Exhibit
10.49





Execution
Copy






TERMINATION
AGREEMENT




THIS AGREEMENT is made as of
the 31st day of January, 2008 by and between Stephen Kilmer (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.




WHEREAS, the Employer and the
Employee entered into an employment agreement dated as of July 30, 2004 (the
“Employment Agreement”)
pursuant to which the Employee has been serving the Employer as its Vice
President, Investor & Public Affairs;




AND WHEREAS,capitalized terms
used in this Agreement, but not otherwise defined, shall have the respective
meanings attributed to such terms in the Employment Agreement;




AND WHEREAS,the Employee and
the Employer mutually have agreed that the services of the Employee no longer
are required and, accordingly, have agreed to the termination of the Employee’s
employment with the Employer pursuant to Section 8.1.2 of the Employment
Agreement;




AND WHEREAS,when the
Employee’s employment under the Employment Agreement has been terminated by the
Employer for any reason other than Just Cause pursuant to Section 8.1.2 of the
Employment Agreement, the Employee is entitled to receive from the Employer, in
addition to accrued but unpaid Salary, if any, a lump sum payment equal to 12
months’ of his Basic Salary and 2.5% of his Basic Salary in respect of his
entitlement to Benefits (the “Employee’s Severance”), less
any amounts payable to the Employee in lieu of notice where a Stop Work Notice
has been given pursuant to Section 8 of the Employment Agreement and any amounts
owing by the Employee to the Employer for any reason;




AND WHEREAS,the Employee has
not been given a Stop Work Notice pursuant to Section 8 of the Employment
Agreement;




AND WHEREAS,each of the
Employee and the Employer agrees that it would not be in the bests interests of
either of them to obligate the Employer to pay all of the Employee’s Severance
upon the termination of the Employee’s employment with the Employer pursuant to
Section 8.1.2 of the Employment Agreement;




AND WHEREAS,the Employment
Agreement is further amended by this Agreement;




AND WHEREAS,the Employee has
been granted an aggregate of 110,000 time-based stock options (the “Stock Options”) pursuant to
the Employer’s 2002 Stock Option Plan, as amended (the “Stock Option
Plan”);









AND WHEREAS,notwithstanding
the proposed termination of the Employee’s employment with the Employer and
subject to the Employer obtaining the requisite approval of its stockholders
therefor, the Compensation Committee of the Employer’s board of directors and
the Employer’s board of directors have approved the extension of the term of the
Stock Options to the tenth anniversaries of their respective dates of
grant;




NOW, THEREFORE,in
consideration of the mutual promises and covenants contained in this Agreement
(the receipt and sufficiency of which are hereby acknowledged by the parties
hereto), the parties hereto agree as follows:




1.
            TERMINATION




1.1           The
Employee and the Employer hereby agree that the Employee’s employment with the
Employer is terminated pursuant to Section 8.1.2 of the Employment Agreement,
effective at the close of business on the date hereof (the “Termination
Date”).  For greater certainty, the Employee hereby waives the
requirement, under Section 8.1.2 of the Employment Agreement, to provide 12
months’ prior written notice to the Employee of the Employer’s intention to
terminate his employment with the Employer.




2.
            RETURN
      OF PROPERTY




2.1           The
Employee hereby certifies that he has returned to the Employer all property of
the Employer in the Employee’s possession, including, without limitation, all
keys, business cards, computer hardware, including, without limitation,
Blackberry units, printers, mice and other hardware accessories, and computer
software.




2.2           The
Employee hereby further agrees that, by no later than the end of the Salary
Continuance Period (defined below), he will certify, in writing, that he has
returned to the Employer or destroyed, and he will have returned to the Employer
or destroyed, all tangible material embodying Confidential Information in any
form whatsoever, including, without limitation, all paper copy copies, summaries
and excerpts of Confidential Information and all electronic media or records
containing or derived from Confidential Information.




3.
            SEVERANCE




3.1           The
Employee and the Employer hereby agree that, notwithstanding Section 9 of the
Employment Agreement, the Employee’s Severance shall not be paid to him in a
lump sum on the Termination Date.  In lieu thereof, during the period
from the Termination Date to March 31, 2008 inclusive (the “Salary Continuance Period”),
the Employer shall pay the Employee, on a semi-monthly basis according to the
Employer’s regular payroll practices, amounts equal to the basic wages that the
Employee was earning from the Employer immediately prior to the Termination Date
(less applicable deductions and withholdings).  The aggregate net
amount paid by the Employer to the Employee during the Salary Continuance
Period, together with the aggregate amount of deductions and withholdings
withheld by the Employer, in accordance with its regular payroll practices and
pursuant to this Section 3.1, are hereinafter referred to, collectively, as the
“Salary Continuance
Amount”.




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3.2           Subject
to Section 3.3, on the earliest to occur of (i) June 30, 2008, (ii) the date on
which the Employer closes a financing for total gross proceeds in an aggregate
amount of at least U.S.$10,000,000, whether by way of debt, equity or otherwise,
and whether such financing is effected in a single transaction or a series of
related or unrelated transactions, and (iii) a Change of Control (defined
below), the Employer shall pay the Employee, in a lump sum, an amount equal to
(A) the Employee’s Severance minus (B) the Salary
Continuance Amount, less applicable deductions and withholdings (the “Severance
Balance”).  “Change of Control” shall be
deemed to have occurred when:  (a) any Person, other than a Person or
a combination of Persons presently owning, directly or indirectly, more than 20%
of the issued and outstanding voting securities of the Employer, acquires or
becomes the beneficial owner of, or a combination of Persons acting jointly and
in concert acquires or becomes the beneficial owner of, directly or indirectly,
more than 50% of the voting securities of the Employer, whether through the
acquisition of previously issued and outstanding voting securities or of voting
securities that have not been previously issued, or any combination thereof, or
any other transaction having a similar effect; (b) the Employer merges with one
or more corporations, including, without limitation, any Subsidiary or Affiliate
of the Employer; (c) the Employer sells, leases or otherwise disposes of all or
substantially all of its assets and undertaking, whether pursuant to one or more
transactions; (d) any Person not part of existing management of the Employer or
any Person not controlled by existing management of the Employer enters into any
arrangement to provide management services to the Employer which results in
either (Y) the termination by the Employer, for any reason other than Just
Cause, of the employment of any two of the Chairman and Chief Executive Officer,
President and Chief Operating Officer, Chief Financial Officer and General
Counsel within three months of the date such arrangement is entered into or (Z)
the termination by the Employer, for any reason other than Just Cause, of the
employment of all such senior executive personnel within six months of the date
that such arrangement is entered into; or (e) the Employer enters into any
transaction or arrangement which would have the same, or similar, effect as the
transactions referred to in (a), (b), (c) or (d) of this sentence.




3.3           If,
prior to the end of the Salary Continuance Period, any petition should be filed
by or against the Employer for liquidation or reorganization, or should the
Employer become insolvent or make an assignment for the benefit of any creditor
or creditors, or should a receiver or trustee be appointed for all or any
significant part of the Employer’s assets, or should the Employer consent to the
winding-up, liquidation or dissolution of itself or its affairs (each, a “Bankruptcy Event”), then an
amount equal to (i) the Employee’s Severance minus (ii) the
aggregate net amount paid by the Employer to the Employee to the date of the
Bankruptcy Event, together with the aggregate amount of deductions and
withholdings withheld by the Employer, pursuant to Section 3.1, shall become due
and payable immediately to the Employee.  If a Bankruptcy Event occurs
on or after March 31, 2008, then the Severance Balance shall become due and
payable immediately to the Employee.




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3.4           The
Employer hereby agrees that, in the event that any of Elias Vamvakas, Tom
Reeves, Nozhat Choudry, John Cornish, Bill Dumencu, David Eldridge, Julie
Fotheringham, Suh Kim, Stephen Parks or Stephen Westing (each, an “OLT Member”) should become
entitled to receive severance pursuant to his or her executive employment
agreement at any time before the Employer has paid, in full, the amount due and
payable to him pursuant to Section 3.2 or 3.3, as the case may be, the Employer
shall not pay any OLT Member a percentage of his or her severance entitlement
(without regard to applicable deductions and withholdings) that exceeds the
percentage that (i) the Salary Continuance Amount plus the aggregate
amount paid to the Employee pursuant to Sections 3.2 and 3.3, together with the
aggregate amount of deductions and withholdings withheld by the Employer,
represents of (ii) the amount of the Employee’s Severance.




3.5           For
greater certainty, all amounts due and payable by the Employer to the Employee
pursuant to this Article 3 shall be paid, net of applicable deductions and
withholdings.




4.
            STOCK
      OPTIONS




4.1           Notwithstanding
the termination hereunder of the Employee’s employment with the Employer but
subject to the Employer obtaining the requisite approval of its stockholders
therefor in accordance with the provisions of the Stock Option Plan and all
applicable laws, regulations and rules (including, without limitation, the rules
of the Toronto Stock Exchange) (the “Requisite Stockholder
Approval”), the term of the Stock Options shall be extended to, and the
Stock Options shall remain exercisable until, the tenth anniversaries of their
respective dates of grant, being (i) December 16, 2014 for 80,000 of the Stock
Options and (ii) July 3, 2017 for 30,000 of the Stock Options.  Such
term extension shall become effective on the date on which the Requisite
Stockholder Approval is obtained, if ever, and all of the agreements pursuant to
which the Stock Options were granted shall be deemed to be amended accordingly
on the date on which the Requisite Stockholder Approval is obtained, if
ever.




4.2           The
Employer shall use commercially reasonable efforts to obtain the Requisite
Stockholder Approval, which covenant shall terminate and become null and void,
and be of no more force or effect, upon the earlier to occur of (i) the date on
which a meeting of the Employer’s stockholders may be convened to obtain the
Requisite Stockholder Approval and (ii) June 30, 2008.




5.
            RELEASE
      AND TERMINATION




5.1           The
Employee hereby agrees, on behalf of himself and his administrators, heirs,
assigns and anyone claiming through him, to release completely and forever
discharge the Employer and its affiliates and subsidiaries, and their respective
officers, directors, shareholders, agents, servants, representatives,
underwriters, successors, heirs and assigns, from any and all claims, demands,
obligations and causes of action, of any nature whatsoever, whether known or
unknown, which the Employee ever had, now has or might have in the future as a
result of the Employee’s employment with the Employer or the termination thereof
hereunder, including, without limitation, any claim relating to the Employment
Agreement or the termination thereof hereunder or any claim relating to any
violation of any Canadian federal or provincial statute or regulation, any claim
for wrongful discharge or breach of contract or any claim relating to Canadian
federal or provincial laws (including, without limitation, the Employment Standards Act(Ontario) and the Ontario Human Rights Code), provided, however,
that such release and discharge shall be effective only upon the payment in full
by the Employer of the Severance Balance pursuant to Article 3.  For
greater certainty, the release and discharge by the Employee pursuant to this
Section 5.1 shall have no force or effect whatsoever until such time, if ever,
that the Severance Balance is paid in full by the Employer to the
Employee.  Notwithstanding the foregoing, nothing herein shall be
construed as depriving the Employee of any indemnification rights to which he is
entitled under the Amended and Restated By-laws of the Employer on or prior to
the Termination Date or of any protection to which he may be entitled, on, prior
to or after the Termination Date, under the Employer’s directors’ and officers’
liability insurance policy from time to time.




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5.2           Section
12 of the Employment Agreement (Non-Competition) is hereby amended by replacing,
in the first paragraph thereof, the words “the business carried on during the
Employment Period or at the end thereof, as the case may be, by the Corporation
or any of its Subsidiaries.” with the words “(i) the Corporation’s RHEO business
and/or (ii) the business of OcuSense, Inc., as each of them was carried on
during the Employment Period.”.




5.3           The
Employment Agreement is hereby terminated and rendered null and void, save and
except for those provisions thereof that are expressly stated to survive the
termination thereof, including, without limitation, Section 12
(Non-Competition), as amended by Section 5.2 of this Agreement, and Sections 13
(No Solicitation of Patients), 14 (No Solicitation of Employees) 15
(Confidentiality) and 16 (Remedies).  The Employee hereby agrees to
abide by such provisions, including, for greater certainty, Section 12 of the
Employment Agreement (Non-Competition), as amended by Section 5.2 of this
Agreement.




6.
            FUTURE
      EMPLOYMENT




6.1           The
mitigation by the Employee of any damages or losses arising from the termination
hereunder of his employment with the Employer and the termination of the
Employment Agreement hereunder (including, without limitation, by obtaining
other employment) shall not, in any way, derogate from, or otherwise affect, the
Employee’s rights or the Employer’s obligations under this
Agreement.  For greater certainty, and without derogating from the
generality of the foregoing statement, no amount to be paid by the Employer
under this Agreement shall be reduced by any compensation earned by the Employee
as a result of employment by another employer or otherwise after the Termination
Date.




7.
            THIRD
      PARTY COMMUNICATIONS




7.1           In
consideration of the mutual promises and covenants contained herein, each of the
parties hereto hereby agrees that he and it will not make any statements to, or
initiate or participate in any discussions with, any other person, including,
without limitation, the Employer’s customers, which are derogatory, disparaging
or injurious to the reputation of the Employee or the Employer.  This
Section 7.1, in no way, shall be construed as prohibiting either party hereto
from responding truthfully to any question or interrogatory to which such party
is requested to respond.




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8.
            ACKNOWLEDGEMENT




8.1
            The
      Employee hereby acknowledges that:




(a)
            He
      has had sufficient time to review and consider this Agreement
      thoroughly;




(b)
            He
      has read and understands the terms of this Agreement and his obligations
      hereunder;




(c)
            He
      has been given an opportunity to obtain independent legal advice, or such
      other advice as he may desire, concerning the interpretation and effect of
      this Agreement; and




(d)
            He
      is entering this Agreement voluntarily and without any pressure from the
      Employer.




9.
            MISCELLANEOUS




9.1           The
headings in this Agreement are included solely for convenience of reference and
shall not affect the construction or interpretation hereof.




9.2           The
parties hereto expressly agree that nothing in this Agreement shall be construed
as an admission of liability.




9.3           This
Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective heirs, trustees, administrators, successors and
assigns.




9.4           This
Agreement constitutes the entire agreement between the parties hereto pertaining
to the subject matter of the termination of the Employee’s employment with the
Employer.  This Agreement supersedes and replaces all prior
agreements, if any, written or oral, with respect to such subject matter and any
rights which the Employee may have by reason of any such prior agreements or by
reason of the Employee’s employment with the Corporation.  There are
no representations, warranties or agreements between the parties hereto in
connection with the subject matter of this Agreement, except as specifically set
forth in this Agreement.  No reliance is placed on any representation,
opinion, advice or assertion of fact made by the Employer or any of its
officers, directors, agents or employees to the Employee, except to the extent
that the same has been reduced to writing and included as a term of this
Agreement.  Accordingly, there shall be no liability, either in tort
or in contract, assessed in relation to any such representation, opinion, advice
or assertion of fact, except to the extent aforesaid.




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9.5           Each
of the provisions contained in this Agreement is distinct and severable, and a
declaration of invalidity or unenforceability of any provision or part thereof
by a court of competent jurisdiction shall not affect the validity or
enforceability of any other provision hereof.




9.6           This
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.




9.7           This
Agreement may be signed in counterparts and delivered by facsimile transmission
or other electronic means, and each of such counterparts shall constitute an
original document, and such counterparts, taken together, shall constitute one
and the same instrument.






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REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




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IN WITNESS WHEREOF,the
parties have executed this Agreement.




OCCULOGIX,
      INC.By:
            “Suh
      Kim”Suh
      KimGeneral
      Counsel







“Stephen
      Kilmer”Signature
      of Witness
            
            Stephen
      KilmerName
      of Witness (please
      print)






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