Exhibit 10.5.1


 





 


AMENDMENT
NO. 1 TO SHARED SERVICES AGREEMENT


 


This
AMENDMENT NO. 1 (this “Amendment”) to the SHARED SERVICES AGREEMENT is made and entered into as of January
31, 2014 (the “Amendment Date”) and shall become effective upon the closing of an IPO. This Amendment
amends that certain Shared Services Agreement dated as of May 23, 2013, as amended from time to time (the “Services
Agreement”), by and between Ruthigen, Inc., a Delaware corporation (“Ruthigen”) and Oculus
Innovative Sciences, Inc., a Delaware corporation (“Oculus”). Capitalized terms used and not defined
herein shall have the meanings given to them in the Services Agreement.


 


WHEREAS,
Section 15(d) of the Services Agreement provides that the Services Agreement may be amended in a writing signed by both Parties;


 


WHEREAS,
the Parties wish to amend certain sections of the Services Agreement as set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants, agreements and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties agree as follows:


 


1.       
    Deletion of fourth Recital. The text of the fourth Recital of the Services Agreement is hereby
deleted in its entirety and the following language is inserted in lieu thereof:


 


“WHEREAS,
Oculus has provided to Ruthigen prior to the Amendment Date the Standard Activities on a non-billed basis, and, from the Amendment
Date and during the 180 days following the closing of the IPO, the parties desire that Oculus may provide the Standard Activities
to Ruthigen on a billable basis in accordance with the amounts specified in Exhibit A;”


 


2.       
    Amendment to Section 2. The text of Section 2 of the Services Agreement is hereby deleted in
its entirety and the following language is inserted in lieu thereof:


 


“Standard
Activities. To the extent Oculus has the ability to do so and it agrees to provide such in each instance, Oculus shall provide
Ruthigen with Standard Activities on a billable basis in accordance with the amounts specified in Exhibit A during the 180
days following the closing of the IPO, if reasonably requested by Ruthigen and pre-approved by one of Ruthigen’s executive
officers. For the avoidance of doubt, nothing in this Agreement alters Oculus’ obligations and Ruthigen’s rights as
set forth in Section 6.13(b) of the License Agreement.”


 


3.      
     Amendment to Section 4. The text of Section 4 of the Services Agreement is hereby
deleted in its entirety and the following language is inserted in lieu thereof:

 

“Access
to Oculus Facilities. From the Effective Date continuing throughout the term of this Agreement, authorized personnel of Ruthigen
shall be permitted access to Oculus’ facilities currently located at 1129 N. McDowell Blvd., Petaluma, California, and the
Seattle facilities currently located at 454 North 34th Street, Seattle, WA 98103 (the “Facilities”) during normal
business hours (the “Access”). Authorized personnel of Ruthigen will be granted access outside of normal business
hours upon 48 hours prior written notice to Oculus however all access shall also be subject to any written policies in place for
Oculus and its employees. Proper purposes for accessing the Facilities include: conducting general business functions, conducting
meetings, conducting laboratory tests; compliance audits, manufacturing training, and performance research and development; meeting
with Oculus personnel with respect to the services to be provided by certain personnel to Ruthigen under this Agreement, including
general business, research and development, manufacturing and laboratory activities; quality assurance testing and operations;
and other activities. Ruthigen shall have no office space at the Facilities and Oculus shall have no obligation to provide office
space to Ruthigen. Ruthigen shall comply, and shall cause any and all of its personnel who access the Facilities to comply, with
all terms and conditions of the real property lease between Oculus and its landlord with respect to the use of the Facilities and
all Oculus policies and instructions.”


 




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4.         
 Effect of this Amendment. Except as specifically amended as set forth herein, each term and condition of the
Services Agreement shall continue in full force and effect.


 


5.    
      Governing Law. This Amendment shall be governed by and construed in accordance with
the laws in force in the State of California, without giving effect to the choice of laws provisions thereof.


 


6.      
    Counterparts; Facsimile Signatures. This Amendment may be executed or consented to in counterparts,
each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. This Amendment
may be executed and delivered by facsimile or electronically and, upon such delivery, the facsimile or electronically transmitted
signature will be deemed to have the same effect as if the original signature had been delivered to the other party.


 


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IN
WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to Services Agreement to be duly executed and delivered by their
proper and duly authorized officers as of the day and year first above written.


 


	OCULUS	 	RUTHIGEN
	 	 	 
	OCULUS
    INNOVATIVE SCIENCES INC.	 	RUTHIGEN, INC.
	 	 	 
	By:	/s/
    James Schutz	 	By: 	/s/
    Hojabr Alimi
	Name:	James
    Schutz	 	Name: 	Hojabr
    Alimi
	Title:	Chief
    Executive Officer	 	Title:	Chief
    Executive Officer
	Date:	January 31,
    2014	 	Date:	January 31, 2014