EXHIBIT 10.1
SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF
MERGER
THIS SECOND AMENDMENT TO AGREEMENT
AND PLAN OF MERGER (this " Amendment ") is made and entered
into as of March 28, 2007, by and among VALENTIS, INC., a Delaware
corporation (" Parent "), VALENTIS HOLDINGS, INC., a
Delaware corporation and direct wholly-owned subsidiary of Parent
(" Merger Sub "), and URIGEN N.A., INC., a Delaware
corporation (" Urigen ").
Reference is hereby made to that
certain Agreement and Plan of Merger, dated as of October 5,
2006, as amended February 1, 2007, by and among Parent, Merger Sub,
and Urigen (the " Merger Agreement "). Capitalized
terms used and not otherwise defined herein shall have the
respective meaning ascribed to such terms in the Merger
Agreement.
WHEREAS, Parent, Merger Sub, and
Urigen wish to amend the terms of the Merger Agreement as more
fully set forth under Section I of this Amendment.
NOW, THEREFORE, in consideration of
the agreements, provisions and consents contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which the parties hereby acknowledge, the parties hereto agree as
follows:
I.
Amendment to Merger
Agreement
A.
Section
14.1
(d)(i) of the Merger Agreement is hereby amended and
restated in
