Exhibit 10.1 - ASAHI DISTRIBUTORSHIP AGREEMENT


    2006
      DISTRIBUTORSHIP AGREEMENT

    


    


    This
      Agreement made and entered into on October the 20th, 2006
      (hereinafter called “Effective
      Date”),
      by
      and between Asahi Kasei Medical Co., Ltd. (changed its name from Asahi Medical
      Co., Ltd. in 2004), a corporation organized and
      existing under the laws of Japan, with its principal place of business at 9-1,
      Kanda
      Mitoshirocho, Chiyoda-ku, Tokyo, Japan (hereinafter called “ASAHI”)
      and
      OccuLogix,
      Inc., a corporation organized and existing under the laws of the State of
      Delaware, the
      United
      States of America, with a place of business at 612 Florida Avenue, Palm Harbor,
      Florida 34683, the United States of America (hereinafter called
      “OCCULOGIX”):

    


    WITNESSETH

    


    WHEREAS,
      ASAHI
      and
      Apheresis Technologies, Inc. (“ATI”)
      entered into, on February
      1,
      1997, the “1997
      Distributorship Agreement” which had been amended by the “Memorandum” dated
      April 1, 1998, the “Amendment to 1997 Distributorship Agreement and Plasmaflo
      Agreement” dated January 1, 1999, the “2000 Agreement” dated September 1,
      2000
      and the
“Second
      Amendment to 1997 Distributorship Agreement and Plasmaflo Agreement” dated
      November 1, 2000 (such amended Distributorship Agreement shall be hereinafter
      called “1997-DA”).
      As
      OccuLogix Corporation (“OLC”)
      had
      split off ATI and succeeded to
      ATI’s
      business relating to the product for the Treatment Disease (as defined in the
      1997-DA) on December 31, 2001, ASAHI, OLC and ATI made, on the same date, the
      “Memorandum” to terminate the 1997-DA and to enter into a new distributorship
      agreement. Under
      such
      Memorandum, ASAHI and OCCULOGIX (which had been assigned the below 2001-DA
      by
      OLC with ASAHI’s
      consent to such assignment under the “Consent To Assignment Of Contract” dated
      July 25, 2002 and changed its name from Vascular Sciences Corporation
      in
      2004)
      entered into, on December 31, 2001, the “Distributorship
      Agreement”, which has been amended by the “2003 Memorandum” dated October 30,
      2003, the “2004 Memorandum” dated July 28, 2004 and the “2005 Memorandum” dated
      October 17, 2005 (such amended Distributorship
      Agreement shall be hereinafter
      called “2001-DA”);

    


    WHEREAS,
      since
      July 2, 1999, OCCULOGIX (ATI before said assignment in 2002) has been carrying
      out the clinical trial for obtaining the FDA (hereinafter defined) approval
      and
      validation to market,
      sell
      and use the product of the set of the first filter “Plasmaflo
      OP-05W(L)” and the second filter “Rheofilter AR-2000” for the disease of an
      age-related macular degeneration in the United States of America and, after
      such
      execution date, shall be responsible,
      at its own costs and expenses, for obtaining the FDA approval and
      validation
      by use
      of such clinical trial (hereinafter called “MIRA-1”)
      pursuant to Article 7.1.1 of the 2001-DA;

    


    WHEREAS,
      on
      February 3, 2006, OCCULOGIX announced “MIRA-1
      did not demonstrate a statistically significant difference in the mean change
      of
      Best Spectacle-Corrected Visual Acuity applying the Early Treatment Diabetic
      Retinopathy Scale between the treated and placebo groups at 12-months
      post-baseline. As expected, the treated group demonstrated a positive response.
      An anomalous response of the control group is the principal reason that the
      primary efficacy endpoint was not met.”
      Because
      such announcement has made it unlikely that the FDA approval and validation
      using the MIRA-1
      data
      will
      be obtained (as set forth in Article 7.1.1 of the 2001-DA), it is necessary
      for
      OCCULOGIX to consult with ASAHI and attempt to reach a mutually acceptable
      resolution;

    


    WHEREAS,
      at the
      April 25, 2006 Tokyo meeting among ASAHI, OCCULOGIX and Diamed
      Medizintechnik GmbH,
      it was
      decided among them that, as the result of reviewing MIRA-1, OCCULOGIX would
      try
      again the clinical trial under support of ASAHI by new agreement form, and
      considered it expedient to decide that the second filter would be changed
      from “Rheofilter
      AR-2000” to “Rheofilter SR-20” because the production of Rheofilter AR-2000
      would be planned to cease in 2008 and Rheofilter SR-20 has already come onto
      the
      EU market in February of 2006; and

    


    WHEREAS,
      ASAHI
      and OCCULOGIX desire to make
      such
      new agreement, together with the termination of the 2001-DA.

    


    NOW,
      THEREFORE, for
      and
      in consideration of the mutual covenants and premises hereinafter set forth,
      and
      other good and valuable consideration, the sufficiency of which is hereby
      acknowledged,
      the parties hereto agree as follows: 

    


    


    ARTICLE
      1. DEFINITIONS

    


    As
      used
      in this Agreement, the following terms shall have the following meanings
      respectively.

    A. “Product”
      shall
      mean the set of the first filter and second filter,
      which
      are always used
      together for the Treatment Disease and
      which
      are set forth in Exhibit
      A
      attached
      hereto.

    B. “Territory”
shall
      mean the countries or areas consisting of (i) “Territory-1a”
(as
      defined in Exhibit
      B
      attached
      hereto), (ii) “Territory-1b”
(as
      defined in Exhibit
      C
      attached
      hereto),

        
      (iii) “Territory-2”
(as
      defined in Exhibit
      D
      attached
      hereto) and (iv) “Territory-3”
(as
      defined in Exhibit
      E
      attached
      hereto).

    C. “Distribution
      Period-1a”
shall
      mean the period from the Effective Date until ten (10) years after the
      date
      of obtaining the FDA Approval, which may
      be
      renewed for additional and 

         successive
      one (1) year periods, unless ASAHI or OCCULOGIX gives the other written notice
      of its intention not to renew at least six (6) months prior to the expiration
      date thereof.

    D. “Distribution
      Period-1b”
shall
      mean the period from the Effective Date until ten (10) years after the date
      of
      obtaining the Health Canada Approval for the second filter (as set forth in
      

        
Exhibit
      A
      attached
      hereto), which may be renewed for additional
      and
      successive one (1) year periods,
      unless ASAHI or OCCULOGIX gives the other written notice of its intention


        
      not to renew at least six (6) months prior to the expiration date
      thereof.

    E. “Distribution
      Period-2”
shall
      mean the period from the Effective Date
      through
      December 31, 2010.

    F. “Treatment
      Disease”
      shall
      mean age-related macular degeneration.

    G. “FDA”
      shall
      mean the Federal Food and Drug Administration in the
      U.S.A.

    H. “Health
      Canada”
shall
      mean the Federal department of health in Canada.

    I.  
      “Approval”
shall
      mean the regulatory approval and validations to market, sell and use the Product
      for the Treatment Disease. 

    J.  
      “OCCULOGIX”
shall
      also include its affiliate companies, which are the organizations that are
      more
      than fifty percent (50%) owned or
      controlled by OCCULOGIX.
      Notwithstanding 

        
      anything to the contrary contained in this Agreement, such affiliate companies
      may market, sell and distribute any Product in the Territory subject to ASAHI’s
      prior approval in writing.

    K. “SPC”
shall
      mean the special
      purpose company,
      which
      ASAHI and OCCULOGIX will, before the FDA Approval is obtained hereunder,
      establish as the following new corporation 

         
      under the laws of the State of Delaware, the United States of
      America.

    (a) Purpose
      of Business: to own and control
      all
      rights of the obtained FDA Approval (PMA ownership) transferred from OCCULOGIX
      pursuant to Article 7.1.1 hereof

    (b) Ratio
      of
      Capital Contribution: 51% for ASAHI and 49% for OCCULOGIX

        
      The terms and conditions of establishment of SPC, including without
      limitation corporate name, kind
      of
      share, total number of issue (Authorized Capital), par value of one
      share,   

        
      total number of issue at establishment (Initial Paid-in Capital) and
      location of registered office, will be separately agreed upon by ASAHI and
      OCCULOGIX.After
      establishing the   

        
      SPC, ASAHI and OCCULOGIX will make the SPC entrust OCCULOGIX to carry out the
      business subject to the terms and conditions separately agreed upon by ASAHI
      and  

        
      OCCULOGIX. Additionally, ASAHI may at its discretion dispatch its
      employee to OCCULOGIX
      relating to such business.

     

    ARTICLE
      2. DISTRIBUTORSHIP

    


    2.1          
      Distributorship
      in the Territory:

    2.1.1   Territory-1a:

                   
      During
      the Distribution Period-1a, ASAHI hereby appoints OCCULOGIX as its exclusive
      distributor in the Territory-1a for the sale of the Product solely used for
      the
      Treatment 

                   
      Disease, provided, however, that OCCULOGIX obtains the FDA and other necessary
      Approvals in the Territory-1a according to Articles 7.1.1 and 7.2 through 7.7
      hereof 

           
              OCCULOGIX agrees to act as such
      exclusive distributor under the terms and conditions of this
      Agreement.

    2.1.2        Territory-1b:

           
              During
      the Distribution Period-1b, ASAHI hereby appoints OCCULOGIX as its exclusive
      distributor in the Territory-1b for the sale of the Product solely used for
      the
Treatment
      

                   
      Disease, provided, however, that OCCULOGIX
      obtains the Health Canada Approval in the Territory-1b according to Articles
      7.1.2 and 7.3 through 7.7 hereof. OCCULOGIX 

                   
      agrees to
      act as
      such exclusive distributor under the terms and conditions of this
      Agreement.

    2.1.3       
      Territory-2:

           
              During
      the Distribution Period-2, ASAHI hereby appoints OCCULOGIX as its exclusive
      distributor in the Territory-2 for the sale of the Product solely used for
      the
      Treatment 

                   
      Disease, provided, however, that OCCULOGIX obtains the
      necessary Approvals in the Territory-2 according to Articles 7.1.3 and 7.3
      through 7.7 hereof. OCCULOGIX agrees 

                   
      to act as
      such
      exclusive distributor under the terms and conditions of this
      Agreement.

    2.1.4       
      Territory-3:
      

           
              During
      the Distribution Period-2, ASAHI
      hereby
      appoints OCCULOGIX as its non-exclusive distributor in the Territory-3 for
      the
      sale of Product solely used for the Treatment 

                    Disease,
      provided, however, that OCCULOGIX obtains the necessary Approval in the
      Territory-3 according to Articles 7.1.4
      and
      7.3 through 7.7 hereof.
      OCCULOGIX agrees to 

                   
      act as
      such
      non-exclusive distributor under the terms and conditions of this
      Agreement.

    2.2           This
      Agreement
      does not construe OCCULOGIX as the agent or legal representative of ASAHI for
      any purpose whatsoever.
      OCCULOGIX
      is not granted any right or authority to assume
      or
      to create any obligation or responsibility, expressed or implied, on behalf
      of
      or in the name of ASAHI or to bind ASAHI in any manner or thing whatsoever,
      or
      to accept any
      legal
      process addressed
      to
      or intended for ASAHI.

    2.3          
      OCCULOGIX
      shall
      not, directly or indirectly, seek customers for the Product or establish a
      branch or distribution depot related to the Product outside the
      Territory.

    2.4           During
      the term of this Agreement, OCCULOGIX shall not represent, market, or sell
      any
product
      similar to or competitive with the Product in the Territory (excluding
      Territory-3).

    2.5          
      OCCULOGIX
      shall be
      solely responsible for all expenses and costs incurred in performing its duties
      hereunder, including, without
      limitation, all of its own operating and sales 

                   
      promotion expenses.

    2.6        
        OCCULOGIX
      shall
      use its best efforts to promote the sale and use of, and to secure orders and
      develop the market for, the Product in the Territory. The business conducted
      by
      OCCULOGIX
      in
      connection with the marketing of the Product shall at all times be conducted
      and
      maintained so as not to detract from, interfere with or adversely reflect upon
      the
      goodwill
      and reputation of ASAHI, its trademarks and/or trade names and the
      Product.

    2.7          
      OCCULOGIX
      shall make its best efforts that public and private medical insurance
      reimbursement shall be applied for the Treatment Disease using the Product
      in
      the Territory 

         
                (excluding Territory-3).
      OCCULOGIX shall also make the commercially reasonable efforts that public and
      private medical insurance reimbursement shall be applied for the
      Treatment Disease
      using the Product in the Territory-3.

    


    ARTICLE
      3. MINIMUM AND TARGET PURCHASE REQUIREMENT

    


    3.1          
      Minimum
      and Target Purchase in the Territory:

    3.1.1       
      Territory-1a:
      

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

    3.1.2      
       Territory-1b:

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

    3.1.3       
      Territory-2:
      

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

    3.1.4      
       Territory-3:
      

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

    3.2          
      For
      the
      purpose of this Article 3, the Product shall be considered purchased when the
      Product have actually been delivered
      in
      accordance with Article 4.6.

    


    ARTICLE
      4. ORDER AND DELIVERY

    


    4.1         
      For
      the
      purpose of sales planning by ASAHI, OCCULOGIX shall submit to ASAHI, in writing,
      before the twentieth (20th) day of each calendar quarter a report of
      OCCULOGIX’s
      sales
      and inventory of the Product,
      including the level of inventory of the Product by article. OCCULOGIX also
      shall
      submit to ASAHI, upon request from time to time, information in its possession
      with respect to competitors’
state
      of marketing and general market information, relevant economic, political and
      business conditions in the Territory,
      and
      texts and summaries of governmental statutes, rules and regulations established
      or revised from time to time, affecting the marketing or sale of the Product
      in
      the Territory.

    4.2          
      OCCULOGIX
      shall
      submit to ASAHI a calendar monthly rolling order forecast by the end of each
      calendar month for the six (6) calendar month period immediately following
      such
      calendar month. The rolling order forecasts for the first two (2) months
of
      each
      such six (6) month period shall be deemed a firm order for the Product,
      and each monthly forecast shall be consistent with previous forecasts with
      respect to such firm orders.

    4.3          
      ASAHI
      shall have the right to reject any order but agrees not to unreasonably
      reject any order placed by OCCULOGIX
      to satisfy its minimum purchase obligations of Product (as set forth in Article
      3 above). OCCULOGIX’s
      order
      shall be deemed accepted when it is acknowledged and accepted by ASAHI
      in
      writing. OCCULOGIX may not
      cancel
      any order after it is accepted by ASAHI
      without the written consent of ASAHI.

    4.4          
      ASAHI
      shall make its efforts to deliver the Product in accordance with the delivery
      schedules set forth in the accepted orders. However, if anything beyond the
      control
      of
      ASAHI
      prevents ASAHI from completely filling orders accepted by ASAHI in accordance
      with Article 4.3, a delayed and/or partial shipment shall be accepted by
      OCCULOGIX. ASAHI shall notify OCCULOGIX promptly if it anticipates any potential
      delay.

    4.5          
      If
      OCCULOGIX submits to ASAHI a reasonable order forecast of Product stipulated
      in
      Article 4.2 above and when it becomes clear that ASAHI may significantly be
      unable to meet such forecast or orders of Product for a period of more than
      six
      (6) months, both
      parties
      shall consult and discuss to reach a mutually acceptable resolution of the
      matter. If both parties cannot reach an acceptable resolution, notwithstanding
      the
      provision of Article 2.4 of this Agreement, OCCULOGIX may purchase product(s)
      competitive
      with
      Product from a third party
      with
      prior written consent of ASAHI; provided, however, that such purchase is
      necessary to meet customers’
demand
      in the Territory
      and
      shall be ceased immediately when ASAHI is able to resolve the situation
      described in the
      foregoing.

    4.6          
      The
      delivery of the Product shall be at the loading port in Japan on the basis
      of
“FOB”
as
      defined in the
      latest INCOTERMS, and the parties’
      respective obligations shall be determined in accordance with the
      latest INCOTERMS.

    


    ARTICLE
      5. PRICES
      AND
      TERMS OF PAYMENT

    


    5.1          
      The
      prices of the Product shall be as set forth in the price list to be issued
      to
      OCCULOGIX by ASAHI from time to time but not later than sixty (60) days before
      the effective date of such price list, provided that the price of
      any
      product of the Product in a given calendar year shall not exceed one hundred
      and
      twenty percent (120%) of the price effective at the end of the preceding
      calendar year, unless any of the following circumstances arise during a given
      calendar year:

    (a) significant
      change of currency exchange rate, or

    (b) significant
      increase of production cost of the Product, or

    (c) any
      events
      or
      circumstances that are proximately caused by causes, events or circumstances
      beyond ASAHI’s
      control;

    and
      provided, further, that,
      if
      any of
      the circumstances described in (a), (b) or (c) above ceases to exist, then
      the
      price of any product exceeding 120% of the preceding calendar year’s
      price
      shall be lowered to 120% of the preceding calendar year’s price.

    5.2          
      As
      soon
      as OCCULOGIX
      receives
      ASAHI’s
      acceptance of the order, OCCULOGIX
      shall open an irrevocable letter of credit (hereinafter referred to as
“L/C”)
      at
      thirty (30) days after Bill of Lading (B/L) date in favor of ASAHI
      by
      full cable confirmed by a Japanese, European or American
      bank which ASAHI
      accepts in advance or shall make the advanced payment by money transfer in
      favor
      of ASAHI to ASAHI’s
      designated account. Any bank charges related to
      L/C
      opening, L/C amendment and advanced payment shall be borne by
      OCCULOGIX.

    5.3          
      Payments
      under this Article 5 shall be made in the currency of U.S. dollars.

    


    ARTICLE
      6. RISK OF LOSS AND TITLE

    


    The
      title
      to and risk of loss of the Product shall pass from ASAHI
      to
      OCCULOGIX at the time when the purchased Product has been handed over to
the
      carrier or to another person acting on his behalf as defined in the
      latest INCOTERMS. All risks of loss and expenses in connection with such Product
      thereafter shall rest upon OCCULOGIX, including, without limitation, all risks
      and expenses incurred in
      the
      storage, cartage and transportation of the Product as well as all insurance,
      fee, charges, taxes (whether sales, use, value added or other), customs duties,
      and governmental charges or levies and all other charges and expenses of any
      nature whatsoever, thereafter incurred with respect to the Product, whether
      the
      same are levied upon ASAHI
      or
      OCCULOGIX. ASAHI shall not be deemed in any way responsible for obtaining such
      freight and/or insurance, and shall not in any way be liable for the
      transportation,
      cartage, insurance or other aspects of the storage or shipment of the
Product,
      after passage of title thereto to OCCULOGIX as set forth above.

    


    ARTICLE
      7. REGULATORY APPROVAL

    


    7.1             
      Approval
      in the Territory:

    7.1.1          
      Territory-1a:

    OCCULOGIX
      shall be responsible,
      at
      its own costs and expenses, for (i)
      submitting applications to obtain the FDA Approval and all other necessary
      Approvals in the Territory-1a, (ii) carrying out the clinical trial for such
      Approvals, (iii) obtaining such Approvals, and thereafter (iv)
      transferring
      to
      (a) the SPC all rights of such obtained FDA Approval and (b) ASAHI all rights
      of
      such obtained other Approvals, by the date of December 31, 2010. If any of
      the
      above Approvals cannot be obtained by such date, OCCULOGIX shall consult
      with
      ASAHI
      and
      attempt to reach a mutually acceptable resolution. Despite consultation, if
      both
      parties cannot find a mutually acceptable resolution, ASAHI may, upon six (6)
      months’
prior
      written notice to OCCULOGIX,
      delete the product (of the Product), which
      needs
      such Approval respectively.

    7.1.2          
      Territory-1b:

    OCCULOGIX
      shall be responsible, at its own costs and expenses, for (i) submitting an
      application to obtain the Health Canada Approval in the Territory-1b, (ii)
      carrying out the clinical trial for such
      Approval,
      (iii) obtaining such Approval, and thereafter (iv) transferring to ASAHI all
      rights of such obtained Approval, by the date of February
      28, 2009.
      If such
      Approval cannot be obtained by such date, OCCULOGIX shall consult with ASAHI
      and
      attempt to reach
      a
      mutually
      acceptable resolution. Despite consultation, if both parties cannot find a
      mutually acceptable resolution, ASAHI may, upon six (6) months’
prior
      written notice to OCCULOGIX,
      delete the product (of the Product), which needs such Approval.

    7.1.3          
      Territory-2:

    OCCULOGIX
      shall be responsible, at its own costs and expenses, for (i) submitting
      applications to obtain all necessary Approvals in the Territory-2, (ii) carrying
      out the clinical trial for such Approvals, (iii) obtaining such Approvals,
      and
      thereafter (iv) transferring
      to
      ASAHI all rights of such obtained Approvals, by the date of December 31, 2010.
      If any of the above Approvals cannot be obtained by such date, OCCULOGIX shall
      consult with ASAHI and attempt to reach a mutually acceptable resolution.
      Despite consultation, if both parties cannot find a mutually
      acceptable resolution, ASAHI may, upon six (6) months’
prior
      written notice to OCCULOGIX,
      delete the product (of the Product), which needs such Approval
      respectively.

    7.1.4          
      Territory-3:

    OCCULOGIX
      shall make its best efforts to, with half the costs and expenses shared with
      ASAHI, (i) submit an application to obtain all necessary Approval in the
      Territory-3, (ii) carry out the clinical trial for such Approval, (iii) obtain
      such Approval, and thereafter (iv) transfer to ASAHI all rights of such obtained
      Approval with co-copyrights of clinical data gained from such clinical trial,
      by
      the date of December 31, 2010. If such Approval cannot be obtained by such
      date,
      OCCULOGIX shall consult with
      ASAHI
      and
      attempt to reach a mutually acceptable resolution. Despite consultation, if
      both
      parties cannot find a mutually acceptable resolution, ASAHI may, upon six (6)
      months’
prior
      written notice to OCCULOGIX,
      delete the product (of the Product), which
      needs
      such Approval.

    7.2             
      FDA
      Application and Approval:

    7.2.1          
      In
      the
      course of the FDA application, OCCULOGIX shall fully comply with the schedule
      set forth in Exhibit
      F
      attached
      hereto.

    7.2.2          
      OCCULOGIX
      shall send ASAHI the documents for submissions to FDA (Investigational
      Device Exemption (“IDE”)
      application, Pre-market Approval (“PMA”)
      application, other submissions to FDA, analysis of clinical data, materials
      used
      for FDA meeting, etc.) for ASAHI’s review, before submitting to
      FDA.

    7.2.3           ASAHI
      shall bear and pay to OCCULOGIX, as a part
      of
      costs of the clinical trial for FDA application, (i) Two Million United States
      Dollars (US$ 2,000,000) within sixty (60) days after the later to occur of
      (a)
      receipt by OCCULOGIX of IDE approval in connection with such
      clinical
      trial
      and (b)
      the raising of a minimum of Fifteen Million United States Dollars (US$
      15,000,000) by OCCULOGIX for purposes of supporting its corporate
      diversification strategy, in addition to the issuance
      of 8,399,983
      shares
      of
      OCCULOGIX for the acquisition
      of Solx,
      and
      (ii) One Million United States Dollars (US$ 1,000,000) within sixty (60) days
      after the completion of 50% of subject enrollment of the clinical trial for
      the
      FDA Approval, provided that: 

    


    (a) OCCULOGIX
      shall allow:

    (a1) ASAHI
      to
      review
      (i)
      FDA application procedure (IDE application, PMA application, clinical data
      analysis, FDA meeting, etc.),
      (ii)
      clinical trial site audits and (iii)

         
        technical instructions provided by OCCULOGIX to clinical trial sites,
      within ASAHI’s sole discretion;

    (a2) ASAHI
      to
      dispatch ASAHI’s
      employees in order to execute (a1) above, within ASAHI’s sole
      discretion;

    (a3) ASAHI
      to
      participate in decision making on the FDA application, however OCCULOGIX shall
      have the right to make final decision as far as reasonable; 

    (a4) ASAHI
      to
      participate in the sponsor’s
      audits
      of clinical trial sites, within ASAHI’s sole discretion; and 

    (a5) itself
      and the clinical trial sites to be audited by Japanese Ministry of Health,
      Labour and Welfare (“JMHLW”)
      for
      ASAHI’s application
      to
      obtain
      the JMHLW 

           
      Approval in Japan at ASAHI’s cost; and

    (b) ASAHI
      and
      OCCULOGIX shall own jointly copyrights of all clinical data used for the FDA
      application, provided that OCCULOGIX may use such clinical data in the


         
      Territory and that ASAHI may use such
      clinical data in and outside
      the
      Territory; and
      provided, further, that: in
      the
      event that it is difficult or impossible to obtain the

        
       FDA Approval
      or
in
      the
      event of occurrence
      of the events
      set
      forth in Article 19.1 (a)
      below, OCCULOGIX agrees to
      transfer
      to Asahi all of its rights in the SPC as well as 

         
its
      trademarks
      rights used
      in
      connection with the Product (e.g.
      RHEO, RHEO
      CLINIC and RHEOPHERESIS) and
      other
      intellectual property rights (including any patents 

         
      rights other than US patent right of US 6,245,038 B1) in connection with
      rheopheresis, any and all copyright it may have in
      the
      clinical data used for the FDA application
      

         
and
      its
      applicant right of FDA approval (FDA sponsorship).

    


    7.2.4           ASAHI
      shall, free of charge, supply and ship to OCCULOGIX up to 3,000 sets of the
      Product for
      the
      clinical trial to obtain the FDA Approval; provided, however, that:

    (a) OCCULOGIX
      shall inform ASAHI
      of
      the quantity of Product necessary in order to carry out such
      clinical trial and the time by which OCCULOGIX requires sets of the Product
      to
      be shipped;

    (b) the
      expenses of shipment of said Product shall be borne by OCCULOGIX;
      and

    (c) if
      OCCULOGIX’s needs
      exceed
      said 3,000 sets of Product, ASAHI may, at its discretion, supply Product at
      the
      price stipulated in ASAHI’s latest price list.

    7.3             
      OCCULOGIX
      shall inform ASAHI of the documentation necessary for the FDA, Health Canada
      and
      other Approvals. Upon
      OCCULOGIX’s
      request, ASAHI
      shall make its 

                      
      best efforts to provide technical data relating to the Product that is within
      ASAHI’s
      access.

    7.4             
      OCCULOGIX
      shall not be entitled to any compensation from ASAHI even when OCCULOGIX may
      not
      obtain any Approvals in
      the
      Territory.

    7.5           
        Other
      than pursuant to Articles 7.1.4 and 7.2.3 or as may be agreed otherwise by
      ASAHI
      and OCCULOGIX, OCCULOGIX shall not be entitled to any reimbursement
      from   

                      
      ASAHI of costs and expenses incurred by OCCULOGIX in connection with the
      pursuit
      of
      Approvals.

    7.6             
      OCCULOGIX
      shall endeavor to obtain, at its own expenses and in accordance with the
      schedule set forth in Articles 7.1.1 to 7.1.4 inclusive, the FDA, Health Canada
      and  

                      
      other necessary regulatory approvals and validations for the accessories
      of
      the Product
      in the Territory, such as blood pump or tubing set, which may be required for
      the 

                       treatment
      of the Treatment Disease using the Products.

    7.7             
      In
      addition to this Agreement, ASAHI and OCCULOGIX shall enter into an agreement
      which indicates the standard operating procedure for ASAHI’s
      quality reporting  

                       program
      (hereinafter called “S.O.P.”).

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

    


    ARTICLE
      8.
      SUPPLY AND FIRST REFUSAL RIGHT

    


    8.1            
       During
      the
      term of this Agreement after OCCULOGIX obtains the FDA, Health Canada and other
      necessary Approvals, ASAHI shall continue to supply the Product to 


                      
      OCCULOGIX subject to the provisions in Article 4.3; provided,
      however, that, in the following events, ASAHI
      may,
      with twelve (12) months’ prior written notice to 

                      
      OCCULOGIX and without any compensation to OCCULOGIX, discontinue the manufacture
      and supply of any of the Product:

      
      (a) if
      due to
      the decrease in the demand
      of
      any of the Product, the exchange rate situation, or price of raw materials,
      ASAHI
      cannot economically manufacture or supply 

            
      Product, or

      
      (b) if
      due
      to
      the special circumstances, such as patent infringement liability or product
      liability issues relating
      to
      the Product or the treatment using the Product, ASAHI
      

             cannot manufacture
      or supply Product, or

      
      (c) if
      ASAHI
      develops an improved product which may be used in place of any of the Product
      and ASAHI cannot economically manufacture or supply the Product.

      
In
      the
      event that any of the above circumstances arises, OCCULOGIX shall be given
      an
      opportunity to consult with ASAHI to seek a mutually acceptable
      resolution,    

       after said
      twelve (12) months’ prior written notice is given by ASAHI to OCCULOGIX. Despite
consultation,
      if both parties cannot find a mutually acceptable resolution, 

       ASAHI
      may discontinue the manufacture and supply of the
      Product without any compensation or other obligation to OCCULOGIX and, in the
      event of the (a) or (b)  

       circumstance,
      OCCULOGIX
      may,
      notwithstanding the provision of Article 2.4 hereof, purchase competitive
      product(s) with such Product from a third party with prior  


       written
      consent of ASAHI.

    8.2             
      In
      the
      event of the circumstance of Article
      8.1 (c) above, OCCULOGIX may have the first
      refusal
      right to obtain the distribution rights of the
      improved product set forth in   

                     
       Article 8.1 (c) solely used for the Treatment Disease in the Territory
      under the terms and conditions by mutual consent, provided that OCCULOGIX bears
      the costs and 

                      
      expenses
      relating to necessary
      Approvals of such improved product for the Treatment Disease in the
      Territory.

    8.3             
      OCCULOGIX
      shall
      have a right of first refusal over exclusive and non-exclusive distribution
      rights in the
      Territory with respect to the Product for
      the
treatment
      of the 

                      
      ophthalmic diseases (other than the Treatment Disease) under the terms and
      conditions by mutual consent, provided that OCCULOGIX bears the costs and
      expenses relating 

                      
      to necessary for Approvals of the Product for the treatment of such
      ophthalmic diseases in
      the
      Territory.

    


    ARTICLE
      9. WARRANTY

    


    9.1         
      If
      any
      Product is in a damaged condition upon its delivery to OCCULOGIX, or the
      quantity delivered is less than that provided for in the order accepted by
      ASAHI, OCCULOGIX shall advise ASAHI in writing of any such circumstance within
      six (6) months of delivery of such Product and shall fully describe the nature
      of the shortfall or damage. ASAHI shall replace such damaged Product and/or
      remedy such shortfalls, without additional charge, provided
      that,
      ASAHI
      is
      given the notice referred to above and the opportunity promptly to inspect
      the
      claimed damaged or incompletely delivered Product, and provided further that
      ASAHI is reasonably satisfied that such damage and/or shortfall was not caused
      by
      mishandling or misuse by the parties other than ASAHI
      after title passed to OCCULOGIX. In the event that OCCULOGIX fails to notify
      ASAHI or allow such inspection as described above, OCCULOGIX shall be deemed
      to
      have waived all damage and shortfall claims
      against
      ASAHI.

    9.2          
      ASAHI
      warrants exclusively to OCCULOGIX and to no other person, firm or corporation
      that each of the Product is manufactured and inspected in accordance with
      ASAHI’s
      quality
      system. In the event that a defect covered by this warranty is found and notice
      is given to ASAHI
      with
      full particulars thereof within six (6) months after delivery of the Product,
      as
      required by Article 9.1, ASAHI undertakes to replace the defective Product
      without additional charge; provided, however, that any and
      all
      component parts of or other articles utilized in connection with the
Product
      manufactured by any manufacturer other than ASAHI shall be subject only to
      the
      applicable warranty provided by such other manufacturer and ASAHI will have
      no
      responsibility therefor,
      and provided further that all warranties described above in this Article
      9.2 shall be ineffective, and ASAHI shall have no responsibility whatsoever,
      in
      the event any Product has been subjected to misuse, mishandling, misapplication,
      neglect, contamination,
      accident, improper repair, damage by circumstances beyond ASAHI’s
      reasonable control or unauthorized modification by OCCULOGIX
      or its direct or indirect customers, including, without limitation, any damage,
      contamination, defects or malfunctions
      resulting from (i) the opening of the packaging of the Product
      to combine the blood line to be procured by OCCULOGIX and to be used for the
      Product, (ii) the repackaging of the Product with the blood line for delivery
      to
      customers, or (iii) the failure to
      adhere
      to instructions for use and other documentation included by ASAHI
      with
      its shipments of the Product. The responsibility of ASAHI under all warranties
      is limited solely to the repair or replacement of the Product, as the case
      may
      be, pursuant to the
      foregoing warranties. All warranty claims are subject to verification by
      ASAHI.

    9.3          
      THE
      WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF, AND ASAHI EXPRESSLY
      DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
      LIMITATION, ANY WARRANTY
      OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE AND THOSE ARISING
      BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE.
      ASAHI SHALL NOT HAVE ANY LIABILITY TO OCCULOGIX,
      CUSTOMERS, END-USERS OR ANY OTHER PARTY FOR
      ANY
      AMOUNTS IN EXCESS OF THE ORDER PRICE OF THE PRODUCT
      OR FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
      LIMITATION, LOST PROFITS OR PROSPECTIVE PROFITS OR ANY OTHER COMMERCIAL OR
      ECONOMIC LOSS OF ANY KIND OR NATURE OF OCCULOGIX OR
      ANY
      THIRD PERSON, EVEN IF ASAHI HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME,
      ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCT.

    9.4          
      OCCULOGIX
      shall
      not represent, in relation to the Product purchased hereunder, to its
      customers
      any
      warranties of any nature whatsoever other than those given by ASAHI
      or
      required by applicable law.

    


    ARTICLE
      10. TRADEMARK AND OTHER RIGHTS

    


    10.1        
      OCCULOGIX
      shall
      use the trademark(s) designated by ASAHI (hereinafter referred to as
“Trademark”),
      including, without limitation, “Plasmaflo”
      and
“Rheofilter”,
      as instructed by ASAHI
      in
      distributing the Product purchased hereunder and shall not use any other
      trademarks in connection with such distribution without prior written consent
      of
      ASAHI. OCCULOGIX acknowledges
      that, as between ASAHI
      and
      OCCULOGIX, ASAHI is the owner of all right, title and interest in and to the
      Trademark in the Territory in any form or embodiment thereof and is the owner
      of
      the goodwill attached or which shall become attached to the Trademark
      in connection with the business and goods in relation to which the same has
      been, is or shall be used. Sales by OCCULOGIX
      shall be deemed to have been made by ASAHI for purposes of trademark
      registration and all uses of the Trademark by OCCULOGIX
      shall
      inure to the benefit of ASAHI. OCCULOGIX shall not, at any time, do or suffer
      to
      be done any act or thing which may in any way adversely affect any rights of
      ASAHI in and to the Trademark or any registrations thereof or which, directly
      or
      indirectly,
      may
      reduce the value of the Trademark or detract from its reputation. At
      ASAHI’s
      request, OCCULOGIX
      shall execute any documents, including registered user agreements, reasonably
      required by ASAHI to confirm ASAHI’s
      ownership of all rights in and to the Trademark in the Territory
      and to
      confirm the respective rights of ASAHI and OCCULOGIX under this Agreement.
      OCCULOGIX shall not alter, obliterate, deface or remove any mark, marking,
      serial number or other symbol carried on the Product or on the
      packaging
      in
      which the Product
      are enclosed without the consent of ASAHI. In the event that ASAHI desires
      to
      change any such mark, marking, serial number or other symbol, OCCULOGIX will
      cooperate with ASAHI in such manner as may be agreed upon by the parties.
      OCCULOGIX
      never
      shall challenge ASAHI’s
      ownership of or the validity of the Trademark or any application for
      registration thereof, or any trademark registrations thereof, or any rights
      of
      ASAHI
      therein.

    10.2        
      During
      the term of this Agreement and thereafter, OCCULOGIX
      shall not apply for or acquire the registration of the Trademark, nor shall
      OCCULOGIX contest ASAHI’s
      right
      in or disturb ASAHI’s
      use of
      the trademark or goodwill. Should OCCULOGIX
      have the Trademark registered in its name or name of any other person,
      ASAHI
      shall have the right to have the registration canceled or transferred to
      ASAHI.

    10.3        
      In
      the
      event that OCCULOGIX learns of any infringement or imitation of the Trademark
      or
      of any use by any person of any trademark similar to the Trademark,
      it
      promptly shall notify ASAHI
      thereof. ASAHI shall thereupon take such action as it deems advisable for the
      protection of its rights in and to the Trademark and, if requested to do so
      by
      ASAHI, OCCULOGIX shall cooperate with ASAHI in all respects at
      ASAHI’s
      sole
      expense. In no event, however, shall ASAHI
      be
      required to take any action if it deems it inadvisable to do so and OCCULOGIX
      shall have no right to take any action with respect to the Trademark without
      ASAHI’s
      prior
      written approval.

    10.4        
      Upon
      the
expiration
      or
      termination of this Agreement for any reason whatsoever, OCCULOGIX shall, except
      as ASAHI may specifically authorize in writing, immediately cease and desist
      from carrying on any and all use of any trademarks, trade names, words or
      symbols of
      any
      nature indicating, explicitly or implicitly, that it is an authorized
      ASAHI
      distributor or dealer of ASAHI’s
      products or other ASAHI
      goods and services.

    10.5        
      For
      greater certainty, for purposes of this Agreement, the term “Trademark” shall
      not be interpreted to include any trademarks obtained by OCCULOGIX not in
      violation of this Agreement (including, without limitation, “RHEOPHERESIS” and
“RHEO CLINIC”), notwithstanding any prior written consent that may have been
      granted by ASAHI to OCCULOGIX pursuant to Article
      10.1 to use any such trademarks in connection with the distribution of the
      Product. With
      respect to “RHEO” obtained by OCCULOGIX, ASAHI and OCCULOGIX shall own jointly
      its right in trademark.

    10.6        
      Any
      patent, design, copyright and other intellectual property rights embodied in
      the
      Product shall be the sole property of ASAHI or the third party
      designated
      by
      ASAHI,
      and
      OCCULOGIX shall not, either directly or indirectly, contest nor assist others
      in
      contesting the validity of such intellectual property rights. ASAHI shall be
      entitled to terminate this Agreement forthwith on notice to OCCULOGIX if
      OCCULOGIX
      should
      violate said obligation. OCCULOGIX shall not acquire any right in the Product
      by
      execution of this Agreement or performance hereunder or otherwise and shall
      not
      use any of them after expiration or termination of this Agreement.

    10.7       
      Nothing
      in
      this
      Agreement shall be construed as a warranty or representation that the
Product
      or the use thereof will be free from infringement of any patent or other
      intellectual property rights of any third party. ASAHI shall not be under any
      obligation to defend,
      or to
      participate in the defense of, OCCULOGIX
      against any claim or suit alleging such infringement; provided, however, that
      ASAHI shall, at OCCULOGIX’s
      costs,
      cooperate and assist OCCULOGIX
      in the defense of any such claim or suit.

    10.8        
      In
      the
      event that
      OCCULOGIX
      has or obtains any intellectual property right relating to the Treatment Disease
      using Product (including without limitation the patents set forth in
Exhibit
      G
      attached
      hereto), ASAHI shall have the first refusal right to obtain from OCCULOGIX
      a
      non-exclusive right and license to use or
      practice such intellectual property right for manufacture, sell and use of
      Product, (i) within the Territory-3 and outside the Territory during the term
      of
      this Agreement and thereafter, and (ii) within the Territory
      (excluding
      Territory-3) after expiration or termination of this Agreement pursuant to
      Article 18.1 or 19.1 or after the conversion into non-exclusive right pursuant
      to Article 19.3.

    


    ARTICLE
      11. PROMOTION AND ADVERTISEMENT

    


    OCCULOGIX
      shall exert its best
      efforts in marketing, promoting and advertising the Product
      at its own costs.

    


    ARTICLE
      12. INVENTORY

    


    OCCULOGIX
      shall maintain sufficient stock of the Product for the purpose of distribution
      at its own cost, and shall deliver the Product to its customers
      by a
“first-in, first-out” method.

    


    ARTICLE
      13. INDEMNIFICATION AND PRODUCT LIABILITY INSURANCE

    


    13.1        
      OCCULOGIX
      shall
      defend and indemnify ASAHI against, and hold ASAHI harmless from, any loss,
      cost, liability or expense (including court costs and reasonable
      fees of attorneys and other professionals) arising or alleged to arise out
      of
      the conduct of OCCULOGIX
      in connection with OCCULOGIX’s
      use,
      distribution, promotion, technical and in-service training, sale of the
Product;
      provided, however, that (i) OCCULOGIX
      shall
      have sole control of such defense, and (ii) ASAHI shall provide notice promptly
      to OCCULOGIX of any actual or threatened claim of which ASAHI becomes
      aware.

    13.2        
      ASAHI
      shall defend and indemnify OCCULOGIX against, and hold OCCULOGIX harmless
from,
      any
      loss, cost, liability or expense (including court costs and reasonable fees
      of
      attorneys and other professionals) arising or alleged to arise out of the
      conduct of ASAHI
      in
      connection with the manufacture of the Product; provided, however, that
      (i)
      ASAHI
      shall have sole control of such defense, and (ii) OCCULOGIX shall provide notice
      promptly to ASAHI of any actual or threatened claim of which OCCULOGIX becomes
      aware.

    13.3        
      Each
      party shall be responsible for maintaining reasonable product
      liability
      insurance coverage with respect to the Product
      in the Territory at all times during the term of this Agreement and thereafter
      until the time when both parties agree upon. Such insurance policy shall be
      written for the benefit of both OCCULOGIX and ASAHI. OCCULOGIX shall deliver
      a
      certificate of such insurance to ASAHI promptly upon issuance of said insurance
      policy.

    13.4        
      OCCULOGIX
      shall
      maintain product liability insurance for the clinical trial for obtaining the
      FDA, Health Canada and other necessary Approvals, during the clinical trial
      and
      until such Approvals are obtained. OCCULOGIX shall deliver a certificate of
      such
      insurance to ASAHI promptly upon issuance of said insurance policy.

    


    ARTICLE
      14. REPORTS AND INVESTIGATION

    


    14.1        
      OCCULOGIX
      shall
      submit,
      in
      writing, to ASAHI
      the
      situation and the result of the clinical trial stipulated in Article 7 quarterly
      within thirty (30) days after the end of previous quarter. It is expressly
      understood that OCCULOGIX shall fully comply with the M.D.R. (Medical
      Device
      Reporting)
      Regulation and with the S.O.P. even during such clinical trial.

    14.2        
      In
      addition to the reports to be provided by OCCULOGIX to ASAHI pursuant to Article
      4.1 of this Agreement, OCCULOGIX shall provide Asahi, on annual basis, the
      annual financial
      statements of OCCULOGIX.
      As used herein, the phrase “annual
      financial statements”
      shall
      refer to the income statement, balance sheet and supporting schedules audited
      by
      the Certified Public Accountant for OCCULOGIX for each fiscal year end of
      OCCULOGIX.
      Such
      financial statements shall be prepared in conformity with generally accepted
      accounting principles of the U.S. OCCULOGIX shall forward to ASAHI copies of
      the
      annual financial statements within twenty (20) days of their public
      release.

    


    ARTICLE
      15.
      CONFIDENTIALITY

    


    During
      the term of this Agreement and five (5) years thereafter, or ten (10) years
      after the Effective Date, whichever is longer, neither party hereto shall
      disclose or otherwise divulge to any third party any confidential information
      which
      may
      be acquired from the other in connection with the Product,
      this Agreement, or its performance, except as may be required by law and except
      for any information which:

    (a) is
      known
      to the public or to the receiving party prior to disclosure;

    (b) is
      disclosed to the receiving party by a third party under no obligation of secrecy
      to the other party after disclosure;
      or

    (c) becomes
      known to the public through no fault of the receiving party after
      disclosure.

    


    ARTICLE
      16. FORCE MAJEURE

    


    16.1        
      Neither
      party
      hereto
      shall be liable to the other in any manner for failure or delay in fulfillment
      of all or part of this Agreement, or any individual contract, which is directly
      or indirectly owing to Force Majeure,
      which
      means any causes or circumstances beyond that
      party’s control, including, but not limited to, acts of God, governmental orders
      or restriction, war, war-like conditions hostilities, sanctions, mobilization,
      blockade, embargo, detention, revolution, riot, looting, strike, lockout, plague
      or other epidemics, fire, earthquake, explosion, flood, and shortage of raw
      materials.

    16.2        
      Notwithstanding
      the foregoing, no occurrence of an event of the above Force Majeure shall
      relieve OCCULOGIX of its obligation to make any payment hereunder.

    


    ARTICLE
      17. ASSIGNMENT

    


    OCCULOGIX
      shall not assign, transfer or otherwise dispose of this Agreement, voluntarily
      or by operation of law, in whole or in part, to any individual, firm or
      corporation without the prior written consent of ASAHI.

    


    ARTICLE
      18. TERM

    


    18.1        
      The
      term
      of this Agreement shall be effective on the Effective Date and remain in effect
      until all of the Distribution Period-1a, the Distribution Period-1b and the
      Distribution Period-2 expire or terminate.

    18.2        
      Notwithstanding
      the foregoing of Article 18.1 above, the
      provisions of Articles 9, 10, 13, 15, 19.2, and 23 shall survive any expiration
      or termination of this Agreement.

    


    ARTICLE
      19. TERMINATION

    


    19.1        
      Subject
      to Article 19.3, ASAHI
      may
      forthwith terminate this Agreement and/or any individual contract of
      the
      Product
      hereunder without any compensation to OCCULOGIX by giving a written notice
      of
      termination to OCCULOGIX:

    (a) if
      OCCULOGIX becomes insolvent or a petition in bankruptcy or for corporate
      reorganization or for any similar relief is filed by or against
      OCCULOGIX
      or a receiver is 

         appointed
      with respect to any of the assets of OCCULOGIX, or a liquidation proceeding
      is
      commenced by or against OCCULOGIX; or

    (b) if
      the
      whole or an important part of the business of OCCULOGIX is transferred to a
      third party by
      agreement, order of court or otherwise, and such transfer adversely

         
      affects the sale of the Product
      in the Territory pursuant to this Agreement; or

    (c) if
      OCCULOGIX defaults in payment for any Product or any debt owing to ASAHI or
      otherwise defaults in relation
      to any of the provisions of this Agreement and/or any 

         
      individual contracts for the Product
      hereunder except for those in Articles 2.3 and 2.4 and does not make the payment
      or remedy the default within thirty (30) days after a 

         
      prior written notice is
      given
      requesting the payment or remedy of the default; or

    (d) if
      a
      competitor
      (an individual or entity that competes with ASAHI in the business of the
      Products) takes control of the management or acquires a majority of the voting
      

         
      shares of OCCULOGIX that would adversely affect the sale of the Product in
      the
      Territory pursuant to this Agreement; or

    (e) if
      OCCULOGIX violates the prohibition provided for in Articles 2.3 and 2.4
      hereof.

    19.2        
      Termination
      of this Agreement and/or any individual
      contracts for the Product
      hereunder pursuant to the preceding shall be without prejudice and shall be
      additional to any right of ASAHI under this Agreement, such individual contracts
      for the Product, law, statute or otherwise. Simultaneously with
      expiration
      or
      termination of this Agreement, OCCULOGIX
      shall,
      at its initial capital contribution payment free of interest, transfer to ASAHI
      its all shares of SPC. Upon termination of this Agreement and/or such individual
      contracts for the Product, all payments
      to be
      made under this Agreement and/or such individual contracts in connection with
      the sale of the Product
      hereunder for Product already ordered and shipped shall become due. For greater
      certainty, if this Agreement or any individual contract for the purchase
      of
      Product hereunder is terminated, then OCCULOGIX shall have no obligation to
      purchase the balance of any minimum purchase quantities then outstanding under
      this Agreement or to purchase any Product that is subject to the terminated
      individual contract, respectively.

    19.3        
      If
      OCCULOGIX fails to fulfill any of the obligations stipulated in Articles 3.1.1
      through 3.1.3 of this Agreement, ASAHI may, at its option, convert or modify
      OCCULOGIX’s
      exclusive distributorship status to that of a non-exclusive distributor in
      the
      Territory-1a (in the case of a breach of Article 3.1.1), in the Territory-1b
      (in
      the case of a breach of Article 3.1.2) and in the Territory-2 (in the case
      of a
      breach of Article 3.1.3). For greater certainty, a failure on the part of
      OCCULOGIX to fulfill any of the obligations stipulated in Articles 3.1.1 through
      3.1.3 of this Agreement shall not give rise to a right of ASAHI to terminate
      this Agreement and/or any individual contract of the Product
      hereunder.

    19.4        
      OCCULOGIX
      may
      forthwith
      terminate this Agreement
      without any compensation to Asahi by giving a written notice of termination
      to
      Asahi, if Asahi is unable to supply to OCCULOGIX all of the Product under
      Article 8.1 above.

    


    ARTICLE
      20. GOVERNING LAW

    


    This
      Agreement shall be governed
      by
      the laws of Japan.

    


    ARTICLE
      21. NON-WAIVER

    


    The
      waiver, express or implied, by either of the parties hereto of any right
      hereunder or of any failure to perform or breach hereof by the other party
      hereto shall not constitute or be deemed as a waiver of
      any
      other right hereunder or of any other failure to perform or breach hereof by
      the
      other party, whether of a similar or dissimilar nature.

    


    ARTICLE
      22. ENTIRETY

    


    This
      Agreement and its Exhibits contain the entire agreement of the parties with
      respect to
      the
      subject matter herein contained and supersede any prior agreements
      or understandings between the parties except the S.O.P. and “2006 Memorandum for
      Rheofilter AR-2000” dated xxxx xx, 2006 between the parties. It is understood
      and confirmed that the
      parties
      agree to terminate the 2001-DA on the Effective Date, provided, however, that
      any rights and obligations of each party with respect to the Product (as defined
      in the 2001-DA), which OCCULOGIX had purchased
      from ASAHI before the Effective Date under
      the
      2001-DA,
      shall
      survive after the Effective Date in accordance with the applicable provisions
      of
      the 2001-DA.

    


    ARTICLE
      23. ARBITRATION

    


    All
      disputes, controversies or differences which may arise between the parties,
      out
      of or in relation to or in connection
      with this Agreement, or for the breach hereof, shall be settled by mutual
      consultation between the parties hereto in good faith as promptly as possible,
      but,
      failing
      an amicable settlement, shall be finally settled by arbitration to be held
      in
      Tokyo,
      Japan
      under the Rules of Conciliation and Arbitration of the International Chamber
      of
      Commerce, by which each party hereto agrees to be bound.

    


    ARTICLE
      24. NOTICE

    


    24.1 Unless
      otherwise provided in this Agreement, all notices to be given hereunder shall
      be
      in
      writing and sent by registered airmail to the respective addresses of the
      parties stated above or to such other addresses as may be
      indicated in writing by the parties hereto by notice pursuant to this Article
      24. If either party has changed its address,
      a
      written notice thereof shall be given to the other party pursuant to this
Article
      24.

    24.2 All
      notices shall be deemed to have been given on the day when such notice is mailed
      by registered airmail.

    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused
      this
      Agreement to be executed by their respective duly authorized representatives
      as
      of the
      Effective Date.

    


    


    


    


    


    Elias
      Vamvakas                 
       Yasuyuki
      Yoshida

    Chairman
      and
      Chief Executive
      Office                                                                            
President

    OccuLogix,
      Inc.                                                                                                                 
      Asahi
      Kasei Medical Co., Ltd.

    Date:
      October
      20,
      2006                                                                                                 
Date:
      October 20, 2006


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    The
      Product shall mean the sets of the following First filter and Second filter,
      which are always used together for the Treatment Disease.

    (a) “First
      filter”
means
      Plasmaflo OP-05W(L).

    (b) “Second
      filter”
means
      Rheofilter SR-20. 

    



    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    B-1.        
      “Territory-1a”
      means:

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

    


    B-2.         
      Minimum
      purchase
      requirement:

    The
      following minimum purchase quantities shall be effective from six (6) months
      after OCCULOGIX obtains the FDA Approval.

    First
      year: 9,000 sets

    Second
      year: 15,000 sets

    Third
      year: 22,500 sets

    Fourth
      year and thereafter: The minimum purchase quantities for the Fourth year shall
      be discussed and determined immediately after the First year by mutual consent,
      but shall not be less than that of the previous year. The minimum purchase
      quantities for the Fifth year shall be discussed and determined immediately
      after the term of the Second year by mutual consent, but shall not be less
      than
      that of the previous year. This same method shall be used in the Sixth year
      and
      thereafter, for the determination of future minimum purchase quantities, such
      that minimum purchase quantities are always fixed for three years.

    


    



    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      C

    


    C-1.        
      “Territory-1b”
means
      Canada.

    


    C-2.          Minimum
      purchase requirement:

    First
      year: 900
      sets

    Second
      year: 1,500 sets

    Third
      year: 2,250 sets

    Fourth
      year and thereafter: The minimum purchase quantities for the Fourth year shall
      be discussed and determined immediately after the First year by mutual consent,
      but shall not be less than that of the previous year. The minimum purchase
      quantities for the Fifth year shall be discussed and determined immediately
      after the term of the Second year by mutual consent, but shall not be less
      than
      that of the previous year. This same method shall be used in the Sixth year
      and
      thereafter, for the determination of future minimum purchase quantities, such
      that minimum purchase quantities are always fixed for three years.

    The
      First
      year period referred to above shall commence upon the earlier to occur of (a)
      the sale out by OCCULOGIX of its current inventory of the Rheofilter AR-2000
      and
      (b)
      the
      expiration of OCCULOGIX’s
      current
      inventory of the Rheofilter AR-2000.

    



    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      D

    


    D-1.        
      “Territory-2”
means
      Republic of Colombia, Bolivarian Republic of Venezuela, Australia and New
      Zealand.

    


    D-2.         Minimum
      purchase requirement:

    Republic
      of Colombia

    Jan.
      1,
      2006 - Dec. 31, 2006: 0 set

    Jan.
      1,
      2007 - Dec. 31, 2007: 0 set

    Jan.
      1,
      2008 - Dec. 31, 2008: 0 set

    Jan.
      1,
      2009 - Dec. 31, 2009: 300 sets

    Jan.
      1,
      2010 -
      Dec.
      31, 2010: 500 sets

    


    Bolivarian
      Republic of Venezuela

    Jan.
      1,
      2006 - Dec. 31, 2006:
      0
      set

    Jan.
      1,
      2007 - Dec. 31, 2007: 0 set

    Jan.
      1,
      2008 - Dec. 31, 2008: 0 set

    Jan.
      1,
      2009 - Dec. 31, 2009: 300 sets

    Jan.
      1,
      2010 -
      Dec.
      31, 2010: 500 sets

    


    Australia
      and New Zealand

    Jan.
      1,
      2006 - Dec. 31, 2006: 0 set

    Jan.
      1,
      2007 - Dec. 31, 2007:
      0
      set

    Jan.
      1,
      2008 - Dec. 31, 2008: 0 set

    Jan.
      1,
      2009 -
      Dec.
      31, 2009: 300 sets

    Jan.
      1,
      2010 -
      Dec.
      31, 2010: 500 sets

    


    


    


    



    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      E

    


    E-1. “Territory-3”
means
      Republic of Italy.

    


    E-2. Target
      purchase quantity:

    Jan.
      1,
      2006 - Dec. 31, 2006: 0
      sets

    Jan.
      1,
      2007 -
      Dec.
      31, 2007: 200
      sets

    Jan.
      1,
      2008 - Dec. 31, 2008: 500
      sets

    


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

    


    



    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      F

    


    Schedule
      for obtaining
      FDA
      Approval:

    
      	·  	
              Filing
                of FDA IDE: November, 2006

            


    

    
      	·  	
              Start
                of patient enrollment: January,
                2007

            


    

    
      	·  	
              Finish
                of patient enrollment: April, 2008

            


    

    
      	·  	
              Final
                patient follow-up visit: March,
                2009

            


    

    
      	·  	
              PMA
                application submission: September,
                2009

            


    

    



    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      G

    


    Patents
      List: 

    US
      6,245,038B1

    US
      6,551,266B1