LICENSE AGREEMENT BETWEEN URIGEN HOLDINGS INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIALicense Agreement • March 30th, 2007 • Valentis Inc • Biological products, (no disgnostic substances) • California
This agreement (“Agreement”) is made by and between Urigen Holdings Inc., having an address at 25th Floor, 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3, Canada, (“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 USA (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 USA (“UCSD”).
LICENSE AGREEMENTLicense Agreement • March 30th, 2007 • Valentis Inc • Biological products, (no disgnostic substances) • British Columbia
This License Agreement (the “Agreement”) is made and entered into as of May 12, 2006 (the “Effective Date”), by and between Kalium, Inc., a corporation organized under the laws of the State of California (“KALIUM”), having a registered address at 5197 Alta Vista Street, San Diego, California, USA, 92019, and Urigen Holdings Inc., a corporation organized under the laws of British Columbia, Canada (“URIGEN”), having an office of registered and records office at 25th Floor, 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3, Canada. KALIUM and URIGEN may sometimes hereinafter be referred to individually as “a Party” or jointly as the “Parties”.
Letterhead of Smith, Gambrell & Russell, LLP] March 29, 2007Agreement and Plan of Merger • March 30th, 2007 • Valentis Inc • Biological products, (no disgnostic substances)
We have acted as special counsel to Urigen N.A., Inc. (“Urigen”) in connection with the proposed merger (the “Merger”) of Valentis Holdings, Inc. (“Valentis Holdings”) with and into Urigen, which will thereby become a wholly-owned subsidiary of Valentis, Inc. (“Valentis”), pursuant to the terms of and as described in that certain Agreement and Plan of Merger dated as of October 5, 2006 and amended as of February 1, 2007 and March 28, 2007 (as amended, the “Merger Agreement”), by and among Valentis, Valentis Holdings, and Urigen described in the Valentis Registration Statement on Form S-4, to be filed with the Securities and Exchange Commission on or about March 29, 2007 (the “Registration Statement”). At your request, in connection with the filing by Valentis of the Registration Statement and the Proxy Statement-Prospectus of Urigen and Valentis (the “Proxy Statement-Prospectus”) included as part of the Registration Statement, we are rendering our opinion concerning certain federal inc
MASTER CLINICAL SERVICES AGREEMENT between URIGEN HOLDINGS, INC. and CLINIMETRICS RESEARCH CANADA, INC.Master Clinical Services Agreement • March 30th, 2007 • Valentis Inc • Biological products, (no disgnostic substances) • Ontario
This Master Services Agreement (this “Agreement”) is made as of October 4, 2005 by and between Urigen, Inc., a Canadian corporation with offices located at Urigen Holdings, Inc., 515 West Hastings Street, Suite 7100, Vancouver, BC V6B 5K3, Canada (“Urigen”) and Clinimetrics Research Canada, Inc., an Ontario corporation with offices at 2655 North Sheridan Way, Suite 120, Mississauga, Ontario L5K2P8, Canada (“Service Provider”).
