Item 3.02 Unregistered Sales of Equity Securities

Effective August 13, 2009, Urigen Pharmaceuticals, Inc. (the "Company" or "Urigen") entered into an Amendment No.2 (the "Amendment") to the Note Purchase Agreement dated as of January 9, 2009 (the "Purchase Agreement") with Platinum-Montaur Life Science, LLC. Pursuant to the Amendment the Company issued a 10% senior secured convertible promissory note in the principal amount of $202,500 (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 August 13, 2009 by and between Urigen Pharmaceuticals, Inc. and Platinum-Montaur Life Sciences, LLC 10.2 Senior Secured Convertible Promissory Note dated August 13, 2009.

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