NVLN Novelion Therapeutics Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 8, 2015

QLT Inc.

(Exact Name of Registrant as specified in its charter)

887 Great Northern Way, Suite 250, Vancouver, B.C.

Canada, V5T 4T5

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 707-7000

Not Applicable

(Registrant’s name or former address, if change since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.             Entry into a Material Definitive Agreement.

Merger Agreement:

On June 8, 2015, QLT Inc., a corporation incorporated under the laws of British Columbia (the “Company” or “QLT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with InSite Vision Incorporated, a Delaware corporation (“InSite Vision”), and Isotope Acquisition Corp., a Delaware corporation and indirect wholly owned subsidiary of the Company (“Merger Sub”), providing for the acquisition of InSite Vision by the Company.  Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into InSite Vision pursuant to the applicable provisions of the Delaware General Corporation Law (the “Merger”), with InSite Vision surviving the Merger as a wholly owned indirect subsidiary of the Company.

The Boards of Directors of InSite Vision and the Company have each unanimously approved the Merger Agreement and the consummation of the Merger. The Merger Agreement is subject to, among other things, adoption by InSite Vision’s stockholders. The Board of Directors of InSite Vision (the “InSite Board”) unanimously resolved to recommend that the stockholders of InSite Vision vote in favor of the Merger.

Pursuant to the terms of the Merger Agreement and subject to the conditions therein, at the effective time of the Merger (the “Effective Time”), each share of InSite Vision’s common stock issued and outstanding immediately prior to the Effective Time (the “InSite Common Stock”) (except shares owned by InSite) will be cancelled and will be automatically converted into the right to receive 0.048 of a validly issued, fully paid and non-assessable common share of the Company (the “Merger Consideration”).  No fractional shares will be issued in connection with the Merger, and InSite Vision’s stockholders will receive cash in lieu of any fractional shares in the Merger pursuant to the terms of the Merger Agreement.

Pursuant to the terms of the Merger Agreement and subject to the conditions therein, at the Effective Time, each option to acquire shares of InSite Common Stock that is outstanding and unexercised as of immediately prior to the Effective Time will automatically terminate and have no further effect, and the holder thereof will have no right to receive any consideration therefor. However, holders of any such options will have at least five days prior to the closing of the Merger to fully exercise their options.

Pursuant to the terms of the Merger Agreement and subject to the conditions therein, at the Effective Time, each warrant to purchase shares of InSite Common Stock (collectively, the “InSite Warrants”) that is outstanding and unexercised immediately prior to the Effective Time, will become converted into and become a warrant  to purchase common shares of the Company (“QLT Common Shares”) and the Company will assume each such InSite Warrant, in each case in accordance with its terms. Pursuant to the terms of the outstanding InSite Warrants, as a result of the Merger each holder of an InSite Warrant has the right to elect to surrender its InSite Warrant in return for a cash payment equal to the Black Scholes valuation of such holder’s InSite Warrant in lieu of continuing to hold its InSite Warrant, as adjusted for the Merger.

Completion of the Merger is subject to customary closing conditions, including, among other things, (i) the adoption of the Merger by InSite Vision’s stockholders, (ii) the absence of any legal restraints or prohibitions on the consummation of the Merger, and (iii) the effectiveness of the registration statement on Form S-4 to be filed with the Securities and Exchange Commission (the “SEC”) with respect to the QLT Common Shares constituting the Merger Consideration and the listing of QLT Common Shares to be issued in the Merger on NASDAQ and the Toronto Stock Exchange shall have been approved, subject to official notice of issuance.  In addition, the Company’s and InSite Vision’s obligation to complete the Merger is subject to certain other conditions, including (x) subject to the standards set forth in the Merger Agreement, the accuracy of the representations and warranties of the other party, (y) compliance of the other party with its covenants in all material respects, and (z) no events having occurred that would have a material adverse effect on the other party.

The Merger Agreement contains representations, warranties and covenants of the parties customary for a transaction of this type, including, among other things, a covenant of InSite Vision not to solicit alternative transactions or to provide information or enter into discussions in connection with alternative transactions, subject to certain exceptions to allow InSite Vision’s board of directors to exercise its fiduciary duties. In addition, pursuant to the

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terms of the Merger Agreement, InSite Vision is required to submit to the United States Food and Drug Administration (the “FDA”) a new drug application with respect to BromSite™ (the “BromSite NDA”).  On June 11, 2015, InSite Vision submitted the BromSite NDA to the FDA.  The Company’s obligation to consummate the Merger is conditioned on (1) 60 days having elapsed following the date of the FDA’s receipt of the BromSite NDA for review and the FDA having not issued any written communication to InSite Vision refusing to file the BromSite NDA for review, and (2) 74 days having elapsed following the date of the FDA’s receipt of the BromSite NDA for review and the FDA having not issued any written communication to InSite Vision that asserts a deficiency that is reasonably likely to require one or more additional clinical studies with respect to BromSite™ to be conducted prior to initiating the marketing and sale of BromSite™ in the United States for the treatment of postoperative inflammation and prevention of ocular pain in patients undergoing cataract surgery.

The Merger Agreement may be terminated under certain circumstances, including in specified circumstances in connection with superior proposals. Upon the termination of the Merger Agreement, under specified circumstances, InSite Vision will be required to pay the Company a termination fee of $1,170,000.

As structured, the parties expect that the proposed Merger will be taxable to InSite Vision’s stockholders. However, the actual tax treatment of the Merger cannot be determined at this time.

In connection with the consummation of the Merger, InSite Vision’s outstanding 12% Senior Secured Notes (the “Notes”) will become payable on consummation of the Merger, except that certain holders of the Notes have agreed to waive their rights to a mandatory redemption of such holders’ Notes in connection with the consummation of the Merger.  Such holders have agreed that their Notes will mature and the outstanding principal and interest will be payable, six months following the consummation of the Merger.

Secured Note

In connection with the execution of the Merger Agreement, on June 8, 2015, InSite Vision and the Company entered into a secured note (the “Secured Note”) pursuant to which the Company agreed, subject to the terms and conditions thereof, to provide a secured line of credit of up to $9,853,333 to InSite Vision.  Interest accrues on the amounts borrowed at the rate of 12% per annum.

Pursuant to the terms of the Secured Note, InSite Vision borrowed, contemporaneously with execution of the Secured Note, an amount equal to $2,360,000 in connection with InSite Vision’s submission of the BromSite NDA.  Provided that the Merger Agreement has not then been terminated and certain other conditions to borrowing continue to be satisfied, InSite Vision has the right to draw an additional $600,000 to finance certain manufacturing costs, and beginning in June 2015, may also borrow up to $1,100,000 per month until November 30, 2015, and up to $293,333 in December 2015.

The Secured Note is secured by substantially all of the assets of InSite Vision pursuant to the terms of a Security Agreement, dated as of June 8, 2015 (the “Security Agreement”), between InSite Vision and the Company. The Secured Note is further secured by certain copyrights, trademarks, patents and patent applications of InSite Vision pursuant to the terms of an IP Security Agreement, dated as of June 8, 2015 (the “IP Security Agreement”), between InSite Vision and the Company.

All borrowings under the Secured Note will be due and payable 12 months following the termination of the Merger Agreement except that InSite Vision’s obligation to repay those amounts will accelerate and become due and payable on termination of the Merger Agreement under certain circumstances, including if (1) the Company terminates the Merger Agreement as a result of the Board of Directors of InSite Vision (A) changing or withdrawing its recommendation that the stockholders of InSite Vision vote in favor of adoption of the Merger Agreement (the “Board Recommendation”) following the time of its receipt of a Superior Proposal (as defined in the Merger Agreement) or (B) failing to reaffirm the Board Recommendation within five days of the Company requesting such reaffirmation following a publicly announced Company Acquisition Proposal (as defined in the Merger Agreement), (2) InSite Vision terminates the Merger Agreement to engage in a competing transaction, or (3) InSite Vision completes a competing transaction following certain termination events under the Merger Agreement.

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Share Subscription Agreement

On June 8, 2015, the Company, Tribute Pharmaceuticals Canada Inc., a corporation existing under the laws of the Province of Ontario, Canada (“Tribute”), POZEN Inc., a Delaware corporation (“Pozen”), Aguono Limited, a private limited company incorporated in Ireland, which following the date hereof will be re-registered as a public limited company and renamed Aralez Pharmaceuticals plc (“Aralez”), Deerfield Private Design Fund III, L.P., Deerfield International Master Fund, L.P., Deerfield Partners, L.P. (together with Deerfield Private Design Fund III, L.P. and Deerfield International Master Fund, L.P., “Deerfield”), Broadfin Healthcare Master Fund, Ltd. (“Broadfin”), JW Partners, LP, JW Opportunities Fund, LLC (together with JW Partners, LP, the “JW Parties”), EcoR1 Capital Fund Qualified, L.P. and EcoR1 Capital Fund, L.P. (together with EcoR1 Capital Fund Qualified, L.P., the “EcoR1 Parties” and, the Company, the Broadfin Parties, the JW Parties and the EcoR1 Parties being referred to herein collectively as the “Co-Investors”) entered into a Share Subscription Agreement (the “Share Subscription Agreement”).  The Share Subscription Agreement provides that, among other things, subject to the terms and conditions set forth therein, Aralez will issue and sell to QLT common shares of Aralez (the “Aralez Shares”) for an aggregate purchase price of $45 million at a price per share of $7.20.  The common shares of Aralez are intended to be listed on NASDAQ and the Toronto Stock Exchange.

The Company intends, following the purchase of the Aralez Shares, and following the closing of the Merger, to effect a special election distribution to each of its stockholders by way of a reduction of the paid-up capital on QLT Common Shares payable, at the election of each such stockholder, in either Aralez Shares or cash, subject to possible pro-ration (the “Distribution”).  Any cash to be distributed pursuant to the Distribution will be funded pursuant to the terms of the Backstop Agreement described below.  Pursuant to the Share Subscription Agreement, Aralez will prepare and file with the SEC a registration statement, and with the securities commissions or similar regulatory authorities in the Canadian Qualifying Provinces (as such term is defined in the Share Subscription Agreement) a prospectus with respect to the Aralez Shares on or prior to August 7, 2015 and use commercially reasonable efforts to have the registration statement declared effective and the prospectus filed for purposes of the Distribution.

In addition to customary closing conditions, the Share Subscription Agreement includes the following conditions: (i) the Aralez Shares shall have been approved for listing on NASDAQ and the Toronto Stock Exchange, subject to official notice of issuance; (ii) the conditions of the merger agreement governing the business combination of Tribute and Pozen (the “Aralez Merger Agreement”) shall have been satisfied or waived and the closing of the transactions contemplated thereby shall occur concurrently; (iii) there shall be no pending suit, action or proceeding reasonably likely to have a material adverse effect on the Company, Aralez or any Co-Investor; and (iv) no material amendment, modification of waiver of a material condition under the Aralez Merger Agreement shall have occurred.

Pursuant to the Share Subscription Agreement, Aralez will take all actions necessary to elect one individual designated by the Company to the board of directors of Aralez following the closing thereunder.

The Share Subscription Agreement may be terminated under certain circumstances, including if the Aralez Merger Agreement has been terminated or if the closing of the transactions contemplated thereby has not been consummated by January 31, 2016.

Aralez Backstop Agreement

On June 8, 2015, the Company entered into a Share Purchase Agreement (the “Backstop Agreement”) with Broadfin, the JW Parties and the EcoR1 Parties (collectively, the “Backstop Purchasers”), pursuant to which the Backstop Purchasers are obligated to purchase from the Company in a private transaction, within three business days of the expiration of the election period for the Distribution, a number of Aralez Shares that the Company stockholders have elected not to receive in the Distribution up to a maximum of $15 million of Aralez Shares (the “Backstop Shares”).

The first $10 million of Backstop Shares will be purchased by Broadfin, with the balance to be purchased by the other Backstop Purchasers on a pro-rata basis.  The per share price to be paid by the Backstop Purchasers in exchange for the Backstop Shares will be equal to the price per share paid by the Company for the Aralez Shares.

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QLT Convertible Note Issuance

The Company intends to effect, following the closing of the Merger, a special distribution to the Company’s stockholders in the amount of $25 million, payable by the issuance of convertible redeemable notes (the “Convertible Notes”).  It is anticipated that the Convertible Notes would be transferable but will not be listed on any stock exchange.  The Convertible Notes will be distributed only following the time the Company’s Board of Directors formally approves the terms of the Convertible Notes and their distribution and establishes a record date for such purposes.

It is contemplated that the Convertible Notes will accrue interest at a nominal rate and mature two years from the date of issue (the “Issue Date”).  At any time after three months following the Issue Date and prior to the maturity date, each holder of a Convertible Note will have the right to redeem the principal amount of such holder’s Convertible Note plus all accrued interest thereon for cash.  On the Issue Date, the Company will place a cash amount equal to the principal amount of the Convertible Notes in escrow in an interest bearing account.

At any time after 3 months following the Issue Date and prior to the maturity date, each holder of a Convertible Note would have the right to convert the principal amount of such holder’s Convertible Note plus all accrued interest thereon into common shares of the Company at a price per share representing 135% of the volume weighted average price of the QLT Common Shares for the 10 trading days following the record date set for the distribution of the Convertible Notes.  No fractional shares will be issuable on conversion.

QLT Share Purchase and Registration Rights Agreement

On June 8, 2015, the Company entered into a Share Purchase and Registration Rights Agreement with the Backstop Purchasers (“Purchase Agreement”), pursuant to which the Backstop Purchasers are obligated to purchase from the Company in a private transaction, within two business days of the consummation of the Distribution, $20 million of QLT Common Shares (the “Issuance”) at a price per share of $1.87 reflecting the pre-transaction enterprise value of QLT, plus the purchase price of InSite Vision, less projected adjustments in cash and debt (including the expected impact prior to the Issuance of the distribution of the Aralez Distributions and Convertible Notes). In the event the Subscription Agreement is terminated prior to the consummation of the transactions contemplated thereby, the price per share shall be subject to modification by agreement of the parties to appropriately reflect any cash retained by the Company that otherwise would have been expended by the Company pursuant to the Subscription Agreement.

Each of the Backstop Purchasers is prohibited from transferring the QLT Common Shares purchased pursuant to the Purchase Agreement for 45 days following the Issuance.  The Purchase Agreement may be terminated under certain circumstances, including if the Issuance has not been consummated by April 30, 2016.

The QLT Common Shares purchased by the Backstop Purchasers pursuant to the Purchase Agreement will not be transferable, except pursuant to: (i) an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or a prospectus under applicable Canadian securities laws, (ii) an available exemption from the Securities Act or an available exemption from prospectus requirements under applicable Canadian securities laws, or (iii) Rule 144 of the Securities Act and after expiration of all “hold periods” in Canada.

Pursuant to the Purchase Agreement, the Company will prepare and file within 60 days from the Issuance (i) with the SEC a registration statement, and (ii) with the securities commissions or similar regulatory authorities in the Canadian Qualifying Provinces (as such term is defined in the Purchase Agreement) a prospectus, in each case with respect to the qualification for resale of the QLT Common Shares purchased pursuant to the Purchase Agreement (“Resale”) and use commercially reasonable efforts to have the registration statement declared effective and the prospectus filed for purposes of the Resale.

Liquidity Opportunities Letter Agreement

On June 8, 2015, the Company entered into a letter agreement (the “Liquidity Opportunities Letter Agreement”) with the Backstop Purchasers, pursuant to which the Backstop Purchasers have agreed, during the period from June 8, 2015 until the six month anniversary thereof, to collectively make available to the shareholders of the Company a minimum of $15 million (in the aggregate) of liquidity opportunities. Broadfin will be responsible for $10 million of the aggregate $15 million, JW Parties will be responsible for $3.75 million of the aggregate $15 million, and EcoR1 will be responsible for $1.25 million of the aggregate $15 million.

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The foregoing summaries of the Merger Agreement, the Secured Note, the Security Agreement, the IP Security Agreement, the Share Subscription Agreement, the Backstop Agreement, the Purchase Agreement, and the Liquidity Opportunities Letter Agreement (collectively, the “Transaction Agreements”), and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of each such Transaction Agreement (as applicable), copies of which are incorporated by reference from InSite Vision’s Current Report on Form 8-K filed with the SEC on June 8, from Pozen’s Current Report on Form 8-K filed with the SEC on June 11, 2015 or attached to this report and are incorporated herein by reference.

The Transaction Agreements and the above descriptions have been included to provide investors and security holders with information regarding the terms of each such Transaction Agreement. They are not intended to provide any other factual information about the Company, InSite Vision, Merger Sub, Tribute, Pozen, the Co-Investors or their respective subsidiaries or affiliates or stockholders. The representations, warranties and covenants contained in the Transaction Agreements were made only for purposes of the Merger Agreement, the Subscription Agreement, the Secured Note, the Security Agreement, the IP Security Agreement, the Subscription Agreement, the Backstop Agreement, the Purchase Agreement, and the Liquidity Opportunities Letter Agreement (as applicable) and as of specific dates; were solely for the benefit of the parties to the applicable Transaction Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, InSite Vision, Merger Sub, Tribute, Pozen, the Co-Investors or any of their respective subsidiaries, affiliates, businesses or stockholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Agreements (as applicable), which subsequent information may or may not be fully reflected in public disclosures by the pertinent parties. Accordingly, investors should read the representations and warranties in each of the Transaction Agreements not in isolation but only in conjunction with the other information about the Company, InSite Vision, Merger Sub, Tribute, Pozen, the Co-Investors and their respective subsidiaries that the respective companies include in reports, statements and other filings they make with the SEC.

Item 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 7, 2015, the board of directors of the Company approved a recommendation of its compensation committee to immediately accelerate vesting of all unvested options and unvested restricted stock units (“RSUs”) granted to its directors, employees and consultants under, and in accordance with the terms of, the Company’s 2000 Incentive Stock Plan (as amended and restated, the “2000 Plan”).  The board of directors approved the vesting of the options and RSUs in light of certain aspects of the transactions described above, including the Convertible Notes issuance and the Distribution.  The resolution accelerates the vesting of 4,861 unvested options and 4,000 RSUs held by Geoffrey Cox, the Company’s Interim Chief Executive Officer and a director, as well as 86,111 unvested options held by Glen Ibbott, the Company’s Interim Chief Financial Officer.  The resolution also accelerates, in the aggregate (including Mr. Cox’s aforementioned options and RSUs), the vesting of 98,611 unvested options and 64,000 unvested RSUs held by the Company’s directors.  The RSUs converted into common shares on a one-for-one basis upon vesting, in accordance with the terms of the 2000 Plan.

Important Information For Investors And Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the transactions referred to in this material, the Company expects to file a registration statement on Form S-4 with the SEC containing a proxy statement of InSite Vision that also constitutes a preliminary prospectus of the Company. After the registration statement is declared effective InSite Vision will mail a definitive proxy statement/prospectus to stockholders of InSite Vision. This material is not a substitute for the proxy statement/prospectus or registration statement or for any other document that the Company or InSite Vision may file with the SEC and send to the Company’s and/or InSite Vision’s stockholders in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS OF QLT AND INSITE VISION ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY

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WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by the Company or InSite Vision through the website maintained by the SEC at http://www.sec.gov and, in the Company’s case, also on the System for Electronic Document Analysis Retrieval (“SEDAR”) website maintained by the Canadian Securities Administrators at www.sedar.com. QLT stockholders may also obtain these documents, free of charge, from the Company’s website at www.qltinc.com under the heading “Investors” and then under the heading “Proxy Circulars” or upon request directly to the Company to the attention of “QLT Investor Relations,” 887 Great Northern Way, Suite 250, Vancouver, British Columbia, Canada, V5T 4T5.  Copies of the documents filed with the SEC by InSite Vision will be available free of charge on InSite Vision’s website at www.InSiteVision.com or by contacting InSite Vision at 510-747-1220.

QLT and InSite Vision and certain of their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of QLT is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015. Information about the directors and executive officers of InSite Vision is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 18, 2015. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication constitute “forward-looking statements” of the Company within the meaning of the Private Securities Litigation Reform Act of 1995 and constitute “forward-looking information” within the meaning of applicable Canadian securities laws.  Forward looking statements include, but are not limited to, statements concerning the Transaction Agreements, the transactions contemplated thereby, and the transactions contemplated in this communication (collectively, the “Proposed Transactions”), including any statements regarding the expected timetable for completing the Proposed Transactions, the effect of the Proposed Transactions on QLT and the QLT stock, the potential benefits and synergies of the InSite Vision acquisition, the future potential of Aralez Pharmaceuticals and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These statements are often, but not always, made through the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “would,” “could,” “potential,” “continue,” “ongoing,” “upside,” “increases,” and “potential” and similar expressions.  All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to consummate the Proposed Transactions; the risk that a condition to closing the Proposed Transactions may not be satisfied; the Company’s ability to achieve the value creation contemplated by the Proposed Transactions; the Company’s ability to promptly, efficiently and effectively integrate InSite Vision’s operations into its own operations; the diversion of management time on the Proposed Transactions and uncertainties relating to the Company’s development plans, timing and results of the clinical development and commercialization of the Company and InSite Vision’s products and technologies. Additional information concerning these and other factors can be found in the Company’s and InSite Vision’s respective filings with the SEC, including the Company’s and InSite Vision’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.  The Company assumes no obligation to update any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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Item 9.01.                              Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 2.3

EXECUTION COPY

This SHARE PURCHASE AGREEMENT, dated June 8, 2015, is by and between QLT Inc., a corporation incorporated under the laws of British Columbia (“Quest”) and Broadfin Healthcare Master Fund, Ltd, JW Partners, LP, JW Opportunities Fund, LLC, EcoR1 Capital Fund Qualified, L.P. and EcoR1 Capital Fund, L.P. (each, a “Backstop Purchaser” and collectively, the “Backstop Purchasers”).

W I T N E S S E T H:

WHEREAS, in connection with merger transactions to be effected by Tribute Pharmaceuticals Canada Inc., a corporation existing under the laws of the Province of Ontario, Canada (“Trafalgar”) and POZEN, Inc., a Delaware corporation (“Perth”), Quest, Trafalgar, Perth, certain investors party thereto and Aguono Limited  (“Aralez”), a private limited company incorporated in Ireland (that will be re-registered as a public limited company and renamed Aralez Pharmaceuticals Ltd.) that will be the ultimate parent company of Trafalgar and Perth following the consummation of such merger transactions, have entered into a share subscription agreement (the “Aralez Subscription Agreement”);

WHEREAS, the Aralez Subscription Agreement provides for, among other things, the purchase of 6,250,000 ordinary shares of Aralez (the “Purchased Shares”) by Quest at $7.20 per share (the “Quest Price”);

WHEREAS, following Quest’s acquisition of the Purchased Shares, Quest intends to make a special election distribution (the “Special Election Distribution”) to each holder (each a “Quest Shareholder”) of common shares of Quest (“Quest Common Shares”) payable, at the election of each such Quest Shareholder, in either cash or ordinary shares of Aralez (“Aralez Shares”), at a rate of (A) a number of Aralez Shares to be established by Quest or (B) an amount in cash equal to the product of the number of shares referred to in the foregoing clause (A) and the Quest Price, in each case, for each Quest Common Share held by such holder;

WHEREAS, Quest will establish a record date for the Special Election Distribution and will distribute to each holder of record as of such date forms enabling such holder to elect to receive, at a specified date in the future (the “Payment Date”), his, her or its pro rata portion of the Special Election Distribution in either Aralez Shares or cash, subject to possible pro-ration in respect Quest Shareholders who elect to receive cash;

WHEREAS, the Quest Shareholders will be given an election period to be determined by Quest (the “Election Period”) to make their election (the “Election”) and any Quest Shareholder who fails to make a timely Election on or before the end of the Election Period will receive his, her or its pro rata share of the Purchased Shares;

WHEREAS, at the end of the Election Period, QLT will determine the number of Aralez Shares to be distributed to Quest Shareholders (the “Distribution Shares”) and the number of Purchased Shares to be sold to the Backstop Purchasers pursuant to the terms of this Agreement, such number of shares to equal the lesser of (i) the difference between the number of Purchased Shares and the number of Distribution Shares, and (ii) 2,083,333 (the “Backstop Shares”); and

WHEREAS, upon the terms and conditions herein set forth, the Backstop Purchasers agree to purchase the Backstop Shares at a price per Backstop Share equal to the Quest Price.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1.                                      Sale and Purchase of Shares.  Subject to the closing of the transactions contemplated by the Aralez Subscription Agreement (the “Aralez Closing”) and the issuance of the Purchased Shares to Quest, at the Investment Closing (as hereinafter defined), Quest will sell to the Backstop Purchasers, and the Backstop Purchasers will purchase from Quest, the Backstop Shares at a price per Backstop Share equal to the Quest Price.  The aggregate price to be paid by the Backstop Purchasers for the Backstop Shares hereinafter is referred to as the “Purchase Price”.  The Backstop Shares shall be allocated among the Backstop Purchasers as set forth in Annex A.

2.                                      Payment of Purchase Price.

(a)                                 At the Investment Closing, the Backstop Purchasers shall pay the Purchase Price to Quest by wire transfer of immediately available funds into an account designated in writing by Quest prior to the Investment Closing Date (as hereinafter defined).

(b)                                 At the Investment Closing, Quest will deliver the Backstop Shares to the Backstop Purchasers in certificate form, together with appropriate instruments of transfer.

3.                                      Investment Closing.  The consummation of the sale and purchase of the Backstop Shares provided for in Section 1 hereof (the “Investment Closing”) shall occur at 10:00 a.m. at the offices of Quest, 887 Great Northern Way, Suite 250, Vancouver, B.C., V5T 4TS Canada, on the third business day following the date on which the Election Period expires.  The date the Investment Closing occurs is referred to as the “Investment Closing Date”.

4.                                      Deliveries.  At the Investment Closing:

(a)                                 the Backstop Purchasers will effect payment to Quest of the Purchase Price by wire transfer of immediately available funds to an account designated by Quest in writing prior to the Investment Closing Date;

(b)                                 the Backstop Purchasers will deliver to Quest an executed cross-receipt certifying that they have received the Backstop Shares as of the Investment Closing Date;

(c)                                  Quest will deliver the Backstop Shares to the Backstop Purchasers as set forth in Section 2(b) hereof, which shares shall be free and clear of any liens, other than restrictions imposed by applicable securities laws; and

(d)                                 Quest will deliver to the Backstop Purchasers an executed cross-receipt certifying that it has received the Purchase Price from the Backstop Purchasers as of the Investment Closing Date.

5.                                      Representations and Warranties of Quest.  In order to induce the Backstop Purchasers to enter into this Agreement, Quest represents and warrants to the Backstop Purchasers as follows:

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(a)                                 (i)                                     Quest is a corporation validly existing and in good standing under the laws of the jurisdiction of its organization.  Quest has the power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

(ii)                                  Quest has the power and authority to enter into, execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by all necessary corporate action on the part of Quest.  This Agreement has been duly and validly executed and delivered by Quest and (assuming the due authorization, execution and delivery by the Backstop Purchaser) constitutes the valid and binding obligation of Quest, enforceable against Quest in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity).

(b)                                 Following the Aralez Closing, Quest will be the record and beneficial owner of the Backstop Shares, free and clear of any liens, other than restrictions imposed by applicable securities laws.  Quest will have the power to sell, transfer, assign and deliver the Backstop Shares as provided in this Agreement, and such delivery will convey to the Backstop Purchaser good and marketable title to the Backstop Shares, free and clear of any liens, other than restrictions imposed by applicable securities laws.

6.                                      Representations and Warranties of each Backstop Purchaser.  In order to induce Quest to enter in this Agreement, each Backstop Purchaser severally for itself and not jointly with any one or more of the other Backstop Purchasers represents and warrants to Quest as follows:

(a)                                 (i)                                     Such Backstop Purchaser is validly existing under the laws of the jurisdiction of its organization.  Such Backstop Purchaser has the power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

(ii)                                  Such Backstop Purchaser has the power and authority to enter into, execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by all necessary action on the part of such Backstop Purchaser.  This Agreement has been duly and validly executed and delivered by such Backstop Purchaser and (assuming the due authorization, execution and delivery by Quest and the other Backstop Purchasers) constitutes the valid and binding obligation of such Backstop Purchaser, enforceable against such Backstop Purchaser in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity).

(b)                                 (i)                                     Such Backstop Purchaser is acquiring the Backstop Shares for its own account and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

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(ii)                                  Such Backstop Purchaser understands that nothing in this Agreement constitutes legal, tax or investment advice.  Such Backstop Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Backstop Shares.  Such Backstop Purchaser acknowledges that it is not relying upon Quest in making its investment or decision to invest in Aralez pursuant to this Agreement.

(iii)                               At the time such Backstop Purchaser was offered the Backstop Shares, it was, and at the date hereof it is, either (A) a “qualified institutional buyer”, as defined in Rule 144A under the Securities Act, or (B) an “accredited investor” as defined in Rule 501(a) of Regulation D, and is an “accredited investor” as such term is defined under the applicable Canadian securities laws.  If such Backstop Purchaser is an individual, it beneficially owns financial assets (as such term is defined in the applicable Canadian securities laws) having an aggregate realizable value that, before taxes but net of any related liabilities (as such term is defined in the applicable Canadian securities laws) exceeds CAD$5 million.  If such Backstop Purchaser is not an individual, it was not created, and is not used, solely to purchase or holder the Backstop Shares.  Such Backstop Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Backstop Shares.

(iv)                              Such Backstop Purchaser understands that (a) no prospectus qualifying the Backstop Shares has been filed under the applicable Canadian securities laws; and (b) the Backstop Shares have not been registered under the Securities Act or under the “blue sky” or similar laws of any jurisdiction.

(v)                                 Such Backstop Purchaser understands that the Backstop Shares will not be transferable except (a) pursuant to the applicable Canadian securities laws if the applicable “hold period” has expired, or the Backstop Shares are qualified pursuant to a prospectus, or an exemption from the prospectus requirements is available under the applicable Canadian securities laws, (b) pursuant to an effective registration statement under the Securities Act, (c) pursuant to an available exemption from, or in a transaction not subject to, the Securities Act as evidenced by receipt by Aralez of a written opinion of counsel for the Backstop Purchaser reasonably satisfactory to Aralez to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws, or (d) pursuant to Rule 144 under the Securities Act (“Rule 144”).  Applicable U.S. restrictive legends shall be placed on any certificate representing the Backstop Shares to be delivered to such Backstop Purchaser at the Investment Closing, substantially as follows:

“NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT AS EVIDENCED BY THE

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CORPORATION BEING FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT, OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.”

If (i) the Investment Closing occurs less than four months plus one day after the Aralez Closing, and (ii) at the time of the Aralez Closing, Aralez is a reporting issuer in any province or territory of Canada, then the Backstop Shares will also carry the following Canadian restrictive legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE   , 2015 [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE ARALEZ CLOSING].”

If (i) the Investment Closing occurs less than four months plus one day after the Aralez Closing, and (ii) at the time of the Aralez Closing, Aralez is not a reporting issuer in any province or territory of Canada, then the Backstop Shares will carry the following Canadian restrictive legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I)    , 2015 [INSERT THE ARALEZ CLOSING DATE], AND (II) THE DATE ARALEZ PHARMACEUTICALS LTD. BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.”

(vi)                              Such Backstop Purchaser acknowledges and agrees that, except as set forth herein, Quest has made no express or implied representations or warranties with respect to the Backstop Shares, Aralez or the transactions contemplated hereby.

(vii)                           Such Backstop Purchaser has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

(viii)                        No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act is applicable to such Backstop Purchaser.

(ix)                              Neither such Backstop Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (A) engaged in any general solicitation, or (B) published any advertisement in connection with the offer, sale or contemplated distribution of the Backstop Shares.

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7.                                      Termination.  This Agreement shall terminate with no further force or effect automatically if the Aralez Subscription Agreement terminates without the transactions contemplated thereby being consummated.

8.                                      Miscellaneous.

(a)                                 Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by Quest and the Backstop Purchaser herein shall survive the execution of this Agreement, the delivery to the Backstop Purchaser of the Backstop Shares and the payment therefor.

(b)                                 Except as otherwise provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such expenses.

(c)                                  This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, electronic delivery or otherwise) to the other parties.  Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

(d)                                 This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(e)                                  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that monetary damages, even if available, would not be an adequate remedy therefor.  It is accordingly agreed that each of the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement.

(f)                                   EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(g)                                  All notices and other communications hereunder shall be in writing and shall be deemed given (a) upon personal delivery to the party to be notified; (b) when received when sent by email or facsimile by the party to be notified, provided, however, that notice given by email or facsimile shall not be effective unless either (i) a duplicate copy of such email or fax notice is

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promptly given by one of the other methods described in this Section 8(g) or (ii) the receiving party delivers a written confirmation of receipt for such notice either by email or fax or any other method described in this Section 8(g); or (c) when delivered by a courier (with confirmation of delivery); in each case to the party to be notified at the following address:

If to Quest, to:

QLT Inc.

887 Great Northern Way, Suite 250
Vancouver, B.C. V5T 4T5

Facsimile:                             (604) 707-7001

Attention:                             Geoffrey Cox, Interim Chief Executive Officer
Dori Assaly, Vice President of Legal Affairs

Email:                                                gfcox@qltinc.com
dassaly@qltinc.com

with copies to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Facsimile:                             212-310-8007

Attention:                             Raymond O. Gietz

Email:                                                raymond.gietz@weil.com

If to a Backstop Purchaser, as follows:

If to Broadfin Healthcare Master Fund Ltd, to:

Broadfin Healthcare Master Fund Ltd

300 Park Avenue, 25th Floor

New York, NY 10005

Facsimile:                               (212) 808-2464

Attention:                               Jason Abrams

Email:  Jason@broadfincapital.com

If to JW Partners, LP and/or

JW Opportunities Fund, LLC, to:

JW GP, LLC

515 Madison Ave, 14B

New York, NY 10022

Facsimile:                               (212) 207-4674

Attention:                               Jason Wild

Email:  jwild@jwfunds.com

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If to EcoR1 Capital Fund Qualified,

L.P. and/or EcoR1 Capital Fund,

L.P., to:

EcoR1 Capital, LLC

409 Illinois Street

San Francisco, CA 94158

Facsimile:                               (415) 952-9412

Attention:                               Oleg Nodelman

Email:  oleg@ecor1cap.com

or to such other address as either party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated or personally delivered.  Either party to this Agreement may notify any other party of any changes to the address or any of the other details specified in this Section 8(g); provided, however, that such notification shall only be effective on the date specified in such notice or five (5) business days after the notice is given, whichever is later.  Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

(h)                                 Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the parties hereto without the prior written consent of the other parties.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.  Any purported assignment not permitted under this Section 8(h) shall be null and void.

(i)                                     Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

(j)                                    This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof, and this Agreement is not intended to grant standing to any person other than the parties hereto.

(k)                                 Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, by the Backstop Purchaser and Quest.  Notwithstanding the foregoing, no failure or delay by any party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

(l)                                     Headings of the Sections of this Agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

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(m)                             Each of the Backstop Purchaser and Quest agrees that (a) their respective representations, warranties, covenants and agreements set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Agreement, and (b) this Agreement is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

[Signature Page to Aralez Backstop Agreement]

[Signature Page to Aralez Backstop Agreement]

[Signature Page to Aralez Backstop Agreement]

[Signature Page to Aralez Backstop Agreement]

ANNEX A

Exhibit 2.4

EXECUTION COPY

SHARE PURCHASE AND REGISTRATION RIGHTS AGREEMENT

This SHARE PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into and effective as of June 8, 2015, between QLT Inc., a corporation existing under the laws of the Province of British Columbia, Canada (the “Company”), and the several investors set forth on Schedule I hereto (each an “Investor” and collectively, the “Investors”).

WHEREAS, the Company and each Investor desire that Investor will purchase from the Company and the Company will issue and sell to each Investor, upon the terms and conditions set forth in this Agreement, the aggregate number of common shares, without par value, of the Company (“Common Shares”), set forth opposite each Investor’s name under the heading “Shares” on Schedule I hereto (in each case, the “Shares”);

WHEREAS, the purchase price paid by an Investor for each Share shall be the price set forth opposite such Investor’s name under the heading “Purchase Price Per Share” on Schedule I hereto; and

WHEREAS, each Investor will have registration rights with respect to the Shares pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                      Sale and Purchase of the Shares; Purchase Price.

1.1                               Sale and Purchase of Shares.  At the Investment Closing, the Company will sell to each Investor, and each Investor will purchase from the Company, upon the terms and subject to the conditions hereinafter set forth, the Shares for the aggregate purchase price set forth opposite each Investor’s name under the heading “Purchase Price” on Schedule I hereto (the “Purchase Price”).  In the event the Aralez Subscription Agreement is terminated prior to the consummation of the transactions contemplated thereby, the Purchase Price shall be subject to modification by agreement of the parties to appropriately reflect any cash retained by the Company that otherwise would have been expended by the Company pursuant to the Aralez Subscription Agreement.

1.2                               Payment of Purchase Price.  At the Investment Closing, each Investor shall pay the Purchase Price to the Company by wire transfer of immediately available funds into an account designated in writing by the Company not less than two Business Days prior to the Investment Closing Date.

1.3                               Delivery of Shares.  At the Investment Closing, the Company will instruct its transfer agent (the “Transfer Agent”) to deliver the respective Shares to each Investor in book-entry or certificate form, registered in the name of the respective Investor.

2.                                      Investment Closing; Closing Deliverables.

2.1                               Investment Closing.  Subject to the satisfaction or waiver of the conditions set forth in Section 6 (other than conditions that by their nature are to be satisfied at the Investment Closing, but subject to the satisfaction or waiver of those conditions at such time), the consummation of the sale and purchase of the Shares provided for in Section 1.1 hereof (the “Investment Closing”) shall take place at the offices of the Company located at 887 Great Northern Way, Suite 250, Vancouver, BC V5T 4T5, Canada (or at such other place as the parties may designate in writing) at 10:00 a.m. (pacific time) on a date to be specified by the parties (the “Investment Closing Date”), which date shall be no later than the second Business Day after the satisfaction or waiver of the conditions set forth in Section 6 (other than those conditions that by their nature are to be satisfied at the Investment Closing, but subject to the satisfaction or waiver of such conditions), unless another time, date or place is agreed to in writing by the parties hereto.

2.2                               Company Deliverables.  At the Investment Closing, subject to the terms and conditions hereof, the Company shall deliver, or cause to be delivered, to each Investor:

(a)                                 the Shares as set forth in Section 1.3 hereof, which Shares shall be free and clear of any liens (other than restrictions on transfer imposed by U.S. federal and state securities laws and Canadian Securities Laws);

(b)                                 a cross-receipt, executed by the Company and delivered to each Investor certifying that it has received the Purchase Price from such Investor as of the Investment Closing Date;

(c)                                  copies of resolutions, certified by an authorized signatory of the Company, as to the authorization by the Company of this Agreement and all of the transactions contemplated hereby; and

(d)                                 a certificate in form and substance reasonably satisfactory to such Investor, dated the Investment Closing Date and signed by an authorized signatory of the Company, stating that the conditions set forth in Sections 6.2(a) and 6.2(b) hereof have been satisfied and/or complied with by the Company.

2.3                               Investor Deliverables.  At the Investment Closing, subject to the terms and conditions hereof, each Investor will deliver, or cause to be delivered, to the Company:

(a)                                 payment to the Company of the Purchase Price by wire transfer of immediately available funds to an account designated by the Company in writing at least two Business Days prior to the Investment Closing Date;

(b)                                 a cross-receipt executed by such Investor and delivered to the Company certifying that it has received the Shares as of the Investment Closing Date; and

(c)                                  a certificate in form and substance reasonably satisfactory to the Company, dated the Investment Closing Date and signed by an authorized signatory of such Investor, stating that the conditions in Sections 6.3(a) and 6.3(b) hereof have been satisfied and/or complied with by such Investor.

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3.                                      Representations, Warranties and Covenants of the Company.  The Company hereby represents and warrants to, and covenants with each Investor, as follows:

3.1                               Corporate Existence; Authority.

(a)                                 The Company is a corporation validly existing and in good standing under the Laws of the jurisdiction of its organization.  The Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

(b)                                 The Company has the corporate power and authority to enter into, execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by the board of directors (the “Board”) of the Company.  No other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the Investors) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity).

3.2                               Valid Issuance.  The Shares to be issued pursuant to this Agreement will be duly authorized and validly issued and, at the Investment Closing, all such Shares will be fully paid, non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and will be free and clear of all liens (other than restrictions on transfer imposed by U.S. federal and state securities laws and Canadian Securities Laws).

3.3                               Conflicts; Consents and Approvals.  Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will:

(a)                                 conflict with, or result in a breach of, any provision of the organizational documents of the Company;

(b)                                 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any liens upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party;

(c)                                  violate any Laws applicable to the Company or any of its Subsidiaries or any of their respective properties or assets; or

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(d)                                 require any action or consent or approval of, or review by, or registration or filing by the Company or any of its Affiliates with, any third party or any Governmental Authority, other than registrations or other actions required under U.S. federal and state securities Laws and the Canadian Securities Laws as are contemplated by this Agreement.

3.4                               SEC Filings.  The Company has timely filed or received the appropriate extension of time within which to file with the U.S. Securities and Exchange Commission (the “Commission”) all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2012 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the “Company SEC Documents”).  The Company SEC Documents, including any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be.  The financial statements of the Company included in the Company SEC Documents at the time filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with GAAP during the periods involved (except as may be indicated in the notes thereto, auditor’s report thereon or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject in the case of unaudited statements to normal, recurring audit adjustments and subject to restatements filed with the Commission prior to the date of this Agreement) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.  No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act other than as part of the Company’s consolidated group or required to file any form, report or other document with the Commission, NASDAQ, the TSX, any other stock exchange or comparable Governmental Authority.

3.5                               Absence of Certain Changes.  Since March 31, 2015 through the date of this Agreement, there have been no Events that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

4.                                      Representations, Warranties and Covenants of Investor.  Each Investor severally for itself, and not jointly with the other Investors, represents and warrants to, and covenants with the Company, as follows:

4.1                               Due Authorization; Organization.  Investor has all requisite power, authority and capacity to execute, deliver and perform its obligations under this Agreement, and has taken all necessary corporate, company, partnership or individual action as the case may be to enter and perform this Agreement.  This Agreement has been duly authorized and validly executed and delivered by Investor and (assuming the due authorization, execution and delivery by the Company) constitutes a legal, valid and binding agreement of Investor enforceable against Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent

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conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to general principles of equity.

4.2                               Conflicts; Consents and Approvals.  Neither the execution and delivery of this Agreement by Investor nor the consummation of the transactions contemplated by this Agreement will:

(a)                                 conflict with, or result in a breach of, any provision of the organizational documents of Investor;

(b)                                 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any liens upon any of the properties or assets of Investor or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Investor or any of its Subsidiaries is a party;

(c)                                  violate any Laws applicable to Investor or any of its Subsidiaries or any of their respective properties or assets; or

(d)                                 require any action or consent or approval of, or review by, or registration or filing by Investor or any of its Affiliates with, any third party or any Governmental Authority, other than registrations or other actions required under U.S. federal and state securities Laws and the Canadian Securities Laws as are contemplated by this Agreement.

4.3                               Private Placement.  Investor represents and warrants to, and covenants with, the Company that Investor is acquiring the Shares as a principal for its own account and not for the benefit of any other person (or is deemed under the Canadian Securities Laws to be acquiring the Shares as a principal) and for investment only and with no present intention of distributing any of the Shares in violation of the applicable securities laws, or any arrangement or understanding with any other persons regarding the distribution of the Shares.  Investor has been advised and understands that (a) no prospectus qualifying the Shares has been filed under Canadian Securities Laws; (b) the Shares have not been registered under the Securities Act or under the “blue sky” or similar laws of any jurisdiction; (c) the Shares may only be resold pursuant to Canadian Securities Laws if the applicable “hold period” has expired, or the Shares are qualified pursuant to a prospectus, or an exemption from the prospectus requirements is available under Canadian Securities Laws; (d) the Shares may only be resold pursuant to the Securities Act if registered pursuant to the provisions of the Securities Act and such other laws, if applicable, or, subject to the terms and conditions of this Agreement, if an exemption from registration is available.  Investor has been advised and understands that the Company, in issuing the Shares, is relying upon, among other things, the representations and warranties of Investor herein in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act and the prospectus requirements under Canadian Securities Laws.

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4.4                               Certain Trading Activities.   Neither Investor nor any of its affiliates has directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Investor, engaged in any purchase or sale of Common Shares (including, without limitation, any Short Sales (as defined below) involving the Company’s securities) since the date that such Investor became aware of the transactions contemplated hereby.  For the purposes of this Section 4.4, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO adopted under the Exchange Act and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales and other transaction through non-US broker-dealers or foreign regulated brokers having the effect of hedging the securities of the Company or the investment contemplated under this Agreement.  Such Investor covenants that neither it, nor any person acting on its behalf or pursuant to any understanding with it, will engage in any transaction in the securities of the Company (including short sales) prior to the filing of a Current Report on Form 8-K, Annual Report on Form 10-K, press release, or other applicable Exchange Act report reporting this transaction.

4.5                               No Advice.  Investor understands that nothing in this Agreement or any other materials presented to Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice.  Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.  Each Investor acknowledges that it is not relying upon any person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company pursuant to this Agreement.  Each Investor agrees that none of the other Investors or their respective controlling persons, officers, directors, partners, agents or employees shall be liable to any other Investor for any action taken or omitted to be taken by any of them in connection with entering into, or complying with its respective obligations under, this Agreement, including without limitation purchasing the Shares.

4.6                               Accredited Investor.  Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and under Canadian Securities Laws and is able to bear the risk of its investment in the Shares.  Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Shares.  If Investor is an individual, it beneficially owns financial assets (as such term is defined in Canadian Securities Laws) having an aggregate realizable value that, before taxes but net of any related liabilities (as such term is defined in Canadian Securities Laws), exceeds CAD$5 million.  If Investor is not an individual, it was not created, and is not used, solely to purchase or hold the Shares.

4.7                               Limited Representations.  Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries which have been requested and materials relating to the offer and sale of the Shares, which have been requested by Investor.  Investor and its advisors, if any, have been afforded the opportunity to ask such questions of the Company as they deem appropriate for purposes of the investment contemplated hereby.  Investor acknowledges and agrees that the most recent disclosure of the Company’s results is for the three month period ended on, and the most recent disclosure of the Company’s financial condition is at, March 31, 2015, as reported on the Company’s quarterly report on Form 10-Q, filed with the Commission on April 30, 2015, and that, except as disclosed in the Commission documents, no information more recent than

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such date has been provided to Investor as to the Company’s results, operations, financial condition, business or prospects.  Investor understands that its purchase of the Shares involves a high degree of risk and that Investor may lose its entire investment in the Shares and that Investor can afford to do so without material adverse consequences to its financial condition.  Investor is not relying on any information provided by the Company and its Subsidiaries, except to the extent provided in Section 3 herein.  The Investor acknowledges and agrees that no person has made any written or oral representations:

(a)                                 that any person will resell or repurchase any of the Shares;

(b)                                 that any person will refund the purchase price of any of the Shares; or

(c)                                  as to the future price or value of any of the Shares.

4.8                               No Recommendation.  Investor understands that no Canadian or U.S. federal, state or provincial agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment in the Shares nor have such authorities passed upon or endorsed the merits thereof.

4.9                               Restrictive Legend.  The Company shall issue the certificates for the Shares to Investor with the legends as described in Section 7 below.  Investor covenants that, in connection with any transfer of any Shares pursuant to the Canadian Prospectus or registration statement contemplated by Section 5 hereof, as applicable, including the prospectuses contained therein, Investor will comply with the applicable prospectus delivery requirements of the Securities Act or the Canadian Securities Laws, as the case may be, provided that copies of a current prospectus relating to such effective registration statement are available to Investor.

4.10                        Residence.  Investor is a resident or organized under the laws of the jurisdiction set forth under the Investor’s name on Schedule I hereto.

4.11                        Beneficial Ownership.  The Investor owns directly or indirectly, or exercises control or direction over, the number of Common Shares set forth opposite the Investor’s name on Schedule I hereto.  Other than such Common Shares, the Investor does not own directly or indirectly, or exercises control or direction over any securities of the Company or have any other right to acquire shares of the Company.

4.12                        No Market.  Investor understands that the Shares are restricted securities and that the Shares must be held indefinitely unless and until the resale of such Shares is registered under the Securities Act or subject to the terms and conditions of this Agreement and the applicable securities laws, an exemption from registration is available.  Investor has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act.  The Investor further understands that, unless and until the Shares are qualified by a Canadian Prospectus, the Shares are subject to a four month “hold period” under Canadian Securities Laws and will bear a restrictive legend to this effect.

4.13                        No Commissions.  Investor has taken no action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments by the Company or Investor relating to this Agreement or the transactions contemplated hereby.

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4.14                        Transactional Exemption.  Investor understands that the Shares are being offered and sold in reliance on an exemption from the prospectus requirements of Canadian Securities Laws and an exemption from the registration requirements of U.S. federal and state securities laws and that: (a) the Investor is restricted from using most of the civil remedies available under the Canadian Securities Laws and that the Company is relieved from certain obligations that would otherwise apply under the Canadian Securities Laws, and (b) the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the applicability of such exemptions and the suitability of Investor to acquire the Shares.

4.15                        Investor Undertaking.  Investor covenants that it will not sell, transfer, assign, hypothecate or pledge in any way any of the Shares unless (a) the resale of the Shares has been registered for resale under the Securities Act and in compliance with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements of an available exemption from registration under the Securities Act and the rules and regulations promulgated thereunder; and (b) the applicable “hold period” under Canadian Securities Laws has expired, or the Shares are qualified pursuant to a prospectus, or an exemption from the prospectus requirements is available under Canadian Securities Laws.  Investor further agrees to indemnify the Company against any loss, cost or expenses, including reasonable expenses, incurred as a result of such legend removal on Investor’s behalf.

5.                                      Registration Rights.

5.1                               Certain Definitions

The terms “register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement.

The terms “qualify,” “qualified” and “qualification” shall refer to the qualification of the Shares effected by preparing and filing a Canadian Prospectus in compliance with Canadian Securities Laws.

“Canadian Commissions” shall mean the securities commissions or similar regulatory authorities in the Canadian Qualifying Provinces.

“Canadian Final Prospectus” shall mean the final prospectus of the Company and any amendments thereto, in respect of the qualification for resale of the Shares by the Investors.

“Canadian Preliminary Prospectus” shall mean the preliminary prospectus of the Company and any amendments thereto, in respect of the qualification for resale of the Shares by the Investors.

“Canadian Prospectus” shall mean, collectively, the Canadian Preliminary Prospectus and the Canadian Final Prospectus.

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“Canadian Prospectus Expenses” shall mean all expenses to be incurred by the Company in connection with the qualification of the Shares for distribution pursuant to a Canadian Prospectus under this Agreement, including, without limitation, all filing fees, printing expenses, fees and disbursements of counsel for the Company, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company).

“Canadian Qualifying Provinces” means British Columbia and each of the other provinces and/or territories in Canada in which an Investor is resident.

“Registrable Securities” shall mean:  (i) the Shares and any Shares issued or issuable to each Investor (A) upon any distribution with respect to, any exchange for or any replacement of such Shares, or (B) upon any conversion, exercise or exchange of any securities issued in connection with any such distribution, exchange or replacement; (ii) securities issued or issuable upon any stock split, stock dividend, recapitalization or similar event with respect to the foregoing; and (iii) any other security issued as a dividend or other distribution with respect to, in exchange for or in replacement of the securities referred to in the preceding clauses, except that any such Shares or other securities shall cease to be Registrable Securities when (D) they have been sold to the public or (E) they may be sold by such Investor without restriction pursuant to Rule 144.

“Registration Expenses” shall mean all expenses to be incurred by the Company in connection with each Investor’s registration rights under this Agreement, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, and blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company).

“Selling Expenses” shall mean all selling commissions and transfer taxes applicable to the sale of Registrable Securities and all fees and disbursements of counsel for Investors.

5.2                               Registration Requirements.  The Company shall use its commercially reasonable efforts to effect the registration and qualification of the resale of the Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and Canadian Securities Laws) as would permit or facilitate the resale of all the Registrable Securities in the manner (including manner of sale) in Canada and in all states reasonably requested by the Investors, provided that in no event shall the Company be required to register the resale of the Shares in an underwritten offering.  Such commercially reasonable efforts by the Company shall include, without limitation, the following:

(a)                                 The Company shall, as expeditiously as possible:

(i)                                     But in any event within 60 days of the Investment Closing, prepare and file (i) a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the event that

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the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act provided that such other form shall be converted into a Form S-3 promptly after Form S-3 becomes available to the Company) covering resales by the Investors as selling stockholders (not underwriters) of the Shares (the “Registration Statement”); and (ii) the Canadian Preliminary Prospectus, and as soon as possible thereafter prepare and cause to be filed with the Canadian Commissions the Canadian Final Prospectus.  The Company shall use its commercially reasonable efforts to cause such Registration Statement and other filings to be declared effective and to obtain receipt for the Canadian Final Prospectus, in each case, as soon as possible following its filing.

(ii)                                  Without limiting the foregoing, the Company will promptly respond to all Commission and Canadian Commissions comments, inquiries and requests, and shall request acceleration of effectiveness of the Registration Statement and clearance of the Canadian Prospectus and the Canadian Final Prospectus at the earliest possible date.  The Company shall provide the Investors reasonable opportunity to review the portions of any such Registration Statement and Canadian Prospectus or amendment or supplement thereto containing disclosure regarding the Investors prior to filing.

(iii)                               Prepare and file with the Commission and Canadian Commissions such amendments and supplements to such Registration Statement, the prospectus used in connection with such Registration Statement and the Canadian Prospectus as may be necessary to comply with the provisions of the Securities Act and Canadian Securities Laws with respect to the disposition of all securities covered by such Registration Statement and such Canadian Prospectus and notify the Investors of the filing and effectiveness of such Registration Statement, Canadian Final Prospectus and any amendments or supplements.

(iv)                              Furnish or otherwise make available to each Investor copies of a current prospectus included in the Registration Statement conforming with the requirements of the Securities Act, copies of the Registration Statement, copies of the Canadian Final Prospectus any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as such Investor may reasonably require in order to facilitate the disposition of Registrable Securities owned by such Investor.

(v)                                 Register and qualify the securities covered by the Registration Statement under the securities or “blue sky” laws of all domestic jurisdictions, to the extent required; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(vi)                              Notify each Investor immediately of the happening of any event (but not the substance or details of any such events) as a result of which the prospectus (including any supplements thereto or thereof) included in such Registration Statement or the Canadian Prospectus as then in effect, includes an

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untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and use its commercially reasonable efforts to promptly update and/or correct such prospectus and Canadian Prospectus.

(vii)                           Notify each Investor immediately of the issuance by the Commission, any state securities commission or agency, or any Canadian Commission of any stop order suspending the effectiveness of the Registration Statement or Canadian Final Prospectus or the threat or initiation of any proceedings for that purpose.  The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.

(viii)                        If required by the NASDAQ Global Select Market (the “Principal Market”) or the principal securities exchange and/or market on which the Common Shares are then listed, qualify the Registrable Securities covered by such Registration Statement for listing on the Principal Market or the principal securities exchange and/or market on which the Common Shares are then listed, including the preparation and filing of any required filings with such principal market or exchange.

(b)                                 The Company may suspend the use of any prospectus used in connection with the Registration Statement or the Canadian Prospectus only in the event, and for such period of time as, (i) such a suspension is required by the rules and regulations of the Commission or the Canadian Commissions or (ii) it is determined in good faith by the Board of the Company that because of valid business reasons (not including the avoidance of the Company’s obligations hereunder), it is in the best interests of the Company to suspend such use, and prior to suspending such use in accordance with this clause (b)(ii) the Company provides the Investors with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension.  The Company will use commercially reasonable efforts to cause such suspension to terminate at the earliest possible date.

(c)                                  The Company shall prepare and file with the Commission and the Canadian Commissions such amendments (including post-effective amendments) and supplements to the Canadian Prospectus, the Registration Statement and the prospectus used in connection with the Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement effective at all times during the Registration Period (as defined below), and, during such period, comply with the provisions of the Securities Act and Canadian Securities Laws with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement.  In the case of amendments and supplements to the Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 5.2(c)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.

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(d)                                 Each Investor agrees by its acquisition of the Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Sections 5.2(a)(vi) or 5.2(a)(vii), and upon notice of any suspension under Section 5.2(b), such Investor will forthwith discontinue disposition of such Registrable Securities under the Canadian Final Prospectus and the Registration Statement until such Investor’s receipt of the copies of the supplemented prospectus and/or amendment to the Registration Statement and the Canadian Prospectus contemplated by this Section 5.2, or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus or the Registration Statement and the Canadian Final Prospectus.  The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

(e)                                  If requested by an Investor, the Company shall (i) as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering, (ii) as soon as practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) as soon as practicable, supplement or make amendments to the Registration Statement and Canadian Final Prospectus if reasonably requested by an Investor holding any Registrable Securities.

5.3                               Expenses.  All Registration Expenses and Canadian Prospectus Expenses in connection with any registration, qualification or compliance with registration pursuant to this Agreement shall be borne by the Company, and all Selling Expenses of an Investor shall be borne by such Investor.

5.4                               Registration on Form S-3.  The Company shall use its commercially reasonable efforts to remain qualified for registration on Form S-3 or any comparable or successor form or forms, or in the event that the Company is ineligible to use such form, such form as the Company is eligible to use under the Securities Act, provided that if such other form is used, the Company shall convert such other form to a Form S-3 promptly after the Company becomes so eligible, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as the Registration Statement covering the Registrable Securities has been declared effective by the Commission.

5.5                               Registration Period.  In the case of the registration and qualification effected by the Company pursuant to this Agreement, the Company shall keep such registration and qualification effective from the date on which the Registration Statement and the Canadian Final Prospectus initially became effective until the earlier of: (i) the date on which all the Investors have completed the sales or distribution described in the Registration Statement and the Canadian Final Prospectus relating to the Registrable Securities registered or qualified for resale thereunder; (ii) until such Registrable Securities may be sold by the Investors without restriction pursuant to Rule 144 (or any successor thereto) (provided that the Company’s transfer agent has accepted an instruction from the Company to such effect); or (iii) one year from the Investment

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Closing Date (the “Registration Period”).  Thereafter, the Company shall be entitled to withdraw such Registration Statement and Canadian Final Prospectus and the Investors shall have no further right to offer or sell any of the Registrable Securities registered or qualified for resale thereon pursuant to the Canadian Prospectus and Registration Statement (or any prospectus relating thereto).

5.6                               Indemnification.

(a)                                 Company Indemnity.  The Company will indemnify and hold harmless each Investor, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of Canadian Securities Laws, the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Investor, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to an Investor to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by an Investor therefore, (ii) the failure of an Investor to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented, or (iii) the failure of an Investor otherwise to comply with this Agreement.  The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

(b)                                 Investor Indemnity.  Each Investor will, severally and not jointly, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, agents and partners, each person who controls the Company within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, each other Investor (if any), and each of their officers, directors and partners, and each person controlling such other Investor(s) against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make a statement therein not misleading in light of the circumstances under which they were made, and will reimburse the Company and such other

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Investor(s) and their directors, officers and partners or control persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Canadian Prospectus, registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Investor and stated to be specifically for use therein, and provided that the maximum amount for which such Investor shall be liable under this indemnity shall not exceed the net proceeds received by such Investor from the sale of the Registrable Securities pursuant to the registration statement in question.  The indemnity agreement contained in this Section 5.6(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the consent of such Investor (which consent shall not be unreasonably withheld).

(c)                                  Procedure.  Each party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice.  No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.  Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

5.7                               Contribution.

(a)                                 If the indemnification provided for in Section 5.6 herein is unavailable to the Indemnified Parties in respect of any losses, claims, damages or liabilities referred to herein (other than by reason of the exceptions provided therein), then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities as between the Company on the one hand and any Investor on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of such Investor in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative fault of the Company on the one hand and of any Investor on the other shall be determined by reference to, among other things, whether the untrue

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or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by such Investor.

(b)                                 In no event shall the obligation of any Indemnifying Party to contribute under this Section 5.7 exceed the amount that such Indemnifying Party would have been obligated to pay by way of indemnification if the indemnification provided for under Sections 5.6(a) or 5.6(b) hereof had been available under the circumstances.

(c)                                  The Company and the Investors agree that it would not be just and equitable if contribution pursuant to this Section 5.7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraphs.  The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraphs shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this section, no Investor shall be required to contribute any amount in excess of the amount by which the net proceeds received by such Investor from the sale of Registrable Securities pursuant to the registration statement in question.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

5.8                               Survival.  The indemnity and contribution agreements contained in Sections 5.6 and 5.7 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Indemnified Party or by or on behalf of the Company, and (iii) the consummation of the sale or successive resales of the Registrable Securities.

5.9                               Information by Investors.  Each Investor shall promptly furnish to the Company such information regarding such Investor and the distribution and/or sale proposed by such Investor as the Company may from time to time reasonably request in writing in connection with any registration, filing qualification or compliance referred to in this Agreement, and the Company may exclude from such registration the Registrable Securities of any Investor who unreasonably fails to furnish such information within a reasonable time after receiving such request.  The intended method or methods of disposition and/or sale of such securities as so provided by such purchaser shall be included without alteration in the Canadian Prospectus and Registration Statement covering the Registrable Securities and shall not be changed without written consent of such Investor.  Each Investor agrees that, other than ordinary course brokerage arrangements, in the event it enters into any arrangement with a broker dealer for the sale of any Registrable Securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, such Investor shall promptly deliver to the Company in writing all applicable information required in order for the Company to be able to timely file a supplement to the Prospectus pursuant to Rule 424(b), or take any other action, under the Securities Act and Canadian Securities Laws, to the extent that such supplement or other action is legally required.  Such information shall include a description of (i) the name of such Investor and of the participating broker dealer(s), (ii) the number of Registrable Securities involved, (iii) the price at which such Registrable Securities were or are to be sold, and (iv) the

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commissions paid or to be paid or discounts or concessions allowed or to be allowed to such broker dealer(s), where applicable.

6.                                      Conditions to Investment Closing.

6.1                               Mutual Conditions.  The respective obligations of each Investor and the Company to consummate the purchase and issuance and sale of the Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(a)                                 no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;

(b)                                 there shall not be pending any suit, action or proceeding by any Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;

(c)                                  No outstanding judgment, injunction, order or decree of a competent Governmental Authority shall have been entered and shall continue to be in effect, and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal the consummation of the transactions contemplated by this Agreement;

(d)                                 The closing of Isotope Merger shall have occurred or the Isotope Merger Agreement shall have been terminated in accordance with its terms; and

(e)                                  The Aralez Distribution shall have occurred or the Aralez Subscription Agreement shall have been terminated prior to the consummation of the transactions contemplated thereby.

6.2                               Investor’s Conditions.  The obligations of each Investor to consummate the purchase of the Shares shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following additional conditions (any or all of which may be waived by an Investor on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(a)                                 the representations and warranties of the Company set forth in Section 3 qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Investment Closing as though made at and as of the Investment Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date);

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(b)                                 the Company shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by it on or prior to the Investment Closing Date;

(c)                                  the Shares shall have been approved for listing on NASDAQ and TSX, subject to official notice of issuance; and

(d)                                 the Company shall have delivered, or caused to be delivered, to each Investor at the Investment Closing, the Company’s closing deliverables described in Section 2.2.

6.3                               Company Conditions.  The obligation of the Company to consummate the sale of the Shares to each Investor shall be subject to the satisfaction on or prior to the Investment Closing Date of each of the following conditions with respect to such Investor (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law):

(a)                                 the representations and warranties of such Investor set forth in this Agreement qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Investment Closing as though made at and as of the Investment Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materially shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date);

(b)                                 such Investor shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by such Investor on or prior to the Investment Closing Date; and

(c)                                  such Investor shall have delivered, or caused to be delivered, to the Company at the Investment Closing such Investor’s closing deliverables described in Section 2.3.

7.                                      Stock Legend.

7.1                               Upon payment therefor as provided in this Agreement, the Company will issue the Shares in the name of each Investor.

As required by the Securities Act, any certificate representing Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE

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COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET.

The Company agrees to issue the Shares without the legends set forth above at such time as the Investor thereof is (i) permitted to transfer such Shares without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at such time the Shares have been registered for resale under the Securities Act, and upon such resale after delivery to the Company of a customary representation that the Investor has complied with the plan of distribution in the applicable prospectus contained in the Registration Statement and that the prospectus delivery requirements have been met, if any.

In addition, as required by Canadian Securities Laws, any certificate representing Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE WHICH IS FOUR MONTHS AND ONE DAY FROM THE INVESTMENT CLOSING DATE.]

The Company agrees to issue the Shares without the legend set forth above at such time as the Investor thereof is (i) permitted to transfer such Shares without restriction due to the expiration of the applicable restrictive period, or (ii) at such time the Shares have been qualified for resale under the Canadian Securities Laws.

8.                                      Lock-up Agreement. Each Investor shall not, directly or indirectly, Transfer any Shares for the period beginning on the Investment Closing Date and ending on the date that is forty-five (45) days from the Investment Closing Date.  Any transfer or attempted transfer of any of the Shares in violation of this Section 8 shall, to the fullest extent permitted by Law, be null and void ab initio, and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transfer on the share register of the Company.

9.                                      Termination.

9.1                               Termination of Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Closing:

(a)                                 by the unanimous written consent of the Company and each Investor;

(b)                                 by the Company or any of the Investors (but only with respect to such terminating Investor’s rights and obligations hereunder) if there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited, or if any judgment, injunction, order or decree of a competent Governmental Authority enjoining the Company or such Investor from consummating the transactions contemplated by this Agreement shall have been entered and such judgment, injunction, order or decree shall have become final and nonappealable; provided that the party seeking to terminate

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shall have used its commercially reasonable efforts to render inapplicable such Law or regulation or remove such judgment, injunction, order or decree; or

(c)                                  by the Company or any of the Investors (but only with respect to such terminating Investor’s rights and obligations hereunder) if the Closing shall not have occurred on or before April 30, 2016 (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to any party whose material breach of any covenant or obligation under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before the End Date.

9.2                               Procedure Upon Termination.  In the event of termination and abandonment by the Company or any Investor pursuant to Section 9.1, written notice thereof specifying the provision of this Agreement pursuant to which such termination is effected, shall forthwith be given to the other parties hereto, and, solely with respect to a termination by the Company and all of the Investors, and this Agreement shall terminate, and the purchase of the Shares hereunder shall be abandoned, without further action by the parties hereto.

9.3                               Effect of Termination.  In the event of the termination of this Agreement pursuant to Section 9.1 by the Company or all of the Investors, this Agreement, except for the provisions of this Section 9.3, and Sections 11 through 24, shall terminate and become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders with respect thereto.  Notwithstanding the foregoing, nothing in this Section 9.3 shall relieve any party to this Agreement of liability for intentional breach of any covenant or agreement set forth in this Agreement.  No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with its terms.

10.                               Survival of Representations, Warranties and Agreements.  Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and Investor herein shall survive the execution of this Agreement and the delivery to Investor of the Shares and the payment therefor for a period of one year from and after the Investment Closing.

11.                               Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given (a) upon personal delivery to the party to be notified; (b) when received when sent by email or facsimile by the party to be notified, provided, however, that notice given by email or facsimile shall not be effective unless either (i) a duplicate copy of such email or fax notice is promptly given by one of the other methods described in this Section 11 or (ii) the receiving party delivers a written confirmation of receipt for such notice either by email or fax or any other method described in this Section 11; or (c) when delivered by a courier (with confirmation of delivery); in each case to the party to be notified at the following address::

(a)                                 if to the Company, to:

QLT Inc.

887 Great Northern Way, Suite 250

Vancouver, B.C. V5T 4T5

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Canada

Facsimile:                                                                 (604) 707-7001

Attention:                                                                 Geoffrey Cox, Interim Chief Executive Officer
Dori Assaly, Vice President, Legal Affairs

Email:                                                                                  gfcox@qltinc.com
dassaly@qltinc.com

with copies to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Facsimile:                 (212) 310-8340

Attention:                 Raymond O. Gietz

Email:                                  raymond.gietz@weil.com

(b)                                 if to Investor, at its address set forth under its name on Schedule I hereto, or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated or personally delivered.  Any party to this Agreement may notify any other party of any changes to the address or any of the other details specified in this Section 11; provided, however, that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later.  Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

12.                               Changes.  This Agreement may not be modified or amended by the Company or any Investor except pursuant to an instrument in writing signed by the Company and such Investor.

13.                               Headings.  The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

14.                               Severability.  In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

15.                               Governing Law.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law.

16.                               Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to such subject matter are expressly cancelled.

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17.                               Finders Fees.  Neither the Company nor Investor nor any affiliate thereof has incurred any obligation which will result in the obligation of the other party to pay any finder’s fee or commission in connection with this transaction.

18.                               Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

19.                               Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and Investor.  Investor shall not assign any rights or obligations under this Agreement other than, solely with respect to any Shares transferred in accordance with this Agreement, including the legends described herein, to any permitted transferee of such Shares, provided, however, that no such assignment shall relieve Investor of its obligations under this Agreement.

20.                               Expenses.  Each of the Company and Investor shall bear its own expenses in connection with the preparation and negotiation of the Agreement.

21.                               Independent Legal and Investment Advice.  Each party acknowledges that Weil, Gotshal & Manges LLP, McCullough O’Connor Irwin LLP and Greenhill & Co., LLC are advisors to the Company and not any other party to this Agreement.  In addition, each party to this Agreement acknowledges having had the opportunity to obtain independent legal advice and independent investment advice in connection with the execution of this Agreement and the transactions contemplated hereby, prior to the execution of this Agreement, and further, each party to this Agreement represents to the other parties that it has either sought independent legal advice and independent investment advice or has waived its right to seek such advice.

22.                               Obligations of the Investors and the Company.  The obligations of the Investors are several and not joint and the breach by any Investor of its obligations hereunder shall not result in any liability being incurred by any one or more of the other Investors as a result of such breach.  The Company acknowledges and agrees that should one or more Investors not be ready, willing and able to purchase its respective Shares hereunder, any of the other Investors may purchase such Shares in lieu of the non-performing Investor.  The parties acknowledge that the failure by any one Investor to purchase its respective Shares hereunder shall not affect or modify the obligations of the Company or the other Investors to consummate the transactions contemplated hereby.

23.                               Pronouns.  All pronouns or any variation thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons, entity or entities may require.

24.                               Definitions.  For purposes of this Agreement, the following terms shall have the meanings specified in this Section 24:

24.1                        “Aralez Distribution” means (i) the distribution of shares of capital stock of Aralez Pharmaceuticals Ltd. to holders of Common Shares pursuant to a special election distribution (allowing the Company’s shareholders to receive such securities or cash, subject to

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possible proration) or (ii) the distribution by the Company to holders of Common Shares on a pro rata basis of cash in an amount equal to the purchase price of such shares of capital stock of Aralez Pharmaceuticals Ltd.

24.2                        “Aralez Subscription Agreement” means that certain Share Subscription Agreement, dated as of the date hereof, by and between the Company, Aguono Limited (which will be re-registered and renamed Aralez Pharmaceuticals Ltd.), Tribute Pharmaceuticals Canada Inc., POZEN Inc. and the other co-investors identified on Schedule I thereto, as the same may be amended, modified or supplemented in accordance with the terms thereof.

24.3                        “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks in Vancouver, British Columbia, Canada or New York, New York are authorized or required by Law to close.

24.4                        “Canadian Securities Laws” means the applicable securities laws, regulations and rules, and the blanket rulings and policies and written interpretations of, and multilateral or national instruments of the securities commissions or regulatory authorities in Canada.

24.5                        “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

24.6                        “Governmental Authority” means any federal, state, provincial, territorial, municipal, local or foreign government, any transnational governmental organization or any court of competent jurisdiction, arbitral tribunal, mediator, administrative agency or commission or other governmental authority or regulatory body, agency, instrumentality or authority, domestic or foreign, or any national securities exchange or national quotation system or any SRO.

24.7                        “Isotope Merger” means the merger contemplated by the Isotope Merger Agreement.

24.8                        “Isotope Merger Agreement” means that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Purchaser, Merger Sub, and Insite Vision Incorporated, a Delaware corporation.

24.9                        “Law” means laws, statutes, ordinances, rules, regulations, legally binding policies or guidelines promulgated, or judgments, decrees, decisions or orders entered by any Governmental Authority.

24.10                 A “Material Adverse Effect” shall be deemed to occur if any event, change or effect (an “Event” ), individually or in the aggregate with other such Events, has occurred that has a material adverse effect on the financial condition, business or results of operations of the Company and its Subsidiaries, taken as a whole or prevent the ability of the Company to consummate the transactions contemplated by this Agreement; provided, however, that a Material Adverse Effect shall not include any Event directly or indirectly arising out of or attributable to:  (A) any decrease in the market price of the Common Shares (but any Event underlying such decrease may be taken into account in determining whether there has been a

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Material Adverse Effect unless excluded by another clause of this definition); (B) changes in GAAP, applicable Law or accounting standards, or in any interpretation of GAAP, applicable Law or accounting standards; (C) the failure, in and of itself, of the Company to meet any expected or projected financial or operating performance target publicly announced or provided to the Investors prior to the date of this Agreement, as well as any change, in and of itself, by the Company in any expected or projected financial or operating performance target as compared with any target publicly announced or provided to the Investors prior to the date of this Agreement, but in each case any Event underlying such failure or change may be taken into account in determining whether there has been a Material Adverse Effect unless excluded by another clause of this definition; (D) any changes or developments in United States or global economic, regulatory or political conditions in general (including the outbreak or escalation of hostilities or acts of war or terrorism), or generally affecting United States or global financial or securities markets; or (F) any changes or developments resulting from the announcement of this Agreement, including any loss of employees, customers, suppliers, vendors, licensors, licensees or distributors (provided that the exceptions in subclauses (B) and (D) shall not apply to the extent that the Company and its Subsidiaries are materially disproportionately affected thereby compared to other participants in the industry or industries in which they operate).

24.11                 “Merger Sub” means Isotope Acquisition Corp, a Delaware corporation.

24.12                 “Securities Act” means the Securities Act of 1933, as amended, and the rules promulgated thereunder.

24.13                 “SRO” means (i) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

24.14                 “TSX” means the Toronto Stock Exchange.

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[Signature Page to QLT Share Purchase and Registration Rights Agreement]

[Signature Page to QLT Share Purchase and Registration Rights Agreement]

[Signature Page to QLT Share Purchase and Registration Rights Agreement]

[Signature Page to QLT Share Purchase and Registration Rights Agreement]

SCHEDULE I

SCHEDULE OF INVESTORS

Exhibit 2.5

EXECUTION COPY

QLT Inc.

887 Great Northern Way, Suite 250

Vancouver, B.C., Canada, V5T 4T5

June 8, 2015

Private & Confidential

Broadfin Healthcare Master Fund Ltd

300 Park Avenue, 25th Floor

New York, NY 10005

JW Partners, LP and

JW Opportunities Fund, LLC

c/o JW GP, LLC

515 Madison Ave, 14B

New York, NY 10022

EcoR1 Capital Fund Qualified, L.P. and
EcoR1 Capital Fund, L.P.
c/o EcoR1 Capital, LLC

409 Illinois Street

San Francisco, CA 94158

Gentlemen/Ladies,

On or prior to the six (6) month anniversary of the date hereof, Broadfin Healthcare Master Fund Ltd (“Broadfin”), JW Partners, LP and JW Opportunities Fund, LLC (together, “JW Funds”), and EcoR1 Capital Fund Qualified, L.P. and EcoR1 Capital Fund, L.P. (together, “EcoR1”, and together with Broadfin and JW Funds, the “Investors”) agree to collectively make available to the shareholders of QLT Inc. (“QLT”) a minimum of $15 million (in the aggregate) of liquidity opportunities.  Broadfin will be responsible for $10 million of the aggregate $15 million, JW Funds will be responsible for $3.75 million of the aggregate $15 million, and EcoR1 will be responsible for $1.25 million of the aggregate $15 million.    The manner in which the Investors effect such liquidity opportunities is to be determined by the Investors in their sole discretion.  In effecting such liquidity opportunities, the Investors will comply with all provisions of applicable Law.

For a two (2) year period from and after such liquidity opportunities have been made available to shareholders of QLT, the Investors agree that there shall be no agreements, arrangements or understandings among them with respect to the ownership, acquisition, disposition or voting of any shares of capital stock of QLT Inc.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions or rules.

[Signature Page Follows]

Please confirm your agreement with the foregoing by signing in the space provided below and returning a copy of this letter agreement to the undersigned.

Sincerely,

QLT INC.

[SIGNATURE PAGE TO LIQUIDITY LETTER AGREEMENT]

Accepted and agreed to as of the date first set forth above:

[SIGNATURE PAGE TO LIQUIDITY LETTER AGREEMENT]

Accepted and agreed to as of the date first set forth above:

[SIGNATURE PAGE TO LIQUIDITY LETTER AGREEMENT]

[SIGNATURE PAGE TO LIQUIDITY LETTER AGREEMENT]