TERMINATION AGREEMENTTermination Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Florida
THIS AGREEMENT is made as of the 4th day of January, 2008 by and between John Cornish (the “Employee”), a resident of the State of Florida, and OccuLogix, Inc. (the “Employer”), a corporation incorporated under the laws of the State of Delaware, and having its executive offices at 2600 Skymark Avenue, Building 9, Suite 201, Mississauga, Ontario, L4W 5B2.
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Ontario
WHEREAS, the Employee has been employed by the Corporation since August 1, 2003 pursuant to the Employment Agreement, dated as of August 1, 2003, between Vascular Sciences Corporation (now the Corporation) and the Employee, as amended by the Amending Agreement, dated as of April 14, 2006, between the Corporation and the Employee (as amended, the “Old Employment Agreement”);
AMENDING AGREEMENTAmending Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Ontario
THIS AMENDING AGREEMENT is made as of the 3rd day of March, 2008 by and between Julie A. Fotheringham (the “Employee”), a resident of the Province of Ontario, and OccuLogix, Inc. (the “Employer”), a corporation incorporated under the laws of the State of Delaware, and having its executive offices at 2600 Skymark Avenue, Building 9, Suite 201, Mississauga, Ontario, L4W 5B2.
LIMITED GUARANTYLimited Guaranty • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Delaware
This LIMITED GUARANTY (the “Guaranty”) is made and entered into as of the 19th day of December, 2007 by Doug P. Adams (“Guarantor”), for the benefit of OccuLogix, Inc., a Delaware corporation (“Seller”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 19th day of December, 2007, by and between OccuLogix, Inc., a Delaware corporation (“OccuLogix”), and Solx Acquisition, Inc., a Delaware corporation (the “Company”).
� DeaconsAgreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • England
***Sections 3.3(2), 3.3(3), 3.3(7), 3.3(8) and 4.1, Schedule 1 and Annexures A and B in their entirety have been omitted pursuant to a request for confidential treatment and have been filed separately with the U.S. Securities and Exchange Commission.
ContractAmending Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Delaware
TERMS OF BUSINESSOccuLogix, Inc. • March 17th, 2008 • Surgical & medical instruments & apparatus
In these Terms of Business unless the context requires a different meaning, the following terms have the meanings indicated:
ContractResearch Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus
*The identity of the counterparty to this Agreement and certain other pieces of information that could reasonably be expected to identify the counterparty to this Agreement have been omitted pursuant to a request for confidential treatment and have been filed separately with the U.S. Securities and Exchange Commission.
SECURITY AGREEMENTSecurity Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Delaware
This SECURITY AGREEMENT dated as of December 19, 2007 is made by Solx, Inc. (“Solx”), a Delaware corporation, in favor of OccuLogix, Inc. (“OccuLogix”), a Delaware corporation.
LOAN AGREEMENTShare Pledge Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Ontario
THIS LOAN AGREEMENT (this “Agreement”), dated as of February 19, 2008, is made by and among OccuLogix, Inc. (the “Company”), a Delaware corporation with executive offices located at 2600 Skymark Avenue, Building 9, Suite 201, Mississauga, Ontario, L4W 5B2, Canada, the lenders listed on the Schedule of Lenders attached hereto as Exhibit A (individually, a “Lender” and, collectively, the “Lenders”) and Marchant Securities Inc. (the “Collateral Agent”), an Ontario corporation with offices located at 100 York Boulevard, Suite 404, Richmond Hill, Ontario, L4B 1J8, Canada.
TERMINATION AGREEMENTTermination Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Massachusetts
THIS AGREEMENT is made as of the 19th day of December, 2007 by and between Doug P. Adams (the “Employee”), a resident of the Commonwealth of Massachusetts, and OccuLogix, Inc. (the “Employer”), a corporation incorporated under the laws of the State of Delaware, and having its executive offices at 2600 Skymark Avenue, Building 9, Suite 201, Mississauga, Ontario, L4W 5B2.
MULTI TENANT OFFICE STANDARD BUILDING LEASE PENYORK PROPERTIES III INC. - and - OCCULOGIX, INC. LEASERent Deposit Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Ontario
Amendment #5 to License Agreement 2003-03-0433OccuLogix, Inc. • March 17th, 2008 • Surgical & medical instruments & apparatus
This amendment #5 (“Amendment #5”) is made by and between OcuSense, Inc., a Delaware corporation, having an address at 12707 High Bluff Drive, Suite 200, San Diego, California 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”).
ContractTermination Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus
LEASE AMENDING AGREEMENTLease Amending Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus
WHEREAS pursuant to a lease dated the 17th day of October, 2005 (the “Lease”), as supplemented by a Rent Deposit Agreement dated October 17, 2005 (the “Rent Deposit Agreement”), the Landlord, by its predecessor Penyork Properties III Inc., as landlord, leased to the Tenant certain premises containing a Rentable Area of approximately 6,600 square feet as set out in the Lease, being composed of part of the ground floor of Building 9, known as Suite 103, and part of the second floor of Building 9, known as Suite 201, of the Project municipally designated as 2600 Skymark Avenue, Mississauga, Ontario (the Project and Building as more particularly described in the Lease) for a term now expiring July 31, 2007 at the rents and upon the terms and conditions contained in the Lease;
December 20, 2007OccuLogix, Inc. • March 17th, 2008 • Surgical & medical instruments & apparatus
SHARE PLEDGE AGREEMENTShare Pledge Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Ontario
THIS SHARE PLEDGE AGREEMENT (this “Share Pledge Agreement”), dated as of _______________, 2008, is made by OccuLogix, Inc. (the “Pledgor”), a Delaware corporation with executive offices located at 2600 Skymark Avenue, Building 9, Suite 201, Mississauga, Ontario, L4W 5B2, Canada, in favor of Marchant Securities Inc. (the “Pledgee”), in its capacity as the Collateral Agent under that certain Loan Agreement, dated as of the date hereof, by and among the Pledgor, the Lenders identified therein and the Pledgee (the “Loan Agreement”), an Ontario corporation with offices located at 100 York Boulevard, Suite 404, Richmond Hill, Ontario, L4B 1J8, Canada.
