Sample Business Contracts

Product Purchase Agreement - OccuLogix LP and Rheo Therapeutics Inc.

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                           PRODUCT PURCHASE AGREEMENT

         THIS AGREEMENT (the "AGREEMENT") made the 29th day of September, 2004
between OccuLogix, L.P. ("OCCULOGIX"), a limited liability partnership under the
laws of the State of Delaware, and Rheo Therapeutics Inc., a corporation
incorporated under the laws of Ontario (the "PURCHASER").

         WHEREAS OccuLogix wishes to sell the Products (as hereinafter defined)
to Purchaser, and Purchaser wishes to purchase the Products from OccuLogix.

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

                                    ARTICLE 1

1.1      DEFINITIONS. In this Agreement, the following terms shall have the
meanings set forth below, unless the context requires otherwise:

"AFFILIATE(s)" means, in respect of a Person (the "FIRST PERSON"), another
Person that, directly or indirectly: (i) controls the First Person, (ii) is
controlled by the First Person, or (iii) is controlled by the same Person that
controls the First Person. In the definition "control" means ownership of more
than 50% of another Person or the power to direct decisions of another Person,
including the power to direct management and policies of another Person whether
by reason of ownership, contract or otherwise.

"CONFIDENTIAL INFORMATION" of a party means any and all material and information
of a party or any of its Affiliates (in this definition, the "DISCLOSING PARTY")
which has or may come into the possession or knowledge of the other party or any
of its Affiliates (in this definition, the "RECIPIENT PARTY") in connection with
or as a result of entering into this Agreement including information concerning
the Disclosing Party's past, present, and future customers, suppliers, finances,
affairs, technology and business. For the purposes of this definition,
"information" and "material" includes know-how, data, patents, copyrights, trade
secrets, processes, techniques, programs, designs, designs obtained by
reproducing or reverse engineering Product, formulae, marketing, advertising,
financial, commercial, sales or programming materials, written materials,
compositions, drawings, proposals, notes, records, diagrams, computer programs,
studies, work in progress, visual demonstrations, ideas, concepts, and other
data, in oral, written, graphic, electronic, or any other form or medium
whatsoever and shall include all Intellectual Property Rights and any
information identified by the Disclosing Party as confidential, or which the
Recipient Party should know would constitute Confidential Information.
Notwithstanding the foregoing, "Confidential Information" does not include the
following information:

  (i)    information which is in the public domain when it is received by or
         becomes known to the Recipient Party or which subsequently enters the
         public domain through no fault of the Recipient Party (but only after
         it enters the public domain);


  (ii)   information which is already known to the Recipient Party at the time
         of its disclosure to the Recipient Party by the Disclosing Party and is
         not the subject of an obligation of confidence of any kind;

  (iii)  information which is independently developed by the Recipient Party
         without any use of or reference to the Confidential Information of the
         Disclosing Party where such independent development can be established
         by evidence that would be acceptable to a court of competent
         jurisdiction; and

  (iv)   information which is received by the Recipient Party in good faith
         without an obligation of confidence of any kind from a third party who
         the Recipient Party had no reason to believe was not lawfully in
         possession of such information free of any obligation of confidence of
         any kind, but only until the Recipient Party subsequently comes to have
         reason to believe that such information was subject to an obligation of
         confidence of any kind when originally received.


  (a)    any and all proprietary rights provided under (i) patent law, (ii)
         copyright law, (iii) trademark law, (iv) design patent or industrial
         design law, (v) semi-conductor chip or mask work law, or (vi) any other
         statutory provision or common law principle applicable to this
         Agreement, including trade secret law, which may provide a right in
         either ideas, formulae, algorithms, concepts, inventions or know-how
         generally, or the expression or use of such ideas, formulae,
         algorithms, concepts, inventions or know-how; and

  (b)    any and all applications, registrations, licenses, sub-licenses,
         franchises, agreements, renewals or any other evidence of a right in
         any of the foregoing.

"PATIENT INFORMATION" means all information, data and test results collected by
Purchaser in connection with the use of the Products with its patients.

"PERSON" means an individual, corporation, partnership, limited liability
company, trust, business trust, association, joint stock company, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization, governmental
authority or any other form of entity.

"PRODUCTS" means the products defined and described in Schedule 1 attached

1.2     EXTENDED MEANINGS. Unless the context requires otherwise, words
importing the singular include the plural and vice versa and words importing
gender include all genders. The terms "including" and "include" shall mean
"including without limitation" and "include without limitation", respectively.

1.3     CURRENCY.  Unless otherwise stated, all dollar amounts referred to in
this Agreement are in United States dollars.

1.4     LEGAL COUNSEL. The parties acknowledge that their respective legal
counsel have reviewed and participated in settling the terms of this Agreement,
and that any rule of


construction to the effect that any ambiguity is to be resolved against the
drafting party shall not be applicable in the interpretation of this Agreement.

1.5     REMEDIES CUMULATIVE.  Unless otherwise expressly stated herein, all
rights and remedies of either party under this Agreement are in addition to such
party's other rights and remedies and are cumulative, not alternative.

out in this Agreement, including each Schedule to this Agreement, may not be
amended or supplemented except by mutual written agreement of at least one
authorized representative of each of the parties. Any such agreement will
expressly state that it is intended to amend or supplement, as the case may be,
this Agreement.

1.7     SCHEDULES.  This Agreement includes and incorporates the following

        Schedule 1    -     Product List and Prices
        Schedule 2    -     Product Delivery and Payment Schedule
        Schedule 3    -     Data Relating to Use of Products

                                   ARTICLE 2

2.1     PURCHASE AND PAYMENT. OccuLogix will sell and the Purchaser will
purchase the Products listed, in the amounts specified, in Schedule 1. On
October 1, 2004, the Purchaser agrees and shall deliver by cheque to OccuLogix a
payment of US$495,000 ("FIRST PAYMENT"). The First Payment shall be applied
against future invoices issued for Product to be shipped. All invoices for the
Products, plus applicable taxes and delivery charges less any applicable
marketing credit, as set out in Schedule 1, shall be due and payable seven (7)
days prior to the dates specified on Schedule 2. OccuLogix shall use its best
efforts to ship in accordance with the dates specified on Schedule 2. Purchaser
agrees and acknowledges, that in the event Purchaser gives notice to terminate
this Agreement and such proposed termination date is prior to the completion of
all scheduled deliveries of Product, Purchaser shall remain liable for the
remaining balance of Products to be shipped, any amounts owing prior to
termination and as otherwise stated herein.

        In the event that Purchaser fails to pay invoices at least seven (7)
days prior to the scheduled date of shipment, in addition to any other rights
OccuLogix may have under this Agreement, law or otherwise, OccuLogix reserves
the right to withhold future deliveries. Any invoices not paid within 15 days
from date invoice shall accrue interest at the highest allowable rate.

        Subject to availability, the Purchaser may order up to an additional
2000 Kits, in accordance with the terms and conditions of this Agreement, upon
submission of a purchase order by Purchaser and acknowledgement and acceptance
of the purchase order by OccuLogix.


2.2     MOST FAVOURED NATION.  OccuLogix will not sell the Products to the
Purchaser at a price that is less favourable than the price charged to any third

2.3     PATIENT INFORMATION. The Purchaser will provide OccuLogix with copies of
the Patient Information and all other data set out in Schedule 3 (excluding the
"Date of Birth" information on the OccuLogix Retinal Consult Form) within 30
(thirty) days after the completion of the treatment by the Purchaser. The
parties agree that the Patient Information shall be collected and held in
accordance with the Personal Information Protection and Electronics Documents
Act (Canada).

                                   ARTICLE 3


  (a)   The Purchaser shall be liable for any damage or destruction to the
        OctoNova(R) Apheresis Machine furnished through OccuLogix resulting from
        the Purchaser's or its physicians', employees', agents' or patients'
        mis-use, negligence or mishandling, theft or breach of this Agreement.
        OccuLogix warrants that at the time it installs the OctoNova(R)
        Apheresis Machine and after any maintenance or repairs performed by
        OccuLogix or its agents that the OctoNova(R) Apheresis Machine will be
        in proper working order in accordance with the manufacturer's
        specifications. Except as set forth in the preceding sentence, OccuLogix
        makes no warranties, express or implied with respect to the Products.
        The Products are provided and sold to Purchaser "as is, where is" and
        OccuLogix gives no warranty or representation of any kind whatsoever
        other than as otherwise provided hereby. OccuLogix expressly disclaims
        all representations, warranties, conditions and obligations relating to
        the Products, whether written, oral, statutory, implied, arising from a
        course of conduct or usage of trade or otherwise, including any warranty
        of non-infringement and any implied warranty of merchantable quality or
        fitness for a particular purpose. The parties expressly disclaim the
        application of the United Nations Convention on contracts for the
        International sale of goods. At all times during the Term of this
        Agreement while Purchaser is in possession of the Products, Purchaser
        shall have the benefits of any of OccuLogix's rights under applicable
        manufacturers' warranties with respect to the Products, if any, and, to
        the extent assignable, such warranties are hereby assigned during the
        Term of the Agreement by OccuLogix, including manufacturers' one year
        parts and labor warranty of the OctoNova(R) Apheresis Machine. Purchaser
        shall take all reasonable actions to enforce such warranties when
        available but will not attempt to repair the Products during the
        manufacturer's one-year warranty. Furthermore, notwithstanding the above
        limitations, OccuLogix acknowledges and agrees, at its option, to either
        repair, replace or refund any Kits which prove, upon examination by
        OccuLogix, to be defective in materials and/or workmanship. Purchaser
        must return the Kit to OccuLogix, transportation charges prepaid.

  (b)   OccuLogix does not represent or warrant the fitness of the Products for
        any purpose (including any purpose expressly disclosed by Purchaser) nor


        OccuLogix represent or warrant that the Products will have or possess
        any particular quality or state.

  (c)   OccuLogix's liability to Purchaser in relation to this Agreement and the
        Products shall be limited in all circumstances to Purchaser's direct
        damages to a maximum value of the payments paid by Purchaser to
        OccuLogix under this Agreement. Without Limiting the generality of the
        foregoing, in no event shall Occulogix have any liability arising out of
        or otherwise relating to this Agreement or the Products for: (i) damages
        arising out of or relating to any results produced by the Products; or
        (ii) consequential, incidental, special, collateral, punitive,
        exemplary, or indirect damages (including loss of goodwill, loss of
        profits or revenues, loss of savings, loss of use, interruption of
        business, injury or death to persons, damage to property and claims of
        patients or other users), whether based on breach of contract (including
        fundamental breach), tort (including negligence and gross negligence) or
        arising in equity, even if OccuLogix has been advised of the possibility
        of such damages.


        The Purchaser covenants the following:

  (a)   it will not resell or distribute the Products except with the prior
        written consent of OccuLogix;

  (b)   it will, at is sole expense, diligently operate the Products safely, at
        a high level of quality, and in accordance with the recommended
        guidelines, policies, procedures, protocols, manuals, instructions,
        methodologies or specifications provided by OccuLogix to Purchaser from
        time to time;

  (c)   until such time as final approval is received from the Food and Drug
        Administration, it will use the Products exclusively in Canada and only
        at a facility that meets manufacturer's requirements, if any. Once
        approval is received from the Food and Drug Administration, it will use
        the Products exclusively in Canada and at such locations for which
        Purchaser has received prior written consent from OccuLogix, which
        consent shall not be unreasonably withheld, provided further that such
        location meets manufacturer's requirements, if any;

  (d)   it will, at its sole expense, store, operate and use the Products in
        accordance with all applicable laws, rules, statutes, regulations,
        orders, judgments, directives or similar requirements, including any
        industry standards, Health Canada or other requirements relating to
        medical devices;

  (e)   it will, at its sole expense, keep the Products in good repair,
        condition and working order and will not remove any markings, labels or
        other proprietary notices or do anything that would disparage or
        adversely affect the reputation or goodwill of OccuLogix or its
        suppliers or of the Products;


  (f)   it will not make any alternations, additions or improvements to or in
        any way tamper with the Products;

  (g)   it will promptly notify OccuLogix, in writing, upon becoming aware of
        any problems, complaints, or claims regarding the Products or the use of
        the Products;

  (h)   it will not attempt to register any patents, trademarks, trade names,
        other than "RHEOVision" and "Rheo Therapeutics", or make any claim in
        connection with the Products or do anything inconsistent with or which
        might interfere with the validity of OccuLogix's or its suppliers' or
        its Affiliates' Intellectual Property Rights in the Products anywhere in
        the world; and

  (i)   it will not use, in its marketing materials or otherwise, any name,
        trademark or logo of OccuLogix or any of its Affiliates or suppliers,
        including "Rheopheresis", without OccuLogix's prior written consent, and
        it will not challenge or perform any act that decreases the value of, or
        attempt to register or assert any rights in, any name, trademark or logo
        of OccuLogix or any of its Affiliates, including "Rheopheresis".

                                   ARTICLE 4


  (a)   Each party will at all times, both during the term of this Agreement and
        thereafter, keep and hold all Confidential Information of the other
        party in the strictest confidence, and will not use such Confidential
        Information for any purpose, other than as may be reasonably necessary
        for the performance of its duties pursuant to this Agreement, without
        the other party's prior written consent.

  (b)   Each party agrees:

        (i)     that it will not disclose to any third party or use any
                Confidential Information disclosed to it by the other except as
                expressly permitted in this Agreement or disclosed with other
                party's prior written consent; and

        (ii)    that it will take all reasonable measures to maintain the
                confidentiality of all Confidential Information of the other
                party in its possession or control, which it will in no event be
                less than the measures it uses to maintain the confidentiality
                of its own information of similar importance.

  (c)   Notwithstanding the foregoing, each party may disclose Confidential

        (i)     to the extent required by a court of competent jurisdiction or
                other governmental authority or otherwise as required by law
                provided the party notifies the other, and the other party has
                the opportunity to prevent or limit such disclosure; or


        (ii)    on a "need-to-know" basis under an obligation of confidentiality
                to its Affiliates and to its Affiliates' authorized agents,
                contractors, legal counsel, accountants, banks and other
                financing sources and their advisors.

  (d)   The terms and conditions of this Agreement will be deemed to be the
        Confidential Information of each party and will not be disclosed without
        the prior written consent of the other party, except to the extent that
        OccuLogix may use similar provisions of the terms herein with other
        purchasers for similar purposes as stated herein.

4.2     RETURN OF CONFIDENTIAL INFORMATION. Upon the termination of this
Agreement, each party will return to the other all copies of any Confidential
Information of the other which is then in its possession or control, and will
remove all digital representations thereof in any form from all electronic
storage media in its possession or under its control, except that the Receiving
Party may retain a copy of such Confidential Information in its Law Department
files for use only to record the specific Confidential Information for which it
is obligated under the Agreement.

4.3     NON-SOLICITATION. OccuLogix and Purchaser each agree that during the
term of this Agreement and for a period of two (2) years after it is terminated,
that it will not directly or indirectly solicit for employment or employ any
employee, consultant, advisor or other individual related to or engaged by the
other or any of its Affiliates during the term of this Agreement.

                                    ARTICLE 5
                              TERM AND TERMINATION

5.1     TERM. This Agreement will commence on the date first written above and
will continue until terminated in accordance with Section 5.2; provided,
however, that OccuLogix may lower its prices for the Products from time to time,
in its discretion, upon sixty (60) days prior written notice to the Purchaser;
provided, however, that the price increase shall not be effective any earlier
than earlier of the delivery of the 10,005 Kit or December 31, 2005 ("EFFECTIVE
DATE") for purchase orders received after the Effective Date.

5.2     TERMINATION. Either party may terminate this Agreement upon ninety (90)
days written notice to the other party. In the event of termination, this
Agreement shall terminate on the effective date of termination without further
action by the other party, and without any liability on the part of either party
except for any liability for any breach of this Agreement; any amounts owing for
Products purchased prior to termination, other outstanding obligations of either
party to the other, and as otherwise stated herein.

                                   ARTICLE 6

6.1     NOTICES. Every notice provided for in this Agreement will be written and
directed to the party to whom delivered or given and will be delivered or given

  (a)   If to OccuLogix, to:


        OccuLogix, L.P.
        5280 Solar Drive, Suite 3200
        Mississauga, ON  L4W 5M8

        Attention:        Kevin LaMarche
        Fax:              (905) 602-7956

  (b)   if to Purchaser, to:

        Rheo Therapeutics Inc.
        161 Bay Street, Suite 5840
        P.O. Box 214
        Toronto, ON M5J 2S1

        Attention:        John A. McMahon, CEO
        Fax:              (416) 216-0823

Each such notice will be: (i) personally delivered or by courier; (ii) sent by
telex, telecopier or other direct written electronic means; or (iii) sent by
registered mail. Any notice sent by way of the means described in (i) above will
be deemed to have been given and received on the business day on which it has
been personally delivered provided that if such notice has not been delivered on
a business day, then it will be deemed to have been given and received on the
next business day thereafter. Any notice sent by way of the means described in
(ii) above will be deemed to have been given and received on the date on which
it was transmitted provided that if such notice has not been transmitted on a
business day or it was not transmitted prior to 5:00 p.m. (eastern standard
time) on the business day that it was transmitted, then it will be deemed to
have been given and received on the next business day thereafter. Any notice
sent by the means described in (iii) above will be deemed to have been given and
received on the third business day following the date upon which it has been
mailed. If mail service is or is threatened to be interrupted at any time when a
notice is required to be given thereunder, then such notice will be given by the
means described in (i) or (ii) above. Each party may change its address for the
purposes of this Section from time to time by giving written notice of such
change to the other party in accordance with this Section.

6.2     ENTIRE AGREEMENT. This Agreement, together with any Schedules attached
to this Agreement and any agreements and documents to be delivered pursuant to
the terms of this Agreement, constitutes the entire agreement between the
parties pertaining to the subject matter of this Agreement and supersedes all
prior agreements, understandings, negotiations and discussions, whether oral or
written of any of the parties in respect of the subject matter hereof.

6.3     INJUNCTIVE RELIEF. Each party acknowledges that its failure to comply
with the provisions of this Agreement may cause irreparable harm to the other
party which cannot be adequately compensated for in damages, and accordingly
acknowledges that the other party will be entitled to obtain, in addition to any
other remedies available to it, interlocutory and permanent injunctive relief to
restrain any anticipated, present or continuing breach of this Agreement.


6.4     WAIVER. A waiver of any default, breach or non-compliance under this
Agreement is not effective unless in writing and signed by the party to be bound
by the waiver. No waiver will be inferred from or implied by any failure to act
or delay in acting by a party in respect of any default, breach, non-observance
or by anything done or omitted to be done by another party. The waiver by a
party of any default, breach or non-compliance under this Agreement will not
operate as a waiver of that party's rights under this Agreement in respect of
any continuing or subsequent default, breach or non-compliance (whether of the
same or any other nature).

6.5     SEVERABILITY. Any provision of this Agreement which is invalid or
unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability and will be severed from
the balance of this Agreement, all without affecting the remaining provisions of
this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction and appropriate amendments will be made to this Agreement
to put the party who is disadvantaged by such invalidity or unenforceability in
the same financial position as if no provision hereof were in invalid or
unenforceable. The parties agree to immediately negotiate in good faith a
replacement for any such provision in order to preserve the interests of the
parties to the extent permitted by law.

6.6     GOVERNING LAW AND ATTORNMENT. This Agreement will be governed by and
construed in accordance with the laws of the province of Ontario and the federal
laws of Canada applicable therein. Each of the parties irrevocably submits to
the non-exclusive jurisdiction of the courts of Ontario for the purpose of any
suit, action or other proceeding arising out of this Agreement, the subject
matter hereof or any of the transactions contemplated hereby brought by either
party or its successors or assigns.

6.7     FORCE MAJEURE. Notwithstanding any provision herein to the contrary,
neither party shall be deemed to be in default hereunder for failing to perform
or provide any of the Products or other obligations to be performed or provided
pursuant to this Agreement if such failure is the result of any labor dispute,
act of God, inability to obtain labor or materials, governmental restrictions or
any other event which is beyond such party's reasonable control. Such party will
use diligent efforts to remedy such failure or interruption. Neither party shall
be liable for injury to the other party's business or practice or for any loss
of income therefrom or for damage to the goods, wares or other property caused
by any such failure or interruption.

6.8     SUCCESSORS AND ASSIGNS. This Agreement will inure to the benefit of, and
will be binding on, the parties and their respective successors and permitted
assigns. Notwithstanding the foregoing, the Purchaser or OccuLogix may assign
this Agreement or any of its rights or obligations hereunder to their Affiliate,
to a purchaser of all or substantially all of its assets, or to any Person in
its discretion, provided the assignee agrees in writing to assume and be bound
by all or the assigned portion of the party's obligations under this Agreement,
whereupon OccuLogix or Purchaser, as applicable, will be released from all or
such assigned portion of its obligations under this Agreement.

6.9     RELATIONSHIP OF PARTIES. Each of the parties hereto are independent
contractors. Nothing herein will be construed to place the parties in a
relationship of principal and agent,


partners or joint venturers, and neither party will have the power to obligate
or bind the other party in any manner whatsoever.

6.10    AGREEMENT DRAWN IN ENGLISH. The parties confirm that it is their wish
that this Agreement, as well as all other documents relating hereto, including
all notices, have been and will be drawn up in the English language only. Les
parties aux presentes confirment leur volonte que cette convention, de meme que
tous les documents, y compris tout avis, qui s'y rallachent, soient rediges en
langue anglaise.

6.11    COUNTERPART AND FACSIMILE. This Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original
and such counterparts together shall constitute one and the same instrument. The
signature of any of the parties hereto may be evidenced by a facsimile copy of
this Agreement bearing such signature. Such signature shall be valid and binding
as if an original executed copy of the Agreement has been delivered.

        BY SIGNING BELOW, the parties agree to be bound by the terms of this
Agreement as of the date of this Agreement first above mentioned.

                             OCCULOGIX, L.P.

                             By: /s/ Elias Vamvakas
                                 Name: Elias Vamvakas


                                 I/We have the authority to bind the corporation


                             RHEO THERAPEUTICS INC.

                             By: /s/ J. Machat
                                 Name: J. Machat

                                 I/We have the authority to bind the corporation


                                   SCHEDULE 1
                             PRODUCT LIST AND PRICES


The OctoNova apheresis machine is a microprocessor controlled state-of-the-art
blood and plasma therapy machine used in patients requiring extracorporeal
removal of macromolecular plasma components.

Quantity:  Subject to submission and acceptance of a purchase order.
Price:  $31,200.00 (US), plus applicable taxes and delivery charges.

The OCTONOVA(R) comes with a one year on-site full service warranty. Initial
installation, calibration and operator training will be provided.


"Kit" includes 1 of each Filter and Tubeser as detailed below.

Quantity:  8004 Kits, delivered in increments as set out in Schedule 2.
Price:  $1,000.00 per Kit**, plus applicable taxes and delivery charges. One Kit
is required per treatment.

** Subject to an introductor discount rebate of $250.00 per Kit until changed in
accordance with Section 5.1.



In plasma therapy, the Plasmaflo(R) performs the key initial function of
separating the plasma from whole blood, and is used in conjunction with a second
column (the Rheofilter(R)) for purification of the separated plasma, which may
then be returned to the patient. It thus enables the efficient removal of
harmful substances, with simultaneous replenishment of clotting factors.


The Rheofilter(R) Plasma Component Separator is used as part of an
extracorporeal treatment system in combination with a plasma separator
(Plasmaflo(R)) for improvement in Rheological parameters, for treatment of
dysproteinemia due to abnormal plasma viscosity and for removal of high
molecular weight proteins which may influence disorders of the microcirculation.




                                   SCHEDULE 2



($ in U.S. Dollars)

                   Date of Delivery(1)         Number of Kits(2)  Payment Terms                     Amount Payable*

                   October 1, 2004                   660          October 1st by Cheque                 $495,000

                   January 31, 2005                  360          7 days prior to Cheque                $270,000
                   February 28, 2005                 396          7 days prior to Cheque                $297,000
                   March 31, 2005                    444          7 days prior to Cheque                $333,000
                   April 29, 2005                    504          7 days prior to Cheque                $378,000
                   May 31, 2005                      648          7 days prior to Cheque                $486,000
                   June 30, 2005                     648          7 days prior to Cheque                $486,000
                   July 29, 2005                     648          7 days prior to Cheque                $486,000
                   August 31, 2005                   696          7 days prior to Cheque                $522,000
                   September 30, 2005                744          7 days prior to Cheque                $558,000
                   October 31, 2005                  744          7 days prior to Cheque                $558,000
                   November 30, 2005                 756          7 days prior to Cheque                $567,000
                   December 30, 2005                 756          7 days prior to Cheque                $567,000

1   OccuLogix will provide the Purchaser with reasonable notice if scheduled
    deliveries are to be delayed.

*   Plus shipping and taxes. See Section 2 and 5 for full details regarding the
    amount payable. In the event of inconsistency, Section 2 and 5 shall