Item 3.02 Unregistered Sales of Equity Securities

Effective April 28, 2009, Urigen Pharmaceuticals, Inc. (the "Company" or "Urigen") entered into an Amendment (the "Amendment") to the Note Purchase Agreement dated as of January 9, 2009 (the "Purchase Agreement") with Platinum-Montaur Life Science, LLC ("Platinum" or the "Holder"). Pursuant to the Amendment the Company issued a 10% senior secured convertible promissory note in the principal amount of $40,000 (the "Note"). The Note matures on October 9, 2009. The terms of the Note are the same as the Note issued by the Company pursuant to the Purchase Agreement on January 9, 2009.

Item 9.01 Financial Statements and Exhibits

Exhibit Description Number 10.1 Amendment dated April 28, 2009 by and between Urigen Pharmaceuticals, Inc. and Platinum-Montaur Life Sciences, LLC 10.2 Senior Secured Convertible Promissory Note dated April 28, 2009.

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