COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made as of January 21, 2000 by
and among UroGen Corp., a Delaware corporation (the "Company"), with its principal office at 10835 Altman
Row, Suite 150, San Diego, California 92121 and the investors whose names appear on the Schedule of
Investors attached hereto as Exhibit A (the "Investors").
Purchase of Common Stock
1.1 Common Stock. Subject to the terms and conditions hereof, the Company will issue and sell to each
Investor, and each Investor will each purchase from the Company, severally, the number of shares (the "Shares")
of the Company's Common Stock (the "Common Stock") set forth opposite such Investor's name on the
Schedule of Investors, at a purchase price of $2.00 per Share. The maximum aggregate number of Shares
issuable hereunder is 2,000,000 Shares.
1.2 Purchase Price. The purchase price payable by each Investor for the Shares to be purchased hereunder (the
"Purchase Price") shall be equal to the number of Shares to be purchased by that Investor multiplied by $2.00, as
set forth opposite such Investor's name on the Schedule of Purchasers.
1.3 Obligations of Investors. The obligations of the Investors hereunder are several and not joint.
Closing and Delivery
2.1 Place and Date of Closing. The initial closing of the transactions provided for herein (the "Closing") will be
held at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304 at
10:00 a.m. on January 21, 2000 (the "Closing Date") or at such other time and place as the parties shall mutually
2.2 Subsequent Closings. The Company may, at its option, schedule additional closings (the "Additional
Closings") after the first Closing has been completed on such date or dates as the Company may determine, but
not later than February 29, 2000. The date of each Additional Closing is hereinafter referred to as an "Additional