0001193125-10-185974 Sample Contracts

AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • August 11th, 2010 • NeurogesX Inc • Pharmaceutical preparations

THIS AMENDMENT, dated May 20, 2010 (this “Amendment”), to the Financing Agreement made the 29th day of April, 2010 (the “Financing Agreement”) between NeurogesX, Inc., a Delaware corporation (“NeurogesX”) and Cowen Healthcare Royalty Partners, L.P., a limited partnership organized under the laws of the state of Delaware (“CHRP”, and together with NeurogesX, collectively, the “Parties”).

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FINANCING AGREEMENT Dated as of April 29, 2010 between NEUROGESX, INC. and COWEN HEALTHCARE ROYALTY PARTNERS, L.P.
Financing Agreement • August 11th, 2010 • NeurogesX Inc • Pharmaceutical preparations • New York

This DISTRIBUTION, MARKETING AND LICENSE Agreement (hereinafter “Agreement”), made as of the 19th day of June, 2009 (“Effective Date”), between NeurogesX Inc., a Delaware corporation having a place of business at 2215 Bridgepointe Parkway, Suite 200, San Mateo, California 94404, United States of America (“NGX”) and Astellas Pharma Europe Ltd, a corporation established under the laws of England and Wales having a place of business at Lovett House, Lovett Road, Staines, Middlesex, TW18 3AZ, United Kingdom (“Astellas”). Each of NGX and Astellas shall be a “Party,” and together the “Parties.”

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