Exhibit
10.46

     AMENDMENT NO. 1

    TO

    EXHIBIT
A

    TO

    REVENUE
SHARING DISTRIBUTION AGREEMENT

    AND
TO

     REVENUE
SHARING, PARTNERSHIP AND DISTRIBUTION AGREEMENT

    AS

    REVISED
AND AMENDED JUNE 1, 2010

    


    This
Amendment No. 1 (“Amendment No. 1”) to Exhibit A to the Revenue Sharing
Distribution Agreement (“RSDA”) and to the Revenue Sharing, Partnership and
Distribution Agreement (“RSPDA”), as Revised and Amended June 1, 2010, is
entered into by and among Oculus Innovative Sciences, Inc., a Delaware
corporation (“Oculus”), Innovacyn, Inc., a California corporation (“Innovacyn”)
and Vetericyn, Inc., a California corporation (“Vetericyn”, and collectively,
the “Parties”), as of September 1, 2010, by and among the Parties.

    


    RECITALS

    


    A.          Oculus,
Innovacyn and Vetericyn previously executed that certain Exhibit A to the RSDA
and to the RSPDA, as revised and amended, effective June 1, 2010.

    


    B.           The
Parties wish to modify certain terms of said Exhibit A on the terms and subject
to the conditions set forth in this Amendment No. 1.

    


    NOW, THEREFORE, in consideration of the
mutual covenants, agreements and representations contained in this Amendment No.
1, the Parties hereto agree as follows:

    


    1.           Defined
Terms For Calculations:  The definition for the term Vetericyn Base
Price (“VBP”) shall be amended in its entirety to read as follows:

    


    Vetericyn Base Price
(“VBP”) is [    ]* per Units Sold. Commencing April
1, 2013, and annually thereafter during the Term, VBP shall be increased by the
percentage increase, if any, in the Consumer Price Index – All Urban Consumers
(West) over the preceding twelve month period.

    


    2.           Defined
Terms For Calculations:  The definition for the term Puracyn Base
Price (“PBP”) shall be amended in its entirety to read as follows:

    


    Puracyn Base Price
(“PBP”) is [    ]* per Units Sold. Commencing April
1, 2013, and annually thereafter during the Term,  PBP shall be
increased by the percentage increase, if any, in the Consumer Price Index – All
Urban Consumers (West) over the preceding twelve month period.

    


    3.           Defined
Terms For Calculations:  The definition for the term Net Revenue –
Vetericyn (“NRV”) shall be amended in its entirety to read as
follows:

    


    *
Confidential material redacted and separately filed with the
Commission


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Net Revenue – Vetericyn
(“NRV”) is gross revenue less (1) discounts, (2) allowances, (3) shipping
costs (including order fulfillment costs) and (4) a deduction in the amount of
[    ]* of gross revenue to compensate for sales and
marketing representative costs.

    


    4.           Defined
Terms For Calculations:  The definition for the term Net Revenue –
Puracyn (“NRP”) shall be amended in its entirety to read as
follows:

    


    Net Revenue – Puracyn
(“NRP”) is gross revenue less (1) discounts, (2) allowances, (3) shipping
costs (including order fulfillment costs) and (4) a deduction in the amount of
[    ]* of gross revenue to compensate for sales and
marketing representative costs.

    


    5.           Conflict.  In
the event of any conflict between the provisions of this Amendment No. 1 and the
provisions of the RSDA or the RSPDA, the provisions of this Amendment No. 1
shall prevail and the provisions of the respective RSDA or RSPDA shall be deemed
modified by this Amendment No. 1 as necessary to resolve such
conflict.

    


    6.           Effect of
Amendment.  Except as expressly amended by this Amendment No. 1
and/or by the preceding sentence, the terms and provisions of the RSDA and the
RSPDA shall continue in full force and effect.

    


    
      
        	 
      	
                OCULUS
      INNOVATIVE SCIENCES, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Jim Schutz

              
	 
      	
                Name:

              	
                Jim
      Schutz

              
	 
      	
                Title:

              	
                COO

              
	 
      	
                Date:

              	
                November
      1, 2010

              
	 
      	 
      	 
      
	 
      	
                INNOVACYN,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Richard E. Jones

              
	 
      	
                Name:

              	
                Richard
      E. Jones

              
	 
      	
                Title:

              	
                CFO

              
	 
      	
                Date:

              	
                October
      21, 2010

              
	 
      	 
      	 
      
	 
      	
                VETERICYN,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Richard E. Jones

              
	 
      	
                Name:

              	
                Richard
      E. Jones

              
	 
      	
                Title:

              	
                CFO

              
	 
      	
                Date:

              	
                October
      21, 2010

              


      

    

    


    *
Confidential material redacted and separately filed with the
Commission