exv10w3






Exhibit 10.3




REVENUE SHARING DISTRIBUTION AGREEMENT



This Agreement is made and entered into as of the latest date set forth on the signature lines
below (the “Effective Date”) by and between Oculus Innovative Sciences, Inc., a Delaware
corporation having a place of business at 1129 No. McDowell Boulevard, Petaluma, California, USA
94954 (“Company”), and VetCure, Inc., a California corporation having a place of business at 3546
N. Riverside Ave, Rialto, CA 92377 (“Distributor”).




     WHEREAS Company has developed proprietary technology and know-how known as the Vetericyn Wound
Care Spray (“Vetericyn”) which the Company distributes and sells in the form of liquid solutions,
as further identified in Exhibit A to this Agreement, and



     WHEREAS Distributor desires to distribute Vetericyn in the Territory (as hereinafter defined).



     NOW THEREFORE in consideration of the mutual promises and undertakings of the parties hereto
the parties agree as follows:



     1. Definitions.



          1.1 “Change in Control” shall mean (a) any consolidation or merger of either party with or
into any other corporation or other entity or person, or any other corporate reorganization, in
which the stockholders of such party immediately prior to such consolidation, merger or
reorganization, own less than fifty percent (50%) of such party’s voting power immediately after
such consolidation, merger or reorganization, or any transaction or series of related
transactions to which either is a party in which in excess of fifty percent (50%) of such party’s
voting power is transferred; or (b) a sale, lease or other disposition of all or substantially
all the assets of either party.




          1.2 “Confidential Information” means information of a party, which information is
conspicuously marked with “Confidential”, “Proprietary” or other similar legend. If
Confidential Information is orally disclosed or it is observed, it shall be identified as such at
the time of disclosure or observation and a brief written description and confirmation of the
confidential nature of the information shall be sent to the recipient within thirty (30) days
after the disclosure. The Solution Specifications, quantities, schedules and pricing, projections
and business plans shall be considered Confidential Information hereunder whether disclosed
orally or in writing, or whether or not marked “Confidential” or “Proprietary.”




          1.3 “Intellectual Property Rights” means all intellectual property rights worldwide arising
under statutory or common law or by contract and whether or not perfected, now existing or
hereafter filed, issued, or acquired, including all (a) patent rights; (b) rights associated with
works of authorship including copyrights and mask work rights; (c) trademarks, service marks,
trade dress and trade names; (d) rights relating to the protection of trade secrets and
confidential information; and (e) any right analogous to those set forth herein and any other
proprietary rights relating to intangible property.




          1.4 “Markets” means the animal health markets solely for use in the treatment of all types
of animals (non-humans) within the Territory.




 









 








          1.5 “Purchase Order” shall mean an offer from Distributor received by Company, whether in
written or other form, or in electronic form, to purchase or schedule delivery of a specified
amount of Solutions that complies with the requirements set forth in this Agreement.




          1.6 “Regulatory Approvals” means any and all approvals, applications, registrations,
licenses, certifications and other requirements imposed by any governmental agency or other
entity exercising any regulatory or other governmental or quasi-governmental authority.




          1.7 “Company’s Technology” means Company’s proprietary technology and know-how known as the
Microcyn Technology, used for (among other things) veterinary applications.




          1.8 “Solution(s)” means the liquid solutions based on Company’s Microcyn Technology which
are to be provided by Company under this Agreement as Vetericyn Wound Care Spray, as further
described in Exhibit A. From time to time, the Company may introduce new products and
packaging, including, but not limited to, otic cleanser, gels, shampoos, etc., based on the
Microcyn Technology platform and new packaging configurations. Distributor will be granted
exclusive distribution rights for these new products in the Market during the Term and within the
Territory. The parties intend to work in good faith to finalize pricing, packaging and labeling
regarding these new products in the future.




          1.9 “Solution Specifications” means the specifications for the Solutions as set forth in
Exhibit B.




          1.10 “Territory” shall mean the United States of America.




     2. Purchases and Solutions.



          2.1 General. This Agreement establishes the terms and conditions on which Company
will sell to Distributor the Solutions. This Agreement shall not be modified, supplemented or
interpreted by any trade usage or prior course of dealing not made a part of this Agreement by
its express terms.




          2.2 Appointment. Subject to all the terms and conditions of this Agreement, Company
hereby appoints Distributor for the term of this Agreement as the exclusive distributor of the
Solutions only within the Market and only within the Territory. Distributor may distribute
Solutions only to persons and entities located and taking delivery within the Territory .
Furthermore, Solution distributed by Distributor for further distribution may be distributed only
through subdistributors who are bound in writing for Company’s benefit to all the restrictions on
Distributor contained in this Agreement. Nothing in this Agreement shall be construed as limiting
in any manner Company’s marketing or distribution activities or its appointment of other dealers,
distributors, licensees or agents outside the Market and/or outside the Territory.




          2.3 Shipment Terms and Costs. Solution is delivered DDP, Delivered Duty Paid, from
the Company’s manufacturing plant in Zapopan, Mexico to Distributor’s warehouse in Rialto,
California.




 









 








          2.4 Purchase Order and Forecast. On a quarterly basis, Distributor shall provide a
non-binding, rolling forecast of purchases of Solutions for the next six (6) months after the
period covered by the Purchase Order.




          2.5 Purchase Orders. All Purchase Orders shall contain such pricing, requested
shipment schedule, delivery address, requested carrier and quantity terms as set forth in
Exhibit A.




     When acknowledgement of receipt and acceptance of the Purchase Order is made by Company
(either by written notice or by shipment of the Solutions covered by the Purchase Order), the
Purchase Order shall be deemed a commitment to purchase and sell the Solutions pursuant to the
terms of this Agreement.




          2.6 Pricing. The Solution prices are set forth in Exhibit A and shall be
payable in US Dollars.




          2.7 Payment Terms. Payment terms are thirty (30) days net for OBP (defined below).
All payments related to the Revenue Sharing (also defined below) portion are due thirty (30) days
after month end for which the Revenue Sharing calculation applies.




          2.8 Minimum Purchase. Minimum ordering quantities are set forth in
Exhibit A. No orders shall be accepted, unless such orders are at least equal to or
greater than the minimum quantities set forth in Exhibit A.




     3. Delivery and Acceptance.



          3.1 Delivery of Solution. Delivery of Solution shall be DDP, Delivered Duty Paid,
from the Company’s manufacturing plant in Zapopan, Mexico to Distributor’s warehouse in Rialto,
California. Shipment dates are approximate and are subject to change.




          3.2 Packaging. Company shall package the Solutions for shipment to Distributor in
the manner customarily used by Company, unless Distributor requires different packaging
specifications, in which case any such different packaging shall be at Distributor’s expense.
Distributor will provide such reasonable specifications to Company in writing within thirty (30)
days of the Effective Date. After execution of this Agreement, Distributor will, at its own
expense, begin studying all necessary steps to conduct final finished bottlling and labeling
(“Packaging”) of Vetericyn in Distributor’s facility. The Company will, at its own expense,
begin studying all necessary steps to manufacture the Solution in Petaluma, California and ship
to Distributor in bulk. Distributor intends to target certain Packaging and Solution pricing not
to exceed $2.00 per bottle. If the costs of Packaging and Solution pricing are greater than
$2.00 per bottle, which includes transportation and duties, if any, then Distributor will absorb
any additional costs over $2.00 per bottle. If the costs of Packaging and Solution are less than
$2.00 per bottle, then any savings will be shared equally between the parties. Upon achieving
all necessary regulatory approvals necessary for Packaging medical devices, Distributor will have
the right to Package the Solution for the Market in the Territory. The Company will conduct
periodic audits, with reasonable prior notice, of Distributor’s Packaging facility in an effort
to ensure Distributor complies with appropriate regulatory requirements for final finished
Packaging. The parties agree to work in good faith
to create a similar Revenue Sharing mechanism, as described in Exhibit A, upon
transfer of Packaging to Distributor.




 









 








          3.3 Future Manufacturing Rights. Upon achieving a certificate of compliance under
Good Manufacturing Practices (“GMP”) to Package medical devices under US Food and Drug
Administration rules, the parties agree to work in good faith to study Distributor’s
manufacturing capabilities under the following scenario. Distributor would provide a secure
manufacturing area within Distributor’s facility solely to house the Company’s proprietary
manufacturing line. Distributor would further reimburse all salary and related employment costs
for a Company employee, if deemed necessary by the parties, to maintain and operate the Company’s
manufacturing line within Distributor’s facility. Any potential costs savings that result from
the transfer of manufacturing to Distributor’s facility would be split evenly between the Company
and Distributor. For purposes of clarity, any transfer of manufacturing rights will only occur
upon written mutual agreement, or pursuant to Section 10.3.




          3.4 Risk of Loss or Damage. Title and risk of loss will be transferred to
Distributor upon delivery of Solutions by Company. Distributor will also bear the risk of loss
with respect to any Solutions rejected by Distributor until received by Company in Petaluma,
California, or another location by mutual agreement.




          3.5 Delivery Performance. Company may make partial deliveries of the Solutions under
this Agreement. Partial deliveries will be separately invoiced by Company and paid for by
Distributor without regard to subsequent deliveries.




          3.6 Cancellation; Rescheduling. Distributor may not cancel or reschedule any
shipment under a Purchase Order once the Purchase Order is accepted by Company.




          3.7 Solution Acceptance. All Solutions will be subject to final inspection and
acceptance by Distributor within seven (7) working days after receipt. Distributor may only
reject Solutions if the Solutions shipped by Company did not materially conform to the Solution
Specifications at the time of shipment by Company. In any event, use of the Solutions by
Distributor or its customers, or the failure by Distributor to return the Solutions within
fourteen (14) working days following delivery of such Solutions shall constitute acceptance by
the Distributor. Any Solutions properly rejected will be returned to Company in accordance with
the return procedures set forth in Article VI with respect to warranty claims.




          3.8 Force Majeure. Neither party shall  be liable for nonperformance or delay in
performance (other than of obligations regarding payment of money or confidentiality) caused by
any event reasonably beyond the control of such party including, but not limited to wars,
hostilities, revolutions, riots, civil commotion, national emergency, strikes, lockouts,
epidemics, fire, flood, earthquake, force of nature, explosion, embargo, or any other Act of God,
or any law, proclamation, regulation, ordinance, or other act or order of any court, government
or governmental agency.




 









 





     4. Certain Obligations.



          4.1 Distribution Efforts. Distributor shall use commercially reasonable efforts to
successfully market the Solutions in the Market in the Territory on a continuing basis and to
comply with good business practices and all laws and regulations relevant to this Agreement or
the subject matter hereof. In its distribution efforts, Distributor will use mutually agreed
upon names for the Solution; provided that all advertisements and promotional materials shall be
subject to mutual written consent of both parties, which approval shall not be unreasonably
withheld, and, provided further, that no other right to use any name or designation is granted by
this Agreement.




          4.2 Compliance with Laws. Both parties shall conduct their respective businesses in
accordance with all laws and regulations. Without limiting the foregoing, Distributor shall not
market or sell any Solution except in compliance with the Regulatory Approvals and all applicable
laws and regulations.




          4.3 Exclusivity and Use of Solutions. Distributor is the exclusive distributor in
the Territory and purchase of Solution is solely for use by Distributor in the Markets.
Distributor shall not market, distribute or sell the Solution on a stand-alone basis or in any
market other than the Markets.




          4.4 Support. Subject to Company’s scheduling and personnel constraints, Company
will provide to Distributor reasonable engineering, research and development support and access
to its personnel as needed for use of the Solution in the Markets.




          4.5 Branding of Solution. Both parties will work in good faith to use the other’s
trademarks and brand names for labeling and marketing efforts.




          4.6 Equity Compensation. In exchange for Distributor’s commitment to its marketing
efforts and other good and valuable consideration, the Company will issue to the Distributor
433,275 shares of its common stock. Such issuance will depend on the Company’s satisfaction
that such issuance complies with federal and state securities laws and with the rules and
regulations for the trading market on which the Company’s stock trades. The Distributor agrees
to provide such information as reasonably requested by the Company to establish such compliance.
The Company will issue such shares of common stock within 10 business days of the execution of
this agreement to such individuals or entities as directed by the Distributor or as otherwise
decided by the parties in writing. The shares of common stock will be issued pursuant to a
private placement and will bear a restrictive legend. The shares of common stock will not have
registration rights however the Company may, in its sole discretion, register such shares of
common stock.




     5. Ownership.



          5.1 Company’s IP. Company is and shall be the sole and exclusive owner of all
Intellectual Property Rights in and to the Solutions and Company’s Technology, including, without
limitation, its Microcyn Technology, and any and all inventions, technology, know-how and other
intellectual property made, conceived, created, reduced to practice or otherwise developed as
part of Company’s services pursuant to Article IV of this Agreement, and all improvements,
enhancements, modifications and derivatives of any of the foregoing (collectively, “Company’s
IP”).




 









 








          5.2 No Reverse Engineering. Distributor acknowledges that the Solutions contain the
valuable trade secret information of Company and other proprietary information of Company.
Accordingly, Distributor agrees that it will not, at any time during the term of this Agreement
or thereafter, reverse engineer or otherwise attempt to discern the trade secret information of
the Solutions, nor will Distributor permit any third party to do any of the foregoing. Company
acknowledges that the Distributor’s Process contains the valuable trade secret information of
Distributor and other proprietary information of Distributor. Accordingly, Company agrees that
it will not, at any time during the term of this Agreement or thereafter, reverse engineer or
otherwise attempt to discern the trade secret information of the Distributor’s Process, nor will
Company permit any third party to do any of the foregoing.




          5.3 IP Warranty. The Company is the legal and beneficial owner of all right, title
and interest in and to the Intellectual Property, the Solutions and the Company Technology,
having good title hereto, free and clear of any and all mortgages, liens, security interest and
charges, and no person or entity has or shall have any claim of ownership with respect to the
Intellectual Property, the Solutions or the Company Technology; The Intellectual Property is
subsisting and is not invalid or unenforceable, in whole or in part; Company has not previously
assigned, transferred, conveyed or otherwise encumbered any right, title or interest in the
Intellectual Property, the Solutions or the Company Technology the subject of this Agreement and
has not granted to any third party any license to use the Intellectual Property, Solutions or the
Company Technology in any manner inconsistent with or in conflict with any provisions of this
Agreement or the rights of Distributor under this Agreement, or any covenant not to sue for any
such use; Neither the Intellectual Property, the Solutions nor the Company Technology nor the
disclosing, copying, making, using or selling of such Intellectual Property, Solutions or Company
Technology, or products or services embodying such Intellectual Property, Solutions of Company
Technology, violates, infringes or otherwise conflicts or interferes with any copyright, trade
secret, trademark, service mark, patent or any other intellectual property or proprietary right
of any third party; There are no claims, judgments or settlements relating to the Intellectual
Property, the Solutions or the Company Technology to be paid by the Company, and no claim has
been brought by any person or entity alleging that the Intellectual Property, the Solutions or
the Company Technology or the disclosing, copying, making, using or selling of such Intellectual
Property, Solutions or Company Technology or products or services embodying such Intellectual
Property, Solutions or Company Technology, violates, infringes or otherwise conflicts or
interferes with any copyright, trade secret, trademark, service mark, patent or any other
intellectual property or proprietary right of any third party; and the Company does not know of
any infringement by others of the Intellectual Property.




     6. Limitation On Liability And Remedies.



          6.1 Company Limited Warranty; Limitation of Remedies.





               (a) Company warrants that each Solution delivered will, under normal use and
conditions, substantially conform to the applicable Solution Specifications for a period of
one (1) to two (2) years, in conformity with the various products label claims regarding
shelf-life, after the specific Solution has shipped ex-works. This limited warranty does
not cover the results of accident, abuse,
misapplication, vandalism, acts of God, use contrary to specifications or instructions,
or modification by anyone other than Company.



 









 






               (b) Company’s entire liability and Distributor’s exclusive remedy, except for the
indemnity obligations as set forth in Section 7.2, which are in addition to the remedies set
forth in this Section 6.1, shall be replacement of the materially non-conforming Solutions.
Distributor may reject and return such non-conforming Solutions for modification or
replacement by Company provided that Distributor must first obtain a Return Material
Authorization from Company. Company shall issue a Return Material Authorization (“RMA”)
within two (2) business days after Distributor’s request. Any additional terms of the RMA
procedure shall be mutually agreed to between the parties. Distributor shall include the RMA
number with all returns. Distributor shall return all such non-conforming Solutions to
Company within fifteen (15) days of Distributor’s receipt of such Solutions.




               (c) Company is liable for all transit costs associated with replacement of
non-conforming Solution. If the Company intends to destroy any non-conforming Solution,
such costs are the responsibility of the Company.




               (d) If modification or replacement is not reasonably possible, then Company may elect
to refund to Distributor an amount equal to the purchase price for the non-conforming
Solutions, and such refund shall be Distributor’s entire remedy. Any replacement Solution
will be warranted for the remainder of the original warranty period. Company shall not be
responsible for any labor costs or other costs Distributor incurs incident to the
replacement of any non-conforming Solution.




               (e) If Company determines that any returned Solution conformed to the warranty, Company
will return the Solution to Distributor at Distributor’s expense, freight collect, along
with a written statement setting forth Company’s conclusion that the returned Solution was
not defective, and Distributor agrees to pay Company’s reasonable cost of handling and
testing the returned Solution.




               (f) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VI, THE SOLUTIONS ARE PROVIDED
“AS-IS” WITHOUT WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND AGAINST
INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VI, COMPANY DOES NOT WARRANT
THAT THE SOLUTIONS WILL MEET SPECIFIC REQUIREMENTS.



          6.2 Consequential Damages Waiver. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER PARTY OR ITS CUSTOMERS FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT
DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR LOST SAVINGS ARISING OUT OF THE USE OR
INABILITY TO USE THE SOLUTIONS OR OTHERWISE ARISING OUT OF OR RELATED TO THIS AGREEMENT.




 









 








          6.3 Limitation of Liability. COMPANY’S AGGREGATE LIABILITY UNDER OR ARISING OUT OF
THIS AGREEMENT FOR ANY CLAIM, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED,
EXCEPT FOR THE INDEMNITY OBLIGATIONS IN SECTION 7.2, WHICH ARE IN ADDITION TO THE REMEDIES SET
FORTH IN THIS SECTION 6.3, TO AN AMOUNT EQUAL TO THE AMOUNT PAID BY DISTRIBUTOR TO COMPANY UNDER
THIS AGREEMENT FOR THE SOLUTIONS THAT ARE THE SUBJECT OF THE LIABILITY IN THE SIX-MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. DISTRIBUTOR’S AGGREGATE LIABILITY
UNDER OR ARISING OUT OF THIS AGREEMENT FOR ANY CLAIM, WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF COVERAGE REQUIRED UNDER THIS SECTION 6.3. EACH
PARTY SHALL NAME THE OTHER PARTY AS AN ADDITIONAL INSURED IN ITS LIAIBLITY INSURANCE COVERAGE AND
EACH PARTY SHALL MAINTIAN A MINIMUM OF TWO ($2,000,000) MILLION DOLLAR LIABILITY INSURANCE
COVERAGE.




     7. Indemnification.



          7.1 Distributor’s Indemnity. Distributor agrees that it will, at its own expense,
defend all suits or proceedings instituted against Company arising out of any marketing, sale or
use or off-label use of the Solution in the Markets by Distributor.




          7.2 Company’s Indemnity. The Company agrees that it will, at its own expense, defend
all suits or proceedings instituted against the Distributor arising out of any marketing, sale or
on-label use of the Company’s products in the non-Markets. The Company further agrees that it
will, at it own expense, indemnify and hold harmless for the benefit of Distributor and its
officers, directors, shareholders, for any liability or damage to Distributor in the event any
warranties of Company are inaccurate or false, any product liability claims regarding the
Solutions, or any infringement or threatened infringement of the Intellectual Property.




     8. Confidential Information



          8.1 Ownership of Confidential Information. Both parties are and shall remain the
owner of its Confidential Information. Nothing contained in this Agreement shall be construed as
granting any rights by license or otherwise to such Confidential Information.




          8.2 Agreement to Maintain Confidentiality. Both parties shall take all reasonable
steps to ensure that it and its agents maintain the confidentiality of the Confidential
Information.




          8.3 Agreement Not to Use or Disclose. Except as provided in this Agreement, neither
party shall  disclose to any other person or entity Confidential Information of the disclosing
party or use such Confidential Information for any purpose other than the purposes expressly
authorized under this Agreement.




          8.4 Specific Performance. The parties recognize and agree that any breach by the
receiving party of its obligations contained in this Article VIII would cause irreparable harm to
the disclosing party such that the disclosing party could not be compensated for the
harm by money damages alone. Therefore, the parties agree that the provisions of this
Article VIII shall be enforceable by specific performance, including injunctive relief.




 









 





     9. Term and Termination.



          9.1 Term. This Agreement shall be effective and in full force from the Effective
Date for a period of ten (10) years and shall automatically renew for successive five (5) year
terms, unless terminated earlier pursuant to this Section 9.




          9.2 Termination for Cause. Either party will have the right to terminate this
Agreement for cause upon thirty (30) days’ prior written notice to the other party of a material
breach of this Agreement by the other party that remains uncured during such thirty (30) day
period or if any representation or warranty is determined to be false or misleading.




          9.3 Effect of Termination.




               (a) Upon the termination of this Agreement for any reason, each party shall retain
ownership of its respective Confidential Information and shall return to the other party all
of the Confidential Information received from the other party up to the time of termination.




               (b) Upon termination of this Agreement, Distributor may elect to (i) pay to Company any
amounts due under this Agreement or (ii) return to the Company any unpaid for Solution.




               (c) If either party terminates this Agreement for cause, then, the other party may
elect to (i) continue to supply, or require the Company to continue to supply, Solutions to
Distributor under Purchase Orders that Company accepted prior to the effective date of
termination and Distributor agrees to pay Company the purchase price for such Solutions or
(ii) cancel all such Purchase Orders and neither party will have liability for such
cancellation.




               (d) Neither Company nor Distributor shall be liable to the other for compensation,
reimbursement or damages for the loss of prospective profits, anticipated sales or goodwill
as a result of the termination of this Agreement in accordance with the terms of Section 9.2
or Section 9.3.



          9.4 Survival. Upon the expiration, or the termination for any reason, of this
Agreement, the rights and obligations of the parties under Sections 2.6, 2.7, 3.7, 3.8, 4.1, 9.4,
9.5 and Articles 1,5,6,7 and 8 shall survive and remain in effect.




     10. Miscellaneous.



          10.1 Notices. All notices shall be deemed given by fax, and addressed as set forth
at the signature line below or to such other address as the party to receive the notice or
request so designates by written notice to the other.




          10.2 Assignment and Subcontracting. This Agreement and all rights and obligations
hereunder are personal to the parties hereto and shall not be assigned by either



 









 






party to any third party without the prior written consent thereto by the other party except
that Company may assign this Agreement to an affiliate or to a successor to all or substantially
all of the Company’s assets or to a majority of Company’s voting stock. This Agreement shall
benefit and be binding upon the parties to this Agreement and their respective permitted
successors and assigns.




          10.3 Change of Control.  Within sixty (60) days of a Change in Control at the
Company, and notwithstanding any provision of this Agreement to the contrary, including without
limitation Section 3.3, Distributor may elect at its own expense, to immediately transfer (by way
of a non-exclusive license) one or more of the Company’s manufacturing lines that produce the
Vetericyn formula for the Solutions.  Upon the election to transfer, Distributor would have the
exclusive right to manufacture and Package Vetericyn or any derivative thereof, in the Market
during the Term. In consideration, the Company, or its successors, would receive a one-time,
nonrefundable payment for the manufacturing lines(s) on a mutually agreed upon price, in any
event not to exceed the Company’s original cost for such manufacturing line(s) and a perpetual
ten percent (10%) royalty on net sales related to the sales of Vetericyn or any derivative product
thereof, for the Term. The Company, or its successors, would agree to provide, at Distributor’s
expense, commercially reasonable technical and other assistance to Distributor to facilitate the
transfer process. 




          10.4 Waiver. No term or condition of this Agreement shall be deemed waived unless
such waiver is in a writing executed by the party against whom the waiver is sought to be
enforced. Failure or delay in the exercise of any right, power or privilege hereunder shall not
operate as a waiver thereof or of any subsequent failure or delay.




          10.5 Governing Law, Jurisdiction, Venue. This Agreement is made under and in all
respects shall be interpreted, construed and governed by and in accordance with the Laws of the
State of California. Sole and exclusive jurisdiction in any case or controversy arising under
this Agreement or by reason of this Agreement shall be with the Sonoma County Superior Court or
the United States District Court for the Northern District of California, and for this purpose
each party hereby expressly and irrevocably consents to the exclusive jurisdiction of such
courts.




          10.6 Severability. If any of the provisions of this Agreement in any way violate or
contravene any laws applicable to this Agreement, such provision shall be deemed not to be a part
of this Agreement and the remainder of this Agreement shall remain in full force and effect. In
such event, the parties agree to negotiate in good faith to substitute legal and enforceable
provisions that most nearly effect the original intent of the severed provision.




          10.7 Subject Headings. The captions and headings used herein are intended for
convenience only, and shall not affect the construction or interpretation of any section or
provision of this Agreement.




          10.8 Entire Agreement; Amendments. This Agreement, including Exhibits A and B
hereto, constitutes the entire understanding and agreement of the parties related to the subject
matter hereof, and supersedes any and all prior or contemporaneous offers, negotiations,
agreements and/or understandings, written or oral, as to such subject matter. Except as provided
herein, no amendment, revision or modification of this Agreement shall be
effective or binding unless made in writing and signed by the party against whom enforcement
is sought.




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
as of the date transcribed below.



	 	 	 	 	 	 	 	 	 
	COMPANY:	 	DISTRIBUTOR:	 	 
	OCULUS INNOVATIVE SCIENCES, INC.	 	VETCURE, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	BY:

	 	/s/ Hojabr Alimi	 	BY:	 	/s/ Robert Burlingame	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TITLE:

	 	CEO and Chairman	 	TITLE:	 	CEO	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DATE:

	 	January 26, 2009	 	DATE:	 	January 26, 2009	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ADDRESS: 1129 No. McDowell Boulevard	 	ADDRESS:	 	 
	Petaluma, CA 94954	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PHONE: (___)

	 	 	 	PHONE: (___)	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	FAX: (___)

	 	 	 	FAX: (___)