content: <PAGE>
   
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
  
                                      FORM 8-K
  
  
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
  
                                    July 8, 1998
                  Date of Report (Date of earliest event reported)
  
  
  
                                    UROGEN CORP.
               (Exact name of registrant as specified in its charter)
  
  
  
  
           Delaware                       0-27264                 33-0687976
     ------------------------         -----------------        ---------------
  (State or other jurisdiction of  (Commission File Number)  (I.R.S. Employer
   incorporation)                                             Identification No.)
                                                                            
  
  
  
                             10835 Altman Row,  Suite A
                            San Diego, California  92121
                      (Address of principal executive offices)
  
                                   (619) 450-5949
                (Registrant's telephone number, including area code)
  <PAGE>
   
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
            ------------------------------------ 
  
            On  July 8, 1998, UroGen Corp., a Delaware corporation, ("UroGen")
  purchased, leased and licensed certain tangible property, intellectual
  property, and other assets of Baxter Healthcare, Inc. ("Baxter"), a Delaware
  corporation (the "Acquisition"), for a total purchase price, payable in UroGen
  stock, of approximately $6,712,316.63, based upon the closing price of
  UroGen's stock on July 8, 1998. In addition, upon the occurrence of certain
  events UroGen will acquire certain other assets from Baxter for additional
  stock. The aggregate amount of UroGen stock to be issued is expected to
  represent 19% of the total voting power in UroGen on a preconverted basis and
  50% of the total outstanding stock on a fully converted basis.
  
            Under the terms of the agreement, UroGen obtained exclusive rights to
  Baxter's adenoviral-based gene transfer technologies in exchange for 5,444
  shares of non-voting Series A Convertible Preferred Stock and 133,900 shares of
  Common Stock.  Each share of the Series A Preferred is convertible into 1,000
  shares of UroGen Common Stock.  UroGen will also acquire, for an additional
  1,768,319 shares of Common Stock and 325 shares of Series A Convertible
  Preferred Stock, certain fixed assets used in Baxter's gene therapy program.
  
            Baxter will provide funding to UroGen for continued research and
  development of the acquired technology in the form of loans under an unsecured
  line of credit under which UroGen will issue additional Convertible Preferred
  Stock on an annual basis.  Baxter also will have exclusive worldwide rights to
  sell, market and distribute products that are developed, using this technology,
  for blood clotting disorders.  A team of scientists involved in the project will
  join UroGen and relocate to San Diego.  A Baxter representative will join the
  UroGen board of directors.
  
       In a related transaction UroGen sold $1,030,000 of unsecured convertible
  notes to various private investors.  Such notes are convertible into Common
  Stock at a price of $1.00 per share.  The Company also issued warrants to
  purchase 515,000 shares of Common Stock to those investors, exercisable at 74c
  per share.
  
            A copy of the Asset Purchase Agreement, the Amendment to Asset
  Purchase Agreement, and related agreements are filed as exhibits to this report
  and  are incorporated herein by this reference.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            --------------------------------- 
  
            The following financial statements and exhibits are filed as part of
  this report, where indicated.
  
       (a) Financial statements of business acquired, prepared pursuant to Rule
           3.05 of Regulation S-X:
  
            Not applicable.
  
       (b) Pro forma financial information required pursuant to Article 11 of
           Regulation S-X:
  
            Not applicable.
  
       (c) Exhibits in accordance with Item 601 of Regulation S-K:
  
  
                                        -2-
  <PAGE>
   
            Exhibits.
            -------- 
  
            2.1  Asset Purchase Agreement, dated as of February 28, 1998, between
                 UroGen Corp., a Delaware corporation ("UroGen") and Baxter
                 Healthcare Corporation, a Delaware corporation ("Baxter").
   
            2.2  Amendment to Asset Purchase Agreement, dated as of  May 27, 1998,
                 between UroGen and Baxter.
  
            2.3  Distribution Agreement, dated July 8, 1998, by and among UroGen
                 Corp. and Baxter.
  
            2.4  Investor Rights Agreement, dated July 8, 1998, between UroGen
                 and Baxter.
  
            2.5  Credit Agreement, dated July 8, 1998, between UroGen and Baxter.
  
            2.6  Developmental Collaboration Agreement, dated July 8, 1998,
                 between UroGen and Baxter.
  
            2.7  Technology License Agreement, dated July 8, 1998, between UroGen
                 and Baxter.
  
            4.1  Certificate of Designation of Preferences and Rights of Series A
                 Preferred Stock of UroGen.
  
            4.2  Certificate of Designation of Preferences and Rights of Series B
                 Preferred Stock of UroGen.
  
            4.3  Certificate of Designation of Preferences and Rights of Series C
                 Preferred Stock of UroGen.
  
            The Registrant agrees to supplementally furnish the Securities and
            Exchange Commission with a copy of any other exhibits or schedules
            upon request.
  
                                        -3-
  <PAGE>
   
                                     SIGNATURES
  
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      UROGEN CORP.
  
  
  
  Dated:    July 23, 1998             By:  /s/ Paul Quadros
                                           ---------------------------
                                           Paul Quadros
                                           Chief Executive Officer
   
  
  
  
                                        -4-
  <PAGE>
   
                                 INDEX TO EXHIBITS
  
  
  
  EXHIBIT                                  DESCRIPTION
  NUMBER
  
      2.1      Asset Purchase Agreement, dated as of  February 28, 1998, between
               UroGen Corp., a Delaware corporation ("UroGen") and Baxter
               Healthcare Corporation, a Delaware corporation ("Baxter").
  
      2.2      Amendment to Asset Purchase Agreement, dated as of May 27, 1998,
               between UroGen and Baxter.
  
      2.3      Distribution Agreement, dated July 8, 1998, by and among UroGen
               Corp. and Baxter.
  
      2.4      Investor Rights Agreement, dated July 8, 1998, between UroGen
               and Baxter.
  
      2.5      Credit Agreement, dated July 8, 1998, between UroGen and Baxter.
  
      2.6      Developmental Collaboration Agreement, dated July 8, 1998, between
               UroGen and Baxter.
  
      2.7      Technology License Agreement, dated July 8, 1998, between UroGen
               and Baxter.
  
      4.1      Certificate of Designation of Preferences and Rights of Series A
               Preferred Stock of UroGen.
  
      4.2      Certificate of Designation of Preferences and Rights of Series B
               Preferred Stock of UroGen.
  
      4.3      Certificate of Designation of Preferences and Rights of Series C
               Preferred Stock of UroGen.
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text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
                                    July 8, 1998
                  Date of Report (Date of earliest event reported)
  
                                    UROGEN CORP.
               (Exact name of registrant as specified in its charter)
  
           Delaware                       0-27264                 33-0687976
     ------------------------         -----------------        ---------------
  (State or other jurisdiction of  (Commission File Number)  (I.R.S. Employer
   incorporation)                                             Identification No.)
                                                                            
  
                             10835 Altman Row,  Suite A
                            San Diego, California  92121
                      (Address of principal executive offices)
  
                                   (619) 450-5949
                (Registrant's telephone number, including area code)
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
            ------------------------------------ 
  
            On  July 8, 1998, UroGen Corp., a Delaware corporation, ("UroGen")
  purchased, leased and licensed certain tangible property, intellectual
  property, and other assets of Baxter Healthcare, Inc. ("Baxter"), a Delaware
  corporation (the "Acquisition"), for a total purchase price, payable in UroGen
  stock, of approximately $6,712,316.63, based upon the closing price of
  UroGen's stock on July 8, 1998. In addition, upon the occurrence of certain
  events UroGen will acquire certain other assets from Baxter for additional
  stock. The aggregate amount of UroGen stock to be issued is expected to
  represent 19% of the total voting power in UroGen on a preconverted basis and
  50% of the total outstanding stock on a fully converted basis.
  
            Under the terms of the agreement, UroGen obtained exclusive rights to
  Baxter's adenoviral-based gene transfer technologies in exchange for 5,444
  shares of non-voting Series A Convertible Preferred Stock and 133,900 shares of
  Common Stock.  Each share of the Series A Preferred is convertible into 1,000
  shares of UroGen Common Stock.  UroGen will also acquire, for an additional
  1,768,319 shares of Common Stock and 325 shares of Series A Convertible
  Preferred Stock, certain fixed assets used in Baxter's gene therapy program.
  
            Baxter will provide funding to UroGen for continued research and
  development of the acquired technology in the form of loans under an unsecured
  line of credit under which UroGen will issue additional Convertible Preferred
  Stock on an annual basis.  Baxter also will have exclusive worldwide rights to
  sell, market and distribute products that are developed, using this technology,
  for blood clotting disorders.  A team of scientists involved in the project will
  join UroGen and relocate to San Diego.  A Baxter representative will join the
  UroGen board of directors.
  
       In a related transaction UroGen sold $1,030,000 of unsecured convertible
  notes to various private investors.  Such notes are convertible into Common
  Stock at a price of $1.00 per share.  The Company also issued warrants to
  purchase 515,000 shares of Common Stock to those investors, exercisable at 74c
  per share.
  
            A copy of the Asset Purchase Agreement, the Amendment to Asset
  Purchase Agreement, and related agreements are filed as exhibits to this report
  and  are incorporated herein by this reference.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            --------------------------------- 
  
            The following financial statements and exhibits are filed as part of
  this report, where indicated.
  
       (a) Financial statements of business acquired, prepared pursuant to Rule
           3.05 of Regulation S-X:
  
            Not applicable.
  
       (b) Pro forma financial information required pursuant to Article 11 of
           Regulation S-X:
  
            Not applicable.
  
       (c) Exhibits in accordance with Item 601 of Regulation S-K:
  
                                        -2-
  Exhibits.
            -------- 
  
            2.1  Asset Purchase Agreement, dated as of February 28, 1998, between
                 UroGen Corp., a Delaware corporation ("UroGen") and Baxter
                 Healthcare Corporation, a Delaware corporation ("Baxter").
   
            2.2  Amendment to Asset Purchase Agreement, dated as of  May 27, 1998,
                 between UroGen and Baxter.
  
            2.3  Distribution Agreement, dated July 8, 1998, by and among UroGen
                 Corp. and Baxter.
  
            2.4  Investor Rights Agreement, dated July 8, 1998, between UroGen
                 and Baxter.
  
            2.5  Credit Agreement, dated July 8, 1998, between UroGen and Baxter.
  
            2.6  Developmental Collaboration Agreement, dated July 8, 1998,
                 between UroGen and Baxter.
  
            2.7  Technology License Agreement, dated July 8, 1998, between UroGen
                 and Baxter.
  
            4.1  Certificate of Designation of Preferences and Rights of Series A
                 Preferred Stock of UroGen.
  
            4.2  Certificate of Designation of Preferences and Rights of Series B
                 Preferred Stock of UroGen.
  
            4.3  Certificate of Designation of Preferences and Rights of Series C
                 Preferred Stock of UroGen.
  
            The Registrant agrees to supplementally furnish the Securities and
            Exchange Commission with a copy of any other exhibits or schedules
            upon request.
  
                                        -3-
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      UROGEN CORP.
  
  Dated:    July 23, 1998             By:  /s/ Paul Quadros
                                           ---------------------------
                                           Paul Quadros
                                           Chief Executive Officer
   
  
                                        -4-
  INDEX TO EXHIBITS
  
  EXHIBIT                                  DESCRIPTION
  NUMBER
  
      2.1      Asset Purchase Agreement, dated as of  February 28, 1998, between
               UroGen Corp., a Delaware corporation ("UroGen") and Baxter
               Healthcare Corporation, a Delaware corporation ("Baxter").
  
      2.2      Amendment to Asset Purchase Agreement, dated as of May 27, 1998,
               between UroGen and Baxter.
  
      2.3      Distribution Agreement, dated July 8, 1998, by and among UroGen
               Corp. and Baxter.
  
      2.4      Investor Rights Agreement, dated July 8, 1998, between UroGen
               and Baxter.
  
      2.5      Credit Agreement, dated July 8, 1998, between UroGen and Baxter.
  
      2.6      Developmental Collaboration Agreement, dated July 8, 1998, between
               UroGen and Baxter.
  
      2.7      Technology License Agreement, dated July 8, 1998, between UroGen
               and Baxter.
  
      4.1      Certificate of Designation of Preferences and Rights of Series A
               Preferred Stock of UroGen.
  
      4.2      Certificate of Designation of Preferences and Rights of Series B
               Preferred Stock of UroGen.
  
      4.3      Certificate of Designation of Preferences and Rights of Series C
               Preferred Stock of UroGen.