Amendment #3 to License Agreement 2003-03-0433 This amendment #3 ("Amendment #3") is made by and between Ocusense, Inc., a Delaware corporation, having an address at 12707 High Bluff Drive, Second Floor, San Diego, Ca 92130 ("LICENSEE") and The Regents of The University of California, a California c

Amendment #3

to

License Agreement 2003-03-0433

This amendment #3 ("Amendment #3") is made by and between Ocusense, Inc., a Delaware corporation, having an address at 12707 High Bluff Drive, Second Floor, San Diego, Ca 92130 ("LICENSEE") and The Regents of The University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 ("UNIVERSITY"), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 ("UCSD").

This Amendment #3 is effective on the date of the last signature ("Effective Date").

RECITALS

WHEREAS , LICENSEE and UNIVERSITY previously entered into License Agreement #2003-03-0433 ("License") as of March 12, 2003 for the commercial development of UCSD invention disclosure SD2002-180 titled, "Volume Independent Tear Film Osmometer" ("Invention"), have previously entered into Amendment No. 1 to the License Agreement effective June 9, 2003, and have previously entered into Amendment No. 2 to the License Agreement effective September 5, 2005;

WHEREAS , LICENSEE has made successful progress to date in developing Invention for commercial use and now contemplates a fund raising event to capitalize LICENSEE with a total of $14,000,000.00 over three investments, by Occulogix, Inc. As a result of thes