ex101.htm


    Exhibit 10.1


    


    CONSULTING
AGREEMENT

    


    


    THIS CONSULTING AGREEMENT (the
"Agreement") is made and entered into this 18th day
of December, 2009 (the "Effective Date") by and between Urigen Pharmaceuticals,
Inc., having an address at 27 Maiden Lane, Suite 595, San Francisco, California
94108 (hereinafter referred to as the “Company") and Oceana Therapeutics, Inc.,
having an address at 2035 Lincoln Highway, Suite 2150, Edison, New Jersey 08817
(hereinafter referred to as the "Consultant").

    


    WHEREAS, the Company wishes to engage
the Consultant to provide certain independent consulting services described
herein and Consultant wishes to provide the aforementioned services in exchange
for a right of first refusal for Consultant to license all indications of
URG-101 that may get approved by FDA (the “Rights”) in accordance with the terms
and conditions contained in this Agreement,

    


    NOW THEREFORE, in consideration of the
foregoing, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, accepted and agreed to, the
Company and the Consultant, intending to be legally bound, agree to the terms
and conditions set forth below.

    


    1.           TERM

    


    This
Agreement shall commence on the Effective Date and continue for a period through
a date that is 60 days after the phase II meeting with the FDA for the Company’s
URG-101 (the “Term”), unless it is renewed or extended in writing for a period
as may be agreed by the parties. Notwithstanding the foregoing, either party
shall have the right to terminate this Agreement, with or without cause, upon
thirty (30) days prior written notice to the other party.

    


    2.           SERVICES

    


    Consultant
agrees to provide to the Company the following services on a best effort basis:
(A) assist in the development and preparation for a phase II meeting with the
FDA in connection with URG-101; (B) accompany the Company to the FDA to assist
and potentially participate in the actual phase II meeting at the FDA for
URG-101; and (C) to further assist the Company as may be requested by the
Company in connection with the development of URG-101. In addition, the
Consultant agrees to pay all fees for consultants to the Company in connection
with the phase II meeting with the FDA, including, but not limited to, Amie
Franklin Ph.D. and William Schmidt Ph.D., provided, however, that such fees do
not exceed $50,000 in total and are approved by Consultant in writing before
they are incurred.

     

     

     

    
      
        
        

      

      
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    3.           CONSULTING
FEE

    


    Consultant
shall receive certain Rights in connection with URG-101 as outlined above, in
lieu of a monetary fee for its services rendered in connection
herewith.

    


    4.           INDEPENDENT
CONTRACTOR

    


    Consultant
agrees and acknowledges that they are an independent contractor, all services to
the Company shall be rendered by them on the aforesaid capacity and this
Agreement does not create an employer-employee relationship between the
Consultant and the Company whatsoever.

    


    


    5.           CONFIDENTIALITY

    


    Each
party to this Agreement acknowledge that it will acquire information and
materials from other party and such information and materials are and shall be
treated as the trade secrets or confidential and proprietary information of such
other party (collectively “Confidential Information”). However, Confidential
Information shall not include information, which is or becomes part of the
public domain or that a party to this Agreement regularly gives to third parties
without restriction on use or disclosure.  Each party agrees to hold
all Confidential Information in strict confidence, not to disclose it to any
third party or use it in any manner, commercially or otherwise, except in
performing the services described in this Agreement.

    


    6.           WARRANTY

    


    Except
for any express warranties and representations state here, Consultant makes no
warranties, express or implied and Consultant specifically disclaims any implied
warranties of merchantability or fitness for a particular purpose.

    


    7.           INDEMNITY

    


    Company
shall defend, indemnify and hold Consultant harmless from any loss or expense
arising out of any claim, action, suit, or governmental proceeding relating to
services performed.  This provision shall not apply to any loss or
expense caused by Consultant’s gross negligence or willful
misconduct.

    


    Consultant
shall defend, indemnify and hold Company, its officers, directors, employees and
agents harmless from any and all claims, suits, actions, and proceedings, and
related costs and expenses (including reasonable attorneys fees) for personal
injury or property damage resulting from Consultant’s gross negligence or
willful misconduct arising out of the performance of this
Agreement.

    


    8.           GENERAL
PROVISIONS

    


    (a)
Entire Agreement. This Agreement constitutes the entire Agreement and supersedes
all prior agreements and understandings, oral and written, between the parties
hereto with respect to the subject matter hereof.

    


    (b)
Sections and Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

    


    (c)
Governing Law. This Agreement and all transactions contemplated hereby, shall be
governed by, construed and enforced in accordance with the laws of the State of
New Jersey.  In the event that litigation results from or arises out
of this Agreement or the performance thereof, the parties agree to reimburse the
prevailing party's reasonable attorney's fees, court costs, and all other
expenses, whether or not taxable by the court as costs, in addition to any other
relief to which the prevailing party may be entitled.

     

    
 

    
      
        
        

      

      
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    (d)
Severability. If any provision of this Agreement should, for any reason, be held
in violation of any applicable law, and so much of this Agreement be held
unenforceable, then the invalidity of such a specific provision in this
Agreement shall not be held to invalidate any other provisions in this
Agreement, which other provisions shall remain in full force.

    


    (e)
Notices. All notices or other communications to be given pursuant to this
Agreement shall be in writing and shall be considered as properly given if
mailed from within the United States by Certified Mail, and addressed as
follows:

    


    


    The
Company’s Address:

    Urigen
Pharmaceuticals, Inc.

    27 Maiden
Lane, Suite 595

    San
Francisco, CA 94108

    


    


    Consultant’s
Address:

    Oceana
Therapeutics, Inc.

    2035
Lincoln Highway, Suite 2150

    Edison,
New Jersey 08817

     

     

     

     

    


    [Signature
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    IN
WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto on the date first above written.

    


    Signed,
sealed and delivered in the presence of:

     

     

    
      	Urigen
      Pharmaceuticals,
      Inc.         	 	 	
              Oceana
      Therapeutics, Inc.

               

               

               

            	 
	
              /s/
      William J.
      Garner  

            	 	 	
              /s/
      Steven Bosacki   

            	 
	
              Name:
      William J. Garner 

            	 	 	
              Name: Steven
      Bosacki 

            	 
	
              Title: CEO 

            	 	 	
              Title:
      SVP & General Counsel

            	 


    

     

     

     

     

     

     

     

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