Exhibit
10.51


Execution
Copy
   SHARE
PLEDGE AGREEMENT
 
 THISSHARE PLEDGEAGREEMENT (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.
  BACKGROUND
  A.       
    Pursuant to the Loan Agreement, the Lenders identified
therein have agreed to make available to the Pledgor a loan in an aggregate
principal amount of U.S.$3,000,000.
  B.      
      The Pledgor agreed to secure its obligations
under the Loan Agreement by a pledge of 1,754,589 shares of the Series A
Preferred Stock of OcuSense, Inc. (the “Pledged Shares”),
representing 50.1% of the issued and outstanding shares of the capital stock of
OcuSense, Inc., of which the Pledgor is the legal and beneficial owner, pursuant
to this Share Pledge Agreement.
  C.      
      Pursuant to the Loan Agreement, each of the
Lenders irrevocably designated and appointed the Pledgee as the collateral agent
of such Lender under this Share Pledge Agreement, for the rateable benefit of
the Lenders.
  NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Share
Pledge Agreement and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Pledgor and the Pledgee hereby
agree as follows:
  1.      
      Definitions.  In
addition to the terms defined elsewhere in this Share Pledge Agreement,
capitalized terms that are not otherwise defined herein have the meanings given
to such terms in the Loan Agreement.
  2.       
     Collateral.  The
Pledged Shares, together with all proceeds thereof, including any securities or
monies received on account thereof and at the time held by the Pledgee
hereunder, are referred to herein as the “Collateral”.
   3.     
       Secured
Obligations.  This Share Pledge Agreement is made by the
Pledgor for the benefit of the Pledgee in order to secure all indebtedness,
obligations and liabilities, present or future, absolute or contingent, matured
or not, at any time owing by the Pledgor to any of the Lenders, or remaining
unpaid to any of the Lenders, under or in connection with the Loan Agreement,
including:
  
  (a)           the
full and prompt payment when due (whether at the stated maturity, by
acceleration or otherwise, including upon the occurrence of an Event of Default)
of all obligations and liabilities of the Pledgor, now existing or hereafter
incurred under, or arising out of or in connection with, the Loan Agreement;
and
  (b)           in
the event of any proceeding for the collection of the Secured Obligations
(defined below) or the enforcement of this Share Pledge Agreement after the
failure to repay the Loan in full when due (whether at the stated maturity, by
acceleration or otherwise, including upon the occurrence of an Event of
Default), the reasonable expenses of retaking, holding, preparing for sale or
lease, selling or otherwise disposing of or realizing on the Collateral, or of
any exercise by the Pledgee of its rights hereunder, together with reasonable
legal fees and disbursements actually incurred;
  all such
indebtedness, obligations and liabilities being referred to herein as the “Secured
Obligations”.
  4.        
   Pledge.  In
order to secure the full and prompt payment when due of the Secured Obligations
and for the purposes set forth in Section 3, the Pledgor hereby:  (i)
grants to the Pledgee a continuing first priority security interest in the
Collateral; (ii) pledges the Pledged Shares to, and deposits them with, the
Pledgee and agrees to deliver to the Pledgee all certificates representing the
Pledged Shares, accompanied by undated stock transfer powers duly executed in
blank on behalf of the Pledgor, or such other instruments of transfer as are
reasonably acceptable to the Pledgee, which certificates, stock transfer powers
and other instruments of transfer, if any, at the Pledgee’s option, may be
registered in the name of the Pledgee or its nominee on and after the occurrence
of an Event of Default that is continuing; and (iii) assigns, transfers,
hypothecates, mortgages, charges and sets over to the Pledgee all of the
Pledgor’s right, title and interest in and to the Pledged Shares; provided, however,
that the Pledgor shall be permitted to sell, or otherwise dispose of, the
Collateral if the proceeds of such sale or disposition shall be sufficient to
pay the Secured Obligations in full and shall be so used.  The Pledgee
hereby agrees, in connection with such sale or disposition, to make, do and
execute and deliver, or cause to be made, done and executed and delivered, such
further acts, deeds, assurances, documents and things as the Pledgor reasonably
requests, including, without limitation, to return to the Pledgor the
certificate representing the Pledged Shares.
  5.         
   Attachment.  The
Pledgor hereby acknowledges that the security interest hereby created attaches
upon the execution of this Share Pledge Agreement (or, in the case of any
after-acquired property, upon the date of acquisition by the Pledgor of any
rights therein), that value has been given by the Pledgee and that the Pledgor
has (or, in the case of any after-acquired property, will have) rights in the
Collateral or the power to transfer rights in the Collateral to the
Pledgee.
  6.     
       Representations and
Warranties.  The Pledgor hereby represents and warrants to the
Pledgee as follows:
  (a)           The
Pledgor has the requisite corporate authority and the legal right to pledge the
Pledged Shares pursuant to this Share Pledge Agreement.
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  (b)           The
Pledgor is the legal and beneficial owner of, and has good and valid title to,
the Pledged Shares, free from any liens, charges, security interests,
encumbrances or any rights of others that rank prior to, or pari passuwith, the security
interested created hereby, other than such liens, charges, security interests,
encumbrances or rights as may be permitted under the Loan
Agreement.
  (c)           The
Pledged Shares have been duly and validly issued, are fully paid and
non-assessable and are not subject to any liens or any pre-emptive or similar
rights.
  7.         
   Voting,etc.in Absence of
Event of Default.  Unless and until an Event of Default shall
have occurred and be continuing, the Pledgor shall be entitled to exercise any
and all voting rights attaching to the Pledged Shares and to give consents,
waivers and ratifications in respect thereof.  The Pledgor’s
entitlement to exercise such voting rights and to give such consents, waivers
and ratifications shall cease for so long as an Event of Default shall have
occurred and be continuing, in which case Section 9 shall become
applicable.
  8.       
     Dividends and Other
Distributions.  Until the Secured Obligations are paid in full,
all non-cash dividends and other non-cash amounts paid or payable in respect of
the Pledged Shares (including, without limitation, the below-listed items) shall
form part of the Collateral and shall be held by the Pledgee as part of the
Collateral:
  (a)           all
other or additional stock, or other securities or property (other than cash),
paid or distributed by way of dividend or otherwise in respect of the Pledged
Shares;
  (b)           all
other or additional stock, or other securities or property (other than cash),
paid or distributed in respect of the Pledged Shares by reason of a stock split,
spin-off, split-up, reclassification, combination of shares or other similar
transaction; and
  (c)           all
other or additional stock, or other securities or property (other than cash),
paid or distributed in respect of the Pledged Shares by reason of a
consolidation, merger, exchange of stock, conveyance of assets, liquidation or
other similar transaction.
  Unless
and until an Event of Default shall have occurred and be continuing, all cash
dividends and other cash amounts paid or payable in respect of the Pledged
Shares shall not form part of the Collateral and shall not be held by the
Pledgee as part of the Collateral but, rather, shall be paid directly to the
Pledgor.
  9.         
   Remedies.   Upon
the occurrence of an Event of Default that is continuing, the Pledgee shall be
entitled to exercise all of its rights, powers and remedies (whether vested in
the Pledgee by this Share Pledge Agreement or the Loan Agreement or by law) for
the protection and enforcement of its rights with respect to the Collateral,
and, without derogating from the generality of the foregoing, the Pledgee shall
be entitled to take any or all of the following actions, all of which the
Pledgor hereby agrees to be commercially reasonable:
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  (a)           to
receive all amounts payable in respect of the Collateral;
  (b)           to
transfer all or any part of the Collateral into the Pledgee’s name or the name
or names of its nominee or nominees;
  (c)           to
vote all or any part of the Collateral and to give consents, waivers or
ratifications in respect thereof, and otherwise to act as though it were the
outright owner thereof, with the Pledgor hereby irrevocably constituting and
appointing the Pledgee the proxy and attorney-in-fact of the Pledgor, with full
power of substitution to do so; and
  (d)           to
sell, assign and deliver, or grant options to purchase, all or any part of the
Collateral, or any interest therein, at any public or private sale, without
demand of performance, for cash, on credit or for other property, for immediate
or future delivery without any assumption of credit risk, and for such price and
on such other terms as the Pledgee may determine in its reasonable discretion,
provided that
at least ten days’ prior written notice of such sale shall be given to the
Pledgor, with each purchaser at any such sale holding the Collateral so sold
absolutely free from any claim or right on the part of the Pledgor, and the
Pledgor hereby waiving and releasing, to the fullest extent permitted by law,
any right or equity of redemption with respect to the Collateral, whether before
or after sale hereunder, and any right of marshalling the Collateral and any
other security for the Secured Obligations or otherwise.
  10.           Remedies
Cumulative.  Each right, power and remedy of the Pledgee
provided for in this Share Pledge Agreement or the Loan Agreement or now or
hereafter existing at law or in equity shall be cumulative and concurrent and
shall be in addition to, and not in lieu of, every other such right, power or
remedy.  The exercise, or the commencement of the exercise, by the
Pledgee of any right, power or remedy provided for in this Share Pledge
Agreement or the Loan Agreement or now or hereafter existing at law or in equity
shall not preclude the simultaneous or subsequent exercise by the Pledgee of any
or all such other rights, powers and remedies, and no failure or delay on the
part of the Pledgee to exercise any such right, power or remedy shall operate as
a waiver thereof.  Unless otherwise required by this Share Pledge
Agreement or the Loan Agreement, no notice to, or demand on, the Pledgor in any
case shall entitle it to any other or further notice or demand in similar or
other circumstances or shall constitute a waiver of any right of the Pledgee to
take any other or further action in any circumstances without notice or
demand.
  11.           Further
Assurances.  The Pledgor hereby agrees that it will join with
the Pledgee in executing and, at the Pledgor’s expense, filing and re-filing
under the Uniform Commercial Code and similar legislation in Canada such
financing statements, continuation statements and other documents and in such
public offices as the Pledgee, acting reasonably, may deem necessary or
advisable to perfect and preserve the Pledgee’s security interest in the
Collateral, and the Pledgor hereby authorizes the Pledgee to file financing
statements and amendments thereto relating to any or all of the Collateral
without the Pledgor’s signature, where permitted by law, and agrees to make, do
and execute and deliver, or cause to be made, done and executed and delivered,
such further acts, deeds, assurances, documents and things as the Pledgee,
acting reasonably, may require or deem advisable to carry out the purposes and
intent of this Share Pledge Agreement and the Loan Agreement.
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  12.           Rights and Duties of the
Pledgee.
  (a)           The
Pledgee may perform any of its duties under this Share Pledge Agreement by or
through agents or attorneys-in-fact and shall be entitled to rely upon the
advice of counsel concerning all matters pertaining to such
duties.  The Pledgee shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact, provided that they
were selected by the Pledgee with reasonable care.
  (b)           In
holding the Collateral, the Pledgee and any nominee on its behalf shall be bound
to exercise only the same degree of care as it would exercise with respect to
similar property of its own, of similar value held in the same
place.  The Pledgee and any nominee on its behalf will be deemed to
have exercised reasonable care with respect to the custody and preservation of
the Collateral if it takes such action for that purpose as the Pledgor
reasonably requests in writing.  However, failure of the Pledgee or
its nominee to comply with any such request will not, in and of itself, be
deemed a failure to exercise reasonable care.
  13.           Discharge of
Security.  In the event of a permitted sale or other
disposition by the Pledgor of any of the Collateral, the security interest
therein shall terminate automatically and be deemed discharged and
released.  The Pledgee, at the Pledgor’s expense, shall execute and
deliver such discharges and other instruments necessary or advisable for the
purposes of releasing and discharging such security interest, of recording the
provision or effect thereof in any public office where it may be registered or
recorded and of more fully and effectively carrying out the intent of this
Section 13.
  14.           Termination and
Release.  Upon the payment in full of the Secured Obligations,
this Share Pledge Agreement shall terminate and, other than as explicitly
provided herein, be of no further force or effect and the security interest in
the Collateral shall be deemed discharged and released.  The Pledgee,
at the Pledgor’s expense, shall execute and deliver such discharges and other
instruments necessary or advisable for the purposes of releasing and discharging
such security interest, of recording the provision or effect thereof in any
public office where it may be registered or recorded and of more fully and
effectively carrying out the intent of this Section 14.  The
obligations under this Section 14 shall survive the termination of this Share
Pledge Agreement.
  15.           Amendments;
Waivers.  No provision of this Share Pledge Agreement may be
amended or waived except in a written instrument signed, (i) in the case of an
amendment, by the Pledgor, Required Lenders and the Pledgee or (ii) in the case
of a waiver, by the party against whom enforcement of any such waiver is sought,
provided that,
in the case of waiver by the Pledgee, on behalf of all of the Lenders, such
written instrument shall be signed by Required Lenders.  No waiver of
any default with respect to any provision, condition or requirement of this
Share Pledge Agreement shall be deemed to be a continuing waiver in the future
or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such
right.  The Pledgee may enter into technical, minor or administrative
amendments to this Share Pledge Agreement without the consent of the
Lenders.
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  16.           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective in accordance with the notices provision of the Loan
Agreement.
  17.           Conflict.  To
the extent of any conflict or inconsistency between the provisions of the Loan
Agreement, on the one hand, and the provisions of this Share Pledge Agreement,
on the other hand, the former shall prevail.
  18.           Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.
  19.           Successors and
Assigns.  This Share Pledge Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns.
  20.           Governing Law;
Venue.  ALL QUESTIONS CONCERING THE CONSTRUCTION, VALIDITY,
ENFORCEMENT AND INTERPRETATION OF THIS SHARE PLEDGE AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND
THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.  THE PARTIES HERETO
HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE
PROVINCE OF ONTARIO FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY ANY OF THE
PARTIES HERETO, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED
HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO
ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ANY OF THE OTHER PARTIES
HERETO, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY
SUCH COURT OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.
  21.           Execution.  This
Share Pledge Agreement may be executed and delivered in one or more counterparts
(including by facsimile or e-mail transmission), all of which when taken
together shall be considered one and the same agreement.  In the event
that any signature is delivered by facsimile transmission or e-mail attachment,
such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or e-mail-attached signature page were an
original thereof.
  22.           Severability.  If
any provision of this Share Pledge Agreement is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Share Pledge Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Share Pledge
Agreement.
  23.           Executed
Copy.  The Pledgor acknowledges receipt of a fully executed
copy of this Share Pledge Agreement.
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  IN WITNESS WHEREOF, the
Pledgor and the Pledgee have caused this Share Pledge Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.
  OCCULOGIX,
      INC.By:
              “William G. Dumencu”Name:
              William
      G. DumencuTitle:
              Chief
      Financial Officer and TreasurerMARCHANT SECURITIES INC.,as the Collateral AgentBy:
              “Gregory L. Marchant”Name:
              Gregory
      L. MarchantTitle:
              President
      and CEO


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