TERMINATION
AGREEMENT
THIS AGREEMENT is made effective the 13 th day of
April, 2006
A M O N
G:
OCCULOGIX, INC., a corporation incorporated under the laws of the
State of Delaware
(hereinafter
referred to as “OccuLogix”
)
AMD
MEDICAL SERVICES INC., a corporation incorporated under the laws of the
Province of Ontario
(hereinafter
referred to as “AMD” )
DR.
IRVING J. SIEGEL, M.D. of the Town of Richmond Hill in the Province of
Ontario
(hereinafter
referred to as “Siegel” )
OCCULOGIX CANADA CORP.,
an unlimited liability company
incorporated under the laws of the Province of Nova
Scotia
(hereinafter
referred to as “OCC” )
RHEO
CLINIC INC., a
corporation incorporated under the laws of Canada
(hereinafter
referred to as “RHEO CLINIC”
)
TLC
VISION CORPORATION, a corporation incorporated under the laws of the
Province of New Brunswick
(hereinafter
referred to as “TLCV” )
WHEREAS the appointment of Siegel as the Vice President,
Clinical Affairs of OccuLogix is terminated at the close of
business on the date hereof;
AND
WHEREAS the
employment agreement ( “Siegel’s Employment
Agreement” ), dated as of August 1, 2003, between
Siegel and Vascular Sciences Corporation (now OccuLogix), as
amended by an amending agreement dated as of September 1, 2005,
between Siegel and OccuLogix, is terminated at the close of
business on the date hereof;
AND
WHEREAS Siegel is a
beneficial owner, director and officer of AMD;
AND
WHEREAS Quest
Clinical Trials Inc. (now AMD), Rheo Clinic, Siegel and OccuLogix,
L.P., entered into an amended and restated consulting agreement,
dated as of August 1, 2003, pursuant to which, among other things,
Quest Clinical Trials Inc. (now AMD) provided medical and other
services to Rheo Clinic in connection with the operation of its
Rheopheresis™ clinic located in the City of Mississauga (the
“Original Consulting Agreement”
);
AND
WHEREAS the Original
Consulting Agreement amended and restated the consulting agreement,
dated January 8, 2003, among Quest Clinical Trials Inc. (now AMD),
Rheo Clinic and Siegel;
AND
WHEREAS , in
connection with the Original Consulting Agreement, TLCV, Rheo
Clinic and Quest Clinical Trials Inc. (now AMD) entered into an
indemnity agreement, dated as of August 1, 2003, pursuant to which
Rheo Clinic agreed to indemnify and hold harmless Quest Clinical
Trials Inc. (now AMD) and its doctors and personnel from and
against liability, losses, damages and expenses suffered under the
circumstances provided for therein and pursuant to wh
