Unassociated Document


    Exhibit
10.1

     

    UCSD Case
Nos. SD2003-049 and SD2004-134

     

    AMENDMENT
NO. 2 TO THE

    LICENSE
AGREEMENT

    EFFECTIVE
JUNE 6, 2004

    BETWEEN
URIGEN PHARMACEUTICALS, INC.

    AND

    THE
REGENTS OF THE UNIVERSITY OF CALIFORNIA

    FOR

    INVENTION
DOCKET NOs. SD2003-049 AND SD2004-134

    "NOVEL
INTRAVESICAL THERAPY FOR IMMEDIATE SYMPTOM

    RELIEF
AND CHRONIC THERAPY IN INTERSTITIAL CYSTITIS

    PATIENTS"

     

    This
amendment to the agreement (this "Amendment 2") is made by and between Urigen
Pharmaceuticals, Inc. located at 27 Maiden Lane, Suite 595, San Francisco,
California 94108 ("LICENSEE") and The Regents Of The University Of California, a
California corporation having its statewide administrative offices at 1111
Franklin Street, Oakland, California 94607­5200 ("UNIVERSITY"), as
represented by its San Diego campus having an address at University of
California, San Diego, Technology Transfer Office, Mail-code 0910, 9500 Gilman
Drive, La Jolla, California 92093-0910 ("UCSD").

     

    When
signed by both parties, this Amendment 2 is effective as of the date of the last
signature below ("Amendment 2 Effective Date").

     

    Whereas,
LICENSEE and UNIVERSITY entered into a license agreement for the UCSD
Cases cited above, UC Control No. 2004-03-0625, effective June 6, 2004 and
reissued effective January 18, 2006 ("Agreement");

     

    Whereas,
LICENSEE was previously known to UNIVERSITY as EGB Advisors LLC, Urigen
Holdings Inc. and Urigen N.A.;

     

    Whereas,
LICENSEE and UNIVERSITY wish to amend the Agreement to include certain
corrections and modifications.

     

    NOW
THEREFORE, in consideration of the mutual covenants and premises contained
herein, the receipt and sufficiency of which is hereby acknowledged, the parties
amend the Agreement as follows:

     

    1.
Paragraph 3.1(c) of the Agreement is hereby deleted and restated in its entirety
to read as follows:

     

    (c)     
license
maintenance fees according to the following schedule:

    Fifteen
Thousand Dollars (US$15,000.00) payable on June 6, 2006 (the parties acknowledge
that this fee has already been paid);

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    Fifteen
Thousand Dollars (US$15,000.00) payable on June 6, 2007 (the parties acknowledge
that this fee has already been paid);

    Five
Thousand Dollars (US$5,000.00) payable on May 6, 2009;

    Fifteen
Thousand Dollars (US$15,000.00) payable on June 6, 2009;

    Twenty
Thousand Dollars (US$20,000.00) payable on June 6, 2010;

    Twenty-five
Thousand Dollars (US$25,000.00) payable on June 6, 2011 and annually thereafter
on each anniversary; provided however, that LICENSEE's obligation to pay this
fee shall end on the date when LICENSEE is commercially selling a Licensed
Product;

     

    Except as
amended and set forth above, the Agreement shall continue in full force and
effect.

     

    This
Amendment 2 may be executed in any number of counterparts, each of which will he
deemed an original, and all of which together shall constitute one
instrument.

     

    If one or
more provisions of this Amendment 2 are held to be unenforceable under
applicable law, such provision shall be excluded from this Amendment and the
balance of the Amendment 2 shall be interpreted as if such provision was so
excluded and shall be enforceable in accordance with its terms.

     

    This
Amendment 2, together with the Agreement and Amendment No. 1, constitutes the
full and entire understanding and agreement between the parties with regard to
the subjects hereof and thereof.

     

    This
Amendment 2 shall be governed by and construed under the laws of the State of
California.

     

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      IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 to the
License Agreement.

       

       

    

     

    
      
        
          
            
              
                
                  
                    
                      	URIGEN
      PHARMACEUTICALS, INC.	 	 	THE
      REGENTS OF THE UNIVERSITY
      OF CALIFORNIA:	 
	 	 	 	 	 
	 	 	 	 	 
	
                              /s/William
      J. Garner 

                            	 	 	
                              /s/
      Jane C. Moore Ph.D. 

                            	 
	
                                    
                                (Signature)

                              

                            	 	 	
                               

                            	 
	 	 	 	 	 
	
                              Name:
      William J. Garner 

                            	 	 	
                              Name:
      Jane C. Moore Ph.D. 

                            	 
	      
                              Title:
      CEO

                            	 	 	Title:
      Assistant Vice Chancellor Technology Transfer Office	 
	 	 	 	 	 
	 	 	 	 	 
	Date:
      12/22/08	 	 	Date:
      12/17/08