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0001140361-08-006949 Sample Contracts

TERMINATION AGREEMENT
Termination 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.

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EMPLOYMENT AGREEMENT
Employment 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”);

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AMENDING AGREEMENT
Amending 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.

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LIMITED GUARANTY
Limited 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”).

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STOCK PURCHASE AGREEMENT
Stock 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”).

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� Deacons
Manufacturing and Development Agreement • 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.

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Contract
Amending Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Delaware
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TERMS OF BUSINESS
Terms of Business • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus

In these Terms of Business unless the context requires a different meaning, the following terms have the meanings indicated:

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Contract
Research 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.

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SECURITY AGREEMENT
Security 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.

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LOAN AGREEMENT
Loan 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.

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AMENDING AGREEMENT
Termination Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Mississippi

THIS AMENDING AGREEMENT is made as of the 3rd day of March, 2008 by and between Stephen Parks (the “Employee”), a resident of the State of Mississippi, 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.

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TERMINATION AGREEMENT
Termination 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.

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MULTI TENANT OFFICE STANDARD BUILDING LEASE PENYORK PROPERTIES III INC. - and - OCCULOGIX, INC. LEASE
Standard Building Lease • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Ontario
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Amendment #5 to License Agreement 2003-03-0433
License Agreement • March 17th, 2008 • OccuLogix, Inc. • 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”).

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Contract
Termination Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus
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LEASE AMENDING AGREEMENT
Lease 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;

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December 20, 2007
Stock Purchase Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus
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SHARE PLEDGE AGREEMENT
Share 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.

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