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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File Number: 000-50344





LPATH, INC.

(Exact name of registrant as specified in its charter)







|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Nevada                                                        |  | 16-1630142                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)

6335 Ferris Square, Suite A, San Diego, CA 92121

(Address of
principal executive offices, including zip code)

(858) 678-0800

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The number of shares of issuers outstanding Class A common stock as of November 9, 2010 was 53,361,901.









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LPATH, INC.

FORM 10-Q

September 30, 2010

TABLE OF CONTENTS



|           |  |                                                                                       |    |  |    | 
|---------- |  | ------------------------------------------------------------------------------------- | -- |  | -- | 
|           |  |                                                                                      
|PART I     |  | FINANCIAL INFORMATION                                                                 |    |  | 3  | 
|           |  |                                                                                      
|ITEM 1:    |  | Financial Statements                                                                  |    |  | 3  | 
|           |  |                                                                                      
|ITEM 2:    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |    |  | 9  | 
|           |  |                                                                                      
|ITEM 4:    |  | Controls and Procedures                                                               |    |  | 11 | 
|           |  |                                                                                      
|PART II    |  | OTHER INFORMATION                                                                     |    |  | 12 | 
|           |  |                                                                                      
|ITEM 1:    |  | Legal Proceedings                                                                     |    |  | 12 | 
|           |  |                                                                                      
|ITEM 2:    |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |    |  | 12 | 
|           |  |                                                                                      
|ITEM 3:    |  | Defaults upon Senior Securities                                                       |    |  | 12 | 
|           |  |                                                                                      
|ITEM 4:    |  | (Removed and Reserved)                                                                |    |  | 12 | 
|           |  |                                                                                      
|ITEM 5:    |  | Other Information                                                                     |    |  | 12 | 
|           |  |                                                                                      
|ITEM 6:    |  | Exhibits                                                                              |    |  | 13 | 
|           | 
|SIGNATURES |  |                                                                                       | 15 | 



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PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

LPATH, INC.

Condensed Consolidated Balance Sheets

(Unaudited)



|                                                                                                                                                                          |  |                   |             |   |                  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                                                          |  | September 30,2010 |             |   | December 31,2009 |  
|ASSETS                                                                                                                                                                    |  |                   |             |   |                  |   |             |  
|Current Assets:                                                                                                                                                           |  |                   |             |   |                  |   |             |  
|Cash and cash equivalents                                                                                                                                                 |  | $                 | 3,113,686   |   |                  | $ | 6,171,486   |  
|Accounts receivable                                                                                                                                                       |  |                   | 270,595     |   |                  |   | 341,451     |  
|Prepaid expenses and other current assets                                                                                                                                 |  |                   | 90,044      |   |                  |   | 180,652     |  
|                                                                                                                                                                          |  |                   |             |   |                  |   |             |  
|Total current assets                                                                                                                                                      |  |                   | 3,474,325   |   |                  |   | 6,693,589   |  
|                                                                                                                                                                          |  |                  
|Equipment and leasehold improvements, net                                                                                                                                 |  |                   | 136,723     |   |                  |   | 238,753     |  
|Patents, net                                                                                                                                                              |  |                   | 1,269,245   |   |                  |   | 901,026     |  
|Deposits and other assets                                                                                                                                                 |  |                   | 35,501      |   |                  |   | 36,606      |  
|                                                                                                                                                                          |  |                   |             |   |                  |   |             |  
|                                                                                                                                                                          |  |                  
|Total assets                                                                                                                                                              |  | $                 | 4,915,794   |   |                  | $ | 7,869,974   |  
|                                                                                                                                                                          |  |                   |             |   |                  |   |             |  
|                                                                                                                                                                          |  |                  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                      |  |                   |             |   |                  |   |             |  
|Current Liabilities:                                                                                                                                                      |  |                   |             |   |                  |   |             |  
|Accounts payable                                                                                                                                                          |  | $                 | 441,617     |   |                  | $ | 253,252     |  
|Accrued compensation                                                                                                                                                      |  |                   | 148,883     |   |                  |   | 169,992     |  
|Accrued expenses                                                                                                                                                          |  |                   | 989,835     |   |                  |   | 745,853     |  
|Deferred contract revenue                                                                                                                                                 |  |                   |            |   |                  |   | 659,573     |  
|Deferred rent, current portion                                                                                                                                            |  |                   | 7,976       |   |                  |   | 49,990      |  
|Leasehold improvement debt, current portion                                                                                                                               |  |                   | 2,831       |   |                  |   | 15,116      |  
|                                                                                                                                                                          |  |                   |             |   |                  |   |             |  
|Total current liabilities                                                                                                                                                 |  |                   | 1,591,142   |   |                  |   | 1,893,776   |  
|                                                                                                                                                                          |  |                  
|Warrants                                                                                                                                                                  |  |                   | 4,300,000   |   |                  |   | 4,100,000   |  
|                                                                                                                                                                          |  |                   |             |   |                  |   |             |  
|Total liabilities                                                                                                                                                         |  |                   | 5,891,142   |   |                  |   | 5,993,776   |  
|                                                                                                                                                                          |  |                   |             |   |                  |   |             |  
|Stockholders Equity:                                                                                                                                                     |  |                   |             |   |                  |   |             |  
|Common stock - $.001 par value; 200,000,000 shares authorized; 53,297,234 and 53,027,308 issued and outstanding at September 30,
2010 and December 31, 2009, respectively |  |                   | 53,297      |   |                  |   | 53,027      |  
|Additional paid-in capital                                                                                                                                                |  |                   | 35,027,115  |   |                  |   | 34,267,963  |  
|Accumulated deficit                                                                                                                                                       |  |                   | (36,055,760 | ) |                  |   | (32,444,792 | )
|                                                                                                                                                                          |  |                   |             |   |                  |   |             |  
|Total stockholders equity (deficit)                                                                                                                                      |  |                   | (975,348    | ) |                  |   | 1,876,198   |  
|                                                                                                                                                                          |  |                   |             |   |                  |   |             |  
|                                                                                                                                                                          |  |                  
|Total liabilities and stockholders equity (deficit)                                                                                                                      |  | $                 | 4,915,794   |   |                  | $ | 7,869,974   |  
|                                                                                                                                                                          |  |                   |             |   |                  |   |             |  

See accompanying notes to the condensed consolidated financial statements.



3



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LPATH, INC.

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                               |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|-------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ------------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | 
|                                                               |  | Nine Months EndedSeptember
30, |            |   | Three Months EndedSeptember 30, |  
|                                                               |  | 2010                           |            |   | 2009                            |   |            | 2010 |  |   | 2009       |  
|Revenues:                                                      |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|Grant and royalty revenue                                      |  | $                              | 1,192,329  |   |                                 | $ | 998,367    |      |  | $ | 769,025    |   |  | $ | 551,034    | 
|Research and development revenue under collaborative agreement |  |                                | 4,659,573  |   |                                 |   | 9,343,971  |      |  |   |           |   |  |   | 4,343,971  | 
|                                                               |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|Total revenues                                                 |  |                                | 5,851,902  |   |                                 |   | 10,342,338 |      |  |   | 769,025    |   |  |   | 4,895,005  | 
|                                                               |  |                                |            |  
|Expenses:                                                      |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|Research and development                                       |  |                                | 6,625,466  |   |                                 |   | 5,382,133  |      |  |   | 1,155,589  |   |  |   | 1,699,145  | 
|General and administrative                                     |  |                                | 2,613,620  |   |                                 |   | 2,822,309  |      |  |   | 708,128    |   |  |   | 734,322    | 
|                                                               |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|Total expenses                                                 |  |                                | 9,239,086  |   |                                 |   | 8,204,442  |      |  |   | 1,863,717  |   |  |   | 2,433,467  | 
|                                                               |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|                                                               |  |                                |            |  
|Loss from operations                                           |  |                                | (3,387,184 | ) |                                 |   | 2,137,896  |      |  |   | (1,094,692 | ) |  |   | 2,461,538  | 
|                                                               |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|                                                               |  |                                |            |  
|Other income, net                                              |  |                                | (23,784    | ) |                                 |   | (12,381    | )    |  |   | (60,731    | ) |  |   | 24,870     | 
|Change in fair value of warrants                               |  |                                | (200,000   | ) |                                 |   | 1,900,000  |      |  |   | (1,800,000 | ) |  |   | 4,900,000  | 
|                                                               |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|Total other income (expense)                                   |  |                                | (223,784   | ) |                                 |   | 1,887,619  |      |  |   | (1,860,731 | ) |  |   | 4,924,870  | 
|                                                               |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|                                                               |  |                                |            |  
|Net income (loss)                                              |  | $                              | (3,610,968 | ) |                                 | $ | 4,025,515  |      |  | $ | (2,955,423 | ) |  | $ | 7,386,408  | 
|                                                               |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|                                                               |  |                                |            |  
|Earnings (loss) per share                                      |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|Basic                                                          |  | $                              | (0.07      | ) |                                 | $ | 0.07       |      |  | $ | (0.05      | ) |  | $ | 0.14       | 
|Diluted                                                        |  | $                              | (0.07      | ) |                                 | $ | 0.07       |      |  | $ | (0.05      | ) |  | $ | 0.13       | 
|                                                               |  |                                |            |  
|Weighted average shares outstanding used in the calculation    |  |                                |            |   |                                 |   |            |      |  |   |            |   |  |   |            | 
|Basic                                                          |  |                                | 54,721,924 |   |                                 |   | 54,350,549 |      |  |   | 54,945,823 |   |  |   | 54,348,769 | 
|Diluted                                                        |  |                                | 54,721,924 |   |                                 |   | 56,638,516 |      |  |   | 54,945,823 |   |  |   | 57,269,169 | 

See accompanying notes
to the condensed consolidated financial statements.



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LPATH, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                     |  |                                |            |   |      |   |            |  
|------------------------------------------------------------------------------------ |  | ------------------------------ | ---------- | - | ---- | - | ---------- | -
|                                                                                     |  | Nine Months EndedSeptember 30, |           
|                                                                                     |  | 2010                           |            |   | 2009 |  
|Cash flows from operating activities:                                                |  |                                |            |   |      |   |            |  
|Net income (loss)                                                                    |  | $                              | (3,610,968 | ) |      | $ | 4,025,515  |  
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |                                |            |   |      |   |            |  
|Stock-based compensation expense                                                     |  |                                | 737,422    |   |      |   | 648,066    |  
|Change in fair value of warrants                                                     |  |                                | 200,000    |   |      |   | (1,900,000 | )
|Depreciation and amortization                                                        |  |                                | 109,571    |   |      |   | 121,611    |  
|Deferred rent expense                                                                |  |                                | (42,014    | ) |      |   | (37,614    | )
|Foreign currency exchange gain                                                       |  |                                | 5,725      |   |      |   | 43,370     |  
|Changes in operating assets and liabilities:                                         |  |                                |            |   |      |   |            |  
|Accounts receivable                                                                  |  |                                | 70,856     |   |      |   | 105,187    |  
|Prepaid expenses and other current assets                                            |  |                                | 90,608     |   |      |   | 57,406     |  
|Accounts payable and accrued expenses                                                |  |                                | 405,513    |   |      |   | (1,088,109 | )
|Deferred contract revenue                                                            |  |                                | (659,573   | ) |      |   | (2,843,971 | )
|Deposits and other assets                                                            |  |                                | 1,105      |   |      |   | (909       | )
|                                                                                     |  |                                |            |   |      |   |            |  
|Net cash used in operating activities                                                |  |                                | (2,691,755 | ) |      |   | (869,448   | )
|                                                                                     |  |                                |            |   |      |   |            |  
|                                                                                     |  |                               
|Cash flows from investing activities:                                                |  |                                |            |   |      |   |            |  
|Equipment and leasehold improvement expenditures                                     |  |                                | (1,958     | ) |      |   | (99,409    | )
|Patent expenditures                                                                  |  |                                | (373,802   | ) |      |   | (377,258   | )
|                                                                                     |  |                                |            |   |      |   |            |  
|Net cash used in investing activities                                                |  |                                | (375,760   | ) |      |   | (476,667   | )
|                                                                                     |  |                                |            |   |      |   |            |  
|                                                                                     |  |                               
|Cash flows from financing activities:                                                |  |                                |            |   |      |   |            |  
|Proceeds from options and warrants exercised                                         |  |                                | 22,000     |   |      |   | 35,143     |  
|Repayments of leasehold improvement debt                                             |  |                                | (12,285    | ) |      |   | (11,343    | )
|                                                                                     |  |                                |            |   |      |   |            |  
|Net cash provided by financing activities                                            |  |                                | 9,715      |   |      |   | 23,800     |  
|                                                                                     |  |                                |            |   |      |   |            |  
|                                                                                     |  |                               
|Net decrease in cash                                                                 |  |                                | (3,057,800 | ) |      |   | (1,322,315 | )
|                                                                                     |  |                               
|Cash and cash equivalents at beginning of period                                     |  |                                | 6,171,486  |   |      |   | 7,775,593  |  
|                                                                                     |  |                                |            |   |      |   |            |  
|Cash and cash equivalents at end of period                                           |  | $                              | 3,113,686  |   |      | $ | 6,453,278  |  
|                                                                                     |  |                                |            |   |      |   |            |  
|                                                                                     |  |                               
|Supplemental disclosures of cash flow information:                                   |  |                                |            |   |      |   |            |  
|Cash paid during the period for:                                                     |  |                                |            |   |      |   |            |  
|Income taxes                                                                         |  | $                              | 1,600      |   |      | $ | 1,600      |  
|                                                                                     |  |                                |            |   |      |   |            |  
|                                                                                     |  |                               
|Supplemental Schedule of Non-cash Investing and Financing Activities:                |  |                                |            |   |      |   |            |  
|Change in fair value of warrant liability                                            |  | $                              | 200,000    |   |      | $ | (1,900,000 | )
|                                                                                     |  |                                |            |   |      |   |            |  

See accompanying notes to the condensed consolidated financial statements.



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LPATH, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2010

Note 1  BASIS FOR PRESENTATION

The unaudited condensed consolidated financial information has been prepared by Lpath, Inc. (Lpath or the company) without audit.
The condensed consolidated financial statements, in the opinion of management, include all adjustments considered necessary for a fair presentation have been included. Except as otherwise disclosed, all such adjustments are of a normal recurring
nature. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and in accordance with the regulations of the Securities and Exchange Commission
(SEC). Accordingly, certain information and note disclosures normally included in complete financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such SEC rules and regulations. These unaudited
condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes for the fiscal year ended December 31, 2009 included in the companys Annual Report on
Form 10-K. Operating results for the three and nine month period ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates. Please see the companys more critical accounting policies identified below as well as in the Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Note 2  GOING CONCERN UNCERTAINTY

The accompanying consolidated financial statements
have been prepared assuming that the company will continue as a going concern. Lpath utilized cash of $2.7 million during the nine months ended September 30, 2010 and $1.6 million during the year ended December 31, 2009. The company
expects to continue to incur cash losses from operations during the remainder of 2010. These conditions raise substantial doubt about the companys ability to continue as a going concern. Managements plans with regard to these matters are
discussed below. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As of September 30, 2010, the company had cash totaling $3.1 million. Additional near-term sources of cash include the $2.5 million remaining on the $3 million BRDG-SPAN grant from the National Eye
Institute (part of the National Institutes of Health) to support iSONEP-related trials, and the three year, $3 million grant from NIH awarded in 2009 that still has two years and $2 million remaining to support ASONEP clinical trials. In addition,
on November 1, 2010, Lpath was notified by the Internal Revenue Service that it had two qualifying therapeutic discovery projects grants totaling $0.5 million. As they are currently planned, the cost of Lpaths ongoing drug discovery and
development efforts, including general and administrative expenses, would consume between $12 and $16 million through the end of 2011. However, in the event we are unable to obtain additional funding or generate revenue form licensing fees before
early 2011, certain planned research and development activities will be deferred or curtailed. If those research and development activities were deferred or curtailed, the company believes that its existing cash, together with its committed grant
funding, will be sufficient to meet its operating requirements at least through 2011. The company is seeking additional funding to finance its research and development activities beyond 2010 by:



| | 1. | Pursuing additional funding from existing and potential new investors.
| | -- | ----------------------------------------------------------------------



| | 2. | Exploring cash-generating opportunities from strategic alliances, including licensing portions of its technology and entering into corporate partnerships or
collaborations. In such transactions, Lpath could transfer certain rights relating to one or more of its drug discovery or development programs, or relating to specific indications within those programs and, in exchange, receive infusions of cash in
the short-term and potentially in the long-term as well.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3 | Investigating opportunities to partner the operation of clinical development programs that would reduce the cost to the company of those programs.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Continuing to seek additional research grants from the NIH or other sources.
| | -- | ----------------------------------------------------------------------------

Future financings through equity investments may be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new
investors. If we raise additional funds through collaboration or licensing arrangements, we may be required to relinquish potentially valuable rights to our product candidates or proprietary technologies, or grant licenses on terms that are not
favorable to us. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. If we are unable to raise funds to satisfy our capital needs on a
timely basis, we may be required to curtail our operations and current business plans.



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Note 3  RESEARCH AND
DEVELOPMENT COLLABORATIVE AGREEMENT

On October 28, 2008 (the Effective Date), Lpath entered into a License Agreement (the
Merck Agreement) with Merck KGaA, (Merck), pursuant to which Merck agreed to collaborate, through its Merck Serono division, with the company to develop and commercialize ASONEP, Lpaths monoclonal antibody which
is currently being evaluated as a drug candidate for the treatment of certain cancers. Pursuant to the terms of the Merck Agreement, the company licensed to Merck exclusive, worldwide rights to develop and commercialize ASONEP across all non-ocular
indications.

In March 2010, Merck acknowledged that we had achieved a development milestone, for which we earned $2,000,000. Later in March
2010, Merck proposed moving forward with the partnership via an extension of the Initial Development Period (as defined in the Merck Agreement). However the terms of that proposal were rejected by Lpaths Board of Directors as not being in the
best interests of Lpath or its stockholders. Consequently, on March 25, 2010, Merck notified us of their decision to terminate the License Agreement. Pursuant to the terms of the Agreement, the termination was effective April 24, 2010, and
Merck relinquished all rights to the ASONEP program. Merck may, under certain circumstances following termination of the Agreement, have a right of first refusal for a period of 12 months to Lpaths next most advanced oncology drug candidate.

The company accounted for the Merck Agreement as a single unit of accounting. Revenue was recognized using the straight-line method over the
remaining term of the agreement. During the nine months ended September 30, revenue was recognized related to the upfront licensing fee and initial development funding totaling $2,659,573 and $5,000,000 in 2010 and 2009, respectively. In the
first half of 2010, Lpath also recognized revenue of $2,000,000 related to the achievement of certain development objectives.

Note 4
 SHARE-BASED PAYMENTS

The company recognized share-based compensation expense as follows:

|                                       |  |                                |         |  |                                 |   |         |      |  |   |         |  |  |   |         |  
|-------------------------------------- |  | ------------------------------ | ------- |  | ------------------------------- | - | ------- | ---- |  | - | ------- |  |  | - | ------- | -
|                                       |  | Nine Months EndedSeptember 30, |         |  | Three Months EndedSeptember 30, |  
|                                       |  | 2010                           |         |  | 2009                            |   |         | 2010 |  |   | 2009    | 
|Research and development               |  | $                              | 265,275 |  |                                 | $ | 81,468  |      |  | $ | 130,738 |  |  | $ | (10,004 | )
|General and administrative             |  |                                | 472,147 |  |                                 |   | 566,598 |      |  |   | 157,911 |  |  |   | 29,584  |  
|                                       |  |                                |         |  |                                 |   |         |      |  |   |         |  |  |   |         |  
|Total share-based compensation expense |  | $                              | 737,422 |  |                                 | $ | 648,066 |      |  | $ | 288,649 |  |  | $ | 19,580  |  
|                                       |  |                                |         |  |                                 |   |         |      |  |   |         |  |  |   |         |  

As of September 30, 2010, there was a total of $869,000 unrecognized compensation expense related to unvested
stock-based compensation under the plan. That expense is expected to be recognized over a weighted average period of 2.0 years. Because of its net operating loss carryforwards, the company did not realize any tax benefits for the tax deductions from
share-based payment arrangements during the periods ended September 30, 2010 and 2009.



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Note 5  FAIR VALUE
MEASUREMENTS

The companys recurring fair value measurements at September 30, 2010 were as follows:



|                                    |  |                                    |           |  |                                              |   |   |                                           |  |   |                                        |  |  |                                                                |           |  |  |   |         | 
|----------------------------------- |  | ---------------------------------- | --------- |  | -------------------------------------------- | - | - | ----------------------------------------- |  | - | -------------------------------------- |  |  | -------------------------------------------------------------- | --------- |  |  | - | ------- | 
|                                    |  | Fair Value as ofSeptember 30, 2010 |           |  | In ActiveMarkets forIdenticalAssets(Level 1) |   |   | SignificantotherObservableInputs(Level 2) |  |   | SignificantUnobservableInputs(Level 3) |  |  | Unrealized Lossesduring the NineMonths
EndedSeptember 30, 2010 |          
|Liabilities:                        |  |                                    |           |  |                                              |   |   |                                           |  |   |                                        |  |  |                                                                |           |  |  |   |         | 
|Warrants expiring April - June 2012 |  | $                                  | 3,300,000 |  |                                              | $ |  |                                           |  | $ |                                       |  |  | $                                                              | 3,300,000 |  |  | $ | 100,000 | 
|                                    |  |                                    |           |  |                                             
|Warrants expiring August 2013       |  |                                    | 1,000,000 |  |                                              |   |  |                                           |  |   |                                       |  |  |                                                                | 1,000,000 |  |  |   | 100,000 | 
|                                    |  |                                    |           |  |                                              |   |   |                                           |  |   |                                        |  |  |                                                                |           |  |  |   |         | 
|                                    |  | $                                  | 4,300,000 |  |                                              | $ |  |                                           |  | $ |                                       |  |  | $                                                              | 4,300,000 |  |  | $ | 200,000 | 
|                                    |  |                                    |           |  |                                              |   |   |                                           |  |   |                                        |  |  |                                                                |           |  |  |   |         | 

The unrealized loss for the nine months ended September 30, 2010 is included on the statement of operations as change
in fair value of warrants.

Recurring Level 3 Activity, Reconciliation, and Basis for Valuation

The table below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable
inputs (Level 3). The table reflects net gains and losses for the nine months ended September 30, 2010 for all financial assets and liabilities categorized as Level 3 as of September 30, 2010.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3):



|                                           |  |   |           | 
|------------------------------------------ |  | - | --------- | 
|Liabilities:                               |  |   |           | 
|Warrant liability as of January 1, 2010    |  | $ | 4,100,000 | 
|Increase in fair value of warrants         |  |   | 200,000   | 
|                                           |  |   |           | 
|Warrant liability as of September 30, 2010 |  | $ | 4,300,000 | 
|                                           |  |   |           | 

The company determined the fair value of the warrants using a Black-Scholes model with consideration given to their
down-round protection provisions that reduce the exercise price if the company issues new warrants or equity at a price lower than the stated exercise price. The model considered amounts and timing of future possible equity and warrant
issuances and historical volatility of the companys stock price.

Note 6  Subsequent Event

On November 1, 2010, Lpath received notification from the U.S. Internal Revenue Service (IRS) that it was approved to receive two grants in the
amount of $244,479 each for qualified investments in two qualifying therapeutic discovery projects. In July 2010, Lpath applied for grants for to continue the development of two of its drug candidates, ASONEP and iSONEP. After a determination by
U.S. Department of Health and Human Services (HHS) that both projects met the definition of a qualifying therapeutic discovery project, the IRS certified the qualifying investment and approved the award amount of $244,479 per project,
for a total of $488,958 in awards to Lpath. The qualified investments represent 2009 research and development expenses; there are no future performance obligations related to these grants.



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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and notes
thereto included in this quarterly report on Form 10-Q (the Quarterly Report) and the audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2009 (the
2009 Annual Report), as filed with the Securities and Exchange Commission (the SEC). In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties,
and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors including but not limited to those identified under Risk Factors in our Annual Report on
Form 10-K for the year ended December 31, 2009. As a result of these risks and uncertainties, our actual results or performance may differ materially from any future results or performance expressed or implied by the forward-looking statements.
These forward-looking statements represent beliefs and assumptions only as of the date of this report. We undertake no obligation to release publicly the results of any revisions or updates to these forward-looking statements to reflect events or
circumstances arising after the date of this report that may cause our actual results to be materially different from those expressed in or implied by these statements.

Overview

We are a biotechnology company focused on the discovery and development of
lipidomic-based therapeutics. Lipidomics is an emerging field of medical science whereby bioactive signaling lipids are targeted to treat important human diseases. Our first product candidate, ASONEP, is a monoclonal antibody against
sphingosine-1-phosphate (S1P). ASONEP completed a Phase 1 clinical trial in the first quarter of 2010, and we believe that it holds promise for the treatment of cancer and other diseases. Our second product candidate, iSONEP (another
formulation of the same S1P-targeted antibody) has completed Phase I clinical trials and demonstrated promising results in treating patients afflicted with age-related macular degeneration. Studies conducted in models of human ocular disease
indicate that iSONEP may also be useful in treating other ocular diseases including retinopathy and glaucoma. Our third product candidate, Lpathomab, is an antibody against lysophosphatidic acid (LPA), a key bioactive lipid that has been long
recognized as a valid disease target. Our ability to generate novel antibodies against bioactive lipids is based on our ImmuneY2 technology, a series of proprietary processes we have developed. We are currently applying the Immune Y2 process
to other lipid-signaling agents that are validated targets for disease treatment, thereby potentially creating a pipeline of monoclonal antibody-based drug candidates.

As is discussed further in the Liquidity and Capital Resources section below, Lpath has incurred significant net losses since its inception and has limited funds to support its operations. As of
September 30, 2010, Lpath had an accumulated deficit of approximately $36.1 million. Lpath expects its operating losses to increase for the next several years as it pursues the clinical development of its product candidates. The
continuation of our current clinical development plans beyond 2010 is dependent upon our ability to obtain additional funding before early 2011 and subsequently. In the event we are unable to obtain additional funding, certain planned research and
development activities will be deferred or curtailed. Even if we reduce our research and development expenses, the continuation of our operations subsequent to 2011 is dependent on our ability to obtain additional funding.

Results of Operations

Comparison
of the Three Months Ended September 30, 2010 and September 30, 2009

Grant and Royalty Revenue. Grant and royalty
revenue for the quarter ended September 30, 2010 was $769,000 compared to $551,000 for the quarter ended September 30, 2009. The increase of $218,000 reflects work in 2010 on a new National Institutes of Health (NIH) grant
awarded on July 26, 2010 for the development of iSONEP.

Research and Development Revenue under Collaborative Agreement.As
described in Note 3 to the financial statements, work under the Merck Agreement terminated on April 24, 2010. During the third quarter of 2009, Lpath received research and development funding of $1.5 million and recognized $1.0 million of
revenue related to the $4.0 million upfront licensing fee received in November 2008.

Research and Development Expenses. Research
and development expenses decreased to $1.2 million for the three months ended September 30, 2010 from $1.7 million for the third quarter of 2009, a decrease of $0.5 million. Outside services, consulting, and lab supplies expenses decreased by
$0.5 million in 2010 as we concluded the phase 1 clinical trials that were begun in 2009.

General and Administrative Expenses. General
and administrative expenses were $0.7 million for the three-month periods ended September 30, 2010 and 2009.

Change in Fair Value of
Warrants. Various factors are considered in the Black-Scholes model we use to value the warrants, including the companys current stock price, the remaining life of the warrants, the volatility of the companys stock price, and the
risk free interest rate. Future changes in these factors will have a significant impact on the computed fair value of the warrant liability. The most significant factor in the valuation model is the companys stock price. Lpaths stock is
very thinly traded and relatively small



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transactions can impact the companys quoted stock price significantly. As a result, the companys stock price volatility factor is approximately 95%. As such, we expect future changes
in the fair value of the warrants to continue to vary significantly from quarter to quarter. Management cautions that the change in fair value of the warrants, and corresponding charge to the results of operations, recognized during the three months
ended September 30, 2010 and all future such changes should not be given undue importance when considering the financial condition of Lpath and the results of its operations. Management does not believe that these adjustments, which are
required by current generally accepted accounting principles, reflect economic activities or financial obligations undertaken by the company.

Comparison of the Nine Months Ended September 30, 2010 and September 30, 2009

Grant and Royalty Revenue. Grant and royalty revenue for the three quarters ended September 30, 2010 was $1,192,000 compared to
$998,000 for the three quarters ended September 30, 2009. The increase of $194,000 reflects work in 2010 on a new NIH grant awarded on July 26, 2010 for the development of iSONEP and three grants awarded to Lpath by the NIH in
2009.

Research and Development Revenue under Collaborative Agreement.As described in Note 3 to the financial statements, the
Merck Agreement terminated on April 24, 2010. During the nine months ended September 30, Lpath recognized revenue related to the upfront licensing fee and initial development funding of $2.7 million and $5.0 million during the first half
of 2010 and 2009, respectively. Lpath also recognized revenue of $2.0 million related to the achievement of certain development objectives.

Research and Development Expenses. Research and development expenses increased to $6.6 million for the nine months ended September 30, 2010
from $5.4 million for the first three quarters of 2009, an increase of $.9 million. Outside services, consulting, and lab supplies expenses increased by $1.6 million in 2010 due to costs incurred to perform 13-week toxicology studies of iSONEP in
two different species, begin manufacturing the drug supplies, and other tasks required to prepare for the initiation of Phase 2 clinical trials for iSONEP. Employee compensation and benefits decreased by $0.5 million in 2010 compared to 2009 due to
reduced staffing.

General and Administrative Expenses. General and administrative expenses were $2.6 million for the nine-month period
ended September 30, 2010 compared to $2.8 million for the same period in 2009, a decrease of $0.2 million. Compensation expense in 2010 was $0.1 million less than in 2009. Legal fees experienced a $0.1 million decrease in 2010 as well.

Change in Fair Value of Warrants. Various factors are considered in the Black-Scholes model we use to value the warrants, including
the companys current stock price, the remaining life of the warrants, the volatility of the companys stock price, and the risk free interest rate. Future changes in these factors will have a significant impact on the computed fair value
of the warrant liability. The most significant factor in the valuation model is the companys stock price. Lpaths stock is very thinly traded and relatively small transactions can impact the companys quoted stock price
significantly. As a result, the companys stock price volatility factor is approximately 95%. As such, we expect future changes in the fair value of the warrants to continue to vary significantly from quarter to quarter. Management cautions
that the change in fair value of the warrants, and corresponding charge to the results of operations, recognized during the nine months ended September 30, 2010, and all future such changes, should not be given undue importance when considering
the financial condition of Lpath and the results of its operations. Management does not believe that these adjustments, which are required by current generally accepted accounting principles, reflect economic activities or financial obligations
undertaken by the company.

Liquidity and Capital Resources

Since Lpaths inception, its operations have been financed principally through the private placement of equity and debt securities. Through September 30, 2010, Lpath had received net proceeds of
approximately $36.4 million from the sale of equity securities and from the issuance of convertible promissory notes. In the fourth quarter of 2008, Lpath began to receive substantial funding from a research and development arrangement with Merck.
Through September 30, 2010, Lpath had received $17.0 million from this collaborative research and development agreement. In addition, since its inception Lpath has been awarded grants from the National Institutes of Health totaling
approximately $13 million, of which $4.5million remains available.

As of September 30, 2010, Lpath had cash and cash equivalents
totaling $3.1 million. We have prepared our condensed consolidated financial statements in this Form 10-Q on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The continuation of our current clinical development plans beyond 2010 is dependent upon our ability to obtain additional funding before early 2011. In the event we are unable to obtain such additional funding, certain planned research and
development activities will be deferred or curtailed. Even if we reduce our research and development expenses, the continuation of our operations subsequent to 2011 is dependent on our ability to obtain additional funding. There can be no assurance
that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

During the nine months ended September 30, 2010 we used net cash of $2.7 million for operating activities compared to $0.9 million in the nine
months ended September 30, 2009. The $1.8 million increase in net cash used by operating activities in 2010 was driven primarily by the termination of the Merck agreement in April 2010. Net cash used in investing activities during the nine
months ended September 30, 2010 was $0.4 million compared to $0.5 million during the same period in 2009.



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On July 26, 2010, we were awarded
a $3.0 million grant by the National Eye Institutes BRDG-SPAN Program to support Phase II clinical development of Lpaths iSONEP in treating exudative (or wet) AMD and possibly other ocular disorders during the next three years. The
NEIs BRDG-SPAN Program was created to provide grants of up to $3 million to accelerate the transition from the development to commercialization of innovative technologies that improve human health, advance the mission of NIH, and create
significant economic stimulus. The program also aims to foster partnerships among a variety of R&D collaborators working toward these aims.

On November 1, 2010, Lpath received notification from the U.S. Internal Revenue Service (IRS) that it was approved to receive two grants in the
amount of $244,479 each for qualified investments in two qualifying therapeutic discovery projects. In July 2010, Lpath applied for grants for to continue the development of two of its drug candidates, ASONEP and iSONEP. After a determination by
U.S. Department of Health and Human Services (HHS) that both projects met the definition of a qualifying therapeutic discovery project, the IRS certified the qualifying investment and approved the award amount of $244,479 per project,
for a total of $488,958 in awards to Lpath. The qualified investments represent 2009 research and development expenses; there are no future performance obligations related to these grants.

Critical Accounting Policies, Estimates, and Judgments

Our financial statements are
prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities,
and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, the most critical of
which are those related to revenue recognition, valuation of long-lived assets and warrant liability, share-based compensation, the timing of the achievement of drug development milestones, and income taxes. We base our estimates and judgments on
historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known.

In addition, the accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. The companys continuation as a going concern is dependent on its ability to obtain additional financing to fund operations, implement its business model, and
ultimately, to attain profitable operations. The company intends to raise additional financing to fund its operations through various means, including equity or debt financing, funding from a corporate partnership or licensing arrangement or any
similar financing. However, there is no assurance that sufficient financing will be available or, if available, on terms that would be acceptable to the company. The condensed consolidated financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the company be unable to continue as a going concern.

Besides the estimates identified above that are considered critical, we make many other accounting estimates in preparing our financial statements and
related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on
historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are
not deemed critical.

For further information, refer to the consolidated financial statements and notes thereto included in the companys
annual report on Form 10-K for the year ended December 31, 2009.

Item 4. CONTROLS
AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the
supervision of our principal executive officer and principal financial officer, and with the participation of members of management, we have conducted an evaluation of our disclosure controls and procedures, as such term is defined under
Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were designed and operating effectively as of
the end of the period covered by this Quarterly Report on Form 10-Q.



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Our management, including our
principal executive officer and our principal financial officer, cannot be certain that our disclosure controls and procedures or our internal controls will prevent all instances of errors and fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been
detected.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

PART II  OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. (REMOVED AND RESERVED)

Item 5. OTHER INFORMATION

None.



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Item 6. EXHIBITS



| | (a) | Exhibits:
| | --- | ---------

The following exhibit index shows
those exhibits filed with this report and those incorporated herein by reference:



|      |  |                                                                                                                                                                                                                                                                                                                                            
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1*  |  | Agreement and Plan of Reorganization, by and between Neighborhood Connections, Inc., Neighborhood Connections Acquisition Corporation, and Lpath Therapeutics Inc. dated
July 15, 2005.                                                                                                                                                    
|      | 
|2.2   |  | Acquisition Agreement and Plan of Merger, dated as of March 19, 2004, between Neighborhood Connections, Inc. and JCG, Inc. (filed as Exhibit 2.1 to the Current
Report on Form 8-K filed on March 22, 2004 and incorporated herein by reference).                                                                                          
|      | 
|3.1*  |  | Amendment to Articles of Incorporation filed December 1, 2005.                                                                                                                                                                                                                                                                             
|      | 
|3.2   |  | Articles of Incorporation filed on September 18, 2002 (filed as Exhibit 3.1 to Amendment No. 1 to the Annual Report on Form 10-KSB/A for the year ended
December 31, 2003 (the 2003 Amended 10-KSB) (filed on March 25, 2004 and incorporated herein by reference).                                                                      
|      | 
|3.3   |  | Amendment to Articles of Incorporation filed on December 27, 2002 (filed as Exhibit 3.3 to the Current Report on Form 8-K/A filed on January 9,
2006 and incorporated herein by reference).                                                                                                                                                
|      | 
|3.4   |  | Amended and Restated By-laws (filed as Exhibit 3.4 to the Quarterly Report on Form 10-QSB filed on November 13, 2006 and incorporated herein by
reference).                                                                                                                                                                                
|      | 
|3.5   |  | Amended and Restated Bylaws, as amended on April 3, 2007 (conformed) (filed as Exhibit 3.5 to the Registration Statement on Form SB-2, SEC File No. 144199 (the
June 2007 SB-2) and incorporated herein by reference).                                                                                                                   
|      | 
|3.6   |  | Amendment to Articles of Incorporation filed on June 8, 2007 (filed as Exhibit 3.6 to the June 2007 SB-2 and incorporated herein by reference).                                                                                                                                                                                            
|      | 
|4.1*  |  | Form of Warrant issued to Western States Investment Corporation for lease guaranty.                                                                                                                                                                                                                                                        
|      | 
|4.2*  |  | Form of Warrant issued pursuant to the Common Stock and Warrant Purchase Agreement dated June 30, 2005.                                                                                                                                                                                                                                    
|      | 
|4.3*  |  | Form of Warrant issued to purchasers of Convertible Secured Promissory Notes as amended by the Omnibus Amendment to Convertible Secured Promissory Notes and Warrants dated
November 30, 2005.                                                                                                                                             
|      | 
|4.4*  |  | Form of Warrant issued pursuant to the Common Stock and Warrant Purchase Agreement dated November 30, 2005.                                                                                                                                                                                                                                
|      | 
|4.5#  |  | Form of Warrant issued pursuant to the Common Stock and Warrant Purchase Agreement dated January 31, 2006.                                                                                                                                                                                                                                 
|      | 
|4.6   |  | Form of Warrant issued pursuant to the Common Stock and Warrant Purchase Agreement dated March 28, 2006 (filed as Exhibit 4.7 to the registration statement on
Form SB-2 filed on March 30, 2006, SEC File No. 333-132850, and incorporated herein by reference).                                                                          
|      | 
|4.7   |  | Form of Warrant issued pursuant to the Securities Purchase Agreement dated April 6, 2007 (April 2007 Warrants) (filed as Exhibit 4.7 to the June 2007 SB-2
and incorporated herein by reference).                                                                                                                                          
|      | 
|4.8   |  | Form of Warrant issued pursuant to the Securities Purchase Agreement dated June 13, 2007 (June 2007 Warrants) (filed as Exhibit 4.8 to the June 2007 SB-2
and incorporated herein by reference).                                                                                                                                           
|      | 
|4.9   |  | Form of Warrant issued pursuant to the Securities Purchase Agreement dated August 12, 2008 (August 2008 Warrants) (filed as Exhibit 4.10 to the registration
statement on Form S-1 filed on September 11, 2008, SEC File No. 333-153423 and incorporated herein by reference).                                                             
|      | 
|10.1* |  | Lease Agreement dated August 12, 2005 between Lpath Therapeutics Inc. and Pointe Camino Windell, LLC.                                                                                                                                                                                                                                      
|      | 
|10.2* |  | Research Agreement dated January 28, 2004 between Medlyte, Inc. and San Diego State University, together with Amendments No. 1 and No. 2.                                                                                                                                                                                                  
|      | 
|10.3* |  | Assignment Agreement dated June 9, 2005 between Lpath Therapeutics Inc. and LPL Technologies, Inc.                                                                                                                                                                                                                                         
|      | 
|10.4  |  | Research Collaboration Agreement dated August 2, 2005 between Lpath Therapeutics Inc. and AERES Biomedical Limited (filed as Exhibit 10.4 to the Current Report on
Form 8-K/A filed on January 9, 2006 and incorporated herein by reference) (portions of this exhibit have been omitted pursuant to a request for confidential treatment).
|      | 
|10.5* |  | Lpath, Inc. Amended and Restated 2005 Equity Incentive Plan (filed as Appendix A to the companys Schedule 14-A Proxy Statement filed on August 28, 2007 and
incorporated herein by reference).+                                                                                                                                           



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|        |  |                                                                                                                                                                                                                                                                                                                                                                                     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|10.6#   |  | Assignment and Assumption Agreement dated December 1, 2005 by and between Lpath, Inc. and Lpath Therapeutics, Inc.                                                                                                                                                                                                                                                                  
|        | 
|10.7**  |  | Form of Employment Agreement between Lpath, Inc. and Scott R. Pancoast dated as of January 1, 2006.+                                                                                                                                                                                                                                                                                
|        | 
|10.8**  |  | Form of Employment Agreement between Lpath, Inc. and Gary Atkinson dated as of February 6, 2006.+                                                                                                                                                                                                                                                                                   
|        | 
|10.9**  |  | Form of Consultant Agreement between Lpath, Inc. and Roger Sabbadini dated as of February 1, 2006.+                                                                                                                                                                                                                                                                                 
|        | 
|10.10   |  | Development and Manufacturing Services Agreement dated August 16, 2006 between Lpath Inc. and Laureate Pharma, Inc. (filed as Exhibit 10.13 to the Quarterly Report on
Form 10-QSB for the quarter ended September 30, 2006 filed on November 13, 2006 and incorporated by reference) (portions of this exhibit have been omitted pursuant to a request for confidential treatment).
|        | 
|10.11   |  | Securities Purchase Agreement, dated as of April 6, 2007, by and among Lpath, Inc. and each investor identified therein (filed as Exhibit 10.14 to the June 2007
SB-2 and incorporated herein by reference).                                                                                                                                                                        
|        | 
|10.12   |  | Registration Rights Agreement, dated as of April 6, 2007, by and among Lpath, Inc. and each investor identified therein (filed as Exhibit 10.15 to the June 2007
SB-2 and incorporated herein by reference).                                                                                                                                                                        
|        | 
|10.13## |  | License Agreement dated August 8, 2006 between Lonza Biologics PLC and Lpath, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential
treatment).                                                                                                                                                                                                   
|        | 
|10.14++ |  | Securities Purchase Agreement, dated August 12, 2008, by and among Lpath, Inc. and each of the investors identified therein (filed as Exhibit 10.17 to the 2008 S-1
and incorporated herein by reference).                                                                                                                                                                          
|        | 
|10.15++ |  | Registration Rights Agreement, dated August 12, 2008, by and among Lpath, Inc. and each of the investors identified therein (filed as Exhibit 10.18 to the 2008 S-1
and incorporated herein by reference).                                                                                                                                                                          
|        | 
|10.16++ |  | License Agreement, dated as of October 28, 2008, by and between Lpath, Inc. and Merck KgaA (portions of this exhibit have been omitted pursuant to a request for
confidential treatment)                                                                                                                                                                                            
|        | 
|14.1#   |  | Code of Ethics of Lpath, Inc.                                                                                                                                                                                                                                                                                                                                                       
|        | 
|21.1#   |  | List of Subsidiaries of Registrant.                                                                                                                                                                                                                                                                                                                                                 
|        | 
|31.1    |  | Section 302 Certification by Chief Executive Officer of Lpath, Inc.                                                                                                                                                                                                                                                                                                                 
|        | 
|31.2    |  | Section 302 Certification by Chief Financial Officer of Lpath, Inc.                                                                                                                                                                                                                                                                                                                 
|        | 
|32.1    |  | Section 906 Certification by Chief Executive Officer and Chief Financial Officer of Lpath, Inc.                                                                                                                                                                                                                                                                                     



|* | Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on December 6, 2005 and incorporated herein by reference
|- | ---------------------------------------------------------------------------------------------------------------------------------

|# | Filed as an exhibit to the Annual Report on Form 10-KSB for the year ended December 31, 2005 filed with the SEC on March 16, 2006 and incorporated herein
by reference
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on March 29, 2006 and incorporated herein by reference
|-- | -------------------------------------------------------------------------------------------------------------------------------

|## | Filed as an exhibit to the Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007 filed with the SEC on November 13, 2007 and
incorporated herein by reference
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|+ | Management contract, or compensation plan or arrangement
|- | --------------------------------------------------------

|++ | Filed an as exhibit to the Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 25, 2009 and incorporated herein by
reference.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.



|                       |  |  |  |                                                               
|---------------------- |  |  |  | --------------------------------------------------------------
|                       |  |  |  | Lpath, Inc.                                                   
|                       |  | 
|Date: November 9, 2010 |  |  |  | /S/    SCOTT R. PANCOAST                                      
|                       |  |  |  | Scott R. Pancoast                                             
|                       |  |  |  | President and Chief Executive Officer                         
|                       |  |  |  | (Principal Executive Officer)                                 
|                       |  | 
|                       |  |  |  | /S/    GARY J.G. ATKINSON                                     
|                       |  |  |  | Gary J.G. Atkinson,                                           
|                       |  |  |  | Vice President and Chief Financial Officer                    
|                       |  |  |  | (Principal Financial Officer and Principal Accounting Officer)



15