exv10w53






Exhibit 10.53




Oculus and Advocos

Microcyn U.S. Commercial Launch Agreement



This service (“Agreement”) is made and effective this April 24, 2009, by and between
Oculus Innovative Sciences and Advocos.



Advocos is in the business of providing outsourcing solutions that are tailored to meet the unique
needs of our partners in return for an agreed professional fee and bonus.



NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the
parties hereto agree as follows:





	 	1.	 	Engagement






	 	a.	 	Oculus engages Advocos to render, and Advocos agrees to render to
Oculus, commercial promotional services as follows:






	 	i.	 	Personnel





	 	 	 	 	 
	 

	 	1.      Dedicated “Outside Sales Specialists”
	 	mutually agreed on.
	 
	 

	 	2.      Dedicated “Inside Sales Specialists”
	 	mutually agreed on.
	 
	 

	 	3.      Project Leader 	 	mutually agreed on.







	 	ii.	 	Territory Covered





	 	 	 	 	 
	 

	 	1.       United States	 	 







	 	2.	 	Services






	 	a.	 	Advocos’ sales specialists will provide direct contact with clinicians
who are involved in the process of choosing wound care cleansers for their
respective facilities/offices.
	 
	 	b.	 	Advocos’ “Outside Sales Specialists” will conduct Microcyn sales
presentations in person through face to face interaction with clinicians who have
been identified as targets.
	 
	 	c.	 	Advocos’ “Inside Sales Specialists” will conduct Microcyn sales
presentations through the use of telephone and interactive computer sessions with
clinicians who have been identified as targets.
	 
	 	d.	 	Each sales specialist will provide valuable Microcyn information to
target clinicians by way of product presentations supported with Microcyn
promotional materials that have been approved by Oculus.






	 	3.	 	Products






	 	a.	 	Advocos’ engagement shall relate to the following products and services
of Oculus: Microcyn as permitted to be marketed and sold in the United States






	 	4.	 	Samples






	 	a.	 	Oculus will provide Advocos adequate Microcyn samples for outside sales
promotions on a monthly basis. Samples will be shipped to Advocos as needed.
Oculus agrees to make every effort to provide Advocos with the necessary samples.




 









 






	 	b.	 	Oculus agrees to ship samples directly to targeted clinicians who
request samples as a result of sales presentations conducted with Advocos’ “Inside
Sales Specialists”.






	 	5.	 	Promotional Materials






	 	a.	 	Oculus will provide Advocos with an adequate supply of promotional
materials on a quarterly basis. Promotional materials will be used for all sales
calls made by “Outside Sales Specialists” in the field.
	 
	 	b.	 	Oculus will provide Advocos with an electronic version of all
promotional materials to be used for this project. Electronic versions of
promotional materials will be used by “Inside Sales Specialists” during clinician
computer presentations.
	 
	 	c.	 	All Advocos employees must adhere to marketing the label claims cleared
by FDA. Each personnel must complete a sales training session by Oculus Innovative
Sciences, Inc.






	 	6.	 	Compensation






	 	a.	 	Advocos shall receive monthly “professional fees” and “stock payments”
in relation to this project based on the following Sales Representative model.
38,500 shares of Oculus common stock will be granted to Advocos with 3,500 shares
vested at the end of April and 7,000 shares vested each month thereafter that this
contract is in effect. At the end of September additional shares will be granted.
Attached is Exhibit A, which displays the compensation plan for Advocos.






	 	i.	 	Level 2 Staffing: Total of 2 Outside/2.5 Inside
and 1 Project Leader






	 	1.	 	Monthly “Cash” Payment of $17,000 paid on
the first week of each month.
	 
	 	2.	 	Monthly “Oculus Stock” Payment of 7,000
shares.






	 	ii.	 	Level 3 Staffing: Total of 3 Outside/3.5 Inside
and 1 Project Leader






	 	1.	 	Monthly “Cash” Payment of $28,600 paid on
the first week of each month.
	 
	 	2.	 	Monthly “Oculus Stock” Payment of 7,000
shares.






	 	iii.	 	Level 4 Staffing: Total of 4 Outside/4.5 Inside
and 1 Project Leader






	 	1.	 	Monthly “Cash” Payment of $39,000 paid on
the first week of each month.
	 
	 	2.	 	Monthly “Oculus Stock” Payment of 7,000
shares.






	 	iv.	 	Level 5 Staffing: Total of 5 Outside/5.5 Inside
and 1 Project Leader






	 	1.	 	Monthly “Cash” Payment of $49,400 paid on
the first week of each month.
	 
	 	2.	 	Monthly “Oculus Stock” Payment of 7,000
shares.






	 	v.	 	Level 6 Staffing: Total of 6 Outside/ 6 Inside
and 1 Project Leader






	 	1.	 	Monthly “Cash” Payment of $59,800 paid on
the first week of each month.
	 
	 	2.	 	Monthly “Oculus Stock” Payment of 7,000
shares.




 









 












	 	b.	 	In addition to the above, Advocos shall receive a “bonus” payment in
relation to this project based on the following “Sales” model. Monthly sales are
defined as 22 days of sales of recognizable revenue based on GAAP.






	 	i.	 	One time bonus of $10,000 upon attainment of sales
equal to or exceeding $50,000.
	 
	 	ii.	 	Level 2 Staffing: A bonus of $10,663 for each month
of sales promotion that is triggered upon the achievement of attaining the
US monthly sales target of $70,000. Upon achieving $70,000 if achieved in
3 months, Oculus will pay Advocos $10,663 x three months of promotion to
that date. In the 4th month of duration for this level of
staffing, the cumulative amount of the bonus is discounted at 80% of
$10,663 x four months and in the 5th month of duration for this
level, the cumulative amount of the bonus is discounted at 65% of $10,663
x five months.
	 
	 	iii.	 	Level 3 Staffing: A bonus of $10,813 for each month
of sales promotion that is triggered upon the achievement of attaining the
US monthly sales target of $90,000. Upon achieving $90,000 if achieved in
3 months, Oculus will pay Advocos $10,813 x 3 months of promotion since
and including the $70,000 US sales target. In the 4th month of
duration for this level, the cumulative amount of the bonus is discounted
at 80% of $10,813 x four months and in the 5th month of
duration for this level of staffing, the cumulative amount of the bonus is
discounted at 65% of $10,813 x five months.
	 
	 	iv.	 	Level 4 Staff: A bonus of $12,163 for each month of
sales promotion that is triggered upon the achievement of attaining the US
monthly sales target of $110,000. Upon achieving $110,000 if achieved in
3 months, Oculus will pay Advocos $12,163 x three months of promotion
since and including the $90,000 US sales target (Example: If Advocos
achieves $90,000 in monthly sales in month 9 and then attains sales of
$110,000 per month in month 12, Oculus will pay Advocos a bonus of $36,489
which is equivalent to $12,163 x 3 months of promotion since there were 3
months from the time the $90,000 target was achieved.). In the
4th month of duration for this level of staffing, the
cumulative amount of the bonus is discounted at 80% of $12,163 x four
months and in the 5th month of duration for this level, the
cumulative amount of the bonus is discounted at 65% of $12,163 x five
months.
	 
	 	v.	 	Level 5 Staffing: A bonus of $16,450 for each month
of sales promotion that is triggered upon the achievement of attaining the
US monthly sales target of $130,000. Upon achieving $130,000 if achieved
in 3 months, Oculus will pay Advocos $16,450 x 3 months of promotion since
and including the $110,000 US sales target. In the 4th month
of duration for this level of staffing, the cumulative amount of the bonus
is discounted at 80% of $16,450 x four months and in the 5th
month of duration for this level, the cumulative amount of the bonus is
discounted at 65% of $16,450 x five months.
	 
	 	vi.	 	Oculus will pay Advocos a monthly bonus of $15,000
for each subsequent calendar month for sales exceeding $140,000.




 









 






	 	 	 	Oculus reserves the right to increase the size of the sales team and related
bonuses at anytime given a reasonable notice is provided to Advocos.






	 	7.	 	Billing






	 	a.	 	Advocos shall invoice Oculus for all service and performance related
payments on the 15th day of each month prior to the month services are
being rendered.
	 
	 	b.	 	All “pre-approved” Oculus expenses that occur outside the scope of this
agreement shall be pre-approved by Oculus and submitted in an itemized format and
shall be paid by Oculus within thirty (30) days of the invoice date.






	 	8.	 	Competitors






	 	a.	 	During the term of this Agreement and for a period of 360 days
following termination of this agreement, Advocos may not partner, render services
to, represent or otherwise be affiliated with any person, firm, corporation or
entity in connection with any product or service directly competitive with Oculus
with respect to which Advocos is providing any service pursuant to this agreement.
Advocos’ client list belongs exclusively to oculus for purposes of marketing a
topical antimicrobial with Microcyn like properties, and at any time, Oculus can
request a full client list which Advocos must furnish within 10 days of receipt of
such notice.






	 	9.	 	Ownership and Use






	 	a.	 	Oculus warrants and represents that it possesses good title to, or the
right to use, any and all trademarks of the Oculus Products, free and clear of any
claims or encumbrances that would impede the performance by either party under the
terms of this agreement. In addition, Oculus owns or controls the patents or
appropriate licenses in connection with all Oculus products, and has no knowledge
of the existence of any claim or adverse rights which would restrict or prevent
Oculus or Advocos from performing its obligations under this service agreement.






	 	10.	 	Termination






	 	a.	 	Upon termination, Oculus shall (a) pay to Advocos all Fees for Service
rendered which are due and owing to Advocos because of any completed performance of
Advocos’ obligations prior to the effective date of termination; and (b) pay any
other costs which have been expressly identified as being due upon termination.






	 	11.	 	Indemnification






	 	a.	 	Advocos shall indemnify, defend and hold harmless Oculus, its
affiliates and their respective directors, officers, employees and agents from and
against any and all losses, claims, actions, damages, liabilities penalties, costs
and expenses (including reasonable attorneys’ fees and court costs) (collectively,
“Losses”), resulting from any (i) breach by Advocos or its employees of its
obligations hereunder; (ii) willful misconduct or negligent acts or omissions of
Advocos or its employees; and (iii) violation by Advocos or its employees of any
municipal, county, state or federal laws, rules or regulations applicable to the
performance of Advocos’ obligations
under this service agreement, except to the extent such losses are determined to have
resulted from the negligence or willful misconduct of Oculus or its employees.




 









 












	 	b.	 	Oculus shall indemnify, defend and hold harmless Advocos, its
affiliates and their respective directors, officers, employees and agents from and
against any and all losses, claims, actions, damages, liabilities, penalties, costs
and expenses (including reasonable attorneys’ fees and court costs) (collectively,
“Losses”), resulting from (i) the manufacture, storage, packaging, production,
transportation, distribution, sale or other disposition of the products by Oculus
or its agents; (ii) breach by Oculus or its employees of its obligations hereunder;
(iii) willful misconduct or negligent acts or omissions of Oculus or its employees;
and (iv) violation by Oculus or its employees of any municipal, county, state or
federal laws, rules or regulations applicable to the performance of Oculus’
obligations under this service agreement, except to the extent such losses are
determined to have resulted from the negligence or willful misconduct of Advocos or
its employees.






	 	12.	 	Term






	 	a.	 	The term of this agreement shall commence on April 24th,
2009 and shall continue in full force and effect until April 23rd, 2011. Oculus
may terminate agreement upon at least a Thirty(30) day written notice. The
rights, duties and obligations of the parties shall continue in full force during
or following the period of the termination notice until termination.






	 	13.	 	Renewal






	 	a.	 	This agreement will automatically renew for an additional 1 year term
if no written notice of termination is provided 90 days prior (Jan 23rd,
2011) to the end of agreement.






	 	14.	 	Rights Upon Termination






	 	a.	 	Upon termination of agreement, Advocos shall transfer, assign and make
available to Oculus all property, materials and customer lists in Advocos’
possession or subject to Advocos’ control that are the property of Oculus, subject
to payment in full of amounts due pursuant to this agreement.






	 	15.	 	Authority to Perform






	 	a.	 	Advocos hereby represents and warrants that it has full right and
authority to perform its obligations and grant the rights and licenses herein
granted and that it has neither assigned not otherwise entered into an agreement by
which it purports to assign or transfer any right, title, or interest to any
technology or intellectual property right that would conflict with its obligation
under this agreement. Advocos covenants and agrees that it shall not enter into
any such agreements.






	 	16.	 	Protection of Proprietary Materials






	 	a.	 	From the date of execution hereof and for as long as the information or
data remain Trade Secrets, Advocos shall not use, disclose, or permit any person to
obtain any Trade Secrets of Oculus, including any materials developed or generated
hereunder (whether or not the Trade Secrets are in written or tangible form),
except as specifically authorized by Oculus.
	 
	 	b.	 	As used herein, “Trade Secret” shall mean a whole or any portion or
phrase of any scientific or technical information, design, process, procedure,
formula, or improvement that is valuable and not generally known to competitors of
Oculus.




 









 






	 	c.	 	Irreparable harm should be presumed if Advocos breaches any covenant in
this agreement for any reason. This agreement is intended to protect Oculus’s
proprietary rights pertaining to the materials, and any misuse of such rights would
cause substantial harm to Oculus’s business. Therefore, Advocos agrees that a court
of competent jurisdiction should immediately enjoin any breach of this agreement,
upon a request by Oculus.






	 	17.	 	Return of Materials






	 	a.	 	Upon the request of Oculus, but in any event upon termination of this
agreement, Advocos shall surrender to Oculus all memoranda, notes, records,
drawings, manuals, computer services, and other documents or materials (and all
copies of same) pertaining to the materials, reports and other data or materials
generated or developed by Advocos or furnished by Oculus to Advocos, including all
materials embodying any Trade Secrets. This section is intended to apply to all
materials made or compiled by Advocos, as well as to all materials furnished to
Advocos by Oculus or by anyone else that pertain to the materials.






	 	18.	 	Default






	 	a.	 	In the event of any default of any material obligation by or owed by a
party pursuant to this agreement, then the other party may provide written notice
of such default and if such default is not cured within Forty-Five (45) days of the
written notice, then the non-defaulting party may terminate this agreement.






	 	19.	 	Notices






	 	a.	 	Any notice required by this agreement or given in connection with it,
shall be in writing and shall be given to the appropriate party by personal
delivery or by certified mail, postage prepaid, or recognized overnight delivery
services.




If to Oculus:

Oculus Innovative Sciences, Inc.

1135 North McDowell Blvd

Petaluma, CA 94954

Attn: Hoji Alimi



If to Advocos:

Advocos

2687 McCollum Parkway #111

Kennesaw, GA 30144

Attn: Robert Godfrey





	 	20.	 	Headings






	 	a.	 	Headings used in this agreement are provided for convenience only and
shall not be used to construe meaning or intent.




 









 












	 	21.	 	Final Agreement






	 	a.	 	This agreement terminates and supersedes all prior understandings or
agreements on the subject matter hereof. This agreement may be modified only by a
further writing that is duly executed by both parties.






	 	22.	 	Governing Law






	 	a.	 	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 Delaware.




IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first
above written.




	 	 	 
	Oculus Innovative Sciences, Inc

	 	Advocos
	 
	 	 
	By: /s/ Hojabr Alimi                                        

	 	By: /s/ Robert Godfrey                                        
	 
	 	 
	Print: Hojabr Alimi

	 	Print: Robert Godfrey
	 
	 	 
	Title: President

	 	Title: President
	 
	 	 
	Date: 4/23/09

	 	Date: 4/23/09