Exhibit 10.47


    

      


      EMPLOYMENT
        AGREEMENT

       

      THIS
        AGREEMENT
        is made
        as of the 12th
        day of
        March, 2007, 

       

      B
        E T W E E N:

       

      OccuLogix,
        Inc.,
        a
        corporation incorporated under the laws of the State of Delaware

       

      (the
        “Corporation”)

       

      -
        and
        -

       

      Suh
        Kim, of
        the
        City of Toronto, in the Province of Ontario

       

      (the
        “Employee”)

       

      RECITAL:

       

      WHEREAS
        the
        Corporation and the Employee wish to enter into this Agreement to set forth
        the
        rights and obligations of each of them as regards the Employee’s employment with
        the Corporation;

       

      NOW
        THEREFORE
        in
        consideration of the mutual covenants and agreements contained in this Agreement
        and other good and valuable consideration (the receipt and sufficiency of
        which
        are hereby acknowledged), the Corporation and the Employee agree as
        follows:

       

      
        	
                1.

              	
                Definitions

              


      

       

      1.1. In
        this
        Agreement, 

       

      1.1.1. “Affiliate”
has
        the
        meaning attributed to such term in the Business
        Corporations Act
        (Ontario), as the same may be amended from time to time, and any successor
        legislation thereto;

       

      1.1.2. “Agreement”
        means
        this agreement and all schedules attached to this agreement, in each case,
        as
        they may be amended or supplemented from time to time, and the expressions
        “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions
        refer to this Agreement and unless otherwise indicated, references to sections
        are to sections in this Agreement;

       

      1.1.3. “Basic
        Salary”
        has the
        meaning attributed to such term in section 5.1;

       

      1.1.4. “Benefits”
        has
        the
        meaning attributed to such term in section 5.4;

       

      1.1.5. “Board”
        means
        the board of directors of the Corporation;

       

      1.1.6. “Business
        Day” means
        any
        day, other than Saturday, Sunday or any statutory holiday in the Province
        of
        Ontario;

       

      1.1.7. “Change
        of Control” for
        the
        purposes of this Agreement, shall be deemed to have occurred when:

       

      1.1.7.1. any
        Person, other than a Person or a combination of Persons presently owning,
        directly or indirectly, more than 20% of existing voting securities of the
        Corporation, 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
        Corporation, 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;

       

      1.1.7.2. the
        Corporation merges or amalgamates with one or more corporations other than
        a
        Subsidiary of the Corporation;

       

      1.1.7.3. the
        Corporation sells, leases or otherwise disposes of all or substantially all
        of
        its assets and undertaking, whether pursuant to one or more
        transactions;

       

      1.1.7.4. any
        Person not part of existing management of the Corporation or any Person not
        controlled by the Corporation or by any Affiliate of the Corporation enters
        into
        any arrangement to provide management services to the Corporation which results
        in either: (i) the termination by the Corporation of the employment of any
        two
        of the Chairman and Chief Executive Officer, the President and Chief Operating
        Officer, the Chief Financial Officer and the General Counsel within three
        months
        of the date such arrangement is entered into for any reason other than Just
        Cause; or (ii) the termination by the Corporation 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

       

      1.1.7.5. the
        Corporation enters into any transaction or arrangement which would have the
        same
        or similar effect as the transactions referred to in sections 1.1.7.1,
        1.1.7.2,
        1.1.7.3 or
        1.1.7.4 above.

       

      1.1.8. “Confidential
        Information”
        means
        all confidential or proprietary information, intellectual property (including
        trade secrets) and confidential facts relating to the business or affairs
        of the
        Corporation or any of its Subsidiaries which the Corporation treats as
        confidential or proprietary;

       

      1.1.9. “Disability”
        means
        the mental or physical state of the Employee such that the Employee has been
        unable, as a result of illness, disease, mental or physical disability or
        similar cause, to fulfill her obligations under this Agreement either for
        any
        consecutive six-month period or for any period of 12 months (whether or not
        consecutive) in any consecutive 24-month period;

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      1.1.10. “Employment
        Period”
        has the
        meaning attributed to such term in section 4;

       

      1.1.11. “ESA”
        means
        the Employment
        Standards Act,
        2000
        (Ontario), as the same may be amended from time to time, and any successor
        legislation thereto;

       

      1.1.12. “Good
        Reason”
        means:

       

      1.1.12.1. without
        the consent of the Employee, any material change or series of material changes
        in the responsibilities or status of the Employee with the Corporation, such
        that, immediately after such change or series of changes, the responsibilities
        and status of the Employee are materially diminished in comparison to her
        responsibilities and status immediately prior to such change or series of
        changes, except in connection with the termination of the Employee’s employment
        by the Corporation for Just Cause or in connection with the Employee’s death,
        Disability or Retirement or a voluntary resignation by the Employee other
        than a
        resignation for Good Reason;

       

      1.1.12.2. a
        reduction by the Corporation of more than 10% in the Employee’s Basic Salary as
        in effect on the date hereof or as the same may be increased from time to
        time;

       

      1.1.12.3. the
        taking of any action by the Corporation which would materially adversely
        affect
        the Employee’s participation in the Corporation’s employee benefits plans, or
        otherwise materially reduce the Employee’s Benefits, and other similar plans in
        which the Employee is participating at the date hereof (or such other plans
        as
        may be implemented after the date hereof that provide the Employee with
        substantially similar benefits), or the taking of any action by the Corporation
        which would deprive the Employee of any material fringe benefit enjoyed by
        her
        at the date hereof;

       

      1.1.12.4. without
        the Employee’s consent, the requirement that the Employee be based anywhere
        other than the Corporation’s principal executive offices except for required
        travel on the Corporation’s business; or

       

      1.1.12.5. any
        reason which would be considered to amount to constructive dismissal by a
        court
        of competent jurisdiction.

       

      1.1.13. “Just
        Cause”
        means:

       

      1.1.13.1. the
        failure of the Employee to properly carry out her duties after notice by
        the
        Corporation of the failure to do so and an opportunity for the Employee to
        correct the same within a reasonable time from the date of receipt of such
        notice; or 

       

      1.1.13.2. theft,
        fraud, dishonesty or misconduct by the Employee involving the property, business
        or affairs of the Corporation or its Subsidiaries or involving the carrying
        out
        of the Employee’s duties; 

       

      1.1.14. “Person”
        means
        any individual, partnership, limited partnership, joint venture, syndicate,
        sole
        proprietorship, company or corporation with or without share capital,
        unincorporated association, trust, trustee, executor, administrator or other
        legal personal representative, regulatory body or agency, government or
        governmental agency, authority or entity, however designated or constituted;
        

       

      1.1.15. “Restricted
        Period means
        the
        one-year period immediately following the cessation of the Employee’s
        employment;

       

      1.1.16. “Retirement”
        means
        retirement in accordance with the Corporation’s retirement policy from time to
        time;

       

      1.1.17. “Subsidiaries”
        has the
        meaning attributed to such term in the Business
        Corporations Act
        (Ontario), as the same may be amended from time to time, and any successor
        legislation thereto;

       

      1.1.18. “Stop
        Work Notice”
        has the
        meaning attributed to such term in section 9.2;

       

      1.1.19. “Year
        of Employment”
        means
        any 12-month period commencing on January 1, provided that for the purposes
        of
        this Agreement, the “First Year of Employment” shall be deemed to commence on
        March 12, 2007 and to end on December
        31, 2007.

       

      2.         Employment
        of the Employee

       

      The
        Corporation shall employ the Employee, and the Employee shall serve the
        Corporation, in the position of General Counsel on the conditions and for
        the
        remuneration hereinafter set out. In such position, the Employee shall perform
        and fulfill such duties and responsibilities as the Corporation may designate
        from time to time. The Employee shall report to the Chairman and Chief Executive
        Officer of the Corporation.

       

      
        	
                3.

              	
                Performance
                  of Duties

              


      

       

      During
        the Employment Period, the Employee shall faithfully, honestly and diligently
        serve the Corporation and its Subsidiaries as contemplated above. The Employee
        shall (except in the case of illness or accident) devote all of her working
        time
        and attention to her employment hereunder, except where expressly agreed
        by the
        Chairman and Chief Executive Officer, and shall use her best efforts to promote
        the interests of the Corporation.

       

      
        	
                4.

              	
                Employment
                  Period

              


      

       

      The
        Employee’s employment under this Agreement shall, subject to
        section 9
        and
        section 11,
        be for
        an indefinite term. Accordingly, the Corporation shall employ the Employee,
        and
        the Employee shall serve the Corporation, as an employee in accordance with
        this
        Agreement for the period beginning on March 12, 2007 and ending on the effective
        date the employment of the Employee under this Agreement is terminated in
        accordance with section 9.2
        or
        section 11 (the
        “Employment Period”).

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                5.

              	
                Remuneration

              


      

       

      5.1. Basic
        Remuneration.
        The
        Corporation shall pay the Employee a gross salary, minus applicable deductions
        and withholdings, in respect of each Year of Employment in the Employment
        Period, of $220,000 (the “Basic Salary”), payable in equal installments
        according to the Corporation’s regular payroll practices. The Basic Salary
        shall, in the sole and absolute discretion of the Board, be subject to an
        increase on the basis of an annual review. The Basic Salary shall be prorated
        in
        respect of the First Year of Employment such that the Employee shall be entitled
        to, and the Corporation shall be required to pay, in respect of the First
        Year
        of Employment only that proportion of the Basic Salary that the number of
        days
        in the First Year of Employment is to 365.

       

      5.2.  Bonus
        Remuneration.
        The
        Employee shall, in respect of each Year of Employment during the Employment
        Period, receive
        bonus remuneration in accordance with the terms and conditions outlined in
        Schedule 5.2.

       

      5.3. Stock
        Options.
        The
        Employee shall, during the Employment Period, receive such stock options,
        if
        any, as the board of directors of the Corporation, in its sole discretion
        may,
        pursuant to the terms of the Corporation’s stock option plan, authorize. The
        Employee, shall in respect of the First Year of Employment, be eligible to
        receive such stock options under the Corporation’s stock option plan in
        accordance with the terms and conditions outlined in Schedule 5.3.

       

      5.4. Benefits.
        The
        Corporation shall provide to the Employee, in addition to the Basic Salary,
        the
        benefits (the “Benefits”) described in the Corporation’s employee benefit
        booklet from time to time, and such Benefits will be provided in accordance
        with, and subject to, the terms and conditions of the applicable plan relating
        thereto in effect from time to time and subject to change at any time in
        the
        sole discretion of the Corporation. 

       

      5.5. Prorata
        Entitlement in the Event of Termination.
        If the
        Employee’s employment is terminated pursuant to section 9 or
        section 11
        or if
        the Employee dies during the Employment Period, the Employee shall be entitled
        to receive in respect of her entitlement to Basic Salary, and the Corporation
        shall be required to pay in respect thereof, only that proportion of the
        Basic
        Salary, in respect of the Year of Employment in which the effective date
        of the
        termination of employment or the date of death occurs, that (i) the number
        of
        days elapsed from the commencement of such Year of Employment to the effective
        date of termination or the date of death is to (ii) 365.

       

      
        	
                6.

              	
                Expenses

              


      

       

      Subject
        to the terms of the Corporation’s expense policy, the Corporation shall pay, or
        reimburse the Employee for, all travel and out-of-pocket expenses reasonably
        incurred or paid by the Employee in the performance of her duties and
        responsibilities, upon presentation by the Employee of expense statements
        or
        receipts or such other supporting documentation as the Corporation may
        reasonably require. 

       

      
        	
                7.

              	
                Vacation

              


      

       

      The
        Employee shall be entitled, during each full Year of Employment during the
        Employment Period, to vacation with pay of four weeks. Vacation shall be
        taken
        by the Employee at such time as may be acceptable to the Corporation having
        regard to its operations. Except with the prior written consent of the Chairman
        and Chief Executive Officer, (i) no more than two weeks of vacation shall
        be taken consecutively and (ii) the vacation entitlement earned in a Year
        of Employment is subject to any carryover provisions as stated in the Company’s
        vacation policy. Notwithstanding the foregoing, in the event that the Employee’s
        employment is terminated pursuant to section 9
        or
        section 11,
        the
        Employee shall not be entitled to receive any payment in lieu of any vacation
        to
        which she was entitled and which had not already been taken by her except
        to the
        extent, if any, of the payments in respect of vacation pay required by the
        ESA.

       

      
        	
                8.

              	
                Membership
                  in Professional
                  Organizations

              


      

       

      The
        Corporation shall pay, or reimburse the Employee for, annual membership dues
        and
        attorney registration fees, as applicable, of the Law Society of Upper Canada,
        the New York State Bar Association and the Canadian Bar
        Association.

       

      
        	
                9.

              	
                Termination

              


      

       

      9.1. Notice.
        The
        Employee’s employment may, subject to section 11,
        be
        terminated at any time:

       

      9.1.1. by
        the
        Corporation without prior notice and without further obligations to the Employee
        for reasons of Just Cause; 

       

      9.1.2. by
        the
        Corporation for any reason other than Just Cause, on twelve months’ prior
        written notice to the Employee, provided that if the Employee is entitled
        under
        the ESA to a longer period of notice than that prescribed above, the notice
        to
        be given by the Corporation under this section 9.1.2
        shall be
        that minimum period of notice which is required under the ESA and no more;
        or

       

      9.1.3. by
        the
        Employee on one month’s prior written notice to the Corporation.

       

      The
        Employee’s employment shall be automatically terminated, without further
        obligation to the Employee, in the event of her death.

       

      9.2. Effective
        Date.
        The
        effective date on which the Employee’s employment shall be terminated shall
        be:

       

      9.2.1. in
        the
        case of termination under section 9.1.1,
        the day
        the Employee is deemed, under section 18,
        to have
        received notice from the Corporation of such termination;

       

      9.2.2. in
        the
        case of termination under section 9.1.2
        or
        section 9.1.3,
        the
        last day of the minimum period referred to therein; and

       

      9.2.3. in
        the
        event of the death of the Employee, on the date of her death.

       

      Notwithstanding
        the foregoing, where the Corporation is giving or has given notice pursuant
        to
        section 9.1.2 above,
        the Corporation shall have the right, at any time prior to the end of the
        Employment Period and by giving notice to the Employee to that effect (a
“Stop
        Work Notice”), to require that the Employee cease to perform her duties and
        responsibilities and cease attending the Corporation’s premises immediately upon
        the giving of the Stop Work Notice. If a Stop Work Notice is given, the
        Corporation shall continue to pay the Employee to the end of the Employment
        Period. For that purpose, in calculating the Employee’s entitlement to Basic
        Salary, the Employee shall be considered to have been actively employed by
        the
        Corporation to the end of the Employment Period. For the purpose of the
        Employee’s entitlement to Benefits, the Employee shall receive an amount equal
        to 2.5% of her Basic Salary for the purpose of obtaining equivalent coverage
        during the notice period. 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                10.

              	
                Rights
                  of Employee on Termination and Lump Sum Payment
                  

              


      

       

      Where
        the
        Employee’s employment under this Agreement has been terminated by the
        Corporation under section 9.1.2,
        the
        Employee shall be entitled, upon providing to the Corporation appropriate
        releases, resignations and other similar documentation, to receive from the
        Corporation, in addition to accrued but unpaid Basic Salary, if any, and
        any
        entitlement in respect of vacation as contemplated by section 7,
        a lump
        sum payment equal to 12 months of her Basic Salary and 2.5% of her Basic
        Salary
        in respect of her entitlement to Benefits, less any amounts payable to the
        Employee in lieu of notice where a Stop Work Notice has been given pursuant
        to
        section 9
        and
        less
        any amounts owing by the Employee to the Corporation for any reason.


       

      Except
        as
        provided above in this section 10 and subject to sections 11
        and 12,
        where the Employee’s employment has been terminated by the Employee or by the
        Corporation for any reason, the Employee shall not be entitled, except to
        the
        extent required under any mandatory employment standard under the ESA, to
        receive any payment as severance pay, in lieu of notice, or as damages. Except
        as to any entitlement as provided above and subject to section 11,
        the
        Employee hereby waives any claims that the Employee may have against the
        Corporation for or in respect of severance pay, or on account of loss of
        office
        or employment or notice in lieu thereof or damages in lieu thereof (other
        than
        rights to accrued but unpaid Basic Salary and vacation pay and to reimbursement
        for expenses pursuant to section 6).
        The
        payments to the Employee where the Corporation has given notice pursuant
        to
        section 9.1.2 above,
        whether or not a Stop Work Notice is given, shall be deemed to include, and
        to
        satisfy entitlement to, severance pay pursuant to the ESA to the extent of
        such
        payments.

       

      
        	
                11.

              	
                Change
                  of Control

              


      

       

      11.1. Termination
        of Employment by the Corporation for Just Cause.
        Following
        a Change of Control, the Corporation may terminate the Employee’s employment at
        any time without notice or further obligations to the Employee under this
        Agreement for reasons of Just Cause. Following a Change of Control, the Employee
        shall not be deemed to have been terminated for Just Cause unless and until
        there has been delivered to the Employee a copy of a resolution duly adopted
        by
        the affirmative vote of not less than three-quarters of the entire membership
        of
        the Board (excluding the Employee if the Employee is, at the relevant time,
        a
        director of the Corporation) at a meeting of the Board called and held for
        the
        purpose (after reasonable notice to the Employee), finding that, in the good
        faith opinion of the Board, the Employee’s conduct constituted Just Cause and
        specifying the particulars thereof. The date on which the copy of such
        resolution is given to the Employee shall be the effective date of any
        termination pursuant to this section 11.1.

       

      11.2. Termination
        of Employment Without Just Cause or for Good Reason.
        If at
        any time within 24 months following a Change of Control, the Employee’s
        employment is terminated (i) by the Corporation other than for Just Cause
        or (ii) by the Employee for Good Reason, the following provisions shall
        apply and the provisions of section 9 and section 10 shall not
        apply:

       

      11.2.1. the
        Employee shall be entitled to receive, and the Corporation shall pay to the
        Employee immediately following termination, a cash amount equal to 12 months
        of
        the Basic Salary, less any required statutory deductions and
        withholdings;

       

      11.2.2. the
        Employee shall be entitled to receive, and the Corporation shall pay to the
        Employee, immediately following termination, a cash amount equal to 2.5%
        of her
        annual Basic Salary in lieu of continued benefit coverage; and

       

      11.2.3. if
        at the
        date of termination of the Employee’s employment, the Employee holds options for
        the purchase of shares under a share option plan or otherwise, all options
        so
        held shall, notwithstanding the terms of the Corporation’s share option plan or
        of the agreement governing the Employee’s options, (i) immediately vest to
        the extent they have not already vested at such date; and (ii) (A) for
        a period of two years following the Employee’s date of termination continue to
        be held on the same terms and conditions as if the Employee continued to
        be
        employed by the Corporation or (B) if the Employee so elects in writing
        within 90 days after the date of termination, be purchased by the Corporation
        at
        a cash purchase price equal to the amount by which the aggregate “fair market
        value” of the shares subject to such options exceeds the aggregate option price
        for such shares, provided that for this purpose, “fair market value” means the
        higher of (i) the weighted average of the closing prices for the shares of
        the
        same class of the Corporation on the principal securities exchange (in terms
        of
        volume of trading) on which such shares are listed at the time of termination
        for each of the last ten days prior to such time on which such shares traded
        on
        such securities exchange and (ii) if the Change of Control involved the purchase
        and sale of such shares, the average value of the cash consideration paid
        to the
        shareholders of the Corporation in connection with the transactions resulting
        in
        the Change of Control.

       

      For
        purposes of this Agreement, the Employee’s employment shall be deemed to have
        been terminated following a Change of Control by the Corporation without
        Just
        Cause or by the Employee with Good Reason, if: (i) the Employee’s employment is
        terminated by the Corporation without Just Cause prior to a Change of Control
        and such termination was at the request or direction of a Person who has
        entered
        into an agreement with the Corporation or any shareholder of the Corporation,
        the consummation of which would constitute a Change of Control; (ii) the
        Employee terminates her employment with Good Reason prior to a Change of
        Control
        and the circumstance or event which constitutes Good Reason occurs at the
        request or direction of a Person who has entered into an agreement with the
        Corporation or any shareholder of the Corporation, the consummation of which
        would constitute a Change of Control; or (iii) the Employee’s employment is
        terminated by the Corporation without Just Cause prior to a Change of Control
        and the Employee reasonably demonstrates that such termination is otherwise
        in
        connection with, or in anticipation of, a Change of Control which actually
        occurs.

       

      For
        greater certainty, this section 11.2 does
        not
        apply in the event of the termination of the employment of the Employee:
        (i) as
        a result of death, Disability or Retirement of the Employee, (ii) by the
        Corporation for Just Cause or (iii) by the Employee without Good Reason. If the
        Employee or the Corporation intends to terminate the Employee’s employment as
        contemplated in this section 11,
        the
        party having such intention shall, in accordance with the provisions of
        section 18
        hereof,
        give the other notice thereof.

       

      
        	
                12.

              	
                No
                  Obligation to Mitigate

              


      

       

      The
        Employee shall not be required to mitigate any damages or losses arising
        from
        any termination of this Agreement by seeking other employment or otherwise,
        nor
        (except as specifically provided herein) shall the amount of any payment
        provided for in this Agreement be reduced by any compensation earned by the
        Employee as a result of employment by another employer after termination
        or
        otherwise.

       

      
        	
                13.

              	
                Non-Competition

              


      

       

      The
        Employee shall not, either during the Employment Period or the Restricted
        Period, within Canada or the United States of America, directly or indirectly,
        in any manner whatsoever, including, without limitation, individually, or
        in
        partnership, jointly or in conjunction with any other Person, or as an employee,
        principal, agent, director or shareholder:

       

      
        	(i)  	
                be
                  engaged in any undertaking;

              


      

       

      
        	(ii)  	
                have
                  any financial or other interest (including an interest by way of
                  royalty
                  or other compensation arrangements) in, or in respect of, the business
                  of
                  any Person which carries on a business;
                  or

              


      

       

      
        	(iii)  	
                advise,
                  lend money to or guarantee the debts or obligations of, or permit
                  the use
                  of the Employee’s name or any parts thereof, by any Person which carries
                  on a business; 

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      which
        is
        the same as, or substantially similar to, or which competes with or would
        compete with, the business carried on by the Corporation or any of its
        Subsidiaries during the Employment Period or at the end thereof.

       

      Notwithstanding
        the foregoing, nothing herein shall prevent the Employee from owning not
        more
        than 5% of the issued and outstanding shares of a corporation, the shares
        of
        which are listed on a recognized stock exchange or traded in the
        over-the-counter market in Canada or the United States, which carries on
        a
        business which is the same as, or substantially similar to, or which competes
        with or would compete with, the business of the Corporation or any of its
        Subsidiaries.

       

      
        	
                14.

              	
                No
                  Solicitation of Customers or
                  Patients

              


      

       

      The
        Employee shall not, either during the Employment Period or the Restricted
        Period, directly or indirectly, solicit or attempt to solicit any patients
        or
        customers of the Corporation or any of its Subsidiaries for the purpose of
        selling to any patients or customers of the Corporation any products or services
        which are the same as or substantially similar to, or in any way competitive
        with, the products or services sold by the Corporation or any of its
        Subsidiaries during the Employment Period or at the end thereof, as the case
        may
        be. 

       

      
        	
                15.

              	
                No
                  Solicitation of
                  Employees

              


      

       

      The
        Employee shall not, either during the Employment Period or the Restricted
        Period, directly or indirectly, employ or retain as an independent contractor
        any employee of the Corporation or any of its Subsidiaries or induce or solicit,
        or attempt to induce or solicit, any such person to leave his/her
        employment.

       

      
        	
                16.

              	
                Confidentiality

              


      

       

      The
        Employee shall not, either during the Employment Period or at any time
        thereafter, directly or indirectly, use or disclose to any Person any
        Confidential Information, provided, however, that nothing in this section
        16
        shall preclude the Employee from disclosing or using Confidential Information
        if:

       

      16.1. the
        Confidential Information is available to the public or in the public domain
        at
        the time of such disclosure or use, without breach of this Agreement;
        or

       

      16.2. disclosure
        of the Confidential Information is required to be made by any law, regulation
        or
        governmental body or authority or by court order. 

       

      The
        Employee acknowledges and agrees that the obligations under this section
        16 are
        to remain in effect in perpetuity and shall exist and continue in full force
        and
        effect, notwithstanding any breach or repudiation, or alleged breach or
        repudiation, by the Corporation of this Agreement.

       

      
        	
                17.

              	
                Remedies

              


      

       

      The
        Employee acknowledges that a breach or threatened breach by the Employee
        of the
        provisions of any of sections 13 to 16 inclusive will result in the
        Corporation and its shareholders suffering irreparable harm which is not
        capable
        of being calculated and which cannot be fully or adequately compensated by
        the
        recovery of damages alone. Accordingly, the Employee agrees that the Corporation
        shall be entitled to interim and permanent injunctive relief, specific
        performance and other equitable remedies, in addition to any other relief
        to
        which the Corporation may become entitled.

       

      
        	
                18.

              	
                Notices

              


      

       

      Any
        notice or other communication required or permitted to be given hereunder
        shall
        be in writing and shall be given by prepaid first-class mail, by facsimile
        or
        other means of electronic communication or by hand delivery as hereinafter
        provided, except that any notice of termination by the Corporation under
        section
        9 or section 11
        shall be
        hand delivered or given by registered mail. Any such notice or other
        communication, if mailed by prepaid first-class mail at any time, other than
        during a general discontinuance of postal service due to strike, lockout
        or
        other reason, shall be deemed to have been received on the fourth Business
        Day
        after the post-marked date thereof or, if mailed by registered mail, shall
        be
        deemed to have been received on the day such mail is delivered by the post
        office or, if sent by facsimile or other means of electronic communication,
        shall be deemed to have been received on the Business Day following the sending
        or, if delivered by hand shall be deemed to have been received at the time
        it is
        delivered to the applicable address noted below either to the individual
        designated below or to an individual at such address having apparent authority
        to accept deliveries on behalf of the addressee. Notice of change of address
        shall also be governed by this section 18. In the event of a general
        discontinuance of postal service due to strike, lock-out or other reason,
        notices or other communications shall be delivered by hand or sent by facsimile
        or other means of electronic communication and shall be deemed to have been
        received in accordance with this section 18. Notices and other communications
        shall be addressed as follows:

       

      
        	 	
                a)

              	
                if
                  to the Employee:

              


      

       

      Suh
        Kim

      417-40
        Homewood Avenue

      Toronto,
        Ontario

      M4Y
        2K2

      


      


      
        	 	
                b)

              	
                if
                  to the Corporation:

              


      

       

      OccuLogix,
        Inc.

      2600
        Skymark Avenue, Bldg. 9, Suite 201

      Mississauga,
        Ontario

      L4W
        5B2

      


      Attention: Chairman
        and Chief Executive Officer

      Telecopier
        number: (905)
        602-7623

       

      
        	
                19.

              	
                Headings

              


      

       

      The
        inclusion of headings in this Agreement is for convenience of reference only
        and
        shall not affect the construction or interpretation hereof.

       

      
        	
                20.

              	
                Invalidity
                  of Provisions

              


      

       

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

      
        5

        
          

        

      

       

      
        	
                21.

              	
                Entire
                  Agreement

              


      

       

      This
        Agreement constitutes the entire agreement between the parties pertaining
        to the
        subject matter of this Agreement. This Agreement supersedes and replaces
        all
        prior agreements, if any, written or oral, with respect to the Employee’s
        employment by the Corporation and any rights which the Employee may have
        by
        reason of any such prior agreement or by reason of the Employee’s prior
        employment, if any, by the Corporation. There are no warranties, representations
        or agreements between the parties in connection with the subject matter of
        this
        Agreement except as specifically set forth or referred to in this Agreement.
        No
        reliance is placed on any representation, opinion, advice or assertion of
        fact
        made by the Corporation or its directors, officers and agents 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.

       

      
        	
                22.

              	
                Waiver,
                  Amendment

              


      

       

      Except
        as
        expressly provided in this Agreement, no amendment or waiver of this Agreement
        shall be binding unless executed in writing by the party to be bound thereby.
        No
        waiver of any provision of this Agreement shall constitute a waiver of any
        other
        provision, nor shall any waiver of any provision of this Agreement constitute
        a
        continuing waiver unless otherwise expressly provided.

       

      
        	
                23.

              	
                Currency

              


      

       

      All
        amounts in this Agreement are stated and shall be paid in Canadian
        currency.

       

      
        	
                24.

              	
                Employers
                  and Employees Act
                  Not to Apply

              


      

       

      The
        Corporation and the Employee agree that section 2 of the Employers
        and Employees Act
        (Ontario) shall not apply to, or in respect of, this Agreement or the employment
        of the Employee hereunder.

       

      
        	
                25.

              	
                Governing
                  Law

              


      

       

      This
        Agreement shall be governed by, and construed in accordance with, the laws
        of
        the Province of Ontario and the laws of Canada applicable therein.

       

      
        	
                26.

              	
                Counterparts

              


      

       

      This
        Agreement may be signed in counterparts and each of such counterparts shall
        constitute an original document, and such counterparts, taken together, shall
        constitute one and the same instrument.

       

      
        	
                27.

              	
                Acknowledgment

              


      

       

      The
        Employee acknowledges that:

       

      27.1. the
        Employee has had sufficient time to review and consider this Agreement
        thoroughly; 

       

      27.2. the
        Employee has read and understands the terms of this Agreement and the Employee’s
        obligations hereunder; 

       

      27.3. the
        Employee has been given an opportunity to obtain independent legal advice,
        or
        such other advice as the Employee may desire, concerning the interpretation
        and
        effect of this Agreement; and

       

      27.4. this
        Agreement is entered into voluntarily and without any pressure, and the
        Employee’s continued employment, if applicable, has not been made conditional
        upon execution of this Agreement by the Employee. 

       

       

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

       

       

                                                                                                               OccuLogix,
        Inc.

       

                                                                                                               By:
        /s/ Elias Vamvakas

                                                                                                                     
        ________________________________________

                                                                                                             
        Elias Vamvakas

                                                                                                             
        Chairman and Chief Executive Officer

       

       

      Witness

      )

      )

      )

      )

      )

      )

      )

                                                                                
            
)                                                                                                                       
/s/ Suh Kim

      __________________________________
        )                                                                                                                       
___________________________________________

      )                                                                                         
        Suh
        Kim

      



      
        
          
            


             

          

          
          

        

        
          6

          
            

          

        

        
          
          

          
             

             

          

        

      



      SCHEDULE
        5.2

       

      Bonus
        Remuneration

       

      


       

      In
        respect of each Year of Employment during the Employment Period, the Employee
        shall be entitled to receive a maximum of 25% of her Basic Salary as bonus
        remuneration based upon performance criteria agreed upon by the Chairman
        and
        Chief Executive Officer and approved by the Compensation Committee of the
        Board.


       

      


       

      


      
        
          
          

        

        
          7

          
            

          

        

         

         

         

         

      

      SCHEDULE
        5.3

       

      


       

      Stock
        Options

       

      


       

      The
        Employee shall be entitled to receive options to purchase 100,000 shares
        under
        the terms and conditions set forth in the time-based Stock Option Notice
        and
        Agreement (a copy of which is attached hereto as Schedule “A”) and the
        Corporation’s 2002 Stock Option Plan. Such stock options will vest at the rate
        of 33 1/3 percent each anniversary of the grant date and will expire on the
        tenth anniversary of the grant date. 

       

      


      
        
          
          

        

        
          8