Item 1.01. Entry Into a Material Definitive Agreement.

Effective August 24, 2009, Urigen, N.A., Inc. the wholly owned subsidiary of Urigen Pharmaceuticals, Inc. (the "Company"), entered into Amendment No.3 (the "Amendment") to the certain License Agreement effective June 6, 2004 between Urigen N.A and the Regents of the University of California (the "University") for Invention Docket Nos. SD2003-049 and SD2004-134 "Novel Intravesical Therapy for Immediate Symptom Selief and Chronic Therapy in Interstitial Cystitis Patients." Pursuant to the terms of the Amendment, the license maintenance fees were amended to provide for future payments as follows:

A. $20,000 on June 6, 2010,

B. $25,000 on June 6, 2011 and annually thereafter on each anniversary; provided however that the Company's obligation to pay license maintenance fees will send on the date the Company is commercially selling the licensed product.

The Amendment provides that as partial consideration and in lieu of cash for license maintenance fees that were due on May 6, 2009 and June 6, 2009, the Company shall issue 250,000 shares of its common stock to the University. The acceptance of the Shares is subject to the final approval of the Office of the President of the University.

Item 9.01 Financial Statements and Exhibits

Exhibit Description Number 10.1 Amendment No. 3 to the License Agreement effective June 6, 2004 between the Company 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.

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