NVLN Novelion Therapeutics Inc

Notice of Annual General Meeting of Shareholders to be held on June 28, 2017

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Annual Meeting") of shareholders of Novelion Therapeutics Inc. ("Novelion" or the "Company") will be held at Boardroom 444 at the Sheraton Gateway Hotel in Toronto International Airport, Terminal 3, Toronto AMF, Toronto, Ontario on Wednesday, June 28, 2017 at 8:30 AM (Eastern Time)/ 5:30 AM (Pacific Time) for the following purposes, each of which is described in more detail in the accompanying Proxy Statement (the "Proxy Statement"):

1.

To receive the Annual Report on Form 10-K, and the Audited Consolidated Financial Statements of Novelion for the year ended December 31, 2016, together with the Report of the Independent Registered Chartered Accountants on those Financial Statements.

2.

To elect nine directors (the "Directors") to serve for the ensuing year.

3.

To approve the appointment of Deloitte & Touche LLP as independent auditors of Novelion for the ensuing year and to authorize the Audit Committee of the Board of Directors to fix the remuneration to be paid to the auditors.

4.

To conduct an advisory (non-binding) vote to approve the compensation of our named executive officers.

5.

To conduct an advisory (non-binding) vote on the frequency of the advisory vote to approve the compensation of our named executive officers.

6.

To approve an ordinary resolution to adopt the amended and restated Novelion 2017 Equity Incentive Plan (as amended from time to time, the "2017 Plan").

7.

To approve an ordinary resolution to adopt the 2017 Employee Stock Purchase Plan ("ESPP").

8.

To transact such other business as may properly come before the Annual Meeting, or at any adjournments or postponements thereof.

You are entitled to receive notice of and attend the Annual Meeting, and may vote at the Annual Meeting, if you are a shareholder of Novelion at the close of business on May 10, 2017, which we refer to as the "record date." If you are a registered shareholder on the record date and you are unable to attend the Annual Meeting in person, you may vote by proxy on the matters to be considered at the Annual Meeting. Please read the notes accompanying the Instrument of Proxy enclosed with these materials and then follow the instructions for voting by proxy contained in this Proxy Statement. If on May 10, 2017, your shares in Novelion were held of record in your brokerage firm, securities dealer, trust company, bank or another similar organization, you may vote at the Annual Meeting if you complete a voting information form obtained from that organization issued in your name and carefully follow any instructions that are provided to you in connection with that voting information form, or if you follow the instructions contained in this Proxy Statement for submitting another form of written documentation to appoint yourself, or your nominee, as a proxyholder.

In order for it to be voted at the Annual Meeting, a proxy must be received (whether delivered by mail, telephone or Internet) by no later than 8:30 AM (Eastern Time)/5:30 AM (Pacific Time) on Tuesday, June 27, 2017 by our registrar and transfer agent, Computershare Investor Services Inc., Attn: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, telephone number: 1-866-732-VOTE (8683), website: www.investorvote.com . The Chairman of the Annual Meeting may determine, in his sole discretion, to accept or reject an Instrument of Proxy that is delivered in person to the Chairman at the Annual Meeting as to any matter in respect of which a vote has not already been cast.  

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The enclosed Instrument of Proxy is solicited by our Board of Directors and management, but you may amend it if you wish by striking out the names listed in the Instrument of Proxy and inserting in the space provided the name of the person you wish to represent you at the Annual Meeting.

DATED at Vancouver, British Columbia, this 1st day of May, 2017.

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BY ORDER OF THE BOARD OF DIRECTORS

Mary Szela
Chief Executive Officer

Whether or not you plan to attend the Annual Meeting, please communicate your vote in accordance with the instructions in the Proxy Statement and the enclosed Instrument of Proxy (or voting information form) as soon as possible. If you are able to attend the Annual Meeting and wish to vote your shares in person, you may do so at any time before the proxy is exercised.

Important Notice Regarding the Availability of Proxy Materials

This Proxy Statement and our Annual Report for the fiscal year ended December 31, 2016 are available at http://materials.proxyvote.com/67001K .

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NOVELION THERAPEUTICS INC.
887 Great Northern Way, Suite 250
Vancouver, British Columbia, V5T 4T5

PROXY STATEMENT FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, JUNE 28, 2017

        We are providing you this Notice of Annual General Meeting and Proxy Statement, together with the enclosed Instrument of Proxy, because we are soliciting your proxy to vote at our Annual General Meeting of shareholders to be held on Wednesday, June 28, 2017 (the "Annual Meeting"). This Proxy Statement contains information about the matters being voted on at the Annual Meeting and important information about Novelion. Unless otherwise stated, information in this Proxy Statement is given as of April 18, 2017. As many of our shareholders are expected to be unable to attend the Annual Meeting in person, proxies are solicited, to give each shareholder an opportunity to vote on all matters that will properly come before the Annual Meeting. Novelion intends to mail this Proxy Statement and accompanying Instrument of Proxy or voting information form ("VIF"), as applicable, on or about May 18, 2017 to all shareholders of record as of the close of business on May 10, 2017, which we refer to as the "record date."

        We use a number of abbreviations in this Proxy Statement. We refer to Novelion Therapeutics Inc. as "Novelion" or "the Company," "we," "us" or "our" and to our board of directors as the "Board" or the "Board of Directors." The term "proxy solicitation materials" includes this Proxy Statement and the enclosed Instrument of Proxy or VIF, as applicable. References to "2016" and "2017" mean our 2016 fiscal year which began on January 1, 2016 and ended on December 31, 2016 and our 2017 fiscal year which began on January 1, 2017 and will end on December 31, 2017, respectively. Our Annual General Meeting of Shareholders to be held on Wednesday, June 28, 2017 is referred to as the "Annual Meeting" or the "Meeting." References in this Proxy Statement to the Annual Meeting include any adjournment or postponement of the Annual Meeting.

        At our 2016 annual general meeting of shareholders held on June 17, 2016, the six incumbent directors of Novelion were re-elected to serve on the Board for the ensuing year, or until their earlier resignation or removal as follows: Mr. Jason Aryeh, Dr. Geoffrey Cox, Dr. John Kozarich, Mr. Jeffrey Meckler, Dr. Stephen Sabba and Mr. John Thomas, Jr. (hereinafter referred to as the "Pre-Merger Board"). On June 14, 2016, we entered into an agreement and plan of merger (the "Merger Agreement") with Aegerion Pharmaceuticals, Inc. ("Aegerion") and Isotope Acquisition Corp., a wholly-owned subsidiary of Novelion ("Isotope"), pursuant to which Aegerion would merge with and into Isotope and become a wholly-owned subsidiary of Novelion (the "Merger"). Under the Merger Agreement, the parties agreed that on completion of the Merger, the Board would initially consist of ten individuals until the Annual Meeting, comprised of four individuals designated by Novelion, four individuals designated by Aegerion, one individual designated by Broadfin Capital, LLC ("Broadfin Capital") and one individual designated by Sarissa Capital Management LP ("Sarissa Capital"), the latter two individuals to be subject to the reasonable approval of the Novelion and Aegerion boards. Mr. Kevin Kotler was designated by Broadfin Capital and Dr. Jorge Plutzky was designated by Sarissa Capital. The right of each of Broadfin Capital and Sarissa Capital to designate a director to the Board expires as of the Annual Meeting. At a special meeting of shareholders of the Company held on November 7, 2016, Mr. Sandford Smith, Mr. Donald Stern, Ms. Mary Szela and Ms. Anne VanLent, each a former director of Aegerion, were elected to the Board of Novelion, subject to and conditional upon the completion of the Merger. On November 29, 2016, the Merger was completed and Mr. Smith, Mr. Stern, Ms. Szela and Ms. VanLent joined the Board, and Dr. Kozarich and Mr. Meckler resigned from the Board and were replaced by Mr. Kotler and Dr. Plutzky. As a result, on November 29, 2016, the Board was comprised of the following ten individuals: Mr. Aryeh, Dr. Cox, Mr. Kotler, Dr. Plutzky, Dr. Sabba, Mr. Smith, Mr. Stern, Ms. Szela, Mr. Thomas and Ms. VanLent (hereinafter referred to as the "Post-Merger Board"). Pursuant to the Merger Agreement, until the date which is three business days following the Annual Meeting, Sarissa Capital has the right to appoint an additional designee who is reasonably acceptable to the Board. References to the "Board" in this Proxy Statement are referring to the "Pre-Merger Board" or the "Post-Merger Board", as context may require. On March 30, 2017, Sandford Smith resigned from the Board and Dr. Mark Corrigan was appointed to the Board; as a result, references to the Board or "Post-Merger Board" on or after such date refer to the Board as constituted after this change.

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        Certain statements in this Proxy Statement may constitute "forward looking information" within the meaning of applicable Canadian and United States securities laws. Forward looking statements include statements regarding, among other things, our plans with respect to executive compensation in future periods. All such forward looking statements involve assumptions that, although believed to be reasonable based on information currently available to management, are subject to risks, uncertainties and other factors that could result in material changes to the plans expressed or described in the statements. You should not place undue reliance on any such forward-looking statements. Except as required by law, we undertake no obligation to update or revise the information contained in this proxy statement, whether as a result of new information, future events or circumstances or otherwise.

        On December 16, 2016, we completed a one-for-five (1:5) consolidation of all of our issued and outstanding common shares, without par value, for shareholders of record as of December 16, 2016 (the "Consolidation"). All share and per-share data included in this Proxy Statement give effect to the Consolidation unless otherwise noted.

QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT
AND OUR ANNUAL MEETING

Why did I receive this Proxy Statement?

        You are receiving these proxy materials from us because you owned common shares of Novelion at the close of business on the record date. When you vote using the Instrument of Proxy, you appoint Mr. Jason Aryeh or, failing him, Ms. Mary Szela, as your representative at the Annual Meeting. Mr. Aryeh and Ms. Szela will vote your shares at the Annual Meeting as you have instructed them on the Instrument of Proxy. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is a good idea to vote by proxy in advance of the Annual Meeting in case your plans change. You have the right to appoint another person to attend and act on your behalf at the Annual Meeting other than the persons named in the enclosed Instrument of Proxy. To exercise this right, you should strike out the names of the persons named in the Instrument of Proxy and insert the name of your nominee in the blank space provided. A person appointed as a proxy holder need not be a shareholder of Novelion.

Can I access the proxy materials on the Internet?

        Yes. This Proxy Statement and our Annual Report for the fiscal year ended December 31, 2016 are available at http://materials.proxyvote.com/67001K . The Proxy Statement and Form 10-K are also available on Novelion's profile on the SEDAR website ( www.sedar.com ) and EDGAR website ( www.sec.gov ).

What is the date, time and place of the Annual Meeting?

        The Annual Meeting will be held at Boardroom 444 at the Sheraton Gateway Hotel in Toronto International Airport, Terminal 3, Toronto AMF, Toronto, Ontario, on Wednesday, June 28, 2017 at 8:30 AM (Eastern Time)/5:30 AM (Pacific Time).

Who is entitled to vote at the Annual Meeting?

        Only shareholders of record at the close of business on the record date may vote at the Annual Meeting. On a show of hands every shareholder present in person has one vote, and on a poll every shareholder present in person or by proxy has one vote, for each Novelion common share registered in the shareholder's name. There are no other classes of voting securities other than the common shares. Cumulative voting is not permitted.

What am I voting on at the Annual Meeting?

        At the Annual Meeting, shareholders will be asked to vote on the following items of business:

1.

the election of nine directors for the ensuing year;

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2.

the appointment of Deloitte & Touche LLP as independent auditors of Novelion for the ensuing year and the authorization of the Audit Committee of the Board of Directors to fix the remuneration to be paid to the auditors;



3.

an advisory (non-binding) vote to approve the compensation of our named executive officers;



4.

an advisory (non-binding) vote on the frequency of the advisory vote to approve the compensation of our named executive officers;



5.

the approval of the adoption of the 2017 Plan; and



6.

the approval of the adoption of the ESPP.

        Novelion does not know of any business or proposals to be considered at the Annual Meeting other than those set out in this Proxy Statement. If any other business is proposed and properly presented at the Annual Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at their discretion. The proxy holders intend to vote the shares they represent as directed by our Board.

How does the Board recommend that I vote?

        Our Board believes that each of the resolutions being put to the shareholders at the Annual Meeting is in the best interests of Novelion and our shareholders and, accordingly, recommends that each shareholder vote such shareholder's shares:

1.

"FOR" each of the director nominees;



2.

"FOR" the approval of Deloitte & Touche LLP as our independent auditors for 2017;



3.

"FOR" the approval of the compensation of our named executive officers, on an advisory (non-binding) basis, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission (the "SEC");



4.

"FOR" a frequency of every one year regarding the advisory vote to approve the compensation of our named executive officers;



5.

"FOR" the ordinary resolution to adopt the 2017 Plan; and



6.

"FOR" the ordinary resolution to adopt the ESPP.

What vote is required to approve each proposal?

        Broker Non-Votes and Abstentions.     A "broker non-vote" occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have authority to vote on that particular proposal without receiving voting instructions from the beneficial owner. Broker non-votes will be treated as present for purposes of determining whether a quorum is present. Common shares held by holders who abstain from voting (or vote "withhold") will also be included for quorum purposes. Broker non-votes and abstentions are not counted as votes cast and, therefore, will have no effect on the outcome of the matter. However, a broker will have the discretion to vote on Proposal No. 2 (appointment of independent auditors) without any instructions from the beneficial owner. Brokers may not vote on the other proposals contained in this Proxy Statement, which are considered "non-routine" proposals, unless they have received voting instructions from the beneficial owner, and to the extent that they have not received voting instructions, brokers report such number of shares as "non-votes". We encourage all shareholders that hold shares through a bank, broker or other holder of record to provide voting instructions to such parties well in advance of the Annual Meeting to ensure that their shares are voted at the Annual Meeting.

        Election of Directors.     For Proposal No. 1, under the Business Corporations Act (British Columbia) (the "BCBCA") and the Articles of Novelion, directors are entitled to be elected by a plurality of the common shares voted at the Annual Meeting. This means that the nine nominees with the most votes for election will be elected, subject to the requirements of the Company's majority voting policy (the "Majority Voting Policy"), which applies for elections of directors at uncontested shareholders' meetings. Pursuant to this policy, any nominee for director for which there are a greater number of votes "withheld" than votes "for" his or her election will be

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required to tender his or her resignation as a director of the Company. For more details with respect to the Majority Voting Policy, see " Novelion Proposal No. 1: Election of Directors — Majority Voting Policy ".

        You may choose to vote, or withhold your vote, separately for each nominee director.

        Appointment of Auditors.     For Proposal No. 2, the appointment of Deloitte & Touche LLP as auditors and authorization of the Audit Committee of the Board to fix the remuneration to be paid to the auditors, the affirmative vote, in person or by proxy, of a majority of the common shares voted at the Annual Meeting will be required for approval.

        Advisory Vote to Approve the Compensation of Named Executive Officers.     For Proposal No. 3, the advisory vote to approve the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, the affirmative vote, in person or by proxy, of a majority of the common shares voted at the Annual Meeting will be required for approval, on an advisory basis. Because your vote is advisory, it will not be binding on the Board, the Compensation Committee or Novelion. However, the Compensation Committee and the Board will review the voting results and take them into consideration when making future decisions about executive compensation.

        Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of Named Executive Officers.     For Proposal No. 4, the frequency of an advisory vote to approve the compensation of our named executive officers, the affirmative vote, in person or by proxy, of a majority of the common shares voted at the Annual Meeting will be required for approval, on an advisory basis. If none of the frequency alternatives (one year, which our Board recommends, two years or three years) receive a majority vote, we will consider the frequency that receives the highest number of votes by shareholders to be the frequency that has been selected by the shareholders. However, because your vote is advisory and not binding on the Board, the Compensation Committee or Novelion, the Board may decide that it is in our and our shareholders' best interests to hold an advisory vote on executive compensation more or less frequently than the alternative approved by our shareholders.

        Amended and Restated Novelion 2017 Equity Incentive Plan.     For Proposal No. 5, the approval of the 2017 Plan, the affirmative vote, in person or by proxy, of a majority of the common shares voted at the Annual Meeting will be required for approval.

        2017 Employee Stock Purchase Plan.     For Proposal No. 6, the approval of the ESPP, the affirmative vote, in person or by proxy, of a majority of the common shares voted at the Annual Meeting will be required for approval.

Who may attend the Annual Meeting?

        Novelion shareholders are invited to attend the Annual 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 (referred to herein as "Beneficial Shareholders"). Beneficial Shareholders fall into two categories — those who object to their identity being 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 shareholders who appear on the records maintained by Novelion's registrar and transfer agent as registered holders of common shares will be recognized for the purposes of attending and voting at the Annual Meeting. If common shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those common shares will, in all likelihood, not be registered in the shareholder's name. Such 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 shares for the broker's clients on non-routine matters. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Annual Meeting.

        Although a Beneficial Shareholder may not be recognized directly at the Annual Meeting for the purposes of voting common shares registered in the name of such shareholders' broker, a Beneficial Shareholder may attend the Annual Meeting as proxyholder for the registered shareholder and vote the common shares in that

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capacity. A Beneficial Shareholder who wishes to attend the Annual Meeting and to vote their common shares as proxyholder for the registered shareholder, should enter their own name in the blank space on the VIF 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 Proxy Statement, 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 Annual Meeting, with the result that such a written request must be received by 5:30 AM (Pacific Time)/8:30 AM (Eastern Time) on the day which is at least two business days prior to the Annual Meeting.

What is the quorum for the Annual Meeting?

        The Consolidation resulted in a reduction in the issued and outstanding common shares from approximately 92,653,562 to approximately 18,530,323 as of December 16, 2016. As of April 18, 2017, the authorized share structure of Novelion was comprised of 100,000,000 common shares and 5,000,000 non-voting First Preference shares, of which, there were 18,580,688 common shares of Novelion issued and outstanding. All common shares in the capital of the Company carry the right to one vote. At least (i) two shareholders, (ii) two proxy holders representing two shareholders, or (iii) one shareholder and a proxy holder representing another shareholder entitled to vote at the Annual Meeting, present in person at the beginning of the Annual Meeting and collectively holding or representing by proxy in the aggregate not less than 33 ¹ / 3 % of the issued and outstanding Novelion common shares as of the record date, will constitute a quorum for the Annual Meeting. To the knowledge of the directors and executive officers of Novelion, as of April 18, 2017, the only person or company that beneficially owns, controls or directs, directly or indirectly, 10% or more of Novelion's common shares is Broadfin Capital which, as evidenced by public filings, owns 1,948,554 common shares, representing approximately 10.5% of the issued and outstanding common shares.

How do I vote?

        Carefully read and consider the information contained or incorporated by reference in this Proxy Statement. You should also determine whether you hold your shares directly in your name as a registered shareholder or through a broker or other nominee, because this will determine the procedure that you must follow in order to vote. If you are a registered shareholder of Novelion (that is, if your 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 Annual Meeting;



•

by mail — complete, sign and date the enclosed Instrument of Proxy and return it as soon as possible to our registrar and transfer agent, Computershare Investor Services Inc. ("Computershare"), 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 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 form if you vote by telephone; or



•

using the Internet — go to www.investorvote.com and follow the instructions on the screen (you will need the control number located on the enclosed Instrument of Proxy). You do not need to return your Instrument of Proxy form if you vote using the Internet.

        All votes made by proxy must be received (whether delivered by mail, telephone or Internet) no later than Tuesday, June 27, 2017 at 8:30 AM (Eastern Time)/5:30 AM (Pacific Time).

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        If you are a Beneficial Shareholder, then you have received this material from your broker or the intermediary seeking your instructions as to how you wish your shares to be voted. In that case, follow the instructions given to you by your broker or the other intermediary. Existing 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 common shares are voted at the Annual 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 shareholders by Novelion. However, its purpose is limited to instructing the registered 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 VIF from its broker or other intermediary cannot use that form to vote common shares directly at the Annual Meeting. The VIFs must be returned to your broker or other intermediary (or instructions respecting the voting of common shares must otherwise be communicated to your broker or other intermediary) well in advance of the Annual Meeting in order to have the common shares voted. If you have any questions respecting the voting of common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

        The Notice of Meeting, Proxy Statement, Instrument of Proxy and VIF, as applicable, and the 2016 Annual Report are being provided to both registered 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.

        Novelion will distribute copies of the Notice of Meeting, Proxy Statement, VIF and 2016 Annual Report to intermediaries for distribution to NOBOs. Unless you have waived your right to receive the Notice of Meeting, Proxy Statement and VIF, intermediaries are required to deliver them to you as a NOBO of Novelion and to seek your instructions on how to vote your common shares.

        Novelion's OBOs can expect to be contacted by their brokers or their broker's agents. Novelion will assume the costs associated with the delivery of the Notice of Meeting, Proxy Statement, VIF and 2016 Annual Report as set out above, to OBOs by intermediaries.

        The Chairman of the Annual Meeting may determine, in his sole discretion, to accept or reject an Instrument of Proxy that is delivered in person to the Chairman at the Annual Meeting as to any matter in respect of which a vote has not already been cast. If you are a shareholder of record, you have the right to appoint another person to attend and act on your behalf at the Annual Meeting other than the persons named in the enclosed Instrument of Proxy. To exercise this right, you should strike out the names of the persons named in the Instrument of Proxy and insert the name of your nominee in the blank space provided. A person appointed as a proxy holder need not be a shareholder of Novelion. If you are a Beneficial Shareholder, you should follow the instructions set out above in the section entitled "Who may attend the Annual Meeting?" in connection with appointing another person to attend and act for it at the Annual Meeting.

How will proxies be exercised?

        The proxy holder will vote or withhold from voting according to instructions in the Instrument of Proxy on any ballot that may be called for and for which a choice has been specified. If you properly return your Instrument of Proxy, but do not include instructions on how to vote, your shares will be voted:

1.

"FOR" the election of management's nine nominees for election to the Board as set out in this Proxy Statement;



2.

"FOR" the approval of the appointment of Deloitte & Touche LLP as our independent auditors for the ensuing year and the authorization of the Audit Committee of the Board to fix the remuneration to be paid to the auditors;



3.

"FOR" the advisory vote to approve the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC;

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4.

"FOR" a frequency of every one year regarding the advisory vote to approve the compensation of our named executive officers;



5.

"FOR" the ordinary resolution to approve the 2017 Plan; and



6.

"FOR" the ordinary resolution to approve the ESPP.

         The Instrument of Proxy also confers upon the proxy holder discretionary authority to vote all shares represented by the proxy with respect to amendments or variations to matters identified in the Notice of Meeting and any other matter that properly comes before the Annual Meeting. We know of no such amendment, variation or other matter that is to be presented for action at the Annual Meeting. However, if any other matters which are not now known to us should properly come before the Annual Meeting, the proxies will be voted, or not voted, by the proxy holder in his or her discretion.

What does it mean if I receive more than one set of proxy materials?

        You may receive more than one set of proxy materials because you own Novelion common shares that are registered under different names. For example, you may own some shares directly as a shareholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. It is necessary for you to vote all of the Instruments of Proxy according to the instructions contained in this Proxy Statement and to follow the instructions for any alternative voting procedures you receive in order to vote all of the shares you own. Each Instrument of Proxy you receive will come with its own prepaid return envelope. If you vote by mail, please make sure you return each Instrument of Proxy in the return envelope that accompanies that Instrument of Proxy.

Can I change my vote after I have voted?

        You may revoke your proxy at any time before it is exercised at the Annual Meeting.     A proxy may be revoked by voting in person at the Annual Meeting, by an instrument in writing stating that the proxy is revoked and signed and delivered as follows, or in any other manner provided by law. In order to revoke your proxy:

•

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 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 Novelion's registered and records office at 1800 — 510 West Georgia Street, Vancouver, British Columbia, Canada V6B 0M3, on or before Tuesday, June 27, 2017 at 2:00 PM (Eastern Time)/11:00 AM (Pacific Time) or the last business day preceding the date of any adjournment of the Annual Meeting at which the proxy is to be voted, or (ii) deposited with the Chairman of the Annual Meeting on the date of the Annual Meeting or any adjournment of it before the taking of any vote in respect of which the proxy is to be used.



•

If your 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.

Who will tabulate the votes?

        Our transfer agent, Computershare, will tabulate votes cast by proxy by an automated system. Votes cast by proxy or in person at the Annual Meeting will be counted by the persons appointed by us to act as scrutineer for the Annual Meeting.

Who pays the cost of the proxy solicitation?

        This solicitation is made on behalf of the management of Novelion. We will pay the cost of soliciting these proxies, including the printing, handling and mailing of the proxy materials. Copies of these materials will be given to brokerage firms, securities dealers, trust companies, banks and other institutions that hold our shares

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that are beneficially owned by others. We will reimburse these brokerage firms, securities dealers, trust companies, banks and other institutions for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of our shares. Proxies may be solicited by certain directors, officers and employees of Novelion personally or by telephone, mail, facsimile or e-mail. No additional compensation will be paid to directors, officers or other Novelion employees for soliciting proxies. We may engage a proxy solicitation firm to assist in soliciting proxies by personal interview, telephone, mail, facsimile or e-mail for a fee; if we do engage such a firm, we expect that the fee would be approximately $15,000, plus expenses.

How can shareholders submit proposals for Novelion's next Annual General Meeting?

        Under U.S. securities laws, the deadline for submitting shareholder proposals for inclusion in the Company's proxy statement and form of proxy for the Company's 2018 annual general meeting of shareholders is January 17, 2018. Proposals must be sent to our registered office at 1800 — 510 West Georgia Street, Vancouver, British Columbia, Canada V6B 0M3.

        Under the BCBCA, a proposal for a matter for consideration at the 2018 annual general meeting of shareholders must be received at our registered office at the address above on or before March 28, 2018. For a proposal under the BCBCA to be valid, it must be in writing, accompanied by the requisite declarations and signed by the submitter and qualified shareholders who at the time of signing are the registered or beneficial owners of shares that, in the aggregate, (i) constitute at least 1% of the issued shares of Novelion that have the right to vote at general meetings, or (ii) have a fair market value in excess of $2,000. For the submitter or a qualified shareholder to be eligible to sign the proposal, that shareholder must have been the registered or beneficial owner of Novelion shares that carry the right to vote at general meetings for an uninterrupted period of at least two years before the date the proposal is signed, among other requirements.

CORPORATE GOVERNANCE

Overview of Our Corporate Governance Principles

        We believe that effective and transparent corporate governance is critical to our long-term success and our ability to create value for our shareholders. We review our corporate governance policies periodically, monitor emerging developments in corporate governance and update our policies and procedures when our Board determines that it would benefit Novelion and our shareholders to do so.

        We maintain a corporate governance page on our website that includes key information about our corporate governance practices, including our Code of Conduct, the charters for the Audit Committee, the Compliance Committee, the Corporate Governance and Nominating Committee and the Compensation Committee of our Board and the Board's Diversity Policy, all of which can be found at Novelion's website at www.novelion.com by clicking on "Corporate Governance" under "Investors." The documents noted above will also be provided without charge to any shareholder who requests them. Any changes to these documents, and any waivers granted by us with respect to our Code of Conduct, will be posted on our website.

        We also monitor our corporate governance policies and practices to maintain compliance with the provisions of the Sarbanes-Oxley Act of 2002, rules of the SEC, National Instrument 58-101 —  Disclosure of Corporate Governance Guidelines , National Policy 58-201 —  Corporate Governance Guidelines , National Instrument 52-110 —  Audit Committees , and The NASDAQ Global Select Market ("NASDAQ") Listing Standards, (collectively, the "Governance Guidelines"). Our policies and practices meet or exceed the Governance Guidelines.

Disclosure Practices

        Novelion has in place disclosure controls and procedures to ensure Novelion meets its information disclosure obligations on a timely basis. These disclosure controls and procedures are evaluated on an ongoing basis, not less than quarterly, to ensure the controls and procedures allow Novelion to accomplish this objective. To implement and review our disclosure controls and procedures, management of Novelion established a Disclosure Practices Committee. The disclosure controls and procedures include procedures for ensuring prompt and effective communication of any material or reportable event to the appropriate executives, and also

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for designating those individuals within Novelion responsible for preparing, reviewing and approving the content of any disclosure.

Code of Conduct

        Novelion has adopted a Global Code of Conduct which is applicable to all directors, officers and employees of Novelion and its affiliates. As further described in the charter of the Audit Committee (the "Audit Committee"), the Audit Committee is responsible for reviewing, at least on an annual basis and with management and its principal financial and accounting officer, compliance with the Code of Conduct, the adequacy of and any requests for waivers under the Code of Conduct and to make recommendations to the Board with regard to any waiver sought with respect to any executive officer or director. As further described in the charter of the Compliance Committee, the Compliance Committee is responsible for reviewing and assessing the adequacy of the Code of Conduct periodically, but at least annually, and to recommend any proposed changes to the Board for approval.

        Novelion has not been required to, and has not, filed a material change report that pertains to any conduct of any of our directors or executive officers that constitutes a departure from the Code.

        The Code of Conduct is available on Novelion's website at www.novelion.com . Novelion will also post on its website any amendment to the Code of Conduct or waivers of compliance by directors or executive officers. In 2016, there were no such waivers granted.

        Novelion complies with the provisions of the BCBCA that deal with conflict of interest situations. Novelion, through directors' and officers' questionnaires and other systems, also gathers and monitors relevant information in relation to potential conflicts of interest that a director or officer may have. As part of these systems, Novelion adopted a Related Party Transactions Policy, under which the Audit Committee will review and pre-approve or otherwise ratify all Novelion "interested transactions," including, with certain exceptions, any transaction, arrangement or relationship in excess of $50,000 in value in any calendar year and of which a "related person" has or will have a direct or indirect interest. A "related person" includes Novelion's executive officers, directors and nominees for director, greater than 5% beneficial owners, and their respective associates, affiliates and immediate family members.

Gender Diversity

        As an extension of the Code of Conduct, the Board has adopted a policy to reflect its commitment to diversity and inclusion in all levels in the workplace and on the Board (the "Diversity Policy"). While the Diversity Policy does not specifically target the identification and nomination of women directors, it does require the Board and the Corporate Governance and Nominating Committee to consider diversity as an element in the overall selection criteria of new Board members and executive officer appointments.

        Specifically, the Board and the Corporate Governance and Nominating Committee are tasked with considering diversity (including gender, as well as age, geography, members of minority groups and persons with disabilities) as an element in the identification and selection criteria and when reviewing qualified candidates for recommendation for appointment or election to the Board and as executive officers.

        The Company does not support the adoption of quotas and, accordingly, no specific targets have been set for female Board members or female executive officers. The Board will proactively monitor the Company's performance in meeting the standards outlined in the Diversity Policy. The Post-Merger Board has not yet had the opportunity to consider the Company's progress on achieving the policy's standards.

        The Diversity Policy requires that each year the Company report on the proportion of female and minority personnel at the Company, in senior executive positions and on the Board in the Company's proxy statement. As of December 31, 2016, (a) two of the Company's seven executive officers were female and none of such personnel identified themselves as part of a minority group, (b) two of the Company's ten Board members were female and none of the Board members identified themselves as belonging to a minority group, and (c) of the non-executive employees of the Company and its subsidiaries, approximately 59% were female. Approximately 30% of the U.S. based non-executive employees of the Company and its subsidiaries identified themselves as belonging to a minority group.

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Mandate of the Board and the Chairman of the Board

        Our Board is responsible for the supervision of the management of the business and affairs of Novelion, the stewardship of Novelion and the enhancement of shareholder value. The Board has adopted a written Mandate, which is applicable to all directors, and which has formalized its position on corporate governance. The Board has also developed a written mandate regarding the position of Chairman of the Board, which is detailed in the Mandate of the Chairman of the Board and described below under the heading " Board Leadership Structure ". The Mandate of the Board and the Mandate of the Chairman of the Board are available on our website at www.novelion.com or copies will be provided without charge to any shareholder who requests them by writing to "Novelion Investor Relations," 887 Great Northern Way, Suite 250, Vancouver, British Columbia, Canada, V5T 4T5. The Corporate Governance and Nominating Committee of the Board is charged with reviewing and ensuring that good corporate governance practices and the Mandate of the Board are followed. The Corporate Governance and Nominating Committee is also responsible for reviewing and, if determined appropriate, updating the Mandate of the Board.

        On November 29, 2016, Mary Szela was appointed as the Chief Executive Officer (the "CEO") of the Company. Prior to this, from October 24, 2014 until November 29, 2016, Dr. Geoffrey Cox, a member of the Board, acted as Interim Chief Executive Officer ("Interim CEO") of the Company. Our Nominating and Corporate Governance Committee is responsible for developing succession plans for the CEO and reviewing such plans periodically. Under the Board's written Mandate, the Board is also responsible for succession planning for the CEO, and for discussing with the CEO succession plans for other senior management personnel. The CEO is responsible for recommending and then implementing the corporate strategy approved by the Board and for managing Novelion's business with the objective of meeting the corporate goals. The Board reviews, approves and documents in writing the annual corporate goals and objectives that the CEO is responsible for meeting each year, and the Board, together with the Compensation Committee, will assess the performance against those goals.

        During 2016, the Board kept informed of the business through open discussions with and reports from the CEO (or the Interim CEO), and key members of management. The Board also keeps itself informed by reviewing documents, such as detailed periodic management reports and quarterly financial statements, by attending presentations made during Board meetings and through periodic reports given to the full Board from each of Novelion's committees. Novelion's directors have access to all books, records and reports upon request, and members of its management are available at all times to answer any questions.

Role of the Board in Risk Oversight

        The Board is actively involved in overseeing risk management for Novelion. In accordance with the Mandate of our Board, the Board, as a whole, oversees the development and application of policies regarding corporate governance, and is responsible for adopting the corporate strategies and plans for Novelion's business, identifying the principal risks of Novelion's business and ensuring the implementation of the appropriate systems to manage these risks, overseeing compliance with applicable laws and regulations, overseeing the integrity of Novelion's internal controls, disclosure procedures and management information systems, and maintaining a continuing dialogue with senior management in order to ensure Novelion's ability to respond to changes, both internal and external, which may affect its business operations from time to time. This oversight is also conducted through committees of the Board. The Board receives full reports from each committee Chair regarding the committee's consideration and actions. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks. These areas of focus include financial reporting, compliance, compensation and operations, as summarized below.

        The Audit Committee reviews and discusses with management significant financial risks and the actions management has taken to monitor and mitigate potential exposures. The Audit Committee also assesses other areas of enterprise risk exposure, such as the disclosure controls and procedures, internal controls over financial reporting, whistleblower procedures and information technology systems.

        The Compliance Committee oversees that management has established, documented and maintained an adequate system of risk management as it relates to Novelion's policies and procedures with respect to risk

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assessment and risk management, and the Company's programs and controls for compliance with applicable legal and regulatory requirements.

        The Corporate Governance and Nominating Committee oversees risk management as it relates to, among other things, the development and assessment of our corporate governance framework and CEO, board and Chairman succession, including board and committee nominations, membership and standards, and potential conflicts of interest.

        The Compensation Committee oversees risk management as it relates to our compensation plans, policies and practices in connection with structuring our executive compensation programs and incentive compensation programs for other employees. This includes a review of our material compensation policies and practices under which the Compensation Committee concluded that these policies and practices are not reasonably likely to have a material adverse effect on Novelion.

Board Leadership Structure

        We operate under a corporate governance structure where the Chairman of the Board and the CEO are separate positions held by different individuals. Due to the demands of each position, we believe separating these roles enhances the ability of each to discharge his duties and fosters more accountability. We expect to maintain separate positions for the Chairman and the CEO because we believe that having the Board operate under the leadership and direction of a Board member who is independent from management provides the Board with the most appropriate mechanism to fulfill its oversight responsibilities.

Board Attendance at Annual Meeting

        It is a policy of the Board to encourage directors to attend regular Board meetings, Board committee meetings on which they serve and each annual general meeting of the shareholders. Other than Dr. Kozarich, one of our former directors, all directors nominated for re-election at the 2016 annual general meeting of shareholders held on June 17, 2016 attended the annual general meeting. No director nominees for appointment at the special meeting of shareholders held on November 7, 2016 attended the special meeting.

Decisions Requiring Prior Approval of the Board

        In addition to matters that must, by law or by the Articles of Novelion, be approved by the Board, management is required to seek approval from the Board for major transactions, for any single expense or commitment that exceeds certain specified dollar values, and for certain transactions with related persons. Additional information relating to transactions with related persons is set forth above under the heading " Code of Conduct. "

Orientation and Continuing Education Programs

        It is the intention of the Board that as and when a new Board nominee is appointed, the Board will ensure that a full program of orientation and education is provided for the nominee, including, but not limited to, information on our corporate history, copies of past minutes of meetings of the Board and the Mandate of the Board, and information regarding our business and operations. The Corporate Governance and Nominating Committee is responsible for reviewing the current orientation and education program and recommending and initiating improvements to this program as warranted. As part of the ongoing commitment of the Board to effective governance and director continuing education, our directors are encouraged to periodically attend accredited courses on current trends in corporate governance and other relevant areas.

Outside Advice

        Each of the Audit Committee, the Compensation Committee, the Compliance Committee and the Corporate Governance and Nominating Committee has the authority to engage external advisors as set forth in each of their respective charters.

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Director and Officer Liability Insurance

        We maintain directors' and officers' liability insurance coverage through a policy covering Novelion and its subsidiaries. This insurance provides coverage for indemnity payments made by Novelion to our directors and officers as required or permitted by law for losses, including legal costs, incurred by our directors and officers in their capacity as such. This policy also provides coverage directly to individual directors and officers if they are not indemnified by Novelion. The insurance coverage for our directors and officers has customary exclusions, including those acts determined to be uninsurable under law, deliberately fraudulent or dishonest, or that have resulted in personal profit or advantage.

Minimum Share Ownership Guidelines for Directors

        The Board believes it to be in the best interests of our shareholders to specify a minimum level of equity holdings in Novelion by each independent director to further align the interests of our Board and shareholders. As a result, following consultation with Radford, an Aon Hewitt company ("Radford"), the independent compensation advisor to our Compensation Committee, we adopted share ownership guidelines for our non-employee directors. Under these guidelines, non-employee directors are encouraged to acquire (if not already held) a number of common shares or share equivalents of Novelion equal to three times the annual retainer. The share ownership guidelines must be satisfied within five years from the date the director joins the Board and 50% of all shares issued to a director under vested equity awards must be held until such time as the guidelines are satisfied. The implementation of share ownership guidelines is consistent with corporate governance best practices.

        Vested in-the-money stock options, vested shares and vested deferred share units (referred to as "DSUs"), as well as shares held by a director's spouse, child or an affiliated fund, if such shares are deemed beneficially owned by the director, are counted towards fulfilling the guidelines. Unvested stock options and restricted stock units are not counted towards fulfilling the guidelines.

        The value of the shares owned for the purposes of fulfilling the share ownership guidelines is determined as the greater of the acquisition cost or the market value at the time of the determination. Compliance with the share ownership guidelines is evaluated on an annual basis by the Corporate Governance and Nominating Committee. Messrs. Aryeh, Cox, Sabba and Thomas joined the Board in June 2012 and have satisfied the guidelines. Mr. Kotler has satisfied the guidelines through the holdings of Broadfin Capital, of which Mr. Kotler is the founder and managing partner. Members of the Board who have not yet satisfied the guidelines were appointed to the Board as of or after the Merger and therefore are not yet required to be in compliance with the guidelines.

        Our share ownership guidelines for our named executive officers are described below in this Proxy Statement under the heading " Compensation Discussion and Analysis ".

Director Nomination Process

        To assist with director nominations, the Board has designated a standing committee, the Corporate Governance and Nominating Committee, as being responsible for reviewing and recommending nominees to the Board. In evaluating prospective nominees, the Corporate Governance and Nominating Committee looks for the following minimum qualifications: experience at a strategic or policy-making level in a business, government, non-profit or academic organization of high standing; accomplishments in his or her respective field with superior credentials and recognition; high standards of integrity, ethics, commitment and independence of thought and judgment; significant business or professional experience or a demonstrated exceptional understanding of the pharmaceutical industry or other disciplines relevant to the business of the Company; sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards on which the nominee may serve; and, to the extent a nominee serves or has previously served on other boards, a demonstrated history of active contribution to board meetings. In evaluating prospective nominees, the Corporate Governance and Nominating Committee also takes into account shareholder support of prospective nominees in previous director elections of the Company, any direct experience in the pharmaceutical industry or markets in which the Company operates and any experience as a board member of other public companies. All nominees are selected with a view to the best interests of Novelion as a whole.

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        To foster and maintain a diversity of viewpoints, backgrounds and experience on the Board, the Corporate Governance and Nominating Committee evaluates the mix of skills and experience of the directors and assesses nominees and potential candidates in the context of the current composition of the Board and Novelion's objectives. In searching for a new director, the Corporate Governance and Nominating Committee identifies particular areas of specialization that it considers beneficial, in addition to the general qualifications, having regard to the skill sets of the other members of the Board. Further, in accordance with the Diversity Policy, while the Company does not support the adoption of quotas, management and the Board will consider diversity as an element of the overall selection criteria of candidates. All nominations proposed by the Corporate Governance and Nominating Committee are subject to the approval of the Board.

        The Corporate Governance and Nominating Committee may retain the assistance of a recruiting firm to assist it in identifying and recruiting candidates who possess the desired qualifications. The Corporate Governance and Nominating Committee may also involve other members of the Board or other Board committees, or members of the Company's executive management, to assist it with the recruitment of new directors. Upon the recommendation of the Company's CEO, the Board considered Mark H.N. Corrigan, M.D. to serve as a director of the Company, and ultimately appointed him to the Board on March 30, 2017, upon the recommendation of the Corporate Governance and Nominating Committee; as with the Company's other directors, his term will expire at the Annual Meeting. Potential nominees are interviewed in person before any nomination is recommended to the Board.

        The Board will also consider any director nominees proposed by shareholders. Shareholders may submit nominations to the Board by addressing a communication to the Chair of the Corporate Governance and Nominating Committee and providing sufficient information to the Corporate Governance and Nominating Committee to permit it to conduct an assessment of the qualifications of the proposed nominee, including biographical information about the candidate and his or her professional experience, confirmation of the candidate's willingness to serve as a director, and complete contact information for the candidate and the nominating shareholder. The method by which a shareholder may communicate with the Corporate Governance and Nominating Committee are set out in the Security Holder Communications Policy which can be found on Novelion's website at www.novelion.com . As a matter of policy, the Corporate Governance and Nominating Committee is committed to giving due and fair consideration to proposed nominations submitted by shareholders using the same criteria and processes as other nominations that come before it.

        The Board has also adopted an amended and restated advance notice policy (the "Advance Notice Policy") for the receipt of nominations to the board in advance of annual general or special meetings of shareholders, as applicable. For more details with respect to the Advance Notice Policy, see " Novelion Proposal No. 1: Election of Directors — Advance Notice Policy ".

Term and Age Limits

        The Board has not adopted policies imposing an arbitrary term or retirement age limit in connection with individuals nominated for election as directors. The Board strives to achieve a balance between the desirability to have a depth of institutional experience from its members on the one hand and the need for renewal and new perspectives on the other hand.

Independence of Directors

        To ensure that we maintain good and objective governance, the Board strives to maintain strong independence from management. In determining whether directors are independent, each year the Board considers and discusses the nature and materiality of all direct or indirect relationships between each director nominee and Novelion, including any family or business relationships. Under the applicable Canadian and United States securities laws, a relationship is considered material where that relationship could, in the view of the Board, reasonably interfere with the exercise of the director's independent judgment. A director who also serves as CEO, or, depending on duration of term, interim CEO, of a company would be considered a non-independent director of that company under applicable Canadian and United States securities laws.

        As a result, and in connection with a review of the nature and materiality of all direct or indirect relationships between each director and Novelion, the Board has determined that, with the exception of

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Ms. Szela and Dr. Cox, the CEO and former Interim CEO of the Company, respectively, the Board members, including the Chairman, are and have been "independent", under the independence standards of the NASDAQ Global Select Market Listing Standards, and SEC rules and regulations, since their respective appointments to the Board.

        In addition, each director who served as a member on each of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee during 2016 was "independent" as independence for members of such committees is defined in National Instrument 52-110 —  Audit Committees and the NASDAQ Global Select Market Listing Standards and the rules of the SEC, as applicable, at the time they served on such committee.

Executive Session of Independent Directors

        The independent members of the Board meet without management and non-independent directors present during sessions following periodic Board meetings (unless the independent directors determine such a session is not required).

Assessments

        The Board has adopted an annual formal assessment process with respect to performance of the Board and its committees. The Board as a whole considers the contributions and performance of the Board and each of its committees by conducting a performance review questionnaire. The Board uses this assessment to determine whether additional expertise is required to ensure that the Board is able to discharge its responsibilities and individuals with specific skill sets are identified.

Audit Committee Financial Expert

        Each member of the Audit Committee is financially sophisticated, as defined by the NASDAQ Global Select Market Listing Standards, and is financially literate, as defined by Canadian securities regulations, and as required by such rules, able to read and understand fundamental financial statements, including Novelion's consolidated balance sheet, consolidated statement of income and consolidated statement of cash flows. The Board has determined that John C. Thomas, Jr. and Anne VanLent are each "audit committee financial experts" as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act, and that all of our Audit Committee members are "independent," as independence for audit committee members is defined by the NASDAQ Global Select Market Listing Standards and applicable U.S. and Canadian securities rules.