AMENDMENT NO. 3 TO THE LICENSE AGREEMENT EFFECTIVE JUNE 6, 2004 BETWEEN URIGEN N.A., INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR INVENTION DOCKET NOs. SD2003-049 AND SD2004-134

AMENDMENT NO. 3 TO THE

LICENSE AGREEMENT

EFFECTIVE JUNE 6, 2004

BETWEEN URIGEN N.A., INC.

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”

This amendment to the agreement (this "Amendment 3") is made by and between Urigen N.A., Inc. located at 27 Maiden Lane, Suite 595, San Francisco, California 94108 ("LICENSEE") and The Regents Of The University Of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 ("UNIVERSITY"), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 ("UCSD").

When signed by both parties, this Amendment 3 is effective as of the date of the last signature below (“Amendment 3 Effective Date”).

Whereas, LICENSEE and UNIVERSITY entered into a license agreement for the UCSD Cases cited above, UC Control No. 2004-03-0625, effective June 6, 2004 and reissued effective January 18, 2006 (“Agreement”);

Whereas , LICENSEE was previously known to UNIVERSITY as EGB Advisors LLC, Urigen Holdings Inc. and Urigen Pharmaceuticals, Inc.;

Whereas, LICENSEE and UNIVERSITY wish to amend the Agreement to include certain corrections and modifications.

NOW THEREFORE, in consideration of the mutual covenants and premises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties amend the Agreement as follows:

1.       Paragraph 3.1(c) of the Agreement is hereby deleted and restated in its entirety to read as follows: