SecProbe.io

CORRESP
1
filename1.htm

    January
21, 2011

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

    100 F
Street, N.E.

    Washington,
DC 20549

    Attn:  Aslynn
Hogue

              Re:

              Oculus
      Innovative Sciences, Inc.

    Form 10-K for the fiscal year ended
March 31, 2010

    Filed June 8, 2010

    File No. 001-33216

    Dear Ms.
Hogue:

    I am
securities counsel for Oculus Innovative Sciences, Inc. (the
“Company”).  Set forth below is the Company’s response to comments
received from the staff of the Securities and Exchange Commission (the “Staff”)
in their letter dated January 13, 2010.  The numbering of the response
corresponds to the numbering of the comment in the letter from the
Staff.

      Certain Relationships,
Related Transactions…, page 75

              Comment
      1:

              Please
      tell us how the definition of related person in the Instructions to Item
      404(a) that includes a person who is a director; an immediate family
      member of a director, including a child regardless of whether the child
      shares the same household; or a security holder covered by Item 403(a) at
      any time during the specified period for which disclosure is required
      would affect your responses to prior comments 3, 4, and
  5.

              Response
      1:

              In
      our response letter dated December 17, 2010, we grouped Staff comments 3
      and 5 together as they addressed the same subject matter.  In
      that response letter, in the first paragraph written in response to
      comments 3 and 5, we specifically mention that we considered Item 404 of
      Regulation S-K and the disclosure necessary when the Company enters into a
      transaction with a related party.  That paragraph includes the
      following sentence, “Additionally, the Company considered its disclosure
      obligations under Item 404 of Regulation S-K when entering into a
      transaction with a related party or an entity controlled by a related
      party as further discussed below.”  We then included an
      additional three pages of analysis on that point.  It is unclear
      from the Staff’s comment how the analysis provided in the Company’s letter
      dated December 17, 2010 was not responsive to the Staff’s concern
      regarding Item 403(a) when the response specifically analyzes the
      disclosures the Company has made regarding related party transactions in
      detail.

              Furthermore,
      the applicability of Item 403 and Item 404 of Regulation S-K does not
      appear to relate to most of the prior Staff Comment 4 other than the final
      bulleted question regarding Seamus Burlingame.  The Company
      addressed this question in its response to Comment 4 in its prior
      letter.

              Furthermore,
      in our response letter to the Staff dated December 17, 2010, we included a
      lengthy analysis of the disclosure of the one transaction the Company had
      with Seamus Burlingame almost two years ago including the analysis again
      requested in this comment regarding Items 403 and 404 of Regulation
      S-K.  Please refer to the Company’s response to Comment 2 in its
      letter dated December 17, 2010.

              We
      believe our response letter dated December 17, 2010 addresses the most
      recent Staff Comment 1 in detail including the Company’s response to Staff
      Comment 2 in its prior response letter.  If the Staff has
      further questions, the Company respectfully requests a conference call to
      understand the Staff’s concerns.

              Comment
      2:

              We
      note your response to prior comments 3 and 5 relating to your Revenue
      Sharing and Distribution Agreement with Vetericyn, Inc. (formerly VetCure,
      Inc.) on pages 8 and 9:

              ·

              We
      note your disclosure of this related person transaction, such as on page
      12 of your definitive proxy statement.  With a view towards
      disclosure, please tell us the amounts involved in the transaction,
      including the amounts outstanding as of the latest practicable date and
      any amounts paid during the periods for which disclosure is
      required.

              ·

              Please
      tell us why you did not file your September 1, 2010 amendment, mentioned
      on page 10 of your Form 10-Q for the fiscal quarter ended September 30,
      2010.

              Response
      2:

              In
      the Company’s response to Comments 3 and 5 in its letter dated December
      17, 2010, the Company provided the information requested by the
      Staff.  The remainder of the information is already included in
      the Company’s SEC filings.  On page 9 of the December 17, 2010
      letter, the Company stated that on February 24, 2009, the date of
      Amendment 1 to the Revenue Sharing and Distribution Agreement with
      Vetericyn, Inc. (the “RSPDA”), “the Company had earned nominal revenue
      from the RSPDA of approximately $5,000.”  The Company went on to
      state that on July 24, 2009, “the Company was still earning only nominal
      revenue.”

              Additionally,
      the Company has disclosed the information requested by the Staff in its
      SEC filings.  On page 10 of the 10-Q for the quarter ended
      September 30, 2010, the Company provided the aggregated figures for both
      the Vetericyn and the Microcyn contracts.  Such disclosure
      provides:

    “During
the three months ended September 30, 2010 and 2009, the Company recorded revenue
related to these agreements in the amounts of $747,000 and $61,000,
respectively. During the six months ended September 30, 2010 and 2009, the
Company recorded revenue related to these agreements in the amounts
of $1,108,000 and $92,000, respectively.”

    In the
Company’s 10-Q for the quarter ended June 30, 2010, on page 10, the Company
disclosed:

    “During
the three months ended June 30, 2010, the Company recorded revenue related to
these agreements in the amounts of $361,000 and $24,000,
respectively.”

    In the
Company’s 10-K for the year ended March 31, 2010, on page 64, the Company
disclosed:

    “During
the years ended March 31, 2010 and 2009, the Company recorded revenue related to
these agreements in the amounts of $519,000 and $5,000,
respectively.”

              Additionally,
      all of these disclosures were identified, disclosed and discussed as
      Related Party Transactions repeatedly in the Company’s SEC
      filings.  The Company also notes that, as discussed in the
      Company’s prior response letter dated December 17, 2010, the Company has
      disclosed these transactions as Related Party Transactions even when it
      was not required to disclose them pursuant to Item 404 of Regulation S-K
      because the dollar value of the contracts did not exceed $120,000 at the
      time of those disclosures.  Thus, the Company has not only
      disclosed and discussed these agreements pursuant to Item 404 of
      Regulation S-K, at times it has exceeded the requirements of Regulation
      S-K.  Finally, we note that the Staff has asked for information
      that is readily available in the Company’s SEC filings and thus, analysis
      “with a view to disclosure” is not appropriate because such information
      has already been disclosed.

              The
      Company respectfully notes that is has filed the September 1, 2010
      amendment that the Staff references as “mentioned on page 10 of your Form
      10-Q for the fiscal quarter ended September 30, 2010.”  This
      amendment was filed as Exhibit 10.46 to the Company’s 10-Q for the period
      ended September 30, 2010.  The Staff even acknowledged this
      Exhibit in its Comment 6 in its letter dated November 8, 2010 and, as
      such, it is unclear why the Staff is asking at this point why this
      amendment was not filed when, in its last comment letter, the Staff
      acknowledged such amendment had been filed.  If further
      confusion remains, we request a conference call with the Staff on this
      matter.

              Comment
      3:

              We
      note your response to prior comments 3 and 5 related to your Revenue
      Sharing and Distribution Agreement with Innovacyn, Inc. (formerly V&M
      Industries) on pages 9 and 10.  Please tell us, with a view
      towards disclosure, the amounts involved in the transaction, including the
      amounts outstanding as of the latest practicable date and any amounts paid
      during the periods for which disclosure is
  required.

              Response
      3:

              We
      respectfully note that the Company has provided this information, in
      detail, in its response to Comments 3 and 5 in its letter dated December
      17, 2010.  Furthermore, we have provided additional information
      from the Company’s SEC filings in our response to the Staff’s comment 2
      above.

    We
respectfully note that the Staff’s comments request information and analysis
that the Company has already provided to the Staff in previous letters or
information that is already available in the Company’s SEC
filings.  Furthermore, we note that the Staff’s remaining concerns
appear to relate to one transaction that occurred almost two years ago in
February 2009 and has since been disclosed by the Company and the investors in
that transaction over fifteen times in the last two years and a series of
contracts and amendments regarding the Company’s Vetericyn and Microcyn
agreements that have also been disclosed by the Company over ten times including
times when such contracts represented zero or nominal revenues.  We
continue to believe the Company has adequately disclosed such transactions and,
at times, the Company has exceeded the disclosure
requirements.  Additionally, the Company has filed the documents
relating to these transactions as required by Regulation S-K as exhibits to its
SEC filings and therefore all of the details regarding these transactions are
readily available to the Staff and to the public.  We believe, through
the Company’s SEC filings and the Company’s three letters to the Staff on these
matters, we have provided all of the information that can be provided to the
Staff on these matters.  Therefore, if any open questions remain, we
request a conference call with the Staff prior to the Staff issuing another
comment letter to the Company.  We would welcome the opportunity to
address and resolve any remaining concerns.  My direct line is (617)
243-0060.

    Regards,

      /s/ Amy M.
Trombly

      Amy M.
Trombly, Esq.