NVLN Novelion Therapeutics Inc

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As filed with the Securities and Exchange Commission on October 21, 2016

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

QLT INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

(State or Other Jurisdiction of Incorporation or Organization)

Not Applicable

(I.R.S. Employer Identification Number)

887 Great Northern Way, Suite 250
Vancouver, British Columbia

Canada V5T 4T5
(604) 707-7000

(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)

Dori C. Assaly
Senior Vice President, Legal and Corporate Secretary
QLT INC.
887 Great Northern Way, Suite 250
Vancouver, British Columbia

Canada V5T 4T5
(604) 707-7000

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale to public:  From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (“Exchange Act”). (Check one):

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The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

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·                                           Aegerion’s Current Reports on Form 8-K filed on January 11, 2016, February 3, 2016 and amended on February 17, 2016, February 11, 2016, February 29, 2016, March 10, 2016, March 22, 2016, May 12, 2016, June 1, 2016, June 15, 2016, July 5, 2016, July 20, 2016, August 8, 2016, October 3, 2016 and October 20, 2016.

We also incorporate by reference the information contained in all other documents we and Aegerion file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than portions of these documents that are deemed to have been furnished and not filed in accordance with SEC rules, including current reports on Form 8-K furnished under Item 2.02 and Item 7.01 (including any financial statements of exhibits relating thereto furnished pursuant to Item 9.01)) (i) after the date of the initial registration statement and prior to effectiveness of the registration statement, and (ii) after the date of this prospectus and prior to the termination of this offering. The information contained in any such document will be considered part of this prospectus from the date the document is filed with the SEC.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We undertake to provide without charge to any person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon oral or written request of such person, a copy of any or all of the documents that have been incorporated by reference in this prospectus, other than exhibits to such other documents (unless such exhibits are specifically incorporated by reference therein). Requests for such copies should be directed to:

QLT INC.
887 Great Northern Way, Suite 250
Vancouver, British Columbia
Canada V5T 4T5
(604) 707-7000
Attn: Investor Relations

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·                   the ability to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners;

·                   the impact of legislative, regulatory, competitive and technological changes, including changes in tax laws or interpretations that could increase our consolidated tax liabilities, including the risk that we may be treated as a domestic corporation for U.S. federal income tax purposes following the Merger;

·                   risks associated with the timing, cost, regulatory approvals and development of our technology and clinical trials;

·                   existing governmental laws and regulations and changes in, or the failure to comply with, governmental laws and regulations;

·                   the scope, validity and enforceability of our and third party intellectual property rights;

·                   the anticipated timing for receipt of, and our ability to obtain and, if applicable, maintain, orphan drug designations and/or qualification as a new chemical entity for our synthetic retinoid;

·                   any earn-out payments and other contingent consideration due in connection with acquisitions;

·                   our ability to effectively market and sell any future products;

·                   changes in estimates of prior years’ tax items and results of tax audits by tax authorities;

·                   unanticipated future operating results; and

·                   the other factors that are described under “Risk Factors” below and the risk factors set forth in any prospectus supplement and in the documents incorporated by reference herein and therein, and any other risk factors as detailed from time to time in our reports filed with the SEC, which you are encouraged to review.

For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this prospectus, any prospectus supplement or any document incorporated by reference herein. Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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OUR COMPANY

We are a biotechnology company dedicated to the development and commercialization of innovative ocular products that address the unmet medical needs of patients and clinicians worldwide. We are focused on developing our synthetic retinoid (“ QLT091001 ”), for the treatment of certain age-related and inherited retinal diseases caused by retinal pigment epithelium protein 65 (“ RPE65 ”) and lecithin: retinol acyltransferase (“ LRAT ”) gene mutations.

We are currently investigating QLT091001 for the treatment of inherited retinal disease caused by RPE65 and LRAT mutations, which indication comprises Leber Congenital Amaurosis and Retinitis Pigmentosa. We are currently working towards initiating a pivotal, Phase 3 multi-center, placebo-controlled and double-blinded clinical study for this indication. The objective of this study will be to further evaluate the efficacy (with particular reference to changes in visual field and visual acuity) and safety of QLT091001, with a goal of supporting future application for full approval of QLT091001 for this indication to the European Medicines Agency and the U.S. Food and Drug Administration (the “ FDA ”).

This prospectus incorporates important business and financial information about us from other documents that are incorporated by reference; see the section entitled “Where You Can Find Additional Information; Incorporation of Certain Documents by Reference.”

Corporate Information

We are a corporation incorporated under the laws of British Columbia and headquartered in Vancouver, British Columbia, Canada. Our principal executive office is located at 887 Great Northern Way, Suite 250, Vancouver, B.C., Canada, V5T 4T5. Our telephone number at our principal executive office is (604) 707-7000. Our corporate website is www.qltinc.com. The information on our corporate website is not part of, and is not incorporated by reference into, this prospectus.

AEGERION

Aegerion, a Delaware corporation, is a biopharmaceutical company dedicated to the development and commercialization of innovative therapies for patients with debilitating rare diseases.

Aegerion’s first product, lomitapide, received marketing approval under the brand name JUXTAPID® (lomitapide) capsules (“ JUXTAPID ”), from the FDA on December 21, 2012, as an adjunct to a low-fat diet and other lipid-lowering treatments, including low-density lipoprotein apheresis where available, to reduce low-density lipoprotein cholesterol, total cholesterol, apolipoprotein B and non-high-density lipoprotein cholesterol in adult patients with homozygous familial hypercholesterolemia (“ HoFH ”). Aegerion launched JUXTAPID in the United States in late January 2013. In July 2013, Aegerion received marketing authorization for lomitapide in the European Union (the “EU”), under the brand name LOJUXTA® (lomitapide) hard capsules, as a treatment for adult patients with HoFH. Lomitapide is also approved for the treatment of adult HoFH in Mexico, Canada, Taiwan, South Korea, Japan and a small number of other countries. Pricing and reimbursement approval has not yet been received in many of the countries in which the product is approved. As a result of the failure to obtain pricing and reimbursement approval and other factors, in July 2016, Aegerion announced its intent to withdraw lomitapide from the EU and certain other global markets. Lomitapide is also sold on a named patient basis in Brazil and in a limited number of other countries as a result of the approval of lomitapide in the United States or the EU.

Aegerion acquired its second product, metreleptin, from Amylin Pharmaceuticals, LLC (“ Amylin ”) and AstraZeneca Pharmaceuticals LP, an affiliate of Amylin, in January 2015. Metreleptin, a recombinant analog of human leptin, is currently marketed in the United States under the brand name MYALEPT® (metreleptin) for injection (“ MYALEPT ”). MYALEPT received marketing approval from the FDA in February 2014 as an adjunct to diet as replacement therapy to treat the complications of leptin deficiency in patients with congenital or acquired generalized lipodystrophy. Metreleptin is also sold on a named patient basis in Brazil and Argentina as a result of the approval of metreleptin in the United States.

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This prospectus incorporates important business and financial information about Aegerion from other documents that are incorporated by reference; see the section entitled “Where You Can Find Additional Information; Incorporation of Certain Documents by Reference.”

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class, would be subject to the take-over provisions of Canadian securities laws. The foregoing is a limited and general summary of certain aspects of applicable securities law in the provinces and territories of Canada, all in effect as of the date hereof.

In addition to those takeover bid requirements noted above, the acquisition of our common shares may trigger the application of statutory regimes including the Competition Act (Canada) (the “ Competition Act ”) and the Investment Canada Act (Canada) (the “ Investment Canada Act ”).

Limitations on the ability to acquire and hold our common shares may be imposed by the Competition Act. This legislation permits the Commissioner of Competition to review any acquisition of control over, or of a significant interest in, the Company. This legislation grants the Commissioner jurisdiction, for up to one year, to challenge this type of acquisition before the Competition Tribunal if the Commissioner believes that it would, or would be likely to, result in a substantial lessening or prevention of competition in any market in Canada.

This legislation also requires any person who intends to acquire our common shares to file a notification with the Competition Bureau if certain financial thresholds are exceeded, and that person (and its affiliates) would hold more than 20% of our common shares. If a person (and its affiliates) already owns 20% or more of our common shares, a notification must be filed when the acquisition would bring that person’s holdings over 50%. Where a notification is required, the legislation prohibits completion of the acquisition until the expiry of a statutory waiting period, unless the Commissioner provides written notice that he or she does not intend to challenge the acquisition.

There is currently no limitation imposed by Canadian law or our articles on the right of non-residents to hold or vote our common shares, other than those imposed by the Investment Canada Act.

The Investment Canada Act requires each individual, government or agency thereof, corporation, partnership, trust or joint venture that is a “non-Canadian” who acquires “control” (in each case as defined in the Investment Canada Act) of an existing Canadian business, where the establishment or acquisition is not a reviewable transaction, to file a notification with Industry Canada. The Investment Canada Act generally prohibits the implementation of a reviewable transaction unless, after review, the relevant minister is satisfied that the investment is likely to be of net benefit to Canada.

Under the Investment Canada Act, the acquisition of control of the Company (either through the acquisition of our common shares or of all or substantially all of our assets) by a non-Canadian who is a World Trade Organization member country investor, but not a state-owned enterprise, would be reviewable only if our enterprise value (as determined pursuant to the Investment Canada Act) exceeds CAD$600 million, which threshold will rise to CAD$800 million starting on April 24, 2017, to CAD$1 billion starting on April 24, 2019, and thereafter will increase on the basis of a formula prescribed under the Investment Canada Act to reflect changes in Canadian gross domestic product. If the acquisition of control of the Company is by a non-Canadian state-owned enterprise that is a World Trade Organization member country investor, the acquisition of control would be reviewable only if the value of our assets was equal to or greater than CAD$375 million for 2016, which threshold is subject to an annual adjustment on the basis of a formula prescribed under the Investment Canada Act to reflect changes in Canadian gross domestic product.

The acquisition of a majority of the voting interests of an entity or of a majority of the undivided ownership interests in the voting shares of an entity that is a corporation is deemed to be acquisition of control of that entity. The acquisition of less than a majority but one-third or more of the voting shares of a corporation or of an equivalent undivided ownership interest in the voting shares of the corporation is presumed to be acquisition of control of that corporation unless it can be established that, on the acquisition, the corporation is not controlled in fact by the acquirer through the ownership of voting shares. The acquisition of less than one-third of the voting shares of a corporation or of an equivalent undivided ownership interest in the voting shares of the corporation is deemed not to be acquisition of control of that corporation.

Other than in connection with a “national security” review, discussed below, certain transactions in relation to our common shares would be exempt from review from the Investment Canada Act, including:

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·                   acquisition of our common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities;

·                   acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Canada Act; and

·                   acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control of the Company, through the ownership of voting interests, remains unchanged.

Under the national security regime in the Investment Canada Act, review on a discretionary basis may also be undertaken by the federal government in respect of a much broader range of investments by a non-Canadian to “acquire, in whole or in part, or to establish an entity carrying on all or any part of its operations in Canada.” The relevant test is whether such an investment by a non-Canadian could be “injurious to national security.” The relevant minister has broad discretion to determine whether an investor is a non-Canadian and may be subject to national security review. Review on national security grounds is at the discretion of the federal government and may occur on a pre- or post-closing basis. The government has the power in a national security review to direct that the investment not be implemented, to direct that the investor provide undertakings or the investor implement the investment on prescribed terms or conditions and to order the investor to divest itself of the investment.

There is currently no law, governmental decree or regulation in Canada that restricts the export or import of capital, or which would affect the remittance of dividends, interest or other payments by the Company to non-resident holders of our common shares, other than withholding tax requirements.

Canadian Tax Matters

The following is a general summary of certain Canadian income tax consequences generally applicable to holders that are beneficial owners of common shares of the Company who, for purposes of the Income Tax Act (Canada) (the “ Tax Act ”), at all relevant times deal at arm’s length with and are not affiliated with the Company, are not resident or deemed resident in Canada, hold their shares as capital property, do not use or hold and are not deemed to use or hold their shares in or in the course of carrying on business in Canada, and are not insurers who carry on business in Canada and elsewhere.

This summary is based on the current provisions of the Tax Act and the regulations thereunder, all specific proposals to amend the Tax Act and those regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this document, referred to herein as the Proposed Amendments, and the Company’s understanding of the current administrative practices of the Canada Revenue Agency. This summary does not take into account Canadian provincial income tax laws or the income tax laws of any country other than Canada, or take into account or anticipate any other changes in law or practice. There can be no assurance that the Proposed Amendments will be enacted in the form proposed or at all.

This summary is of a general nature only, is not intended nor should it be construed to be legal or tax advice to any particular holder of the Company’s capital stock and in particular does not take into account or anticipate the specific circumstances of any particular holder or address tax considerations peculiar to any holder subject to special provisions of the Tax Act. Accordingly, prospective holders of the Company’s capital stock should consult their own tax advisors with respect to their particular circumstances.

Dividends paid or credited (or deemed to have been paid or credited) on the Company’s capital stock to a non-resident of Canada are generally subject to Canadian withholding tax. Under the Tax Act, the rate of withholding tax is 25% of the gross amount of such dividends, which rate may be subject to reduction under the provisions of a tax treaty between Canada and the country of which the holder is resident and entitled to the benefit thereof. Under the terms of the Canada-United States Income Tax Convention, 1980 (the “ Convention ”), the rate of non-resident withholding tax is generally reduced to 15% in the case of dividends paid or credited (or deemed to have been paid or credited) to a resident of the United States, within the meaning of the Convention, who is the beneficial owner of such

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dividends and entitled to the benefits under the Convention. In certain cases, the withholding rate under the Convention may be further reduced or eliminated.

Gains realized on the disposition of the Company’s capital stock by a non-resident of Canada will not generally be subject to tax under the Tax Act unless such capital stock is or is deemed to be “taxable Canadian property” within the meaning of the Tax Act and the non-resident is not entitled to relief under a tax treaty between Canada and the non-resident’s country of residence. The Company’s capital stock that is listed on a designated stock exchange (as defined in the Tax Act, which includes the NASDAQ and the TSX), will generally not be taxable Canadian property of the holder unless, at any time during the sixty-month period ending at the time of a disposition (i) any combination of (a) the holder, (b) persons with whom the holder did not deal at arm’s length, and (c) partnerships in which the holder or a person described in (b) holds an interest, directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of shares of the Company; and (ii) more than 50% of fair market value of the shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource property”, “timber resource property” (as defined in the Tax Act), or any option in respect of, or interest in such property, whether or not the property or properties exists. Notwithstanding the foregoing, shares may be deemed to be taxable Canadian property in certain circumstances.

Shareholder Rights Plan

We currently have no shareholder rights plan in place. The board of directors could adopt a shareholder rights plan at any future time, which plan must, pursuant to the rules of the TSX, be approved by shareholders within six months of its adoption.

Advance Notice Policy

We have an advance notice policy in place, adopted by our board of directors and ratified by our shareholders, pursuant to which, nominations for directors in addition to those presented by management for election at an annual or special meeting must be received the number of days in advance of the meeting specified in the policy. The purpose of the policy is to facilitate an orderly and efficient meeting at which shareholders may make an informed decision.

Listing

Our common shares are traded on the NASDAQ under the symbol QLTI and on the TSX under the symbol QLT.

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*Represents beneficial ownership of less than 1% of our outstanding common shares.

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proposed purchase of common shares to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling shareholders also may resell all or a portion of the common shares in open market transactions in reliance upon Rule 144 under the Securities Act; provided, that they meet the criteria and conform to the requirements of that rule.

The selling shareholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or warrants, or interests therein, may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the common shares may be deemed to be underwriting discounts and commissions under the Securities Act. Selling shareholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. Furthermore, pursuant to a requirement by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the maximum commission or discount to be received by a FINRA member or independent broker/dealer may not be greater than 8% of the gross proceeds received by the selling shareholders for the sale of any common shares being registered pursuant to Rule 415 under the Securities Act.

To the extent required, the common shares to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Securities Exchange Act may apply to sales of the common shares in the market and to the activities of the selling shareholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the common shares against certain liabilities, including liabilities arising under the Securities Act.

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2.                                       That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.                                       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4.                                       That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

i.                                         Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

ii.                                      Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided , however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

5.                                       That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.                                         Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.                                      Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.                                   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.                                  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

6.                                       The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the

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securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

7.                                       Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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