AMENDMENT NO. 3
REVENUE SHARING, PARTNERSHIP AND DISTRIBUTION AGREEMENT
This Amendment No. 3 (“Amendment No. 3”) to the Revenue Sharing, Partnership and Distribution Agreement
(“RSPDA”) is entered into by and among Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus”),
and Vetericyn, Inc. (“Vetericyn”, and together with Oculus, the “Parties”), a California corporation, as of June 1,
2010, by and among the Parties.
A. Oculus and Vetericyn previously entered into that certain Revenue Sharing Distribution
Agreement effective January 26, 2009, as amended by Amendment No. 1 dated February 24, 2009 and by
Amendment No. 2 dated July 24, 2009 (collectively, the "Agreement").
B. The Parties wish to modify certain terms of the Agreement on the terms and subject to the
conditions set forth in this Amendment No. 3.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and representations
contained in this Amendment No. 3 and the RSPDA, as previously amended, the Parties hereto agree as follows:
1. Certain Sections of the Agreement shall be amended as follows:
(a) Section 1.1 shall be amended in its entirety to read as follows:
“Change in Control” shall mean (a) any consolidation or merger of either party with or into any
other corporation or other entity or person, or any other corporate reorganization, in which the
stockholders of such party immediately prior to such consolidation, merger or reorganization,
own less than fifty one percent (51%) of such party's voting power immediately after such
consolidation, merger or reorganization, or any transaction or series of related transactions to
which either is a party in which in excess of fifty percent (50%) of such party's voting power is
transferred; or (ii) a sale, lease or other disposition of all or substantially all the assets of either
party. A "Change in Control" shall not include transfers of equity or voting power of Distributor