Exhibit 10.29


    
      
        

      


      2005
        MEMORANDUM for Territory Expansion

      


      This
        2005
        Memorandum for Territory Expansion is made and effective on October 17, 2005
        (hereinafter called “EFFECTIVE DATE”), by and between ASAHI KASEI MEDICAL CO.,
        LTD., a corporation organized and existing under the laws of Japan, with
        its
        principal place at 9-1, Kanda Mitoshirocho, Chiyoda-ku, Tokyo, Japan
        (hereinafter called “ASAHI”), and OCCULOGIX, INC., a corporation organized and
        existing under the laws of the State of Delaware, the United States of America,
        with its principal place at 612 Florida Avenue, Palm Harbor, Florida 34683,
        the
        United States of America (hereinafter called “OCCULOGIX”), with respect to the
        DISTRIBUTORSHIP AGREEMENT made on December 31, 2001 (hereinafter called
“AGREEMENT”), CONSENT TO ASSIGNMENT CONTRACT made on July 25, 2002, 2003
        MEMORANDUM made on October 30, 2003, and 2004 MEMORANDUM made on July 28,
        2004.

      


      WITNESSETH

      


      WHEREAS,
        OCCULOGIX desires to add some countries to its current Territory defined
        in
        AGREEMENT and to sell more Product defined in AGREEMENT.

      


      WHEREAS,
        ASAHI recognizes that OCCULOGIX has a potential for selling the Product and
        is
        applicable as a distributor for the Product in the Territory. ASAHI is desirous
        that more Product will be sold in the Territory.

      


      NOW,
        THEREFORE, both parties shall confirm and agree to the following:

      


      
        	
                1.

              	
                The
                  Exhibit A of AGREEMENT shall be replaced with the Exhibit A of
                  this
                  Memorandum attached hereto.

              


      

      


      
        	
                2.

              	
                AGREEMENT
                  shall be amended to include Exhibits B, C and D attached
                  hereto.

              


      

      


      
        	
                3.

              	
                The
                  Paragraph B of the Article 1 of AGREEMENT shall be replaced with
                  the
                  following:

              


      

      “Territory”
        shall mean the countries or areas set forth in the Exhibit B, C and D attached
        hereto. 

      


      
        	
                4.

              	
                The
                  Paragraph 2.1 of AGREEMENT shall be replaced with the
                  following:

              


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      
        	 	
                2.1.1

              	
                ASAHI
                  hereby appoints OCCULOGIX as its exclusive distributor in the Territory-1
                  for the sale of the Product solely used for the Treatment Disease,
                  provided, however, that OCCULOGIX obtains the FDA approval and
                  other
                  necessary approvals in the Territory-1 according to the Article
                  7.1.1,
                  7.2, 7.3, 7.4, 7.5, 7.6, and 7.7 of this Agreement. OCCULOGIX agrees
                  to
                  act as such exclusive distributor under the terms and conditions
                  of this
                  Agreement.

              


      

      
        
          	 	
                  2.1.2

                	
                  ASAHI
                    hereby appoints OCCULOGIX as its exclusive distributor in the
                    Territory-2
                    for the sale of the Product solely used for the Treatment Disease,
                    provided, however, that OCCULOGIX obtains the necessary approvals
                    in the
                    Territory-2 according to the Article 7.1.2, 7.4, 7.5, 7.6, and
                    7.7 of this
                    Agreement. OCCULOGIX agrees to act as such exclusive distributor
                    under the
                    terms and conditions of this
                    Agreement.

                


        

        
          	 	
                  2.1.3

                	
                  ASAHI
                    hereby appoints OCCULOGIX as its non-exclusive distributor in
                    the
                    Territory-3 for the sale of Product solely used for the Treatment
                    Disease,
                    provided, however, that OCCULOGIX obtains necessary regulatory
                    approvals
                    in the Territory-3 according to the Article 7.1.3, 7.4, 7.5,
                    7.6 and 7.7
                    of this Agreement. OCCULOGIX agrees to act as such non-exclusive
                    distributor under the terms and conditions of this
                    Agreement.

                


        

         

      

      
        	
                5.

              	
                The
                  Paragraph 2.4 of AGREEMENT shall be replaced with the
                  following:

              


      

      
        
          	 	
                  2.4

                	
                  OCCULOGIX
                    shall not represent, market, or sell any similar to or competitive
                    products with Product in the Territory-1 and Territory-2 during
                    the term
                    of this Agreement.

                


        

      

       

      
        	
                6.

              	
                The
                  Paragraph 2.7 of AGREEMENT shall be replaced with the
                  following:

              


      

      
        
          	 	
                  2.7

                	
                  OCCULOGIX
                    shall make its best efforts that public and private medical insurance
                    reimbursement shall be applied for the Treatment Disease using
                    the Product
                    in the Territory-1. Occulogix shall also make the commercially
                    reasonable
                    efforts that public and private medical insurance reimbursement
                    shall be
                    applied for the Treatment Disease using the Product in the Territory-2
                    and
                    Territory-3.

                


        

      

       

      
        	
                7.

              	
                The
                  Paragraph 3.1 of AGREEMENT shall be replaced with the
                  following:

              


      

      
        	 	
                3.1.1

              	
                OCCULOGIX
                  shall purchase the Product from ASAHI in the Territory-1 in not
                  less than
                  the quantities described in the Exhibit B attached
                  hereto.

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        	 	
                3.1.2

              	
                OCCULOGIX
                  shall purchase the Product from ASAHI in the Territory-2 in not
                  less than
                  the quantities described in the Exhibit C attached
                  hereto.

              


      

      
        
          	 	
                  3.1.3

                	
                  OCCULOGIX
                    shall make its best efforts to purchase from ASAHI in the Territory-3
                    the
                    target quantities of Product described in the Exhibit D attached
                    hereto:

                


        

         

      

      
        	
                8.

              	
                The
                  Paragraph 7.1 of AGREEMENT shall be replaced with the
                  following:

              


      

      
        	 	
                7.1.1

              	
                OCCULOGIX
                  shall be responsible, at its own costs and expenses, for obtaining
                  and
                  maintaining the FDA and all other applicable approvals and validations
                  for
                  marketing, sales and use of Product for the Treatment Disease in
                  the
                  Territory-1 under the name of ASAHI by the end of December 2006.
                  If the
                  above approvals cannot be obtained by such day and year, OCCULOGIX
                  shall
                  consult with ASAHI and attempt to reach a mutual acceptable resolution.
                  Despite consultation, if both parties cannot find a mutual acceptable
                  resolution, ASAHI may delete Product from this Agreement upon six
                  (6)
                  months prior written notice to
                  OCCULOGIX.

              


      

      
        	 	
                7.1.2

              	
                OCCULOGIX
                  shall be responsible, at its own costs and expenses, for obtaining
                  and
                  maintaining all the applicable approvals and validations for marketing,
                  sales and use of Product for the Treatment Disease in the Territory-2
                  under the names of ASAHI by the end of December 2010. If the above
                  approvals cannot be obtained by such day and year, OCCULOGIX shall
                  consult
                  with ASAHI and attempt to reach a mutually acceptable resolution.
                  Despite
                  consultation, if both parties cannot find a mutually acceptable
                  resolution, ASAHI may delete Product from this Agreement, upon
                  six (6)
                  months’ prior written notice to OCCULOGIX, for the country or countries
                  of
                  the Territory-2 where the above approvals were not
                  obtained.

              


      

      
        
          
            	
                  	7.1.3	
                    OCCULOGIX
                      shall make its best efforts to obtain, with half the costs
                      and expenses
                      shared with ASAHI, all the applicable approvals and validations
                      for
                      marketing, sales and use of Product for the Treatment Disease
                      in the
                      Territory-3 under the name of ASAHI by the end of December
                      2010. If the
                      above approvals cannot be obtained by such day and year, OCCULOGIX
                      shall
                      consult with ASAHI and attempt to reach a mutually acceptable
                      resolution.
                      Despite consultation, if both parties cannot find a mutually
                      acceptable
                      resolution, ASAHI may delete Product from this Agreement for
                      the
                      Territory-3 upon six (6) months’ prior written notice to
                      OCCULOGIX.

                  


          

        

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        	
                9.

              	
                The
                  Paragraph 7.4 of AGREEMENT shall be replaced with the
                  following:

              


      

      
        
          	 	
                  7.4

                	
                  OCCULOGIX
                    shall not be entitled to any compensation from ASAHI even when
                    OCCULOGIX
                    may not obtain the regulatory approvals of Product in the
                    Territory.

                


        

      

      
        
          
            	
                    10.

                  	
                    The
                      Paragraph 7.7 of AGREEMENT shall be replaced with the
                      following:

                  


          

        

      

      
        
          	 	
                  7.7

                	
                  Without
                    limiting any other provision in this Agreement, OCCULOGIX shall
                    fully
                    comply with the regulations of each country in the
                    Territory.

                


        

      

       

      
        
          	
                  11.

                	
                  The
                    Paragraph 8.3 of AGREEMENT shall be replaced with the
                    following:

                


        

        
          	 	
                  8.3

                	
                  OCCULOGIX
                    shall have a right of first refusal over exclusive and non-exclusive
                    distribution rights in the Territory-1, the Territory-2, and
                    the
                    Territory-3 with respect to the Product for the treatment of
                    retinopathy
                    and any other ophthalmic diseases within the scope of hemo-rheological
                    disorders (other than the Treatment
                    Disease).

                


        

        


        
          	
                  12.

                	
                  The
                    Paragraph 18.1 of AGREEMENT shall be replaced with the
                    following:

                


        

        
          	 	
                  18.1

                	
                  Each
                    Territory shall have its own term for the sales right of the
                    Products.
                    Details shall be described in the Exhibit B attached
                    hereto.

                


        

        


        
          	
                  13.

                	
                  The
                    Paragraph 19.3 of AGREEMENT shall be replaced with the
                    following:

                


        

        
          	 	
                  19.3

                	
                  If
                    OCCULOGIX fails to fulfill the provisions stipulated in the Paragraph
                    3.1.1 and 3.1.2 of this Agreement, ASAHI may, at its option,
                    modify the
                    exclusive right granted to OCCULOGIX hereunder to a non-exclusive
                    right.

                


        

      

      


      IN
        WITNESS WHEREOF, the both parties hereto have caused this Memorandum to be
        executed by their authorized representatives written as below:


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      Signed
        and agreed by

       

      
        	
                /s/
                  Yasuyuki Yoshida

              	 	
                /s/
                  Elias Vamvakas

              
	
                Yasuyuki
                  Yoshida 

              	 	
                Elias
                  Vamvakas

              
	
                President

              	 	
                Chief
                  Executive Officer

              
	
                ASAHI
                  KASEI MEDICAL CO., LTD.

              	 	
                OCCULOGIX,
                  INC.

              
	 	 	 
	
                Date:
                  October 17, 2005

              	 	
                Date:
                  October 17, 2005

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      Exhibit
        A

       

      Product

      First
        filter: Plasmaflo OP-05W(L)

      


      Second
        filter: Rheofilter AR-2000, or 

      new
        or
        improved Rheofilter which ASAHI designates in writing

      


      Product
        means the set of the above first filter and second filter which is used together
        for the Treatment Disease.

       

       

      
        	 	
                /s/
                  Jun-ichi Shirokaze

              
	 	
                Jun-ichi
                  Shirokaze

              
	 	
                Director

              
	 	
                ASAHI
                  KASEI MEDICAL CO.,Ltd.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      Exhibit
        B

      


      Territory

      Collectively
        the following “Territory-1” in Exhibit B, “Territory-2” in Exhibit C and
“Territory-3” in Exhibit D 

      


      Territory-1

      United
        States of America, Canada, United Mexican States, Commonwealth of The Bahamas,
        Dominican Republic, Republic of Haiti, Puerto Rico, Jamaica, Antigua and
        Barbuda, Commonwealth of Dominica, Barbados, Republic of Trinidad and Tobago,
        Grenada, Saint Thomas, Saint Lucia, Saint Christopher and Nevis, Saint Vincent
        and the Grenadines, Caicos Islands, Virgin Islands of the United States of
        America

      


      Minimum
        purchase requirement:

      First
        year: 9,000 sets of First and Second filter

      Second
        year: 15,000 sets of First and Second filter

      Third
        year: 22,500 sets of First and Second filter

      


      The
        above
        minimum purchase quantities shall be effective from six (6) months after
        OCCULOGIX obtains the FDA approval of Product. The
        minimum purchase quantities for the Fourth year shall be discussed and
        determined immediately after the term of the First year by mutual consent,
        but
        shall not be less than that of the previous year. The minimum purchase
        quantities for the Fifth year shall be discussed and determined immediately
        after the term of the Second year by mutual consent, but shall not be less
        than
        that of the previous year. This same method shall be used in the Sixth year
        and
        thereafter, for the determination of future minimum purchase quantities,
        such
        that minimum purchase quantities are always fixed for three years.

      


      Term:

      OCCULOGIX’
        sales right of Product in the Terriroty-1 shall be valid from December 31,
        2001,
        until ten (10) years after the date of FDA approval of Product for the Treatment
        Disease, unless terminated prior to such expiration date by either party,
        as
        provided herein, and shall automatically be renewed for additional and
        successive one (1) year term unless ASAHI or OCCULOGIX gives the other written
        notice of its intention to terminate this Agreement at least six (6) months
        prior to the expiration date of the term then in effect. 


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      
        	
                /s/
                  Yasuyuki Yoshida

              	 	
                /s/  
                  Elias Vamvakas

              
	
                Yasuyuki
                  Yoshida

              	 	
                Elias
                  Vamvakas

              
	
                President

              	 	
                Chief
                  Executive Officer

              
	
                ASAHI
                  KASEI MEDICAL CO., LTD.

              	 	
                OCCULOGIX,
                  INC.

              
	
                Date:
                  October 17, 2005

              	 	
                Date:
                  October 17, 2005

              


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      Exhibit
        C

      


      Territory-2
        

      Republic
        of Colombia, Bolivarian Republic of Venezuela, Australia, New
        Zealand

      


      Minimum
        purchase requirement:

      Republic
        of Colombia

      Jan.
        1,
        2006 - Dec. 31, 2006: 0 set of First and Second filter

      Jan.
        1,
        2007 - Dec. 31, 2007: 300 sets of First and Second filter

      Jan.
        1,
        2008 - Dec. 31, 2008: 500 sets of First and Second filter

      


      Bolivarian
        Republic of Venezuela

      Jan.
        1,
        2006 - Dec. 31, 2006: 0 set of First and Second filter

      Jan.
        1,
        2007 - Dec. 31, 2007: 300 sets of First and Second filter

      Jan.
        1,
        2008 - Dec. 31, 2008: 500 sets of First and Second filter

      


      Australia
        and New Zealand

      Jan.
        1,
        2006 - Dec. 31, 2006: 0 sets of First and Second filter

      Jan.
        1,
        2007 - Dec. 31, 2007: 300 sets of First and Second filter

      Jan.
        1,
        2008 - Dec. 31, 2008: 500 sets of First and Second filter

      


      The
        minimum purchase quantities for the year 2009 and 2010 shall be discussed
        and
        determined at the beginning of the year 2008 by mutual consent, but shall
        not be
        less than each of the previous year.

      


      Term:

      OCCULOGIX’
        sales right of Product in the Terriroty-2 shall be valid from EFFECTIVE DATE
        through December 31, 2010.

       

      
        	
                /s/
                  Yasuyuki Yoshida

              	 	
                /s/  
                  Elias Vamvakas

              
	
                Yasuyuki
                  Yoshida

              	 	
                Elias
                  Vamvakas

              
	
                President

              	 	
                Chief
                  Executive Officer

              
	
                ASAHI
                  KASEI MEDICAL CO., LTD.

              	 	
                OCCULOGIX,
                  INC.

              
	
                Date:
                  October 17, 2005

              	 	
                Date:
                  October 17, 2005

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      Exhibit
        D

      


      Territory-3
        

      Republic
        of Italy

      


      Target
        purchase quantity:

      Republic
        of Italy

      Jan.
        1,
        2006 - Dec. 31, 2006: 200 sets of First and Second filter

      Jan.
        1,
        2007 - Dec. 31, 2007: 500 sets of First and Second filter

      Jan.
        1,
        2008 - Dec. 31, 2008: 1,000 sets of First and Second filter

      


      The
        target purchase quantities for the year 2009 and 2010 shall be discussed
        and
        determined at the beginning of the year 2008 by mutual consent. 

      


      Term:

      OCCULOGIX’
        sales right of Product in the Terriroty-3 shall be valid from EFFECTIVE DATE
        through December 31, 2010.

       

       

      
        	
                /s/
                  Yasuyuki Yoshida

              	 	
                /s/  
                  Elias Vamvakas

              
	
                Yasuyuki
                  Yoshida 

              	 	
                Elias
                  Vamvakas

              
	
                President

              	 	
                Chief
                  Executive Officer

              
	
                ASAHI
                  KASEI MEDICAL CO., LTD.

              	 	
                OCCULOGIX,
                  INC.

              
	
                Date:
                  October 17, 2005

              	 	
                Date:
                  October 17, 2005

              


      

       

      10