**OccuLogix,
      Inc. Code of Conduct**




I.  General
      Statement of
      Business Philosophy


In
      this
      code of conduct (the **“Code
      of Conduct”** ),
      the **“Company”** refers
      to OccuLogix, Inc. and, where the context permits or requires, to OccuLogix,
      Inc., its subsidiaries and its affiliates, collectively.





The
      commitment to excellence is fundamental to the philosophy of the Company. This
      commitment to excellence means that employees (including officers) and directors
      share a common set of objectives and benefit from the achievement of those
      objectives.





One
      essential objective is our conviction to uphold ethical standards in all our
      corporate activities. These standards apply to all of the Company's activities
      in every market that it serves. The purpose of the Code of Conduct is to
      strengthen the Company's ethical climate and to provide basic guidelines for
      situations in which ethical issues may arise.





We
      strive
      to do business with customers and suppliers of sound business character and
      reputation. We do not knowingly support any public or private organization
      which
      espouses discriminatory policies or practices. We expect all of our employees
      to
      perform their work with honesty and integrity. It is the Company’s policy to
      comply with all applicable laws, including, without limitation, employment,
      discrimination, health, safety, antitrust, securities and environmental laws.
      No
      director, officer or manager of the Company has authority to violate any law
      or
      to direct another employee or any other person to violate any law on behalf
      of
      the Company.





Each
      employee and non-employee director of the Company is, and will be held,
      responsible for the observance of the Code of Conduct. If any employee has
      questions about any section of the Code of Conduct, he or she should direct
      all
      questions to the Director of Corporate Compliance, the Human Resources
      Department or the Legal Department. If an employee becomes aware that another
      employee has violated the Code of Conduct, he or she is obligated to report
      it
      in accordance with the procedures set forth below. No one has authority to
      retaliate against an employee who reports a possible violation. Failure to
      comply with any of the provisions of the Code of Conduct will subject the
      employee to disciplinary measures up to and including termination.








**II.  Policies
      and
      Practices**





**A.  Conflicts
      of
      Interest**





A
      conflict of interest may arise in any situation in which an employee's loyalties
      are divided between personal interests that, to some degree, are incompatible
      with the interests of the Company. All such conflicts should be avoided. The
      Company demands absolute integrity from all its employees and will not tolerate
      any conduct that falls short of that standard. The Company expects that no
      employee will knowingly place himself or herself in a situation in which his
      or
      her personal interests would be, or would have the appearance of being, or
      could
      be construed to be, in conflict with the interests of the Company.





Some
      of
      the more sensitive areas of conflicts of interest and the Company's related
      guidelines are discussed immediately below:





**1.  Conflicts
      of
      Interest**





Each
      employee is required promptly to disclose to the Director of Corporate
      Compliance, the Human Resources Department or the Legal Department any material
      transaction or relationship that reasonably could be expected to give rise
      to a
      conflict of interest. Subject to certain exceptions provided for in the Code
      of
      Conduct, examples of material transactions or relationships include:





- Any
          ownership interest in special purpose entities or other investment vehicles
          that may be established by the Company (excluding investments offered to
          employees in general under employee benefit plans or to investors generally
          by
          financial services subsidiaries);
- Any
          consulting or employment relationship with any customer, supplier or
          competitor; or any service on a board of directors or any committee thereof
          of
          such customer, supplier or competitor unless such relationship or service
          is
          communicated to, and approved by, the Company’s board of
          directors;
- Any
          outside business activity that detracts from an individual’s ability to devote
          appropriate time and attention to his or her responsibilities with the
          Company;
- The
          receipt of any money, non-nominal gifts or excessive entertainment from
          any
          company or individual with which the Company has current or prospective
          business dealings;
- Selling
          anything to, or buying anything from, the Company, except on terms and
          conditions comparable to which other directors, officers or employees are
          permitted to purchase or sell; and
- Being
          in a position of supervising any family member or reviewing, or having
          any
          influence on, his or her job performance, evaluation or remuneration.

If
      an
      employee finds himself or herself in a conflict of interest, or is uncertain
      whether a conflict of interest exists, he or she should notify immediately
      the
      Director of Corporate Compliance, the Human Resources Department or the Legal
      Department.








**2.  Non-Company
      Service and Income**





An
      officer or director of the Company shall not serve as an officer, director,
      employee, partner, trustee or consultant of, or receive any salary, fees,
      dividends or other remuneration (except dividends and interest from publicly
      traded securities or other similar investments) from, any enterprise with which
      the Company conducts, or proposes to conduct, any business or any enterprise
      in
      which the Company owns any interest, unless that relationship has been fully
      disclosed to, and has been approved by the Company’s board of directors.
      Approval of the Company’s board of directors is not required for an officer or
      director of the Company to serve as an officer or director of any not-for-profit
      enterprise with which the Company does not have an existing relationship. At
      all
      times when serving in such capacity, such officer or director of the Company
      should communicate clearly and effectively that he or she is not representing
      the Company in such capacity.





**3.  Outside
      Employment**





Employees
      should recognize that their position with the Company must be their primary
      employment. Any outside employment, investment or other source of income must
      be
      secondary and subordinate in importance and priority to an employee’s position
      with the Company and must not interfere in any way with the performance of
      his
      or her duties as a Company employee. Subject to the following conditions,
      employees may hold jobs outside the Company. All employees must meet the
      performance standards applicable to their respective jobs with the Company.
      Employees will be judged by the same performance standards and will be subject
      to the Company’s scheduling demands regardless of any outside work requirements.
      If the Company determines that an employee’s outside work interferes with his or
      her job performance or ability to meet the requirements of the Company, as
      they
      may be modified from time to time, such employee may be asked to terminate
      his
      or her outside employment if he or she wishes to remain with the Company.
      Outside employment that, in the sole discretion of the Company, constitutes
      a
      conflict of interest, that may result in the disclosure of confidential
      information of the Company, that has the appearance of impropriety or that
      may
      otherwise damage the Company’s reputation ( *e.g.* employment
      with a competitor or a major vendor or supplier) is not permitted, and the
      Company may require an employee to terminate such outside employment as a
      condition of remaining employed by the Company.





**4.  Interests
      in
      Other Businesses**





Unless
      approved in advance by the Director of Corporate Compliance, the Human Resources
      Department or the Legal Department, neither an employee nor his or her spouse,
      domestic partner or any other member of the employee's immediate family may
      directly or indirectly have a financial interest (whether as an investor,
      lender, employee or other service provider) in a competitor or in a customer
      or
      supplier if that employee or his or her subordinates deal directly or indirectly
      with that customer or supplier in the course of his or her job with the Company
      or if such financial interest interferes, or might appear to interfere with,
      such employee’s independent business judgment. However, as a general rule, to
      the extent the individual in question neither has, nor is likely to have, any
      direct business deals with the other company, a financial interest would not
      be
      deemed improper if (i) it is in a company whose shares are registered on a
      national securities exchange, (ii) it represents less than one-tenth of 1%
      of
      the outstanding shares of the company in question and (iii) the investment
      was
      made without the use of material non-public information gained during the course
      of employment with the Company. Financial interests that do not meet these
      criteria must be disclosed to, and approved by, the Company’s board of
      directors. For purposes of the Code of Conduct, financial interest means
      ownership of stock, bonds, notes, debentures, options and any other type of
      securities. Ownership of broad-based mutual funds that may hold financial
      interests prohibited by the Code of Conduct will be deemed not to be a violation
      of the Code of Conduct.








**5.  Entertainment
      and Business Meals**





There
      is
      a general prohibition on the acceptance by employees of offers of entertainment
      (such as, but not limited to, tickets to shows, concerts or sporting events,
      meals, non-business travel or vacations) from any of the Company’s current or
      prospective business partners (whether they be vendors, landlords, competitors,
      outside consultants or others), except for offers of entertainment of less
      than
      U.S.$500 in value and which are for typical business development activities.
      If
      any non-excepted offer of entertainment is made to an employee by such business
      partner and if such employee’s impartial judgment is that acceptance of such
      offer (i) would be in the best interest of the Company and (ii) would not
      interfere with his or her ability to exercise independent judgment on behalf
      of
      the Company regarding future transactions with such business partner, then
      such
      employee must inform the Director of Corporate Compliance who shall determine
      whether, or the limited circumstances under which, the offer may be accepted.
      Notwithstanding the fact that the acceptance by an employee of any individual
      offer of entertainment from a business partner would be permitted under the
      Code
      of Conduct, the frequency of acceptance of like offers of entertainment and
      the
      other circumstances surrounding such acceptance should not be such that the
      employee’s ability to exercise independent judgment on behalf of the Company is,
      or may appear to be, compromised.





**6.  Acceptance
      of
      Gifts**





(For
      clarity, in this section, the terms “gift” and “gifts” do not include offers of
      entertainment which are covered in the immediately preceding section.) There
      is
      a general prohibition on the acceptance by employees of gifts from any of the
      Company’s current or prospective business partners (whether they be vendors,
      landlords, competitors, outside consultants or others), whether in the form
      of
      money, merchandise, services or any other form (other than non-cash promotional
      gifts of less than U.S.$500 in value and which are used generally for
      promotional purposes by such business partners). If any such gift is offered
      to
      an employee by such a business partner and if such employee’s impartial judgment
      is that acceptance of such gift (i) would be in the best interest of the Company
      and (ii) would not interfere with his or her ability to exercise independent
      judgment on behalf of the Company regarding future transactions with such
      business partner, then such employee must inform the Director of Corporate
      Compliance who shall determine whether, or the limited circumstances under
      which, the gift may be accepted. In a situation in which a gift (other than
      an
      excepted promotional gift) has been received already by an employee, he or
      she
      must inform the Director of Corporate Compliance who shall determine the proper
      disposition of the gift. Proper disposition of a gift may entail its equitable
      distribution among all of the employees of the Company.





**7.  Use
      of
      Company Property and Information**





All
      employees are responsible for the proper use of the Company's physical resources
      and property, as well as its proprietary and other confidential information.
      Subject to the Code of Conduct, reasonable incidental use by employees of the
      Company’s telephones, computers or other equipment is permitted. The property,
      funds, services or other assets of the Company must never be used for personal
      gain or illegal or improper activities.








**a.  Company
      Property and Facilities**





The
      Company’s property, facilities or physical resources may not be used for
      solicitation or distribution activities which are not related to an employee's
      services to the Company, except for charitable activities. Employees may not
      solicit any other employee during business hours, nor may employees distribute
      literature in work areas at any time. Under no circumstances, may an employee
      disturb the work of others to solicit or distribute literature to them during
      business hours. Persons not employed by the Company may not solicit the
      Company’s employees for any purposes on the Company’s premises. Any employee
      found to be engaging in, or attempting, theft of any property of the Company,
      including, without limitation, documents, equipment, intellectual property,
      personal property of other employees, cash or any other items of value, will
      be
      liable to immediate summary dismissal and possible criminal proceedings. All
      employees have a responsibility to report any theft or attempted theft to the
      Company's management.





**b.  Company
      Proprietary and Other Confidential Information**





Every
      employee is hereby informed that proprietary information and trade secrets
      of
      the Company must be safeguarded and protected in the same way that all other
      important assets of the Company are safeguarded and protected. Information
      concerning pricing, products and services that are being developed, and other
      trade secrets, including information pertaining to any prospective acquisition
      or divestiture by the Company, must be held in the strictest confidence, and
      reasonable prudence and care should be exercised in dealing with such
      information in order to avoid inadvertent inappropriate disclosure. This
      information must not be used in any way other than as required in performing
      employment duties. Employees should avoid casual conversations concerning such
      information in public areas where it may be overheard by persons, either within
      or outside the Company, who do not have any need to know such information.
      All
      files, records and reports acquired or created in the course of employment
      are
      the property of the Company. Any originals or copies of such documents that
      may
      be removed from the Company's offices for the sole purpose of performing the
      employee's duties to the Company must be returned promptly to the Company’s
      offices upon request.





**c.  Trademarks,
      Service Marks and Copyrights**





Trademarks
      and service marks—words, slogans, symbols, logos or other devices used to
      identify a particular source of goods or services—are important business tools
      and valuable assets which require care in their use and treatment. No employee
      may negotiate or enter into any agreement respecting the Company's trademarks
      or
      service marks without first consulting the Legal Department. The Company also
      respects the intellectual property rights of others, and any proposed name
      of a
      new product or service intended to be sold or rendered to customers must be
      submitted to the Legal Department for clearance prior to its adoption and use.
      Similarly, using the trademarks or service marks of another company (even one
      with which the Company has a business relationship) always requires clearance
      or
      approval by the Legal Department in order to ensure that the use of that other
      company's trademarks or service marks would be legal and proper.








Employees
      must avoid the unauthorized use of copyrighted materials of others and should
      confer with the Legal Department if they have any questions regarding the
      permissibility of photocopying, excerpting, electronically copying or otherwise
      using copyrighted materials. In addition, simply because material is available
      for copying, such as matter downloaded from the Internet, does not mean that
      it
      is automatically permissible to copy or recirculate (by, for example, e-mail
      or
      posting to an intranet facility). All copies of work that is authorized to
      be
      made available for ultimate distribution to the public, including all machine
      readable works such as computer software, must bear the prescribed form of
      copyright notice.





The
      Company is legally entitled to all rights in ideas, inventions and works of
      authorship relating to its business that are made by employees during the scope
      of their employment with the Company or using the resources of the Company
      ( **"Employee
      Developments"** ).
      As a
      condition of employment, employees are required to disclose promptly all
      Employee Developments to their respective supervisors (who, in turn, shall
      report them promptly to the Legal Department) and to execute the necessary
      documentation to transfer all Employee Developments to the Company so as to
      evidence their ownership by the Company or to obtain legal protection for them.





**6.  Company
      Political Involvement**





Employees
      are free to exercise the right to make political contributions within legal
      limits, unless such a contribution is otherwise prohibited by other policies
      of
      the Company. The Company will not reimburse any employee for political
      contributions, and employees should not attempt to receive or facilitate such
      reimbursements. Generally, no contribution may be made with the expectation
      of
      favorable government treatment in return. In any event, all contributions,
      regardless of who makes them, are subject to a series of complex and sometimes
      inconsistent sets of rules governing, among other things, the amount of, and
      the
      manner in which, contributions may be made. Any questions about compliance
      should be directed to the Director of Corporate Compliance or the Legal
      Department. In addition, any political activity or contribution by an employee
      which might appear to constitute an endorsement or contribution by the Company
      must be approved in advance by the Director of Corporate Compliance or the
      Legal
      Department.





**B.  Securities
      Laws**





Employees
      may not trade in, or recommend, Company stock based on inside information.
      "Insider trading" is the purchase or sale of a publicly traded security while
      in
      possession of material non-public information about the issuer of the security.
      Such information includes, for example, non-public information on Company
      earnings, significant gains or losses of business or the hiring, firing or
      resignation of a director or officer of the Company. Insider trading, as well
      as
      "tipping", which is communicating such information to anyone who might use
      it to
      purchase or sell securities, are prohibited by securities laws. When in doubt,
      any information obtained as an employee of the Company should be presumed to
      be
      material non-public information.





Employees
      are referred to, and are bound by, the Company’s disclosure policy, a copy of
      which is appended to the Code of Conduct as Schedule “A” and which forms an
      integral part of the Code of Conduct. Attention is drawn particularly to the
      section of the Company’s disclosure policy that is entitled “Trading
      Restrictions and Blackout Periods”.





Employees
      who have questions pertaining to the sale or purchase of Company stock should
      consult with the Legal Department. The Legal Department may refer employees
      to
      their personal attorneys.








**C.  Antitrust
      Laws**





The
      federal government of each of the United States and Canada, most state
      governments, the European Economic Community and many foreign governments have
      enacted antitrust or competition laws. These laws prohibit "restraints of
      trade", which is certain conduct involving competitors, customers or suppliers
      in the marketplace. Their purpose is to ensure that markets for goods and
      services operate competitively and efficiently, so that customers enjoy the
      benefit of open competition among their suppliers and so that sellers similarly
      benefit from competition among their purchasers. In the United States and some
      other jurisdictions, violations of the antitrust laws can lead to substantial
      civil liability—triple the actual economic damages to a plaintiff. Moreover,
      violations of the antitrust laws are often treated as criminal acts that can
      result in felony convictions of both corporations and individuals.





Strict
      compliance with antitrust and competition laws around the world is essential.
      These laws are very complex. Some types of conduct are always illegal under
      the
      antitrust laws of the United States and many other countries. Employees and
      other representatives of the Company must be alert to avoid even the appearance
      of such conduct. These are:





**1.  Agreements
      with competitors:**





*
      to set
      prices or any other economic terms of the sale, purchase or license of goods
      or
      services, to use a common method of setting prices or to set any conditions
      of
      sale or purchase;


*
      on any
      terms of a bid or whether or not to bid;


*
      to
      allocate or limit customers, geographic territories, products or services or
      not
      to solicit business from each other in one or more ways;


*
      not to
      do business with (to "boycott") one or more customers, suppliers, licensors
      or
      licensees; and


*
      to
      limit production volume or research and development, to refrain from certain
      types of selling or marketing of goods or services or to limit or standardize
      the features of products or services.








**2.  Agreements
      with customers or licensees on the minimum resale price or price levels
      (** ***e.g.*** **discounts) of the Company's goods or services.**





Other
      activities are not absolutely illegal but will be legal in some market
      situations and illegal in others. Some of these types of conduct involve
      agreements with third parties such as competitors, customers, suppliers,
      licensees or licensors. Others involve unilateral actions that may result in
      claims that the Company has monopolized or attempted to monopolize a market.
      These types of conduct are described below:





*
      "Predatory" pricing, or pricing below some level of cost, with the effect of
      driving at least some competition from the market;


*
      Exclusive dealing arrangements that require customers or licensees not to deal
      in the goods or services of the Company's competitors;


*
      Reciprocal purchase agreements that condition the purchase of a product on
      the
      seller's agreement to buy products from the other party;


*
      "Tying"
      arrangements, in which a seller conditions its agreement to sell a product
      or
      service that the buyer wants on the buyer's agreement to purchase a second
      product that the buyer would prefer not to buy or would prefer to buy elsewhere
      on better terms;


*
      "Price
      discrimination", or selling to different purchasers of the Company's products
      at
      different prices or on other different economic terms of the purchase, or
      offering different promotional allowances or services in connection with the
      customer's resale of the products, without complying with the specific
      exceptions permitted under the law; and


*
      Agreements with customers or licensees on the maximum resale price or price
      levels of the Company's goods or services.





The
      Code
      of Conduct is not intended as a comprehensive review of the applicable antitrust
      or competition laws and is not a substitute for expert advice. If an employee
      has questions concerning a specific situation, he or she should contact the
      Director of Corporate Compliance or the Legal Department before taking any
      action.








**D. 
      International Operations**





Laws
      and
      customs vary throughout the world, but all employees must uphold the integrity
      of the Company in other nations as diligently as they would do so in the United
      States and Canada. When conducting business in other countries, it is imperative
      that employees be sensitive to foreign legal requirements and the United States
      and Canadian laws that apply to foreign operations, including, without
      limitation, the Foreign Corrupt Practices Act and the *Corruption
      of Foreign Public Officials Act* (Canada).
      The Foreign Corrupt Practices Act generally makes it unlawful to give anything
      of value to foreign government officials, foreign political parties, party
      officials or candidates for public office for the purposes of obtaining or
      retaining business for the Company. The *Corruption
      of Foreign Public Officials Act* (Canada)
      makes it an offense to give or offer, directly or indirectly, a loan, reward,
      advantage or benefit of any kind to a foreign public official in order to obtain
      or retain an advantage in the course of business. This principle applies even
      in
      jurisdictions where such practices are considered a way of “doing business”.
      Employees should contact the Director of Corporate Compliance or the Legal
      Department if they have any questions concerning a specific situation.








**E.  Relationships
      with Public Officials**





Some
      employees do business with federal, state, provincial or local government
      agencies. All employees engaged in business with a governmental body or agency
      must know and abide by the specific rules and regulations covering relations
      with public agencies. Such employees must also conduct themselves in a manner
      that avoids any dealings which might be perceived as attempts to influence
      public officials in the performance of their official duties.





**F.  Bribery,
      Kickback and Fraud**





No
      funds
      or assets of the Company shall be paid, loaned or otherwise disbursed as bribes,
      "kickbacks" or other payments designed to influence or compromise the conduct
      of
      the recipient; and no employee of the Company shall accept any funds or other
      assets (including those provided as preferential treatment to the employee
      for
      fulfilling his or her responsibilities) for assisting in obtaining business
      or
      for securing special concessions from the Company.





Employees
      should conduct their business affairs in such a manner that the Company's
      reputation will not be impugned if the details of their dealings should become
      a
      matter of public discussion.





Employees
      must not engage in any activity which degrades the reputation or integrity
      of
      the Company.





To
      illustrate the strict ethical standard that the Company expects every employee
      to maintain, the following conduct is expressly prohibited:





1.  Payment
      or
      receipt of money, gifts, loans or other favors which may tend to influence
      business decisions or compromise independent judgment;





2.  Payment
      or
      receipt of rebates or "kickbacks" for obtaining business for or from the
      Company;





3.  Payment
      of
      bribes to government officials to obtain favorable rulings; and





4.  Any
      other
      activity that would similarly degrade the reputation or integrity of the
      Company.





Any
      employee found to be receiving, accepting or condoning a bribe, “kickback” or
      other unlawful payment, or attempting to initiate such activities, will be
      liable to termination and possible criminal proceedings. Any employee found
      to
      be attempting or engaging in fraud will be liable to termination and possible
      criminal proceedings. All employees must report to the Director of Corporate
      Compliance any actual or attempted bribery, “kickback” or fraud of which they
      are aware.








**G.  Sanctions
      and
      Trade Embargoes**





The
      United States and the Canadian governments use economic sanctions and trade
      embargoes to further various foreign policy and national security objectives.
      Employees must abide by all economic sanctions or trade embargoes that the
      United States or Canada has adopted, whether they apply to foreign countries,
      political organizations or particular foreign individuals and entities.
      Inquiries regarding whether a transaction on behalf of the Company complies
      with
      applicable sanction and trade embargo programs should be referred to the
      Director of Corporate Compliance or the Legal Department.





**H.  Books
      and
      Records**





All
      employees with supervisory duties should establish and implement appropriate
      internal accounting controls over all areas of their responsibility to ensure
      the safeguarding of the assets of the Company and the accuracy of its financial
      records and reports. The Company has adopted controls in accordance with its
      internal needs and the requirements of applicable laws and regulations. These
      established accounting practices and procedures must be followed to assure
      the
      complete and accurate recording of all transactions. All employees, within
      their
      respective areas of responsibility, are expected to adhere to these procedures,
      as directed by appropriate Company officers.





Any
      accounting adjustments that materially depart from Generally Accepted Accounting
      Principles must be approved by the audit committee of the Company’s board of
      directors and reported to the Company's independent auditors. In addition,
      all
      material off-balance sheet transactions, arrangements and obligations,
      contingent or otherwise, and other relationships of the Company with
      unconsolidated entities or other persons that may have material current or
      future effects on the financial condition, changes in financial condition,
      results of operations, liquidity, capital expenditures, capital resources or
      significant components of revenues or expenses must be disclosed to the audit
      committee and the Company's independent auditors.





No
      employee or non-employee director may interfere with or seek improperly to
      influence, directly or indirectly, the auditing of the Company's financial
      records. Violation of these provisions shall result in disciplinary action,
      up
      to and including termination, and may also subject the violator to substantial
      civil and criminal liability.




If
      an
      employee becomes aware of any improper or questionable accounting or auditing
      practice or matter concerning the Company, he or she should report the matter
      immediately by following the guidelines contained in the Company’s Complaint and
      Reporting Procedures, a copy of which is appended to the Code of Conduct as
      Schedule “B”. The Company will not take any adverse action against anyone as a
      result of his or her good faith complaint, report or concern pursuant to these
      procedures.





**I.  Employment
      Policies**





The
      Company is committed to fostering a work environment in which all individuals
      are treated with respect and dignity. Each individual should be permitted to
      work in a business-like atmosphere that promotes equal employment opportunities
      and prohibits discriminatory practices, including harassment (sexual or
      otherwise). Therefore, the Company expects that all relationships among persons
      in the workplace will be business-like and free of unlawful bias, prejudice
      and
      harassment. It is the Company's policy to ensure equal employment opportunity
      without discrimination or harassment on the basis of race, color, national
      origin, religion, sex, age, disability or any other status protected by
      law.





It
      is the
      Company's policy to comply with all applicable wage and hour laws and other
      statutes regulating the employer-employee relationship and the workplace
      environment. To the extent the Company deals with labor unions, it is illegal
      under United States federal and state law for the Company or any of its
      employees or agents to pay, or receive anything of value from, any labor
      organization.





No
      Company employee may interfere with, or retaliate against, another employee
      who
      seeks to invoke his or her rights under the laws governing labor and employee
      relations. If any employee has any questions about the laws or the Company’s
      policies governing labor and employee relations matters, he or she should
      consult the Human Resources Department, the Director of Corporate Compliance
      or
      the Legal Department.





The
      Company is committed to providing a safe workplace for all employees. In
      addition, several laws and regulations impose responsibility on the Company
      to
      safeguard against safety and health hazards. For that reason, and in order
      to
      protect the safety of themselves and others, employees and other persons who
      are
      present at the Company’s facilities are required to follow carefully all safety
      instructions and procedures that the Company adopts. Questions about possible
      health and safety hazards at any Company facility should be directed immediately
      to the employee's immediate supervisor.








**J.  Computer,
      E-mail and Internet Policies**





Every
      employee is responsible for using the Company's computer system, including,
      without limitation, its electronic mail (e-mail) system and the Internet,
      properly and in accordance with the Company’s General Network Security User
      Guidelines and Policies, a copy of which is appended to the Code of Conduct
      as
      Schedule “C” and which forms an integral part of the Code of Conduct.





**K.  Document
      Retention**





The
      space
      available for the storage of the Company’s documents, both on paper and in
      electronic form, is limited and expensive. Therefore, periodic discarding of
      documents is necessary. However, there are legal requirements that certain
      records be retained for specific periods of time. Before disposing of documents,
      employees should consult with his or her immediate supervisor, so that a
      judgment can be made as to the likelihood that the documents will be needed.





Whenever
      it becomes apparent that documents of any type will be required in connection
      with a lawsuit or government investigation, all possibly relevant documents
      should be preserved, and ordinary disposal or alteration of documents pertaining
      to the subjects of the litigation or investigation should be immediately
      suspended. If an employee is uncertain whether documents under his or her
      control should be preserved because they might relate to a present or future
      lawsuit or investigation, he or she should contact the Legal Department.





**L.  Former
      Government Employees**





Many
      laws
      restrict the hiring as an employee, or the retaining as a consultant, of a
      government employee other than for secretarial, clerical or other low salary
      grade positions. These restrictions also cover informal arrangements for
      prospective employment under certain circumstances. Therefore, written clearance
      must be obtained from the Legal Department before discussing proposed employment
      with any current government employee and before hiring or retaining any former
      government employee who has left the government within the past two years.







II.  Compliance
      with the
      Code of Conduct


All
      employees have a responsibility to understand and follow the Code of Conduct.
      In
      addition, all employees are expected to perform their work with honesty and
      integrity in any areas not specifically addressed by the Code of Conduct. A
      violation of the Code of Conduct may result in disciplinary action, including
      the possible termination from employment with the Company, without additional
      warning.





An
      employee must not be involved indirectly ( *e.g.* through
      a
      spouse, domestic partner, family member or friend) in any activity which would
      violate the Code of Conduct if such employee were to engage in the activity
      directly.





The
      Company strongly encourages dialogue among employees and their supervisors
      to
      make everyone aware of situations that give rise to ethical questions and to
      articulate acceptable ways of handling those situations. In addition, each
      officer and supervisory employee of the Company has an obligation to certify
      annually that he or she has read and reviewed the Code of Conduct with his
      or
      her subordinates, and every employee must certify annually that he or she has
      read the Code of Conduct and that, to the best of his or her knowledge, is
      in
      compliance with all of its provisions.





The
      Code
      of Conduct reflects general principles to guide employees in making ethical
      decisions and cannot, and is not intended to, address every specific situation.
      As such, nothing in the Code of Conduct prohibits or restricts the Company
      from
      taking any disciplinary action on any matter pertaining to employee conduct,
      whether or not it is expressly discussed in this document. The Code of Conduct
      is not intended to create any expressed or implied contract with any employee
      or
      third party. In particular, nothing in this document creates any employment
      contract between the Company and any of its employees.





The
      Company’s board of directors has the exclusive responsibility for the final
      interpretation of the Code of Conduct. The Code of Conduct may be revised,
      changed or amended at any time by the Company’s board of directors or a
      committee thereof.








**IV.  Reporting
      Actual or Suspected Non-Compliance**





**A.  General
      Policy:**





To
      assist
      in the administration of the Code of Conduct, the Company has established the
      position of Director of Corporate Compliance. In addition, as part of its
      commitment to ethical and legal conduct, the Company expects each of its
      employees to bring to the attention of the Company information about actual
      or
      suspected violations of the Code of Conduct or of law by any employee or agent
      of the Company, including improper or questionable accounting or auditing
      practices or matters. An employee who has information about actual or suspected
      violations of the Code or Conduct, including improper or questionable accounting
      or auditing practices or matters, should report such information by following
      the guidelines contained in the Company’s Complaint and Reporting Procedures, a
      copy of which is appended to the Code of Conduct as Schedule “B”. The Company
      will not take any adverse action against anyone as a result of his or her good
      faith complaint, report or concern pursuant to these procedures.





Because
      failure to report criminal activity can itself be understood to condone the
      crime, we emphasize the importance of reporting. Failure to report knowledge
      of
      wrongdoing may result in disciplinary action against those who fail to report.





**B.  Protection
      Against Retaliation**





Retaliation
      in any form against an individual who reports a violation of the Code of Conduct
      or of law in good faith, even if the report is mistaken, or who assists in
      the
      investigation of a reported violation, is itself a serious violation of the
      Code
      of Conduct. Acts of retaliation should be reported immediately and will be
      disciplined appropriately.





**C.  Good
      Faith
      Reporting**





Employees
      are required to act in good faith in connection with the making of reports
      under
      the Code of Conduct. Disciplinary action, up to and including the termination
      of
      employment, will be taken against any employee who makes a report under the
      Code
      of Conduct while not acting in good faith.





*
      * *





Please
      indicate that you have received, read and will abide by the Code of Conduct
      by
      signing your name and dating the attached acknowledgment and returning it
      promptly to your supervisor.










**OccuLogix,
        Inc. Code of Conduct Certificate of Compliance**


I
      acknowledge that I have received a copy of the Code of Conduct (including the
      Company’s Complaint and Reporting Procedures, a copy of which is appended to the
      Code of Conduct as Schedule “B”), that I have read and understand it and that I
      will apply it to all business interactions.





I
      acknowledge that I understand that the Code of Conduct summarizes the Company's
      policy for appropriate employee behavior and conduct and does not describe
      every
      specific act that is unacceptable or illegal.





I
      acknowledge that, to the best of my knowledge and other than any exceptions
      previously reported or described below, I have not violated the Code of
      Conduct.





I
      acknowledge that I understand the requirements of the Code of Conduct and my
      duty to comply with the requirements therein.





I
      acknowledge that I have no expectation of privacy with regard to any electronic
      communications in which I participate utilizing the property or facilities
      belonging to the Company and that the requirements of the Code of Conduct,
      and
      my duty to comply with the requirements therein, extend to such electronic
      communications.





I
      acknowledge that I have acted, and will continue to act, in accordance with
      my
      responsibilities and obligations as set forth in the Code of Conduct. I
      understand that any failure to do so may result in disciplinary action, which
      may include dismissal from employment with the Company.





I
      acknowledge that I have a duty to notify the Company, should I become aware
      of
      any violations or potential violations of the Code of Conduct, including
      improper or questionable accounting or auditing practices or
      matters.





I
      acknowledge that I am aware of reporting procedures for any actual or suspected
      violations of the Code of Conduct (including improper or questionable accounting
      or auditing practices or matters), as outlined in the Company’s Complaint and
      Reporting Procedures, a copy of which is appended to the Code of Conduct as
      Schedule “B”.








I
      acknowledge that any violations or potential violations of the Code of Conduct
      of which I am aware have been reported in accordance with the requirements
      of
      the Code of Conduct.





I
      acknowledge that, if I supervise others, all of my direct reports understand
      their responsibilities and obligations under the Code of Conduct. I further
      acknowledge that, to the best of my knowledge, my direct reports have not
      violated the Code of Conduct and that my direct reports are not aware of any
      violations of the Code of Conduct that have not been reported.





I
      acknowledge that the Code of Conduct may be revised, changed or amended, at
      any
      time and from time to time, and that I will abide by any and all revisions,
      changes or amendments to the Code of Conduct.





**Please
      initial the applicable statement.**


__________I
      have read the above Certificate of Compliance and have no exceptions to report.


__________I
      have read the above Certificate of Compliance and have the attached exceptions
      to report.





_______________________________________


Signature


_______________________________________


Name
      (Print or Type)


_______________________________________


Date


_______________________________________


Location











**SCHEDULE
      “A”**





**DISCLOSURE
      POLICY**











OCCULOGIX
      DISCLOSURE POLICY








**OBJECTIVE
      AND SCOPE**





The
      objective of this disclosure policy is to ensure that communications to the
      investing public about the Company are:





•
timely,
      factual and accurate; and


•
broadly
      disseminated in accordance with all applicable legal and regulatory
      requirements.





This
      disclosure policy confirms in writing our existing disclosure policies and
      practices. Its goal is to raise awareness of OccuLogix’s approach to disclosure
      among the board of directors, senior management and employees. This disclosure
      policy extends to all employees of OccuLogix, its board of directors and those
      authorized to speak on its behalf. It covers disclosures in documents filed
      with
      the securities regulators and written statements made in OccuLogix’s annual and
      quarterly reports, news releases, letters to shareholders, presentations by
      senior management and information contained on www.occulogix.com .
      It
      extends to oral statements made in meetings and telephone conversations with
      analysts and investors, interviews with the media as well as speeches, press
      conferences and conference calls.





**DISCLOSURE
      POLICY COMMITTEE**





The
      Executive Team has established a disclosure policy committee ("Committee")
      responsible for overseeing OccuLogix’s disclosure practices. The Committee
      consists of Elias Vamvakas (CEO), Tom Reeves (COO), Stephen Kilmer (IRO), and
      John Caloz (CFO).





The
      Committee will set benchmarks for a preliminary assessment of materiality and
      will determine when developments justify public disclosure. The Committee will
      meet as conditions dictate. It is essential that the Committee be kept fully
      apprised of all pending material OccuLogix developments in order to evaluate
      and
      discuss those events and to determine the appropriateness and timing for public
      release of information. If it is deemed that the information should remain
      confidential, the Committee will determine how that inside information will
      be
      controlled.





The
      Committee will review and update, if necessary, this disclosure policy on an
      annual basis or as needed to ensure compliance with changing regulatory
      requirements. The Committee will report to the board of directors on an annual
      basis.








**PRINCIPLES
      OF DISCLOSURE OF MATERIAL INFORMATION**





Material
      information is any information relating to the business and affairs of OccuLogix
      that results in, or would reasonably be expected to result in, a significant
      change in the market price or value of the Company’s securities or that would
      reasonably be expected to have a significant influence on a reasonable
      investor’s investment decisions. In complying with the requirement to disclose
      forthwith all material information under applicable laws and stock exchange
      rules, the Company will adhere to the following basic disclosure
      principles:




1.    Material
        information will be publicly disclosed immediately via news release and the
        filing of an 8K with the SEC.
 2.    In
        certain circumstances, the Committee may determine that such disclosure would
        be
        unduly detrimental to the Company (for example if release of the information
        would prejudice negotiations in a corporate transaction), in which case the
        information will be kept confidential until the Committee determines it is
        appropriate to publicly disclose. In such circumstances, the Committee will
        cause a confidential material change report to be filed with the applicable
        securities regulators, and will periodically (at least every 10 days) review
        its
        decision to keep the information confidential (also see 'Rumours').
 3.    Disclosure
        must include any information the omission of which would make the rest of
        the
        disclosure misleading (half truths are misleading).
 4.    Unfavourable
        material information must be disclosed as promptly and completely as favourable
        information.
 5.    No
        selective disclosure. Previously undisclosed material information must not
        be
        disclosed to selected individuals (for example, in an interview with an analyst
        or in a telephone conversation with an investor). If previously undisclosed
        material information has been inadvertently disclosed to an analyst or any
        other
        person not bound by an express confidentiality obligation, such information
        must
        be broadly disclosed immediately via news release.
 6.    Disclosure
        on www.occulogix.com alone does not constitute adequate disclosure of material
        information.
 7.    Disclosure
        must be corrected immediately if OccuLogix subsequently learns that earlier
        disclosure by the Company contained a material error at the time it was
        given.


**TRADING
      RESTRICTIONS AND BLACKOUT PERIODS**





In
      the
      course of employment with the Company, directors, officers and employees may
      come into possession of confidential and highly sensitive information concerning
      the Company, its suppliers or other companies with which the Company has had
      contractual relationships or may be negotiating transactions. Much of this
      information has a potential for affecting the market price of securities issued
      by the Company or the other companies involved. Under some circumstances,
      securities laws impose considerable civil and criminal penalties on persons
      who
      improperly obtain or use material, non-public information, in connection with
      a
      purchase or sale of securities (i.e. "insider-trading"). We are subject to
      U.S.
      securities laws as well as Canadian securities laws on insider trading. Recent
      federal legislation in the U.S. has given the U.S. Securities and Exchange
      Commission ("SEC") and courts even greater powers in imposing penalties for
      violations of the insider trading provisions of the U.S. securities laws and
      the
      SEC and governmental prosecutors have been vigorously enforcing these insider
      trading laws against both institutions and
      individuals .








OccuLogix
      has 3 primary policies with respect to employee trading
      restrictions:





1. No
      Trading on Material, Non-Public Information .





Any
      director, officer, or employee who has material, non-public information relating
      to the Company or
      to
      any other public entity ,
      including the Company’s major suppliers, (i) may not buy or sell the securities
      of the Company (or the other public entity), including trading in options as
      well as stock; (ii) pass along the information to others (so-called “tipping”),
      or (iii) permit any member of his or her immediate family or anyone acting
      on
      his or her behalf, or anyone to whom he or she has disclosed the information,
      to
      purchase or sell such securities or options.





To
      allow
      for public dissemination and evaluation of the information after public
      disclosure through appropriate channels, a reasonable time should be allowed
      to
      elapse (at least two business days) before trading in the security. During
      the
      60-day period beginning two business days after the release of quarterly or
      annual financial results, it is expected that you will be less likely to be
      in
      possession of material, non-public information. However, even during these
      periods, you are subject to the above prohibitions if you possess material,
      non-public information.





2. Trading
      Restrictions .





It
      is the
      Company’s policy that officers, directors, and employees should not engage in
      any of the following activities with respect to the Company’s
      securities:





A.  Trading
      in the Company’s stock at any time other than a "window period" which is the
      60-day period beginning two business days after the release of quarterly or
      annual financial results. The Company may also announce other "window periods"
      from time to time in its discretion in the event the Company files or publicly
      reports certain information, such as a prospectus for a stock offering. The
      Company may also announce "blackout periods" during which officers, directors
      and employees should not trade in the Company's stock, even within sixty days
      after the release of quarterly or annual financial results.




B.  The
      Company’s directors and certain executive officers who are subject to the rules
      under Section 16 of the U.S. Securities and Exchange Act (the “Section 16
      officers”) are prohibited from trading in the Company’s stock on a short-term
      basis at any time. Any stock purchases by directors or Section 16 officers
      must
      be held for a minimum of six months before sale, unless the stock is subject
      to
      forced sale (e.g., as a consequence of a merger or acquisition or a forced
      exercise of options upon termination of employment). This prohibition shall
      not
      prevent officers or directors from selling stock shortly after exercising
      options to purchase stock. If an officer needs clarification as to whether
      he/she is a “Section 16 officer” for this purpose, please contact the Legal
      Department.








C.  Short
      sales on the Company’s securities.





All
      officers, directors and employees should keep in mind that they are subject
      to
      the restrictions set forth in Section 1 above, even if there is an open "window
      period" pursuant to Section 2 above. This means that even if there is an open
      window period, you may not trade in the Company’s securities, including options,
      if you are in possession of material non-public information. Also, as a matter
      of clarification, the exercise of a stock option is considered to be "trading" in the Company's stock and is generally subject
      to
      the above restrictions. However, in the event you exercise an option to buy
      the
      Company's stock and then sell such stock, it will not be
      considered to be a trade of the Company's stock on a short-term basis for
      purposes of the restriction in subsection "2.B" above. In addition, there is
      an
      exception to the restrictions set forth in Section 2 if you are forced to
      exercise stock options pursuant to the terms of your stock option agreement
      or
      stock option plan in order to avoid a forfeiture of your options. Further,
      the
      Company may grant exceptions to the restrictions set forth in Section 2 above
      on
      an individual case-by-case basis so long as the restrictions set forth in
      Section 1 above are not violated. All requests for an exception to such
      restrictions or general questions about the above restrictions should be
      directed to the Legal Department.





3.     Restrictions
      on Participation in Internet Stock “Chat Rooms”.





In
      order
      to avoid inadvertent disclosure of non-public information, it is the Company’s
      policy that no officers, directors, or employees of the Company or any of its
      subsidiaries participate, or provide any entries in, any internet stock or
      investor “chat rooms” discussing the Company or its subsidiaries, or participate
      in any similar public electronic communications systems whereby material
      information about the Company or its subsidiaries is discussed.





Permission
      to participate in Internet stock “Chat Rooms” may be granted in extraordinary
      circumstances, but such permission must come only from the Company’s Disclosure
      Committee.





**DESIGNATED
      SPOKESPERSONS**





The
      Company designates a limited number of spokespersons responsible for
      communication with the investment community, regulators or the
      financial/business media. The CEO, the COO, the CFO and the IRO shall be the
      official spokespersons for the Company.





Individuals
      holding these offices may, from time to time, designate others within the
      Company to speak on behalf of the Company as back-ups or to respond to specific
      questions of scientific or clinical nature. Employees who are not authorized
      spokespersons must not respond under any circumstances to inquiries from the
      investment community, the media or others, unless specifically asked to do
      so by
      an authorized spokesperson. All such inquiries shall be referred to the
      IRO.








**NEWS
      RELEASES**





Once
      the
      Committee determines that a development is material, it will authorize the
      issuance of a news release, unless the Committee determines that such
      developments must remain confidential for the time being, appropriate
      confidential filings are made and control of that inside information is
      instituted. Should a material statement inadvertently be made in a selective
      forum, the Company will immediately issue a news release in order to fully
      disclose that information.





If
      the
      stock exchange(s) upon which shares of the Company are listed is open for
      trading at the time of a proposed announcement, prior notice of a news release
      announcing material information must be provided to the market surveillance
      department to enable a trading halt, if deemed necessary by the stock
      exchange(s). If a news release announcing material information is issued outside
      of trading hours, market surveillance must be notified before the market
      opens.





Annual
      and interim financial results will be publicly released as soon as possible
      following Audit Committee approval of the financial results press releases
      and
      statements. News releases will be disseminated through an approved news wire
      service that provides simultaneous national and/or international distribution.
      News releases will be transmitted to all stock exchange members, relevant
      regulatory bodies, major business wires, national financial media and the local
      media in areas where the Company has its headquarters and operations. News
      releases will be posted on www.occulogix.com simultaneously with their dissemination over the news wire.





**CONFERENCE
      CALLS**





Conference
      calls will be held for quarterly earnings and major corporate developments,
      whereby discussion of key aspects is accessible simultaneously to all interested
      parties, some as participants by telephone and others electing to be in a
      listen-only mode by telephone or via a webcast over the Internet. The call
      will
      be preceded by a news release containing all relevant material information.
      At
      the beginning of the call, a Company spokesperson will provide appropriate
      cautionary language with respect to any forward-looking information and direct
      participants to publicly available documents containing the assumptions,
      sensitivities and a full discussion of the risks and uncertainties.





The
      Company will provide advance notice of the conference call and webcast by
      issuing a news release announcing the date and time and providing information
      on
      how interested parties may access the call and webcast. In addition, the Company
      may send invitations to analysts, institutional investors, the media and others
      invited to participate. Any non-material supplemental information provided
      to
      participants will also be posted to the Web site for others to view. A tape
      recording of the conference call and/or an archived audio webcast on the
      Internet will be made available following the call for a minimum of 7 days,
      for
      anyone interested in listening to a replay.





The
      Committee will hold a debriefing meeting immediately after the conference call
      and if such debriefing uncovers selective disclosure of previously undisclosed
      material information, the Company will immediately disclose such information
      broadly via news release.








**RUMOURS**





The
      Company does not comment, affirmatively or negatively, on rumours. This also
      applies to rumours on the Internet. The Company’s spokespersons will respond
      consistently to those rumours, saying, “It is our policy not to comment on
      market rumours or speculation.” Should the stock exchange request that OccuLogix
      make a definitive statement in response to a market rumour that is causing
      significant volatility in the stock, the Committee will consider the matter
      and
      decide whether to make a policy exception. If the rumour is true in whole or
      in
      part, the Company will immediately issue a news release disclosing the relevant
      material information.





**CONTACTS
      WITH ANALYSTS, INVESTORS AND THE MEDIA**





Disclosure
      in individual or group meetings does not constitute adequate disclosure of
      information that is considered material non-public information. If the Company
      intends to announce material information at an analyst or shareholder meeting
      or
      a press conference or conference call, the announcement must be preceded by
      a
      news release.





The
      Company recognizes that meetings with analysts and significant investors are
      an
      important element of the Company’s investor relations program. The Company will
      meet with analysts and investors on an individual or small group basis as needed
      and will initiate contacts or respond to analyst and investor calls in a timely,
      consistent and accurate fashion in accordance with this disclosure
      policy.





The
      Company will provide only non-material information through individual and group
      meetings, in addition to regular publicly disclosed information, recognizing
      that an analyst or investor may construct this information into a mosaic that
      could result in material information. The Company cannot alter the materiality
      of information by breaking down the information into smaller, non-material
      components.





If
      a
      spokesperson inadvertently provides selective disclosure of previously
      undisclosed material information, the Company will immediately disclose such
      information broadly via news release.








**REVIEWING
      ANALYST DRAFT REPORTS AND MODELS**





It
      is the
      Company’s policy to review, upon request, analysts’ draft research reports or
      models. The Company will review the report or model for the purpose of pointing
      out errors in fact based on publicly disclosed information. It is OccuLogix’s
      policy, when an analyst inquires with respect to his/her estimates, to question
      an analyst’s assumptions if the estimate is a significant outlier among the
      range of estimates and/or the Company’s published earnings guidance. The Company
      will limit its comments in responding to such inquiries to non material
      information. The Company will not confirm, or attempt to influence, an analyst’s
      opinions or conclusions and will not express comfort with the analyst’s model
      and earnings estimates.





In
      order
      to avoid appearing to “endorse” an analyst’s report or model, the Company will
      provide its comments orally or will attach a disclaimer to written comments
      to
      indicate the report was reviewed only for factual accuracy.





**FORWARD-LOOKING
      INFORMATION**





Should
      the Company elect to disclose forward-looking information (FLI) in continuous
      disclosure documents, speeches, conference calls, etc., the following guidelines
      will be observed:





1.
            The
                information, if deemed material, will be broadly disseminated via
                news
                release, in accordance with this disclosure
                policy.


2.
            The
                information will be clearly identified as forward
                looking.


3.
            The
                Company will identify all material assumptions used in the preparation
                of
                the forward-looking information.


4.
            The
                information will be accompanied by a statement that identifies, in
                very
                specific terms, the risks and uncertainties that may cause the actual
                results to differ materially from those projected in the
                statement.


5.
            The
                information will be accompanied by a statement that disclaims the
                Company’s intention or obligation to update or revise the FLI, whether as
                a result of new information, future events or otherwise. Notwithstanding
                this disclaimer, should subsequent events prove past statements about
                current trends to be materially off target, the Company may choose
                to
                issue a news release explaining the reasons for the difference. In
                this
                case, the Company will update its guidance on the anticipated impact
                on
                revenue and earnings (or other key metrics). If the Company has issued
                a
                forecast or projection in connection with an offering document covered
                by
                National Policy 48,




the
      Company will update that forecast or projection periodically, as required by
      National Policy 48.








**MANAGING
      EXPECTATIONS**





The
      Company will try to ensure, through its regular public dissemination of
      quantitative and qualitative information, that analysts’ estimates are in line
      with the Company’s own expectations. The Company will not confirm, or attempt to
      influence, an analyst’s opinions or conclusions and will not express comfort
      with analysts' models and earnings estimates. If the Company has determined
      that
      it will be reporting results materially below or above publicly held
      expectations, it will disclose this information in a news release in order
      to
      enable discussion without risk of selective disclosure.





**DISCLOSURE
      RECORD**





The
      IRO
      will maintain a two year file containing all public information about the
      Company, including continuous disclosure documents, news releases, analysts’
reports, transcripts or tape recordings of conference calls, debriefing notes,
      notes from meetings and telephone conversations with analysts and investors,
      and
      newspaper articles.





**RESPONSIBILITY
      FOR ELECTRONIC COMMUNICATIONS**





This
      disclosure policy also applies to electronic communications. Accordingly,
      officers and personnel responsible for written and oral public disclosures
      shall
      also be responsible for electronic communications. The IRO is responsible for
      updating the investor relations section of www.occulogix.com and is
      responsible, along with the general counsel ( *to-be-hired* ),
      for
      monitoring all Company information placed on the Web site to ensure that it
      is
      accurate, complete, up-to-date and in compliance with relevant securities
      laws.





Investor
      relations material shall be contained within a separate section of www.occulolgix.com and
      shall include a notice that advises the reader that the information posted
      was
      accurate at the time of posting, but may be superceded by subsequent
      disclosures. All data posted to the Web site, including text and audiovisual
      material, shall show the date such material was issued. Any material changes
      in
      information must be updated immediately. The minimum retention period for
      material corporate information on the Web site shall be two years.





Disclosure
      on www.occulogix.com alone
      does not constitute adequate disclosure of information that is considered
      material non-public information. Any disclosures of material information on
      OccuLogix’s web site will be preceded by the issuance of a news
      release.





The
      IRO
      shall also be responsible for responses to electronic inquiries. Only public
      information or information which could otherwise be disclosed in accordance
      with
      this disclosure policy shall be utilized in responding to electronic
      inquiries.





**COMMUNICATION
      AND ENFORCEMENT**





This
      disclosure policy extends to all employees of the Company, its board of
      directors and authorized spokespersons. New directors, officers and employees
      will be provided with a copy of this disclosure policy and will be educated
      about its importance. Whenever significant changes are made to this disclosure
      policy, a new copy and accompanying explanation of the changes will be sent
      to
      all employees. Any employee who violates this disclosure policy may face
      disciplinary action up to and including termination of his or her employment
      with the Company without notice. The violation of this disclosure policy may
      also violate certain securities laws. If it appears that an employee may have
      violated such securities laws, the Company may refer the matter to the
      appropriate regulatory authorities, which could lead to penalties, fines or
      imprisonment.








**SCHEDULE
      “B”**





**COMPLAINT
      AND REPORTING PROCEDURES**








**OCCULOGIX,
      INC.**


**COMPLAINT
      AND REPORTING PROCEDURES**


Effective
      July, 2005





**Summary**




The
      Complaint and Reporting Procedures adopted by the Company’s Audit Committee
      provides an avenue for all Company employees to report suspected improper
      financial or management activity.




**Complaint
      and Reporting Procedures**




Any
      person may submit a good faith complaint, report or concern regarding accounting
      or auditing matters relating to OCCULOGIX, Inc. and its subsidiaries (the
“Company”) or violations of the Company’s policies to the Audit Committee **without
      fear of dismissal or retaliation of any kind** .
      The
      Company’s Board of Directors and its management are committed to achieving
      compliance with all applicable securities laws and regulations, accounting
      standards, accounting controls and audit practices.


In
      order
      to facilitate the reporting, the Company’s Audit Committee has established the
      following procedures for: (a) the receipt, retention and treatment of
      complaints, reports and concerns regarding accounting, internal accounting
      controls or auditing matters (“Accounting Matters”) and regarding potential
      violations of applicable laws, rules and regulations or of the Company’s codes,
      policies and procedures (“Compliance Matters”); and (b) the confidential,
      anonymous submission of complaints, reports and concerns regarding Accounting
      Matters or Compliance Matters.




**Receipt
      of Calls**




Any
      person with concerns regarding Accounting Matters or Compliance Matters may
      report their concerns on a confidential or anonymous basis to the Audit
      Committee of the Company by calling the independent, toll-free ValuesLine
      established by the Audit Committee for that purpose. The toll-free ValuesLine
      number is **1-888-475-8376** **** and
      it is
      available 24 hours a day, 7 days a week. Alternatively, an employee may also
      submit his or her complaint, report or concern via a secured website at https://www.compliance-helpline.com/Occulogix.jsp . These
      procedures will also be posted on the Company’s website at www.Occulogix.com .




**Direct
      Correspondence with Non-Management Directors**




The
      ValuesLine will allow interested persons to make their concerns regarding the
      Company and its management known to the non-management directors of the Company
      on a direct, anonymous and confidential basis.




**Scope
      of Matters Covered by Procedures**




These
      procedures relate to complaints, reports and concerns about questionable
      accounting, internal accounting controls or auditing matters, including:


·
            the
                circumvention or attempted circumvention of internal accounting controls;


·
            fraud
                or error in the preparation, evaluation, review or audit of any financial
                statement of the Company;


·
            fraud
                or error in the recording and maintaining of financial records of
                the
                Company;


·
            deficiencies
                in or noncompliance with the Company’s internal accounting controls;


·
            misrepresentation
                or false statement to or by a senior officer or accountant regarding
                a
                matter contained in the financial records, financial reports (including
                discussions in quarterly and annual reports filed with the Securities
                and
                Exchange Commission) or audit reports of the Company; and


·
            deviation
                from full and fair reporting of the Company’s financial condition.







These
      procedures also relate to reports of violations, including violations of:


·
            applicable
                laws, rules and regulations;


·
            listing
                standards of the National Association of Securities Dealers (NASD);


·
            the
                Company’s Corporate Code of Business Conduct and Ethics;


·
            the
                Company’s Policy on Insider Trading (See Disclosure Policy); and


·
            any
                other code, policy or procedure established by the Company.




**Treatment
      of Complaints and Reports**


The
      Audit
      Committee has retained a third party provider to accept, verify and log all
      calls, complaints, reports and concerns received. Upon receipt of a call,
      complaint, report or concern, the third party provider will notify the Audit
      Committee. The Audit Committee will then (a) determine whether it pertains
      to
      Accounting Matters or Compliance Matters or is a concern addressed to the
      non-management directors of the Company and (b) when possible, acknowledge
      receipt to the sender (if so requested by the sender).


1.
            Calls,
                complaints, reports and concerns relating to Accounting Matters will
                be
                reviewed, under Audit Committee direction and oversight, by the Internal
                Audit department or such other persons as the Audit Committee determines
                to be appropriate.


2.
            Calls,
                complaints, reports and concerns relating to Compliance Matters will
                be
                reviewed, under Audit Committee direction and oversight, by the Company’s
                Legal department or Human Resources department, as appropriate.


3.
            If
                a call, complaint, report or concern is intended for the non-management
                directors of the Company, the Audit Committee will inform the remaining
                non-management directors. The Audit Committee will also make the
                transcript/report of the call available to them.




Prompt
      and appropriate corrective action will be taken when and as warranted in the
      judgment of the Audit Committee, the Board of Directors or the non-management
      directors, as applicable.




**Protection
      of Employees from Reprisal and Confidentiality**




The
      Company will not take any adverse action against anyone as a result of his
      or
      her good faith complaint, report or concern pursuant to these procedures.
      Furthermore, the Company will not discharge, demote, suspend, threaten, harass
      or in any manner discriminate against any employee in the terms and conditions
      of employment based upon any lawful actions taken by the employee with respect
      to a good faith reporting of complaints, concerns or other matters regarding
      the
      Company or otherwise as specified in Section 806 of the Sarbanes-Oxley Act
      of
      2002.




It
      is the
      policy of the Audit Committee to address written complaints that allege acts
      or
      attempted acts of interference, reprisal, retaliation, threats, coercion, or
      intimidation against employees who disclose improper management activities
      pursuant to the procedures outlined above.


The
      Audit
      Committee and its representatives shall not reveal the identity of any person
      who makes or expresses a good faith complaint, report or concern regarding
      Accounting or Compliance Matters and who asks that his or her identity, as
      the
      person who made such call remain confidential. Furthermore, the Audit Committee
      will not make any effort, or tolerate any effort made by any other person or
      group, to ascertain the identity of any person who makes or expresses a good
      faith complaint, report or concern anonymously regarding Accounting or
      Compliance Matters.







**Reporting
      and Retention of Complaints and Investigations**




The
      third
      party provider will maintain a log of all calls, complaints, reports and
      concerns, tracking their receipt and reporting to the Audit Committee. The
      Chairman of the Audit Committee will maintain a log tracking the investigation
      and resolution of all calls, complaints, reports and concerns and will prepare
      a
      periodic summary report for the Audit Committee regarding its investigations
      of
      Accounting Matters. The Company’s Legal counsel will prepare a periodic summary
      report for the Audit Committee regarding his or her investigation of Compliance
      Matters.




**Amendments**




The
      Audit
      Committee of the Board of Directors of the Company may amend these procedures
      at
      any time, consistent with requirements of applicable laws, rules and
      regulations. All amendments to this policy will be posted on the Company’s
      website.




**Adopted
      and Approved by**




The
      Audit
      Committee of the Board of Directors of OCCULOGIX, Inc.


Georges
      Noël, Audit Committee Chairman


Tom
      Davidson, Audit Committee Member


Jay
      Holmes, Audit Committee Member


Dr.
      Richard Lindstrom, Audit Committee Advisor








**SCHEDULE
      “C”**





**OccuLogix,
      Inc. (“OccuLogix” or the “Company”)**





**General
      Network Security**


**User
      Guidelines and Policies**





**Objectives:**


OccuLogix’s
      General Network Security User Guidelines and Policies (the **“Policy”** )
      establishes the core rules for safeguarding the Company’s electronic information
      from accidents or deliberate misuse. The computers with which employees are
      provided or to which they have access for work, and the e-mail system to which
      employees are provided access for work, are all the property of the Company,
      to
      be used exclusively for the conduct of Company business. All communications
      and
      information transmitted by, received from or created or stored in the computer
      system (whether through word processing programs, e-mail, the Internet or
      otherwise) belong to the Company and are the Company’s records and
      property.





The
      principal objectives of the Policy are the following:





·
            To
                protect OccuLogix's business information and any information of third
                parties within OccuLogix’s custody by maintaining the confidentiality,
                integrity and availability of such
                information.


·
            To
                establish safeguards to protect OccuLogix's information resources
                from
                theft, abuse, misuse and damage.


·
            To
                establish responsibility and accountability for information security
                within OccuLogix.


·
            To
                encourage employees of OccuLogix to maintain an appropriate level
                of
                awareness and knowledge in order to minimize the occurrence and severity
                of information security incidents.


·
            To
                ensure that OccuLogix is able to continue its commercial activities
                even
                in the event of significant information security
                incidents.


·
            To
                ensure that OccuLogix has suitable policies in place to meet applicable
                regulatory requirements, including the Sarbanes-Oxley Act of 2002,
                the
                Health Insurance Portability and Accountability Act and the Personal
                Information Protection and Electronic Documents Act, and International
                Standards ISO 17799 and BS 7799.





**Employees’
      Responsibility to Protect Data Confidentiality:**


A
      key
      element of any information security process is the maintenance of
      confidentiality of information and data. OccuLogix is committed to doing its
      part to guarantee the security of all Company files through backups, encryption
      software, virus protection procedures, accurate and timely communication and
      proper maintenance practices. However, each employee of OccuLogix also bears
      a
      certain amount of responsibility in this regard.





The
      Policy sets out what is expected of every member of the OccuLogix team to
      minimize data exposure and to ensure the integrity, confidentiality and
      availability of all information stored on the Company’s network.








**Using
      the Internet in an Acceptable Way:**


Employees
      may not use OccuLogix’s systems to access or download material from the Internet
      which is inappropriate, offensive or illegal or which jeopardizes
      security.





Although
      not comprehensively illustrative of all prohibited activities, the following
      examples of Internet access and use are prohibited. Not only would they detract
      from business efficiency, some of the following activities can even result
      in
      legal and criminal proceedings, which will almost certainly damage
      OccuLogix:





1.
            Downloading
                of pornographic material from web
                sites.


2.
            Playing
                games, gambling and participating in 'chat’ sessions (see “Online ‘Chat
                Rooms’”).


3.
            Subscribing
                and contributing to news groups using the corporate Internet address
                and
                signature.


4.
            Sending
                and receiving personal correspondence by e-mail, the volume and content
                of
                which reasonably can be deemed excessive and/or
                inappropriate.


5.
            Excessive
                'surfing' of web sites during business hours for personal
                reasons.


6.
            Retrieval
                and distribution of offensive 'joke'
                e-mails.


7.
            The
                use and abuse of office equipment for the storage and printing of
                inappropriate material (*e.g.*large pictures or images).





Excessive
      use of the Company's Internet connection produces bandwidth strain, which causes
      the system’s performance to deteriorate for all members of the OccuLogix
      community.





As
      with
      e-mail, all Internet activity is logged and is traceable. Users are not
      monitored as a rule, but OccuLogix responds as necessary to inappropriate online
      conduct in a manner consistent with existing guidelines governing abuse of
      Company property. The Company has the right, but not the duty, for any reason
      and without the permission of any employee, to monitor any and all aspects
      of
      the Company’s computer system, including, without limitation, reviewing
      documents created and stored on the computer system, deleting any matter stored
      in the computer system, monitoring web sites visited, monitoring “chat” sessions
      and news groups, reviewing material downloaded or uploaded by users from the
      Internet and reviewing e-mail communication. Employees should not have an
      expectation of privacy in anything they create, store, send or receive on the
      Company’s computer system.





**Online
      ‘Chat Rooms’** **:**


Employee
      participation in Internet “chat” sessions, whether the employee is at the
      workplace or elsewhere, **on
      any business or investment matter concerning** **OccuLogix** **or its competitors,** is
      completely forbidden. OccuLogix, which is occasionally the subject of rumors
      originating in online forums, has a legal obligation to distribute news and
      information only through the proper and legal simultaneous disclosure
      networks.





**Use
      of E-mail:**


E-mail
      is
      an extremely useful communication instrument. It is fast, uncomplicated,
      flexible and economical. Employees are urged to make e-mail their communication
      medium of choice to the greatest extent possible. However, there are limitations
      to this technology that employees must understand.





**Employees
      are never to assume that electronic communication is
      confidential** .
      Unbeknownst to the sender and the receiver, the message may be routed through
      any number of public servers, making interception a constant possibility. In
      light of this risk, employees are required to exercise good judgment in their
      use of e-mail and, in the case of any uncertainty regarding the appropriateness
      of the use of e-mail in a given circumstance, are encouraged to consult their
      immediate supervisors for guidance.








At
      OccuLogix, casual use of e-mail is not forbidden; however, non-business
      messaging is acceptable only inside certain parameters. The following practices
      are not tolerated to any degree:





·
            **chain
                letters**-
                Obnoxious and tiresome, chain letters annoy people and exhaust space.
                Virus hoaxes are often chain letters by a kinder name. If an employee
                receives any advisory concerning a computer virus from any source
                other
                than the Information System Group (**“ISG”**),
                he or she must notify the OccuLogix Helpdesk immediately and nobody
                else.
                The OccuLogix Helpdesk will broadcast the warning accordingly, should
                it
                prove to be legitimate.





·
            **solicitations**-
                The computer system may not be used to solicit for religious or political
                causes, commercial enterprises or outside organizations or for any
                other
                activities that are unrelated to an employee’s service with the
                Company.





·
            **use
                of superfluous attachments**-
                Non-business messages and other diversions are permitted in text
                format
                only. Whereas text messages are technically harmless and, generally,
                of
                manageable size, pictures, animations, sound files, videos, executable
                files, and the like are a common source of viruses (since their origins
                are rarely known); too often, such objects are also unwieldy, compromising
                the performance of system resources. Non-business file attachments
                are not
                acceptable at OccuLogix.





·
            **subscriptions
                to e-mail servers for non-business purposes**-
                The volume of messages that e-mail servers generate can lead to inordinate
                consumption of systems resources. These subscriptions are a form
                of abuse
                of Internet privileges.





·
            **immoderation**-
                Employees are cautioned against excessive use of e-mail for non-business
                purposes. Abuse of e-mail is treated as seriously by management as
                abuse
                of any other Company resource or service.





Finally,
      employees are advised that e-mail messages (both internal and external) are
      Company property and, consequently, not private. **Any
      message that a person sends or receives using an** **OccuLogix** **account is ultimately retrievable, and there is no reasonable expectation of
      privacy in this regard.** Because
      OccuLogix does not wish to foster an atmosphere of suspicion and solemnity,
      the
      substance of electronic traffic is not scrutinized on a regular basis. However,
      employee communication through e-mail is subject to all Company policies, as
      they exist from time to time, on harassment, defamation and other forms of
      antisocial or offensive behavior. It is prohibited to send or receive messages
      or files that are illegal, sexually explicit, abusive, harassing, offensive
      or
      profane.








**E-mail
      Confidentiality Warning:**


All
      e-mail messages sent by employees should contain the form of confidentiality
      warning prescribed by the Company from time to time which, on the date of
      original adoption of the Policy, reads as follows:





**This
      e-mail message and attachments, if any, are for the sole viewing and use of
      the
      intended recipients and may be privileged and/or confidential. Any distribution,
      printing or other use by anyone other than the intended recipients is strictly
      prohibited. If you are not an intended recipient, please contact the sender
      immediately and permanently destroy this e-mail message and all attachments,
      if
      any.**





**Keeping
      Passwords Confidential:**


Each
      employee is assigned a User ID and a Password for access to the Company’s
      network, for which there are different levels of access. Privileges usually
      include permission to open certain files and applications but not others, and
      the actions that individuals are allowed to perform in specific areas of the
      network vary.





All
      employees must treat their User IDs and Passwords as private and highly
      confidential. **Disclosure
      of User IDs and Passwords to anyone, other than to members of the ISG, is
      strictly prohibited** . Employees
      are accountable for an action performed on the network during their login
      sessions, regardless of who performs those actions. **** Failure
      to comply with this policy could result in disciplinary action.





**Securing
      Attended and Unattended Workstations:**


Employees
      are required to refrain from leaving their workstations logged into the network
      at night or during any other significant period when their terminal is
      unattended. Display screens should be safeguarded via screen passwords when
      a
      workstation owner leaves his or her workstation for a significant period of
      time. To the extent possible, workstations should be placed on a desktop in
      such
      a manner so as to ensure that protected data cannot be seen, inadvertently
      or
      not, by unauthorized individuals.





**Sharing
      (Access to) Confidential Information with Non-** **OccuLogix** **Employees:**


All
      data
      and information not in the public domain, relating to OccuLogix’s business and
      its employees, must remain confidential at all times. Company information must
      not be divulged to acquaintances, friends or family members who do not have
      clearance to receive such information. OccuLogix has a legal obligation to
      distribute Company news and information only through the proper and legal
      simultaneous disclosure networks.








**Software
      Use:**


Each
      employee's computer system is pre-loaded with certain, ISG-approved software
      which is configured in a specific way. **This
      software and its constituent files must never be modified or deleted, other
      than
      by a member of the ISG.**





Unapproved
      software can produce compatibility problems, making troubleshooting of network
      software and other components of any employee's system more difficult because
      it
      prevents the ISG from dealing with a standard operating environment.
      Uncontrolled software use also puts OccuLogix at greater risk of virus
      infection.





**Complying
      with Copyright and Software Licensing Legislation:**


Copying
      and distributing software is illegal, unless the owner of the software expressly
      grants permission. Software installations are strictly forbidden without express
      approval and direction from the ISG. In order to maintain the integrity of
      its
      system and to safeguard data, OccuLogix takes precautions to prevent
      unauthorized software installations.





**Reporting
      Loss, Theft or Damage:**


OccuLogix
      expects all employees to report promptly to the OccuLogix Helpdesk any loss
      or
      theft of, or damage to, computer hardware, software or peripherals in their
      custody, including, without limitation, laptop computers, desktop computers,
      Blackberry units, printers, mice and hardware accessories. Any such loss, theft
      or damage must be reported to the OccuLogix Helpdesk without delay.





**Reporting
      Information Security Incidents, Breaches & Weaknesses:**


OccuLogix
      expects all employees to report security incidents, breaches and weaknesses
      promptly. Security incidents, breaches and weaknesses include, but are not
      limited to, any occurrence or state of affairs which, although, in itself,
      may
      not compromise information security, could result in it becoming
      compromised.





Any
      information security incidents, breaches and weaknesses must be reported without
      delay to the OccuLogix Helpdesk to speed up the identification of any damage
      caused and any restoration or repair and to facilitate the gathering of any
      associated evidence.





Questions
      and concerns regarding the Policy should be directed to the Director of
      Corporate Compliance, the Human Resources Department or the Legal
      Department.