Unassociated Document


    Exhibit 10.3

    
 

    PRODUCT
OPTION AGREEMENT


     

    This
PRODUCT OPTION AGREEMENT (“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 North McDowell Boulevard,
Petaluma, California 94954 (“OCULUS”); and AmDerma
Pharmaceuticals, LLC,
a Delaware limited liability company having a place of business at 440 US
Highway 22 East, Suite 104, Bridgewater, New Jersey 08807 (“AmDerma”).

     

    WHEREAS, Oculus
has developed proprietary technology and know-how (“Oculus Technology”);
and

    


    WHEREAS, Oculus
desires to use the Oculus Technology to develop a prescription pharmaceutical
product for the treatment of acne (the “Future Acne Product”); and

    


    WHEREAS, AmDerma
desires to obtain the option to exclusively sell and distribute the Future Acne
Product, utilizing the Oculus Technology.

    


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

    


    1.           Option

    


    1.1.  Within four (4)
business days following the execution of this Agreement, AmDerma
will pay a one-time non-refundable payment of Five Hundred Thousand ($500,000)
Dollars to Oculus
in consideration for an option on the Future Acne Product (“Option
Payment”).  On behalf of itself and its officers, directors,
employees, agents, representatives, affiliates, and stockholders, agree that
until 5:00 PM Pacific Time on June 30, 2011, Oculus
will not directly or indirectly initiate, solicit, encourage, discuss,
negotiate, or accept any offers or proposals regarding the licensing, sale,
transfer, co-promotion, co-marketing, or similar transaction for Future Acne
Product in the United States and its possessions and territories without the
prior written consent of  AmDerma.  The intent of this
option period is to create a period of exclusivity for AmDerma
to conduct diligence and negotiate a separate license and supply agreement with
Oculus for the Future Acne
Product.  Upon execution of that separate license and supply agreement
for that Future Acne Product, the Option Payment will be credited against the
upfront payment expected in the transaction.  For the avoidance of
doubt, if the parties are unable to execute that separate license and supply
agreement for that Future Acne Product on or before June 30, 2011, Oculus shall have no liability to
repay the one-time non-refundable payment of Five Hundred Thousand ($500,000)
Dollars.

    


    2.           
Miscellaneous

    


    2.1           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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.2           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.

    


    2.3           Governing Law, Jurisdiction,
Venue.  The Agreement will be governed by and construed under
the laws of the State of New York without regard to conflicts of laws
principles.

    


    2.4           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.

    


    2.5           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.

    


    2.6          Entire Agreement;
Amendments.  This Agreement 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.

    


    
      
        
          
            
              
                
                  
                    
                      	
                              OCULUS INNOVATIVE SCIENCES, INC.

                            	 	
                              AMDERMA PHARMACEUTICALS, LLC

                            	 
	 
      	 	 
      	 
	
                              By:

                            	/s/
      Hojabr Alimi	 	
                              By:

                            	/s/
      Chirag Patel	 
	 
      	 	 
      	 
	
                              Title:

                            	President,
      CEO	 	
                              Title:

                            	President	 
	 
      	 	 
      	 
	
                              Date:

                            	February
      14, 2011	 	
                              Date:

                            	February
      14, 2011	 
	 
      	 	 
      	 
	
                              1129
      North McDowell Boulevard

                            	 	
                              440
      US Highway 22 East, Suite 104

                            	 
	
                              Petaluma,
      California 94954

                            	 	
                              Bridgewater,
      New Jersey 08807

                            	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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