NVLN Novelion Therapeutics Inc

QUESTIONS AND ANSWERS ABOUT THE MERGER AND SPECIAL MEETINGS

         The following are brief answers to certain questions that you may have regarding the proposals being considered at the special meeting of QLT shareholders and the special meeting of Aegerion stockholders. QLT and Aegerion urge you to read carefully this entire joint proxy statement/prospectus, including its Annexes, and the other documents to which this joint proxy statement/prospectus refers or incorporates by reference, because this section does not provide all the information that might be important to you as a QLT shareholder or Aegerion stockholder. Also see the section entitled "Where You Can Find Additional Information" beginning on page 218.

Q.

Why have I received this joint proxy statement/prospectus?

A.

QLT and Aegerion entered into the merger agreement providing for the merger of MergerCo with and into Aegerion. Aegerion will be the surviving corporation and, through the merger, will become an indirect wholly-owned subsidiary of QLT. Upon completion of the merger, stockholders of Aegerion will receive QLT common shares in exchange for their shares of common stock of Aegerion, par value $0.001 per share ("Aegerion common stock"). It is anticipated that the name of QLT will be changed to "Novelion Therapeutics Inc." upon completion of the merger. A copy of the merger agreement is included in this joint proxy statement/prospectus as Annex A.

In order to complete the merger, among other things:

•

QLT shareholders must approve the Issuance of Shares Proposal (as defined below).



•

Aegerion stockholders must adopt the merger agreement.

QLT will hold a special meeting of its shareholders and Aegerion will hold a special meeting of its stockholders to obtain these approvals. The joint proxy statement/prospectus contains important information about the merger and the special meetings of QLT and Aegerion. You should read all the available information carefully and its entirety.

Q.

What are the proposals on which I am being asked to vote?

A.

At the special meeting of QLT shareholders, QLT shareholders will vote on proposals to:

•

approve with or without variation, an ordinary resolution authorizing QLT to issue the securities of QLT necessary to complete the transactions contemplated by the merger agreement (the "Issuance of Shares Proposal");

•

elect four additional directors, effective and conditional on completion of the merger (the "Election of Directors Proposal"); and

•

approve with or without variation, an ordinary resolution approving amendments to the QLT 2000 Incentive Stock Plan (the "QLT Stock Option Plan") to change the name of the plan and increase the number of QLT common shares available for issuance thereunder, effective and conditional on completion of the merger (the "Amendment of the QLT Stock Option Plan Proposal").

The securities of QLT to be issued pursuant to the Issuance of Shares Proposal, based on the Aegerion and QLT securities outstanding on September 20, 2016, are:

•

up to a maximum of 30,300,528 QLT common shares to be issued to Aegerion stockholders as merger consideration;



•

options to purchase QLT common shares to be issued in exchange for outstanding and unexercised in-the-money Aegerion stock options, and up to a maximum of 4,369,991 QLT common shares issuable thereunder;

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•

restricted stock units to be issued in exchange for outstanding Aegerion restricted stock units, and up to a maximum of 887,062 QLT common shares issuable in respect thereof;



•

Warrants (as defined below) to purchase QLT common shares, exercisable for nominal consideration in certain circumstances following the merger, to be issued to QLT's existing shareholders, and up to a maximum of 56,508,954 QLT common shares issuable upon exercise of such Warrants;



•

up to 12,363,636 Units (as defined below) to be issued to investors in a private placement to close immediately prior to the merger, each Unit consisting of one QLT common share (or one fully paid-up warrant to acquire one QLT common share), one warrant in respect of the DOJ/SEC Investigations (as defined below) (the "DOJ/SEC Matter Warrant") and one warrant in respect of the Class Action Lawsuit (as defined below) (the "Class Action Lawsuit Warrant", together with the DOJ/SEC Matter Warrant, the "Warrants"), and up to a maximum of 13,224,761 QLT common shares issuable upon exercise of such Warrants; and



•

up to a maximum of 8,095,210 QLT common shares reserved for issuance upon conversion of Aegerion's 2.00% Convertible Senior Notes due 2019.

The QLT board of directors recommends that QLT shareholders vote their shares "FOR" approval of each of the above proposals.

At the special meeting of Aegerion stockholders, Aegerion stockholders will vote on proposals to:

•

adopt the merger agreement;



•

approve, on an advisory, non-binding basis, specific compensatory arrangements between Aegerion and its named executive officers related to the merger; and



•

approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Aegerion special meeting to adopt the merger agreement.

The board of directors of Aegerion (the "Aegerion board of directors") recommends that Aegerion stockholders vote their shares "FOR" approval of each of the above proposals.

Q.

What will I receive if the merger is completed?

A.

If the merger is completed, each issued and outstanding share of Aegerion common stock (other than shares owned by Aegerion, QLT or any of their subsidiaries) will automatically be converted into the right to receive 1.0256 QLT common shares (the "equity exchange ratio"), which we refer to as the "merger consideration". The equity exchange ratio may be reduced if, prior to closing of the merger, Aegerion settles (i) the previously disclosed DOJ and SEC investigations into Aegerion's sales activities and disclosure related to its JUXTAPID (lomitapide capsules) product for amounts in excess of negotiated thresholds (as defined below) set forth in Aegerion's previously announced preliminary agreements in principle with the DOJ or SEC (the "DOJ/SEC Investigations") and/or (ii) the pending putative shareholder class action lawsuit (the "Class Action Lawsuit") for an amount that exceeds the amounts, if any, available under Aegerion's director and officer insurance coverage in respect of that matter. The maximum aggregate excess settlement amount to be reflected in the equity exchange ratio adjustment is $25 million. In the event that either or both of the Class Action Lawsuit and the DOJ/SEC Investigations are resolved prior to the closing of the merger for an amount in excess of the negotiated thresholds, the equity exchange ratio will be adjusted downward proportionately with such excess. For example, Aegerion stockholders will receive a fixed equity exchange ratio of 0.9196 QLT common shares for each share of Aegerion common stock that they own in the event such excess equals $5 million and Aegerion stockholders will receive a fixed equity exchange ratio of 0.4955 QLT common shares for each share of Aegerion common stock that they own in the event such excess equals or exceeds

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$25 million, the maximum excess amount. The equity exchange ratio will not be adjusted to reflect stock price changes for either QLT or Aegerion prior to the closing of the merger. QLT shareholders will continue to own their existing QLT common shares after the merger.

If Aegerion does not settle either the DOJ/SEC Investigations or the Class Action Lawsuit prior to closing of the merger, QLT shareholders will receive Warrants, which will become exercisable in certain circumstances for a number of Novelion common shares upon settlement of the DOJ/SEC Investigations and/or the Class Action Lawsuit. For more information about the Warrants, see the section entitled "The Warrant Agreement" beginning on page 126.

Q.

What effect will the proposed merger transaction have on QLT and Aegerion?

A.

Pursuant to the merger agreement, MergerCo will be merged with and into Aegerion, and Aegerion will be the surviving corporation and will become a wholly-owned indirect subsidiary of QLT. Aegerion stockholders will become QLT shareholders. It is anticipated that upon completion of the merger, the name of QLT will be changed to "Novelion Therapeutics Inc.", the common shares of which will trade on the NASDAQ Global Select Market ("NASDAQ") and the Toronto Stock Exchange ("TSX"). Following the merger, Aegerion common stock will be delisted from NASDAQ, and deregistered under the Exchange Act, and Aegerion will no longer file periodic reports with the SEC.

Upon completion of the merger, and after giving effect to the investment of approximately $21.8 million in QLT in connection with the merger by the Investors (as defined below), QLT shareholders immediately prior to the merger will own approximately 68% of the outstanding Novelion common shares, and Aegerion stockholders immediately prior to the merger will own approximately 32% of the outstanding Novelion common shares. In the event that either or both of the Class Action Lawsuit and the DOJ/SEC Investigations are resolved for amounts that, in the aggregate, exceed negotiated thresholds by $25 million (the maximum excess amount) or more, whether as a result of a downward adjustment to the equity exchange ratio or as a result of the exercise of the Warrants, QLT shareholders immediately prior to the merger, after giving effect to the investment by the Investors, will own approximately 81% of the outstanding Novelion common shares, and Aegerion stockholders (including holders of restricted stock units) immediately prior to the merger will own approximately 19% of the outstanding Novelion common shares.

Q.

What is the value of the merger consideration?

A.

Because QLT will issue a fixed number of QLT common shares in exchange for each share of Aegerion common stock, the market value of the merger consideration that Aegerion stockholders will receive will depend on the price per QLT common share at the time the merger is completed. The market value of the merger consideration will not be known at the time of the Aegerion special meeting or the QLT special meeting and may be less or more than the current market price or the market price at the time of the QLT and Aegerion shareholder meetings.

Q.

What are the material U.S. federal income tax consequences of the merger to U.S. holders of Aegerion common stock? Will I be taxed on the QLT common shares that I receive in connection with the merger?

A.

A U.S. holder of Aegerion common stock will recognize gain or loss, if any, on the receipt of QLT common shares in exchange for shares of Aegerion common stock pursuant to the equity exchange ratio in the merger. The amount of gain or loss recognized by holders of Aegerion common stock should equal the difference, if any, between the fair market value of the QLT common shares received in the merger over the U.S. holder's adjusted tax basis in the shares of Aegerion common stock. The deductibility of loss, if any, of a U.S. holder of Aegerion common stock as a result of the merger may be subject to limitation for U.S. federal income tax purposes. A U.S. holder will

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be subject to U.S. federal income tax on any gain recognized without a corresponding receipt of cash. Each Aegerion stockholder should consult its own tax adviser as to the particular tax consequences of the merger, including the effect of U.S. federal, state and local tax laws or foreign tax laws. See "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Income Tax Considerations for U.S. Holders of Common Stock—U.S. Federal Income Tax Consequences of the Merger to Aegerion Stockholders" beginning on page 132.

Q.

What are the material U.S. federal income tax consequences of the merger to U.S. holders of QLT common shares? Will I be taxed on the Warrants that I receive in connection with the merger?

A.

A U.S. holder of QLT common shares will not recognize income, gain or loss in respect of the distribution or exercise of the Warrants, but will recognize gain or loss, if any, in respect of their sale in an amount equal to the proceeds received less the portion, if any, of the basis in a holder's QLT common shares that is allocable to the Warrants. QLT notes, however, that the terms of the Warrants are unusual, and the facts that the distribution will be made in the context of the merger and the exercise price of the Warrants is nominal create some uncertainty. QLT recommends that each of its U.S. holders consult its own tax adviser as to the particular tax consequences of the distribution, ownership and disposition of the Warrants, including the effect of U.S. federal, state and local tax laws or foreign tax laws. See "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Income Tax Considerations for U.S. Holders of Common Stock—Distribution of Warrants to QLT Shareholders" beginning on page 133.

Q.

When do you expect the merger to be completed?

A.

QLT and Aegerion are working to complete the merger and expect the merger to close before the end of 2016. QLT and Aegerion hope to complete the merger as soon as reasonably practicable after the completion of the QLT and Aegerion special meetings and the distribution of the Warrants to QLT shareholders. However, the closing of the merger is subject to various conditions, which must be satisfied or waived before the parties are obligated to complete the merger and it is possible that factors outside the control of both companies could result in the merger being completed at a later time, or not at all. For more information about the conditions to the merger, see question below entitled "—What are the conditions to the merger?" and the sections entitled "The Merger Agreement—Conditions to the Completion of the Merger" beginning on page 119 and "Risk Factors" beginning on page 20.

Q.

What are the conditions to the merger?

A.

Completion of the merger is subject to a number of closing conditions, including, among other things, (i) the required approval of the shareholders of each of QLT and Aegerion, (ii) the effectiveness of a registration statement on Form S-4 of which this joint proxy statement/prospectus is a part and no stop order suspending such effectiveness, (iii) the approval of the listing on NASDAQ and the TSX of the QLT common shares to be issued in connection with the merger, (iv) QLT's entry into a supplemental indenture pursuant to the Indenture, dated August 15, 2014, by and between Aegerion and The Bank of New York Mellon Trust Company, N.A. (the "Aegerion Indenture") in connection with the 2.00% Convertible Senior Notes due 2019 of Aegerion (the "Aegerion Notes"), which provides that, effective at the effective time of the merger, each outstanding Aegerion Note will no longer be convertible into Aegerion common stock and will be convertible solely into Novelion common shares (the "Aegerion Supplemental Indenture"); (v) receipt by QLT of the proceeds of the private placement investment into QLT of at least $17.5 million contemplated in connection with the merger, (vi) no material adverse effect having occurred in respect of QLT or Aegerion, (vii) the accuracy of representations and warranties and the compliance with covenants of the parties, subject to materiality thresholds and (viii) the

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Warrants having been distributed to the QLT shareholders and the investors in the private placement.

Q.

Does the QLT board of directors support the merger? How does the QLT board of directors recommend that I vote?

A.

Yes. The QLT board of directors has determined that the terms of the merger agreement and the transactions contemplated by it are advisable and in the best interests of QLT and its shareholders. The QLT board of directors recommends that the QLT shareholders vote:

•

" FOR " the Issuance of Shares Proposal;

•

" FOR " the Election of Directors Proposal; and

•

" FOR " the Amendment of the QLT Stock Option Plan Proposal.

For more information on the recommendation of the QLT board of directors, see the section entitled "The Merger—Recommendation of the QLT Board of Directors; QLT's Reasons for the Merger" beginning on page 63.

Q.

Why was the merger considered by a special committee of the QLT board of directors?

A.

As is common in Canadian public company transactions, the merger was considered by a special committee of the QLT board of directors in order to ensure that it was considered objectively by directors of QLT who were independent of Aegerion and had no other interest in QLT's strategic process except as described below under the heading "The Merger—Interests of QLT Directors and Executive Officers in the Merger."

Jason Aryeh, the Chairman of the QLT board of directors, recused himself from participating in the QLT board of directors' consideration of the merger in order to avoid any perception that his stockholdings in Aegerion might give rise to a conflict of interest. Mr. Aryeh, who held shares of Aegerion common stock having a value of $190,722 on the date of the merger agreement, also held QLT common shares having a value on the same date of $765,734. Two other members of the QLT board of directors advised the board that, due to certain business affiliations that resulted in a potential conflict of interest, they would not participate in any of the QLT board of directors' deliberations regarding Aegerion. The remaining three directors of QLT, who formed the special committee, analyzed and considered the proposed transaction.

Q.

Do any of QLT's directors or executive officers have interests in the merger that may differ from or be in addition to my interests as a QLT shareholder?

A.

Yes. In considering the recommendation of the QLT board of directors, you should be aware that QLT's directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of QLT shareholders generally.

Mr. Aryeh owns shares of Aegerion common stock representing less than 1% of Aegerion's outstanding shares. Mr. Aryeh also owns QLT common shares representing 1% of QLT's outstanding shares. In addition, along with a broad-based syndicate of investors, Mr. Aryeh has entered into the unit subscription agreement with QLT under which an entity controlled by Mr. Aryeh has agreed to participate in the private placement in QLT to be completed immediately prior to the closing of the merger. Under that agreement, which provides that the investment is subject to the waiver or satisfaction of all conditions to closing the merger, Mr. Aryeh has agreed to invest an additional $2 million in QLT, representing approximately 2.2% of the QLT common shares outstanding on the date hereof.

As described below under the heading "The Merger—Interests of QLT Directors and Executive Officers in the Merger—QLT Equity Incentive Awards" the vesting of Deferred Share Units

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("DSUs") held by directors of QLT will be automatically accelerated at the effective time of the merger in accordance with The Directors' Deferred Share Unit Plan for Non-Employee Directors. When a QLT director ceases to be a member of the QLT board of directors, his or her vested DSUs are automatically converted into cash. It is anticipated that two current directors of QLT will leave the QLT board of directors at the effective time of the merger.

Those directors of QLT who will continue to serve as directors of Novelion following the merger will continue to receive in that capacity cash and equity compensation and the benefit of indemnification and directors' and officer's liability insurance.

Since Mary T. Szela, the current Chief Executive Officer of Aegerion, will become the new Chief Executive Officer of Novelion upon completion of the merger, the employment of Dr. Geoffrey F. Cox, QLT's Interim Chief Executive Officer, will terminate at that time. As a result, Dr. Cox will be entitled to certain severance payments under his employment with QLT. In addition, pursuant to the terms of his employment agreement and equity incentive plan agreements, to the extent not already vested, the vesting of certain QLT stock options previously granted to Dr. Cox will accelerate upon the termination of his employment with QLT.

The QLT board of directors was aware of and considered these interests in evaluating and negotiating the merger agreement and the merger and in recommending that the QLT shareholders vote "FOR" each of the QLT shareholder proposals.

See "The Merger—Interests of QLT Directors and Executive Officers in the Merger—QLT Equity Incentive Awards" for more information regarding the interests of QLT's directors and executive officers in the merger.

Q.

Does the Aegerion board of directors support the merger? How does the Aegerion board of directors recommend that I vote?

A.

Yes. The Aegerion board of directors determined that the terms of the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Aegerion and its stockholders. The Aegerion board of directors recommends that you vote:

•

" FOR " the proposal to adopt the merger agreement;

•

" FOR " the proposal to approve, on an advisory, non-binding basis, specific compensatory arrangements between Aegerion and its named executive officers related to the merger; and

•

" FOR " the proposal to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Aegerion special meeting to adopt the merger agreement.

For more information on the recommendation of the Aegerion board of directors, see the section entitled "The Merger—Recommendation of the Aegerion Board of Directors; Aegerion's Reasons for the Merger" beginning on page 74.

Q.

Do any of Aegerion's directors or executive officers have interests in the merger that may differ from or be in addition to my interests as an Aegerion stockholder?

A.

Yes. In considering the recommendation of the Aegerion board of directors with respect to the merger, you should be aware that Aegerion's directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Aegerion stockholders generally. These interests include the employment of Ms. Szela, Chief Executive Officer of Aegerion as the Chief Executive Officer of Novelion following the merger and the employment of members of Aegerion management by Novelion or the surviving corporation, for which Ms. Szela and these officers will receive cash and equity compensation; the appointment of certain Aegerion directors to the board of directors of Novelion, for which these directors (other than any director

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who is also an officer of Novelion) will receive cash and equity compensation; the payment to Aegerion directors who will not join the board of directors of Novelion following the merger of cash in lieu of their 2016 Aegerion annual director stock option grants; continued indemnification and directors' and officer's liability insurance to be provided by the surviving corporation in favor of current and former directors and officers; certain severance benefits and/or payment of certain amounts to certain executive officers in connection with a qualifying termination of employment following the merger; the accelerated payment of certain bonus amounts in connection with the merger; and potential tax gross-up payments to any director or executive officer of Aegerion who is required to pay an excise tax under Section 4985 of the Internal Revenue Code of 1986, as amended (the "Code") (relating to so-called corporate inversions).

The Aegerion board of directors was aware of and considered these interests in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by Aegerion stockholders. See the section entitled "The Merger—Interests of Aegerion Directors and Executive Officers in the Merger" beginning on page 90 and "Aegerion Proposal No. 2—Advisory Vote on Specific Compensatory Arrangements Relating to the Merger" beginning on page 216.

Q.

When and where will the QLT and Aegerion shareholder meetings be held?

A.

QLT :    The QLT special meeting will be held at Suite 1800 - 510 West Georgia Street, Vancouver, British Columbia V6B 0M3 on Monday, November 7, 2016, at 1:00 p.m. (Pacific Time) / 4:00 p.m. (Eastern Time) (the "QLT special meeting").

Aegerion:     The special meeting of Aegerion stockholders will be held at the offices of Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199 on Monday, November 7, 2016 at 1:00 p.m. (Eastern Time) (the "Aegerion special meeting").

Q.

Who is entitled to attend the QLT and Aegerion shareholder meetings?

A.

QLT :    All QLT shareholders as of September 19, 2016 (the "QLT record date") are invited to attend the QLT special meeting, including shareholders whose shares are held by their brokerage firm or another similar organization, or who otherwise do not hold their common shares in their own name, who are considered "beneficial shareholders." Beneficial shareholders fall into two categories—those who object to their identity being made known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). Beneficial shareholders should note that only proxies deposited by QLT shareholders who appear on the records maintained by QLT's registrar and transfer agent as registered holders of QLT common shares will be recognized for the purposes of attending and voting at the QLT special meeting. If QLT common shares are listed in an account statement provided to a beneficial shareholder by a broker, then those QLT common shares will, in all likelihood, not be registered in the shareholder's name. Such QLT common shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. Without specific instructions, brokers and their agents and nominees are prohibited from voting QLT common shares for the broker's clients. Therefore, each beneficial shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the QLT special meeting.

Although a beneficial shareholder may not be recognized directly at the QLT special meeting for the purposes of voting QLT common shares registered in the name of such shareholders' broker, a beneficial shareholder may attend the QLT special meeting as proxyholder for the registered shareholder and vote the QLT common shares in that capacity. A beneficial shareholder who wishes to attend the QLT special meeting and to vote their QLT common shares as proxyholder for the registered shareholder, should enter their own name in the blank space on the voting

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instruction form and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker. Alternatively, National Instrument 54-101—Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") allows a beneficial shareholder to submit to the applicable intermediary any document in writing that requests that the beneficial shareholder, or a nominee of the beneficial shareholder, be appointed as proxyholder. If such a request is received, the applicable intermediary must arrange, without expense to the beneficial shareholder, to appoint such beneficial shareholder or its nominee as a proxyholder and to deposit that proxy within the time specified in this joint proxy statement/prospectus, provided that the intermediary receives such written instructions from the beneficial shareholder at least one business day prior to the time by which proxies are to be submitted at the QLT special meeting.

Aegerion:     The Aegerion special meeting will be held on Monday, November 7, 2016 at 1:00 p.m. (Eastern Time), at the offices of Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199. When you arrive at the Aegerion special meeting location, signs will direct you to the appropriate meeting room. You should be prepared to present photo identification for admittance. In addition, if you are a stockholder of record of Aegerion common stock, your name will be verified against the list of Aegerion stockholders as of September 19, 2016 (the "Aegerion record date") prior to admittance to the Aegerion special meeting. If you are a beneficial owner of Aegerion common stock, you should provide proof of beneficial ownership on the Aegerion record date, such as your most recent account statement prior to the Aegerion record date, a copy of the voting instruction provided to you by your bank, broker or other nominee, or other similar evidence of ownership of Aegerion common stock as of the Aegerion record date. You are not required to attend the Aegerion special meeting in order to vote your shares of Aegerion common stock.

Q.

Who is entitled to vote at the QLT and Aegerion shareholder meetings, respectively?

A.

QLT :    QLT has fixed September 19, 2016 as the QLT record date. If you were a QLT shareholder as of the close of business on such date, you are entitled to vote on matters that come before the QLT special meeting. All votes made by proxy and delivered by telephone or Internet must be received no later than 11:59 p.m. (Eastern Time) on November 6, 2016 or 48 hours before any adjournment of the QLT special meeting.

Aegerion:     Aegerion has fixed September 19, 2016 as the Aegerion record date. Only holders of record of outstanding shares of Aegerion common stock as of the close of business on the Aegerion record date are entitled to receive notice of, and to vote at, the Aegerion special meeting or any adjournment or postponement of the Aegerion special meeting. All votes made by proxy must be received (whether delivered by mail, telephone or Internet) no later than 11:59 p.m. Eastern Time on November 6, 2016 or 48 hours before any adjournment of the Aegerion special meeting.

Q.

What vote is required to approve each of the proposals at the QLT special meeting?

A.

The required votes by QLT shareholders are as follows:

Issuance of Shares Proposal.     The proposal to approve with or without variation, an ordinary resolution authorizing QLT to issue the securities of QLT necessary to complete the transactions contemplated by the merger agreement requires the affirmative vote, in person or by proxy, of a majority of the votes cast on such proposal at the QLT special meeting.

Election of Directors Proposal.     With respect to the election of directors of QLT, under the Business Corporations Act (British Columbia) (the "BCA"), directors are elected by a plurality of the votes cast at a meeting of QLT shareholders. This means that the applicable number of

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nominees with the most votes for the election will be elected. Six directors were elected at QLT's annual general meeting on June 17, 2016. Concurrent with completion of the merger, two current members of the QLT board of directors will resign and two new directors will be appointed by the board of directors of Novelion to fill these vacancies. At QLT's special meeting, shareholders will be asked to vote on the election of an additional four directors, conditional and effective on the completion of the merger. You may choose to vote, or withhold your vote, separately for each nominee director.

Amendment of QLT Stock Option Plan Proposal.     The proposal to approve the amendment of the QLT Stock Option Plan to increase the number of QLT common shares issuable thereunder, conditional and effective on the completion of the merger, requires the affirmative vote, in person or by proxy, of a majority of the votes cast on such proposal at the QLT special meeting.

Concurrently with the execution and delivery of the merger agreement, the QLT Voting Shareholders (as defined below) entered into the QLT Voting Agreements (as defined below) with Aegerion, pursuant to which, among other things, each QLT Voting Shareholder agreed, subject to limited exceptions, that it will (i) vote its QLT common shares held of record or beneficially owned as of the date of the QLT Voting Agreements and any QLT common shares (and other voting securities of QLT) that become owned (whether of record or beneficially) by the QLT Voting Shareholder after the execution of the QLT Voting Agreements (a) in favor of the issuance of the Warrants and QLT common shares pursuant to the merger agreement and the transactions contemplated by the merger agreement, (b) in favor of an amendment to the QLT Stock Option Plan to increase the number of QLT common shares available for issuance thereunder in accordance with the terms of the merger agreement and (c) against any competing transaction that may be proposed, and (ii) not sell or otherwise transfer or encumber its QLT common shares prior to consummation of the merger.

For more information regarding the QLT Voting Agreements, see the section entitled "The Voting Agreements" beginning on page 125.

Failures to vote, abstentions and broker non-votes, if any, will not count as a vote " AGAINST " (i) the Issuance Share Proposal, (ii) the Election of Directors Proposal, or (iii) the Amendment of QLT Stock Option Plan Proposal.

Q.

What vote is required to approve each of the proposals at the Aegerion special meeting?

A.

The proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the shares of Aegerion common stock outstanding and entitled to vote on the proposal.

The proposal to approve, on an advisory, non-binding basis, specific compensatory arrangements between Aegerion and its named executive officers relating to the merger requires the affirmative vote of a majority of the votes cast on the proposal, although such vote will not be binding on Aegerion or the Aegerion board of directors or any of its committees.

The proposal to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement requires the affirmative vote of a majority of the votes cast on the proposal.

Failures to vote, abstentions and broker non-votes are treated as follows:

•

Failures to vote, abstentions and broker non-votes, if any, will have the same effect as votes "AGAINST" the proposal to adopt the merger agreement; and

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•

Failures to vote, abstentions and broker non-votes, if any, will not count as a vote "AGAINST" the proposals (i) to approve, on an advisory, non-binding basis, specific compensatory arrangements between Aegerion and its named executive officers relating to the merger, and (ii) to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Aegerion special meeting to adopt the merger agreement.

Q.

What constitutes a quorum at the QLT and Aegerion special meetings, respectively?

A.

QLT :     At least two persons present, each being a QLT shareholder entitled to vote at the QLT special meeting or a duly appointed proxyholder or representative for a QLT shareholder so entitled, and together holding or representing QLT common shares having not less than 33 ¹ / 3 % of the outstanding votes entitled to be cast at the QLT special meeting, constitute a quorum for the transaction of business at the QLT special meeting. All QLT common shares represented at the QLT special meeting, including broker non-votes and QLT common shares that are represented but that abstain from voting, will be treated as present and entitled to vote for purposes of determining the presence or absence of a quorum.

Aegerion:     A quorum of shares of Aegerion common stock is necessary for Aegerion to hold a valid stockholders' meeting. A majority of the shares of Aegerion common stock entitled to vote, present in person or represented by proxy, will constitute a quorum at the Aegerion special meeting.

Shares of Aegerion common stock for which an Aegerion stockholder directs an "abstention" from voting will be counted for purposes of establishing a quorum while shares of Aegerion common stock that a broker holds in "street name" and votes only on routine matters ("broker non-votes," which result when brokers have not received voting instructions from their customers on certain non-routine matters, such as the proposals to be voted on at the Aegerion special meeting), will not be counted for purposes of establishing a quorum.

Q.

How are broker non-votes treated?

A.

QLT :    QLT common shares that are represented by "broker non-votes" (i.e., common shares held by a bank, broker or other holder of record holding shares for a beneficial shareholder that are represented at the QLT special meeting but with respect to which the bank, broker or other holder of record is not empowered to vote on a particular proposal) and QLT common shares held by QLT shareholders who abstain from voting (or vote "withhold") on any proposal will have no effect on the legal outcome of the proposal, but are included for quorum purposes.

Aegerion:     In connection with the Aegerion special meeting:

•

Broker non-votes will not be counted for purposes of establishing a quorum;

•

Broker non-votes (i.e., shares of Aegerion common stock held by a bank, broker or other holder of record holding shares for a beneficial shareholder that are represented at the Aegerion special meeting but with respect to which the bank, broker or other holder of record is not empowered to vote on a particular proposal), if any, will have the same effect as votes " AGAINST " the proposal to adopt the merger agreement; and

•

Broker non-votes will not count as a vote " AGAINST " the proposals (i) to approve, on an advisory, non-binding basis, specific compensatory arrangements between Aegerion and its named executive officers relating to the merger, and (ii) to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

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You should therefore provide your bank, broker or other nominee with instructions as to how to vote your QLT common shares or shares of Aegerion common stock.

We urge all QLT shareholders and Aegerion stockholders that hold shares through a bank, broker or other holder of record to follow the voting instructions provided by your broker, bank or other nominee so as to ensure that such parties may vote your QLT common shares or shares of Aegerion common stock on your behalf at the respective special meeting. Please note that you may not vote your QLT common shares or shares of Aegerion common stock held in street name by returning a proxy card directly to QLT or Aegerion or by voting in person at the QLT or Aegerion meeting unless you first obtain a proxy from your broker, bank or other nominee.

Q.

How many votes do I have?

A.

QLT:     On a show of hands every shareholder present in person has one vote, and on a poll every QLT shareholder present in person or by proxy has one vote for each QLT common share registered in such QLT shareholder's name as of the close of business on the QLT record date.

Aegerion:     Holders of Aegerion common stock are entitled to one vote for each share of common stock owned as of the close of business on the Aegerion record date.

Q.

How do I vote?

A.

QLT:     If you are a registered shareholder of QLT (that is, if your QLT common shares are registered in your name, as opposed to being held through a broker or other intermediary), you may vote in any of the following ways:

•

in person at the QLT special meeting;

•

by mail—complete, sign and date the enclosed instrument of proxy and return it as soon as possible to QLT's registrar and transfer agent, Computershare Investor Services Inc. ("Computershare Canada"), Attn: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1;

•

by telephone—call 1-866-732-VOTE (8683) toll free from your touch-tone phone anytime up to 11:59 p.m., Eastern Time, on November 6, 2016 and follow the instructions (you will need the control number located on the enclosed instrument of proxy). You do not need to return your instrument of proxy if you vote by telephone; or

•

using the Internet—go to www.investorvote.com and follow the instructions on the screen to vote anytime up to 11:59 p.m., Eastern Time, on November 6, 2016 (you will need the control number located on the enclosed instrument of proxy). You do not need to return your instrument of proxy if you vote using the Internet.

QLT customarily requires that in order for a proxy to be voted at a special meeting of its shareholders a proxy must be received at least 48 hours prior to such meeting. The Chairman of QLT's board of directors has determined to waive QLT's customary 48 hour waiting period and accept any proxy delivered (in person or by mail as provided in this joint proxy statement/prospectus) in respect of a matter to be voted upon at QLT's special meeting prior to the commencement of the QLT special meeting.

If you are a beneficial shareholder, then you will have received this material from your broker or the intermediary seeking your instructions as to how you wish your QLT common shares to be voted. In that case, follow the instructions given to you by your broker or the other intermediary.

QLT shareholders have the right to appoint another person to attend and act on their behalf at the QLT special meeting other than the persons named in the enclosed instrument of proxy. To

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exercise this right, QLT shareholders should strike out the names of the persons named in the instrument of proxy and insert the name of their nominee in the blank space provided. A person appointed as a proxyholder need not be a QLT shareholder.

Aegerion:     If you are a stockholder of record of Aegerion as of the close of business on the Aegerion record date, you may vote in person by attending the Aegerion special meeting or you may authorize a proxy to vote by:

•

logging onto www.proxyvote.com and following the instructions on your proxy card to vote over the Internet anytime up to 11:59 p.m., Eastern Time, on November 6, 2016 and following the instructions provided on that site;



•

dialing 1-800-690-6903 and listening for further directions to vote by telephone anytime up to 11:59 p.m., Eastern Time, on November 6, 2016, and following the instructions provided in the recorded message; or



•

signing and returning your proxy card in the postage paid envelope provided or returning it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, by 11:59 p.m., Eastern Time, on November 6, 2016.

To ensure that your shares are represented at the Aegerion special meeting, the Aegerion board of directors recommends that you vote your shares by proxy, even if you intend to attend the Aegerion special meeting.

If you hold shares of Aegerion common stock in "street name" through a stock brokerage account or through a bank or other nominee, please follow the voting instructions provided by your bank, broker or other nominee to ensure that your shares are represented at the Aegerion special meeting.

Q.

Can I change my vote or revoke my proxy after I have returned a proxy or voting instruction card?

A.

QLT:    If you hold QLT common shares in "street name":     You may change your vote by submitting another later-dated voting instruction form to your broker, bank or other nominee or by voting again by telephone or by Internet. In order to simply revoke a previous instruction, you must notify your broker, bank or other nominee in writing of your revocation. In order to ensure that the broker, bank or other nominee acts upon your revocation, the written notice should be received by the broker, bank or other nominee well in advance of the applicable special meeting.

If you are a record holder of QLT common shares as of the close of business on the QLT record date:     You can change your vote at any time before the start of the QLT special meeting, unless otherwise noted. In addition to revocation in any other manner permitted by law, you can revoke your proxy by voting in person at the QLT special meeting or by an instrument in writing stating that the proxy is revoked and signed and delivered as follows:

•

the instrument revoking the proxy must be signed by you or by the person to whom you have granted a power of attorney in writing. If the QLT shareholder is a corporation, the instrument of revocation must be signed under that corporate shareholder's corporate seal or by a duly authorized officer or attorney of the corporation; and

•

the instrument revoking the proxy must be (i) delivered to QLT's registered and records office at Suite 2600, 1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X1 , before the commencement of the QLT special meeting or 48 hours before the date of any adjournment of the QLT special meeting at which the proxy is to be voted, or (ii) deposited with the Chairman of the QLT board of directors on the date of the QLT special meeting or any adjournment of it before the taking of any vote in respect of which the proxy is to be used.

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•

If your QLT common shares are held in the name of an intermediary such as a brokerage firm, securities dealer, trust company, bank or other nominee institution, you may change your vote by submitting new voting instructions to your intermediary, as applicable. You will need to contact your brokerage firm, securities dealer, trust company, bank or other nominee institution to learn how to make that change.


Aegerion:     Yes. If you are record holder of shares of Aegerion common stock as of the close of business on the Aegerion record date, you may change your vote or revoke a proxy at any time prior to its exercise at the Aegerion special meeting by:

•

voting again by Internet, telephone or mail at a later time before the closing of these voting facilities at 11:59 p.m., Eastern Time, on November 6, 2016;



•

submitting a duly executed proxy card bearing a later date;



•

giving a written notice of revocation of the proxy's authority to Aegerion's Secretary; or



•

if you are a registered stockholder, attending the Aegerion special meeting and voting in person.

If your shares of Aegerion common stock are held in "street name," you should follow the instructions of your brokerage firm, bank or other nominee regarding the revocation of proxies.

Q.

What is the difference between holding shares as a shareholder of record and as a beneficial shareholder?

A.

If your QLT common shares are registered directly in your name with QLT's transfer agent, Computershare Canada, or if your shares of Aegerion common stock are registered directly in your name with Aegerion's transfer agent, Computershare Limited ("Computershare US"), you are considered the stockholder of record with respect to those QLT common shares or shares of Aegerion common stock, respectively. As the stockholder of record, you have the right to vote, grant your proxy directly to QLT or Aegerion, respectively, or to a third party, or to vote in person at the QLT or Aegerion special meeting.

If your QLT common shares or shares of Aegerion common stock are held by a bank, brokerage firm or other nominee, you are considered the beneficial shareholders of shares held in "street name," and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those QLT common shares or shares of Aegerion common stock. Your bank, brokerage firm or other nominee will send you, as the beneficial shareholder, a package describing the procedure for voting your QLT common shares or shares of Aegerion common stock. You should follow the instructions provided by them to vote your QLT common shares or shares of Aegerion common stock. You may not vote these shares in person at the QLT special meeting or Aegerion special meeting unless you obtain a "legal proxy" from your bank, brokerage firm or other nominee that holds your QLT common shares or shares of Aegerion common stock, giving you the right to vote the shares at the QLT or Aegerion special meeting.

Q.

If my shares are held in "street name" by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee vote my shares for me?

A.

QLT:     Canadian regulatory policy requires brokers and other intermediaries to seek voting instructions from beneficial shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by beneficial shareholders in order to ensure that their QLT common shares are voted at the QLT special meeting. The form of proxy supplied to a beneficial shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy provided directly to registered QLT shareholders by QLT.

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However, its purpose is limited to instructing the registered QLT shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the beneficial shareholder. A beneficial shareholder who receives a voting instruction form from its broker or other intermediary cannot use that form to vote QLT common shares directly at the QLT special meeting. The voting instruction form must be returned to your broker or other intermediary (or instructions respecting the voting of QLT common shares must otherwise be communicated to your broker or other intermediary) well in advance of the QLT special meeting in order to have the QLT common shares voted. If you have any questions respecting the voting of QLT common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

This joint proxy statement/prospectus and the instrument of proxy and voting instruction form, as applicable, are being provided to both registered QLT shareholders and beneficial shareholders. Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials directly to such NOBOs.

QLT has distributed copies of this joint proxy statement/prospectus, instrument of proxy and voting instruction form to intermediaries for distribution to NOBOs. Unless you have waived your right to receive these materials, intermediaries are required to deliver them to you as a NOBO of QLT and to seek your instructions on how to vote your QLT common shares.

QLT's OBOs can expect to be contacted by their brokers or their broker's agents.

Aegerion:     Your bank, brokerage firm or other nominee will not vote your shares of Aegerion common stock unless you instruct them in accordance with the procedures they specify. If your shares of Aegerion common stock are held in the name of a bank, broker or other nominee, you are considered the "beneficial shareholder" of the shares of Aegerion common stock held for you in what is known as "street name." Unless your bank, broker or other nominee has discretionary authority over your shares of Aegerion common stock, you generally have the right to direct your bank, broker, or other nominee as to how to vote your shares of Aegerion common stock. If you do not provide voting instructions, your shares of Aegerion common stock will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority. This is often called a "broker non-vote."

Please follow the voting instructions provided by your broker, bank or other nominee so that it may vote your shares of Aegerion common stock on your behalf. Please note that you may not vote your shares of Aegerion common stock held in street name by returning a proxy card directly to Aegerion or by voting in person at the Aegerion meeting unless you first obtain a proxy from your broker, bank or other nominee.

Q.

What is a proxy?

A.

A proxy is your legal designation of another person to vote your QLT common shares or shares of Aegerion common stock, which person is referred to as a proxyholder. The written document describing the matters to be considered and voted on at the QLT and Aegerion special meetings, respectively, is referred to as this joint proxy statement/prospectus. The document used to designate a proxy to vote your QLT common shares or shares of Aegerion common stock is referred to as a proxy card.

Q.

Who will solicit and pay the cost of soliciting proxies?

A.

QLT:     The QLT board of directors and QLT management are soliciting your proxy for use at the QLT special meeting and any adjournment or postponement thereof. All associated costs of the proxy solicitation will be borne by QLT. In addition to the use of the mail, proxies may be solicited

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by directors, officers and other employees of QLT, without additional remuneration, by personal interview, telephone, facsimile or otherwise. QLT will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial shareholders of shares and will provide customary reimbursement to such firms for the cost of forwarding these materials. QLT has retained Mackenzie Partners, Inc. to assist in its solicitation of proxies and has agreed to pay them a fee estimated to be up to approximately $25,000, plus reasonable expenses, for these services.

Aegerion:     The Aegerion board of directors and Aegerion management are soliciting your proxy for use at the Aegerion special meeting and any adjournment or postponement thereof. All associated costs of the proxy solicitation by Aegerion will be borne by Aegerion. In addition to costs incurred in the solicitation of proxies from record holders of its common stock, Aegerion will reimburse brokerage firms, banks and other nominees for their reasonable expenses incurred in forwarding copies of the proxy solicitation materials to beneficial shareholders for whom they hold shares of Aegerion common stock in "street name."

Aegerion has retained Okapi Partners to assist in its solicitation of proxies and has agreed to pay Okapi Partners a fee not to exceed $13,000, plus reasonable out-of-pocket expenses, for these services.

Q.

If a shareholder gives a proxy, how are the QLT common shares and/or shares of Aegerion common stock voted? What will happen if a QLT or Aegerion shareholder returns a proxy card without indicating how to vote?

A.

If you designate the individuals named on the enclosed proxy card as your proxy, your QLT common shares or shares of Aegerion common stock will be voted as specified by you on your proxy card.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the QLT common shares or shares of Aegerion common stock represented by your properly signed proxy will be voted as the QLT board of directors or Aegerion board of directors, respectively, recommends and, therefore, " FOR " each of the proposals being submitted to a vote of QLT shareholders at the QLT special meeting or " FOR " each of the proposals being submitted to a vote of Aegerion stockholders at the Aegerion special meeting, respectively.

Q.

What if I hold common shares in both QLT and Aegerion?

A.

If you are a holder of both QLT common shares and Aegerion common stock, you will receive two separate packages of proxy materials. A vote cast as a QLT shareholder will not count as a vote cast as an Aegerion stockholder, and a vote cast as an Aegerion stockholder will not count as a vote cast as a QLT shareholder. Therefore, please separately submit a proxy for each of your QLT common shares and Aegerion common stock.

Q.

What do I do if I receive more than one proxy or set of voting instructions?

A.

If you hold QLT common shares and/or shares of Aegerion common stock in "street name" and also directly as a record holder or otherwise, you may receive more than one proxy and/or set of voting instructions relating to the QLT special meeting and/or Aegerion special meeting.

Please vote each proxy or voting instruction card in accordance with the instructions provided in this joint proxy statement/prospectus in order to ensure that all of your QLT common shares and shares of Aegerion common stock are voted at the respective special meetings.

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Q.

What happens if I sell my QLT common shares or shares of Aegerion common stock before the applicable special meeting or if I sell my shares of Aegerion common stock before the effective time of the merger?

A.

QLT :    The record date for the QLT special meeting is earlier than the date of the QLT special meeting and the date that the merger is expected to be completed. If you transfer your QLT common shares after the QLT record date but before the QLT special meeting, you will retain your right to vote at the QLT special meeting.

Aegerion:     The record date for the Aegerion special meeting is earlier than the date of the Aegerion special meeting and the date that the merger is expected to be completed. If you transfer your shares of Aegerion common stock after the Aegerion record date but before the Aegerion special meeting, you will retain your right to vote at the Aegerion special meeting. However, if you transfer your shares of Aegerion common stock at any point before the effective time of the merger, you will have transferred the right to receive the per share merger consideration to the person to whom you transfer your shares of Aegerion common stock. In order to receive the per share merger consideration, you must hold your shares of Aegerion common stock through effective time of the merger.

Q.

What do I need to do now?

A.

You should carefully read and consider the information contained in, and incorporated by reference into, this joint proxy statement/prospectus, including its Annexes. Once you have reviewed this joint proxy statement/prospectus, please authorize a proxyholder to vote your QLT common shares or shares of Aegerion common stock as soon as possible, to ensure your shares are voted.

Q.

Do I need to do anything with my QLT common shares or shares of Aegerion common stock now?

A.

QLT :    If you are a QLT shareholder, you do not need to take any action with respect to your QLT common shares in connection with the merger.

Aegerion:     If you are an Aegerion stockholder, you do not need to take any action with respect to your shares of Aegerion common stock at this time. Each share of Aegerion common stock you hold as of the effective time of the merger will be automatically converted into the right to receive the merger consideration. You will receive instructions regarding the process for exchanging your shares of Aegerion common stock for QLT common shares separately. Please do not send your Aegerion stock certificates with your proxy card.

Q.

Are QLT shareholders or Aegerion stockholders entitled to dissenter or appraisal rights?

A.

Neither QLT shareholders nor Aegerion stockholders are entitled to appraisal or dissenter's rights in connection with the merger or any of the other transactions described in this joint proxy statement/prospectus. See the section entitled "Appraisal and Dissenter's Rights" beginning on page 194.

Q.

Where can I find more information about QLT or Aegerion?

A.

You can find out information about QLT and Aegerion from the sources described in the section entitled "Where You Can Find Additional Information."

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Q.

Who can help answer any other questions I might have?

A.

QLT shareholders or Aegerion stockholders who have questions about the merger, the matters to be voted on at the special meetings or how to submit a proxy or who desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:

QLT Shareholders:		Aegerion Stockholders:
105 Madison Avenue New York, NY 10016 + 1 (212) 929-5500 (Call Collect) + 1 (800) 322-2885 (Toll Free) proxy@mackenziepartners.com		1212 Avenue of the Americas, 24 th  Floor New York, NY 10036 + 1 (212) 297-0720 (Main) + 1 (855) 208-8903 (Toll Free) info@okapipartners.com

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THE MERGER

Effects of the Merger

        At the effective time of the merger, MergerCo will merge with and into Aegerion. Aegerion will survive the merger to become an indirect wholly-owned subsidiary of QLT. It is anticipated that the name of QLT will be changed to "Novelion Therapeutics Inc." upon completion of the merger.

        At the effective time of the merger, each issued and outstanding share of Aegerion common stock will automatically be converted into the right to receive 1.0256 QLT common shares for each share of Aegerion common stock owned. The equity exchange ratio for the transaction is subject to downward adjustment if either the Class Action Lawsuit or the DOJ/SEC Investigations are settled prior to the closing of the merger for amounts in excess of the negotiated threshold for such matter. The maximum aggregate excess settlement amount to be reflected in the equity exchange ratio adjustment is $25 million. In the event that either or both of the Class Action Lawsuit and the DOJ/SEC Investigations are resolved prior to the closing of the merger for an amount in excess of the negotiated thresholds, the equity exchange ratio will be adjusted downward proportionately with such excess. For example, Aegerion stockholders will receive a fixed equity exchange ratio of 0.9196 QLT common shares for each share of Aegerion common stock that they own in the event such excess equals $5 million and Aegerion stockholders will receive a fixed equity exchange ratio of 0.4955 QLT common shares for each share of Aegerion common stock that they own in the event such excess equals or exceeds $25 million, the maximum excess amount. The equity exchange ratio will not be adjusted to reflect stock price changes for either QLT or Aegerion prior to the closing of the merger. QLT shareholders will continue to own their existing QLT common shares after the merger.

        Based on the number of QLT common shares and shares of Aegerion common stock estimated to be outstanding immediately prior to the closing of the merger, we estimate that, upon the closing, and giving effect to the investment of approximately $22 million in QLT in connection with the merger by the Investors, QLT shareholders immediately prior to the merger will own approximately 68% of the outstanding Novelion common shares, and Aegerion stockholders immediately prior to the merger will own approximately 32% of the outstanding Novelion common shares. Without giving effect to the investment by the Investors, which is a condition to the closing of the merger, QLT shareholders immediately prior to the merger will own approximately 63% of the outstanding Novelion common shares, and Aegerion stockholders immediately prior to the merger will own approximately 37% of the outstanding Novelion common shares.

        As of September 20, 2016, there were 52,829,398 QLT common shares outstanding. It is currently estimated that, if the transactions contemplated by the merger agreement, including the private placement pursuant to the unit subscription agreement, are completed, QLT will issue up to a maximum of 30,300,528 additional QLT common shares to holders of Aegerion common stock pursuant to the merger consideration and up to a maximum of 12,363,636 additional QLT common shares to the Investors (including QLT common shares issuable upon exercise of fully paid-up warrants acquired pursuant to the unit subscription agreement), and reserve for issuance up to a maximum of 13,352,263 additional QLT common shares to cover shares underlying the Aegerion Notes and outstanding Aegerion equity awards (including stock options and restricted stock units). The issuance of all of those shares would constitute the issuance of approximately 106% of the number of QLT common shares outstanding at the date hereof. To the extent that the Class Action Lawsuit and/or the DOJ/SEC Investigations are not settled before the closing of the merger, QLT will reserve for issuance up to a maximum of 69,733,715 additional QLT shares in connection with the exercise of the Warrants. The issuance of the maximum number of Warrant shares would constitute the issuance of approximately 72% of the number of QLT common shares expected to be outstanding (including Aegerion restricted stock units and QLT common shares issuable upon exercise of fully-paid warrants acquired pursuant to the unit subscription agreement) immediately following the closing of the pre-merger private placement and the merger. The issuance of all of the foregoing shares, including

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the Warrant shares, would constitute the issuance of approximately 238% of the number of QLT common shares outstanding at the date hereof.

Background of the Merger

        For the past three years, the QLT board of directors and management have engaged in an ongoing review of potential strategic alternatives for the purpose of enhancing shareholder value. During that time, members of QLT management and representatives of QLT advisors engaged in discussions with a large number of potential counterparties and assisted the QLT board of directors in evaluating a number of different potential transactions, including equity investments, reverse merger transactions, acquisitions, out-licenses and private placements by certain investors in QLT. Throughout that process, the QLT board of directors frequently met with members of QLT management and representatives of QLT advisors, received input from such management and representatives and provided direction to QLT management and advisors.

        As a result of those strategic reviews, on two separate occasions, QLT entered into merger agreements, first with Auxilium Pharmaceuticals, Inc. ("Auxilium") and then with InSite. In each case, the merger agreement was terminated by the other party by reason of the receipt of a "superior proposal" and, in connection with those terminations, QLT received a cash termination fee. Following the termination of the InSite merger agreement, the QLT board of directors and management, with the assistance of QLT's advisors, continued to review and consider potential strategic alternatives and engage in discussions with a number of potential counterparties. In the course of such discussions, QLT entered into confidentiality agreements with 12 potential counterparties for the purpose of facilitating discussions and further diligence. These discussions did not result in substantive negotiations of a potential transaction.

        As part of its normal strategic review process, the Aegerion board of directors and Aegerion management periodically have reviewed and evaluated potential strategic alternatives for Aegerion, and discussed with Aegerion's legal and financial advisors potential strategic transactions, valuation matters and the state of the mergers and acquisitions market in the pharmaceutical industry. Aegerion also, from time to time in the past, has engaged in discussions with various parties regarding potential strategic transactions.

        Following Ms. Szela's appointment as Aegerion's Chief Executive Officer on January 7, 2016, the Aegerion board of directors and Aegerion management developed a corporate strategy that includes strengthening Aegerion's pipeline through business development initiatives. As part of implementing this strategy, in January 2016, during the annual J.P. Morgan healthcare conference in San Francisco, California, Ms. Szela and Sandford Smith, Chairman of the Aegerion board of directors and former interim Chief Executive Officer, met with representatives of multiple companies to discuss potential business development opportunities, including Dr. Geoffrey Cox, QLT's Interim Chief Executive Officer, and the Chief Executive Officer of another biopharmaceutical company ("Company A"). During their meeting with Dr. Cox, Ms. Szela and Mr. Smith suggested that representatives of QLT and Aegerion meet in the near-term to discuss their respective companies and a potential strategic transaction.

        On January 13, 2016, Aegerion and QLT entered into a mutual confidentiality agreement that did not contain a standstill provision.

        On January 21, 2016, Ms. Szela and other members of Aegerion management, including Gregory Perry, Aegerion's Chief Financial and Administrative Officer, and Thurein Htoo, Aegerion's Senior Director of Business Development, held a telephone meeting with members of the QLT board of directors and QLT management. At the request of QLT, representatives of Greenhill, QLT's financial advisor, also attended this meeting. During the meeting, QLT made a presentation to Aegerion regarding QLT and its synthetic retinoid, QLT091001, for the treatment of IRD. At the conclusion of the meeting, Aegerion and QLT agreed to continue discussions regarding a potential transaction.

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        On January 28, 2016, members of the QLT board of directors, together with representatives of Greenhill, held a telephone meeting with Ms. Szela, Mr. Smith and Mr. Perry from Aegerion to discuss possible structures for a potential transaction between QLT and Aegerion.

        On January 29, 2016, Dr. Cox met with Mr. Smith to further discuss a potential transaction between QLT and Aegerion.

        On February 4, 2016, members of Aegerion management and QLT management held a telephone meeting with an investigator in QLT's clinical trials of QLT091001 to discuss QLT091001, including the design for QLT's proposed Phase-3 trial, and potentially competitive third-party programs. At the request of QLT, representatives of Greenhill also attended that meeting. Also on February 4, 2016, Mr. Aryeh, Chairman of the QLT board of directors, met with Mr. Smith to discuss a potential transaction between QLT and Aegerion.

        On February 5, 2016, QLT completed its purchase of 7,200,000 common shares of Aralez Pharmaceuticals, Inc. ("Aralez"), which QLT distributed to its shareholders on April 5, 2016.

        On February 6, 2016, Messrs. Perry and Htoo held a telephone meeting, together with representatives of Greenhill, regarding a potential strategic transaction between Aegerion and QLT. On that call, the parties discussed structuring, coordination of financial and commercial due diligence, potential governance arrangements and certain other key terms of a possible transaction.

        On February 10, 2016, at the request of the QLT board of directors, a representative of Greenhill delivered QLT's draft term sheet for a potential strategic transaction to Aegerion. The term sheet outlined proposed terms, including the transaction structure whereby QLT would issue new shares of QLT common stock to investors through a private placement and immediately thereafter an indirect wholly-owned subsidiary of QLT would merge with and into Aegerion with Aegerion surviving the merger as the surviving corporation and an indirect wholly-owned subsidiary of QLT; merger consideration with an aggregate value per share equal to Aegerion's market price per share at signing, comprised of approximately 23% cash and 77% QLT common shares, with such QLT common shares to be valued for purposes of establishing an exchange ratio at a price attributing a $45 million value to QLT's non-cash assets, which would reflect a 40% premium to QLT's then current market price; potential adjustments to the merger consideration if the Class Action Lawsuit and/or the DOJ/SEC Investigations settle for amounts in excess of negotiated thresholds; certain closing conditions; and termination fees that would equal 5% of a party's enterprise value, which translated into a $25 million termination fee payable by Aegerion to QLT under certain circumstances. The term sheet also provided that Ms. Szela would be the Chief Executive Officer of QLT following the merger.

        On February 11, 2016, members of Aegerion management and representatives of Ropes & Gray LLP ("Ropes & Gray"), Aegerion's outside legal counsel, and J.P. Morgan, Aegerion's financial advisor, attended a telephone meeting with members of QLT management and representatives of Greenhill and Weil, Gotshal & Manges LLP ("Weil"), QLT's outside U.S. legal counsel. At the meeting, the parties discussed the proposed transaction structure and financial terms, including the potential for QLT to raise additional capital in a contemporaneous private placement. The parties also discussed the possible tax treatment of the transaction for Aegerion stockholders and the potential for QLT to retain a Canadian tax domicile.

        On February 19, 2016, members of the QLT board of directors, together with representatives of Greenhill, held a telephone meeting with Ms. Szela, Mr. Smith and Mr. Perry from Aegerion to discuss the current status of discussions regarding a potential transaction, anticipated timing for future discussions and negotiations and the coordination of due diligence efforts.

        On February 24, 2016, the Aegerion board of directors held a regularly scheduled in-person meeting attended by representatives of Ropes & Gray. Ms. Szela outlined for the Aegerion board of directors a range of strategic alternatives being evaluated by Aegerion management, including a potential transaction with QLT. Ms. Szela described the strategic rationale for a transaction with QLT, which would create a

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better capitalized rare disease company with two commercial products and one late-stage pipeline program. She also outlined the discussions between the parties to date. Mr. Perry also presented certain financial forecasts, including potential JUXTAPID revenues. A representative of Ropes & Gray described to the Aegerion board of directors its fiduciary duties when considering a potential transaction with QLT. Following extensive discussion among the Aegerion board of directors and Aegerion management about potential strategic alternatives, the Aegerion board of directors unanimously determined to establish a committee of independent directors consisting of Sol Barer (Chair), Jorge Plutzky, David Scheer and Mr. Smith to oversee discussions relating to a potential transaction with QLT, as well as alternative transaction possibilities (the "Transaction Committee").

        Also on February 24, 2016, the QLT board of directors held a telephone meeting with members of QLT management and representatives of Greenhill and Weil in attendance. Greenhill updated the QLT board of directors regarding certain potential strategic opportunities for QLT, including the recent discussions with representatives of Aegerion and noted that representatives of Aegerion had received access to an electronic data room established by QLT and were actively conducting due diligence on QLT's retinoid program. Mr. Aryeh advised the members of the board that he held shares of Aegerion common stock and other Aegerion securities. Following discussion, it was the consensus of the QLT board of directors that if discussions proceeded with Aegerion, negotiations would be led by Dr. Cox with the support of the QLT management team and Mr. Aryeh would participate in these discussions only if requested by Dr. Cox.

        On March 3, 2016, the Transaction Committee held a meeting attended by members of Aegerion management. During the meeting, Mr. Perry and Mr. Htoo provided an overview of key matters related to a potential transaction with QLT, including financing considerations, ongoing diligence by each party, the timing of Aegerion's agreements in principle with the DOJ and the SEC and plans to discuss, under confidentiality agreements, the potential transaction with QLT with significant Aegerion stockholders. Following discussion among the members of the Transaction Committee and Aegerion management regarding the potential transaction, the Transaction Committee authorized Aegerion management to continue to engage in discussions with QLT.

        Later on March 3, 2016, members of Aegerion management held a meeting with members of QLT management to discuss, among other things, Aegerion's financial projections and prospects for Aegerion's commercial products, lomitapide and metreleptin. At the request of QLT, representatives of Greenhill also attended this meeting.

        On March 7, 2016, members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan held a telephone meeting with members of QLT management and representatives of Weil, Bull, Housser & Tupper LLP ("Bull Housser"), QLT's outside Canadian counsel and Greenhill. At the meeting, the parties discussed the DOJ/SEC Investigations and potential timing of agreements in principle with each. The parties also engaged in further discussions regarding the possible structure and terms of a proposed transaction.

        Later on March 7, 2016, members of Aegerion management held a telephone meeting with members of QLT management to discuss QLT's development plan and timeline for potential regulatory approval of QLT091001.

        On March 9, 2016, at the request of the QLT board of directors, a representative of Greenhill delivered QLT's revised draft term sheet for the potential transaction to Aegerion, which reflected further discussions between the parties. The updates to the term sheet included changes to the mix of consideration payable for each outstanding share of Aegerion common stock to include a higher percentage of stock (91%) and less cash (9%) than proposed in QLT's February 10, 2016 draft term sheet and additional detail regarding the intent that the transaction be taxable to Aegerion stockholders. The revised draft term sheet continued to provide for merger consideration with an aggregate value per share equal to Aegerion's market price per share at signing, with an exchange ratio attributing a $45 million value to

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QLT's non-cash assets (which would reflect a 44% premium to QLT's then current market price), and the proposed governance arrangements were unchanged in the revised term sheet.

        On March 11, 2016, the Transaction Committee held a telephone meeting. During the meeting, Ms. Szela provided an update on the proposed possible transaction with QLT, including the anticipated timeline for any such transaction and certain terms under negotiation. The representatives of Ropes & Gray summarized the Aegerion board of directors' fiduciary duties in considering such alternatives. Representatives of Ropes & Gray also provided an update regarding the status of negotiations with the DOJ and the SEC. Mr. Perry presented, and the Transaction Committee discussed, Aegerion's business.

        On March 13, 2016, at QLT's request, representatives of Greenhill spoke with Mr. Htoo regarding the current status of the due diligence and transaction structuring work streams undertaken by Aegerion and QLT in connection with the potential transaction.

        On March 14, 2016, members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan held a telephone meeting with members of QLT management and representatives of Weil, Bull Housser and Greenhill to discuss the term sheet delivered to Aegerion on March 9, 2016, including the potential tax implications of various structures for the proposed transaction and the potential concurrent private placement by QLT.

        On March 16, 2016, members of Aegerion management and representatives of Aegerion's outside intellectual property counsel, Goodwin Procter LLP ("Goodwin"), held a telephone meeting with members of QLT management to discuss QLT's patent portfolio.

        On March 18, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and representatives of J.P. Morgan and Ropes & Gray. At the meeting, Mr. Perry reviewed, and the Transaction Committee discussed, Aegerion's standalone financial projections and described Aegerion's experience with the evolving competitive environment for JUXTAPID and the intellectual property and regulatory exclusivity landscape for lomitapide. Representatives of J.P. Morgan then presented a preliminary valuation analysis of Aegerion that it had circulated to the Transaction Committee prior to the meeting. J.P. Morgan's preliminary valuation analysis indicated an implied fully diluted equity value per share range for Aegerion, on a standalone basis, of $6.04—$10.14. Members of the Transaction Committee, Mr. Perry and the representatives of J.P. Morgan discussed the preliminary valuation analysis, and identified key valuation assumptions, including projected cash flows that were based on Aegerion's then current financial projections, reflecting Aegerion's revenue projections, recent cost reduction initiatives and anticipated settlement terms with respect to the DOJ/SEC Investigations, as provided and approved by Aegerion management, and the discount rate range, that were used to determine J.P. Morgan's preliminary valuation range, and noted that varying these assumptions would impact J.P. Morgan's preliminary valuation analysis. A representative of Ropes & Gray then provided a status update on Aegerion's settlement discussions regarding the DOJ/SEC Investigations, and Mr. Htoo provided an overview of Aegerion's due diligence review of QLT091001.

        On March 20, 2016, members of Aegerion management held a telephone meeting with members of QLT management, together with representatives of QLT's outside U.S. regulatory counsel, Hyman, Phelps & McNamara PC ("Hyman Phelps"), to discuss the regulatory approvals covering lomitapide and metreleptin, and the development plan and timeline for potential future regulatory approvals of lomitapide and metreleptin in jurisdictions outside the U.S.

        On March 21, 2016, members of Aegerion management and representatives of Goodwin held a telephone meeting with members of QLT management, together with representatives of Weil, to discuss the patents covering lomitapide and metreleptin and the potential impact that inter partes review petitions filed with the U.S. Patent Trial Appeal Board could have on lomitapide's patents. Later that day, members of Aegerion management and representatives of Ropes & Gray held a telephone meeting with members of QLT management, together with representatives of Weil and Greenhill, to discuss the current status of Aegerion's settlement discussions related to the DOJ/SEC Investigations, the Class Action Lawsuit and ongoing investigations and inquiries regarding Aegerion's activities in Brazil (the "Brazil Investigations").

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        Also on March 21, 2016, Bull Housser provided the QLT board of directors with a memorandum containing information on their duties and responsibilities in connection with a possible acquisition transaction.

        On March 22, 2016, the QLT board of directors held a telephone meeting with members of QLT management and representatives of Weil, Bull Housser and Greenhill in attendance. Prior to the commencement of discussions relating to Aegerion, two members of the QLT board of directors advised the board that, due to certain business affiliations that resulted in a potential conflict of interest, they would not participate in any of the QLT board of directors' deliberations regarding Aegerion. These two members then left the meeting and did not participate in any further meetings of the QLT board of directors at which a potential transaction with Aegerion was discussed. Representatives of Weil then provided an update to the remaining members of the QLT board of directors regarding the status of Weil's due diligence review of Aegerion and the results of its diligence findings as of such date.

        On March 25, 2016, Ms. Szela was contacted by the Chief Executive Officer of another biopharmaceutical company ("Company B") to discuss a potential strategic transaction with Aegerion. Following Company B's outreach, Ms. Szela and Company B's Chief Executive Officer exchanged e-mail correspondence and agreed to schedule a call.

        Also on March 25, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and representatives of J.P. Morgan, Ropes & Gray and Goodwin. At the meeting, representatives of Ropes & Gray provided an update on Aegerion's negotiations regarding the DOJ/SEC Investigations and representatives of Goodwin provided an overview of intellectual property matters. Members of Aegerion management updated the Transaction Committee on Ms. Szela's correspondence with the Chief Executive Officer of Company B and presented Aegerion's current financial forecast, as well as Aegerion's preliminary financial forecasts for QLT and a pro forma forecast for QLT and Aegerion on a consolidated basis following a potential transaction. Mr. Perry next described different transaction structures under consideration for a potential transaction with QLT and outlined Aegerion's projected cash position under various scenarios and potential capital-raising strategies.

        On March 30, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and a representative of Ropes & Gray. At the meeting, the members of the Transaction Committee discussed a potential opportunity for Aegerion to in-license certain technology and acquire options on future pipeline technologies from Company A. Ms. Szela provided an overview of the technology and described the proposed structure of the transaction and anticipated timelines and costs for developing Company A's product candidates. Members of the Transaction Committee and Aegerion management discussed the potential transaction, expected investor reaction to such a transaction and the potential impact of such a transaction on the proposed possible transaction with QLT. The Transaction Committee also authorized and directed Ms. Szela to contact Company A regarding a potential transaction of the nature discussed at this meeting.

        Also on March 30, 2016, members of Aegerion management and QLT management, together with representatives of Ernst & Young LLP, Aegerion's tax consultant ("EY"), and KPMG LLP, QLT's tax advisor ("KPMG"), held a telephone meeting to discuss certain tax considerations related to the potential transaction. At the request of QLT, representatives of Greenhill also attended this meeting.

        Between March 30, 2016 and May 20, 2016, the Transaction Committee held ten weekly meetings, including the meetings described herein, with members of Aegerion management and representatives of Ropes & Gray and, occasionally, J.P. Morgan, to discuss the statuses of the DOJ/SEC Investigations and of the proposed transaction with QLT, along with other transactional matters.

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        On April 4, 2016, members of Aegerion management and QLT management held a telephone meeting to discuss the projected performance of Aegerion's business, including sales of JUXTAPID and MYALEPT and anticipated spending by Aegerion with respect to each product. The parties also discussed the timing and potential expectations for regulatory approval of QLT091001. At the request of QLT, representatives of Greenhill and Health Advances LLC ("Health Advances"), a consultant to QLT, also attended this meeting.

        Also on April 4, 2016, a representative of Weil called a representative of Ropes & Gray to discuss a draft merger agreement and certain provisions that Weil expected to include in the draft. The representative of Weil also noted that, as indicated in the draft term sheets QLT previously had sent to Aegerion, QLT was proposing that prior to the closing of the potential transaction, it would issue warrants to QLT shareholders exercisable for QLT common shares if the financial settlements regarding the DOJ/SEC Investigations or the Class Action Lawsuit exceed certain thresholds.

        On April 7, 2016, members of Aegerion management, QLT management and the QLT board of directors held a telephone meeting during which Aegerion management described Aegerion's capabilities in furtherance of the development and commercialization of QLT091001, including its clinical, regulatory and market access expertise and global commercial presence. At QLT's request, representatives of Greenhill also attended this meeting. QLT management described a planned study to determine the natural history of visual function in subjects with IRD (the "Natural History Study") in order to assess the extent to which QLT091001 may improve or prolong visual function.

        On April 11, 2016, members of Aegerion management and QLT management held a telephone meeting to discuss the organizational structure of QLT, together with QLT's existing benefits and compensation plans.

        On April 12, 2016, members of Aegerion management and QLT management held telephone meetings covering diligence on Aegerion's financials and ongoing investigations and legal proceedings and an update regarding activities related to QLT091001. At QLT's request, representatives of Greenhill also attended this meeting.

        Also on April 12, 2016, Weil sent to Ropes & Gray an initial draft of the merger agreement. The draft merger agreement provided that, upon the closing of the proposed transaction, each outstanding share of Aegerion common stock would be exchanged for a number of QLT common shares based on a yet to be determined exchange ratio that would be adjusted for certain losses related to the DOJ/SEC Investigations, the Class Action Lawsuit, the Brazil Investigation and potentially other matters, if such losses were determined prior to the closing, and possibly cash; however, the draft merger agreement did not include a proposed value of the merger consideration. The draft merger agreement also provided that if Aegerion did not settle the DOJ/SEC Investigations, the Class Action Lawsuit and the Brazil Investigations prior to closing of the transaction, QLT shareholders would receive warrants exercisable for Novelion common shares. The draft merger agreement contained largely reciprocal representations and warranties, commitments not to solicit alternative transactions, and generally typical terms regarding a fiduciary out for superior transactions and termination, but the draft did not permit a change of recommendation in favor of the merger by either board of directors upon the occurrence of an unforeseen intervening event. Additionally, the draft contemplated that the termination fee, when payable, would be calculated based on 5% of the party's enterprise value. For Aegerion, that translated into approximately $18.9 million.

        On April 14, 2016, Dr. Cox, Dr. Stephen L. Sabba and Mr. John C. Thomas, Jr., each a member of the QLT board of directors, held an in-person meeting attended by members of QLT management and representatives of Weil, Bull Housser and Greenhill. At that meeting, representatives of Bull Housser reminded the directors of their fiduciary duties in connection with the proposed transaction, and QLT management and its advisors updated the QLT board of directors on the status and results of the due diligence review of Aegerion conducted to that point, identifying potential risks and benefits of

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a transaction, as well as potential risk mitigation strategies. Greenhill discussed preliminary financial information relating to Aegerion and the proposed transaction. A representative of Weil then reviewed with the QLT board of directors the proposed terms of the draft merger agreement and received direction from the QLT board of directors with respect to various matters, including the terms of the warrants potentially issuable to QLT shareholders in connection with the transaction.

        Also on April 14, 2016, Ms. Szela held a telephone meeting with a representative of Greenhill to discuss the economic terms of possible settlements under Aegerion's discussions regarding the DOJ/SEC Investigations. In accordance with QLT's instructions, the representative of Greenhill stated that the proposed terms were unacceptable to QLT and that, unless the terms were improved, QLT would not consider a transaction with Aegerion. Ms. Szela agreed to update QLT about Aegerion's further negotiations with the government.

        On April 15, 2016, Ms. Szela called the Chief Executive Officer of Company A to propose that Aegerion in-license certain technology and acquire options on future pipeline technologies from Company A. In connection with the license, Aegerion would pay Company A an upfront fee, development milestone payments and royalties, and Aegerion would control the development, manufacturing and worldwide commercialization of certain licensed products using the technology. Between April 15 and April 29, 2016, Aegerion management and representatives of Company A and its financial advisor held multiple calls to discuss a potential transaction and to conduct diligence.

        On April 19, 2016, Weil presented to Ropes & Gray a term sheet describing the warrant agreement that QLT proposed would govern the warrants issuable to QLT shareholders in the event that Aegerion's final settlements of the DOJ/SEC Investigations, the Class Action Lawsuit and the Brazil Investigations exceed certain thresholds.

        On April 20, 2016, members of Aegerion management and QLT management, together with representatives of Health Advances and Greenhill, held a telephone meeting to further discuss Aegerion's financial performance, including sales of JUXTAPID and MYALEPT.

        On April 26, 2016, the Aegerion board of directors held a telephone meeting attended by members of Aegerion management and representatives of Ropes & Gray. The representatives of Ropes & Gray provided an update on the status of Aegerion's negotiations regarding the DOJ/SEC Investigations, and the members of the Aegerion board of directors and Aegerion management discussed with the representatives of Ropes & Gray the potential paths to resolution. Ms. Szela also outlined the implications of the negotiations for Aegerion's business development initiatives, including the discussions with QLT, and the meeting participants discussed potential next steps.

        On April 27, 2016, the QLT board of directors held a telephone meeting attended by members of QLT management and representatives of Weil and, for portions of such meeting, Greenhill. The QLT board of directors discussed the interest in Aegerion previously disclosed by Mr. Aryeh and the recusal of the two directors with a conflict of interest arising from certain business affiliations of such directors and determined to form a special committee with Dr. Cox, Dr. Sabba and Mr. Thomas as members (the "Special Committee") for the purpose of, among other things, considering, evaluating and negotiating a potential transaction with Aegerion. Greenhill then joined the meeting and discussed preliminary financial matters relating to QLT091001 and QLT on a standalone basis based on QLT management's forecasts for QLT, following which the members of the QLT board of directors not comprising the Special Committee left the meeting and Greenhill updated the Special Committee regarding the status of discussions with Aegerion and certain related matters.

        On April 28, 2016, the Special Committee held a telephone meeting attended by members of QLT management and representatives of Greenhill. During such meeting and at the request of the Special Committee, Greenhill updated the Special Committee regarding preliminary financial matters relating to Aegerion and the proposed transaction.

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        On April 29, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. At the meeting, the representatives of Ropes & Gray updated the Transaction Committee on the status of Aegerion's negotiations with the DOJ and the SEC regarding the SEC/DOJ Investigations, and the meeting participants discussed potential paths forward as well as the impact of the timing of discussions with the government on potential strategic transactions, including the potential transaction with QLT. Mr. Perry discussed Aegerion's first quarter financial results and the implications of the first quarter results for the anticipated full-year financial results. He also updated the Transaction Committee regarding the status of the proposed possible transaction with QLT, including with respect to due diligence and valuation work and the potential timeframe for executing a definitive agreement in respect of a transaction. Mr. Htoo then updated the Transaction Committee regarding the status of discussions with Company A with respect to the potential licensing and option transaction. The Transaction Committee and Aegerion management also discussed other strategic alternatives that could enhance the value of Aegerion and management's expectations regarding capital-raising activities, including a potential private placement in connection with the proposed transaction with QLT.

        On May 2, 2016, Ropes & Gray delivered a revised draft merger agreement to Weil. The revised draft provided for all-stock consideration, but did not propose an exchange ratio or specific value for the merger consideration, and eliminated the adjustment to the exchange ratio relating to the DOJ/SEC Investigations and the Class Action Lawsuit. The revised draft of the merger agreement introduced certain carve outs to the proposed "material adverse effect" definition, which restricted QLT from asserting a material adverse effect based on (i) the DOJ/SEC Investigations, the Class Action Lawsuit or the Brazil Investigations, or (ii) changes to the JUXTAPID label. The revised draft of the merger agreement also provided that in the event of a material unforeseen intervening event, the QLT board of directors or Aegerion board of directors would have the right to change its recommendation in favor of the transaction. The revised draft of the merger agreement also contemplated reducing the size of potential termination fees.

        Between May 2, 2016 and May 4, 2016, members of Aegerion management and QLT management, together with representatives of Greenhill, held multiple telephone meetings to discuss the status of the proposed transaction, the strategy for resolving open points, including the form of consideration, the adjustments to the exchange ratio, the dollar amount and reciprocity of the termination fee and the inclusion of an intervening event concept, and potential next steps.

        Between May 2, 2016 and the execution of the merger agreement on June 14, 2016, Aegerion, QLT and their respective outside counsels completed due diligence, negotiated terms of the proposed transaction and exchanged multiple drafts of the merger agreement as well as other transaction-related documents, including the proposed warrant agreement and voting agreements pursuant to which certain QLT shareholders and Aegerion stockholders would commit to vote in favor of the proposed transaction.

        On May 4, 2016, the Special Committee held a telephone meeting attended by members of QLT management. During such meeting, the Special Committee further discussed certain preliminary financial matters relating to Aegerion and the proposed transaction previously reviewed with Greenhill. Members of QLT management then updated the Special Committee on the status of commercial due diligence efforts with respect to MYALEPT.

        On May 5, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. At the meeting, the representatives of Ropes & Gray updated the Transaction Committee about the status of Aegerion's negotiations regarding the DOJ/SEC Investigations. Mr. Perry further updated the Transaction Committee about Aegerion's first quarter financial results and 2016 financial forecast, including for sales of JUXTAPID in the United States, as well as other recent developments, including regulatory

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filings, and the potential impact of these developments on the 2016 financial forecast. Aegerion management then updated the Transaction Committee on the status of negotiations and diligence with QLT and Company A and related activities, including plans and timing for discussions with key stockholders. A representative of J.P. Morgan then reviewed J.P. Morgan's approach to its preliminary valuation analysis, and the Transaction Committee discussed with Aegerion management, Ropes & Gray and J.P. Morgan certain considerations for evaluating potential strategic transactions and the likelihood of, and potential response to, unsolicited proposals to acquire Aegerion.

        On May 6, 2016 and May 10, 2016, members of Aegerion management and representatives of EY held follow-up telephone meetings with members of QLT management and KPMG, to discuss QLT's tax characteristics, including its tax structure, and tax credits, as well as the possible tax implications of the potential transaction for Aegerion stockholders. At the request of QLT, representatives of Greenhill also attended these meetings.

        On May 6, 2016, the Special Committee held a telephone meeting attended by members of QLT management and representatives of Weil, Bull Housser and Greenhill. At the meeting, Greenhill updated the Special Committee on the status of discussions with Aegerion and the potential outreach to QLT shareholders and other potential investors regarding investing in QLT in connection with the proposed transaction. Representatives of Weil then provided an update to the Special Committee regarding the open points in the latest draft of the merger agreement received from Ropes & Gray, including the form of consideration, the adjustments to the exchange ratio, the dollar amount and reciprocity of the termination fee and the inclusion of an intervening event concept. Representatives of Bull Housser reminded the Special Committee of their fiduciary duties in connection with the proposed transaction. The Special Committee, QLT management and representatives of Weil, Bull Housser and Greenhill then discussed certain areas of focus in QLT's ongoing due diligence review of Aegerion and the Special Committee provided direction to Weil regarding acceptable responses to certain open points in the merger agreement. The Special Committee then discussed the outreach to QLT shareholders regarding investing in QLT in connection with the proposed transaction, which had commenced the day prior, and authorized Greenhill and members of the QLT board of directors to contact such shareholders on a confidential basis regarding their potential interest in investing in QLT in connection with the proposed transaction.

        Between May 5 and May 16, 2016, members of Aegerion management and members of the QLT board of directors contacted certain Aegerion stockholders and QLT shareholders to discuss confidentially a potential transaction and, in QLT's case, to gauge interest in a potential equity offering in connection with the proposed transaction. At the request of QLT management, representatives of Greenhill also attended calls with certain QLT shareholders.

        On May 11, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. During the meeting, members of Aegerion management provided detailed summaries of the potential transaction with QLT and the potential licensing arrangement with Company A, including details regarding each company's lead product candidate and due diligence review. The Transaction Committee asked questions about, and the participants in the meeting discussed, the potential risks of each potential transaction, the potential impact of Aegerion's negotiations regarding the DOJ/SEC Investigations on each potential transaction and the upcoming investor meetings.

        Also on May 11, 2016, Aegerion reached preliminary agreements in principle with the DOJ and the SEC regarding the DOJ/SEC Investigations. Aegerion issued a press release announcing the preliminary agreements in principle on the morning of May 12, 2016.

        On May 13, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. At the meeting, representatives of Ropes & Gray updated the Transaction Committee on the preliminary agreements in

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principle that Aegerion had reached with the DOJ and the SEC regarding the DOJ/SEC Investigations. This update accounted for revisions to Aegerion management's projections of Aegerion's financing needs following the May 11, 2016 preliminary agreements in principle reached with the DOJ and the SEC regarding the DOJ/SEC Investigations and a need for significant and dilutive financings in 2017 and 2018. Following the presentation, members of Aegerion management and a representative of Ropes & Gray then updated the Transaction Committee on the status of the potential transaction with QLT and the negotiations with Company A regarding a licensing arrangement. The representative from Ropes & Gray outlined key terms and open items in the draft merger agreement being negotiated with QLT, including whether the dollar amount of a termination fee would be reciprocal, whether the intervening event concept would be included and if the exchange ratio should be subject to adjustment upon the settlement of certain matters. The Transaction Committee asked questions and provided input on the approach to negotiations going forward. Representatives of J.P. Morgan next provided an overview of J.P. Morgan's preliminary financial analysis of the potential transaction with QLT and members of the Transaction Committee, Aegerion management and representatives of J.P. Morgan discussed the analysis and identified key valuation assumptions, including projected cash flows that were based on Aegerion's financial projections as provided and approved by Aegerion management and the discount rate range, that were used to determine J.P. Morgan's preliminary valuation range, and noted that varying these assumptions would impact J.P. Morgan's preliminary valuation analysis.

        On May 14, 2016, Aegerion provided to QLT management summaries of the draft terms then being considered by Aegerion for the license of certain technology and the right to acquire options on future pipeline technologies from Company A, along with summaries of the diligence reports prepared by Aegerion management and its advisors with respect to that technology. Over the following days, Aegerion and Company A responded to certain follow-up questions from QLT management concerning the proposed license transaction with, and technology of, Company A.

        Between May 16 and May 27, 2016, members of Aegerion management and QLT management and members of the QLT board of directors held meetings with, and made presentations to, several existing Aegerion stockholders and QLT shareholders, each of which had executed confidentiality agreements, regarding the potential transaction between Aegerion and QLT. At the request of QLT management, Greenhill also attended certain meetings with QLT shareholders.

        On May 17, 2016, the Chief Executive Officer of Company B contacted Ms. Szela to discuss a potential strategic transaction with Aegerion. Ms. Szela notified Mr. Smith and Dr. Barer of the outreach, and discussed possible responses with Mr. Smith and Dr. Barer as well as representatives of Ropes & Gray and J.P. Morgan.

        On May 18, 2016, Ms. Szela returned the call from the Chief Executive Officer of Company B.

        During the conversation, they discussed current risks facing both companies, and the Chief Executive Officer of Company B described Company B's view of the benefits of a potential transaction between Aegerion and Company B. Ms. Szela indicated that she would share the details of their discussion and Company B's preliminary indication of interest with the Aegerion board of directors and would respond following an upcoming Aegerion board of directors meeting. Ms. Szela then updated Dr. Barer and Mr. Smith, as well as representatives of Ropes & Gray and J.P. Morgan, about her conversation.

        Also on May 18, 2016, members of Aegerion management and representatives of Ropes & Gray held multiple telephone meetings with representatives of Weil and Greenhill to discuss the status of Aegerion's ongoing investigations and litigation matters, including those related to the Class Action Lawsuit, the Brazil Investigations and Aegerion's litigation history.

        On May 20, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and a representative of Ropes & Gray. At the meeting, Aegerion management

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provided an update on open points under negotiation with QLT, including the potential adjustments to the exchange ratio if the Class Action Lawsuit and/or the DOJ/SEC Investigations settle for amounts in excess of negotiated thresholds, the dollar amount and reciprocity of the termination fee and the inclusion of an intervening event concept, and feedback received from investors during confidential discussions concerning Aegerion's business development opportunities. The members of the Transaction Committee and Aegerion management discussed the potential transaction with QLT, including the economic terms and negotiation strategies. Ms. Szela described her conversation with the Chief Executive Officer of Company B. The members of the Transaction Committee and Aegerion management discussed seeking a more detailed proposal from Company B and the potential benefits and risks of proactively canvassing the market for other possible strategic transaction opportunities to better inform the Aegerion board of directors of its options.

        Also on May 20, 2016, members of Aegerion management and QLT management, along with their outside legal advisors, held telephone meetings to further diligence Aegerion's regulatory compliance and pending litigation.

        On May 21, 2016, the Aegerion board of directors convened a telephone meeting, attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. During the meeting, members of Aegerion management provided detailed summaries of the potential transactions with QLT and Company A, including the respective companies' lead product candidates, the due diligence review conducted by Aegerion management with respect to each transaction and management's assessments of each transaction. They also summarized feedback they had received from investors about the business and potential strategic transactions during the recent outreach. Ms. Szela and Mr. Perry also provided an update on Aegerion's business, including its risks, current liquidity and expense profile and financial forecasts, as well as a summary of various potential financing alternatives. The members of the Aegerion board of directors and Aegerion management discussed the current state of the business and the possible impact of the potential transactions with QLT and Company A. Ms. Szela then summarized her interactions with the Chief Executive Officer of Company B. A representative of Ropes & Gray summarized the Aegerion board of directors' fiduciary duties and options in evaluating its response to Company B, as well as in connection with considering a potential broader market check. The meeting participants discussed the possible benefits, including the introduction of competition, and risks, including potential leaks, diversion of resources and delay, which might result in QLT terminating negotiations, associated with a potential pre-signing market check. The Aegerion board of directors, with input from Aegerion management and J.P. Morgan, also discussed the characteristics of companies that might be interested in acquiring Aegerion, if the Aegerion board of directors were to decide to pursue a sale. Following the discussion, the Aegerion board of directors directed J.P. Morgan to contact four additional companies identified by the Aegerion board of directors as having a strategic focus in the rare disease space and the financial capacity to complete a transaction expeditiously. J.P. Morgan was charged with determining the interest of these parties in a potential transaction with Aegerion in order to better inform the Aegerion board of directors of the alternative strategic options that might be available to Aegerion. Representatives of J.P. Morgan then presented J.P. Morgan's preliminary valuation analysis, based on Aegerion management's forecasts, of the values of Aegerion and QLT and the value that the proposed transaction between QLT and Aegerion would potentially create for Aegerion stockholders. The representatives of J.P. Morgan identified key valuation assumptions and noted how varying certain assumptions would impact the preliminary valuation analysis. The Aegerion board of directors, Aegerion management and J.P. Morgan discussed the assumptions and conclusions in the preliminary valuation analysis. Following a discussion, the Aegerion board of directors instructed and authorized Aegerion management to continue negotiating the merger agreement with QLT and to continue the dialogue with Company B.

        On May 22, 2016, Ms. Szela had a telephone conversation with the Chief Executive Officer of Company B to further discuss details regarding a potential proposal from Company B and request a

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written proposal that outlined Company B's valuation of Aegerion, the due diligence that Company B would need to complete and a proposed timeline to enter into a merger agreement. Following the call, Aegerion provided a draft confidentiality agreement to Company B.

        Also on May 22, 2016, members of Aegerion management and QLT management held a due diligence call regarding QLT091001 and related regulatory matters and members of Aegerion management and QLT management held a separate telephone meeting to discuss new data from the Natural History Study as well as QLT's discussions with the EMA regarding necessary steps in seeking to obtain conditional approval of QLT091001. At the request of QLT, representatives of Greenhill also attended these calls.

        On May 23, 2016, the Chief Executive Officer of Company B and Ms. Szela exchanged e-mails regarding due diligence materials that would be made available for Company B's review in Aegerion's electronic data room and Ms. Szela reiterated Aegerion's request that Company B provide a written proposal detailing the price, governance and other key terms of its proposed transaction, as well as a list of outstanding due diligence items, the timing Company B would require in order to complete the transaction and the level of approval the proposal had received within Company B's organization. The executives spoke by phone later that day. During the call, the Chief Executive Officer of Company B provided details regarding Company B's potential proposal verbally and Ms. Szela again requested a written proposal from Company B.

        Also on May 23, 2016, Aegerion and Company B entered into a confidentiality agreement, which included a standstill provision. The standstill restrictions lapsed upon execution by Aegerion of the merger agreement.

        On May 24, 2016, members of Aegerion management and representatives of Goodwin held telephone calls with representatives of Weil, Health Advances and Greenhill regarding Aegerion's forecasts for MYALEPT, intellectual property related to MYALEPT and other matters.

        Also on May 24, 2016, members of Aegerion management and representatives of Company B held a telephone meeting to discuss further Company B's proposal to acquire Aegerion. Company B noted that its proposal remained subject to due diligence, but that Company B would expect to pay a premium of 50% to 100% over Aegerion's then current stock price and that the form of the consideration would either be all stock or a combination of cash and stock. The members of Aegerion management answered questions about Aegerion and a potential transaction. Ms. Szela indicated that she would update the Aegerion board of directors on the discussion. Following the call, Ms. Szela sent an e-mail to the members of the Aegerion board of directors summarizing the conversation with Company B.

        On May 25, 2016, Ms. Szela contacted the Chief Executive Officer of Company B to again request a written proposal related to a potential transaction. Later on May 25, Company B delivered a written non-binding proposal to acquire Aegerion for a premium of 50% to 100% above Aegerion's then current stock price, subject to Company B's ongoing due diligence, with the consideration to be in the form of Company B stock, but indicating that Company B may be willing to consider including a cash component. Thereafter, Aegerion continued to conduct a due diligence review of Company B based on publicly available information.

        Also on May 25, 2016, at the request of QLT and Aegerion, representatives of Greenhill and J.P. Morgan held a telephone call to discuss the exchange ratio for the merger, which had not been discussed in detail by the parties or their advisors following the delivery of QLT's revised draft term sheet on March 9, 2016. The parties agreed that the merger consideration would be comprised solely of QLT common shares based on the companies' desires to preserve cash for their respective anticipated developmental expenses. During the call, representatives of J.P. Morgan informed the representatives of Greenhill that, following discussions with certain stockholders of Aegerion that had signed

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confidentiality agreements and the Aegerion board of directors, Aegerion management was seeking a premium to Aegerion's then current market price, but did not provide specific guidance regarding the expected premium. The representatives of Greenhill did not respond to that proposal.

        On May 26, 2016, members of Aegerion management held a telephone meeting with members of QLT management and Bull Housser during which Aegerion provided an update on the status of Aegerion's discussions with, and diligence concerning, the proposed transaction with Company A. Aegerion discussed the overall technical, medical, and commercial evaluation of Company A's lead product candidate asset and potential financial implications if Aegerion completed a transaction with Company A to in-license certain of Company A's technology, in addition to the potential transaction between QLT and Aegerion.

        Also on May 26, 2016, the Special Committee held a telephone meeting attended by members of QLT management and representatives of Weil and Bull Housser. Representatives of Weil updated the Special Committee on Weil's due diligence findings with respect to the DOJ/SEC Investigations and the Class Action Lawsuit and the Special Committee discussed with Weil potential means to mitigate potential risks arising from such matters. Representatives of Greenhill then joined the meeting and updated the Special Committee on current discussions with J.P. Morgan regarding the exchange ratio, particularly the request by Aegerion that the exchange ratio reflect a premium to Aegerion's then current market price, and other open business points. The Special Committee then instructed Weil to continue its due diligence review of Aegerion and provided direction to Greenhill with respect to the open business points.

        On May 27, 2016, members of QLT management and the QLT board of directors and representatives of Ropes & Gray held a telephone meeting during which Ropes & Gray reviewed the current status of the Class Action Lawsuit, potential related liability and Aegerion's insurance coverage. Later that day, the Special Committee held a telephone meeting attended by members of QLT management and representatives of Weil and Bull Housser. Representatives of Bull Housser reminded the Special Committee of its fiduciary duties in connection with the proposed transaction. The Special Committee discussed with QLT's legal advisors the matters raised on the earlier call with Ropes & Gray and directed Weil to continue to consider certain ongoing due diligence matters with respect to Aegerion, after which representatives of Greenhill joined the meeting. Greenhill then updated the Special Committee on preliminary financial matters relating to QLT091001 and QLT on a standalone basis, Aegerion on a standalone basis and the proposed transaction, based on QLT management forecasts.

        On May 31, 2016, the Chief Executive Officer of Company B contacted Ms. Szela to confirm the status of Company B's written proposal. Ms. Szela informed the Chief Executive Officer of Company B that she had discussed the proposal with members of the Aegerion board of directors and that the Aegerion board of directors would consider the proposal during a meeting scheduled on June 2, 2016.

        Also on May 31, 2016, the Special Committee held a telephone meeting attended by members of QLT management, Weil and Bull Housser. At the meeting, the Special Committee discussed with QLT's legal advisors matters related to the directors' fiduciary duties in relation to the proposed transaction and certain due diligence matters with respect to Aegerion, including the DOJ/SEC Investigations and the Class Action Lawsuit. The Special Committee then discussed the use of warrants to acquire additional QLT common shares as a method to mitigate the risk associated with such matters and Aegerion's position with respect to such warrants. Mr. Ibbott then reviewed with the Special Committee the expected cash needs of Aegerion. Representatives of Greenhill then joined the meeting and updated the Special Committee on the open points of negotiation with Aegerion, including the exchange ratio, and outreach to potential investors in QLT in connection with the proposed transaction.

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        From May 31, 2016 to June 1, 2016, at the request of QLT and Aegerion, representatives of Greenhill and J.P. Morgan held telephone calls to discuss, among other things, the exchange ratio for the merger. During a meeting on May 31, 2016, in accordance with QLT's directives, representatives of Greenhill relayed QLT's proposal for a 1.0x exchange ratio, representing a discount to Aegerion's then current per share market price of approximately 19%. Representatives of J.P. Morgan discussed QLT's proposal with Aegerion management and at the direction of Aegerion management, responded to Greenhill on June 1, 2016 that a 1.0x exchange ratio was insufficient and that Aegerion continued to seek an exchange ratio that would result in a premium to Aegerion's then current market price. During a subsequent meeting on June 1, 2016, in accordance with QLT's directives, representatives of Greenhill communicated to representatives of J.P. Morgan that QLT would be willing to consider a 1.2x exchange ratio, which was derived from the five-day volume weighted average trading prices of the QLT common shares and Aegerion common stock as of May 31, 2016 and would imply a discount of approximately 3% to the May 31, 2016 closing price per share of Aegerion's common stock. The representatives of J.P. Morgan agreed to discuss QLT's proposed exchange ratio with the Aegerion board of directors later that day.

        On June 2, 2016, the Aegerion board of directors convened a telephone meeting, attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. During the meeting, members of Aegerion management provided a detailed summary of the negotiations regarding the potential transaction with QLT, including QLT's proposed exchange ratio, terms of the warrants to be distributed to QLT shareholders and the possibility of Aegerion entering into a working capital credit facility with QLT. Members of Aegerion management also discussed the potential tax benefits contingent upon QLT's ability to maintain a Canadian tax domicile and the possibility that Aegerion stockholders might be able to recognize tax losses. Aegerion management also summarized feedback they had received from investors about the business and potential strategic transactions. Ms. Szela also updated the Aegerion board of directors regarding the discussions with Company B. Aegerion management also discussed the due diligence review of Company B based on publicly available information. The Aegerion board of directors and Aegerion management determined that, as a result of certain risks of Company B's business, products and pipeline, they were not optimistic about the long-term prospects and value of Company B equity. J.P. Morgan updated the Aegerion board of directors on its outreach to four other companies, three of which stated that they had no interest in a potential transaction with Aegerion, and one of which had not responded to J.P. Morgan's attempts to engage. Ms. Szela and Mr. Perry then provided an update on Aegerion's business, including its risks, current liquidity and expense profile, the departure of key employees and financial forecasts. Dr. Barer informed the other members of the Aegerion board of directors of a call he had received from the Chief Executive Officer of a clinical-stage biopharmaceutical company ("Company C") that Dr. Barer had yet to return but believed might relate to potential interest in a transaction with Aegerion. The Aegerion board of directors determined that Dr. Barer should return the call and, if Company C was interested in exploring a potential transaction with Aegerion, Dr. Barer should ask the Chief Executive Officer of Company C to contact Ms. Szela, and also authorized Ms. Szela to engage with the Chief Executive Officer of Company C to learn more. A representative of Ropes & Gray then summarized the Aegerion board of directors' fiduciary duties and responsibilities in evaluating Company B's proposal and also summarized the deal protection provisions in the proposed merger agreement with QLT, including restrictions on soliciting an alternative transaction once a merger agreement was signed and the ability to terminate the merger agreement, subject to payment of a termination fee, in the event of a superior proposal. Representatives of J.P. Morgan then presented J.P. Morgan's preliminary valuation analysis, based on Aegerion management's forecasts, of the values of Aegerion and QLT and the potential value that the proposed transaction between QLT and Aegerion would create for Aegerion stockholders. The Aegerion board of directors, Aegerion management and J.P. Morgan discussed the key valuation assumptions, including projected cash flows that were based on Aegerion's financial projections as provided and approved by Aegerion management and the discount rate range

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and the conclusions in the preliminary valuation analysis. Following a discussion, the Aegerion board of directors instructed and authorized Aegerion management to continue negotiating the merger agreement with QLT and to continue the dialogue with Company B.

        Later on June 2, 2016, Ms. Szela had a call with the Chief Executive Officer of Company B to share the Aegerion board of directors' feedback on Company B's proposal, including that an all-stock transaction was unattractive given the extensive and lengthy diligence Aegerion would need to conduct and certain concerns that Aegerion had regarding Company B's business, that the proposed premium was insufficient given Aegerion's intrinsic value and that Aegerion would require a revised proposal to advance the dialogue. Company B agreed to provide a revised proposal by 5:00 p.m. Eastern Time on June 6, 2016. Ms. Szela agreed to provide a draft merger agreement and to provide limited access to Aegerion's electronic data room to help Company B improve its proposal. Following the call, Ropes & Gray provided a draft merger agreement to Company B, which contemplated an all-cash tender offer by Company B. The draft merger agreement did not include a value of the cash consideration to be paid for shares of Aegerion common stock, proposed that all Aegerion equity awards would be converted into equivalent awards to acquire shares of Company B common stock and included customary provisions restricting Aegerion's ability to engage in discussions regarding unsolicited alternative proposals and a termination fee of $2.5 million payable by Aegerion if it terminated the agreement under certain circumstances. Company B was also provided with access later that day to a portion of Aegerion's data room.

        Also on June 2, 2016, the Special Committee held a telephone meeting attended by members of QLT management and representatives of Weil, Bull Housser and Greenhill. At the meeting, the Special Committee discussed certain open points in negotiations with Aegerion, including the exchange ratio, terms of the warrants to be distributed to QLT shareholders and QLT's response to a request from Aegerion for a loan to be made by QLT to Aegerion for the interim period between signing of the merger agreement and closing of the potential transaction. Later on June 2, 2016, Weil delivered to Ropes & Gray a draft unit subscription agreement for the proposed QLT private placement and a draft form of voting agreement for certain stockholders of QLT and Aegerion to commit to support the proposed transaction. Between June 2 and June 4, 2016, Weil and Ropes & Gray negotiated and exchanged drafts of the form unit subscription agreement and voting agreement that would be circulated by QLT to potential investors in the proposed private placement.

        On June 3, 2016, Ms. Szela contacted the Chief Executive Officer of Company C, who stated that Company C was interested in licensing MYALEPT in Europe and controlling its development in that market, but did not propose any material terms, including financial terms, or conditions. Ms. Szela explained that Aegerion had internal capabilities to commercialize MYALEPT in Europe and that Aegerion would only consider a collaboration if it would enhance Aegerion's value beyond Aegerion's internal standalone forecasts. Ms. Szela and the Chief Executive Officer of Company C agreed that a collaboration seemed unlikely to improve upon Aegerion's internal capabilities at this stage, but that if circumstances changed they would contact each other.

        Later on June 3, 2016, Mr. Perry sent an e-mail to a representative of Greenhill requesting a call to discuss the terms and possible structure of a loan from QLT to Aegerion to fund Aegerion's ongoing operations between signing and closing of the proposed transaction.

        Also on June 3, 2016, representatives of J.P. Morgan spoke with Company B's financial advisor regarding a potential transaction, including the terms and process of such a transaction. Representatives of J.P. Morgan also received an unsolicited telephone call from the chief business officer of Company D, a specialty pharmaceutical company ("Company D"), to discuss a potential business development opportunity with Aegerion. Representatives of J.P. Morgan did not return the call from Company D at this time, but notified Aegerion management of the outreach and, at the request of Aegerion's management, agreed to respond to Company D to learn more about the proposal.

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        On June 4, 2016, representatives of J.P. Morgan and Company D discussed Company D's proposal and representatives of Company D communicated that Company D was interested in potentially acquiring Aegerion, or as an alternative, acquiring MYALEPT in the event Aegerion were to be subject to a specific regulatory oversight as a result of the ongoing government investigation of Aegerion. After the call, the representative of J.P. Morgan provided a summary of his conversation with the chief business officer of Company D to Aegerion management.

        On June 5, 2016, based on feedback from Aegerion management regarding the likely regulatory oversight of Aegerion as a result of the DOJ/SEC Investigations and Aegerion's view that a sale of MYALEPT by itself was not in the best interests of Aegerion stockholders, a representative of J.P. Morgan responded to the chief business officer of Company D, who stated that Company D would not pursue a transaction with Aegerion at such time.

        On June 6, 2016, Company B's financial advisor informed a representative of J.P. Morgan that Company B intended to provide a revised proposal to Aegerion, but would be unable to do so prior to 5:00 p.m. Eastern Time on June 6, 2016. Aegerion agreed to allow Company B to continue to access Aegerion's electronic data room to formulate a revised proposal.

        Also on June 6, 2016, members of Aegerion management and representatives of Ropes & Gray and Aegerion's Brazilian legal counsel held a telephone meeting with members of the QLT board of directors and representatives of Weil, Bull Housser and Greenhill to discuss the status of the Brazil Investigations. At the meeting, Ropes & Gray and Aegerion's Brazilian counsel reported on the status of the Brazil Investigations and responded to questions from members of QLT management and representatives of QLT's legal advisors.

        On June 6, 2016, the Special Committee held a telephone meeting with members of QLT management and representatives of Weil, Bull Housser and Greenhill in attendance. Representatives of Weil updated the Special Committee regarding the most recent findings of Weil's due diligence review of the Brazil Investigations and then reviewed the open points in the negotiation of the merger agreement, including the terms of the intervening event definition and the termination fee payable if the merger agreement was terminated after a party's board of directors changed its recommendation as a result of an intervening event. The Special Committee discussed those points with Weil and provided direction regarding the negotiation of those points and acceptable resolutions.

        On June 7, 2016, the Aegerion board of directors convened a regularly scheduled in-person meeting attended by members of Aegerion management and representatives of Ropes & Gray. Representatives of Wilmer Cutler Pickering Hale and Dorr LLP ("WilmerHale"), outside intellectual property counsel to Aegerion, and J.P. Morgan also participated in portions of the meeting. During the meeting, members of Aegerion management provided a detailed summary of the terms of the potential transaction with QLT. The Aegerion board of directors and members of Aegerion management, with input from J.P. Morgan, also discussed the limitations of Aegerion on a standalone basis to access capital markets and finance its operations. Ms. Szela and Mr. Perry also provided an update on the Aegerion business, including its operations in the United States and its global strategy, as well as Aegerion's cost structure and 2016 goals and key priorities. The representatives of Ropes & Gray then discussed the status of Aegerion's negotiations and the DOJ/SEC Investigations regarding the final agreements in principle and other documentation necessary to finalize the settlements, as well as updated assessments of the Class Action Lawsuit and the Brazil Investigations. The representatives of WilmerHale provided an overview of the pending inter partes review and certain other strategic intellectual property matters. Representatives of J.P. Morgan presented J.P. Morgan's updated preliminary valuation analysis, based on Aegerion management's forecasts, of the values of Aegerion and QLT and the potential value that the proposed transaction between QLT and Aegerion would potentially create for Aegerion stockholders. The representatives of J.P. Morgan identified key valuation assumptions, including projected cash flows that were based on Aegerion's financial projections as

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provided and approved by Aegerion management and the discount rate range, that were used to determined J.P. Morgan's preliminary valuation range, and noted that varying these assumptions would impact J.P. Morgan's preliminary valuation analysis. The Aegerion board of directors, Aegerion management and J.P. Morgan discussed the assumptions and conclusions in the updated preliminary valuation analysis. The representatives of J.P. Morgan then discussed a conflict of interest assessment undertaken by J.P. Morgan in connection with its potential engagement as financial advisor in respect of the proposed transaction with QLT, which updated a conflict of interest disclosure letter previously delivered to Aegerion on April 4, 2016. J.P. Morgan's current assessment noted that certain of its affiliates are counterparties to hedging arrangements that Aegerion put in place in connection with the issuance of the Aegerion Notes. The members of the Aegerion board of directors and representatives of J.P. Morgan discussed the assessment. After the representatives from J.P. Morgan departed the meeting, the Aegerion board of directors authorized entry into an engagement letter with J.P Morgan to serve as financial advisor with respect to the proposed transaction with QLT. Aegerion entered into an engagement letter with J.P. Morgan on June 7, 2016.

        Also on June 7, 2016, in accordance with QLT's instructions, a representative of Greenhill provided to Aegerion management and J.P. Morgan QLT's proposed terms of a loan to fund Aegerion's operations between signing and closing.

        Between June 7, 2016 and the execution of a loan agreement on June 14, 2016, members of Aegerion management and QLT management and Aegerion's and QLT's respective legal and financial advisors negotiated the structure, terms and documentation for a working capital credit facility between QLT and Aegerion. Aegerion and QLT also conducted extensive negotiations with SVB and its outside legal counsel regarding amendments to Aegerion's existing loan agreement and forbearance agreement with SVB and a subordination agreement between SVB and QLT.

        Early on the morning of June 8, 2016, in accordance with QLT's directives, a representative of Greenhill distributed QLT's draft unit subscription agreement to eight potential investors in QLT in connection with the potential transaction along with a draft voting agreement reflecting a commitment to vote the QLT common shares or shares of Aegerion common stock held by each such investor in support of the potential transaction.

        On June 8, 2016, Company B's financial advisor notified a representative of J.P. Morgan that Company B had determined not to submit a revised proposal to Aegerion.

        Between June 8, 2016 and June 14, 2016, representatives of Weil negotiated the terms of the unit subscription agreement and voting agreement with the potential investors in QLT in connection with the potential transaction, including the termination rights of the investors, the registration rights of the investors, the representations and warranties and covenants to be provided by QLT and the investors and the conditions to the closing of the private placement.

        On June 9, 2016, the Special Committee held a telephone meeting attended by members of QLT management and representatives of Weil and Bull Housser. At the meeting, representatives of Bull Housser again reminded the Special Committee of the directors' fiduciary duties in connection with the proposed transaction. The Special Committee discussed with members of QLT management and representatives of QLT's legal advisors the open points in negotiations with Aegerion, including the terms of the loan agreement, and the negotiation of the unit subscription agreement and voting agreements with potential investors, including the termination rights and registration rights of the investors, the anticipated working capital needs of Aegerion and legal due diligence matters. Representatives of Greenhill later joined the meeting and updated the Special Committee regarding discussions with potential investors in QLT in connection with the proposed transaction.

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        On June 12, 2016, the Aegerion board of directors convened a telephone meeting attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. At the meeting, a representative of Ropes & Gray summarized the Aegerion board of directors' fiduciary duties and responsibilities when considering a transaction with QLT and then summarized the key terms of the proposed merger agreement, highlighting the structure of the proposed transaction, an equity exchange ratio that had declined from 1.2x to 1.0256x (derived from the five-day volume weighted average trading prices of the QLT common shares and Aegerion common stock as of June 10, 2016) as a result of movement in the Aegerion and QLT stock prices during the period after the parties agreed that the exchange ratio would be based on a five-day volume weighted average trading price of the QLT common shares and Aegerion common stock, and deal protection provisions. The Aegerion board of directors and the representative of Ropes & Gray discussed the status of open items in the merger agreement and timing for completing the proposed transaction with QLT. The representative of Ropes & Gray and the Aegerion board of directors then discussed the possibility of amending Aegerion's by-laws to include an exclusive forum provision. Representatives of J.P. Morgan presented J.P. Morgan's preliminary valuation analysis of the values of Aegerion and QLT and the potential value that the proposed transaction between QLT and Aegerion would create for Aegerion stockholders. The representatives of J.P. Morgan identified key valuation assumptions, including projected cash flows that were based on Aegerion's financial projections as provided and approved by Aegerion management and the discount rate range, that were used to determined J.P. Morgan's preliminary valuation range, and noted that varying these assumptions would impact J.P. Morgan's preliminary valuation analysis. The Aegerion board of directors, Aegerion management and J.P. Morgan discussed the assumptions and conclusions in the preliminary valuation analysis. The representatives of J.P. Morgan also summarized the results of their market outreach efforts and confirmed that none of the parties previously contacted had expressed interest in pursuing a transaction with Aegerion at this time. Following the discussion, the Aegerion board of directors instructed and authorized Aegerion management to continue the dialogue with QLT to seek to finalize a transaction that could be considered by the Aegerion board of directors.

        On June 13, 2016, the Aegerion board of directors convened a telephone meeting attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. At the meeting, a representative of Ropes & Gray reminded the Aegerion board of directors of the fiduciary duties applicable to considering a transaction with QLT. The representative from Ropes & Gray also summarized key provisions in the draft merger agreement, focusing on items that remained open. Mr. Perry summarized the key terms of the loan agreement with QLT and amendments to the loan agreement with SVB and QLT's private placement. Ms. Szela noted that a current Aegerion stockholder had indicated an interest in making a significant investment in QLT's private placement but would require an additional day to conclude its analysis and determine whether to participate. The Aegerion board of directors determined to delay consideration of approval of the proposed transaction with QLT until June 14, 2016. Representatives of J.P. Morgan provided an update of its preliminary valuation analysis, and the representatives of J.P. Morgan confirmed their expectation that J.P. Morgan would be in a position to deliver a fairness opinion if the Aegerion board of directors determined to proceed with the proposed transaction. Following the discussion, the Aegerion board of directors instructed and authorized Aegerion management to seek to finalize a potential transaction with QLT.

        Also on June 13, 2016, the Special Committee held an in-person meeting in Toronto, Ontario, Canada, together with (either by telephone or in person) members of QLT management and representatives of Weil, Bull Housser, Hyman Phelps, and, for portions of such meeting, Greenhill. Representatives from Hyman Phelps presented the results of their regulatory due diligence concerning Aegerion to the Special Committee. Representatives of Weil reviewed with the Special Committee the material terms of the merger agreement, the loan and security agreement, the unit subscription agreement and the warrant agreement. Greenhill then reviewed with the Special Committee Greenhill's financial analysis of the equity exchange ratio and rendered its oral opinion, which was confirmed by

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delivery of a written opinion dated June 13, 2016 to the QLT board of directors, to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by Greenhill in rendering its opinion, the equity exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to QLT. Representatives of QLT's legal advisors and Greenhill then reviewed with the Special Committee two remaining outstanding points: confirmation that the investors would agree to invest, prior to the merger, at least $17,500,000 to acquire QLT common shares and an equal number of warrants (the latter to be on the same terms as those to be distributed to QLT's legacy shareholders), and resolution of the open points relating to the loan and security agreement and the credit facility contemplated thereby, including security arrangements with SVB. Following discussion and consideration of these matters, the Special Committee unanimously resolved to recommend to the QLT board of directors that subject to the satisfactory resolution of those points, the transaction with Aegerion be approved on substantially the terms presented to the Special Committee.

        Later on June 13, 2016, the QLT board of directors, other than the two directors who had earlier recused themselves, held an in-person meeting in Toronto, Ontario, Canada. At the request of the QLT board of directors, members of QLT management and representatives of Weil, Bull Housser and Greenhill (some of whom participated by telephone) also participated in the meeting. Greenhill reviewed with the QLT board of directors Greenhill's financial analysis of the equity exchange ratio and reiterated Greenhill's oral opinion as rendered to the Special Committee at its meeting earlier in the day regarding the fairness, from a financial point of view, to QLT as of June 13, 2016 and based on and subject to various assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken, of the equity exchange ratio. Representatives of Greenhill and Weil then reviewed with the QLT board of directors the two outstanding points relating to the proposed transactions, confirmation that the investors would agree to invest, prior to the merger, at least $17,500,000 to acquire QLT common shares and an equal number of warrants (the latter to be on the same terms as those to be distributed to QLT's legacy shareholders), and resolution of the open points relating to the loan to be made by QLT to Aegerion. The Special Committee then provided its recommendation to the QLT board of directors in support of the proposed transaction with Aegerion and the private placement with the investors, following which the QLT board of directors, with the two recused directors absent and Mr. Aryeh abstaining from the vote, resolved that, subject to the resolution of the two open points to the satisfaction of the Special Committee, entry by QLT into the merger agreement and the unit subscription agreement with the investors, and certain ancillary agreements related thereto, on substantially the terms presented to the QLT board of directors, was in the best interests of QLT and its shareholders and authorized and approved QLT to enter into, execute and perform all of its obligations under the merger agreement, the unit subscription agreement and such ancillary agreements. The QLT board of directors also resolved to recommend that QLT shareholders vote to approve the issuance of securities of QLT necessary to effect the merger and the issuance of such other common shares of QLT as contemplated by the merger agreement and the unit subscription agreement.

        On June 14, 2016, the Special Committee held a telephone meeting attended by members of QLT management and representatives of Weil, Bull Housser and Greenhill. At that meeting, representatives of Greenhill informed the Special Committee that with respect to the outstanding points discussed at the meetings of the Special Committee and the QLT board of directors on June 13, 2016, the investors had agreed to invest approximately $22,000,000, immediately prior to the closing of the merger, to acquire QLT common shares and an equal number of warrants (the latter to be on the same terms as those to be distributed to QLT's legacy shareholders), and that the open points with respect to security arrangements relating to the loan to be made by QLT to Aegerion had been resolved. The Special Committee then confirmed that it was satisfied with the resolution of such matters and, accordingly, unanimously resolved that QLT enter into, execute and perform all of its obligations under the merger agreement, the unit subscription agreement and the ancillary agreements.

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        Also on June 14, 2016, the Aegerion board of directors held a telephone meeting attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. A representative of Ropes & Gray reviewed the key terms of the definitive transaction agreements related to the proposed transaction between QLT and Aegerion, highlighting resolution of terms that had been open as of the immediately prior board meeting, including the security arrangements relating to the loan to be made by QLT and the amount of the private placement investment to be made in QLT prior to the merger. Mr. Perry updated the Aegerion board of directors regarding the final terms of the loan arrangements with QLT and QLT's concurrent private placement, and the final negotiations with SVB. Mr. Perry noted that the Aegerion investor who had required an additional day to evaluate the private placement determined not to participate. Representatives of J.P. Morgan then described their financial analysis of the proposed transaction and, after noting that certain of its affiliates are counterparties to hedging arrangements that Aegerion put in place in connection with the issuance of the Aegerion Notes, delivered to the Aegerion board of directors J.P. Morgan's oral fairness opinion, which was confirmed by delivery of a written opinion dated June 14, 2016, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing the opinion, the equity exchange ratio contemplated in the proposed merger was fair, from a financial point of view, to Aegerion stockholders. After a full discussion, the Aegerion board of directors resolved that the merger agreement and the transactions contemplated thereby, including the merger, were advisable, fair to and in the best interests of Aegerion and its stockholders, and authorized Aegerion to enter into the merger agreement, QLT Voting Agreements with QLT Voting Shareholders, loan arrangements and other related agreements, directed that the merger agreement be submitted to Aegerion stockholders for adoption at a meeting of Aegerion stockholders and resolved to recommend that Aegerion stockholders vote in favor of the adoption of the merger agreement and approval of the merger.

        Following the meetings of the Aegerion board of directors, the QLT board of directors and the Special Committee, Aegerion and QLT executed the merger agreement, the loan and security agreement and the ancillary agreements related thereto, including the Aegerion Voting Agreements with the Aegerion Voting Stockholders and the QLT Voting Agreements with the QLT Voting Shareholders, and QLT executed the unit subscription agreement with each of the investors party thereto. Prior to the opening of trading on June 15, 2016, QLT and Aegerion issued a joint press release announcing the transactions.

        Following execution of the merger agreement, QLT and Aegerion determined that the formula used to calculate the number of shares issuable under each Warrant, as set forth in the Form of Warrant Agreement attached to the merger agreement as Exhibit C, would not result in the adjustment to the proportionate ownership of Novelion common shares intended by the parties. The adjustment, if any, to the proportionate ownership of Novelion common shares by QLT shareholders, the Investors and Aegerion stockholders was intended to be the same irrespective of whether either or both of the Class Action Lawsuit and the DOJ/SEC Investigations was or were resolved before or after the closing of the merger. On September 1, 2016, following the approval of the QLT board of directors and the Aegerion board of directors, QLT and Aegerion executed an amendment to the merger agreement for the purpose of replacing the Form of Warrant Agreement attached as Exhibit C thereto to substitute a revised formula reflecting the intent of the parties. The parties also clarified that the Excess Loss in respect of which any adjustments are made, before and/or after the closing, would not exceed $25 million in the aggregate. Those revisions are included in the Form of Warrant Agreement attached to the amendment to the merger agreement included in this joint proxy statement/prospectus as Annex A.

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Recommendation of the QLT Board of Directors; QLT's Reasons for the Merger

        As is common in Canadian public company transactions, the merger was considered by a special committee of the QLT board of directors in order to ensure that it was considered objectively by the directors of QLT who were independent of Aegerion and had no other interest in its strategic process beyond their interests as directors of QLT and QLT shareholders. Three members of the QLT board of directors declared an interest in respect of the merger and related transactions and recused themselves from the board's consideration thereof in accordance with the provisions of the BCA. Jason Aryeh, the Chairman of the QLT board of directors, recused himself from participating in the QLT board of directors' consideration of the merger in order to avoid any perception that his stockholdings in Aegerion might give rise to a conflict of interest. Mr. Aryeh, who held shares of Aegerion common stock having a value of $190,722 on the date of the merger agreement, also held QLT common shares having a value on the same date of $765,734. Two other members of the QLT board of directors advised the board that, due to certain business affiliations that resulted in a potential conflict of interest, they would not participate in any of the QLT board's deliberations regarding Aegerion. The remaining three directors of QLT, who formed the special committee, analyzed and considered the proposed transaction in considerable depth.

        At a meeting held on June 13, 2016, following the receipt of the unanimous recommendation of the QLT special committee, the members of the QLT board of directors voting thereon determined that subject to resolution to the satisfaction of the special committee of two then-outstanding transaction points, the merger agreement and the transactions contemplated thereby are advisable and in the best interests of QLT and its shareholders, approved the merger agreement and the related agreements, and resolved to recommend that QLT shareholders vote to approve the transactions contemplated thereby. At a further meeting held on June 14, 2016, the special committee confirmed that it was then satisfied with the resolution of the two outstanding transaction points.

         The QLT board of directors recommends that the QLT shareholders vote "FOR" each of the proposals being submitted to a vote at the QLT special meeting.

        The QLT board of directors considered many reasons in making its decision to recommend the approval of the issuance of QLT common shares necessary to effect the transactions contemplated by the merger agreement and the issuance of such other QLT common shares as contemplated by the unit subscription agreement. In evaluating the merger, the QLT board of directors consulted with QLT senior management and legal, financial, accounting and other advisors, reviewed a significant amount of information, considered a number of reasons and concluded in its business judgment that the merger and related transactions are likely to result in significant strategic and financial benefits to QLT and the QLT shareholders. These benefits include:

•

the creation of a strong rare-disease focused global biopharmaceutical organization with an expanded and diversified portfolio consisting of Aegerion's two commercial products and QLT's Phase 3-ready synthetic retinoid development program;



•

access to Aegerion's rare disease product development and commercialization infrastructure to provide QLT with the potential to most effectively maximize the value of QLT's synthetic retinoid development program;



•

access to Aegerion's global commercialization infrastructure and distribution network to provide QLT with a future sales channel to potentially commercialize and market its synthetic retinoid drug product if approved;



•

access to future revenues to support future operations and the potential opportunity for targeted business development initiatives;

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•

the combination of QLT's clinical development team and cash resources with Aegerion's rare-disease commercialization expertise and sales force, which is anticipated to unlock significant value in QLT's Phase 3-ready development program and enable the companies to pursue important milestones across their commercial and late-stage portfolio; and



•

the expectation that the QLT shareholders will benefit from the greater scale and diversification of Novelion as well as from a more liquid stock.

        These beliefs are based in part on the following reasons considered by the QLT board of directors:

•

its due diligence review and investigations of the business, operations, financial condition, contingent liabilities, products, strategy and future prospects of Aegerion;



•

exploration and consideration of the prospects of QLT as a standalone company;



•

the anticipated market capitalization, liquidity and capital structure of Novelion;



•

the value represented by the expected cash position of Novelion;



•

the merger agreement was negotiated on an arm's-length basis and executed following a multi-year strategic process, during which the QLT board of directors considered, with the assistance of QLT management and advisors, potential strategic alternatives and business combinations;



•

the equity exchange ratio for the transaction is subject to downward adjustment if Aegerion's previously disclosed Class Action Lawsuit and DOJ/SEC Investigations are resolved prior to closing for amounts in excess of certain negotiated thresholds;



•

in the event the Class Action Lawsuit and DOJ/SEC Investigations are not settled prior to closing of the merger, and in order to mitigate the risk of certain losses from these outstanding matters after the closing of the merger, QLT will enter into a warrant agreement pursuant to which Warrants will be issued to QLT shareholders and the Investors that would be exercisable for additional shares of QLT if the Class Action Lawsuit and DOJ/SEC Investigations are subsequently resolved for amounts in excess of negotiated thresholds;



•

the terms of the merger agreement, the limited number of conditions to Aegerion's obligation to complete the merger and the likelihood that the merger will be completed on a timely basis;



•

the fact that closing of the merger is subject to obtaining the approval of the QLT shareholders of the issuance of the securities of QLT necessary to effect the transactions contemplated by the merger agreement, and that the holders of approximately 26.3% of the issued and outstanding QLT common shares as of September 20, 2016 have entered into agreements to vote their shares in favor of the resolutions approving such matters;



•

the anticipated shareholder support for the transaction, including the approximate $22 million investment commitment in QLT made by the Investors immediately prior to the completion of the transaction (receipt by QLT of at least $17.5 million being a closing condition to the merger);



•

that, subject to certain limited exceptions, Aegerion is prohibited from soliciting, participating in any discussions or negotiations with respect to, providing any information to any third party regarding or entering into any agreement providing for the acquisition of Aegerion;



•

that Aegerion must pay a termination fee of $5 million if the merger agreement is terminated under certain circumstances specified in the merger agreement;



•

the financial statements of Aegerion and the unaudited prospective financial information of Aegerion and QLT;

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•

the current and prospective economic environment in the pharmaceutical industry, including the potential for further consolidation;



•

the opinion, dated June 13, 2016, of Greenhill to the QLT board of directors as to the fairness, from a financial point of view and as of such date, to QLT of the equity exchange ratio provided for pursuant to the merger agreement, which opinion was based on and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken as more fully described below under "—Opinion of QLT's Financial Advisor";



•

the fact that four of the current directors of QLT will initially continue to be members of the QLT board of directors following closing of the merger; and



•

the impact of the merger on all stakeholders in QLT, including holders of QLT common shares.

        In the course of its deliberations, the QLT board of directors also considered a variety of risks and other potentially negative reasons, including the following:

•

except for the adjustments if Aegerion's previously disclosed Class Action Lawsuit and DOJ/SEC Investigations are resolved prior to closing for amounts in excess of negotiated thresholds, that the fixed equity exchange ratio will not adjust to compensate for changes in the price of Aegerion common stock or QLT common shares prior to the effective time of the merger;



•

the dilution to QLT shareholders resulting from the merger;



•

the risk arising from provisions in the merger agreement relating to the potential payment of a $5 million termination fee by QLT to Aegerion under certain circumstances specified in the merger agreement;



•

the fact that, subject to certain limited exceptions, QLT is prohibited from soliciting, participating in any discussions or negotiations with respect to, providing any information to any third party regarding or entering into any agreement providing for the acquisition of QLT;



•

the possibility that QLT could be subject to U.S. federal income tax as a U.S. domestic corporation (as well as remaining subject to Canadian income tax as a Canadian corporation) from and after the completion of the merger if, for example, the fair market value of QLT's assets at the effective time, taking into account the market valuation of QLT, is not sufficiently high;



•

the restrictions on the conduct of QLT's business prior to the completion of the merger, which could delay or prevent QLT from undertaking any potential business opportunities that may arise pending completion of the merger;



•

the adverse impact that business uncertainty pending at the effective time of the merger could have on Aegerion's and QLT's ability to attract, retain and motivate key personnel until the effective time of the merger;



•

the fact that the adjustment to the equity exchange ratio for the merger and the issuance of Warrants exercisable for Novelion common shares, reflecting up to a maximum of $25 million in Excess Loss, do not provide protection to QLT shareholders and the Investors if the Class Action Lawsuit and DOJ/SEC Investigations are subsequently resolved for greater than expected amounts or, in the case of the DOJ/SEC Investigations, result in unexpected non-monetary penalties or impose other adverse obligations;



•

the fact that Aegerion may become subject to other potential future liabilities related to past activities that are not covered by the adjustment to the equity exchange ratio or Warrants;

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•

the fact that QLT has incurred, and will continue to incur, significant transaction costs and expenses in connection with the merger, regardless of whether the merger is consummated;



•

the risk that the forecasted results in the unaudited prospective financial information regarding Aegerion and QLT will not be achieved;



•

the risk that the merger may not be consummated despite the parties' efforts or that consummation may be unduly delayed and/or result in potential disruption to Aegerion's and QLT's respective businesses and relationships;



•

the risk that the merger or the private placement, or both, may not be consummated due to a failure of any condition to closing to be satisfied;



•

the possibility that the anticipated benefits sought to be obtained from the merger might not be achieved in the time frame contemplated or at all or that the other numerous risks and uncertainties which could adversely affect Aegerion's or QLT's operating results will materialize;



•

the existing high leverage of Aegerion and leverage of Novelion that could limit access to credit markets or make such access more expensive and reduce operational and strategic flexibility;



•

the ongoing cash needs of Novelion, the need to reduce expenses and the future capital needs for Novelion;



•

the risk that changes in law or regulation could adversely impact the expected benefits of the merger to QLT and its shareholders; and



•

the risks of the type and nature described under the heading "Risk Factors" beginning on page 20 and the matters described above under "Cautionary Statement Regarding Forward-Looking Statements".

        The QLT board of directors also was apprised of certain interests in the merger of QLT directors and executive officers that may be different from, or in addition to, the interests of QLT shareholders generally as discussed in "—Interests of QLT Directors and Executive Officers in the Merger" beginning on page 89.

        After considering the foregoing potentially positive and potentially negative reasons, the QLT board of directors concluded, in their business judgment, that the potentially positive reasons relating to the merger agreement and the transactions contemplated thereby (including the issuance of QLT common shares necessary to effect the transactions contemplated by the merger agreement and the issuance of the other QLT common shares as contemplated by the merger agreement, including pursuant to the warrant agreement and the unit subscription agreement) substantially outweighed the potentially negative reasons and that the merger and related transactions are in the best interests of QLT and its shareholders.

        The foregoing discussion of the information and reasons considered by the QLT board of directors includes the material potentially positive and potentially negative reasons considered by the QLT board of directors, but is not intended to be exhaustive and may not include all of the reasons considered by the QLT board of directors. The QLT board of directors believes that, overall, the potential benefits of the merger to the QLT shareholders outweigh the risks and uncertainties of the merger. In view of the wide variety of reasons considered in connection with its evaluation of the merger and the other transactions contemplated in connection with the merger, and the complexity of these matters, the QLT board of directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various reasons that it considered in reaching its determination to approve the merger and the other transactions contemplated in connection with the merger and to make its recommendations to QLT shareholders. Rather, the QLT board of directors viewed its decisions as being based on the totality of the information presented to it and the reasons it considered. In

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addition, individual members of the QLT board of directors voting on the transactions may have given differing weights to different reasons.

        The foregoing discussion of the information and reasons considered by the QLT board of directors is forward-looking in nature. This information should be read in light of the factors described under the section above entitled "Cautionary Statement Regarding Forward-Looking Statements".

Opinion of QLT's Financial Advisor

        QLT has retained Greenhill as its financial advisor in connection with the merger. Greenhill is an internationally recognized investment banking firm regularly engaged in providing financial advisory services in connection with mergers and acquisitions. QLT selected Greenhill as its financial advisor in connection with the merger on the basis of Greenhill's experience in similar transactions, its reputation in the investment community and its familiarity with QLT and its business.

        As part of Greenhill's engagement, the QLT board of directors requested that Greenhill evaluate the fairness, from a financial point of view, to QLT of the equity exchange ratio provided for pursuant to the merger agreement. At the June 13, 2016 meeting of the QLT board of directors held to evaluate the merger, Greenhill rendered an oral opinion, confirmed by delivery of a written opinion dated June 13, 2016, to the QLT board of directors to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by Greenhill in rendering its opinion, the equity exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to QLT.

        The full text of Greenhill's written opinion, dated June 13, 2016, is attached as Annex B to this joint proxy statement/prospectus and is incorporated in this document by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by Greenhill in rendering its opinion. The following summary of Greenhill's opinion is qualified in its entirety by reference to the full text of the opinion. Greenhill delivered its opinion to the QLT board of directors for the information of the QLT board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the equity exchange ratio from a financial point of view to QLT and did not express any opinion as to any other terms, aspects or implications of the merger or related transactions. Greenhill was not requested to opine as to, and its opinion did not in any manner address, the underlying business decision to proceed with or effect the merger or any related transactions. Greenhill's opinion is not and did not constitute a recommendation to the members of the QLT board of directors as to whether they should approve or take any other action in connection with the merger, any related transactions, the merger agreement, or related documents, nor did it constitute a recommendation as to how any shareholder should vote or act in connection with the merger, any related transactions or otherwise.

        For purposes of its opinion, Greenhill, among other things:

•

reviewed a draft, dated June 12, 2016, of the merger agreement;



•

reviewed certain publicly available financial statements of, and certain other publicly available business, operating and financial information relating to, each of Aegerion and QLT that Greenhill deemed relevant;



•

reviewed certain information prepared by Aegerion management and QLT management, including (i) with respect to Aegerion, financial forecasts and other financial and operating data prepared or provided by Aegerion management (such forecasts and other data, the "Aegerion Forecasts"), and an alternative version of the Aegerion Forecasts reflecting lower financial performance than the Aegerion Forecasts prepared or provided by QLT management and third-party consultants to QLT (such alternative forecasts and other data, the "Adjusted Aegerion Forecasts"), which Adjusted Aegerion Forecasts Greenhill was directed by QLT to utilize in its

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analyses, and (ii) with respect to QLT, probability-weighted financial forecasts and other financial and operating data prepared or provided by QLT management and third-party consultants to QLT (such forecasts and other data, the "QLT Forecasts"), which QLT Forecasts Greenhill was directed by QLT to utilize in its analyses;

•

discussed the past and present operations and financial condition and the prospects of Aegerion and QLT with the respective senior executives of Aegerion and QLT;



•

reviewed the historical market prices and trading activity for Aegerion common stock and QLT common shares and analyzed their respective implied valuation multiples and historical exchange ratios;



•

analyzed the trading valuations of certain publicly traded companies that Greenhill deemed relevant to Aegerion;



•

compared the purchase prices and implied multiples paid, to the extent publicly available, in certain transactions that Greenhill deemed relevant to the merger;



•

analyzed the valuation derived by discounting future cash flows and a terminal value of each of Aegerion and QLT at discount rates Greenhill deemed appropriate;



•

participated in discussions and negotiations among representatives of Aegerion and its legal and financial advisors and representatives of QLT and its legal advisors; and



•

performed such other analyses and considered such other factors as Greenhill deemed appropriate.

        Greenhill assumed and relied upon, without independent verification, the accuracy and completeness of the information publicly available, supplied or otherwise made available to Greenhill by representatives and managements of QLT and Aegerion for the purposes of its opinion and further relied upon the assurances of the representatives and managements of QLT and Aegerion that they were not aware of any facts or circumstances that would make such information inaccurate, incomplete or misleading. With respect to the Aegerion Forecasts (to the extent reflected in the Adjusted Aegerion Forecasts) that were furnished or otherwise provided to Greenhill, Greenhill assumed that they were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of Aegerion as to the matters reflected therein. With respect to the Adjusted Aegerion Forecasts that Greenhill was directed to utilize in its analyses, Greenhill assumed that they were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of and third-party consultants to QLT as to the matters reflected therein, and Greenhill relied upon the Adjusted Aegerion Forecasts in arriving at its opinion based on the assessments of such management and consultants as to the relative likelihood of achieving the financial results reflected in the Aegerion Forecasts and Adjusted Aegerion Forecasts. With respect to the QLT Forecasts that Greenhill was directed to utilize in its analyses, Greenhill assumed that they were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of and third-party consultants to QLT as to the matters reflected therein, and Greenhill relied upon the QLT Forecasts in arriving at its opinion. Greenhill expressed no opinion with respect to the Aegerion Forecasts, the Adjusted Aegerion Forecasts, the QLT Forecasts or the assumptions upon which they were based.

        Greenhill relied upon the assessments of the representatives and managements of QLT and Aegerion as to, among other things, (i) the timing and financial and other terms of certain related transactions contemplated to be undertaken in connection with the merger, including, without limitation, the proposed private placement by QLT of shares of QLT common stock to the Investors, the distribution or sale by QLT to its shareholders and such Investors of Warrants to purchase shares of QLT common stock under certain circumstances and the provision by QLT to Aegerion of a secured line of credit, (ii) the potential impact on Aegerion and QLT of pending or anticipated litigation,

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claims, investigations, changes in regulatory policies or enforcement and similar matters, including the likelihood, amount and timing of the potential settlement thereof, and, in the case of Aegerion, certain going concern issues, material weaknesses in financial reporting controls and procedures and the default and current forbearance under its existing credit facility, (iii) the potential impact on Aegerion and QLT of market, competitive and other trends in and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the biopharmaceutical and biotechnology industries, (iv) the validity of, and risks associated with, QLT's and Aegerion's products and/or product candidates, related uses and indications, and intellectual property (including, without limitation, the timing and probability of successful development, commercialization and marketing of such products and product candidates, approval thereof or other actions by appropriate governmental authorities, the validity and duration of related patents and licenses and the potential impact of generic competition), (v) existing and future commercial relationships, agreements and arrangements of Aegerion and QLT and (vi) the ability to integrate the businesses and operations of QLT and Aegerion. Greenhill assumed that there would be no developments with respect to any such matters or adjustments to the equity exchange ratio that would have a material adverse effect on Aegerion, QLT, the merger or any related transactions or that would otherwise be meaningful in any respect to Greenhill's analyses or opinion.

        Greenhill did not make any independent valuation or appraisal of the assets or liabilities (contingent, accrued, off-balance sheet, derivative or otherwise) of Aegerion, QLT or any other entity, nor was Greenhill furnished with any such appraisals. Greenhill undertook no independent analysis of any potential or actual litigation, claims, investigations or similar matters involving Aegerion, QLT or any other entity. Greenhill relied solely on the respective representatives and managements of Aegerion and QLT with respect to such matters and assumed that appropriate indemnification arrangements or other provisions were or would be made in respect of such matters. Greenhill also did not evaluate the solvency or fair value of Aegerion, QLT or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Greenhill assumed that the merger and related transactions would be consummated in accordance with their respective terms, without waiver, modification or amendment of any material terms or conditions set forth in the merger agreement or related documents, and that the merger and related transactions would be consummated in accordance with all applicable laws, documents and other requirements. Greenhill further assumed that the final, executed merger agreement would be identical in all material respects to the draft thereof Greenhill reviewed. Greenhill also assumed that all material governmental, regulatory and other consents and approvals necessary for the consummation of the merger and related transactions would be obtained without any effect on Aegerion, QLT, the merger or related transactions in any respect meaningful to Greenhill's analyses or opinion. Greenhill's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Greenhill as of, the date of its opinion. It should be understood that subsequent developments may affect Greenhill's opinion, and Greenhill does not have any obligation to update, revise, or reaffirm its opinion.

        Greenhill did not express any opinion as to any terms, aspects or implications of the merger (other than the equity exchange ratio as expressly specified in such opinion) or related transactions, including the form or structure of the merger, the form, structure or financial or other terms of any related transactions, any adjustments to the equity exchange ratio, any voting, investment, warrant or loan agreement or any other agreement, arrangement or understanding to be entered into in connection with the merger, any related transactions or otherwise. Greenhill expressed no opinion as to the prices at which shares of Aegerion common stock, QLT common stock or any other securities of Aegerion or QLT would trade or otherwise be transferable at any time. Greenhill expressed no opinion with respect to the amount or nature of any compensation or other consideration to any officers, directors or employees of any party to the merger or related transactions, or any class of such persons, relative to the equity exchange ratio or otherwise or with respect to the fairness of any such compensation. Greenhill also expressed no opinion regarding matters that require legal, regulatory, accounting, tax or other similar professional advice and Greenhill assumed that opinions, counsel and interpretations

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regarding such matters were or would be obtained from appropriate professional sources. The issuance of Greenhill's opinion was approved by Greenhill's fairness committee. Except as described in this summary, the QLT board of directors imposed no other instructions or limitations on the investigations made or procedures followed by Greenhill in rendering its opinion.

        The following is a summary of the material financial analyses provided by Greenhill in connection with its opinion, dated June 13, 2016, to the QLT board of directors. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Greenhill, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Greenhill. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Greenhill. In calculating an implied exchange ratio reference range as reflected in the discounted cash flow analyses described below, Greenhill (i) compared the low-end of the approximate implied per share equity value reference range derived for Aegerion from such analyses to the high-end of the approximate implied per share equity value reference range derived for QLT from such analyses in order to calculate the low-end of the implied exchange ratio reference range resulting from such analyses and (ii) compared the high-end of the approximate implied per share equity value reference range derived for Aegerion from such analyses to the low-end of the approximate implied per share equity value reference range derived for QLT from such analyses in order to calculate the high-end of the implied exchange ratio reference range resulting from such analyses. The equity exchange ratio was calculated based on the volume-weighted average prices of Aegerion common stock and QLT common stock over the five-day period ended June 10, 2016.

        Discounted Cash Flow Analyses.     Greenhill performed separate discounted cash flow analyses of Aegerion and QLT by calculating the estimated present value of the standalone unlevered, after-tax free cash flows that Aegerion and QLT were forecasted to generate during the fiscal years ending December 31, 2016 (adjusted to reflect a June 30, 2016 present value date) through, in the case of Aegerion, December 31, 2022 based on the Adjusted Aegerion Forecasts and, in the case of QLT, December 31, 2030 based on the QLT Forecasts. For purposes of these analyses, potential tax savings expected to be realized through the utilization of Aegerion's and QLT's net operating loss carryforwards on a standalone basis were taken into account based on the Adjusted Aegerion Forecasts and the QLT Forecasts. Greenhill calculated terminal values for Aegerion and QLT by applying to Aegerion's and QLT's respective standalone unlevered, after-tax free cash flows for the fiscal year ending, in the case of Aegerion, December 31, 2022 and, in the case of QLT, December 31, 2030 a selected range of perpetuity growth rates of (6.0%) to (4.0%) and (70.0%) to (60.0%), respectively. The present values (as of June 30, 2016) of Aegerion's and QLT's respective cash flows and terminal values were then calculated using a selected discount rate range of, in the case of Aegerion, 14.5% to 15.5% and, in the case of QLT, 17.5% to 22.5%. These analyses indicated approximate implied equity value reference ranges of $1.90 to $3.56 per share for Aegerion and $2.07 to $3.50 per share for QLT.

        Utilizing the approximate implied equity value reference ranges derived for Aegerion and QLT described above, Greenhill calculated the following implied exchange ratio reference range, as compared to the equity exchange ratio:

        Selected Public Companies Analysis.     Greenhill reviewed publicly available financial and stock market information of Aegerion and the following four selected publicly traded companies in the

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pharmaceutical industry with an orphan-designated commercial product, collectively referred to as the selected companies:

•

Corcept Therapeutics Incorporated

•

Raptor Pharmaceutical Corp.

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Retrophin, Inc.

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Theratechnologies Inc.

        Greenhill reviewed, among other things, enterprise values of the selected companies, calculated as fully-diluted equity values based on closing stock prices on June 10, 2016 plus debt, preferred stock and minority interests (as applicable) and less cash and cash equivalents, as a multiple of calendar year 2016 estimated revenue. Financial data of the selected companies were based on publicly available research analysts' consensus estimates, public filings and other publicly available information and calendarized to a December 31 year-end as necessary for comparative purposes. Financial data of Aegerion was based on publicly available research analysts' consensus estimates, public filings, other publicly available information and the Adjusted Aegerion Forecasts.

        The overall low to high calendar year 2016 estimated revenue multiples observed for the selected companies were 3.6x to 8.2x (with a mean of 4.8x and a median of 3.7x). Greenhill noted that the calendar year 2016 estimated revenue multiple observed for Aegerion, based on publicly available research analysts' consensus estimates, was 2.4x. Greenhill then applied a selected range of calendar year 2016 estimated revenue multiples of 2.5x to 3.0x derived from the selected companies to corresponding data of Aegerion based on the Adjusted Aegerion Forecasts. This analysis indicated an approximate implied equity value reference range for Aegerion of $0.95 to $3.22 per share, as compared to the closing price of Aegerion common stock on June 10, 2016 of $1.37 per share and the volume-weighted average price of Aegerion common stock over the five-day period ended June 10, 2016 of $1.58 per share.

        No company used in this analysis is identical or directly comparable to Aegerion. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Aegerion was compared.

        Selected Precedent Transactions Analysis.     Greenhill reviewed financial data relating to the following seven selected transactions with transaction values of less than $1.5 billion in the pharmaceutical industry involving target companies with orphan-designated products or commercial-stage assets:

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        Greenhill reviewed, among other things, transaction values, calculated as the purchase prices paid for the target companies (including contingent payments and less net cash, as applicable, in the case of the Cubist Pharmaceuticals, Inc./Optimer Pharmaceuticals, Inc. and Valeant Pharmaceuticals International, Inc./QLT Inc. (Visudyne) transactions), of the selected transactions as a multiple of such target companies' latest 12 months revenue (or, when latest 12 months revenue was not available, next 12 months or forward year revenue or revenue during the fiscal year in which the transaction was announced). Financial data of the selected transactions were based on public filings and other publicly available information and, in the case of the Aegerion Pharmaceuticals, Inc./AstraZeneca plc (MYALEPT) transaction, financial data provided by Aegerion management. Financial data of Aegerion was based on the Adjusted Aegerion Forecasts.

        The overall low to high latest 12 months revenue (or other applicable period as noted above) multiples observed for the selected transactions were 3.5x to 18.7x (with a mean of 9.3x and a median of 8.9x). Greenhill then applied a selected range of latest 12 months revenue (or other applicable period as noted above) multiples of 2.5x to 4.0x derived from the selected transactions to Aegerion's calendar year 2016 estimated revenue. This analysis indicated an approximate implied equity value reference range for Aegerion based on calendar year 2016 estimated revenue of $0.95 to $7.70 per share, as compared to the closing price of Aegerion common stock on June 10, 2016 of $1.37 per share and the volume-weighted average price of Aegerion common stock over the five-day period ended June 10, 2016 of $1.58 per share.

        No company, asset or transaction used in this analysis is identical or directly comparable to Aegerion, its assets or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values for the companies, assets or transactions to which Aegerion or the merger was compared.

        Informational Factors.     Greenhill noted certain factors that were not considered part of Greenhill's financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

•

publicly available one-year forward Wall Street research analysts' stock price targets for Aegerion common stock and QLT common stock, which indicated target stock price ranges for (i) Aegerion common stock of $2.00 to $13.00 per share, as compared to the closing price of Aegerion common stock on June 10, 2016 of $1.37 per share and the volume-weighted average price of Aegerion common stock over the five-day period ended June 10, 2016 of $1.58 per share, and (ii) QLT common stock of $2.70 to $2.75 per share, as compared to the closing price of QLT common stock on June 10, 2016 of $1.50 per share and the volume-weighted average price of QLT common stock over the five-day period ended June 10, 2016 of $1.54 per share; and



•

historical exchange ratios of Aegerion common stock and QLT common stock over the latest 12 months (as of June 10, 2016), which indicated overall low to high implied exchange ratios during such 12-month period of 0.91x to 7.84x (with an average implied exchange ratio of 4.60x), as compared to the exchange ratio as of June 10, 2016 based on the closing prices of Aegerion common stock and QLT common stock on June 10, 2016 of 0.91x and the equity exchange ratio of 1.0256x.

Miscellaneous

        As noted above, the discussion set forth above is a summary of the material financial analyses provided by Greenhill to the QLT board of directors in connection with its opinion and certain informational factors considered and is not a comprehensive description of all analyses undertaken or

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factors considered by Greenhill in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Greenhill believes that the analyses summarized above must be considered as a whole. Greenhill further believes that selecting portions of its analyses or factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of such analyses or factors, could create a misleading or incomplete view of the processes underlying Greenhill's analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

        In performing its analyses, Greenhill considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of QLT and Aegerion. The estimates of the future performance of QLT and Aegerion in or underlying Greenhill's analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Greenhill's analyses. These analyses were prepared solely as part of Greenhill's analysis of the fairness, from a financial point of view, to QLT of the equity exchange ratio and were provided to the QLT board of directors in connection with the delivery of Greenhill's opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be Greenhill's view of the actual value of QLT or Aegerion.

        The type and amount of consideration payable in the merger were determined through negotiations between QLT and Aegerion, and was approved by the QLT board of directors. The decision to recommend and to enter into the merger agreement was solely that of the QLT board of directors. As described above, Greenhill's opinion and analyses were only one of many factors considered by the QLT board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the QLT board of directors, management or any other party with respect to the merger, any related transactions or the equity exchange ratio.

        In connection with Greenhill's engagement, QLT has agreed to pay Greenhill for its financial advisory services in connection with the merger an aggregate fee of $4 million, of which a portion was payable in connection with the delivery of Greenhill's opinion and $3 million is payable contingent upon consummation of the merger. QLT also has agreed to indemnify Greenhill for certain liabilities arising out of Greenhill's engagement, including liabilities under the federal securities laws, and to reimburse Greenhill for expenses incurred in connection with such engagement.

        As the QLT board of directors was aware, Greenhill in the past has provided, currently is providing and in the future may provide investment banking services to QLT and its affiliates unrelated to the proposed merger, for which services Greenhill has received and expects to receive compensation, including, during the two-year period preceding the date of Greenhill's opinion, having acted or acting as financial advisor to QLT and/or its affiliates in connection with certain mergers and acquisitions, investment transactions and strategic review matters. During such two-year period, Greenhill received aggregate fees for such financial advisory services unrelated to the proposed merger of approximately $6.9 million from QLT and/or its affiliates. As the QLT board of directors also was aware, during the two-year period preceding the date of Greenhill's opinion, Greenhill was not engaged by and did not provide any investment banking services to or receive any compensation from Aegerion, although Greenhill may provide such services to Aegerion and/or its affiliates in the future for which Greenhill would expect to receive compensation.

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Recommendation of the Aegerion Board of Directors; Aegerion's Reasons for the Merger

         The Aegerion board of directors, after considering various reasons described herein and below, determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger and specific compensatory arrangements between Aegerion and its named executive officers, are advisable, fair to and in the best interests of Aegerion and its stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Aegerion board of directors recommends that you vote "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to approve, on an advisory, nonbinding basis, specific compensatory arrangements between Aegerion and its named executive officers related to the merger and "FOR" the proposal to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Aegerion special meeting to adopt the merger agreement.

        In evaluating the merger, the Aegerion board of directors consulted with members of Aegerion management and legal and financial advisors, and in reaching its decision to approve the merger agreement and recommend its adoption by Aegerion's stockholders, the Aegerion board of directors considered a substantial amount of information and a number of reasons that it believes support its decision to enter into the merger agreement, including, but not limited to, the following material reasons (not necessarily in order of relative importance):

•

that Aegerion has faced a number of significant operational challenges, including declining revenue from JUXTAPID in the U.S., from which it generates substantially all of its revenues, government investigations, litigation and employee departures, in addition to carrying significant indebtedness that matures in 2019, and that, without the merger and the interim financing provided by QLT to Aegerion or another source of financing, Aegerion would face increasingly significant financial challenges;



•

the oral opinion of J.P. Morgan delivered to the Aegerion board of directors, which was confirmed by delivery of a written opinion dated June 14, 2016, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing the opinion, the equity exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Aegerion common stock, as more fully described below under the caption "—Opinion of Aegerion's Financial Advisor" beginning on page 78. The full text of the written opinion of J.P. Morgan, dated June 14, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken in rendering the opinion, is attached as Annex C to this joint proxy statement/prospectus;



•

recognition, with advice from its financial advisor, that raising funds in the capital markets likely would be substantially dilutive to existing Aegerion stockholders and that Aegerion might not be able to raise sufficient funds to meaningfully address near term financial challenges;



•

knowledge of Aegerion's business, operations, financial condition and prospects, including those set forth above, as well as an assessment of QLT's business, particularly QLT091001, and financial condition, taking into account the results of Aegerion's due diligence review of QLT;



•

that none of the parties contacted by Aegerion's financial advisor expressed interest in pursuing a transaction with Aegerion, and none of the parties that independently contacted Aegerion proposed a transaction competitive with the merger;



•

belief, with input from Aegerion management, that the value offered to Aegerion stockholders in the proposed transaction with QLT is more favorable to Aegerion stockholders than the potential value of remaining an independent public company;

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•

the long-term and recent historical trading price ranges with respect to shares of Aegerion common stock and QLT common shares;



•

the complementary nature of Aegerion's business and operations and QLT's business and operations, including the significant value creation opportunity in leveraging Aegerion's expertise in the development and commercialization of therapies to treat rare diseases in the development of QLT's synthetic retinoid, QLT091001;



•

that Novelion would be a larger, more diversified company than either Aegerion or QLT on its own;



•

that Aegerion has only two commercial products, lomitapide and metreleptin, and that its current cash position limits its ability to acquire or invest in other indications, products, technologies or businesses;



•

the expectation that the merger would create a better capitalized organization with a lower cost of capital than a standalone Aegerion, which will, among other things, allow Novelion to pursue business development opportunities not otherwise available to QLT or Aegerion as standalone entities;



•

that the extensive turnover in the management and employees of Aegerion since mid-2015, which turnover has included the appointment of a new chief executive officer, a new chief financial officer and a new general counsel, and resignations by other key employees who have not been replaced, and that a determination by Aegerion to proceed on a standalone basis could involve further turnover in Aegerion's employee base, potentially destabilizing the business;



•

that the interim financing provided by QLT in connection with the execution of the merger agreement satisfies Aegerion's immediate need for working capital financing on terms more favorable to Aegerion than were otherwise available to the company, and that QLT would not have provided such financing absent Aegerion's entry into the merger agreement;



•

that certain QLT shareholders and Aegerion stockholders have agreed to subscribe for QLT common shares and Warrants with an aggregate subscription price of approximately $22 million immediately prior to the closing of the merger, which will further enhance the balance sheet of Novelion following the merger;



•

that the structure of the proposed transaction with QLT would not constitute a fundamental change triggering a repurchase obligation under the indenture governing the Aegerion Notes;



•

that certain QLT Voting Shareholders who beneficially own approximately 26.3% of the QLT common shares deemed to be outstanding as of September 20, 2016 and the Aegerion Voting Stockholders who beneficially own approximately 23.8% of the shares of Aegerion common stock deemed to be outstanding as of September 20, 2016 entered into the QLT Voting Agreements and the Aegerion Voting Agreement with Aegerion and QLT, respectively, pursuant to which they agreed to support the transactions contemplated by the merger agreement;



•

that the merger agreement provided sufficient flexibility for the Aegerion board of directors to change its recommendation that Aegerion stockholders adopt the merger agreement in the case of a superior proposal or material unforeseen intervening event;



•

that the equity exchange ratio of 1.0256 QLT common shares for each share of Aegerion common stock is fixed and will not fluctuate based upon changes in the market price between the date of the merger agreement and the date of completion of the merger;



•

that Aegerion stockholders will hold approximately 33% of the common shares of Novelion, on a fully diluted basis, upon completion of the merger and the contemporaneous private placement and will, therefore, have the opportunity to participate in the future performance of Novelion;