THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

OccuLogix, Inc. (RHEO)

4/28/2006 Proxy Information

Indebtedness of Directors and Officers

No officer, director or employee, or former officer, director or employee, of the Company or any of its subsidiaries, or associate of any such officer, director or employee is currently or has been indebted (other than routine indebtedness of employees and non-executive officers), at any time since January 1, 2005, to the Company or any of its subsidiaries.

Interests of Insiders in Prior and Proposed Transactions

TLC Vision

TLC Vision beneficially owns approximately 49.0% of the Company’s outstanding common stock, or 44.6% on a fully diluted basis. Mr. Vamvakas, the Chairman and former Chief Executive Officer of TLC Vision, became the Chairman of the Board and the Secretary of OccuLogix in September 2003 and is now also the Company’s Chief Executive Officer. Two other directors of TLC Vision, Mr. Davidson and Dr. Lindstrom, are also directors of OccuLogix.

Until June 2005, one of the primary customers of OccuLogix, L.P., a former wholly-owned subsidiary of the Company, was Rheo Clinic Inc. (“Rheo Clinic”), a wholly-owned subsidiary of TLC Vision, for which OccuLogix, L.P. has reported revenues of $81,593 for the financial year ended December 31, 2005. Since it has ceased the treatment of commercial patients in June 2005, Rheo Clinic has not been a source of revenue for the Company, nor will it be a source of revenue for the Company in the future.

On July 29, 2005, the Company entered into an agreement with Rheo Clinic to purchase fixed assets and intellectual property valued at Cdn$61,812 to be used for the Company’s clinical trial activities and other purposes. The Company agreed to share equally in losses incurred by Rheo Clinic, to a maximum of Cdn$28,952, for assets that Rheo Clinic is not able to dispose of. To date, Rheo Clinic has not advised the Company of the final calculation of any losses. In addition, during the financial year ended December 31, 2005, the Company reimbursed Rheo Clinic Cdn$281,581, which amount represented that proportion of the costs incurred by Rheo Clinic deemed applicable to the Company’s clinical trial activities from October 1, 2004 to June 30, 2005.

Diamed Medizintechnik GmbH (“Diamed”)

The Company purchases the OctoNova pump pursuant to a marketing and distribution agreement with Diamed, the developer of the OctoNova pump, and a distribution agreement with MeSys GmbH (“MeSys”), the company that manufactures the pump for Diamed. The Company previously paid an annual licensing fee of Ř3,000 to Diamed. Payments made in the year ended December 31, 2005 were Ř3,938. The marketing and distributorship agreement with Diamed provides for a minimum purchase of 1,000 OctoNova pumps during the period from the date of the agreement until five years after receipt of FDA approval of the RHEO™ System, representing an aggregate commitment of Ř16,219,000, or approximately $19,584,118, based on exchange rates applicable on March 31, 2006. The distribution agreement with MeSys provides for a minimum purchase of 25 OctoNova pumps per year beginning after FDA approval of the RHEO™ System, representing an annual commitment of Ř405,000, or approximately $489,029, based on exchange rates applicable on March 31, 2006. Diamed currently beneficially owns approximately 10.3% of OccuLogix’s common stock or 9.4% on a fully diluted basis.

Hans Stock

Mr. Stock, who is the controlling stockholder of Diamed, is also a stockholder of OccuLogix and is a party to two agreements with OccuLogix.

On February 21, 2002, OccuLogix entered into an agreement with Mr. Stock as a result of his assistance in procuring a distributor agreement for the filter products used in the RHEO™ System from Asahi Medical Co., Ltd., a subsidiary of Asahi Kasai Corporation. Mr. Stock agreed to further assist the Company in procuring new product lines from Asahi Medical for marketing and distribution by the Company. The agreement will remain effective for a term consistent with the term of the distributorship agreement with Asahi Medical, and Mr. Stock will receive a 5% royalty payment on the purchase of the filters from Asahi Medical. Royalty payments made to Mr. Stock in respect of products supplied to OccuLogix by Asahi Medical in the three months ended March 31, 2006 and in the year ended December 31, 2005 were $0 and $210,330, respectively.

On June 25, 2002, OccuLogix entered into an agreement with Mr. Stock, which was subsequently amended and restated on August 6, 2004 and October 25, 2004, for the purposes of procuring a patent license for the extracorporeal applications in ophthalmic diseases for that period of time in which the patent was effective. Mr. Stock is entitled to 1.5% of total net revenues from the Company’s commercial sales of products sold in reliance and dependence upon the validity of the patent’s claims and rights in the United States. OccuLogix agreed to make advance payments to Mr. Stock of $50,000 per year, payable on a quarterly basis, to be credited against any and all future payments payable in accordance with this agreement. Payments made under the agreement for the three months ended March 31, 2006 and the year ended December 31, 2005 were $12,500 and $50,000, respectively.

John Cornish and Apheresis Technologies, Inc. (“Apheresis Technologies”)

John Cornish is one of the Company’s stockholders and the Company’s Vice President, Operations. He was also one of the Company’s directors from April 1997 to September 2004. OccuLogix has a number of relationships with John Cornish and entities to which he is related.

Apheresis Technologies, of which John Cornish is the President, was spun off from OccuLogix in 2002, and, as a result, OccuLogix’s stockholders at the time, which did not include TLC Vision, became stockholders of Apheresis Technologies. John Cornish and his family are the most significant stockholders of Apheresis Technologies, holding an aggregate of approximately 25% of the outstanding stock of Apheresis Technologies. Dr. Richard Davis, Don Sanders, and Diamed and Hans Stock (taken together) are currently stockholder of the Company and own approximately 22%, 9% and 11%, respectively, of the outstanding stock of Apheresis Technologies. Diamed and Hans Stock (taken together) are also currently affiliates of the Company.

On May 1, 2002, OccuLogix entered into an exclusive distribution services agreement with Apheresis Technologies. Under this agreement, Apheresis Technologies was the Company’s exclusive provider of warehousing, order fulfillment, shipping, billing services and customer service related to shipping and billing. OccuLogix paid Apheresis Technologies for these services 5% of the cost to the Company of goods delivered to Apheresis Technologies’ facilities, plus shipping and related charges. OccuLogix paid this 5% fee when it sold the goods.

On July 30, 2004, OccuLogix amended its distribution services agreement with Apheresis Technologies such that the Company would have the sole discretion as to when the agreement would terminate. In consideration of this amendment, OccuLogix paid Apheresis Technologies $100,000 on the successful completion of the Company’s initial public offering of shares of its common stock.

On March 28, 2005, OccuLogix terminated its distribution services agreement with Apheresis Technologies. The total amount paid to Apheresis Technologies pursuant to the distribution services agreement during the financial year ended December 31, 2005 was $28,063.

On June 25, 2003, OccuLogix entered into a reimbursement agreement with Apheresis Technologies. Pursuant to the agreement, OccuLogix reimbursed Apheresis Technologies for 80% of the salary and benefits of John Cornish (until April 1, 2005) and Sue Howard (until April 1, 2005), an employee of Apheresis Technologies who provided services to the Company. Prior to March 1, 2005, Mr. Cornish’s total annual salary from Apheresis Technologies was $100,000; on March 1, 2005, his total annual salary increased to $133,062.50. Prior to April 1, 2005, the Company reimbursed 80% of his total annual salary plus the corresponding share of his benefits. Prior to April 1, 2005, Ms. Howard’s total annual salary from Apheresis Technologies was $56,000, of which OccuLogix reimbursed $44,800 plus the corresponding share of her benefits. Between April 1, 2005 and April 13, 2006, Ms. Howard was employed directly by the Company. It is contemplated that Apheresis Technologies, from time to time in the future, will make Ms. Howard’s services available to the Company upon request on a per diem basis. While Ms. Howard was providing services to the Company as an employee of Apheresis Technologies prior to April 1, 2005 and while she was an employee of the Company, she participated in the Company’s bonus plan. Mr. Cornish continues to participate in the Company’s bonus plan. During the 15 months ended March 31, 2006, OccuLogix paid Apheresis Technologies $75,705 under the reimbursement agreement. Included in accounts payable as of March 31, 2006 is $0 due to Apheresis Technologies.

Until April 1, 2005, Mr. Cornish did not have an employment agreement with OccuLogix and received no compensation from OccuLogix directly. Effective April 1, 2005, Mr. Cornish entered into an employment agreement with OccuLogix under which he received an annual base salary of $106,450 representing compensation to him for devoting 80% of his time to the business and affairs of the Company. Effective April 1, 2005, the reimbursement agreement with Apheresis Technologies was amended so that the Company no longer compensated Apheresis Technologies in respect of any salary paid to, or benefits provided to, Mr. Cornish by Apheresis Technologies. Effective June 1, 2005, the Company amended its employment agreement with Mr. Cornish such that he began to receive an annual base salary of $116,723 for devoting 85% of his time to the business and affairs of the Company. Effective April 13, 2006, the Company further amended its employment agreement with Mr. Cornish such that his annual base salary was decreased to $68,660 in consideration of his devoting 50% of his time to the business and affairs of the Company. Mr. Cornish continues to participate in the Company’s bonus plan. To date, Mr. Cornish has been granted an aggregate of 180,000 stock options to acquire shares of the Company’s common stock. These stock options have been granted to him in part for his service as a director and an officer of the Company and in part for the services he provides through Apheresis Technologies.

Mr. Cornish also owns and manages Cornish Properties, which leases space to OccuLogix in Palm Harbor, Florida, for clinical trial activities, office space and storage under a lease that will expire on December 31, 2006. During the financial year ended December 31, 2005, the Company paid rent to Cornish Properties in the amount of $32,940. Currently, the monthly lease cost is approximately $2,745.

Since January 2002, the amount the Company paid to Apheresis Technologies and Cornish Properties pursuant to the arrangements described above, as well as any other payments made to them, aggregates approximately $1,171,592, including reimbursement for consulting services of $579,439, rental payments of $79,940 and $340,213 of costs incurred on the Company’s behalf as well as the aforementioned payment of $100,000 to amend the distribution services agreement and the payment of approximately $72,000 paid for services provided under the aforementioned distribution services agreement. This amount does not include the 180,000 stock options to acquire shares of OccuLogix’s common stock granted to Mr. Cornish personally or the total repayment of approximately $609,000 in 2002 and 2003 made to Apheresis Technologies in connection with payments of OccuLogix operating costs they made on the Company’s behalf prior to June 2002. Of the 180,000 stock options, 25,000 stock options were granted to Mr. Cornish in his capacity as one of the Company’s directors and 75,000 stock options were granted to him under the 2002 Stock Option Plan as a long-term incentive. The remaining 80,000 stock options were granted to him as a result of the value he provided in connection with the services performed under the reimbursement arrangement with Apheresis Technologies, pursuant to which he was entitled to participate in the Company’s bonus plan, including option grants.

Innovasium Inc.

During the fourth quarter of 2004, the Company began a business relationship with Innovasium Inc. Innovasium Inc. designed and built some of the Company’s websites and also created some of the Company’s sales and marketing materials to reflect the look of the Company’s websites. Daniel Hageman, who is the President and one of the owners of Innovasium Inc., is the husband of Julie Fotheringham, the Company’s Vice President, Marketing. During the financial year ended December 31, 2005, for services rendered, the Company paid Innovasium Inc. Cdn$123,967 and included Cdn$15,798 in accounts payable and accrued liabilities as at December 31, 2005.

None of the principal stockholders, senior officers or directors of the Company or the proposed nominees for election as directors of the Company, or any of their associates or subsidiaries, has any other interest in any other transaction since January 1, 2005 or any other proposed transaction that has materially affected or would materially affect the Company or its subsidiaries.