Exhibit 10.44


    

      


      $8,000,000
        STANDBY COMMITMENT

      


      SUMMARY
        OF TERMS AND CONDITIONS

      


      This
        Summary of Terms and Conditions (this “Summary”) is for convenience of reference
        only and shall not be considered to be exhaustive as to the final terms and
        conditions that shall govern any potential financing arrangements between
        the
        parties. In the event of a conflict between the provisions of this Summary
        and
        any relevant definitive agreement, the latter shall prevail. This Summary
        and
        all matters related hereto are confidential, and the parties agree to maintain
        the confidentiality of this Summary and the related matters unless written
        authorization to the contrary is provided in advance of any non-authorized
        disclosure or unless disclosure is otherwise required by applicable law.
        The
        parties agree that each of them may disclose this Summary and the related
        matters to his or its respective financial and legal advisors. All amounts
        in
        this Summary are expressed in U.S. dollars. 

      


      


      
        	
                Background
                  and Objective:

              	
                OccuLogix,
                  Inc. (“OccuLogix”)
                  proposes to make an investment in shares of Series A Preferred
                  Stock of
                  OcuSense, Inc. (“OcuSense”),
                  that will be convertible into 50.1% of the issued and outstanding
                  equity
                  of OcuSense on a fully diluted basis, at an aggregate purchase
                  price of up
                  to $8,000,000. To assure adequate funds to make such proposed investment
                  and for general corporate purposes, the Purchaser (defined below)
                  has
                  agreed to provide OccuLogix with a standby commitment to purchase
                  convertible debentures of OccuLogix in an aggregate maximum principal
                  amount of up to $8,000,000 (“Convertible
                  Debentures”).
                  

              
	 	 
	
                Issuer:

              	
                OccuLogix

              
	 	 
	
                Purchaser:

              	
                Elias
                  Vamvakas (the “Purchaser”)

              
	 	 
	
                Total
                  Commitment Amount:

              	
                $8,000,000
                  (the “Total
                  Commitment Amount”),
                  subject to downward adjustment, as provided below

              
	 	 
	
                Term
                  of Commitment:

              	
                The
                  12-month period commencing on the Effective Date (defined below)
                  (the
                  “Commitment
                  Term”),
                  subject to early termination by OccuLogix, as provided
                  below

              
	 	 
	
                Drawdowns
                  on Commitment:

              	
                From
                  time to time during the Commitment Term, upon no less than 45 days’
                  written notice by OccuLogix to the Purchaser, the Purchaser shall
                  purchase
                  Convertible Debentures in the aggregate amount specified in such
                  written
                  notice. The closings of such purchases shall occur on or prior
                  to the
                  45th day
                  following the dates of such written notices or on such other dates
                  as
                  OccuLogix and the Purchaser may agree from time to time. For greater
                  certainty, the Purchaser will not be obligated to purchase any
                  additional
                  Convertible Debentures once OccuLogix has issued Convertible Debentures
                  in
                  an aggregate amount of $8,000,000. 

              
	 	 
	
                Commitment
                  Fee:

              	
                200
                  bps on the undrawn portion of the Total Commitment Amount (the
                  “Commitment
                  Fee”),
                  to be calculated on an annual basis and to be paid quarterly during
                  the
                  Commitment Term (within the 15-day period following the end of
                  each
                  calendar quarter during the Commitment Term) and within the 15-day
                  period
                  following the expiry or early termination of the Commitment Term,
                  as the
                  case may be 

              
	 	 
	
                Use
                  of Proceeds:

              	
                No
                  restrictions

              
	 	 
	
                Early
                  Termination of Commitment:

              	
                At
                  any time during the Commitment Term, OccuLogix may terminate the
                  Purchaser’s obligation to purchase Convertible Debentures by providing the
                  Purchaser with a written notice of its intention to terminate such
                  obligation and paying the Purchaser, in full, the amount of the
                  Commitment
                  Fee then outstanding.

              
	 	 
	
                Maturity
                  Date of Convertible Debentures:

              	
                The
                  third anniversary of issuance (the “Maturity
                  Date”),
                  subject to early redemption, as provided below

              
	 	 
	
                Interest
                  on Convertible Debentures:

              	
                10%
                  per annum, accruing and compounding monthly and payable in cash
                  within the
                  15-day period following each calendar quarter, on the Maturity
                  Date and on
                  the date of redemption (if any)

              
	 	 
	
                Conversion
                  Feature of Convertible Debentures:

              	
                At
                  any time and from time to time prior to the Maturity Date and prior
                  to
                  redemption (if any), upon no less than 15 days’ written notice by the
                  Purchaser to OccuLogix, all or a portion of the principal amount
                  of
                  outstanding Convertible Debentures may be converted into shares
                  of
                  OccuLogix’s common stock (“Conversion
                  Shares”)
                  at a rate of $2.70 per share (the “Conversion
                  Rate”).
                  In calculating the number of Conversion Shares to be issued to
                  the
                  Purchaser, such number shall be rounded down to the nearest whole
                  number.
                  OccuLogix shall not issue any fractional Conversion Shares under
                  any
                  circumstances, nor shall OccuLogix be required to pay any cash
                  amounts in
                  respect of the value of any fractional Conversion Shares that may
                  have
                  been issuable in the absence of the aforementioned
                  prohibition.

              
	 	 
	
                Redemption
                  Feature of Convertible Debentures:

              	
                At
                  any time and from time to time prior to the Maturity Date, upon
                  no less
                  than 30 days’ written notice by OccuLogix to the Purchaser (the
                  “Redemption
                  Notice”),
                  all or a portion of the then outstanding Convertible Debentures
                  may be
                  redeemed by payment of the principal amount thereof and the accrued
                  and
                  unpaid interest thereon at the end of such 30-day notice period.
                  At any
                  time during such 30-day notice period, the Purchaser may exercise
                  the
                  conversion feature of the Convertible Debentures that are the subject
                  of
                  the Redemption Notice, by providing written notice to OccuLogix
                  of his
                  intention to exercise such conversion feature. The Conversion Shares
                  underlying such Convertible Debentures shall be issued by OccuLogix
                  on or
                  prior to the 15th
                  day following the date of the Purchaser’s notice of his intention to
                  exercise such conversion feature. 

              
	 	 
	
                Anti-dilution:

              	
                If,
                  while any Convertible Debentures are outstanding, OccuLogix should
                  effect
                  a split or a consolidation of its common stock, or should pay to
                  its
                  stockholders a dividend or distribution in additional shares of
                  its common
                  stock without payment of any consideration therefor, then the Conversion
                  Rate shall be increased or decreased appropriately such that the
                  number of
                  Conversion Shares issuable upon conversion of Convertible Debentures
                  shall
                  be increased or decreased in proportion to the increase or decrease
                  in the
                  aggregate number of issued and outstanding shares of OccuLogix’s common
                  stock as a result of such split, consolidation, dividend or
                  distribution.

              
	 	 
	
                Security:

              	
                ·  General
                  security on all of OccuLogix’s assets, undertaking and
                  property

                ·  Specific
                  pledge of shares of OcuSense’s stock held by OccuLogix from time to
                  time

              
	 	 
	
                Third
                  Party Financing:

              	
                If,
                  while there are any Convertible Debentures outstanding, OccuLogix
                  closes a
                  financing with a third party (a “Financing”),
                  whether by way of debt, equity or otherwise, then, in accordance
                  with the
                  provisions appearing beside the heading “Redemption Feature of Convertible
                  Debentures” above, OccuLogix shall deliver a written notice to the
                  Purchaser of OccuLogix’s intention to redeem the maximum number of the
                  then outstanding Convertible Debentures of which the net proceeds
                  to
                  OccuLogix of such Financing (the “Net
                  Proceeds”) would
                  be sufficient to repay the aggregate principal amount and accrued
                  and
                  unpaid interest thereon. Unless the Purchaser elects to exercise
                  the
                  conversion feature of such Convertible Debentures in accordance
                  with the
                  provisions appearing beside the heading “Redemption Feature of Convertible
                  Debentures” above, OccuLogix shall use the Net Proceeds to redeem such
                  Convertible Debentures in accordance with such provisions. In addition,
                  to
                  the extent that the Net Proceeds are more than sufficient to redeem
                  all of
                  the then outstanding Convertible Debentures (and the Financing
                  occurs
                  during the Commitment Term), the then-undrawn portion of the Total
                  Commitment Amount shall be reduced automatically upon the closing
                  of the
                  Financing by the lesser of: (i) the then-undrawn portion of the
                  Total
                  Commitment Amount; and (ii) an amount equivalent to the difference
                  between
                  (y) the total amount of the Net Proceeds and (z) the amount required
                  to
                  redeem the Convertible Debentures subject to the above-mentioned
                  redemption notice. If a Financing occurs during the Commitment
                  Term while
                  there are no Convertible Debentures outstanding, the Total Commitment
                  Amount shall be reduced automatically upon the closing of the Financing
                  by
                  the lesser of: (i) the Total Commitment Amount; and (ii) the Net
                  Proceeds.
                  

              
	 	 
	
                Covenant
                  to Negotiate and Enter into a Definitive
                  Agreement:

              	
                OccuLogix
                  and the Purchaser will negotiate in good faith, and enter into,
                  as soon as
                  practicable, a definitive agreement with respect to the proposed
                  transactions contemplated in this Summary (the “Definitive
                  Agreement”).
                  The provisions of the Definitive Agreement will be consistent with
                  the
                  provisions of this Summary and will contain other terms and conditions
                  customary and reasonable for transactions of the nature contemplated
                  in
                  this Summary, including, without limitation, the form of the Convertible
                  Debentures.

              
	 	 
	
                Conditions
                  Precedent to Drawdowns on Commitment:

              	
                ·  Execution
                  and delivery of the Definitive Agreement and all ancillary agreements
                  contemplated thereby

                ·  Execution
                  and delivery of Convertible Debentures

                ·  Execution
                  and delivery of security agreements and, where necessary, filing
                  of
                  financing statements

                ·  Absence
                  of default under the provisions of this Summary or any relevant
                  definitive
                  agreement

                ·  Absence
                  of any material adverse change in the business, affairs or financial
                  condition of OccuLogix and its subsidiaries on a consolidated
                  basis

                ·  Absence
                  of any default under any material agreement, order, approval or
                  consent

                ·  Absence
                  of any material regulatory prohibition

              
	 	 
	
                Syndication
                  and Assignment:

              	
                Subject
                  to applicable securities laws, the Convertible Debentures may be
                  syndicated, sold and assigned by the Purchaser to one or more third
                  parties, and rights of the Purchaser under this Summary, the Definitive
                  Agreement, the Convertible Debentures and any other relevant definitive
                  agreement may be assigned by the Purchaser to such third party
                  or parties.
                  OccuLogix shall co-operate with the Purchaser in connection with
                  any such
                  syndication, sale or assignment and, among other things, shall
                  execute and
                  deliver documents reasonably necessary to facilitate the
                  same.

              
	 	 
	
                Independent
                  Advice:

              	
                The
                  Purchaser represents and warrants to OccuLogix that he has read
                  this
                  Summary and understands his obligations under it. The Purchaser
                  further
                  represents and warrants to OccuLogix that he has had an adequate
                  opportunity to seek and obtain independent legal and financial
                  advice in
                  connection with this Summary and such other professional advice
                  that he
                  considered necessary or appropriate. 

              
	 	 
	
                Binding
                  Nature:

              	
                This
                  Summary is legally binding. Each of OccuLogix and the Purchaser,
                  on its
                  and his own behalf, respectively, represents and warrants that
                  this
                  Summary is a valid and legally binding obligation of it or him,
                  respectively, enforceable in accordance with the terms of this
                  Summary.
                  

              
	 	 
	
                Governing
                  Law:

              	
                Delaware

              


      

      


                            
        


      IN
        WITNESS WHEREOF, the
        parties have executed and delivered this Summary as of the 30th day of November,
        2006 (the “Effective
        Date”).

      

        


        
          	
                                                                                  OCCULOGIX,
                    INC.

                   

                
	
                                                                                  By:
                    /s/
                    Jay Holmes 

                                                                                  
                    _____________________________

                                                                                        
                    Name: Jay Holmes

                                                                                        
                    Title: Director

                
	
                   

                                                                                   THE
                    PURCHASER

                   

                
	
                                                                                  /s/Elias
                    Vamvakas 

                                                                                   _____________________________

                                                                                  
Elias
                    Vamvakas