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                                                                   Exhibit 10.22


                                SUPPLY AGREEMENT

      THIS SUPPLY AGREEMENT (the "Agreement") is entered into as of January 4,
2002, by and between AKORN, INC. a Louisiana corporation with its principal
offices at 2500 Millbrook Drive, Buffalo Grove, Illinois 60089 ("AKORN") and
NOVADAQ TECHNOLOGIES, INC., a Canadian corporation with its principal place of
business at 924 The East Mall, Suite 100, Toronto, Canada M9B 6K1 ("NOVADAQ").
AKORN and NOVADAQ may each be referred to herein individually as a "Party" and
collectively as the "Parties."

In consideration of the mutual premises, covenants and conditions contained in
this Agreement, the Parties agree as follows:

1. DEFINITIONS

      As used in this Agreement, the following terms shall have the following
      respective meanings:

      "ACCEPTABLE PRODUCT" shall have the meaning set forth in Section 5.1
      hereof.

      "AFFILIATE" shall mean, in the case of either Party, any corporation,
      joint venture, or other business entity, which directly or indirectly
      controls, is controlled by, or is under common control with that Party.
      "Control", as used in this definition, shall mean having the power to
      direct, or cause the direction of, the management and policies of an
      entity, whether through ownership of voting securities, by contract or
      otherwise. Notwithstanding the foregoing, for purposes of this Agreement,
      the term "Affiliate" shall not include subsidiaries in which a Party or
      its Affiliates owns a majority of the ordinary voting power to elect a
      majority of the board of directors but is restricted from electing such
      majority by contract or otherwise, until such time as such restrictions
      are no longer in effect.

      "AKORN KNOW-HOW" shall mean all proprietary technical and clinical
      information, data and know-how relating to the manufacture of the Product,
      whether or not patentable, owned or controlled, as of the Effective Date
      or acquired during the term of this Agreement, by AKORN or its Affiliates.
      AKORN Know-How shall include, without limitation, all processes, formulas,
      discoveries and inventions whether relating to biological, chemical,
      pharmacological, toxicological, pharmaceutical, physical and analytical
      safety or quality control data. The term "AKORN Know-How", however, shall
      not include (i) any know-how, processes, information and data which is, as
      of the Effective Date or later becomes, generally available to the public
      or (ii) any general manufacturing know-how not specific to the Product.

      "CALENDAR QUARTER" shall mean the respective periods of three (3)
      consecutive calendar months ending on March 31, June 30, September 30 or
      December 31, for so long as this Agreement is in effect.

      "CERTIFICATE OF ANALYSIS" shall mean the certificate for each batch of
      Product delivered hereunder in the form contemplated by Section 3.1 of
      this Agreement.
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      "cGMP" shall mean current good manufacturing practices of the FDA,
      including compliance with the FD&C Act, 21 C.F.R. parts 210 and 211 and
      all applicable FDA rules, regulations, policies and guidelines in effect
      at a given time.

      "COMMERCIALLY REASONABLE EFFORTS" shall mean efforts and resources
      normally used by a Party for a compound or product owned by it or to which
      it has rights, which is of similar market potential at a similar stage in
      its product life, taking into account the competitiveness of the
      marketplace, the proprietary position of the compound or product, the
      regulatory structure involved, the profitability of the applicable
      products, and other relevant factors.

      "DOLLARS" AND "$" shall mean lawful money of the United States unless
      otherwise indicated.

      "EFFECTIVE DATE" shall mean January 4, 2002.

      "FDA" shall mean the United States Food and Drug Administration, and any
      successor thereto.

      "FD&C ACT" shall mean the United States Federal Food, Drug and Cosmetic
      Act, as amended.

      "HPB" shall mean the Health Protection Branch of Health Canada or any
      successor or replacement entities thereof.

      "GOVERNMENTAL BODY" shall mean (i) any domestic or foreign national,
      federal, provincial, state, municipal or other government or body, (ii)
      any international or multilateral body, (iii) any subdivision, ministry,
      department, secretariat, bureau, agency, commission, board,
      instrumentality or authority of any of the foregoing governments or
      bodies, (iv) any quasi-governmental or private body exercising any
      regulatory, expropriation or taxing authority under or for the account of
      any of the foregoing governments or bodies, or (v) any domestic, foreign,
      international, multilateral, or multinational judicial, quasi-judicial,
      arbitration or administrative court, grand jury, tribunal, commission,
      board or panel or other regulatory or governmental authority.

      "ICG" shall mean indocyanine green complying with the specifications of
      U.S. Pharmacopoeia 24 and FDA approved NDA.

      "INDICATIONS" means NOVADAQ's use of ICG-C for angiography of arteries,
      carotid arteries, intracranial vasculature, AV fistulas and the peripheral
      vasculature, for the diagnosis and treatment of age-related macular
      degeneration utilizing U.S. Patents #5,279,298 and #5,394,199 and all
      corresponding foreign patents that are licensed by NOVADAQ from Johns
      Hopkins University, or any other patents and technologies derived from the
      foregoing patents, outside of the United States ("AMD"), and for such
      other applications as may be mutually agreed to by the Parties.

      "MATERIAL BREACH" means, in the case of AKORN, a breach of subsections
      3(i), 3(ii), 3(iii) or 3(iv) of the Settlement and Mutual Release or any
      failure by AKORN to supply, either directly or through Third Parties,
      ICG-C in accordance with the terms and conditions of this Agreement,
      including the specifications, where such failure shall continue for three
      months and shall not be the result of a Material Breach of this Agreement
      by NOVADAQ, or an event of force majeure as described in Section 12.1. In


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      the case of NOVADAQ, "Material Breach" means the failure to make payment
      or a series of payments of a minimum value of $50,000 or more, subject to
      the terms of paragraph 12.9 hereof;

      "PERMITTED MANUFACTURERS" shall have the meaning set forth in Section 2.2
      hereof.

      "PRODUCT" or "ICG-C" shall mean a human pharmaceutical product, of which
      ICG is the sole active ingredient, and which conforms to the
      Specifications and which is used in accordance with, or for the purposes
      of, the Regulatory Approvals.

      "REGULATORY APPROVALS" shall mean all (i) authorizations by the
      appropriate Regulatory Authorities which are required for the marketing,
      promotion, pricing and sale of the Product in the Territory, and (ii) new
      drug applications ("NDAs") for the use of the Product in the Territory, as
      applicable, for the Indications.

      "REGULATORY AUTHORITY" shall mean any national, supra-national, regional,
      state or local regulatory agency, department, bureau, commission, council
      or other governmental entity in the Territory involved in the granting of
      Regulatory Approval for the Product, including, without limitation, the
      FDA and the HPB.

      "SETTLEMENT AND MUTUAL RELEASE" shall mean the Settlement and Mutual
      Release between AKORN and NOVADAQ dated January 4, 2002.

      "SPECIFICATIONS" shall mean the specifications for or concerning the
      manufacturing, testing, packaging and shipping of the Product as set forth
      in the Schedule A hereto, or as may be agreed upon by the Parties in
      writing from time to time.

      "STORAGE PROTOCOL" shall mean that procedure and protocol prepared by
      AKORN for the storage of Product, as such procedures and protocols shall
      be amended from time to time.

      "TERM" shall have the meaning set forth in Section 10.1 hereof.

      "TERRITORY" shall mean the world, except in the case of NOVADAQ's Use for
      the treatment of AMD, "Territory" shall mean the world excluding the
      United States of America.

      "THIRD PARTY(IES)" shall mean any person(s) or party(ies) other than
      AKORN, NOVADAQ or their respective Affiliates.

2. SUPPLY OF PRODUCT

      2.1   OBLIGATION TO SUPPLY. Subject to the provisions of this Agreement,
            after the Effective Date and during the Term of this Agreement,
            AKORN shall manufacture, or contract with Third Parties to have
            manufactured, exclusively for and supply to NOVADAQ, Product for use
            by NOVADAQ, its Affiliates or its permitted sub-licensees in the
            Territory, and NOVADAQ shall exclusively purchase from AKORN its
            entire requirements of Product for use in the Territory, in each
            case for the Indications now or hereafter subject to this Agreement.
            Prior to the Effective Date, AKORN shall supply NOVADAQ's
            requirements for ICG-C for all clinical and pre-clinical trials on
            the same terms as provided herein. All Product supplied under this
            Agreement is to be supplied in finished form, as specified in
            NOVADAQ's purchase orders placed with AKORN pursuant to


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            Section 2.4 below. AKORN acknowledges NOVADAQ's ownership of all
            rights in and to the Product and agrees not to sell or supply
            Product to any Third Party without the express written consent of
            NOVADAQ.

      2.2   SUBCONTRACTING. For Product intended by NOVADAQ for sale in the
            U.S., AKORN may subcontract or assign any part of its manufacturing
            and supply obligations hereunder to any facility approved by FDA for
            the manufacture of the Product, provided, however, that AKORN shall
            notify NOVADAQ prior to transferring any manufacturing and supply
            obligations to a subcontractor or assignee other than SP
            Pharmaceutical, Inc. 4272 Ballon Park Road, Albuquerque, NM 87107 or
            Sigma-Aldrich Fine Chemicals 3050 Spruce St., St. Louis, MO 63103.
            For Product intended by NOVADAQ for sale outside the U.S., AKORN may
            subcontract or assign any part of its manufacturing and supply
            obligations hereunder to any facility approved by the relevant
            Regulatory Authority for the manufacture of the Product. AKORN shall
            provide NOVADAQ documentation demonstrating that any subcontractor's
            or assignee's facility has been approved by the FDA (for Product
            intended for sale in the U.S.) or the relevant Regulatory Authority
            (for Product intended for sale outside the U.S.) for the manufacture
            of the Product.

      2.3   FORECASTS.

            2.3.1 ROLLING FORECASTS. Throughout the term of this Agreement,
                  NOVADAQ shall provide AKORN with a rolling one (1) year
                  forecast (the "Forecast") of its expected purchases of the
                  Product, the mechanism for which shall be as follows:

                  (a)   On or before the Effective Date, NOVADAQ shall have
                        provided AKORN with a written forecast of its expected
                        purchases of the Product for the period extending three
                        (3) Calendar Quarters beyond the Calendar Quarter
                        containing the Effective Date.

                  (b)   Beginning on the date of the first Calendar Quarter
                        following the Effective Date and then on or prior to the
                        first day of each subsequent Calendar Quarter, NOVADAQ
                        shall provide AKORN with an update to its previously
                        submitted Forecast of its expected purchases of the
                        Product. Such update shall consist of a repetition of
                        the previously forecasted three (3) Calendar Quarters
                        along with a newly introduced forecast for the Calendar
                        Quarter subsequent to the last Calendar Quarter
                        previously forecasted.

            2.3.2 AKORN shall provide sixty (60) days written notice to NOVADAQ
                  in the event AKORN determines that it cannot fill an order or
                  meet a forecast. In the event that AKORN is unable to provide
                  NOVADAQ with its requirement for ICG-C, NOVADAQ may obtain the
                  required quantity from an alternative source, but subject to
                  the Termination provisions


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                  hereof, only until such time as AKORN is able to again provide
                  the required quantity. The inability of AKORN to supply
                  amounts or fill orders exceeding the forecast in any quarter
                  by more than 100% shall not be considered a default or breach
                  of this Agreement.

      2.4   SUBMISSION OF PURCHASE ORDERS. From time to time, NOVADAQ shall
            place orders with AKORN, in a format agreed upon by the Parties, for
            the purchase of Product, specifying the quantities of the Product
            desired and the place(s) to which and the manner and dates by which
            delivery is to be made; said delivery dates to be no earlier than
            one hundred twenty (120) calendar days after the purchase order
            date. All purchase orders shall be sent on forms previously reviewed
            by and jointly approved by the Parties and shall be delivered by
            NOVADAQ to the following address or as otherwise instructed by
            AKORN.

                  Akorn, Inc.
                  2500 Millbrook Rd.
                  Buffalo Grove, Illinois
                  Attn: Director of Materials Management
                  Fax: (847) 279-6123

            Purchase orders made in accordance with the provisions of this
            Article 2 shall be deemed to be accepted by AKORN if AKORN has not
            rejected said purchase orders within ten (10) business days of
            receipt of the same. To the extent the terms of any purchase order
            or acknowledgment thereof are inconsistent with the terms of this
            Agreement, the terms of this Agreement shall prevail.

      2.5   DELIVERY. AKORN shall execute all accepted purchase orders
            consistent with this Agreement by delivery F.O.B. to NOVADAQ's
            designated carrier at AKORN's distribution facility of all ordered
            quantities of the Product no later than the delivery dates provided
            in NOVADAQ's purchase orders. Title and risk of loss will pass to
            NOVADAQ when each order of Product is delivered to NOVADAQ's
            designated carrier at AKORN's distribution facility.

      2.6   LABELING. Within thirty (30) days after the Effective Date, NOVADAQ,
            at its own expense, will provide AKORN with NOVADAQ's labeling for
            the Product bearing NOVADAQ's corporate name and trade dress. AKORN,
            at NOVADAQ's expense, will print, either directly or through a Third
            Party, labels and other printed material to be included as part of
            the finished Product. Product manufactured by or for AKORN after
            AKORN's receipt of any new or altered labeling for the Product,
            shall bear such new labeling, provided, however, that AKORN shall
            have no responsibility with respect to the content of such labeling,
            provided the content of the labeling printed by AKORN is the same as
            the content or specification of the labeling provided by NOVADAQ.
            NOVADAQ shall reimburse AKORN for all reasonable costs incurred by
            AKORN in making any modifications to the labeling, branding or
            imprinting, packaging and/or manufacturing processes to accommodate
            NOVADAQ's labeling or to


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            accommodate any other changes requested by NOVADAQ. Such
            reimbursement shall be made pursuant to invoices submitted by AKORN
            to NOVADAQ, which invoices shall be payable within thirty (30) days
            after NOVADAQ's receipt thereof.

3. MANUFACTURE OF PRODUCTS

      3.1   MANUFACTURE OF PRODUCT; CERTIFICATE OF ANALYSIS. AKORN shall, or
            shall cause any Third Party manufacturer contracted by AKORN to
            manufacture the Product to, manufacture the Product in compliance
            with applicable current good manufacturing practices as described in
            21 C.F.R. parts 210 and 211 for ICG-C used in the United States and
            any equivalent provisions enforced by applicable Regulatory
            Authorities for ICG-C used in countries outside the United States.
            All Product supplied by AKORN to NOVADAQ shall materially conform to
            the Specifications. AKORN shall perform, or cause to be performed,
            release testing of each batch of Product, in a manner consistent
            with testing methods agreed upon by the Parties, and AKORN shall
            provide to NOVADAQ a Certificate of Analysis with each shipment of
            the Product to NOVADAQ or its designated recipient stating that the
            Product materially conforms to the Specifications. The Certificate
            of Analysis shall be in a format agreed upon by the Parties.

      3.2   COMPLIANCE WITH LAWS AND REGULATIONS. While the Product is in its
            possession or under its, or its sub-contractor's control, AKORN
            shall comply, or ensure that its subcontractors comply, with all
            applicable federal, state and local statutory and regulatory
            requirements regarding the manufacture, if applicable, packaging,
            handling transportation and storage of the Product.

      3.3   MANUFACTURING DIFFICULTIES. AKORN shall notify NOVADAQ (within 10
            working days) upon any occasion in which AKORN, or any Third Party
            with whom AKORN has contracted for the manufacture of the Product,
            experiences any manufacturing problems in producing the Product
            which AKORN reasonably believes may delay shipment of the Product to
            NOVADAQ. Subject to the provisions of Section 12.1, AKORN shall use
            Commercially Reasonable Efforts to resolve those problems and shall
            keep NOVADAQ fully informed of the status of those efforts. If
            delays are reasonably expected to (or do) cause AKORN to be unable
            to supply Product in accordance with NOVADAQ'S purchase order, then
            NOVADAQ may obtain ICG-C from an alternative source until the supply
            problems are resolved by AKORN.

4. PURCHASE PRICE; TERMS OF PAYMENT.

      4.1   PRICE. NOVADAQ shall purchase from AKORN and AKORN shall sell to
            NOVADAQ Product at a purchase price which shall, at all times,
            equals AKORN's best wholesale price for ICG for the calendar month
            immediately preceding the date of shipment of a Purchase Order,
            adjusted, however, to reflect any volume discounts resulting from
            increases in the amount of Product ordered


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            by NOVADAQ for the Calendar Year in which such Purchase Order is
            received and which are then being offered by AKORN to other Third
            Party purchasers of ICG products.

      4.2   FREIGHT, INSURANCE AND TAXES. NOVADAQ shall pay all actual freight,
            insurance and government sales tax imposed on purchasers for resale,
            and duties and other fees (except tax on income to AKORN) incurred
            in connection with the sale and shipment of the Product to NOVADAQ.

      4.3   PAYMENT. Payments to AKORN for the purchase price of delivered
            Product (as well as any other payment due from NOVADAQ to AKORN
            under this Agreement) shall be made by NOVADAQ within thirty (30)
            days after the date of shipment, except as to Product orders which
            are rejected by NOVADAQ in accordance with the procedures contained
            in Section 5, or which the Parties dispute constitute Acceptable
            Product. In the event Product is rejected by NOVADAQ, but is
            determined to be Acceptable Product pursuant to Section 5.2 hereof,
            the payment for such Product shall be due and payable within ten
            (10) days after the determination with respect to such Product is
            made in accordance with Section 5.2 hereof.

      4.4   MAINTENANCE OF RECORDS; AUDITS. AKORN shall keep complete records of
            its average wholesale cost for ICG product sales and, upon request
            of NOVADAQ, shall permit an independent certified public accountant
            selected by NOVADAQ, that has first executed an appropriate
            confidentiality agreement with AKORN and is reasonably acceptable to
            AKORN, to inspect and review AKORN's records during normal business
            hours and upon reasonable prior notice, but, in any event, no more
            than once per year, in order to verify or determine AKORN's average
            wholesale cost of ICG products. The independent certified public
            accountant selected by NOVADAQ may not disclose to NOVADAQ specific
            sales prices charged to any individual Third Party, but only whether
            or not the average wholesale price for ICG products as reported by
            AKORN is correct. NOVADAQ shall bear the costs and fees associated
            with such inspections and reviews unless it is determined by the
            independent certified public accountant that the average wholesale
            price was incorrect (in excess of five percent (5%)) in which case
            AKORN shall bear the costs and fees of such audit. AKORN shall
            promptly refund to NOVADAQ any overpayments made by NOVADAQ because
            of such unsupported pricing.

5. INSPECTION OF PRODUCT.

      5.1   INSPECTION; REJECTION OF PRODUCT. NOVADAQ shall analyze
            representative samples of each lot of Product delivered to NOVADAQ
            for purposes of determining whether the same meets the
            Specifications ("Acceptable Product") and, if performed, will do so
            within sixty (60) days from the date of delivery of the Product to
            NOVADAQ's carrier. NOVADAQ shall notify AKORN in writing within said
            sixty (60) days of any Product lot, or portion thereof, which


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            NOVADAQ is rejecting because NOVADAQ believes such Product is not
            Acceptable Product. If NOVADAQ fails to so notify AKORN that it is
            rejecting a lot of Product, or portion thereof, within such sixty
            (60) day period, such lot of Product, or portion thereof, shall be
            deemed to be Acceptable Product. Payment terms will still remain net
            thirty days (30). Any Product which is properly rejected in
            accordance with the procedures set forth in this Section 5 for which
            NOVADAQ has already paid shall be replaced in accordance with
            Section 5.3

      5.2   THIRD PARTY ANALYSIS. If AKORN, after good faith consultation with
            NOVADAQ, disputes any finding by NOVADAQ that Product is not
            Acceptable Product, representative samples of the Product shall be
            forwarded for analysis to a suitably qualified independent Third
            Party jointly selected by AKORN and NOVADAQ, in their reasonable
            discretion, which analysis shall be performed in compliance with
            applicable FDA regulations for retesting of pharmaceutical products.
            The findings of such Third Party regarding whether the Product was
            Acceptable Product shall be binding upon the Parties. The cost of
            such analysis by such Third Party shall be borne by the Party whose
            findings differed from those generated by such Third Party
            laboratory.

      5.3   REPLACEMENT OF PRODUCT. AKORN shall replace any Product order, or
            portion thereof, which is not Acceptable Product (unless such
            non-conformance is due to any negligent or wrongful act or omission
            by NOVADAQ or its agents or sub contractors), at AKORN's cost and
            expense, including shipping costs.

      5.4   DISPOSITION OF REJECTED PRODUCT. AKORN shall instruct NOVADAQ as to
            the disposition of any Product order or portion thereof determined
            not to be Acceptable Product. At the sole option of AKORN, said
            Product may be returned to AKORN, at AKORN's expense including
            shipping costs, or destroyed in an environmentally acceptable
            manner, again at AKORN's expense.

6. INSPECTION AND ACCESS TO FACILITY AND RECORDS.

      6.1   INSPECTION BY REGULATORY AUTHORITIES. Upon the request of the FDA or
            other Regulatory Authority, such authority shall have access to
            observe and inspect AKORN's or its Third Party manufacturers'
            facilities and procedures used for the manufacture, testing or
            warehousing of the Product and to audit such facilities for
            compliance with cGMP and/or other applicable regulatory standards.

      6.2   NOTIFICATION OF INQUIRIES. AKORN shall notify NOVADAQ as soon as
            possible, and in any event, within ten (10) days, of any written or
            oral inquiries, notifications or inspection activity by the FDA or
            other Regulatory Authority in regard to or affecting the Product.
            AKORN shall furnish to NOVADAQ (i) within ten (10) business days
            after receipt, any report or correspondence issued by the FDA or
            other Governmental Authority in connection with such visit or
            inquiry, including, but not limited to, any FDA Form 483 (List of
            Inspectional Observations), Establishment Inspection Report or
            applicable portions of any


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            FDA Warning Letters which pertain to the Product in the Territory
            and (ii) not later than ten (10) business days after to the time it
            provides to the FDA or other Regulatory Authority, copies of
            proposed responses or explanations relating to items set forth above
            (each, a "Proposed Response"), in each case redacted of trade
            secrets or other confidential or proprietary information that is
            unrelated to the obligations under this Agreement or are unrelated
            to the Product. After the filing of a response with the FDA or other
            Regulatory Authority, AKORN will notify NOVADAQ of any further
            contacts with such agency relating to the subject matter of the
            response.

7. WARRANTIES AND INDEMNITIES.

      7.1   REPRESENTATIONS AND WARRANTIES OF EACH PARTY. As of the Effective
            Date, each of NOVADAQ and AKORN hereby represents, warrants and
            covenants to the other Party hereto as follows:

                  (a)   It is a corporation duly organized and validly existing
                        under the laws of the state, province or other
                        jurisdiction of its incorporation or formation;

                  (b)   The execution, delivery and performance of this
                        Agreement by such Party has been duly authorized by all
                        requisite corporate action and does not require any
                        shareholder action or approval;

                  (c)   It has the power and authority to execute and deliver
                        this Agreement and to perform its obligations hereunder;

                  (d)   The execution, delivery and performance by such Party of
                        this Agreement and its compliance with the terms and
                        provisions hereof does not and will not conflict with or
                        result in a breach of any of the terms and provisions of
                        or constitute a default under (i) a loan agreement,
                        guaranty, financing agreement, agreement affecting a
                        product or other agreement or instrument binding or
                        affecting it or its property; (ii) the provisions of its
                        charter or operative documents or bylaws; or (iii) any
                        order, writ, injunction or decree of any court or
                        governmental authority entered against it or by which
                        any of its property is bound; and

                  (e)   It shall at all times comply with all applicable
                        material laws and regulations relating to its activities
                        under this Agreement.

      7.2   SETTLEMENT AND MUTUAL RELEASE. The Parties acknowledge the
            Settlement and Mutual Release and confirm and agree that all of the
            terms and conditions thereof shall be incorporated in this Agreement
            to the extent applicable.


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      7.3   PRODUCT WARRANTY. In addition to the representations and warranties
            made by AKORN in Section 7.1 hereof, AKORN represents and warrants
            to NOVADAQ that all Product supplied hereunder will conform to the
            Specifications.

      7.4   DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT FOR THE WARRANTIES
            EXPRESSLY MADE BY AKORN IN SECTIONS 7.1 AND 7.3 HEREOF, AKORN MAKES
            NO OTHER REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED
            (WHETHER WRITTEN OR ORAL), INCLUDING, WITHOUT LIMITATION ANY IMPLIED
            WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OF FITNESS FOR A
            PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS OR AKORN'S
            OBLIGATIONS HEREUNDER. IN ADDITION, BECAUSE AKORN WILL HAVE NO
            CONTROL OVER (A) ANY OTHER PRODUCT OR PROCEDURE OF WHICH THE PRODUCT
            IS A COMPONENT OR IN WHICH THE PRODUCT IS USED, (B) THE CONDITIONS
            UNDER WHICH THE PRODUCT OR ANY OTHER PRODUCT OR PROCEDURE OF WHICH
            THE PRODUCT IS A COMPONENT OR IS USED, (C) THE DIAGNOSIS OF THE
            PATIENTS, OR (D) THE METHODS OF ADMINISTERING OR HANDLING THE
            PRODUCT OR ANY OTHER PRODUCT OR PROCEDURE OF WHICH THE PRODUCT IS A
            COMPONENT OR IS USED AFTER THE PRODUCT LEAVES AKORN'S POSSESSION,
            AKORN DOES NOT WARRANT EITHER A GOOD EFFECT OR AGAINST AN ILL EFFECT
            FOLLOWING THE USE OF THE PRODUCT OR ANY OTHER PRODUCT OR PROCEDURE
            OF WHICH THE PRODUCT IS A COMPONENT OR IS USED. AKORN EXPRESSLY
            DISCLAIMS ANY WARRANTY UNDER SECTION 2-312(3) OF THE UNIFORM
            COMMERCIAL CODE.

      7.5   INDEMNIFICATION BY AKORN. AKORN shall indemnify, defend and hold
            harmless NOVADAQ, its Affiliates and each of its and their
            respective officers, directors, shareholders, employees, agents and
            representatives (each a "NOVADAQ Indemnified Party") from any
            claims, losses, liabilities, costs, expenses (including reasonable
            attorney's fees) and damages to Third Parties, including any related
            to property or personal injury (each a "Liability"), which any
            NOVADAQ Indemnified Party may incur, suffer or be required to pay
            resulting from or arising in connection with (a) the breach by AKORN
            of any representation or warranty contained in this Agreement; (b)
            any violation by AKORN or any Third Party manufacturer of any
            applicable federal, state or local regulation, statute or order in
            the manufacture, packaging, storage or shipping of Products arising
            out of AKORN's duties under this Agreement which is not attributable
            to printed materials provided by NOVADAQ; or (c) any negligent act
            or omission by AKORN or its Affiliates in carrying out its
            obligations under this Agreement. Notwithstanding the foregoing,
            AKORN shall have no obligation to defend, indemnify or hold harmless
            any NOVADAQ Indemnified Party for any Liability that results from
            the negligence or intentional misconduct of NOVADAQ, its Affiliates,
            or any of its permitted sub-licensees or any of their respective
            officers, directors, employees, agents, consultants or
            representatives.


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      7.6   INDEMNIFICATION BY NOVADAQ. NOVADAQ shall indemnify, defend and hold
            harmless AKORN and its Affiliates and subcontractors, and each of
            its and their respective employees, officers, directors and agents
            (each an "AKORN Indemnified Party") from and against any Liability
            which any AKORN Indemnified Party may incur, suffer or be required
            to pay resulting from or arising in connection with (a) the breach
            by NOVADAQ of any representation or warranty contained in this
            Agreement; (b) materials, including, but not limited to labeling, or
            promotional claims supplied or made by NOVADAQ, or (c) the use,
            packaging, promotion, distribution, testing, use, marketing, sale or
            other disposition of Product by NOVADAQ, its Affiliates, its
            permitted sub-licensees or their respective subcontractors.
            Notwithstanding the foregoing, NOVADAQ shall have no obligation to
            indemnify, defend, or hold harmless any AKORN Indemnified Party for
            any Liability that results from the intentional misconduct or
            negligence of AKORN, its Affiliates, its permitted subcontractors or
            any of their respective employees, officers, directors or agents,
            consultants or representatives.

      7.7   CONDITIONS TO INDEMNIFICATION. The obligations of the indemnifying
            Party under Sections 7.4 and 7.5 are conditioned upon the delivery
            of written notice to the indemnifying Party of any potential
            Liability promptly after the indemnified Party becomes aware of such
            potential Liability. The indemnifying Party shall have the right to
            assume the defense of any suit or claim related to the Liability if
            it has assumed responsibility for the suit or claim in writing;
            provided, however, if in the reasonable judgment of the indemnified
            Party, such suit or claim involves an issue or matter which could
            have a materially adverse effect on the business operations or
            assets of the indemnified Party, the indemnified Party may waive its
            rights to indemnity under this Agreement and control the defense or
            settlement thereof, but in no event shall any such waiver be
            construed as a waiver of any indemnification rights such Party may
            have at law or in equity. If the indemnifying Party defends the suit
            or claim, the indemnified Party may participate in (but not control)
            the defense thereof at its sole cost and expense. Any
            indemnification payable to an indemnified Party shall be net of
            taxes, insurance or payment received by the indemnified Party from
            any Third Party.

      7.8   LIMITATION OF LIABILITY. WITH RESPECT TO ANY CLAIM BY ONE PARTY
            AGAINST THE OTHER ARISING OUT OF THE PERFORMANCE OR FAILURE OF
            PERFORMANCE OF THE OTHER PARTY UNDER THIS AGREEMENT WHERE THE
            INABILITY OR FAILURE TO PERFORM IS FOR REASONS BEYOND THE REASONABLE
            CONTROL OF SUCH PARTY, THE PARTIES EXPRESSLY AGREE THAT THE
            LIABILITY OF SUCH PARTY TO THE OTHER PARTY FOR SUCH BREACH SHALL BE
            LIMITED UNDER THIS AGREEMENT OR OTHERWISE AT LAW OR EQUITY TO DIRECT
            DAMAGES ONLY AND IN NO EVENT SHALL A PARTY BE LIABLE FOR INCIDENTAL,
            PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.


                                       11
<PAGE>
      7.9   SETTLEMENTS. Neither Party may settle a claim nor action related to
            a Liability without the consent of the other Party, if such
            settlement would impose any monetary obligation on the other Party,
            constitute or admission by the other Party, expose the other Party
            to any additional liability or prosecution, require the other Party
            to submit to an injunction or otherwise limit the other Party's
            rights under this Agreement. Except as otherwise expressly set forth
            in this Article 7, any payment made by a Party to settle any such
            claim or action shall be at its own cost and expense.

      7.10  INSURANCE. AKORN and NOVADAQ shall obtain and maintain at all times
            during the term of this Agreement commercial general liability
            insurance, including products liability, with limits which are
            commercially reasonable for similarly situated companies and each
            agrees to provide the other with a Certificate of Insurance
            evidencing this coverage within thirty (30) days of the Effective
            Date.

8. RECALLS

      8.1   PRODUCT RECALLS. In the event of an actual or threatened recall of
            the Product required or recommended by a Governmental Authority of
            competent jurisdiction within the Territory or if recall of any
            Product is (i) reasonably deemed advisable by AKORN or by NOVADAQ,
            or (ii) jointly deemed advisable by AKORN and NOVADAQ, such recall
            shall be promptly implemented and administered by NOVADAQ in a
            manner which is appropriate and reasonable under the circumstances
            and in conformity with accepted trade practices. In the event that a
            recall is caused due to the negligent acts or omissions of AKORN,
            its Affiliates or subcontractors, or by the fact that the Product
            supplied by AKORN to NOVADAQ does not conform to the Specifications,
            the cost, including NOVADAQ's reasonable out-of-pocket expenses, of
            any such recall shall be borne by AKORN. NOVADAQ shall pay all
            costs, including AKORN's reasonable out-of-pocket expenses,
            associated with a recall for any other reason, including, without
            limitation, recalls (i) caused by actions of Third Parties occurring
            after such Product is sold to NOVADAQ, or (ii) due to packaging or
            label defects for which NOVADAQ has responsibility, or (iii) due to
            any other breach by NOVADAQ of this Agreement.

      8.2   NOTICE OF EVENTS THAT MAY LEAD TO PRODUCT RECALL. Each Party shall
            keep the other fully and promptly informed of any notification,
            event or other information, whether received directly or indirectly,
            which might affect the marketability, safety or effectiveness of the
            Product or might result in a recall of Product by the HPB, FDA or
            other Governmental Body.

      8.3   RECALL DUE TO BREACH BY AKORN. In the event of any recall for which
            AKORN would be responsible for the costs in accordance with Section
            8.1 hereof, AKORN shall, at the election of NOVADAQ either:


                                       12
<PAGE>
                  (a)   Supply Product, without charge to NOVADAQ, in an amount
                        sufficient to replace the amounts of Product recalled,
                        or

                  (b)   Refund to NOVADAQ the amount paid or give credit to
                        NOVADAQ against outstanding receivables due from NOVADAQ
                        for the price of Product to be delivered to NOVADAQ in
                        the future, in amounts equal to the price paid by
                        NOVADAQ to AKORN for Product so recalled plus the
                        reasonable transportation costs incurred by NOVADAQ and
                        not recovered by NOVADAQ in respect of such recalled
                        Product.

      8.4   DEFINITION OF RECALL. For Purposes of the Article 8, "recall" shall
            mean any action by NOVADAQ and its Affiliates, or AKORN and its
            Affiliates, to recover title or possession or halt distribution,
            prescription or consumption of Product sold or shipped to Third
            Parties.

      8.5   SURVIVAL OF OBLIGATIONS. The provisions and obligations of this
            Article 8 shall survive any termination of this Agreement.

9. NON-COMPETITION AND PERMITTED USE

      9.1   CONTINUING MANUFACTURE AND SALE OF OTHER ICG PRODUCTS. NOVADAQ
            acknowledges that AKORN and its Affiliates have sold and will
            continue to sell other products containing ICG prior to and
            subsequent to the execution of this Agreement. The Parties agree
            that this Agreement shall not be construed to limit the right of
            AKORN and its Affiliates to manufacture, have manufactured and sell
            other products containing ICG to Third Parties subject to AKORN's
            obligations of confidentiality and non-use under this Agreement.

      9.2   RESTRICTIVE COVENANTS. Each Party hereby covenants and agrees with
            the other that for so long as this Agreement is in effect and for a
            period (the "Restricted Period") of five (5) years thereafter,
            neither Party shall, without the prior written consent of the other
            Party, which consent shall be within the sole and exclusive
            discretion of the other Party, either directly or indirectly, on its
            own account or as a consultant, agent, partner, joint venturer,
            owner, or shareholder of any other person (other than AKORN's status
            as a shareholder of NOVADAQ), entity, or in any other capacity, in
            any way:

            9.2.1 Carry on, be engaged in or have any financial interest in any
                  business which is in competition with the business of the
                  other Party. For purposes of this Section 9.2, a business
                  shall be deemed to be in competition with AKORN if it involves
                  products which were at the relevant time or at the time of
                  termination, being marketed in the Territory or which at such
                  time were under study by AKORN and expected to be marketed in
                  the Territory within six (6) months of such date for
                  ophthalmic uses. For purposes of this Section 9.2, a business
                  shall be deemed to be in competition with


                                       13
<PAGE>
                  NOVADAQ if it involves products which were, at the relevant
                  time or at the time of termination, being marketed in the
                  Territory by NOVADAQ or which at such time were under study by
                  NOVADAQ and expected to be marketed in the Territory within
                  six (6) months of such date of termination, in either case for
                  any of the Indications only.

            9.2.2 Solicit for the business of the other Party (as defined in
                  paragraph 9.2.1) any then current customer or client of the
                  other Party or any affiliate of the other Party or, after
                  termination, anyone who was a customer or client at any time
                  during the twelve (12) month period immediately preceding
                  termination.

            9.2.3 Solicit, employ or engage any person who is then an employee
                  of the other Party or any affiliate of the other Party or was
                  an employee of the other Party or, after termination, any
                  affiliate of the other Party at any time during the twelve
                  (12) month period immediately preceding termination.

10. TERM AND TERMINATION.

      10.1  TERM. This Agreement shall become effective upon the Effective Date
            and, unless earlier terminated as provided below, shall remain in
            full force and effect for a period ending on the seventh (7th)
            anniversary of the Effective Date (the "Initial Term"). Thereafter,
            this Agreement shall automatically renew for successive five (5)
            year terms (each a "Renewal Term" and together with the Initial
            Term, the "Term") unless, at least 180 days prior to any such
            Renewal Term, either Party shall have notified the other of its
            intention not to renew this Agreement. Upon expiration or
            termination of this Agreement for any reason, all unpaid amounts due
            pursuant to this Agreement, including, but not limited to, Section
            4.3, shall become immediately due and payable.

      10.2  TERMINATION

                  (a)   This Agreement shall terminate upon the mutual written
                        agreement of the Parties.

                  (b)   If either Party breaches or defaults in the performance
                        or observance of any of the material provisions of this
                        Agreement, and such breach or default is not cured
                        within 60 days after the giving of notice by the
                        non-defaulting Party specifying such breach or default,
                        the non-defaulting Party shall have the right to
                        terminate this Agreement, effective immediately upon
                        notice to the defaulting Party.

                  (c)   Either Party shall have the right to terminate this
                        Agreement upon 30 days' notice to the other Party, if
                        that other Party becomes involved in financial
                        difficulties as evidenced:


                                       14
<PAGE>
                        (i)   by that other Party's commencement of a voluntary
                              case under any applicable bankruptcy code or
                              statue, or by its authorizing, by appropriate
                              proceedings, the commencement of such voluntary
                              case; or

                        (ii)  by its failing to receive dismissal of any
                              involuntary case under any applicable bankruptcy
                              code or statute within 90 days after initiation of
                              such action or petition; or

                        (iii) by its seeking relief as a debtor under any
                              applicable law of any jurisdiction relating to the
                              liquidation or reorganization of debtors or to the
                              modification or alteration of the rights of
                              creditors, or by consenting to or acquiescing in
                              such relief; or

                        (iv)  by the entry of an order by a court of competent
                              jurisdiction finding it to be bankrupt or
                              insolvent, or ordering or approving its
                              liquidation, reorganization or any modification or
                              alteration of the rights of its creditors or
                              assuming custody of, or appointing a receiver or
                              other custodian for, all or a substantial part of
                              its property or assets; or

                        (v)   by its making an assignment for the benefit of, or
                              entering into an agreement with, its creditors, or
                              appointing or consenting to the appointment of a
                              receiver or other custodian for all or a
                              substantial part of its property or by the
                              appointment of such a receiver by a Third Party,
                              which appointment is not revoked by a Court of
                              competent jurisdiction within sixty (60) days of
                              its occurrence.

                  (d)   The failure by a Party to exercise its right to
                        terminate this Agreement pursuant to Section 9.2. in the
                        event of any occurrence giving rise thereto shall not
                        constitute waiver of the right in the event of any
                        subsequent occurrence.

      10.3  EFFECT OF TERMINATION.

                  (a)   Unless otherwise agreed to between the Parties, all
                        Product on hand as of the effective date of expiration
                        or termination of this Agreement will be treated as
                        follows as soon as practicable:

                        (i)   Product manufactured and packaged pursuant to
                              purchase orders previously received from NOVADAQ,
                              will be delivered by AKORN to NOVADAQ, whereupon


                                       15
<PAGE>
                              NOVADAQ will pay AKORN therefore in accordance
                              with the terms hereof; and

                        (ii)  Work in progress commenced by AKORN in accordance
                              with a Binding Quarterly Forecast will, at the
                              option of NOVADAQ (but at the option of AKORN in
                              the case of termination hereof by AKORN under
                              Section 10.2(b)), (A) cease, and such work in
                              progress will remain with AKORN (in which case
                              NOVADAQ will pay AKORN an amount equal to AKORN's
                              actual costs incurred in connection with the
                              performance and cessation of such work less the
                              cost to AKORN of materials that can be returned by
                              AKORN or used by AKORN in later batches of other
                              products manufactured by AKORN as reasonably
                              determined by AKORN) or (B) be completed by AKORN
                              and delivered to NOVADAQ whereupon NOVADAQ will
                              pay AKORN therefore in accordance with the terms
                              hereof.

                  (b)   In the event that NOVADAQ terminates this Agreement
                        either pursuant to Section 10.2.(b) because of a
                        Material Breach, or pursuant to 10.2.(c), then, in
                        either event, NOVADAQ shall thereafter be permitted to
                        order all further supply of Product directly from any
                        Third Party which is at the time of termination a
                        Permitted Manufacturer or other qualified supplier.
                        AKORN will license to NOVADAQ, within 60 (sixty) days of
                        the date of this Agreement, for the Indications, all
                        required Know-How necessary to manufacture the Product
                        which license shall become effective only in the event
                        that NOVADAQ terminates this Agreement either pursuant
                        to Section 10.2(b) because of a Material Breach or
                        pursuant to 10.2(c).

      10.4  ACCRUED OBLIGATIONS. Termination of this Agreement for any cause
            shall not release either Party from any obligation or liability
            incurred prior to or upon termination hereof or which subsequently
            arises under Section 10.6.

      10.5  NO WAIVER. The failure on the part of either Party to exercise or
            enforce any right conferred upon it hereunder shall not be deemed to
            be a waiver of any such right nor operate to bar the exercise or
            enforcement thereof at any time thereafter.

      10.6  SURVIVAL. Subject to Section 10.3 hereof, the following provisions
            shall survive expiration or termination of this Agreement: Sections
            4.4, 5.3, 5.4, 9.2, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, and 12.9 and
            Articles 7, 8 and 11.


                                       16
<PAGE>
11. CONFIDENTIALITY.

      11.1  NONDISCLOSURE OBLIGATION. Each of NOVADAQ and AKORN agree to use any
            information received by it from the other Party (the "Information")
            only in accordance with this Agreement and not to disclose
            Information to any Third Party, without the prior written consent of
            the other Party, for a period of five (5) years from the termination
            or expiration of this Agreement. These obligations shall not apply
            to Information that:

                  (a)   Is known by the receiving Party at the time of its
                        receipt, and not through a prior disclosure by the
                        disclosing Party, as documented by the receiving Party's
                        business records;

                  (b)   Is at the time of disclosure or thereafter becomes
                        published or otherwise part of the public domain without
                        breach of this Agreement by the receiving Party;

                  (c)   Is subsequently disclosed to the receiving Party by a
                        Third Party who has the right to make such disclosure;

                  (d)   Is developed by the receiving Party independently of the
                        Information received from the disclosing Party and such
                        independent development can be documented by the
                        receiving Party; or

                  (e)   Is required by law, regulation, rule, act or order of
                        any governmental authority or agency to be disclosed by
                        a Party, provided that notice is promptly delivered to
                        the other Party in order to provide an opportunity to
                        seek a protective order or other similar order with
                        respect to such Information and thereafter the
                        disclosing Party discloses to the requesting entity only
                        the minimum Information required to be disclosed in
                        order to comply with the request, whether or not a
                        protective order or other similar order is obtained by
                        the other Party.

      11.2  PERMITTED DISCLOSURES. Information may be disclosed to employees,
            agents, consultants, sub-licensees or suppliers or Third Party
            manufacturers of the recipient Party or its Affiliates, but only to
            the extent required to accomplish the purposes of this Agreement and
            only if the recipient Party obtains prior agreement from its
            employees, agents, consultants, sub-licensees, suppliers or Third
            Party manufacturers to whom disclosure is to be made to hold in
            confidence and not make use of such Information for any purpose
            other than those permitted by this Agreement. Each Party will use at
            least the same standard of care as it uses to protect proprietary or
            confidential information of its own to ensure that such employees,
            agents, consultants, sub-licensees, suppliers or Third Party
            manufacturers do not disclose or make any unauthorized use of the
            Information.


                                       17
<PAGE>
      11.3  DISCLOSURE OF AGREEMENT. Neither NOVADAQ nor AKORN shall release to
            any Third Party or publish in any way any non-public information
            with respect to the terms of this Agreement or concerning their
            cooperation without the prior written consent of the other, which
            consent will not be unreasonably withheld or delayed, provided,
            however, that either Party may disclose the terms of this Agreement
            to the extent required to comply with applicable laws, including,
            without limitation the rules and regulations promulgated by the
            United States Securities and Exchange Commission, provided, however,
            that prior to making any such disclosure, the Party intending to so
            disclose the terms of this Agreement shall (i) provide the
            non-disclosing Party with written notice of the proposed disclosure
            and a opportunity to review and comment on the intended disclosure
            which is reasonable under the circumstances and (ii) shall seek
            confidential treatment for as much of the disclosure as is
            reasonable under the circumstances, including, without limitation,
            seeking confidential treatment of any information as may be
            requested by the other Party. Notwithstanding any other provision of
            this Agreement, each Party may disclose the terms of this Agreement
            to lenders, investment bankers and other financial institutions of
            its choice solely for purposes of financing the business operations
            of such Party, if the disclosing Party uses reasonable efforts to
            obtain a signed confidentiality agreement with such financial
            institution with respect to such information on terms substantially
            similar to those contained in this Article 11.

      11.4  PUBLICITY. Subject to Section 11.3, all publicity, press releases
            and other announcements relating to this Agreement or the
            transactions contemplated hereby shall be reviewed in advance by,
            and shall be subject to the approval of, both Parties. The Party
            responding to a request for such approval shall respond to the other
            Party in writing within five (5) days of such request.

12. MISCELLANEOUS.

      12.1  FORCE MAJEURE. Except for the obligation to make payment when due,
            each Party shall be excused from liability for the failure or delay
            in performance of any obligation under this Agreement by reason of
            any event beyond such Party's reasonable control including but not
            limited to Acts of God, fire, flood, explosion, earthquake, or other
            natural forces, war, civil unrest, accident, destruction or other
            casualty, any act, inaction or delay of any government or government
            agency, or any other event similar to those enumerated above. Such
            excuse from liability shall be effective only to the extent and
            duration of the event(s) causing the failure or delay in performance
            and provided that the Party has not caused such event(s) to occur.
            Notice of a Party's failure or delay in performance due to force
            majeure must be given to the other party within Ten (10) days after
            its occurrence. All delivery dates in this Agreement that have been
            affected by force majeure shall be suspended for the duration of
            such force majeure.


                                       18
<PAGE>
      12.2  ASSIGNMENT

                  (a)   ASSIGNMENT BY NOVADAQ. NOVADAQ may assign any or all of
                        its rights or obligations under this Agreement in the
                        Territory to any of its Affiliates, for so long as they
                        remain Affiliates. In addition, NOVADAQ may assign any
                        or all of its rights or obligations under this Agreement
                        in the Territory in conjunction with a merger or
                        acquisition of NOVADAQ. NOVADAQ may not otherwise assign
                        any of its rights or obligations under this Agreement
                        without AKORN's prior written consent, which consent
                        shall not be unreasonably withheld. AKORN shall respond
                        to such requests by NOVADAQ for assignment within thirty
                        (30) days from such request. Any permitted assignment
                        shall not relieve NOVADAQ of its responsibilities for
                        performance of its obligations under this Agreement.

                  (b)   ASSIGNMENT BY AKORN. AKORN may assign any or all of its
                        rights or obligations under this Agreement to any of its
                        Affiliates. AKORN may also assign any or all of its
                        rights or obligations under this Agreement in
                        conjunction with a merger or acquisition of AKORN. In
                        addition, AKORN may assign all or part of its
                        obligations to a Third Party manufacturer after
                        receiving NOVADAQ's prior written consent, (other than
                        to a Permitted Manufacturer for which consent shall not
                        be required) which consent shall not be unreasonably
                        withheld or delayed. Any permitted assignment shall not
                        relieve AKORN of its responsibilities for performance of
                        its obligations under this Agreement.

                  (c)   BINDING NATURE OF ASSIGNMENT. This Agreement shall be
                        binding upon and inure to the benefit of the successors
                        and permitted assigns of the Parties. Any assignment not
                        in accordance with this Section 12.2 shall be void.

      12.3  NO WAIVER. The failure of either Party to require performance by the
            other Party of any of that other Party's obligations hereunder shall
            in no manner affect the right of such Party to enforce the same at a
            later time. No waiver by any Party hereto of any condition, or of
            the breach of any provision, term, representation or warranty
            contained in this Agreement, whether by conduct or otherwise, in any
            one or more instances, shall be deemed to be or construed as a
            further or continuing waiver of any such condition or breach, or of
            any other condition or of the breach of any other provision, term,
            representation or warranty hereof.

      12.4  SEVERABILITY. If a court or other tribunal of competent jurisdiction
            should hold any term or provision of this Agreement to be excessive,
            or invalid, void or unenforceable, the offending term or provision
            shall be deleted or revised to the


                                       19
<PAGE>
            extent necessary to be enforceable, and, if possible, replaced by a
            term or provision which, so far as practicable achieves the
            legitimate aims of the Parties.

      12.5  RELATIONSHIP BETWEEN THE PARTIES. Both Parties are independent
            contractors under this Agreement. Nothing herein contained shall be
            deemed to create an employment, agency, joint venture or partnership
            relationship between the Parties hereto or any of their agents or
            employees, or any other legal arrangement that would impose
            liability upon one Party for the act or failure to act of the other
            Party. Neither Party shall have any express or implied power to
            enter into any contracts or commitments or to incur any liabilities
            in the name of, or on behalf of, the other Party, or to bind the
            other Party in any respect whatsoever.

      12.6  CORRESPONDENCE AND NOTICES.

                  (a)   Ordinary Notices. Correspondence, reports,
                        documentation, and any other communication in writing
                        between the Parties in the course of ordinary
                        implementation of this Agreement shall be delivered by
                        hand, sent by facsimile, overnight courier or by airmail
                        to the employee or representative of the other Party who
                        is designated by such other Party to receive such
                        written communication.

                  (b)   Extraordinary Notices. Extraordinary notices and
                        communications (including, without limitation, notices
                        of termination, force majeure, material breach, change
                        of address) shall be in writing and sent by prepaid
                        registered or certified mail, overnight courier or by
                        facsimile confirmed by prepaid registered or certified
                        mail letter, and shall be deemed to have been properly
                        served to the addressee three days after mailing by
                        registered or certified mail, the next day if sent by
                        overnight courier and upon receipt if sent by facsimile.

                  (c)   Addresses. In the case of NOVADAQ, the proper address
                        for communications and for all payments shall be:

                  Novadaq Technologies, Inc.
                  924 The East Mall, Suite 100
                  Toronto, Ontario M9B 6K1
                  Attn: Chief Financial Officer
                  Fax: (416) 695-3993

            and in the case of AKORN, the proper address for communications and
            for all payments shall be:

                  Akorn, Inc.
                  2500 Millbrook Drive
                  Buffalo Grove, Illinois 60089
                  Attn: Chief Financial Officer
                  Fax: (847) 279-6123


                                       20
<PAGE>
      12.7  CHOICE OF LAW. This Agreement is subject to and governed by the laws
            of the State of Illinois, excluding its conflict of laws provisions.

      12.8  ENTIRE AGREEMENT; AMENDMENT. This Agreement sets forth the complete,
            final and exclusive agreement between the Parties with respect to
            the subject matter hereto and supersedes and terminates all prior
            and contemporaneous agreements and understandings between the
            Parties, whether oral or in writing. No subsequent alteration,
            amendment, change, waiver or addition to this Agreement shall be
            binding upon the Parties unless reduced to writing and signed by an
            authorized officer of each Party. No understanding, agreement,
            representation or promise, not explicitly set forth herein, other
            than the Settlement and Mutual Release executed by the Parties on
            the date hereof, has been relied on by either Party in deciding to
            execute this Agreement as set forth herein.

      12.9  ARBITRATION. The Parties shall attempt in good faith to promptly
            resolve any controversy, claim or dispute arising between them. In
            the event that the Parties are unable to resolve any such
            controversy, claim or dispute within 30 days, then any such
            controversy, claim or dispute between the Parties, directly or
            indirectly, concerning this Agreement or the breach hereof, or the
            subject matter hereof, shall be finally settled by binding
            arbitration in accordance with the Rules of Conciliation and
            Arbitration of the International Chamber of Commerce. Prior to
            initiating such arbitration proceedings the Parties shall attempt to
            resolve the dispute by good faith negotiations between themselves.
            The situs of the arbitration proceedings shall be the City of
            Toronto, Ontario, Canada, if the arbitration was requested or
            initiated by NOVADAQ, and in the City of Chicago, Illinois, U.S.A.,
            if the arbitration was requested or initiated by Akorn, and judgment
            upon the award rendered may be entered in any court having a
            jurisdiction hereof. In deciding the dispute the arbitrator(s) shall
            apply first the plain meaning of this Agreement, but in matters not
            fairly provided for in this Agreement, shall apply the substantive
            law of the State of Illinois. All pleadings, evidence, testimony, or
            other submissions to the arbitrator(s) shall be in the English
            language as shall be the judgment of the arbitrator(s). Pending
            resolution of any such arbitration, any Party may deposit with its
            solicitors or another mutually agreeable party an amount equal to
            50% of any monetary amount in dispute or such other amount as may be
            directed by the arbitrator(s) upon preliminary application.

      12.10 HEADINGS. The headings and captions used in this Agreement are
            solely for the convenience of reference and shall not affect its
            interpretation.

      12.11 COUNTERPARTS. This Agreement may be executed in one or more
            counterparts each of which shall be an original and all of which
            shall constitute together the same document.

      12.12 FURTHER ACTIONS. Each Party agrees to execute, acknowledge and
            deliver such further instruments, and to do all other acts, as may
            be necessary or appropriate in


                                       21
<PAGE>
            order to carry out the purposes and intent of this Agreement
            including, without limitation, any filings with any antitrust agency
            which may be required.

      IN WITNESS WHEREOF, this Agreement has been executed by the duly
authorized representatives of the Parties as of the date set forth below.

AKORN, INC.                                    NOVADAQ TECHNOLOGIES, INC.


By:______________________________              By:______________________________

Name:____________________________              Name:____________________________

Title:___________________________              Title:___________________________


                                       22
<PAGE>
                                   SCHEDULE A
                                 SPECIFICATIONS


                                       23