SECURITIES PURCHASE AGREEMENT

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ”), dated as of July 15, 2009, is made by and among OccuLogix, Inc. (the “ Company ”), a Delaware corporation with executive offices located at 11025 Roselle Street, Suite 100, San Diego, CA, and the party executing the Lender Signature Page attached hereto (individually, a “ Lender ” and, collectively, the “ Lenders ”).

BACKGROUND

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Lenders hereby agree as follows:

ARTICLE I

THE NOTES

1.1            Purchase and Sale of Notes; Closing .

(a)           Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to each of the Lenders, and each of the Lenders hereby confirms its irrevocable subscription for and offer to purchase, a 12% Convertible Subordinated Secured Note Due 2011 (each, a “ Note ” and, collectively, the “ Notes ”) in the principal amount set forth below the Lender’s name on the Lender Signature Page.  The obligations of the Lenders to purchase Notes are several and not joint.  The aggregate principal amount for all Notes issued hereunder shall not exceed $5,000,000.

(b)           The Lender acknowledges and agrees that the Company reserves the right, in its absolute discretion, to reject this subscription for Notes, in whole or in part, at any time prior to the Closing time.  If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Company representing the Purchase Price will be promptly returned to the Lender without interest or deduction.  If this subscription is accepted only in part, a cheque representing any refund of the Purchase Price for that portion of the subscription for the Notes which is not accepted will be promptly delivered to the Lender without interest or deduction.

(c)           The Company may conduct one or more closings to effect the issuance of the Notes at its discretion.  The initial closing of the sale and purchase of the Notes shall take place at a closing on or about July 15, 2009, assuming all closing conditions herein have been met (the “ Initial Closing ”), or such other date and time as the Company and Investors agree.  The Company may conduct one or more additional closings (each an “ Additional Closing ”) to be held at such place and date as the Company and the Lenders participating in such additional closing may agree.

(d)           All funds received prior to the Initial Closing will be held in the trust account of the Company’s counsel, Wilson Sonsini Goodrich & Rosati, LLP, until the Initial Closing, which will be on or about July 15, 2009, in the discretion of the Company.

(e)           At the Initial Closing, the Company will deliver to each of the Lenders the Note to be purchased by such Lender, against receipt by the Company of the corresponding Purchase Price.  At each Additional Closing, the Company will deliver to each of the Lenders participating in such Additional Closing the Note to be purchased by such Lender, against receipt by the Company of the corresponding Purchase Price.

1.2            Warrants .

(a)           In consideration for the purchase by the Lenders of the Notes, the Company will issue to each Investor the right to receive a warrant in the form attached hereto as Exhibit B (each, a “ Warrant ” and, collectively, the “ Warrants ”) to purchase shares of Common Stock.  Each Warrant will have an aggregate exercise price equal to 10% of the initial principal amount of such Lender’s Note.  The Warrants not be issued until such time as the Notes have converted into shares of Common Stock on the Conversion Date (as defined in the Note).

(b)           Promptly following the Conversion Date, the Company will deliver to each of the Lenders the respective Warrant to be issued to such Lender. Each of the Warrants will be registered in such Lender’s name in the Company’s records.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1            Representations and Warranties of the Company .  The Company hereby represents and warrants to the Lenders as follows:

(a)            Organization and Qualification .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite legal authority to own and use its properties and assets and to carry on its business as currently conducted.  The Company is not in violation of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents.  The Company is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by the Company makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, have, or reasonably be expected to result in, a Material Adverse Effect (defined below).  For purposes of this Agreement, “ Material Adverse Effect ” means (i) a material adverse effect on the results of operations, assets, business or financial condition of the Company and its subsidiaries, taken as a whole on a consolidated basis, or (ii) material and adverse impairment of the Company’s ability to perform its obligations under this Agreement, provided that none of the following alone shall be deemed, in and of itself, to constitute a Material Adverse Effect:  (A) a change in the market price or trading volume of the shares of Common Stock of the Company or (B) changes in general economic conditions or changes affecting the industry in which the Company operates generally (as opposed to Company-specific changes) so long as such changes do not have a disproportionate effect on the Company and its subsidiaries, taken as a whole.

(b)            Authorization; Enforcement .  The Company has the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder.  The execution and delivery of this Agreement, the certificates representing the Warrants and the Security Agreement (defined below) have been duly authorized by all necessary corporate action on the part of the Company.  This Agreement has been duly executed and delivered by the Company and constitutes, and the Security Agreement (defined below) and the certificates representing the Warrants, when executed and delivered in accordance with the terms hereof, will constitute, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of specific performance and other equitable remedies.

(c)            No Conflicts .  The execution and delivery by the Company of this Agreement, the certificates representing the Warrants, and the Security Agreement, and the performance by the Company of its obligations hereunder and thereunder, do not and will not (i) conflict with or violate any provision of the Company’s certificate of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default under (or an event that, with notice or lapse of time or both, would become a default under), or give to others any rights of termination, amendment, acceleration or cancellation under (with or without notice, lapse of time or both), any agreement, credit facility, debt or other instrument evidencing a debt of the Company or other understanding to which the Company is a party, or by which any of its properties or assets is bound, except to the extent that such conflict or default or termination, amendment, acceleration or cancellation right would not reasonably be expected to have a Material Adverse Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject, or by which any of its properties or assets is bound, except to the extent that such violation would not reasonably be expected to have a Material Adverse Effect.

(d)            The Securities .  The shares of Common Stock and Warrants to be issued pursuant to Section 3(a) of the Notes and the shares of Common Stock to be issued upon exercise of the Warrants will be duly authorized and, when issued and paid for in accordance with this Agreement and the Notes, will be duly and validly issued and outstanding, fully paid and non-assessable, free and clear of all liens and will not be subject to pre-emptive or similar rights of stockholders of the Company.

(e)            Litigation .  To the knowledge of the Company, there is no action, suit, claim, proceeding, inquiry or investigation, before or by any court, public board, government agency, self-regulatory organization or body pending or threatened in writing against or affecting the Company that would be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

2.2            Representations, Warranties and Acknowledgements of the Lenders .

(a)           The Lender certifies that it is resident in the jurisdiction set out on the face page of this Agreement.  Such address was not created and is not used solely for the purpose of acquiring the Notes and the Lender was solicited to purchase in such jurisdiction.

(b)           If the Lender is not a person resident in Canada or the United States, the subscription for the Notes by the Lender is being made pursuant to exemptions under, and does not contravene any of the, applicable securities legislation in the jurisdiction in which the Lender resides and does not give rise to any obligation of the Company to prepare and file a prospectus or similar document or to register the Notes or the shares of Common Stock underlying the Notes or to be registered with or to file any report or notice with any governmental or regulatory authority  or to otherwise comply with any continuous disclosure obligations under the applicable securities legislation of the jurisdiction in which the Lender resides.

(c)           The Lender is subscribing for the Notes as principal for its own account and not for the benefit of any other person (within the meaning of applicable Canadian Securities Laws).  If it is subscribing as agent for a Disclosed Principal, it has disclosed the name of the Disclosed Principal on the Lender Signature Page of this Agreement and acknowledges that the Company may be required by law to disclose to certain Canadian regulatory authorities the identity of each Disclosed Principal for whom the Lender is acting.

(d)           In the case of a subscription for the Notes by the Lender acting as trustee or agent for a fully managed account or as agent for a Disclosed Principal, the Lender is duly authorized to execute and deliver this Agreement and all other necessary documentation in connection with such subscription on behalf of the fully managed account or Disclosed Principal, as applicable and this Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of, the fully managed account or Disclosed Principal, as applicable.

(e)           In the case of a subscription for the Notes by the Lender acting as principal, this Agreement (and all other documentation in connection with such subscription) has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Lender.  This Agreement is enforceable in accordance with its terms against the Lender.

(f)           If the Lender is a Canadian resident, (i) the Lender is not a U.S. Purchaser nor subscribing for the Notes (or the common shares and Warrant issuable on Conversion of the Notes or the Common Stock issuable upon exercise of the Warrants) for the account of a U.S. Purchaser or for resale in the United States and the Lender confirms that the Notes have not been offered to the Lender in the United States and that this Agreement has not been signed in the United States, and (ii) the Lender will not offer, sell or otherwise dispose of the Notes, Warrants or the Common Stock issuable upon conversion of the Notes or exercise of the Warrants in the United States or to or for the account or benefit of, a U.S. Purchaser, unless the Company has consented to such offer, sale or distribution and such offer, sale or disposition is made in accordance with an exemption from the registration requirements under the U.S. Securities Act of 1933, as amended, and the securities laws of all applicable states of the United States or the SEC has declared effective a registration statement in respect of such securities.

(g)           The Lender has been advised to consult its own legal advisors with respect to the execution, delivery and performance by it of this Agreement and the transactions contemplated by this Agreement, including but not limited to, trading in the Notes, Warrants or the Common Stock issuable upon conversion of the Notes or exercise of the Warrants and with respect to the resale restrictions imposed by the securities laws of the jurisdiction in which the Lender resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Canadian Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Lender (or others for whom it is contracting hereunder) to resell such securities, that the Lender (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Lender is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Lender is aware that it (or beneficial persons for whom it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under the Canadian Securities Laws and other applicable securities laws, including the United States.

(h)           The Lender is not purchasing the Notes with knowledge of material information concerning the Company that has not been generally disclosed.

(i)           The subscription for the Notes has not been made through or as a result of, and the distribution of the Notes is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation.

(j)           No person has made any written or oral representations that (i) any person will resell or repurchase the Notes or Warrants or the shares in Common Stock underlying the Notes and Warrants, (ii) that any person will refund all or any part of the Purchase Price, or (iii) as to the future price or value of the shares of Common Stock of the Company.

(k)           The Notes will bear, as of the Closing date, legends substantially in the following form and with the necessary information inserted:

(l)           In the event that the Notes are converted into shares of Common Stock and Warrants pursuant to terms of the Notes, or, if issued, the Warrants are exercised for shares of Common Stock, prior to the expiry of the hold periods applicable to the Notes and Warrants as applicable, such Warrants and shares of Common Stock as applicable, will bear legends substantially in the following form and with the necessary information inserted:

(m)           The Company is relying on the representations, warranties and covenants contained herein and in the applicable Schedules attached hereto to determine the Lender’s eligibility to subscribe for the Notes and Warrants under securities laws applicable in the United States and Canada and the Lender agrees to indemnify the Company and each of its directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon.  The Lender undertakes to immediately notify the Company of any change in any statement or other information relating to the Lender set forth in such applicable Schedules which takes place prior to the Closing time.

(n)           The funds representing the Purchase Price which will be advanced by the Lender to the Company hereunder, and any funds for exercise of the Warrants (the “ Exercise Price ”, as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “ PCMLTFA ”) and the Lender acknowledges that the Company may in the future be required by law to disclose the Lender’s  name and other information relating to this Agreement and the Lender’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA.  To the best of its knowledge (a) none of the Purchase Price or Exercise Price to be provided by the Lender (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Lender, and (b) it shall promptly notify the Company if the Lender discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith.

(o)           The Lender acknowledges that this Agreement and the schedules hereto require the Lender to provide certain personal information to the Company.  Such information is being collected by the Company for the purposes of completing the Offering, which includes, without limitation, determining the Lender’s eligibility to purchase the Notes under the securities laws applicable in the United States and Canada and other applicable securities laws, preparing and registering certificates representing the Notes and completing filings required by any stock exchange or securities regulatory authority.  The Lender’s personal information may be disclosed by the Company to: (a) stock exchanges or securities regulatory authorities, (b) the Canada Revenue Agency, and (c) any of the other parties involved in the Offering, including legal counsel and may be included in record books in connection with the Offering.  By executing this Agreement, the Lender is deemed to be consenting to the foregoing collection, use and disclosure of the Lender’s personal information.  The Lender also consents to the filing of copies or originals of any of the Lender’s documents as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby.  The Lender represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each Disclosed Principal.

(p)           The information provided by the Lender on the Lender Signature Page of this Agreement identifying the name, address and telephone number of the Lender, and the aggregate Purchase Price of the Notes as well as the Closing date and the exemption that the Subscriber is relying on in purchasing the Notes will be disclosed to the Ontario Securities Commission, and such information is being indirectly collected by the Ontario Securities Commission under the authority granted to it under securities legislation. This information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario.  Each Lender (and for certainty, including each Disclosed Principal) hereby authorizes the indirect collection of such information by the Ontario Securities Commission.  In the event the Lender has any questions with respect to the indirect collection of such information by the Ontario Securities Commission, the Lender should contact the Ontario Securities Commission, Administrative Assistant to the Director of Corporate Finance at (416) 593-8086 or in person or writing at Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8.

(q)            Organization; Authority .  In the case of a Lender that is not a natural person, (i) such Lender is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate, partnership or other power and authority to enter into this Agreement, to subscribe for and purchase the Note as contemplated herein and to carry out its obligations hereunder, and (ii) the execution and delivery of this Agreement have been duly authorized by all necessary corporate, partnership or other action on the part of such Lender.  In the case of all Lenders, whether or not a natural person, this Agreement has been duly executed and delivered by such Lender and constitutes a valid and binding obligation of such Lender, enforceable against him, her or it in accordance with its terms, except as may be limited by (A) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (B) the effect of rules of law governing the availability of specific performance and other equitable remedies.

(r)            No Public Sale or Distribution .  Such Lender will be acquiring the Note and Warrant and the shares of the Common Stock issuable upon conversion of the Note or exercise of the Warrant, in the ordinary course of business for his, her or its account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and the Lender covenants that it will not resell the Note or shares of Common Stock except pursuant to sales registered under the Securities Act of 1933, as amended (the “ Securities Act ”) or under an exemption from such registration and in compliance with applicable U.S. federal and state securities laws or applicable statutory resale restrictions imposed by the applicable Canadian provincial and territorial securities