SIXTH AMENDMENT to LEASE

That certain lease dated June 3, 2004, by and between Emery Station Office II, LLC, a California Limited Liability Company, as Landlord (“ Landlord ”), and NovaBay Pharmaceuticals, Inc. (formerly Novacal Pharmaceuticals, Inc.), a California Corporation, as Tenant (“ Tenant ”), a such lease was amended by First Amendment dated June 22, 2004, by Second Amendment dated July 22, 2004, by Third Amendment dated March 25, 2005, by Fourth Amendment dated September 30, 2006 and by Fifth Amendment dated November 20, 2007 (collectively, the “ Lease ”), is hereby further amended as outlined below.  The effective date of this Sixth Amendment shall be September 1, 2008 (the “ Sixth Amendment Effective Date ”).  From and after the Sixth Amendment Effective Date the Lease and this Sixth Amendment thereto shall be referred to as the “ Lease ” for all purposes.

RECITALS:

Under the Lease, Tenant currently leases from Landlord, all in the EmeryStation North building at 5980 Horton Street in Emeryville, CA:  Suite 550 (containing 8,478 rentable square feet), Suite 575 (containing 2,248 rentable square feet), Suite 580 (containing 952 rentable square feet), Suite 370 (containing 3,701 rentable square feet) and Suite 395 (containing 325 rentable square feet), and has an obligation to lease Suite 360 (containing 3,052 rentable square feet) upon Landlord’s delivery of said suite to Tenant, which Landlord and Tenant hereby acknowledge has not yet occurred.  Per the Lease, various of the above Suites have different maturity dates.

Tenant has requested to lease from Landlord and Landlord has agreed to lease to Tenant  Suite 525 in the same building.  Tenant has also requested, and Landlord has agreed, to terminate Tenant’s lease as it pertains to Suites 360 and 370.  Additionally, Tenant and Landlord have agreed to extend the Term of Tenant’s Lease and make all portions thereof co-terminus, and to modify rental and other terms, all per the specifics enumerated herein.

SIXTH AMENDMENT TERMS:

Suite 525, more fully described in Exhibit A hereto, measures 6,420 rentable square feet.  Tenant understands and acknowledges that Suite 525 is currently leased to and occupied by tenant Neosil, Inc. under a lease set to expire per its terms on October 31, 2008.  Suite 525 will be added to Tenant’s Premises effective November 1, 2008 or as soon thereafter as Neosil has vacated the upon the scheduled expiry of Neosil’s lease is terminated and it has left the space in the condition required under its lease (the “ Suite 525 Commencement Date ”).  If Landlord is able, under commercially-reasonable terms, to arrange for Neosil’s departure prior to their scheduled lease expiry, then Landlord and Tenant agree that the Suite 525 Commencement Date shall be accelerated to that date which is ten  (10) days following Landlord’s written notice to Tenant that the space shall be available to it earlier.  As detailed in Section 2.3 of the Lease, Landlord shall not be liable for any delay in being able to deliver the Suite 525 space to Tenant for any reason including but not limited to Neosil’s unauthorized holdover in the space.  Landlord agrees to use commercially-reasonable efforts to cause Neosil to vacate Suite 525 per the terms of its occupancy.  Tenant agrees to accept Suite 525 in its then as-is condition, with no TI Allowance or other improvements from Landlord.