Sub Filer Id


    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    URIGEN
      HOLDINGS INC.

     

    
      	 PRIVATE AND
              CONFIDENTIAL 	
               As
                of May 1,
                2006

            


    

    
      
        

      

    

    Terry
      Nida

    211
      Ferry
      Landing Road Cordele, Georgia

    31015
      USA

     

    Dear
      Mr.
      Nida:

     

    Re:Terms
      of Employment with URIGEN HOLDINGS INC. (the "Company")

     

    This
      Agreement confirms the terms and conditions of your employment by the
Company
      and will constitute your employment agreement. Those terms and conditions are
      set out
      below:

     

    	1.  	
            Position
              and Duties. You
              will be employed by and will serve the Company as its Vice President,
              Sales, Marketing and Corporate Development, having the duties and
              functions customarily
              performed by, and have all responsibilities customary to, a vice
              president, sales,
              marketing and corporate development of a corporation engaged in a business
              similar
              to that of the Company, including those duties and functions particularly
              described
              in Schedule
              A attached
              to this Agreement. You will report directly to the President
              and Chief Executive Officer of the Company. Your duties and functions
              pertain
              to the Company and any of its subsidiaries from time to time and may
              be
              varied or
              added to from time to time by the President and Chief Executive Officer,
              at his discretion,
              exercised reasonably. You will devote the amount of your working time,
              attention
              and energies to the business and affairs of the Company required to
              discharge the
              performance of your duties, and in any event no less than 80% of your
              working time.

          


     

    	2.  	
            Term.The
              terms and conditions of this Agreement will have effect as of and from
              May
              1,
              2006 (the "Effective
              Date") and
              your employment will continue until terminated as provided in this
              Agreement (the "Term
              of Employment").

          


     

    
      	          
              3.	
              Base
                Salary. The
                Company will pay you a base salary (the "Base
                Salary") in
                the amount of
                CDN$188,800 per year, payable monthly, and will transfer or cause
                to be
                transferred to
                you 360,000 Common shares (the "Trust
                Shares") from
                the Urigen 2005 Incentive Stock
                Purchase Plan Trust. The Company will have no obligation to pay the
                Base
                Salary to you or transfer or cause to be transferred the Trust Shares
                to
                you, nor will any Base Salary
                or other compensation accrue to you pursuant to this Agreement, until
                the
                Company
                has completed offerings of its equity securities raising aggregate
                gross
                proceeds
                of at least CDN$5 million in addition to any proceeds raised by the
                Company up
                to the Effective Date.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Your
      Base
      Salary and other compensation and taxable benefits received under this
Agreement
      or in respect of your employment will be subject to the withholding of all
      applicable
      statutory deductions. All Trust Shares issued to pursuant to this Section 3
      will
be
      subject to repurchase by the Company pursuant to Section 17.

     

    	4.  	
            Annual
              Review. The
              Board of Directors (the "Board")
              of
              the Company or a compensation
              committee established by the Board (the "Compensation
              Committee") will
              review your Base Salary annually. This review will not necessarily
              result
              in an increase
              in your Base Salary and any increase will be in the discretion of the
              Board or the Compensation Committee, as the case may
              be.

          


     

    	5.  	
            Benefits.
              Once
              the Company has completed offerings of its equity securities raising
              aggregate
              gross proceeds of at least an additional CDN$5 million, you will be
              eligible for health,
              medical, dental, accident and life insurance and such other benefits
              as
              are reasonable
              and appropriate for an executive level benefits plan, as determined
              by the
              Board
              from time to time, when such a plan has been secured by the Company.
              You
              may be
              required to provide information and undergo reasonable assessments
              of the
              insurers in order to determine your eligibility for benefits coverage.
              You
              hereby acknowledge that coverage
              under any benefit plan in effect from time to time is subject to
              availability and other
              requirements of the applicable insurer and that the components of the
              benefits plan may
              be amended, modified or terminated from time to time by the Company
              in its
              sole discretion,
              and that this may include terminating or changing
              carriers.

          


     

    	6.  	
            Vacation.
              During
              your Term of Employment, you will be entitled to an annual paid
              vacation
              of 20 days per year, in addition to statutory holidays, subject to
              any
              policies of the
              Company in place from time to time. Except with the prior approval
              of the
              Company, you may carry over a maximum of 10 days of vacation to the
              next
              calendar year. The Company
              reserves the right, acting reasonably, to request that vacations be
              scheduled so as
              not to conflict with critical business
              operations.

          


     

    	7.  	
            Reimbursement
              for Expenses. During
              your Term of Employment, the Company will reimburse
              you for reasonable travelling and other expenses actually and properly
              incurred by
              you in connection with the performance of your duties and functions,
              such
              reimbursement
              to be made in accordance with, and subject to, the policies of the
              Company
              in effect from time to time. For all such expenses you will be required
              to
              keep proper accounts and to furnish statements, vouchers, invoices
              and/or
              other supporting documents
              to the Company.

          


     

    
      	          
              8.	
              Trust
                Shares. You
                hereby acknowledge the transfer by the Company to you of 60,000
                Trust
                Shares. In the event the Company has not completed offerings of its
                equity
                securities
                raising aggregate gross proceeds of at least an additional CDN$5
                million
                by August
                1, 2006, the Company will transfer to you 25,000 Trust Shares on
                the last
                day of each
                additional month following August 1, 2006 that the Company has not
                raised
                gross proceeds
                from equity securities offerings of at least an additional CDN$5
                million.
                All Trust
                Shares issued to pursuant to this Section 8 will be subject to repurchase
                by the Company
                pursuant to Section 17.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	9.  	
            Purchase
              of Series A Preferred Shares. As
              of the Effective Date, the Company hereby grants
              to you options to purchase up to 100,000 Series A Preferred shares
              of the
              Company
              at a price of CDN$1.00 per share. These options will vest immediately
              and
              may
              be exercised at any time and from time to time within 2 months of the
              Effective Date upon
              written notice to the Company from you, after which time they will
              expire.

          


     

    	10.  	
            Directors'
              & Officers' Liability Insurance. The
              Company will provide you with directors'
              and officers' liability insurance under the policies for such insurance
              arranged by
              the Company from time to time upon such terms and in such amounts as
              the
              Board may
              reasonably determine in its discretion.

          


     

    	11.  	
            No
              Other Compensation or Benefits. You
              expressly acknowledge and agree that unless otherwise expressly agreed
              in
              writing by the Company subsequent to execution of this Agreement
              by the parties hereto, you will not be entitled by reason of your
              employment by
              the Company or by reason of any termination of such employment, to
              any
              remuneration,
              compensation, severance, damages or benefits other than as expressly
              set
              forth
              in this Agreement.

          


     

    	12.  	
            Service
              to Employer. During
              your employment under this Agreement you
              will:

          


     

    	(a)  	
            well
              and faithfully serve the Company,

          


     

    (b)  act
      in,
      and promote, the best interests of the Company,

     

    	(c)  	
            devote
              the agreed upon percentage of your working time, attention and energies
              to
              the
              business and affairs of the Company; and

          


     

    	(d)  	
            comply
              with all rules, regulations, policies and procedures of the
              Company.

          


     

    	13.  	
            Termination
              By Executive. Subject
              to Section 16 (Termination Following Change in Control),
              you may resign at any time, but only by giving the Company at least
              3
              months' prior
              written notice of the effective date of your resignation. On the giving
              of
              any such notice,
              the Company will have the right to waive the notice period, have you
              cease
              your employment
              immediately or at a specified date prior to the end of the notice period
              and pay
              you for the notice period or remainder of the notice period, as
              applicable, plus such other sums owed for arrears of salary and vacation
              pay. In this case, your resignation and the
              termination of your employment will be effective on the date the Company
              waives the notice
              period (or remainder thereof).

          


     

    	14.  	
            Termination
              by the Company Without Cause.

          


     

    	(a)  	
            The
              Company may terminate your employment at any time without cause by
              giving
              you written notice of the effective date of such termination and in
              all
              respects,
              except as set out below, the termination of your employment will be
              effective
              immediately.

          


     

    	(b)  	
            If
              your employment is terminated by the Company pursuant to this Section,
              the
              Company
              will pay to you as a lump sum the number of months of Base Salary,
              as
              referred
              to in Section 3 (Base Salary) and as adjusted from time to time
              in

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    accordance
      with Section 4 (Annual Review), set out in the table below depending
upon
      the
      year of employment in which you are terminated, plus such other sums
owed
      for
      arrears of salary and vacation pay:

     

    
      	 Year of
              Employment 	Lump Sum Payment of
              Base Salary
              (as adjusted)	 
	 	 	 	 
	 1 — 2	 6
              months	 	 
	 3 — 5 	 12 months	 	 
	 6 and over 	 24 months	 	 
	 	 	 	 


    

     

    	(c)  	
            To
              the extent permitted by law and subject to the terms and conditions
              of any
              benefit plans in effect from time to time, the Company will maintain
              the
              benefits and
              payments set out in Section 5 (Benefits) of this Agreement during the
              notice period
              equivalent.

          


     

    	(d)  	
            The
              payments set out in this Section 14 will be in lieu of any applicable
              notice

          


     

    period.

     

    	(e)  	
            You
              will not be required to mitigate the amount of any payment provided
              for in
              this
              Section 14 by seeking other employment or otherwise, nor will any sums
              actually
              received be deducted.

          


     

    	(f)  	
            If
              you are successful in any action claiming wrongful dismissal or
              constructive dismissal
              against the Company, you hereby agree that you will only be entitled
              such
              notice set forth in this Section 14, less any amounts earned by you
              in
              mitigation.

          


     

    	15.  	
            Termination
              by the Company for Cause. The
              Company may terminate your employment for cause at any time without
              any
              notice, severance or other payments. In the event the Company
              dismisses you for cause pursuant to this Section 15 and, subsequently,
              a
              court or
              arbitrator rules that the Company did not have cause, you hereby agree
              that you will only
              be entitled to damages in an amount equal to that number of months'
              Base
              Salary set forth
              in Section 14 (Termination by Company Without Cause), less any amounts
              earned by
              you in mitigation.

          


     

    	16.  	
            Termination
              Following Change in Control. Concurrently
              with execution and delivery of this
              Agreement, you and the Company will enter into a "Change in Control
              Agreement" attached
              hereto as Schedule
              C setting
              out the compensation provisions to be applicable in the event of the
              termination of your employment in certain circumstances following a
              "Change
              in Control" of the Company (as defined in the Change inontrol
              Agreement).

          


     

    
      	        
              17.	
              Repurchase
                of Shares. You
                agree that upon termination of this Agreement by you pursuant
                to Section 13 or by the Company for cause pursuant to Section 15
                (each a
                "Triggering
                Event") prior
                to May 1, 2009, the Company will have the right to purchase all
                of the Trust Shares owned by you at the time of the Triggering Event
                at
                their issue price,
                less the number of Trust Shares determined by the following
                calculation:

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	(a)  	
            the
              number of months that have elapsed from the Effective Date to the
              Triggering Event,
              multiplied by

          


     

    	(b)  	
            1/36
              of the total number of Trust Shares owned by
              you.

          


     

    In
      the
      event of such mandatory repurchase, you hereby appoint the President and Chief
Executive
      Officer of the Company as your true and lawful attorney in fact and agent for
      you
      to
      execute and deliver, and to receive delivery of, all such assignments,
      transfers, deeds,
      assurances and instruments as may be necessary to effectively complete the
      repurchase
      of the Trust Shares.

     

    	18.  	
            Confidentiality
              and Assignment of Inventions. Concurrently
              with execution and delivery of
              this Agreement and in consideration of your employment by the Company,
              you
              and the
              Company will enter into a "Confidentiality and Assignment of Inventions
              Agreement"
              in the form attached hereto as Schedule
              D.

          


     

    	19.  	
            Avoidance
              of Conflicts of Interest. During
              your Term of Employment:

          


     

    	(a)  	
            You
              will not, without the Company's consent, hold any office, acquire any
              property
              or enter into any contract, arrangement, understanding or transaction
              with
              any other person or entity that would conflict or interfere with this
              Agreement
              or your duties or obligations under this Agreement or that would otherwise
              prevent you from performing your obligations hereunder. You hereby
              represent
              and warrant that as of the Effective Date you or your Affiliates or
              Associates
              do not hold any such office, have not acquired any such property and
              have
              not entered into any such contract, arrangement, understanding or
              transaction.

          


     

    	(b)  	
            You
              will promptly, fully and frankly disclose to the Company in
              writing:

          


     

    
      	
            	(i)	
              the
                nature and extent of any interest you or your Affiliates or Associates
                have
                or may have, directly or indirectly, in any actual or proposed
                contract,
                arrangement, understanding or transaction between a third party
                and
                the Company or any Affiliate of the Company;
                and

            


    

     

    
      	
            	(ii)	
              every
                office you or your Affiliates or Associates may hold or acquire,
                and
                every
                property you or your Affiliates or Associates may possess or acquire,
                whereby directly or indirectly a duty or interest might be created
                in
                conflict with the interests of the Company or your duties and obligations
                under this Agreement,

            


    

     

    and
      following such disclosure the Company may, in its sole discretion, determine
      that
      a
      conflict of interest exists and require you to eliminate such conflict of
interest.

     

    (c) For
      greater clarity, the Company acknowledges that those positions listed
      in

     

    Schedule
      B are
      not
      considered a conflict of interest contrary to paragraph (a).

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    In
      this
      Agreement, the term "Affiliate"
      will
      include all those persons and entities that are included
      within the definition or meaning of "affiliate" as set forth in Sections 1(1)
      and 2 of
      the
Business
      Corporations Act (British
      Columbia) or any successor legislation of similar
      force and effect, as amended, and the term "Associate"
      will
      include all those persons and entities that are included within the definition
      or meaning of "associate" as set
      forth
      in Section 1(1) of the Securities
      Act (British
      Columbia) or any successor legislation of similar force and effect, as amended,
      including your spouse, children, parents,
      brothers and sisters.

     

    
      	     
              20.	
              Provisions
                Reasonable. It
                is acknowledged and agreed that:

            


    

     

    	(a)  	
            both
              before and since the Effective Date the Company has operated and competed
              and
              will operate and compete in a global market, with respect to the business
              (the "Business")
              actually
              carried on by it, directly or indirectly, whether under an agreement
              with or in collaboration with, any other party, which Business includes
              without
              limitation the discovery, development, manufacturing, distribution,
              marketing
              and sale of (i) U101 and products for the treatment of Interstitial
              Cystitis
              (a disease of the bladder characterized by pain, urgency and frequency
              of
              urination),
              and (ii) any other products that the Company discovers or commercially
              develops during your involvement in any capacity with the Company;

          


     

    	(b)  	
            competitors
              of the Company and its Business are located in countries around the
              world;

          


     

    	(c)  	
            in
              order to protect the Company adequately, any restrictive covenant must
              apply world
              wide;

          


     

    	(d)  	
            during
              the course of your employment by the Company, both before and after
              the
              Effective
              Date, you have acquired and will acquire knowledge of, and you have
              come
              into contact with, initiated and established relationships with and
              will
              come into contact with, initiate and establish relationships with,
              both
              existing and new clients, customers, suppliers, principals, contacts
              and
              prospects of the Company, and
              that in some circumstances you have been or may well become the senior
              or
              sole
              representative of the Company dealing with such persons;
              and

          


     

    (e)
      in
      light of the foregoing, the provisions of Section 21 (Restrictive Covenant)
      below
      are
      reasonable and necessary for the proper protection of the Business, property
      and goodwill of the Company.

     

    
      	 
              21.	
              Restrictive
                Covenant. You
                agree that you will not, either alone or in partnership or in conjunction
                with any person, firm, corporation, syndicate, association or any
                other
                entity or group, whether as principal, agent, employee, director,
                officer,
                shareholder, consultant or
                in any capacity or manner whatsoever, whether directly or indirectly,
                for
                the Term of Employment
                and continuing for a period of 6 months from the termination of your
                employment,
                regardless of the reason for such
                termination:

            


    

     

    (a) carry
      on
      or be engaged in, or advise, provide services to, be employed by,
      consult

     

    with,
      invest in or give financial assistance to, any business, enterprise or
      other

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    entity
      that is involved in the sale, distribution, development or supply of any
product
      or service that is competitive with any product or service of the Business;
      provided,
      however, that the foregoing will not prohibit you from acquiring, solely
as
      an
      investment and through market purchases, securities of any such enterprise
      or
      undertaking which are publicly traded, so long as you are not part of any
control
      group of such entity and such securities, which if converted, do not
constitute
      more than 5% of the outstanding voting power of that entity;

     

    	(b)  	
            approach
              or contact any person, firm, corporation or other entity that was a
              client, customer, supplier, principal, shareholder, investor,
              collaborator, strategic partner, licensee,
              contact or prospect of the Company during the time of your employment
              with
              the Company for the purpose of inducing such party to reduce its level
              of
              business
              with the Company or to encourage such party to start doing business
              or
              to
              increase its level of business with any other person or entity when
              such a
              change
              may negatively affect the opportunity of the Company to maintain or
              increase
              its level of business with such party; or

          


     

    	(c)  	
            persuade
              or attempt to persuade any employee(s) of the Company to leave
              employment
              with the Company.

          


     

    	22.  	
            Remedies.
              You
              acknowledge and agree that any breach or threatened breach of any of
              the
              provisions of Section 12 (Service to Employer), Section 18
              (Confidentiality and Assignment
              of Inventions), Section 19 (Conflicts of Interest) or Section 21
              (Restrictive Covenant)
              could cause irreparable damage to the Company or its partners,
              subsidiaries or affiliates,
              that such harm could not be adequately compensated by the Company's
              recovery
              of monetary damages, and that in the event of a breach or threatened
              breach thereof,
              the Company will have the right to seek an injunction, specific
              performance or other equitable relief as well as any equitable accounting
              of all your profits or benefits arising out of any such breach. It
              is
              further acknowledged and agreed that the remedies of
              the Company specified in this Section are in addition to and not in
              substitution for any rights
              or remedies of the Company at law or in equity and that all such rights
              and remedies
              are cumulative and not alternative and that the Company may have recourse
              to any
              one or more of its available rights or remedies as it will see
              fit.

          


     

    	23.  	
            Assignment.
              Your
              rights and obligations contained in this Agreement are personal and
              such
              rights, benefits and obligations will not be voluntarily or involuntarily
              assigned, alienated
              or transferred, whether by operation of law or otherwise, without the
              prior written
              consent of the Company. The Company may assign its rights (but not
              its
              obligations)
              hereunder without your consent. Any purported assignment by you contrary
              to
              this Section will be null and void.

          


     

    	24.  	
            Binding
              Effect. This
              Agreement will be binding upon and enure to the benefit of the
              Company
              and its successors and assigns and be binding upon and enure to the
              benefit of your
              personal or legal representatives, executors, administrators, successors,
              heirs, distributees,
              devisees, legatees and permitted assigns.

          


     

    	25.  	
            Agreement
              Confidential. You
              will keep the terms and conditions of this Agreement confidential
              except that you will be entitled to disclose such information to your
              bankers,
              
              advisors,
                agents, consultants and other third parties who have a duty of confidence
                to you and
                who have a need to know such information in order to provide advice,
                products or services
                to you, as may be required to enforce any provision of this Agreement
                or
                as may otherwise
                be required by any law, regulation or other regulatory
                requirement.

            

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    	26.  	
            Governing
              Law and Jurisdiction. This
              Agreement will be governed by and interpreted in accordance
              with the laws of the Province of British Columbia and applicable laws
              of
              Canada
              and the parties hereto attorn to the exclusive jurisdiction of the
              provincial and federal
              courts of such province.

          


     

    	27.  	
            Acknowledgment
              of Fiduciary Capacity. You
              expressly acknowledge and agree that due to
              your position with the Company, you are employed in a fiduciary
              capacity.

          


     

    	28.  	
            Exercise
              of Functions. The
              rights of the Company as provided in this Agreement may be exercised
              on
              behalf of the Company by the Board.

          


     

    	29.	
            Entire
              Agreement. The
              terms and conditions of this Agreement are in addition to and not
              in
              substitution for the obligations, duties and responsibilities imposed
              by
              law on employees
              of corporations generally, and you agree to comply with such obligations,
              duties
              and responsibilities. Except as otherwise provided in this Agreement,
              this
              Agreement
              constitutes the entire agreement between the parties with respect to
              the
              subject
              matter hereof, and may only be varied by further written agreement
              signed
              by you and
              the Company.This
              Agreement supersedes any previous communications,understandings
              and agreements between you and the Company regarding your employment.
              It is acknowledged and agreed that this Agreement is mutually beneficial
              and
              is entered into for fresh and valuable consideration with the intent
              that
              it will constitute
              a legally binding agreement.

          


     

     

    	30.  	
            Further
              Assurances. The
              parties will execute and deliver to each other such further instruments
              and assurances and do such further acts as may be required to give
              effect
              to this
              Agreement.

          


     

    	31.  	
            Surviving
              Obligations. Your
              obligations and covenants under Section 18 (Confidentiality and
              Assignment of Inventions), Section 20 (Provisions Reasonable), Section
              21
              (Restrictive
              Covenant), Section 22 (Remedies), Section 23 (Assignment), Section
              24
              (Binding
              Effect), Section 25 (Agreement Confidential), Section 26 (Governing
              Law
              and Jurisdiction), Section 27 (Acknowledgement of Fiduciary Capacity),
              Section 29 (Entire Agreement),
              Section 30 (Further Assurances), Section 33 (Notice), Section 34
              (Severability)
              and Section 35 (Time of Essence/No Waiver) will survive the termination
              of
              this Agreement.

          


     

    	32.  	
            Independent
              Legal Advice. You
              hereby acknowledge that you have obtained or have had an
              opportunity to obtain independent legal advice in connection with this
              Agreement, and further
              acknowledge that you have read, understand, and agree to be bound by
              all
              of the terms
              and conditions contained herein.

          


     

    	33.  	
            Notice.
              Any
              notice or other communication required or contemplated under this
              Agreement
              to be given by one party to the other will be delivered or mailed by
              prepaid registered
              post with return receipt requested or by recognized international
              courier

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    service
      providing written proof of delivery to the party to receive same at the address
      as set
      out
      below:

     

    To
      You

    Terry
      Nida

    211
      Ferry
      Landing Road Cordele, Georgia

     

    31015
      USA

    Fax:
      (229) 273-0325

     

    To
      the Company:

    Urigen
      Holdings Inc.

    515
      West
      Hastings Street, Suite 7333 Vancouver,
      B.C. V6B 5K3

    Attn:
      President and CEO

     

    With
      a copy to counsel for the Company:

     

    Farris,
      Vaughan, Wills & Murphy LLP 2500
      -
      700 West Georgia Street Vancouver,
      BC, V7Y 1B3

     

    Attn:
      R.
      Hector MacKay-Dunn, Q.C. Fax: (604) 661-9349

     

    Any
      such
      notice will be deemed to have been received on the earlier of the date actually
      received,
      on the next business day following transmission if by facsimile transmission,
      or
the
      date
      five (5) days after the same was posted or sent. Either party may change its
      address
      or its facsimile number by giving the other party written notice, delivered
      in
accordance
      with this Section.

     

    	34.  	
            Severability.
              If
              any provision of this Agreement or the application thereof to any
              circumstance
              will, in any jurisdiction and to any extent, be invalid or unenforceable,
              such provision will be ineffective as to such jurisdiction to the extent
              of such invalidity or unenforceability
              without invalidating or rendering unenforceable the remaining terms
              and
              provisions
              of this Agreement or the application of such terms and provisions to
              circumstances
              other than those as to which it is held invalid or unenforceable, and
              a
              suitable
              and equitable term or provision will be substituted therefor to carry
              out,
              insofar as
              may be valid and enforceable, the intent and purpose of the invalid
              or
              unenforceable provision.

          


     

    	35.  	
            Time
              of Essence/No Waiver. Time
              is of the essence hereof. No waiver, delay, indulgence,
              or failure to act by the Company regarding any particular default or
              omission by
              you will affect or impair any of the Company's rights or remedies
              regarding that or any
              subsequent default or omission that is not expressly waived in writing,
              and in all events time will continue to be of the essence without the
              necessity of specific reinstatement.

          




    
      	       
              36.	
              Counterparts.
                This
                Agreement may be executed in any number of counterparts, each of
                which
                so executed will be deemed to be an original, and such counterparts
                will
                together constitute
                but one agreement.

            


    

     

    If
      you
      accept and agree to the foregoing, please confirm your acceptance and agreement
      by signing
      the enclosed duplicate copy of this letter where indicated below and by
      returning it to us. You
      are
      urged to consider fully all the above terms and conditions and to obtain
      independent legal
      advice or any other advice you feel is necessary before you execute this
      agreement.

    
      	 	 	 
	 	URIGEN
              HOLDINGS INC.
	 
 	 
 	 
 
	Date: 	By:  	/s/ 
	 	
              

              Authorized Signatory
	 	 


    

     

     

    Accepted
      and agreed to by Terry Nida as of the 21st day of April,
      2006

     

    /s/
      Terry Nida 

    Terry
      Nida




    DESCRIPTION
      OF THE DUTIES AND FUNCTIONS

     

    Description

     

    Via
      routine interface with Company executive managers and the Board, as appropriate,
      develop, guide
      and
      direct global commercialization strategies by providing expert advice for the
      functional
      areas of sales, marketing, corporate and business development; and be
      responsible for the
      day-to-day implementation and management of all sales, marketing, corporate
      and
      business development
      activities in which the Company is involved.

     

    Responsibilities:
      Responsibilities
      include the following:

     

    	1.  	
            Provide
              proactive sales, marketing, corporate and business development service
              to
              the Company,
              as directed and required.

          


     

    	2.  	
            Provide
              proactive interaction with all functional areas of the Company to support
              all on-going
              product commercialization activities.

          


     

    	3.  	
            Manage
              and serve as the Company interface for all global and regional
              pharmaceutical companies
              with whom the Company establishes supply and commercialization
              agreements.

          


     

    	4.  	
            Provide
              proactive interaction will all functional areas of the Company to support
              the commercialization
              aspects of all on-going product development
              activities.

          


     

    	5.  	
            Propose
              and manage the operating budget for all commercialization activities
              in
              which the
              Company is involved.

          


     

    	6.  	
            Establish
              and maintain competency levels of all Company employees, contractors
              and
              vendors
              involved in commercialization activities.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    SCHEDULE
      B


     

    EXCEPTIONS
      TO CONFLICT OF INTEREST

     

    Vivus,
      Inc. — Vice President, Worldwide Sales, Marketing & Corporate
      Development

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    SCHEDULE
      C


    URIGEN
      HOLDINGS INC.



    As
      of May
      1, 2006

     

    Terry
      Nida

    211
      Ferry
      Landing Road Cordele, Georgia

    31015
      USA

     

    Dear
      Mr.
      Nida:

     

    Re:
      Change in Control Agreement

     

    Urigen
      Holdings Inc. (the "Company") considers it essential to the best interests
      of
      its
      members to foster the continuous employment of its senior executive officers.
      In
      this regard,
      the Board of Directors of the Company (the "Board") has determined that it
      is in
      the best interests of the Company and its members that appropriate steps should
      be taken to reinforce and encourage
      management's continued attention, dedication and availability to the Company
      in
      the event
      of
      a Potential Change in Control (as defined in Section 2), without being
      distracted by the uncertainties
      which can arise from any possible changes in control of the
      Company.

     

    In
      order
      to induce you to agree to remain in the employ of the Company, such agreement
      evidenced by the employment agreement entered into as of the date of this
      Agreement between
      you and the Company (the "Employment Agreement") and in consideration of your
      agreement as set forth in Section 3 below, the Company agrees that you will
      receive and you agree to accept the severance and other benefits set forth
      in
      this Agreement should your employment
      with the Company be terminated subsequent to a Change in Control (as defined
      in
Section
      2) in full satisfaction of any and all claims that now exist or then may exist
      for remuneration,
      fees, salary, bonuses or severance arising out of or in connection with your
      employment
      by the Company or the termination of your employment:

     

    1.  Term
      of Agreement.

     

    This
      Agreement will be in effect for a term commencing on the Effective Date of
      the
      Employment Agreement (as therein defined) and ending on the date of termination
      of the Employment
      Agreement.

     

    2.  Definitions.

     

    	(a)  	
            "Affiliate"
              means a corporation that is an affiliate of the Company under
              the

          


     

    Business
      Corporations Act (British
      Columbia), as amended from time to time.

     

    	(b)  	
            "Change
              in Control" of the Company will be deemed to have
              occurred:

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    	(i)  	
            if
              a merger, amalgamation, arrangement, consolidation, reorganization
              or
              transfer
              takes place in which Securities of the Company possessing more
              than
              50% of the total combined voting power of the Company's outstanding
              Securities are acquired by a person or persons different from the persons
              holding those Securities immediately prior to such transaction,
              and
              the composition of the Board following such transaction is such that
              the
              directors of the Company prior to the transaction constitute less than
              50%
              of the Board membership following the transaction, except that no
              Change
              in Control will be deemed to occur if such merger, amalgamation,
              arrangement,
              consolidation, reorganization or transfer is with any subsidiary
              or subsidiaries of the Company;

          


     

    	(ii)  	
            if
              any person, or any combination of persons acting jointly or in concert
              by
              virtue
              of an agreement, arrangement, commitment or understanding will
              acquire
              or hold, directly or indirectly, 50% or more of the voting rights
              attached
              to all outstanding Securities; or

          


     

    	(iii)  	
            if
              any person, or any combination of persons acting jointly or in concert
              by
              virtue
              of an agreement, arrangement, commitment or understanding will
              acquire
              or hold, directly or indirectly, the right to appoint a majority of
              the
              directors
              of the Company; or

          


     

    	(iv)  	
            if
              the Company sells, transfers or otherwise disposes of all or substantially
              all
              of its assets, except that no Change of Control will be deemed to occur
              if
              such sale or disposition is made to a subsidiary or subsidiaries of
              the
              Company.

          


     

    provided
      however, that a Change in Control will not be deemed to have occurred
if
      such
      Change in Control results solely from the issuance, in connection with a
bona
      fide
      financing or series of financings by the Company of Securities.

     

    	(c)  	
            "Base
              Salary" will mean the annual base salary, as referred to in Section
              3
              (Base Salary),
              and as adjusted from time to time in accordance with Section 4 (Annual
              Review),
              of the Employment Agreement.

          


     

    	(d)  	
            "Date
              of Termination" will mean, if your employment is terminated, the date
              specified
              in the Notice of Termination.

          


     

    (e) "Good
      Reason" will mean the occurrence of one or more of the following
      events,

     

    without
      your express written consent, within 12 months of Change in
      Control:

     

    	(i)  	
            a
              material change in your status, position, authority or responsibilities
              that does
              not represent a promotion from or represents an adverse change from
              your
              status, position, authority or responsibilities in effect immediately
              prior
              to the Change in Control;

          


     

    	(ii)  	
            a
              material reduction by the Company, in the aggregate, in your Base
              Salary,
              or incentive, retirement, health benefits, bonus or
              other

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    compensation
      plans provided to you immediately prior to the Change in Control,
      unless an equitable arrangement has been made with respect to such
      benefits in connection with a Change in Control;

     

    	(iii)  	
            a
              failure by the Company to continue in effect any other compensation
              plan
              in which you participated immediately prior to the Change in Control
              (except
              for reasons of non-insurability), including but not limited to, incentive,
              retirement and health benefits, unless an equitable arrangement
              has
              been made with respect to such benefits in connection with a Change
              in
              Control;

          


     

    	(iv)  	
            any
              request by the Company or any affiliate of the Company that you
              participate
              in an unlawful act; or

          


     

     

      	                        
              (v)	
              any
                purported termination of your employment by the Company after a
                Change
                in Control which is not effected pursuant to a Notice of Termination
                satisfying the requirements of clause (i) below and for the purposes
                of this Agreement, no such purported termination will be effective.

            


    

     

    
      	              
              (f)	
              "Notice
                of Termination" will mean a notice, in writing, communicated to the
                other
                party in accordance with Section 6 below, which will indicate the
                specific
                termination
                provision in this Agreement relied upon and will set forth in reasonable
                detail the facts and circumstances claimed to provide a basis for
                termination
                of your employment under the provision so
                indicated.

            


    

     

    
      
        	           
                (g)	
                "Potential
                  Change in Control" of the Company will be deemed to have occurred
                  if:

              


      

    

     

    	(i)  	
            the
              Company enters into an agreement, the consummation of which would
              result
              in the occurrence of a Change in Control;

          


     

    	(ii)  	
            any
              person (including the Company) publicly announces an intention to take
              or
              to consider taking actions which if consummated would constitute
              a
              Change in Control; or

          


     

    (iii) the
      Board
      adopts a resolution to the effect that, for the purposes of this

     

    Agreement,
      a Potential Change in Control of the Company has occurred.

     

    
      	         
              (h)	
              "Security"
                in respect of a security of the Company, will have the meaning
                ascribed
                thereto in Part II of the Securities
                Act (British
                Columbia), as it existed on the
                date of this Agreement, and also means any security carrying the
                right to
                convert
                such security into, exchange such security for, or entitling the
                holder to
                subscribe for, any equity security, or into or for any such convertible
                or
                exchangeable
                security or security carrying a subscription
                right.

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.  Potential
      Change in Control.

     

    You
      agree
      that, in the event of a Potential Change in Control of the Company occurring
      after the Effective Date, and until 12 months after a Change in Control, subject
      to your right
      to
      terminate your employment by issuing and delivering a Notice of Termination
      for
      Good Reason,
      you will continue to diligently carry out your duties and obligations, on the
      terms set out in
      the
      Employment Agreement.

     

    4.  Compensation
      Upon Termination Following Change in Control.

     

    Subject
      to compliance by you with Section 3, upon your employment terminating
pursuant
      to a Notice of Termination within 12 months after a Change in Control, the
      Company agrees
      that you will receive and you agree to accept, subject to your prior resignation
      as a director
      of the Company, the following payments in full satisfaction of any and all
      claims you may
      have
      or then may have against the Company, for remuneration, fees, salary, benefits,
      bonuses
      or severance, arising out of or in connection with your employment by the
      Company or the
      termination of your employment:

     

    	(a)  	
            If
              your employment will be terminated by the Company for cause or by you
              other than
              for Good Reason, the terms of the Employment Agreement will govern
              and
              the
              Company will have no further obligations to you under this
              Agreement.

          


     

    	(b)  	
            If
              your employment by the Company will be terminated by you for Good Reason
              or
              by the Company other than for cause, then you will be entitled to the
              payments and
              benefits provided below:

          


     

    	(i)  	
            subject
              to the withholding of all applicable statutory deductions, the
              Company
              will pay you a lump sum equal to 12 months' Base Salary, as referred
              to in Section 3 (Base Salary) of the Employment Agreement, plus other
              sums
              owed for arrears of salary and vacation
              pay;

          


     

    	(ii)  	
            to
              the extent permitted by law and subject to the terms and conditions
              of
              any
              benefit plans in effect from time to time, the Company will maintain
              the
              benefits and payments set out in Section 6 (Benefits) of the Employment
              Agreement during the 12 month period;

          


     

    	(iii)  	
            all
              incentive stock options granted to you by the Company under any stock
              option agreement that is entered into between you and the Company and
              is
              outstanding
              at the time of termination of your employment, which incentive
              stock options have not yet vested, will immediately vest upon the
              termination of your employment and will be fully exercisable by you
              in
              accordance with the terms of the agreement or agreements under which
              such
              options were granted; and

          


     

    	(iv)  	
            all
              Trust Shares (as defined in the Employment Agreement) transferred to
              you
              by or for the Company under the Employment Agreement or other agreement
              that is entered into between you and the Company and is outstanding
              at the
              time of termination of your employment, which
              Trust

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    Shares
      continue to be subject to a right of repurchase by the Company, shall
      no
      longer be subject to such right of repurchase.

     

    You
      will
      not be required to mitigate the amount of any payment provided for in this
      Section 4 by seeking
      other employment or otherwise, nor will any sums actually received be
      deducted.

     

    5.  Binding
      Agreement.

     

    This
      Agreement will enure to the benefit of and be enforceable by your personal
      or
      legal
      representatives, executors, administrators, successors, heirs, distributees,
      devisees and legatees. If you die while any amount would still be payable to
      you
      under this Agreement if you had
      continued to live, that amount will be paid in accordance with the terms of
      this
      Agreement to your
      devisee, legatee or other designee or, if there is no such designee, to your
      estate.

     

    6.  Notices.

     

    Any
      notice or other communication required or contemplated under, this Agreement
      to be given by one party to the other will be delivered or mailed by prepaid
      registered post
      to
      the party to receive same at the addresses set out below:

     

    To
      You

    Terry
      Nida

    211
      Ferry
      Landing Road Cordele, Georgia

    31015
      USA

    Fax:
      (229) 273-0325

     

    To
      the Company:

    Urigen
      Holdings Inc.

    515
      West
      Hastings Street, Suite 7333 Vancouver,
      B.C. V6B 5K3

    Attn:
      President and CEO

     

    With
      a copy to counsel for the Company:

     

    Farris,
      Vaughan, Wills & Murphy LLP 2500
—
      700 West Georgia Street

    Vancouver,
      BC, V7Y 1B3

    Attn:
      R.
      Hector
      MacKay-Dunn, Q.C. Fax:
      (604) 661-9349

     

    Any
      such
      notice will be deemed to have been received on
      the
      earlier of the date actually received,
      on the next business day following transmission if by facsimile transmission,
      or
      the date
      five
      (5) days after the same was posted or sent.

    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    7.  Modification:
      Amendments: Entire Agreement.

     

    This
      Agreement may not be modified, waived or discharged unless such waiver,
      modification or discharge is agreed to in writing and signed by you and such
      officer as may be specifically
      designated by the Board. No waiver by either party at any time of any breach
      by
      the other
      party of, or compliance with, any condition or provision of this Agreement
      to be
      performed by
      such
      other party will be deemed a waiver of similar or dissimilar provisions or
      conditions at the
      same
      or at any prior or subsequent time. Except as set forth in your Employment
      Agreement, no
      agreements or representations, oral or otherwise, express or implied, with
      respect to the subject
      matter hereof have been made by either party which are not expressly set forth
      in this Agreement.

     

    8.  Governing
      Law and Jurisdiction.

     

    This
      Agreement will be governed by and interpreted in accordance with the laws
of
      the
      Province of British Columbia and applicable laws of Canada and the parties
      hereto attorn to
      the
      exclusive jurisdiction of the courts of such province.

     

    9.  Validity.

     

    The
      invalidity or unenforceability of any provision of this Agreement will not
      affect the validity or enforceability of any other provision of this Agreement,
      which will remain in
      full
      force and effect.

     

    10.  No
      Employment or Service Contract.

     

    Nothing
      in this Agreement will confer upon you any right to continue in the employment
      of the Company for any period of specific duration. Further, this Agreement
      does
      not restrict in any way either party's rights to terminate your employment
      pursuant to the Employment
      Agreement.

     

    If
      the
      foregoing sets forth our agreement on this matter, kindly sign and return to
      the
      Company a copy of this letter.

     

     

    
      	 	Yours
              truly,
	 	 	 
	 	 	 
	 	 	 
	 	
              URIGEN
                HOLDINGS INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Authorized
              Signatory
	 	 


    

     

    
      Accepted
        and agreed to by Terry Nida as of the 21st day of April,
        2006

       

      /s/
        Terry Nida 

      Terry
        Nida


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    





    SCHEDULE
      D

     

    CONFIDENTIALITY
      AGREEMENT AND

     

    ASSIGNMENT
      OF INVENTIONS

     

    URIGEN
      HOLDINGS INC.

     

    PRIVATE
      AND CONFIDENTIAL As
      of May
      1, 2006

     

    Terry
      Nida

    211
      Ferry
      Landing Road Cordele, Georgia

     

    31015
      USA

     

    Dear
      Mr.
      Nida:

     

    The
      purpose of this letter is to confirm and record the terms of the agreement
      (the
"Agreement")
      between
      you and Urigen Holdings Inc. (the "Company")
      concerning
      the terms on which you will
      (i)
      receive from and disclose to the Company proprietary and confidential
      information; (ii) agree
      to
      keep the information confidential, to protect it from disclosure and to use
      it
      only in accordance
      with the terms of this Agreement; and (iii) assign to the Company all rights,
      including
      any ownership interest which may arise in all inventions and intellectual
      property developed
      or disclosed by you over the course of your work during your employment with
      the
      Company. The effective date ("Effective
      Date") of
      this
      Agreement is the date that you start or started
      working at the Company, as indicated in the employment agreement between you
      and
      the Company
      dated as of the date of this Agreement.

     

    In
      consideration of the offer of employment by the Company and the payment by
      the
      Company to
      you of
      the sum of CDN$1.00 and other good and valuable consideration, the receipt
      and
sufficiency
      of which is hereby acknowledged, you and the Company hereby agree as
      follows:

     

    1. INTERPRETATION

     

    1.1 Definitions.
      In
      this
      Agreement:

     

    	(a)  	
            "Business"
              will
              mean the business actually carried on by the Company, directly
              or
              indirectly, whether under an agreement with or in collaboration with,
              any
              other party
              including but not exclusively the discovery, development, manufacturing,
              distribution,
              marketing and sale of (i) U101 and products for the treatment of
              Interstitial Cystitis; and (ii) any other products that the Company
              discovers or commercially
              develops during your involvement in any capacity with the Company.

          


     

    	(b)  	
            "Confidential
              Information", subject
              to the exemptions set out in Section 2.8, will
              mean any non-public information relating to the Company's
              Business,

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    whether
      or not conceived, originated, discovered, or developed in whole or in part
      by
      you,
      and which, without limiting the generality of the foregoing, will
      include;

     

    (i)
      scientific strategies, concepts, designs, inventions, know-how, information,
      material, formulas, processes, devices, programs, methods and
      proprietary rights in the nature of copyrights, patents, trademarks,
licenses
      and industrial designs;

     

    (
      i)
      financial, personnel, operations, clinical, regulatory, marketing, advertising
      and commercial information and strategies, customer lists, compilations,
      agreements and contractual records and correspondence;

     

    	(iii)  	
            all
              biological, chemical, pharmacological, toxicological, pharmaceutical,
              physical and analytical, clinical, research, safety and quality control
              data and
              information, and all applications, registrations, licenses, authorizations,
              approvals and correspondence submitted to regulatory
              authorities;

          


     

    	(iv)  	
            unique
              combinations of separate items that are not generally known and
              items
              provided or disclosed to the Company by third parties subject to
              restrictions
              on use or disclosure; and

          


     

    
      	                                       
              (v)	
              all
                information relating to the businesses of competitors of the Company
                including
                information relating to competitors' research and development,
                intellectual property, operations, financial, clinical, regulatory,
                marketing, advertising and commercial strategies that is not generally
                known.

            


    

     

    	(c)  	
            "Interstitial
              Cystitis" means
              a disease of the bladder characterized by pain, urgency
              and frequency of urination.

          


     

    	(d)  	
            "Inventions"
              will
              mean any and all inventions, discoveries, developments, enhancements,
              improvements, concepts, formulas, processes, ideas, technology,
              know-how,
              all documents, memoranda, notes or other writings prepared by you
              and
              all other intellectual property, whether or not patentable and whether
              or
              not reduced to practice, as well as all applications, registrations
              and
              related foreign applications
              filed and registrations granted thereon.

          


     

    
      	                        
              (e)	
              "Work
                Product" will
                mean any and all Inventions relating to the Company's Business
                resulting from any work performed by you for the Company that you
                may
                invent or co-invent during your involvement in any capacity with
                the
                Company,
                except those Inventions invented by you entirely on your own time
                that
                do
                not relate to the Company's Business or do not derive from any equipment,
                supplies,
                facilities, Confidential Information or other information, gained,
                directly or
                indirectly, by you from or through your involvement in any capacity
                with
                the Company.

            


    

     

    2.CONFIDENTIALITY

     

    2.1Basic
      Obligation of Confidentiality. Except
      as
      set out in this Agreement, you

     

    will
      keep
      strictly confidential all Confidential Information and all other information
      belonging to

    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    the
      Company that you acquire, observe or are informed of, directly or indirectly,
      in
      connection with
      your
      involvement, in any capacity, with the Company.

     

    2.2 Fiduciary
      Capacity. You
      will
      be and act toward the Company as a fiduciary in

     

    respect
      of the Confidential Information.

     

    2.3
      Non-disclosure.
      Unless
      the Company first gives you written permission to do so under
      Section 2.7 of this Agreement, you will not at any time, either during or after
      your involvement
      in any capacity with the Company;

     

    	(a)  	
            use
              or copy Confidential Information or your recollections
              thereof;

          


     

    	(b)  	
            publish
              or disclose Confidential Information or your recollections thereof
              to any
              person
              other than to employees or consultants of the Company who have a need
              to
              know
              such Confidential Information for their work for the
              Company;

          


     

    	(c)  	
            permit
              or cause any Confidential Information to be used, copied, published,
              disclosed,
              translated or adapted except as otherwise expressly permitted by this
              Agreement;
              or

          


     

    	(d)  	
            permit
              or cause any Confidential Information to be stored off the premises
              of the
              Company,
              including permitting or causing such Information to be stored in
              electronic
              format on personal computers, except in accordance with any written
              procedures
              of the Company in effect from time to
              time.

          


     

    2.4
      Taking
      Precautions. You
      will
      take all reasonable precautions necessary or prudent
      to prevent material in your possession or control that contains or refers to
      Confidential Information
      from being discovered, used or copied by third parties. You will not transfer
      any material
      to another person outside of the Company, unless a material transfer agreement
      has been signed
      by
      both the Company and the other party. You will not accept any material from
      another person
      outside of the Company, unless in accordance with any written procedures of
      the
Company
      in place from time to time.

     

    2.5
      Company Ownership of Confidential Information. As
      between you and the Company,
      the Company will own all right, title and interest in and to the Confidential
      Information,
      whether or not created or developed by you.

     

    2.6
      Return of Confidential Information. Upon
      the
      request of the Company, you will
      promptly return to the Company every original and copy in whatever medium in
      your possession
      or control containing Confidential Information.

     

    2.7 Purpose
      of Use. You
      will
      use Confidential Information only for purposes

     

    authorized
      or directed by the Company.

     

    2.8 Exemptions.
      Your
      obligation of confidentiality under this Agreement will not

     

    apply
      to
      any of the following:

     

    
      	          (a) 
              	
              information
                that is already known to you, though not due to a prior disclosure
                by
                the
                Company or by a person who obtained knowledge of the information,
                directly
                or
                indirectly, from the Company;

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    	(b)  	
            information
              disclosed to you by another person who is not obliged to maintain the
              confidentiality
              of that information and who did not obtain knowledge of the information,
              directly or indirectly, from the Company;

          


     

    	(c)  	
            information
              that is developed by you independently of Confidential Information
              received
              from the Company and such independent development can be documented
              by you;

          


     

    	(d)  	
            other
              particular information or material which the Company expressly exempts
              by

          


     

    written
      instrument signed by the Company;

     

    	(e)  	
            information
              or material that is in the public domain through no fault of your
              own;

          


     

    and

     

    (f) information
      or material that you are obligated by law to disclose, to the extent
      of

     

    such
      obligation, provided that:

     

    	(i)  	
            in
              the event that you are required to disclose such information or material,
              then,
              as soon as you become aware of this obligation to disclose, you will
              provide
              the Company with prompt written notice so that the Company may
              seek a protective order or other appropriate remedy and/or waive
              compliance
              with the provisions of this Agreement;

          


     

    	(ii)  	
            if
              the Company agrees that the disclosure is required by law, it will
              give
              you
              written authorization to disclose the information for the required
              purposes
              only;

          


     

    	(iii)  	
            if
              the Company does not agree that the disclosure is required by law,
              this
              Agreement
              will continue to apply, except to the extent that a Court of competent
              jurisdiction orders otherwise; and

          


     

    	(iv)  	
            if
              a protective order or other remedy is not obtained or if compliance
              with
              this
              Agreement is waived, you will furnish only that portion of the
              Confidential Information that is legally required and will exercise
              all
              reasonable
              efforts to obtain confidential treatment of such Confidential Information.

          


     

    3.ASSIGNMENT
      OF INTELLECTUAL PROPERTY RIGHTS

     

     3.1
      Notice of Invention. You
      agree
      to promptly and fully inform the Company of all your
      Work
      Product throughout the course of your involvement in any capacity with the
      Company,
      whether or not developed before or after your execution of this Agreement.
      On
      your ceasing
      to be employed by the Company for any reason whatsoever, you will immediately
      deliver
      up to the Company all of your Work Product. You further agree that all of your
      Work Product
      will at all times be the Confidential Information of the Company.

     

     3.2
      Assignment of Rights. Subject
      only to those exceptions set out in Exhibit
      A hereto,
      you will assign, and do hereby assign, to the Company or, at the option of
      the
      Company and upon notice from the Company, to the Company's designee, your entire
      right, title and interest
      in and to all of your Work Product during your involvement in any capacity
      with
      the

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    Company
      and all other rights and interests of a proprietary nature in and associated
      with your Work
      Product. To the extent that you retain or acquire legal title to any such rights
      and interests, you
      hereby declare and confirm that such legal title is and will be held by you
      only
      as trustee and agent
      for
      the Company. You agree that the Company's rights hereunder will attach to all
      of
      your Work
      Product, notwithstanding that it may be perfected or reduced to specific form
      after you have
      terminated your relationship with the Company. You further agree that the
      Company's rights
      hereunder are not limited to Canada but will extend to every country of the
      world.

     

    3.3
      Moral Rights. Without
      limiting the foregoing, you irrevocably waive any and all moral
      rights arising under the Copyright
      Act (Canada),
      as amended, or any successor legislation of similar force and effect or similar
      legislation in other applicable jurisdictions or at common law
      that
      you may have with respect to your Work Product, and agree never to assert any
      moral rights
      which you may have in your Work Product, including, without limitation, the
      right to the integrity
      of such Work Product, the right to be associated with the Work Product, the
      right to restrain or claim damages for any distortion, mutilation or other
      modification or enhancement of the
      Work
      Product and the right to restrain the use or reproduction of the Work Product
      in
      any context
      and in connection with any product, service, cause or institution, and you
      further confirm that
      the
      Company may use or alter any such Work Product as the Company sees fits in
      its
absolute
      discretion.

     

    3.4
      Goodwill. You
      hereby agree that all goodwill you have established or may establish
      with clients, customers, suppliers, principals, shareholders, investors,
      collaborators, strategic
      partners, licensees, contacts or prospects of the Company relating to the
      business or affairs
      of the Company (or of its partners, subsidiaries or affiliates), both before
      and
      after the Effective
      Date, will, as between you and the Company, be and remain the property of the
      Company
      exclusively, for the Company to use, alter, vary, adapt and exploit as the
      Company will
      determine in its discretion.

     

    3.5
      Assistance. You
      hereby agree that during your employment by the Company and thereafter,
      you will reasonably assist the Company, at the Company's expense, with respect
      to signing
      further documents and doing such acts and other things reasonably requested
      by
      the Company to confirm the transfer of ownership of rights in the Work Product
      to the Company and to
      permit
      the Company to obtain patents or copyrights or other similar registration rights
      covering
      the Work Product. You further agree to cooperate to the extent and in the manner
      requested
      by the Company in the prosecution and maintenance of any such
      rights.

     

    3.6
      Assistance with Proceedings. You
      hereby agree that during your employment by
      the
      Company and thereafter, you will reasonably assist the Company, at the Company's
      reasonable
      request and expense, in connection with any defence to an allegation of
      infringement of
      another person's intellectual property rights, claim of invalidity of another
      person's intellectual
      property rights, opposition to, or intervention regarding, an application for
      letters patent,
      copyright or trademark or other proceedings relating to intellectual property
      or
applications
      for registration thereof or any other litigation or proceeding involving any
      Work Product
      in any country of the world.

     

    4. GENERAL

     

    4.1 Term
      and Duration of Obligation. The
      term
      of this Agreement is from the

     

    Effective
      Date and terminates on the date that you are no longer working at or for the
      Company.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


     

    Except
      as
      otherwise agreed in a written instrument signed by the Company, Articles 1,
      2
      and 3 and Sections 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12
      and
      4.13 will survive the termination of this Agreement, including your obligations
      of confidentiality and to return Confidential
      Information, and will endure, with respect to each item of Confidential
      Information, for
      so
      long as those items fall within the definition of Confidential
      Information.

     

     4.2
      Binding Nature of Agreement. This
      Agreement is not assignable by you. You agree
      that this Agreement will be binding upon your heirs and estate. This Agreement
      and rights and
      obligations hereunder may be assigned by the Company.

     

     4.3
      No Conflicting Obligations. You
      represent and warrant that you will not without legal
      authority use or disclose to other persons at the Company information that
      (i)
      constitutes a trade secret of persons other than the Company during your
      employment at the Company, or (ii) which
      is
      confidential information owned by another person. You represent and warrant
      that
      you have no agreements with or obligations to others with respect to the matters
      covered by this Agreement
      or concerning the Confidential Information that are in conflict with anything
      in
      this Agreement.

     

     4.4
      Equitable
      Remedies. You
      acknowledge and agree that a breach by you of any of your
      obligations under this Agreement would result in damages to the Company that
      could not be
      adequately compensated by monetary award. Accordingly, in the event of any
      such
      breach by you,
      in
      addition to all other remedies available to the Company at law or in equity,
      the
      Company will
      be
      entitled as a matter of right to apply to a court of competent jurisdiction
      for
      such relief by way
      of
      restraining order, injunction, decree or otherwise, as may be appropriate to
      ensure compliance
      with the provisions of this Agreement, without having to prove damages or post
      security to the court, as well as an equitable accounting of all your profits
      or
      benefits arising out of
      such
      breach. In the event the Company is successful in obtaining any injunction
      or is
otherwise
      successful in any other action arising out of a breach of this Agreement, you
      will pay to
      the
      Company the full amount of the Company's legal fees and expenses incurred by
      the
Company
      in pursuing such action(s).

     

     4.5
      Publicity. You
      will
      not, without the prior written consent of the Company, make or
      give
      any public announcements, press releases or statements to the public or the
      press regarding
      the Company' Business or any Confidential Information.

     

     4.6
      Severability. If
      any
      covenant or provision of this Agreement or of a section of this
      Agreement is determined by a court of competent jurisdiction to be void or
      unenforceable in whole
      or
      in part, then such void or unenforceable covenant or provision will not affect
      or impair the
      enforceability or validity of the balance of the section or any other covenant
      or provision.

     

     4.7
      Time of Essence/No Waiver. Time
      is
      of the essence hereof and no waiver, delay,
      indulgence, or failure to act by the Company regarding any particular default
      or
      omission by you will affect or impair any of the Company's rights or remedies
      regarding that or any subsequent
      default or omission that is not expressly waived in writing, and in all events
      time will continue
      to be of the essence without the necessity of specific
      reinstatement.

     

     4.8
      Further Assurances. The
      parties will execute and deliver to each other such further
      instruments and assurances and do such further acts as may be required to give
      effect to this
      Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    4.9Notices.
      All
      notices and other communications that are required or permitted by

    this
      Agreement must be in writing and will be hand delivered or sent by express
      delivery service

    or
      certified
      or registered mail, postage prepaid, or by facsimile transmission (with written
      confirmation
      copy by registered first-class mail) to the parties at the addresses indicated
      below.

     

    If
      to the Company:

    Urigen
      Holdings Inc.

    515
      West
      Hastings Street, Suite 7333 Vancouver,
      B.C. V6B 5K3

    Attn:
      President and CEO

     

    With
      a copy to counsel for the Company:

    Farris,
      Vaughan, Wills & Murphy LLP 2500
—
      700 West Georgia Street

    Vancouver,
      BC, V7Y 1B3

    Attn:
      R.
      Hector
      MacKay-Dunn, Q.C. Fax: (604) 661-9349

     

    If
      to you:

    Terry
      Nida

    211
      Ferry
      Landing Road Cordele, Georgia

    31015
      USA

    Fax:
      (229) 273-0325

     

    Any
      such
      notice will be deemed to have been received on the earlier of the date actually
      received,
      on the next business day following transmission if by facsimile transmission,
      or
      the date
      five
      (5) days after the same was posted or sent. Either party may change its address
      or its facsimile
      number by giving the other party written notice, delivered in accordance with
      this Section.

     

     4.10
      Amendment. No
      amendment, modification, supplement or other purported alteration
      of this Agreement will be binding unless it is in writing and signed by you
      and
      by the Company.

     

     4.11
      Entire Agreement. This
      Agreement supersedes all previous dealings, understandings,
      and expectations of the parties and constitutes the whole agreement with respect
      to
      the
      matters contemplated hereby. Except as set forth in your Employment Agreement,
      there are
      no
      representations, warranties, conditions or collateral agreements between the
      parties with respect
      to the matters contemplated hereby except as expressly set out
      herein.

     

     4.12
      Governing Law. This
      Agreement will be governed by and interpreted in accordance
      with the laws of the Province of British Columbia and applicable laws of Canada
      and the
      parties hereto adorn to the exclusive jurisdiction of the provincial and federal
      courts of such

     

    province.

     

     4.13
      Independent Legal Advice. You
      hereby acknowledge that you have obtained or have
      had
      an opportunity to obtain independent legal advice in connection with this
      Agreement, and
      further acknowledge that you have read, understand, and agree to be bound by
      all
      of the terms
      and
      conditions contained herein.

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    Acceptance

     

    If
      the
      foregoing terms and conditions are acceptable to you, please indicate your
      acceptance
      of and agreement to the terms and conditions of this Agreement by signing below
      on this
      letter and on the enclosed copy of this letter in the space provided and by
      returning the enclosed
      copy so executed to us. Your execution and delivery to the Company of the
      enclosed copy
      of
      this letter will create a binding agreement between us.

     

    Thank
      you
      for your cooperation in this matter. 

     

    Yours
      truly,

     

    
      	 	 	 
	 	
              URIGEN
                HOLDINGS INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Authorized
              Signatory
	 	 


    

    
      


       

      Accepted
        and agreed as of the the 21st day
        of
        April, 2006.

       

      
        
          	  	 	/s/
                  Terry Nida	 
	Witness Signature	 	Signature Terry
                  Nida	 
	 	 	 	 
	 	 	 	 
	Witness
                  Name	 	 	 
	 	 	 	 
	Scientist 	 	 	 
	Occupation	 	 	 
	 	 	 	 
	693
                  San Bruno Ave #2, Brisbone  UA 94005	 	 	 
	Address	 	 	 


        

      

      
         

      

    

    
 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    EXHIBIT
      A

     

    EXCEPTIONS
      TO SECTION 3.2

     

    ASSIGNMENT
      OF RIGHTS

     


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      IF LEFT BLANK]