AS
EXHIBIT H, AND THE ISSUANCE OF 500 SHARES OF URIGEN SERIES B PREFERRED STOCK TO
KTEC PURSUANT TO THE TERMS THEREOF;
(8)
URIGEN'S ISSUANCE OF 500 SHARES OF URIGEN
SERIES B PREFERRED STOCK TO DIAN GRIESEL;
(9)
THE EXECUTIVE EMPLOYMENT AGREEMENT, DATED
AS OF MAY 1, 2006, ATTACHED HERETO AS EXHIBIT I, PURSUANT TO WHICH URIGEN HAS
AGREED TO PAY TERRY NIDA COMPENSATION IN THE FORM OF 10,000 SHARES OF URIGEN
SERIES B PREFERRED STOCK COMMENCING ON OCTOBER 31, 2006, PURSUANT TO THE TERMS
THEREOF;
(10)
THE FUTURE ISSUANCE OF URIGEN SERIES B PREFERRED
STOCK TO "ACCREDITED INVESTORS" AS DEFINED IN REGULATION D PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACCREDITED INVESTORS"), FOR AN
AGGREGATE CONSIDERATION OF UP TO $15.0 MILLION;
(11)
IN ADDITION TO THE ISSUANCES PROVIDED FOR IN
(10) ABOVE, THE FUTURE ISSUANCE OF ADDITIONAL EQUITY SECURITIES TO ACCREDITED
INVESTORS FOR AN AGGREGATE CONSIDERATION OF UP TO $15.0 MILLION ON SUCH TERMS
AND CONDITIONS AS URIGEN AND SUCH INVESTOR(S) MAY AGREE; AND
(12)
THE FUTURE TRANSFER OF CERTAIN SHARES OF URIGEN
COMMON STOCK, PAR VALUE $0.00001 PER SHARE (THE "URIGEN COMMON STOCK"), STANDING
IN THE NAME OF C. LOWELL PARSONS, TO THE PERSONS AND IN THE AMOUNTS PROVIDED FOR
ON EXHIBIT J;
Notwithstanding anything in this Amendment to the contrary, Parent and Urigen
agree that the aforementioned issuances of debt, equity or convertible or other
derivative securities by Urigen shall not increase the aggregate Merger
Consideration to be received by the Urigen Stockholders assuming that such
transactions had not occurred. Additionally, Urigen agrees that the
aforementioned issuances of debt, equity or convertible or other derivative
securities by Urigen shall be subject to, among other things, compliance with
Sections 7.10 and 7.13 of the Merger Agreement.
II.
ACKNOWLEDGEMENTS
A.
PARENT HEREBY ACKNOWLEDGES AND AGREES THAT
THE PHASE II CLINICAL STUDY RESULTS FOR U101 IN CHRONIC PELVIC PAIN OF BLADDER
ORIGIN EXPRESSLY SET FORTH IN THE FORM 425 FILED WITH THE COMMISSION ON
OCTOBER 31, 2006 (FILE NO. 0-22987) DO NOT CONSTITUTE GROUNDS TO TERMINATE THE
MERGER AGREEMENT, WHETHER UNDER SECTION 5.7 OF THE MERGER AGREEMENT OR UNDER ANY
OTHER PROVISION THEREOF.
B.
Parent hereby acknowledges that Urigen
has engaged an investment banking firm to assist it in raising additional
capital, but there is no guarantee that the investment banking firm will be able
to raise any additional capital.
Parent agrees that the engagement of an
investment banking firm by Urigen upon the terms previously disclosed to Parent
shall not constitute grounds to terminate the Merger Agreement, whether under
Sections 5.3, 5.4 or 5.5 or under any other provision thereof.
C.
URIGEN HEREBY ACKNOWLEDGES THAT PARENT
HAS USED ITS COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE LISTING OF PARENT
STOCK ON THE NASDAQ CAPITAL MARKET AND HAS OTHERWISE COMPLIED WITH ALL OTHER
PROVISIONS IN THE MERGER AGREEMENT RELATING TO THE NASDAQ CAPITAL MARKET.
ADDITIONALLY, URIGEN ACKNOWLEDGES THAT PARENT IS NOT IN FULL COMPLIANCE WITH THE
LISTING MAINTENANCE REQUIREMENTS OF THE NASDAQ CAPITAL MARKET AND THAT THE