December 20, 2007
Exhibit
10.43
| December 20, 2007 |
BY
E-MAIL
Mr. ▇▇▇▇
▇▇▇▇▇
Solx
Acquisition, Inc.
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Waltham,
MA 02451
U.S.A.
Dear
▇▇▇▇:
Re: Section 1(d) of the Stock
Purchase Agreement
As we
agreed on the phone this morning, the business deal between OccuLogix, Inc.
(“OccuLogix”) and Solx Acquisition, Inc. (“Solx Acquisition”) is, and had always
been, that Solx Acquisition would reimburse the payroll liabilities of Solx,
Inc. (“Solx”) during the period between December 1, 2007 and December 31, 2007
(including the costs of providing benefits to the individuals on Solx’s payroll,
consistent with past practice). It was brought to my attention that
the defined term “December Payroll” in the second paragraph of Section 1(d) the
Stock Purchase Agreement, dated as of December 19, 2007, between OccuLogix and
Solx Acquisition, Inc. (the “Stock Purchase Agreement”) refers to the period
between the Closing Date and December 31, 2007.
In order
to avoid confusion in the future regarding this point, I would appreciate it if
you would confirm our mutual understanding that Solx Acquisition will reimburse
Solx’s payroll liabilities during the period between December 1, 2007 (as
opposed to the Closing Date) and December 31, 2007 (including the costs of
providing benefits to the individuals on Solx’s payroll, consistent with past
practice) on or prior to January 15, 2008 and that the defined term “December
Payroll” in the Stock Purchase Agreement should be read
accordingly.
Please
indicate your acknowledgement by signing this letter, in the appropriate
signature block below, and returning a signed copy to me.
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Sincerely,
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“▇▇▇▇
▇▇▇▇▇▇▇”
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▇▇▇▇
▇▇▇▇▇▇▇
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Chief
Financial Officer & Treasurer
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International
Corporate Office: ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇., ▇▇▇▇. ▇, ▇▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇
T ▇▇▇ ▇▇▇-▇▇▇▇ F ▇▇▇ ▇▇▇-▇▇▇▇
U.S.
Corporate Office: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ T ▇▇▇ ▇▇▇-▇▇▇▇ F
▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
ACKNOWLEDGED
AND AGREED TO
this
20th day of
December, 2007
SOLX
ACQUISITION, INC.
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By:
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“▇▇▇▇ ▇. ▇▇▇▇▇”
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Name:
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▇▇▇▇
▇. ▇▇▇▇▇
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Title:
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President
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International
Corporate Office: ▇▇▇▇ ▇▇▇▇▇▇▇
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T ▇▇▇ ▇▇▇-▇▇▇▇ F ▇▇▇ ▇▇▇-▇▇▇▇
U.S.
Corporate Office: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
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