Item 1.01 Entry into a Material Definitive Agreement.

On September 18, 2009, Lpath, Inc. (the "Company") and Merck KGaA, a corporation organized under German law ("Merck"), entered into an amendment ("Amendment No. 1") to the ASONEP license agreement dated October 28, 2008 (the "License Agreement").

The License Agreement specifies the deadline by which Merck must notify the Company regarding its decision to assume the development responsibilities for ASONEPTM (the "Decision Deadline"). This Decision Deadline was originally set as twelve months from the original date of the License Agreement, but Merck had the right to extend the Decision Deadline to an additional six months if it notified the Company in writing of such extension prior to September 28, 2009.

In Amendment No. 1 Merck formally notified Lpath that Merck has exercised its right to extend the Decision Deadline, and the parties agreed that the Decision Deadline is now June 27, 2010, two months later than previously allowed under the License Agreement. The Company will continue to receive the previously agreed upon monthly research and development funding from Merck until April 28, 2010.

The extension of the Decision Deadline allows time for the Company to further the development of ASONEP as contemplated in the License Agreement.

Item 8.01 Other Events

On September 24, 2009, the Company issued a news release. A copy of the news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
99.1 Press Release dated September 24, 2009.

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