EXHIBIT 2.1 CONFIDENTIAL TREATMENT REQUESTED BY QLT INC. ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 1st, 2007 • QLT Inc/Bc • Pharmaceutical preparations • Colorado
EXHIBIT 10.34 CHANGE OF CONTROL AGREEMENT FOR CAMERON NELSONChange of Control Agreement • August 9th, 2005 • QLT Inc/Bc • Pharmaceutical preparations • British Columbia
EXHIBIT 10.78 EMPLOYMENT AGREEMENT [QLT INC. Logo] This Employment Agreement dated for reference October 9th, 2001. BETWEEN: QLT INC., having an address of 887 Great Northern Way, Vancouver, British Columbia, V5T 4T5, Canada, ("QLT" or the "COMPANY")...Employment Agreement • March 28th, 2003 • QLT Inc/Bc • Pharmaceutical preparations • British Columbia
QLT INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2005 • QLT Inc/Bc • Pharmaceutical preparations • New York
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of August 15, 2003, by and between QLT Inc., a British Columbia company (the "Company"), and UBS Securities LLC and the other...Registration Rights Agreement • November 6th, 2003 • QLT Inc/Bc • Pharmaceutical preparations • New York
EXHIBIT 10.77 AMENDING AGREEMENT - PDT DERM THIS AGREEMENT entered into on July 22, 2003 but having effect from and as of May 31, 2003 (the "Effective Date"). BETWEEN: NOVARTIS PHARMA AG, Business Unit Ophthalmics, a Swiss corporation having a...Amending Agreement • August 14th, 2003 • QLT Inc/Bc • Pharmaceutical preparations
QLT INC.Shareholder Rights Plan Agreement • April 13th, 2005 • QLT Inc/Bc • Pharmaceutical preparations • British Columbia
EXHIBIT 10.41 EMPLOYMENT AGREEMENT This Employment Agreement dated for reference December 9, 2005. BETWEEN: QLT USA, INC., having an address of 2579 Midpoint Drive, Fort Collins, Colorado, 80525, USA. ("QLT USA") AND: MICHAEL R. DUNCAN, having an...Employment Agreement • March 15th, 2006 • QLT Inc/Bc • Pharmaceutical preparations • Colorado
QLT INC. AND XENOVA LIMITEDDevelopment and Commercialization Agreement • March 28th, 2003 • QLT Inc/Bc • Pharmaceutical preparations • England
EXHIBIT 10.19 CONFIDENTIAL TREATMENT REQUESTED BY QLT INC. COLLABORATION, LICENSE AND SUPPLY AGREEMENTAnd Supply Agreement • March 1st, 2007 • QLT Inc/Bc • Pharmaceutical preparations • New York
VOTING AGREEMENTVoting Agreement • June 26th, 2014 • QLT Inc/Bc • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED SHARE SUBSCRIPTION AGREEMENT by and amongShare Subscription Agreement • December 11th, 2015 • QLT Inc/Bc • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED SHARE SUBSCRIPTION AGREEMENT, dated as of December 7, 2015 (the “Agreement”), is by and among QLT Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“Purchaser”), Tribute Pharmaceuticals Canada Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Tribute”), POZEN Inc., a corporation formed under the laws of the State of Delaware (“Pozen”), Aralez Pharmaceuticals plc, a public limited company formed under the laws of Ireland (formerly known as Aguono Limited, a private limited company formed under the laws of Ireland, and subsequently renamed Aralez Pharmaceuticals Limited prior to its re-registration as a public limited company named Aralez Pharmaceuticals plc) (the “Former Company”), Aralez Pharmaceuticals Inc., a corporation formed under the laws of the Province of British Columbia, Canada (the “Company”) and, other than Purchaser, the Persons identified on Schedule I hereto (each an “Investor” an
Novelion Services USA, Inc. Suite 400Employment Agreement • March 30th, 2017 • Novelion Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
As you are aware, Aegerion Pharmaceuticals, Inc. (“Aegerion”), QLT Inc. and Isotope Acquisition Corp. have agreed to carry out a merger (the “Merger”) on the terms set out in the Agreement and Plan of Merger dated June 14, 2016 (the “Merger Agreement”).
NOVELION THERAPEUTICS INC. AMENDED AND RESTATED NOVELION 2017 EQUITY INCENTIVE PLAN STOCK OPTION AWARD GRANT NOTICE AND STOCK OPTION AWARD AGREEMENT (Executives)Stock Option Award Agreement • March 16th, 2018 • Novelion Therapeutics Inc. • Pharmaceutical preparations • British Columbia
Novelion Therapeutics Inc. (the “Company”), pursuant to its Amended and Restated 2017 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Grantee”), an award (“Award”) of an option (“Option”) to purchase a number of Common Shares, as set forth below. The Option is subject to the conditions and limitations set forth in this Stock Option Award Grant Notice (the “Grant Notice”), the Stock Option Award Agreement attached hereto as Exhibit A (the “Award Agreement”) and the Plan. Unless otherwise defined in this Grant Notice or the Award Agreement, defined terms shall have the meaning set forth in the Plan.
RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 16th, 2018 • Novelion Therapeutics Inc. • Pharmaceutical preparations • British Columbia
Novelion Therapeutics Inc. (the “Company”), pursuant to its Amended and Restated 2017 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Grantee”), an award (“Award”) consisting of the number of restricted stock units (“Restricted Stock Units” or “RSUs”) set forth below. Each RSU represents the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Restricted Stock Unit Award Grant Notice (the “Grant Notice”), the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Award Agreement”) and the Plan, one Common Share, subject to adjustment pursuant to Section 16 of the Plan in respect of transactions occurring on or after the date hereof. Unless otherwise defined in this Grant Notice or the Award Agreement, defined terms shall have the meaning set forth in the Plan.
VOTING AGREEMENTVoting Agreement • June 17th, 2016 • QLT Inc/Bc • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Voting Agreement”), dated as of June 14, 2016, by and between QLT Inc., a corporation incorporated under the laws of British Columbia (“QLT”), and Broadfin Healthcare Master Fund LTD, a Cayman Islands limited company (the “Stockholder”).
VOTING AGREEMENTVoting Agreement • July 29th, 2015 • QLT Inc/Bc • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this "Voting Agreement"), dated as of June 11, 2015, by and between QLT Inc., a corporation incorporated under the laws of British Columbia ("Parent"), and Nicky V LLC (the "Stockholder").
OPTION AGREEMENT by and between QLT INC. a company duly incorporated under the laws of British Columbia and MATI THERAPEUTICS INC. a company duly incorporated under the laws of Delaware Dated as of December 24, 2012Option Agreement • May 24th, 2013 • QLT Inc/Bc • Pharmaceutical preparations • New York
This ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of [ ], 2013, by and between QLT Inc., a company duly incorporated under the laws of British Columbia (“Seller”), and Mati Therapeutics Inc., a company duly incorporated under the laws of Delaware (“Buyer”). Hereinafter, “Parties” shall mean Seller and Buyer together, and “Party” shall mean either Seller or Buyer, as the context requires.
DISTRIBUTION SERVICES AGREEMENTDistribution Services Agreement • November 1st, 2010 • QLT Inc/Bc • Pharmaceutical preparations • California
THIS DISTRIBUTION SERVICES AGREEMENT (this “Agreement”) is entered into and effective as of January 1, 2010 (the “Effective Date”) by and between QLT Ophthalmics, Inc., having its principal place of business at 1098 Hamilton Court, Menlo Park, California, 94025 ( “QLT”) and ASD Specialty Healthcare, Inc. d/b/a Besse Medical having its principal place of business at 9075 Centre Pointe Drive, Suite 140, West Chester, Ohio 45069 (“Distributor”).
PURCHASE AGREEMENT between QLT USA, INC. and ALLERGAN SALES, LLC Dated as of June 6, 2008Purchase Agreement • June 10th, 2008 • QLT Inc/Bc • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of June 6, 2008 (the “Execution Date”), is entered into by and between QLT USA, Inc., a Delaware corporation (“Seller”) and a wholly-owned subsidiary of QLT Inc., a corporation formed under the laws of the Province of British Columbia, Canada, and Allergan Sales, LLC, a Delaware limited liability company (“Purchaser”) and a wholly-owned subsidiary of Allergan, Inc., a Delaware corporation (“Allergan”). Each of Seller and Purchaser is sometimes referred to herein, individually, as a “Party” and, together, as the “Parties.” All capitalized terms used herein shall have the meanings specified in Article I below or elsewhere in this Agreement, as applicable.
INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2017 • Novelion Therapeutics Inc. • Pharmaceutical preparations • British Columbia
NOVELION THERAPEUTICS INC., a British Columbia company having a principal place of business at 887 Great Northern Way, Suite 101, Vancouver, British Columbia, Canada V5T 4T5
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2019 • Novelion Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 27th day of November, 2017, between Novelion Services USA, Inc., a Delaware corporation (the “Company”), and Dr. Murray Willis Stewart (the “Executive”).
ContractBridge Credit Agreement • November 13th, 2018 • Novelion Therapeutics Inc. • Pharmaceutical preparations • New York
THE INDEBTEDNESS AND OTHER OBLIGATIONS OF THE BORROWER UNDER OR EVIDENCED HEREBY WITH RESPECT TO THE ROLL UP LOANS AND THE LIENS AND SECURITY INTERESTS SECURING THE ROLL UP LOANS ARE SUBORDINATED PURSUANT TO THE TERMS AND CONDITIONS OF THE NOVELION SUBORDINATION AGREEMENT
NOVELION THERAPEUTICS INC. AMENDED AND RESTATED NOVELION 2017 EQUITY INCENTIVE PLAN STOCK OPTION AWARD GRANT NOTICE AND STOCK OPTION AWARD AGREEMENT (Directors)Stock Option Award Agreement • March 16th, 2018 • Novelion Therapeutics Inc. • Pharmaceutical preparations • British Columbia
Novelion Therapeutics Inc. (the “Company”), pursuant to its Amended and Restated 2017 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Grantee”), an award (“Award”) of an option (“Option”) to purchase a number of Common Shares, as set forth below. The Option is subject to the conditions and limitations set forth in this Stock Option Award Grant Notice (the “Grant Notice”), the Stock Option Award Agreement attached hereto as Exhibit A (the “Award Agreement”) and the Plan. Unless otherwise defined in this Grant Notice or the Award Agreement, defined terms shall have the meaning set forth in the Plan.
AND QLT INC.Research and Early Development Agreement • November 13th, 2002 • QLT Inc/Bc • Pharmaceutical preparations • British Columbia
AGREEMENT AND PLAN OF MERGER AMONG AUXILIUM PHARMACEUTICALS, INC. AND QLT INC. AND QLT HOLDING CORP. AND QLT ACQUISITION CORP. June 25, 2014QLT Inc/Bc • June 26th, 2014 • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made as of June 25, 2014 among Auxilium Pharmaceuticals, Inc. a corporation incorporated under the laws of the State of Delaware ("Auxilium"), QLT Inc., a corporation incorporated under the laws of British Columbia ("QLT"), QLT Holding Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of QLT ("HoldCo"), and QLT Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of HoldCo ("AcquireCo").
By Hand June 17, 2016 Dori Assaly c/o 887 Great Northern Way, Suite 250 Vancouver, BC V5T 4T5 Dear Dori:QLT Inc/Bc • August 9th, 2016 • Pharmaceutical preparations
Further to our recent discussions, this letter confirms our agreement to amend your Employment Agreement dated June 14, 2013, as amended (the “Employment Agreement”) as follows:
AEGERION PHARMACEUTICALS, INC. AND AMRYT PHARMA PLC PLAN FUNDING AGREEMENTPlan Funding Agreement • May 21st, 2019 • Novelion Therapeutics Inc. • Pharmaceutical preparations • New York
THIS PLAN FUNDING AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of May 20, 2019, by and between Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Amryt Pharma plc, a company incorporated in England and Wales with the registered number 05316808 and registered address at Dept 920a 196 High Road, Wood Green, London, England, N22 8HH (the “Plan Investor” and, together with the Company, the “Parties” and each a “Party”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in Article I hereof.
A CONFIDENTIAL PORTION OF THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 27th, 2012 • QLT Inc/Bc • Pharmaceutical preparations • New York
THIS AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2012 by and among QLT Inc., a corporation organized under the laws of British Columbia (“QLTI”), QLT Ophthalmics, Inc., a Delaware corporation (“QOI”, and with QLTI, each a “Seller” or collectively, “Sellers”), and Valeant Pharmaceuticals International, Inc., a corporation organized under the laws of Canada (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2010 • QLT Inc/Bc • Pharmaceutical preparations • British Columbia
NOW THEREFORE in consideration of the compensation to be paid under this Agreement by QLT to Dr. Panigrahi, the promises made by each party to the other as set out in this Agreement and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge and agree, QLT and Dr. Panigrahi agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2018 • Novelion Therapeutics Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 27th day of November, 2017, between Novelion Services USA, Inc., a Delaware corporation (the “Company”), and Michael Price (the “Executive”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • May 21st, 2019 • Novelion Therapeutics Inc. • Pharmaceutical preparations • New York
This DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”) is entered into as of May 20, 2019 among AEGERION PHARMACEUTICALS, INC., a Delaware corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (as hereinafter defined) (the “Borrower”), each Lender (as hereinafter defined) from time to time party hereto and CANTOR FITZGERALD SECURITIES, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successor administrative agent and collateral agent, the “Administrative Agent”).
STOCK PURCHASE AGREEMENT by and between QLT INC. and TOLMAR HOLDING, INC. Dated as of October 1, 2009Stock Purchase Agreement • October 7th, 2009 • QLT Inc/Bc • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 1, 2009 (the “Execution Date”), is entered into by and between QLT Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“Seller”), and TOLMAR Holding, Inc., a Delaware corporation (“Purchaser”). Each of Seller and Purchaser is sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.” All capitalized terms used herein shall have the meanings specified in ARTICLE I below or elsewhere in this Agreement, as applicable.
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND AEGERION PHARMACEUTICALS, INC.Corporate Integrity Agreement • September 22nd, 2017 • Novelion Therapeutics Inc. • Pharmaceutical preparations
UNIT SUBSCRIPTION AGREEMENT by and among QLT INC. and THE INVESTORS IDENTIFIED ON SCHEDULE I HERETOUnit Subscription Agreement • June 16th, 2016 • QLT Inc/Bc • Pharmaceutical preparations • Delaware
This UNIT SUBSCRIPTION AGREEMENT, dated as of June 14, 2016 (this “Agreement”), is by and among QLT Inc., a corporation formed under the laws of the Province of British Columbia, Canada (the “Company”) and the Persons identified on Schedule I hereto (each an “Investor” and together, the “Investors”).
