Exhibit 10.42


      REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of September 1, 2006, among OccuLogix, Inc. (the
“Company”),
      a
      Delaware corporation, and Doug P. Adams, John Sullivan and Peter M. Adams,
      acting, in each case, in his capacity as a member of the Stockholder
      Representative Committee, on behalf of each of the Participating Rights Holders
      (defined in the Merger Agreement (defined below)), each of whom is a Holder
      (defined below).

    


    This
      Agreement is made pursuant to the Agreement and Plan of Merger, dated as of
      August 1, 2006, by and among the Company, OccuLogix Mergeco, Inc., Solx, Inc.
      and Doug P. Adams, John Sullivan and Peter M. Adams, acting, in each case in
      his
      capacity as a member of the Stockholder Representative Committee referred to
      therein, as amended (the “Merger
      Agreement”).

    


    The
      Company and Doug P. Adams, John Sullivan and Peter M. Adams, acting, in each
      case, in his capacity as a member of the Stockholder Representative Committee,
      on behalf of each of the Participating Rights Holders (defined in the Merger
      Agreement (defined below)), each of whom is a Holder (defined below), hereby
      agree as follows:

    


    1.
      Definitions

    


    Capitalized
      terms used and not otherwise defined herein that are defined in the Merger
      Agreement have the respective meanings given to such terms in the Merger
      Agreement.
      As used
      in this Agreement, the following terms shall have the following
      meanings:

    


    “Advice”
has
      the
      meaning set forth in Section 6(c).

    


    “Effectiveness
      Date”
means
      the 90th
      calendar
      day following the date hereof if the SEC does not conduct a “review” of the
      Registration Statement and the 120th
      calendar
      day following the date hereof if the SEC conducts a “review” of the Registration
      Statement.

    


    “Effectiveness
      Period”
has
      the
      meaning set forth in Section 2.

    


    “Filing
      Date”
means
      the 30th
      calendar
      day following the date hereof.

    


    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time, of Registrable
      Securities.

    


    “Indemnified
      Party”
has
      the
      meaning set forth in Section 5(c).

    


    “Indemnifying
      Party”
has
      the
      meaning set forth in Section 5(c).

    


    “Losses”
has
      the
      meaning set forth in Section 5(a).

    


    “Person”
means
      any individual, corporation, partnership, limited liability company, limited
      liability partnership, firm, joint venture, association, joint-stock company,
      unincorporated organization, trust, trustee, executor, administrator or other
      legal personal representative, regulatory body or agency, government or
      governmental agency, authority or other entity, howsoever designated or
      constituted.

    


    “Plan
      of Distribution”
has
      the
      meaning set forth in Section 2. 

    


    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

    


    “Prospectus”
means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of the
      Registrable Securities covered by the Registration Statement, and all other
      amendments and supplements to such prospectus, including post-effective
      amendments, and all material incorporated, or deemed to be incorporated, by
      reference in such prospectus.

    


    “Registrable
      Securities”
means
      (i) the shares of Parent Common Stock issued by the Company to the Holders,
      pursuant to the Merger Agreement, in part payment of the Closing Payment Amount
      and (ii) any securities issued or issuable upon any stock split, dividend
      or other distribution, recapitalization or similar event with respect to the
      foregoing.

    


    “Registration
      Statement”
means
      the registration statement required to be filed hereunder, including, in each
      case, the Prospectus, amendments and supplements to such registration statement
      or the Prospectus, including pre- and post-effective amendments, all exhibits
      thereto, and all material incorporated, or deemed to be incorporated, by
      reference in such registration statement.

    


    “Rule
      144(k)”
means
      paragraph (k) of Rule 144 promulgated by the SEC pursuant to the Securities
      Act,
      as such Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the SEC having substantially the same purpose and effect
      as
      such paragraph.

    


    “Rule
      415”
means
      Rule 415 promulgated by the SEC pursuant to the Securities Act, as such rule
      may
      be amended from time to time, or any similar rule or regulation hereafter
      adopted by the SEC having substantially the same purpose and effect as such
      rule.

    


    “Rule
      424”
means
      Rule 424 promulgated by the SEC pursuant to the Securities Act, as such rule
      may
      be amended from time to time, or any similar rule or regulation hereafter
      adopted by the SEC having substantially the same purpose and effect as such
      rule.

    


    “Selling
      Shareholder Questionnaire”
has
      the
      meaning set forth in Section 3(a).

    


    “Trading
      Day”
means
      any day on which the facilities of the NASDAQ Global Market System are open
      for
      trading.

    
 

    
      1

      
        

      

    

    
    

    
             
2.
         Shelf
        Registration.
        On or
        prior to the Filing Date, the Company shall prepare and file with the SEC
        a
“Shelf” Registration Statement covering the resale of all of the Registrable
        Securities on the Filing Date for an offering to be made on a continuous
        basis
        pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except
        if
        the Company is not then eligible to register for resale the Registrable
        Securities on Form S-3, in which case, such registration shall be on another
        appropriate form in accordance herewith) and shall contain (unless otherwise
        directed by the Stockholder Representative Committee) substantially the
“Plan
        of Distribution”
        attached hereto as Annex
        A
        or as
        otherwise required by the SEC, the Securities Act and any rules promulgated
        thereunder. Subject to the terms of this Agreement, the Company shall use
        commercially reasonable efforts to cause the Registration Statement to be
        declared effective under the Securities Act as promptly as reasonably
        practicable after the filing thereof, but in any event prior to the
        Effectiveness Date, and shall use commercially reasonable efforts to keep
        the
        Registration Statement continuously effective under the Securities Act until
        all
        Registrable Securities covered by the Registration Statement have been sold
        or
        may be sold without volume restrictions pursuant to Rule 144(k) as determined
        by
        counsel to the Company pursuant to a written opinion letter to such effect,
        addressed and acceptable to the Company’s transfer agent (the “Effectiveness
        Period”).
        The
        Company shall promptly notify the Stockholder Representative Committee via
        facsimile or e-mail of the effectiveness of the Registration Statement on
        the
        same Trading Day that the Company confirms effectiveness with the SEC.


    

     

    3.
       Registration
      Procedures.

    


    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

    


    (a)  Not
      less
      than five Trading Days prior to the filing of the Registration Statement and
      the
      Prospectus or any amendment or supplement thereto, the Company shall furnish
      to
      the Stockholder Representative Committee copies of all such documents proposed
      to be filed (other than those incorporated, or deemed to be incorporated,
      therein by reference), which documents will be subject to the review of the
      Stockholder Representative Committee. The Company shall not file the
      Registration Statement or the Prospectus or any amendments or supplements
      thereto to which the Stockholder Representative Committee shall reasonably
      object in good faith, provided that, the Company is notified of such objection
      in writing no later than five Trading Days after the Stockholder Representative
      Committee has been so furnished copies of such documents. Each Holder shall
      furnish to the Company a completed and signed questionnaire in the form attached
      hereto as Annex B (a “Selling
      Shareholder Questionnaire”)
      not
      later than the third Trading Day prior to the Filing Date.

    


    (b)  (i)
      Prepare and file with the SEC such amendments, including post-effective
      amendments, to the Registration Statement and the Prospectus as may be necessary
      to keep the Registration Statement continuously effective as to the Registrable
      Securities during the Effectiveness Period; (ii) cause the Prospectus to be
      amended or supplemented by any required Prospectus supplement (subject to the
      terms of this Agreement) and, as so supplemented or amended, to be filed
      pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any
      comments received from the SEC with respect to the Registration Statement or
      the
      Prospectus or any amendment thereto and, as promptly as reasonably possible,
      provide the Stockholder Representative Committee true and complete copies of
      all
      correspondence from and to the SEC relating to the Registration Statement or
      the
      Prospectus; and (iv) comply, in all material respects, with the provisions
      of
      the Securities Act and the Exchange Act with respect to the disposition of
      Registrable Securities covered by the Registration Statement during the
      applicable period in accordance (subject to the terms of this Agreement) with
      the intended methods of disposition by the Holders set forth in the Registration
      Statement.

    


    (c)  Notify
      the Stockholder Representative Committee (which notice shall be accompanied,
      pursuant to clauses (ii) through (iv) hereof, by an instruction to suspend
      the
      use of the Prospectus until the requisite changes have been made and copies
      of
      which notice shall be delivered by the Stockholder Representative Committee
      forthwith to each of the Holders) as promptly as reasonably possible (and,
      in
      the case of (i)(A) below, not less than five Trading Days prior to the filing)
      and, if requested by the Stockholder Representative Committee, confirm such
      notice in writing no later than one Trading Day following the day (i)(A) when
      the Prospectus or any Prospectus supplement or post-effective amendment to
      a
      Registration Statement is proposed to be filed; (B) when the SEC notifies the
      Company whether there will be a “review” of the Registration Statement and
      whenever the SEC comments in writing on the Registration Statement (the Company
      shall provide true and complete copies thereof and all written responses thereto
      to the Stockholder Representative Committee); and (C) with respect to the
      Registration Statement or any post-effective amendment, when the same has become
      effective; (ii) of any request by the SEC or any other federal or state
      governmental authority for amendments or supplements to the Registration
      Statement or the Prospectus or for additional information; (iii) of the issuance
      by the SEC or any other federal or state governmental authority of any stop
      order suspending the effectiveness of the Registration Statement covering any
      or
      all of the Registrable Securities or the initiation of any Proceedings for
      that
      purpose; and (iv) of the receipt by the Company of any notification with respect
      to the suspension of the qualification or exemption from qualification of any
      of
      the Registrable Securities for sale in any jurisdiction, or the initiation
      or
      threatening of any Proceeding for such purpose; provided that any and all of
      such information shall be kept confidential by the Stockholder Representative
      Committee and each Holder until such information otherwise becomes public,
      unless disclosure by a Holder is required by law.

    


    (d)  Use
      commercially reasonable efforts to avoid the issuance of, or, if issued, obtain,
      as soon as practicable, the withdrawal of, (i) any order suspending the
      effectiveness of the Registration Statement or (ii) any suspension of the
      qualification (or exemption from qualification) of any of the Registrable
      Securities for sale in any jurisdiction.

    


    (e)  Furnish
      to the Stockholder Representative Committee, without charge, at least three
      conformed copies of the Registration Statement and each amendment thereto,
      if
      any, including financial statements and schedules, all documents incorporated,
      or deemed to be incorporated, therein by reference and all exhibits (including
      those previously furnished or incorporated by reference), promptly after the
      filing of such documents with the SEC.

    


    (f)  Promptly
      deliver to the Stockholder Representative Committee, without charge, as many
      copies of the Prospectus and any amendment or supplement thereto as the
      Stockholder Representative Committee may reasonably request in writing in
      connection with resales by Holders of Registrable Securities. Subject to the
      terms of this Agreement, the Company hereby consents to the use of the
      Prospectus and any amendment or supplement thereto by each of the Holders in
      connection with the offering and sale of Registrable Securities covered by
      the
      Prospectus and any amendment or supplement thereto, except after the giving
      of
      any notice pursuant to Section 3(c).

    


    (g)  Prior
      to
      any resale of Registrable Securities by a Holder, use commercially reasonable
      efforts to register or qualify, or cooperate with such selling Holder in
      connection with the registration or qualification (or exemption from the
      registration or qualification) of, such Registrable Securities for their resale
      by the Holder under the state securities or so-called Blue Sky laws of such
      jurisdictions within the United States as such Holder reasonably requests in
      writing, to keep each registration or qualification (or exemption therefrom)
      effective during the Effectiveness Period and to do any and all other acts
      or
      things reasonably necessary to enable the disposition in such jurisdictions
      of
      the Registrable Securities covered by the Registration Statement; provided,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified, subject the Company to any
      material tax in any such jurisdiction where it is not then so subject or file
      a
      general consent to service of process in any such jurisdiction.

    


    (h)  Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be delivered to a transferee
      pursuant to the Registration Statement, which certificates shall be free of
      all
      restrictive legends, to the extent permitted by the Merger Agreement and
      applicable Law, and to enable such Registrable Securities to be in such
      denominations and registered in such names as the Holders may reasonably
      request.

    


    (i)  Upon
      the
      occurrence of any event contemplated by this Section 3, as promptly as
      reasonably practicable under the circumstances, taking into account the
      Company’s good faith assessment of any adverse consequences to the Company
      (including, without limitation, its business, financial condition, prospects
      or
      otherwise) and its stockholders of the premature disclosure of such event,
      prepare a supplement or amendment, including a post-effective amendment, to
      the
      Registration Statement or a supplement to the Prospectus or any document
      incorporated, or deemed to be incorporated, therein by reference, and file
      any
      other required document so that, as thereafter delivered, neither the
      Registration Statement nor the Prospectus will contain an untrue statement
      of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading. If
      the
      Company notifies the Stockholder Representative Committee in accordance with
      clauses (ii) through (iv) of Section 3(c) above to cause the suspension of
      the
      use of the Prospectus until the requisite changes to the Prospectus have been
      made, then the Stockholder Representative Committee shall use best efforts
      to
      cause the Holders to suspend use of the Prospectus. The Company will use
      commercially reasonable efforts to ensure that the use of the Prospectus may
      be
      resumed as promptly as practicable. The Company shall be entitled to exercise
      its right under this Section 3(i) to suspend the availability of the
      Registration Statement and the Prospectus for a period not to exceed 90 calendar
      days (which need not be consecutive days) in any twelve-month period.

     

    
      2

      
        

      

    

                    (j)  Comply
      with all applicable rules and regulations of the SEC.

    


    (k)  The
      Company may require each Holder to furnish to the Company a certified statement
      as to the number of shares of Parent Common Stock beneficially owned by such
      Holder, the name of the Person that has voting and dispositive control over
      such
      shares and, if required by the SEC, such other information as the SEC may
      request.

    


    4.
       Registration
      Expenses.
      All
      fees and expenses incident to the performance of, or compliance with, this
      Agreement by the Company shall be borne by the Company, whether or not any
      Registrable Securities are sold pursuant to the Registration Statement. The
      fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with the
      NASDAQ Global Market System and (B) in compliance with applicable state
      securities or so-called Blue Sky laws reasonably agreed to by the Company in
      writing (including, without limitation, fees and disbursements of counsel to
      the
      Company in connection with so-called Blue Sky qualifications or exemptions
      of
      the Registrable Securities under the laws of such jurisdictions as requested
      by
      the Stockholder Representative Committee on behalf of any of the Holders),
      (ii)
      expenses of printing stock certificates representing Registrable Securities,
      (iii) messenger, telephone, photocopying and delivery expenses, (iv) fees and
      disbursements of counsel to the Company, (v) Securities Act liability insurance,
      if the Company desires such insurance and (vi) fees and expenses of all other
      Persons retained by the Company in connection with the consummation of the
      transactions contemplated by this Agreement. In addition, the Company shall
      be
      responsible for all of its internal expenses incurred in connection with the
      consummation of the transactions contemplated by this Agreement (including,
      without limitation, all salaries and expenses of its officers and employees
      performing legal or accounting duties), the expense of any annual audit and
      the
      fees and expenses incurred in connection with the listing of the Registrable
      Securities on any securities exchange as required hereunder. In no event, shall
      the Company be responsible for any broker or similar commissions or, except
      to
      the extent provided for in the Merger Agreement, any legal fees or other costs
      of the Holders individually.

    


    5.
      Indemnification

    


    (a)  Indemnification
      by the Company.
      Notwithstanding any termination of this Agreement, the Company shall indemnify
      and hold harmless the Stockholder Representative Committee and each of the
      Holders and, as applicable, the officers, directors, agents, brokers (including
      brokers who offer and sell Registrable Securities as principal as a result
      of a
      pledge or any failure to perform under a margin call of Parent Common Stock),
      investment advisors and employees of each of them, to the fullest extent
      permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, reasonable
      attorneys’ fees) and expenses (collectively, “Losses”)
      incurred, arising out of or relating to any untrue, or allegedly untrue,
      statement of a material fact contained in the Registration Statement or the
      Prospectus or in any amendment or supplement thereto, or arising out of or
      relating to any omission or alleged omission of a material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      the
      Prospectus or any amendment or supplement thereto, in light of the circumstances
      under which they were made) not misleading, except to the extent, but only
      to
      the extent, that (i) such untrue statements or omissions are based solely upon
      information regarding such Holder furnished in writing to the Company by such
      Holder expressly for use therein or to the extent that such information relates
      to such Holder or such Holder’s proposed method of distribution of Registrable
      Securities and was reviewed and expressly approved in writing by such Holder
      expressly for use in the Registration Statement, the Prospectus or in any
      amendment or supplement thereto (it being understood that the Holder has
      approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
      of an event of the type specified in Section 3(c)(ii)-(iv), the use by such
      Holder of an outdated or defective Prospectus after the Company has given notice
      to the Stockholder Representative Committee pursuant to Section 3(c) and prior
      to the receipt by such Holder of the Advice (contemplated in Section 6(d)).
      Subject to the applicable disclosure rules, the Company shall notify the
      Stockholder Representative Committee promptly of the institution, threat or
      assertion of any Proceeding arising from or in connection with the transactions
      contemplated by this Agreement of which the Company is aware.

    


    (b)  Indemnification
      by Holders.
      Each of
      the Holders shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses incurred, arising out of or relating to (i) such
      Holder’s failure to comply with the prospectus delivery requirements of the
      Securities Act or (ii) any untrue or alleged untrue statement of a material
      fact
      contained in the Registration Statement or the Prospectus or in any amendment
      or
      supplement thereto or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein not misleading (A) to the extent, but only to the extent,
      that such untrue statement or omission is contained in any information so
      furnished in writing by such Holder to the Company specifically for inclusion
      in
      the Registration Statement or the Prospectus or (B) to the extent that (1)
      such
      untrue statements or omissions are based upon information regarding such Holder
      furnished in writing by such Holder to the Company specifically for inclusion
      in
      the Registration Statement or the Prospectus or (2) in the case of an occurrence
      of an event of the type specified in Section 3(c)(ii)-(iv), the use by such
      Holder of an outdated or defective Prospectus after the Company has given notice
      to the Stockholder Representative Committee pursuant to Section 3(c) and prior
      to the receipt by such Holder of the Advice (contemplated in Section 6(c)).
      In
      no event, shall the liability of any Holder hereunder be greater in amount
      than
      the greater of (i) such Holder’s portion of the Closing Payment Amount and
      (ii) the dollar amount of the proceeds received by such Holder upon the
      sale of the Registrable Securities giving rise to such indemnification
      obligation.

    


    (c)  Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with such defense; provided, that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or liabilities pursuant to this Agreement, except and only to the
      extent that such failure shall have prejudiced the Indemnifying
      Party.

    


    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party unless: (i)
      the Indemnifying Party has agreed in writing to pay such fees and expenses;
      (ii)
      the Indemnifying Party shall have failed to assume the defense of such
      Proceeding; or (iii) the named parties to any such Proceeding (including any
      impleaded parties) include both such Indemnified Party and the Indemnifying
      Party, and such Indemnified Party shall reasonably believe, based on the advice
      of counsel, that a material conflict of interest is likely to exist if the
      same
      counsel were to represent such Indemnified Party and the Indemnifying Party
      (in
      which case, if such Indemnified Party notifies the Indemnifying Party in writing
      that it elects to employ separate counsel at the expense of the Indemnifying
      Party, the Indemnifying Party shall not have the right to assume the defense
      thereof and the reasonable fees and expenses of one separate counsel
      representing all of the Indemnified Parties (chosen by the Stockholder
      Representative Committee if any of the Indemnified Parties is a Holder),
      including such Indemnified Party, shall be at the expense of the Indemnifying
      Party). The Indemnifying Party shall not be liable for any settlement of any
      such Proceeding effected without its written consent, which consent shall not
      be
      unreasonably withheld or delayed. No Indemnifying Party shall effect, without
      the prior written consent of the Indemnified Party, any settlement of any
      Proceeding in respect of which any Indemnified Party is a party, unless such
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability for or with respect to claims that are the subject matter of such
      Proceeding.

    


    Subject
      to the terms of this Agreement, all reasonable external legal counsel fees
      and
      expenses of the Indemnified Party shall be paid to the Indemnified Party, as
      incurred, within 20 Trading Days of written notice thereof (including copies
      of
      all applicable invoices) to the Indemnifying Party; provided, that the
      Indemnified Party shall promptly reimburse the Indemnifying Party for that
      portion of such fees and expenses applicable to such actions for which such
      Indemnified Party is not entitled to indemnification hereunder, determined
      based
      upon the relative faults of the parties.

    


    (d)  Contribution.
      If the
      indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
      Party or insufficient to hold an Indemnified Party harmless for any Losses,
      then
      each Indemnifying Party shall contribute to the amount paid or payable by such
      Indemnified Party, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue, or allegedly
      untrue, statement of a material fact or omission or alleged omission of a
      material fact, has been taken or made by, or relates to information supplied
      by,
      such Indemnifying Party or Indemnified Party and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in this Agreement, any reasonable attorneys’ or other reasonable fees or
      expenses incurred by such party in connection with any Proceeding to the extent
      such party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section 5 was available to such party
      in
      accordance with its terms.

     

    
      3

      
        

      

    

                                   The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata
      allocation or by any other method of allocation that does not take into account
      the equitable considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the greater of (i)
      such
      Holder’s portion of the Closing Payment Amount and (ii) the amount by which the
      proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of an untrue, or allegedly
      untrue, statement or omission or alleged omission, except in the case of fraud
      by such Holder, in which case, such limit to the required contribution shall
      not
      apply.

    


    The
      indemnity and contribution agreements contained in this Section 5(d) are in
      addition to any liability that any Indemnifying Party may owe to any Indemnified
      Party.

    


    6.
      Miscellaneous

    


    (a)  Remedies.
      In the
      event of a breach by the Company or by a Holder of any of its respective
      obligations under this Agreement, the non-breaching party, in addition to being
      entitled to exercise all rights granted by law and under this Agreement,
      including recovery of damages, will be entitled to specific performance of
      its
      rights under this Agreement. Each of the Company and the Holders agrees that
      monetary damages would not provide adequate compensation for any losses incurred
      by reason of a breach by it of any of the provisions of this Agreement and
      hereby further agrees that, in the event of any action for specific performance
      in respect of such breach, it shall waive the defense that a remedy at law
      would
      be adequate.

    


    (b)  Compliance.
      Each of
      the Holders covenants and agrees that it will comply with the prospectus
      delivery requirements of the Securities Act as applicable to it in connection
      with sales of Registrable Securities pursuant to the Registration
      Statement.

    


    (c)  Discontinued
      Disposition.
      The
      Stockholder Representative Committee, on behalf of each of the Holders,
      acknowledges and agrees that each of the Holders is deemed to agree, by its
      acquisition of Registrable Securities, that, upon receipt of a notice from
      the
      Stockholder Representative Committee or the Company of the occurrence of any
      event of the kind described in Section 3(c)(ii)-(iv), such Holder will forthwith
      discontinue disposition of its Registrable Securities under the Registration
      Statement until such Holder’s receipt of the copies of the amended Registration
      Statement and/or Prospectus supplement, as applicable, or until such Holder
      is
      advised in writing (the “Advice”)
      by the
      Company that the use of the Registration Statement and the Prospectus may be
      resumed and, in either case, has received copies of any additional or
      supplemental filings that are incorporated, or deemed to be incorporated,
      therein by reference. The Company will use commercially reasonable efforts
      to
      ensure that the use of the Prospectus may be resumed as promptly as
      practicable.

    


    (d)  Piggy-Back
      Registrations.
      If, at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the SEC a registration statement relating
      to
      an offering for its own account or the account of others, under the Securities
      Act, of any of its equity securities, other than on Form S-4 or Form S-8 (each
      as promulgated under the Securities Act) or their then-equivalent forms relating
      to equity securities to be issued solely in connection with any acquisition
      of
      any entity or business or equity securities issuable in connection with the
      Company’s stock option plan or other employee benefit plans, then the Company
      shall send to each Holder a written notice of such determination, and, if within
      fifteen days after the date of such notice, any such Holder shall so request
      in
      writing, the Company shall include in such registration statement all or any
      part of the Registrable Securities held by such Holder and that it requests
      to
      be registered; provided,
      however,
      that
      the Company shall not be required to register any Registrable Securities
      pursuant to this Section 6(d) that are eligible for resale pursuant to Rule
      144(k) or that are the subject of a then effective registration
      statement.

    


    (e)  Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and by at least two members of the Stockholder
      Representative Committee. Notwithstanding the foregoing, a waiver or consent
      to
      depart from the provisions hereof with respect to a matter that relates
      exclusively to the rights of an single Holder and that does not directly or
      indirectly affect the rights of any other Holder may be given by the
      first-mentioned Holder; provided,
      however,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding sentence.
      

    


    (f)  Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered in accordance with the requirements of
      the
      Merger Agreement. 

    


    (g)  Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of, and be binding upon, the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of the Stockholder Representative Committee. None
      of
      the Holders may assign its respective rights hereunder without the prior written
      consent of the Company.

    


    (h)  No
      Inconsistent Agreements.
      Neither
      the Company nor any of its subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its subsidiaries, on or after the date of this
      Agreement, enter into any agreement with respect to its securities, that would
      have the effect of impairing the rights granted to the Holders in this Agreement
      or that otherwise conflicts with the provisions hereof.

    


    (i)  Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which, when
      so
      executed, shall be deemed to be an original and all of which, taken together,
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission or e-mail, such signature shall create
      a
      valid binding obligation of the party executing (or on whose behalf such
      signature is executed) the same with the same force and effect as if such
      facsimile signature were the original thereof.

    


    (j)  Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware applicable to contracts executed in and to be performed
      in
      that state. 

    


    (k)  Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

    


    (l)  Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and, in no way, shall be affected,
      impaired or invalidated, and the parties hereto shall use their commercially
      reasonable efforts to find and employ an alternative means to achieve the same,
      or substantially the same, result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

    


    (m)  Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


    (n)  Number
      and Gender.
      In this
      Agreement, words importing the singular include the plural and vice versa.
      Words
      importing the masculine gender include the feminine and neuter
      genders.

     

    
      4

      
        

      

    

     

    (o)  Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each of the Holders hereunder are several and not joint with
      the
      obligations of any other Holder, and no Holder shall be responsible in any
      way
      for the performance of the obligations of any other Holder. Nothing contained
      herein or in any other agreement or document delivered at any closing, and
      no
      action taken by any Holder pursuant hereto or thereto, shall be deemed to
      constitute the Holders as a partnership, an association, a joint venture or
      any
      other kind of entity or create a presumption that the Holders are in any way
      acting in concert with respect to such obligations or the transactions
      contemplated by this Agreement. Subject to the rights and powers of the
      Stockholder Representative Committee, each Holder shall be entitled to protect
      and enforce its rights, including, without limitation, the rights arising out
      of
      this Agreement, and it shall not be necessary for any other Holder to be joined
      as an additional party in any proceeding for such purpose.

    


    ********************

     

    [THE
      REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

    
 

    
      
        5

        
          

        

      

      
        
        

      

    

     

    


    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

    

      


      
        	
                                                                                                                                                                                                                             
                  OCCULOGIX, INC.

                 

              
	
                                                                                                                                                                                                                              
                  By: /s/ Elias Vamvakas 

                                                                                                                                                                                ____________________________________

                                                                                                                                                                                                                                    
                  Name: Elias Vamvakas

                                                                                                                                                                                                                                    
                  Title: Chief Executive Officer

              


      

           

      


      
 

    

    


    


    
      	
               

               

                                                                                                                                                                                                                           
                STOCKHOLDER REPRESENTATIVE COMMITTEE

               

            
	
                                                                                                                                                                                                                            
                /s/Doug P. Adams

                                                                                                                                                                                                                           
                __________________________________________

                                                                                                                                                                                                                            
                Doug P. Adams

               

               

                                                                                                                                                                                                                            
                /s/John Sullivan

                                                                                                                                                                                                                           
                __________________________________________

                                                                                                                                                                                                                            
                John Sullivan

               

               

                                                                                                                                                                                                                            
                /s/ Peter M. Adams

                                                                                                                                                                                                                           
                __________________________________________

                                                                                                                                                                                                                            
                Peter M. Adams

            


    

         

    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Annex
      A

    


    Plan
      of Distribution

    


    The
      Selling Stockholders (collectively, the “Selling
      Stockholders”
and,
      individually, a “Selling
      Stockholder”)
      of the
      shares of the common stock (“Common
      Stock”)
      of
      OccuLogix, Inc. (the “Company”),
      a
      Delaware corporation, and their pledgees, assignees and successors-in-interest
      may, from time to time, sell any or all of their shares of Common Stock on
      the
      NASDAQ Global Market System or any other U.S. stock exchange, market or trading
      facility on which the Common Stock is traded or in private transactions. These
      sales may be at fixed or negotiated prices. A Selling Stockholder may use any
      one or more of the following methods when selling shares of the Common
      Stock:

     

    
      	·  	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	·  	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	·  	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	·  	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	·  	
              privately
                negotiated transactions;

            


    

     

    
      	·  	
              settlement
                of short sales entered into after the effective date of the registration
                statement of which this prospectus is a part;


            


    

     

    
      	·  	
              agreement
                with broker-dealers pursuant to which they agree to sell a specified
                number of such shares at a stipulated price per
                share;

            


    

     

    
      	·  	
              a
                combination of any such methods of
                sale;

            


    

     

    
      	·  	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or otherwise;
                and

            


    

     

    
      	·  	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (the “Securities
      Act”),
      if
      available, rather than under this Prospectus.

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated, but,
      except as set forth in a supplement to this Prospectus, in the case of an agency
      transaction, not in excess of a customary brokerage commission in compliance
      with NASDR Rule 2440; and in the case of a principal transaction a markup or
      markdown, in compliance with NASDR IM-2440. 

     

    In
      connection with the sale of shares of the Common Stock or interests therein,
      the
      Selling Stockholders may enter into hedging transactions with broker-dealers
      or
      other financial institutions which, in turn, may engage in short sales of the
      Common Stock in the course of hedging the positions they assume. The Selling
      Stockholders may also sell shares of the Common Stock short and deliver these
      securities to close out their short positions or loan or pledge the Common
      Stock
      to broker-dealers that, in turn, may sell these securities. The Selling
      Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares of the Common Stock offered by this Prospectus,
      which shares such broker-dealer or other financial institution may resell
      pursuant to this Prospectus (as supplemented or amended to reflect such
      transaction).

     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling shares of the Common Stock may be deemed to be “underwriters” within the
      meaning of the Securities Act in connection with such sales. In such event,
      any
      commissions received by such broker-dealers or agents and any profit on the
      resale of such shares purchased by them may be deemed to be underwriting
      commissions or discounts under the Securities Act. Each Selling Stockholder
      has
      informed the Company that it does not have any written or oral agreement or
      understanding, directly or indirectly, with any person to distribute the Common
      Stock. In no event, shall any broker-dealer receive fees, commissions and
      markups which, in the aggregate, would exceed eight percent (8%).

     

    The
      Company is required to pay certain fees and expenses incurred incident to the
      registration of the shares of the Common Stock. The Company has agreed to
      indemnify the Selling Stockholders against certain losses, claims, damages
      and
      liabilities, including liabilities under the Securities Act. 

     

    Because
      the Selling Stockholders may be deemed to be “underwriters” within the meaning
      of the Securities Act, they will be subject to the prospectus delivery
      requirements of the Securities Act. In addition, any securities covered by
      this
      Prospectus which qualify for sale pursuant to Rule 144 under the Securities
      Act
      may be sold under Rule 144 rather than under this Prospectus. Each Selling
      Stockholder has advised the Company that such Selling Stockholder has not
      entered into any written or oral agreements, understandings or arrangements
      with
      any underwriter or broker-dealer regarding the sale of the shares of the Common
      Stock. There is no underwriter or coordinating broker acting in connection
      with
      the proposed sale of such shares by the Selling Stockholders.

     

    The
      Company has agreed to keep this Prospectus effective until the earlier of (i)
      the date on which the shares may be sold by the Selling Stockholders without
      registration and without regard to any volume limitations by reason of Rule
      144(k) under the Securities Act or any other rule of similar effect and (ii)
      all
      of the shares of the Common Stock have been sold pursuant to this Prospectus
      or
      Rule 144 under the Securities Act or any other rule of similar effect. The
      shares of the Common Stock will be sold only through registered or licensed
      brokers or dealers, if required under applicable state securities laws. In
      addition, in certain states, such shares may not be sold unless they have been
      registered or qualified for sale in the applicable state or an exemption from
      the registration or qualification requirement is available and is complied
      with.

     

    Under
      applicable rules and regulations under the Securities Exchange Act of 1934,
      as
      amended (the “Exchange
      Act”),
      any
      person engaged in the distribution of the shares of the Common Stock may not
      simultaneously engage in market making activities with respect to the Common
      Stock for the applicable restricted period, as defined in Regulation M, prior
      to
      the commencement of the distribution. In addition, the Selling Stockholders
      will
      be subject to applicable provisions of the Exchange Act and the rules and
      regulations thereunder, including Regulation M, which may limit the timing
      of
      purchases and sales of shares of the Common Stock by the Selling Stockholders
      or
      any other person. The Company will make copies of this Prospectus available
      to
      the Selling Stockholders and has informed them of the need to deliver a copy
      of
      this Prospectus to each purchaser at or prior to the time of the
      sale.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Annex
      B

     

    OCCULOGIX,
      INC.

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of shares of common stock, par value $.001 per
      share (the “Common
      Stock”),
      of
      OccuLogix, Inc. (the “Company”),
      a
      Delaware corporation, (the “Registrable
      Securities”)
      understands that the Company has filed, or intends to file, with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement on Form S-3 (the “Registration
      Statement”)
      for
      the registration and sale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of August 31,
      2006
      (the “Registration
      Rights Agreement”)
      (which
      Registration Rights Agreement and attachments thereto are attached to this
      Selling Securityholder Notice and Questionnaire), among the Company and Doug
      P.
      Adams, John Sullivan and Peter M. Adams, acting, in each case, in his capacity
      as a member of the Stockholder Representative Committee (as defined in the
      Agreement and Plan of Merger, dated as of August 1, 2006, by and among the
      Company, OccuLogix Mergeco, Inc., Solx, Inc. and Doug P. Adams, John Sullivan
      and Peter M. Adams, acting in each case, in his capacity as a member of the
      Stockholder Representative Committee referred to therein, as amended). A copy
      of
      the Registration Rights Agreement is available from the Company upon request
      at
      its offices located at 2600 Skymark Avenue, Building 9, Suite 201, Mississauga,
      Ontario, L4W 5B2, Canada. All capitalized terms used and not otherwise defined
      herein have the respective meanings given to them in the Registration Rights
      Agreement.

     

    Certain
      legal consequences arise from being named a selling securityholder in the
      Registration Statement and the related Prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the
      Prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities,
      owned by it and listed below in Item 3 (unless otherwise specified under such
      Item 3), in the Registration Statement.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    The
      undersigned Selling Securityholder hereby provides the following information
      to
      the Company and represents and warrants that such information is
      accurate:

     

    QUESTIONNAIRE

     

    1. Name.

     

    
      	 	
              (a)

            	
              Full
                legal name of Selling
                Securityholder

            


    

     

    
      	 
	 


    

    


    
      	 	
              (b)

            	
              Full
                legal name of registered holder (if not the same as (a) above) in
                whose
                name Registrable Securities Listed in Item 3 below are
                held:

            


    

     

    
      	 
	 


    

    


    
      	 	
              (c)

            	
              Full
                legal name of natural control person (which means a natural person
                who
                directly or indirectly, alone or with others, has power to vote or
                dispose
                of the securities covered by the
                questionnaire):

            


    

     

    
      	 
	 


    

    


     

    2.
      Address for Notices to Selling Securityholder:

     

    
      	 
	 
	 
	
               

              Telephone: 

            
	
              Fax: 

            
	
              Contact
                Person: 

            


    

    


    3.
      Beneficial Ownership of Registrable Securities:

     

    
      	 	
              (a)

            	
              Type
                and amount of Registrable Securities beneficially
                owned:

            


    

     

    
      	 
	 
	 
	 


    

    


     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes o   No
o

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    Yes
o                      
       No
o

     

    5.
      Beneficial Ownership of Other Securities of the Company:

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company, other than the Registrable
      Securities listed above in Item 3.

     

    
      	 	
              (a)

            	
              Type
                and amount of other securities of the Company beneficially owned
                by the
                Selling Securityholder:

            


    

     

    
      	 
	 
	 


    

    


    6.
      Relationships with the Company:

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

    
      	 
	 
	 


    

    


     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the Prospectus and any amendments
      or supplements thereto. The undersigned understands that such information will
      be relied upon by the Company in connection with the preparation or amendment
      of
      the Registration Statement and the Prospectus.

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    Dated:
      ________________________                                                                                                                          
Beneficial
      Owner: __________________________

                                                                                                   
      (please
      print legibly)

    


                                                                                                    By:_____________________________________  

                                                                                                 
      Name:

                                                                                                 
      Title: 

    


    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT COURIER, TO:

    


    Torys
      LLP

    237
      Park Avenue

    New
      York, New York 10017-3142

    U.S.A.

    


    Fax:
      (212) 682-0200

    Attention:
      Andrew J. Beck, Esq.

    


    
      
        
        

      

      
        10