Exhibit
10.31





***Sections
4 and 5 of this Amendment have been omitted pursuant to a request for
confidential treatment and have been filed separately with the U.S. Securities
and Exchange Commission.





Amendment
#5


to


License
Agreement 2003-03-0433








This
amendment #5 (“Amendment #5”) is made by and between OcuSense, Inc., a Delaware
corporation, having an address at 12707 High Bluff Drive, Suite 200, San Diego,
California 92130 (“LICENSEE”) and The Regents of The University of California, a
California corporation having its statewide administrative offices at 1111
Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by
its San Diego campus having an address at University of California, San Diego,
Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500
Gilman Drive, La Jolla, California 92093-0910 (“UCSD”).





This
Amendment #5 is effective on June 29, 2007 (“Amendment #5 Effective
Date”).





RECITALS





WHEREAS,LICENSEE and
UNIVERSITY previously entered into License Agreement #5003-03-0433 (“License”)
as of March 12, 2003 (as amended 6/9/03, 9/5/05, 7/7/06 and 10/9/06) for the
commercial development of UCSD invention disclosure SD2002-180 titled, “Volume
Independent Tear Film Osmometer” (“Invention”);





WHEREAS,in its efforts to
develop market opportunities for the Invention, LICENSEE has requested certain
revisions and/or clarifications to the License so as to facilitate LICENSEE’s
establishment of meaningful distribution channels and strategic partnerships,
furthering the likelihood of realizing broad commercial markets for
Invention;





WHEREAS,UNIVERSITY is
desirous that LICENSEE achieve the broadest possible commercial success with
Invention and therefore UNIVERSITY is amenable to clarifying the terms of
LICENSEE’s agreement via the following amendments to License.





Therefore,
it is hereby agreed that in consideration of a one-time license amendment fee of
seven thousand five hundred dollars (US$7,500.00) payable upon execution of this
Amendment #5:





1.
            A
      new Paragraph 1.2(m) is added to the License to
  read:





“use and
products for the measurement and/or analysis of biomarkers or other analytes in
tears; for the diagnosis and/or management of diseases, but excluding the fields
described in any of Paragraphs 1.2(a) through 1.2(l).”





2.
            Paragraph
      1.5 of the License is amended in its entirety to read as
      follows:





1








“”Patent Rights” shall include
all of the patent rights listed in the table below, and: (i) any conversions or
utility patent applications claiming priority thereto; (ii) any continuing
applications or utility patent applications with respect thereto, including
reissues, extensions, substitutions, continuations, divisions, and
continuation-in-part applications to the extent the claims in such
continuation-in-part applications are supported in the specification; (iii) any
corresponding foreign applications or patents; (iv) and all patents filed by
UNIVERSITY having claims which are supported by specifications of any of the
foregoing.”








UCSD
      Case #
            Application
      #
            Patent
      #
            Inventor(s)
            Assignee
            Parent2002-180-1
            60/311,198
            NA
            Sullivan
            UC
            NA2002-180-2
            60/401,432
            NA
            Sullivan
            UC
            NA2002-180-3
            10/400,617
            7,017,394
            Sullivan
            UC
            conversion
      dash 1 and 22002-180-4
            10/722,084
            7,051,569
            Sullivan
      /Donsky
            JointUC/Ocusense
            CIP
      of dash 32002-180-5
            10/810,780
            7,111,502
            Sullivan
      /Donsky
            UC
            CIP
      of dash 32002-180-6
            11/358,986
            abandoned
            Sullivan
            UC
            CIP
      of dash 32002-180-7(2006-296)
            60/912,129
            NA
            Sullivan
            UC
            CIP
      of dash 62002-180-7(2006-296)
            11/735,935
            
            Sullivan
            UC
            CIP
      of dash 82002-180-8
            11/327,884
            7,204,122
            Sullivan
      /Donsky
            JointUC/Ocusense
            div
      of dash 42007-211-1
            60/869,543
            
            Sullivan
      /Donsky
            JointUC/Ocusense
            CIP
      of dash 3








3.
            A
      new Paragraph 2.2(e) is added to the License to read as
      follows:





“For so
long as LICENSEE is licensed by UNIVERSITY under Section 2.1 above, if LICENSEE
grants a license to a third party under its own interest in any of the Patent
Rights licensed hereunder that are jointly owned by the parties, LICENSEE shall
also concurrently grant a sublicense under this Paragraph 2.2 under UNIVERSITY’s
interest in such jointly-owned Patent Rights.”





***Sections
4 and 5 in their entirety have been omitted pursuant to a request for
confidential treatment and have been filed separately with the U.S. Securities
and Exchange Commission.





6.       A
new Paragraph 7.7 is added to the License to read as follows:





“Notwithstanding
Paragraph 7.1 above, this Agreement will terminate upon written notice given by
UNIVERSITY in its sole discretion, upon the filing of a claim in a court or
government agency seeking a determination that any portion of UNIVERSITY’s
Patent Rights is valid or unenforceable where the filing is by the LICENSEE, a
third party on behalf of the LICENSEE, or a third party at the written urging of
the LICENSEE; provided, however, that if any third party files such a claim on
behalf of LICENSEE (not at the written urging of LICENSEE) and LICENSEE
cooperates reasonably, as requested by the UNIVERSITY, to oppose such claim,
then such filing by the third party shall not be grounds for termination; and
further provided, however, that the right of termination set forth in this
Paragraph 7.7 shall not apply with respect to (i) interference proceedings with
respect to Patent Rights and patents or patent applications of LICENSEE or its
Affiliates, (ii) any good faith correspondence between LICENSEE and the United
States Patent and Trademark Office in the course of LICENSEE’s prosecution of
its interest in the Patent Rights or its prosecution of  Patent Rights
for which UNIVERSITY has granted LICENSEE prosecution rights and/or (ii)
disputes regarding inventorship.  For clarity, the parties acknowledge
that the filing of a claim or counterclaim by a third party in response to a
suit or threatened suit for enforcement of the Patent Rights shall not be
grounds for termination under this Paragraph 7.7.”





2




IN WITNESS WHEREOF, both
UNIVERSITY and LICENSEE have executed this Amendment #5, in duplicate originals,
by their respective and duly authorized officers on the day and year
written.





OCUSENSE
      INC.
            
            THE
      REGENTS OF THEUNIVERSITY
      OF CALIFORNIABy
            “Eric
      Donsky”
            
            By
            ”Jane
      Moores”(signature)
            
            (signature)Name:
            Eric
      Donsky
            
            Name:
            Jane
      Moores, Ph.D.Title:
            CEO
            
            Title:
            Interim
      DirectorTechnology
      Transfer & IntellectualProperty
      ServicesDate  7/9/07
            
            Date  7/2/07




3