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As filed with the Securities and Exchange Commission on September 9, 2016

Registration No. 333-212971


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



AMENDMENT NO. 1 TO
FORM S-4
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)
  2834
(Primary Standard Industrial
Classification Code Number)
  Not Applicable
(I.R.S. Employer
Identification No.)

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)

Copies to:

Raymond O. Gietz
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000

 

Janet Grove
Marion V. Shaw
Bull, Housser & Tupper LLP
1800 – 510 West Georgia Street
Vancouver, British Columbia
Canada V6B 0M3
(604) 687-6575

 

Benjamin S. Harshbarger
General Counsel
Aegerion Pharmaceuticals, Inc.
One Main Street, Suite 800
Cambridge, MA 02142
(617) 500-7867

 

Paul M. Kinsella
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
(617) 951-7000

Approximate Date of Commencement of Proposed Sale of the Securities to the Public: As soon as practicable after the effective date of this Registration Statement.

             If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.    o

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    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 Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

                 Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

                 Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

    CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered

  Amount to be
registered†

  Proposed maximum
offering price per
unit

  Proposed maximum
aggregate offering
price

  Amount of
registration fee(3)

 

QLT common shares, no par value

  44,421,079(1)   Not applicable   $63,019,374.68(2)   $6,346.05
 

Warrants to purchase QLT common shares

  53,254,550(4)   Not applicable   Not applicable   Not applicable(5)
 

QLT common shares, no par value, underlying the Warrants

  56,508,954(6)(8)   Not applicable   $532,545.50(7)   $53.63
 

Total

          $63,551,920.18   $6,399.68

 

Pursuant to Rule 416, this registration statement also covers an indeterminate number of additional securities of QLT as may be issuable as a result of stock splits, stock dividends or similar transactions.

(1)
Represents the maximum number of QLT common shares, no par value, estimated to be issuable to holders of Aegerion common stock in the transactions described in the enclosed joint proxy statement/prospectus.

(2)
The proposed maximum aggregate offering price of the registrants common shares was calculated based upon the market value of shares of Aegerion common stock (the securities to be cancelled in the transactions) in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: the product of (i) $1.46, the average of the high and low prices per share of Aegerion common stock as reported on NASDAQ Global Select Market on August 2, 2016 and (ii) 43,312,285, the estimated maximum number of shares of Aegerion common stock that may be exchanged for the merger consideration, including shares (x) reserved for issuance under outstanding Aegerion stock options and restricted stock units and (y) issuable upon conversion of Aegerion's 2.00% Convertible Senior Notes due 2019.

(3)
Calculated by multiplying the proposed maximum aggregate offering price by 0.0001007.

(4)
Represents the maximum number of Warrants to be issued to existing holders of QLT common shares.

(5)
In accordance with existing SEC interpretations, the entire registration fee for the Warrants is allocated to the QLT common shares underlying the Warrants, and no separate fee is recorded for the Warrants.

(6)
Represents the maximum number of shares issuable upon the exercise of the Warrants. For more information on the Warrants, please see in the attached Registration Statement the section entitled "The Warrant Agreement" beginning on page 125.

(7)
The proposed maximum aggregate offering price of the registrant's Warrants is calculated based on the $0.01 exercise price of the Warrants in accordance with Rule 457(g).

(8)
The fee table is being re-filed with this Amendment No. 1 to Registration Statement on Form S-4 to correct (i) the maximum number of shares underlying the Warrants being registered, which is 56,508,954, but was listed as 16,246,426 in the original Form S-4 that was filed on August 8, 2016 (the "Original Form S-4") and (ii) correct the maximum number of Warrants being registered, which is 53,254,550, but was listed as 65,618,186 in the Original Form S-4. Correspondingly, the registration fee, which was paid in connection with the filing of the Original Form S-4, has been revised.

             The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


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The information contained herein is not complete and may be changed. These securities may not be issued until the registration statement filed with the United States Securities and Exchange Commission is effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION
DATED SEPTEMBER 9, 2016


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MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

            , 2016

        As previously announced, on June 14, 2016, Aegerion Pharmaceuticals, Inc. ("Aegerion") and QLT Inc. ("QLT") agreed to a merger (the "merger") under the terms of an Agreement and Plan of Merger by and among Aegerion, QLT and Isotope Acquisition Corp., an indirect wholly-owned subsidiary of QLT (as amended, the "merger agreement"). In order to effect the merger, Isotope Acquisition Corp., an indirect wholly-owned subsidiary of QLT, will be merged with and into Aegerion. Aegerion will be the surviving corporation of the merger and, through the merger, will become an indirect wholly-owned subsidiary of QLT. It is anticipated that the name of QLT will be changed to "Novelion Therapeutics Inc." ("Novelion") upon completion of the merger.

        If the merger is completed, Aegerion stockholders will receive a fixed ratio of 1.0256 QLT common shares (the "equity exchange ratio") for each share of Aegerion common stock that they own. The equity exchange ratio for the transaction is subject to downward adjustment if Aegerion's previously disclosed securities class action litigation (the "Class Action Lawsuit") or Department of Justice (the "DOJ") and Securities and Exchange Commission (the "SEC") investigations (the "DOJ/SEC Investigations") are resolved prior to the closing of the merger for amounts in excess of negotiated thresholds, up to a maximum excess amount of $25 million. In the event that either or both of the Class Action Lawsuit and the DOJ/SEC Investigations are resolved prior to the closing of the merger for an amount in excess of the negotiated thresholds, the equity exchange ratio will be adjusted downward proportionately with such excess. For example, Aegerion stockholders will receive a fixed equity exchange ratio of 0.9196 QLT common shares for each share of Aegerion common stock that they own in the event such excess equals $5 million and Aegerion stockholders will receive a fixed equity exchange ratio of 0.4955 QLT common shares for each share of Aegerion common stock that they own in the event such excess equals or exceeds $25 million, the maximum excess amount. The equity exchange ratio will not be adjusted to reflect stock price changes for either QLT or Aegerion prior to the closing of the merger. QLT shareholders will continue to own their existing QLT common shares after the merger.

        If Aegerion does not settle either the Class Action Lawsuit or the DOJ/SEC Investigations prior to the closing of the merger, QLT shareholders will receive warrants with respect to such matter(s), which will become exercisable for a number of Novelion common shares in the event such matter(s) are resolved following the closing of the merger for amounts in excess of negotiated thresholds up to a maximum aggregate excess amount of $25 million. However, if either the Class Action Lawsuit or the DOJ/SEC Investigations, or both, is or are resolved prior to the closing of the merger and the amounts for which either or both matters is resolved exceeds the negotiated thresholds by $25 million or more in the aggregate, no warrants related to such matters will be convertible into QLT common shares. For more information about the warrants, see the section entitled "The Warrant Agreement" beginning on page 125.

        Based on the number of QLT common shares and Aegerion common stock estimated to be outstanding immediately prior to the closing of the merger, we estimate that, upon the closing of the merger, and after giving effect to the investment of approximately $22 million in QLT in connection with the merger by the Investors (as defined in the joint proxy statement/prospectus), QLT shareholders immediately prior to the merger will own approximately 68% of the outstanding Novelion common shares, and Aegerion stockholders immediately prior to the merger will own approximately 32% of the


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

        QLT common shares are traded on the NASDAQ Global Select Market ("NASDAQ") under the symbol QLTI and on the Toronto Stock Exchange (the "TSX") under the symbol QLT, and shares of Aegerion common stock are traded on NASDAQ under the symbol AEGR. Following the closing of the merger, the shares of Novelion are expected to trade on NASDAQ under the symbol "NVLN" and on the TSX under the symbol "NVL." Aegerion common stock will be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended, following the merger, and Aegerion will no longer file periodic reports with the SEC.

        Aegerion is soliciting proxies for use at a special meeting of its stockholders to consider and vote upon (i) a proposal to adopt the merger agreement, (ii) a proposal to approve, on an advisory, non-binding basis, specific compensatory arrangements between Aegerion and its named executive officers relating to the merger and (iii) a proposal to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Aegerion special meeting to adopt the merger agreement. Approval of the second and third proposals at the Aegerion special meeting is not a condition to the completion of the merger.

        QLT is soliciting proxies for use at a special meeting of its shareholders to consider and vote upon proposals to (1) approve the issuance of securities of QLT necessary to complete the transactions contemplated by the merger agreement; (2) elect four additional directors, effective and conditional on completion of the merger; and (3) approve amendments to the QLT 2000 Incentive Stock Plan to, among other things, increase the number of QLT common shares available for issuance thereunder effective and conditional on completion of the merger. Approval of the first proposal at the QLT special meeting is a condition to the completion of the merger; approval of the second and third proposals at the meeting is not a condition to the completion of the merger.

        The securities of QLT to be issued pursuant to the merger agreement, based on the Aegerion and QLT securities outstanding on September 6, 2016, are:

    up to a maximum of 30,288,490 QLT common shares to be issued to Aegerion stockholders as merger consideration;

    options to purchase QLT common shares to be issued in exchange for outstanding and unexercised in-the-money Aegerion stock options, and up to a maximum of 4,414,564 QLT common shares issuable thereunder;

    restricted stock units to be issued in exchange for outstanding Aegerion restricted stock units, and up to a maximum of 903,300 QLT common shares issuable in respect thereof;

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

    up to 12,363,636 units to be issued to investors in a private placement to close immediately prior to the merger, each unit consisting of one QLT common share (or one fully paid-up warrant to acquire one QLT common share), one warrant in respect of the DOJ/SEC Investigations and one warrant in respect of the Class Action Lawsuit, and up to a maximum of 13,224,761 QLT common shares issuable upon exercise of such warrants; and

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

        We cannot complete the merger unless the stockholders of Aegerion and the shareholders of QLT approve the respective proposals related to the merger. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the QLT or Aegerion meetings in person, please vote your shares as promptly as possible so that your shares may be represented and voted at your meeting. If you are an Aegerion stockholder, please note that a failure to vote your shares of Aegerion common stock has the same effect as a vote against the adoption of the merger agreement. If you are a QLT shareholder, please note that a failure to vote your QLT common shares may result in a failure to establish a quorum for the QLT special meeting.

        After careful consideration, the Boards of Directors of QLT and Aegerion have each approved the merger agreement and the transactions contemplated thereby. The Aegerion board of directors recommends that the Aegerion stockholders vote "FOR" each of the proposals to be submitted at the Aegerion special meeting. The QLT board of directors recommends that the QLT shareholders vote "FOR" each of the proposals to be submitted at the QLT special meeting.

        The obligations of QLT and Aegerion to complete the merger are subject to the satisfaction or waiver of the conditions in the merger agreement. Additional information about Aegerion, QLT and the merger is contained in this joint proxy statement/prospectus. You should read this entire joint proxy statement/prospectus carefully. In particular, we urge you to read the section entitled "Risk Factors" beginning on page 20.

        We thank you for your consideration and continued support.

Sincerely,    

Mary T. Szela

 

Dr. Geoffrey F. Cox
Director and Chief Executive Officer   Director and Interim Chief Executive Officer
Aegerion Pharmaceuticals, Inc.   QLT Inc.

        Neither the Securities and Exchange Commission nor any state securities commission, nor any securities regulatory authority in Canada, has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined that this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

        This joint proxy statement/prospectus is dated            , 2016, and is first being mailed to Aegerion stockholders and QLT shareholders on or about            , 2016.


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LOGO

887 Great Northern Way, Suite 250
Vancouver, British Columbia, V5T 4T5
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON                        , 2016

To the shareholders of QLT Inc.:

        NOTICE IS HEREBY GIVEN that a special meeting of shareholders of QLT Inc., a British Columbia corporation ("QLT"), will be held at                    on                    , 2016, at          a.m. (Pacific Time)/         a.m. (Eastern Time). The purpose of the meeting shall be to consider and act upon the following matters:

    1.
    To consider and, if thought fit, approve with or without variation, an ordinary resolution authorizing QLT to issue the securities of QLT necessary to complete the transactions contemplated by the Agreement and Plan of Merger dated as of June 14, 2016 among QLT, Aegerion Pharmaceuticals, Inc. ("Aegerion") and Isotope Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of QLT (as amended, the "merger agreement"), a copy of which is included as Annex A to the joint proxy statement/prospectus of which this notice forms a part;

    2.
    To elect four additional directors of QLT, effective and conditional on completion of the merger; and

    3.
    To consider and, if thought fit, approve with or without variation, an ordinary resolution approving amendments to the QLT 2000 Incentive Stock Plan to, among other things, increase the number of QLT common shares available for issuance thereunder by 12,000,000 to 23,800,000 shares, effective and conditional on completion of the merger.

        The securities of QLT to be issued pursuant to the merger agreement are:

    QLT common shares to be issued to Aegerion stockholders as merger consideration;

    options to purchase QLT common shares to be issued in exchange for outstanding and unexercised in-the-money Aegerion stock options, and the QLT common shares issuable thereunder;

    restricted stock units to be issued in exchange for outstanding Aegerion restricted stock units, and the QLT common shares issuable in respect thereof;

    warrants to purchase QLT common shares, exercisable for nominal consideration in certain circumstances following the merger, to be issued to QLT's existing shareholders, and the QLT common shares issuable upon exercise of such warrants;

    units to be issued to investors in a private placement to close immediately prior to the merger, each unit consisting of one QLT common share and one warrant to purchase QLT common shares, exercisable for nominal consideration in certain circumstances following the merger, and the QLT common shares issuable upon exercise of such warrants; and

    QLT common shares reserved for issuance upon conversion of Aegerion's 2.00% Convertible Senior Notes due 2019.

These items of business are described in detail in the accompanying joint proxy statement/prospectus. Please read this document carefully in deciding how to vote. The QLT board of directors has


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determined that the transactions contemplated by the merger agreement are advisable and in the best interests of QLT and its shareholders and recommends that QLT shareholders vote "FOR" each of the foregoing proposals.

        Approval by QLT shareholders of the issuance of securities necessary to effect the transactions contemplated by the merger agreement is a condition to the merger and requires the affirmative vote, in person or by proxy, of a majority of the votes cast on such proposal at the special meeting of QLT. Therefore, your vote is very important. Whether or not you plan to attend the special meeting, please promptly vote your proxy by telephone or by accessing the Internet site, following the instructions in the accompanying joint proxy statement/prospectus, or by marking, dating, signing and returning the accompanying instrument of proxy. If you are able to attend the special 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 for the special meeting to be held on                        , 2016:

        This joint proxy statement/prospectus is available at www.qltinc.com by clicking on "2016 Special Meeting".

        You are entitled to receive notice of and attend the special meeting, and may vote at the special meeting, if you were a shareholder of QLT at the close of business on                        , 2016 (the "QLT record date"). If you were a registered shareholder on the QLT record date and you are unable to attend the special meeting in person, you may vote by proxy on the matters to be considered at the special 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 the accompanying joint proxy statement/prospectus. If on the QLT record date, your shares in QLT were held of record in your brokerage firm, securities dealer, trust company, bank or another similar organization, you may vote at the special meeting if you complete a voting information form received from that organization issued in your name and carefully follow any instructions that are provided to you in connection with that voting information form.

        In order for it to be voted at the special meeting, a proxy must be received (whether delivered by mail, telephone or Internet) by no later than              a.m. (Pacific Time)/             a.m. (Eastern Time) on                        , 2016 by QLT's 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 special 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 special meeting as to any matter in respect of which a vote has not already been cast.

        The enclosed instrument of proxy is solicited by the QLT 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 special meeting.

        The joint proxy statement/prospectus provides a detailed description of the merger and the merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated by reference, and the Annexes carefully and in their entirety. If you have any questions concerning the merger or the joint proxy statement/prospectus, would like additional copies of this document or need help voting your QLT common shares, please contact QLT's proxy solicitor:


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LOGO

105 Madison Avenue
New York, NY 10016
+ 1 (212) 929-5500 (Call Collect)
+ 1 (800) 322-2885 (Toll Free)
proxy@mackenziepartners.com

        We do not know of any other matters to be presented at the QLT special meeting, but if other matters are properly presented, the persons named as proxies will vote on such matters at their discretion.

    By Order of the Board of Directors,

 

 

Geoffrey F. Cox
Interim Chief Executive Officer

Vancouver, British Columbia
                        , 2016


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AEGERION PHARMACEUTICALS, INC.
One Main Street, Suite 800
Cambridge, Massachusetts 02142

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                        , 2016

To the stockholders of Aegerion Pharmaceuticals, Inc.:

        We are pleased to invite you to attend the special meeting of stockholders of Aegerion Pharmaceuticals, Inc., a Delaware corporation ("Aegerion"), which will be held at                         on                         , 2016 at            (Eastern Time) (the "Aegerion special meeting"), for the following purposes:

    1.
    To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of June 14, 2016 (as amended, the "merger agreement"), by and among Aegerion, QLT Inc., a British Columbia corporation ("QLT"), and Isotope Acquisition Corp., a Delaware corporation and a wholly-owned indirect subsidiary of QLT ("MergerCo"), a copy of which is included as Annex A to the joint proxy statement/prospectus of which this notice is a part. The merger agreement provides for the merger of MergerCo with and into Aegerion (the "merger"), with Aegerion surviving as a wholly-owned indirect subsidiary of QLT;

    2.
    To consider and vote on the proposal to approve, on an advisory, non-binding basis, specific compensatory arrangements between Aegerion and its named executive officers relating to the merger, as described in the joint proxy statement/prospectus of which this notice is a part; and

    3.
    To consider and vote on the proposal to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Aegerion special meeting to adopt the merger agreement.

        Aegerion will only transact business at the Aegerion special meeting that is properly brought before the Aegerion special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the Aegerion special meeting.

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

        The Aegerion board of directors has fixed the close of business on                        , 2016 as the record date (the "Aegerion record date") for determination of the Aegerion stockholders entitled to receive notice of, and to vote at, the Aegerion special meeting or any adjournments or postponements thereof. The presence, either in person or represented by proxy, of persons entitled to vote a majority of the shares of Aegerion common stock that are entitled to vote at the Aegerion special meeting is


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necessary to constitute a quorum for the transaction of business at the Aegerion special meeting. To ensure that your vote is recorded, please provide your voting instructions as soon as possible, even if you plan to attend the meeting in person. We encourage you to vote via the Internet or by telephone. You also have the option of voting by completing, signing, dating and returning the proxy card that accompanied the printed materials. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote in person if you decide to attend the Aegerion special meeting.

        Only holders of record of Aegerion common stock at the close of business on the Aegerion record date are entitled to receive notice of, and to vote at, the Aegerion special meeting.

        The proposal to adopt the merger agreement requires the affirmative vote of a majority of the outstanding shares of Aegerion common stock entitled to be cast on the proposal. The proposal to approve specific compensatory arrangements between Aegerion and its named executive officers requires that the votes cast for approval exceed the votes cast against approval with respect to such proposal, although such vote will not be binding on QLT or Aegerion following the merger, their boards of directors or any of their committees.

        Your vote is very important. Whether or not you expect to attend in person, we urge you to submit a proxy to vote your shares as promptly as possible by (1) logging onto www.proxyvote.com and following the prompts on your proxy card; (2) dialing 1-800-690-6903 and listening for further directions; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, so that your shares may be represented and voted at the Aegerion special meeting.

        The joint proxy statement/prospectus provides a detailed description of the merger and the merger agreement and relevant compensation arrangements between Aegerion and its named executive officers. We urge you to read the joint proxy statement/prospectus, including any documents incorporated by reference, and the Annexes carefully and in their entirety. If you have any questions concerning the merger or the joint proxy statement/prospectus, would like additional copies of this document or need help voting your shares of Aegerion common stock, please contact Aegerion's proxy solicitor:

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1212 Avenue of the Americas, 24th Floor
New York, NY 10036
+ 1 (212) 297-0720 (Main)
+ 1 (855) 208-8903 (Toll Free)
info@okapipartners.com

        We do not know of any other matters to be presented at the Aegerion special meeting, but if other matters are properly presented, the persons named as proxies will vote on such matters at their discretion.

    By Order of the Board of Directors

 

 

Benjamin S. Harshbarger
General Counsel

Cambridge, Massachusetts
                        , 2016


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ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates by reference important business and financial information about QLT and Aegerion from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, see the section entitled "Where You Can Find Additional Information." This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this document through the United States Securities and Exchange Commission ("SEC") website at www.sec.gov and in QLT's case, also on the SEDAR website maintained by the Canadian Securities Administrators (the "CSA") at www.sedar.com, or by requesting them in writing or by telephone at the appropriate address below.

        You may also obtain documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from Mackenzie Partners, Inc., QLT's proxy solicitor, or Okapi Partners LLC ("Okapi Partners"), Aegerion's proxy solicitor, at the following addresses and telephone numbers:

QLT Shareholders:   Aegerion Stockholders:


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105 Madison Avenue
New York, NY 10016
+ 1 (212) 929-5500 (Call Collect)
+ 1 (800) 322-2885 (Toll Free)
proxy@mackenziepartners.com

 

1212 Avenue of the Americas, 24th Floor
New York, NY 10036
+ 1 (212) 297-0720 (Main)
+ 1 (855) 208-8903 (Toll Free)
info@okapipartners.com

        To receive timely delivery of the documents in advance of the meetings, you should make your request no later than five business days prior to the date of the meeting, or no later than                    , 2016.


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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by QLT, constitutes a prospectus of QLT under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), with respect to the common shares, no par value, of QLT ("QLT common shares") to be issued to Aegerion stockholders pursuant to the merger of MergerCo with and into Aegerion (the "merger") as well as the Warrants (as defined below) (and underlying QLT common shares) to be distributed to QLT shareholders in connection with the merger. This joint proxy statement/prospectus also constitutes a joint proxy statement for both QLT and Aegerion under Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and constitutes a notice of meeting and proxy circular with respect to each of the special meeting of QLT shareholders and the special meeting of Aegerion stockholders.

        You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus.    No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus and neither QLT nor Aegerion takes any responsibility for, and cannot provide any assurances as to the reliability of, any other information that others may give you. This joint proxy statement/prospectus is dated                    , 2016. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date or that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to QLT shareholders or Aegerion stockholders nor the issuance by QLT of common shares in connection with the transactions contemplated by the merger agreement will create any implication to the contrary.

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this joint proxy statement/prospectus regarding QLT has been provided by QLT and information contained in this joint proxy statement/prospectus regarding Aegerion has been provided by Aegerion.

        All references in this joint proxy statement/prospectus to "QLT" refer to QLT Inc., a corporation incorporated under the laws of British Columbia; all references in this joint proxy statement/prospectus to "Aegerion" refer to Aegerion Pharmaceuticals, Inc., a corporation incorporated under the laws of the State of Delaware; all references in this joint proxy statement/prospectus to "MergerCo" refer to Isotope Acquisition Corp., a corporation incorporated under the laws of the State of Delaware and an indirect wholly-owned subsidiary of QLT; all references in this joint proxy statement/prospectus to the "surviving corporation" refer to Aegerion following the effective time of the merger; unless otherwise indicated or as the context requires, all references in this joint proxy statement/prospectus to "we" refers to QLT and Aegerion collectively; and, unless otherwise indicated or as the context requires, all references to the "merger agreement" refer to the Agreement and Plan of Merger, dated as of June 14, 2016, as amended, by and among Aegerion, QLT and MergerCo, a copy of which is included as Annex A to this joint proxy statement/prospectus.


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus, including the information included or incorporated by reference herein, contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act, and Section 21E of the Exchange Act and may be forward-looking information as defined under applicable Canadian securities legislation (collectively, "forward-looking statements"). Forward-looking statements contained in this document may include, without limitation, statements regarding the proposed transaction between QLT and Aegerion, the timing and financial and strategic benefits thereof, the expected impact of the transaction and private placement investment on the cash balance of Novelion Therapeutics Inc. ("Novelion") following the merger, Novelion's future strategy, plans and expectations after the merger and the anticipated timing of clinical trials and approvals for, and the commercial potential of, Novelion's products and pipeline product candidates and those of its subsidiaries (including Aegerion). Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including the failure to receive, on a timely basis or otherwise, the required approvals by Aegerion stockholders and QLT shareholders and government or regulatory agencies in connection with the merger; the risk that a condition to closing of the merger may not be satisfied; the possibility that the anticipated benefits of the proposed merger cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of the businesses of QLT and Aegerion will be greater than expected; the resolution of ongoing investigations and litigation of Aegerion; the ability of the companies following the merger to commercialize Novelion's products in line with the companies' expectations; 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 Novelion's consolidated tax liabilities; and other risk factors relating to the companies' businesses and the biopharmaceutical industry, as detailed from time to time in each of Aegerion's and QLT's reports filed with the SEC and, in QLT's case, the CSA, which you are encouraged to review. Investors should not place undue reliance on forward-looking statements. The forward-looking statements reflect management's current knowledge, assumptions, beliefs, estimates, and expectations and express management's current view of future performance, results and trends. Such statements are made as of the date of this document, and except to the extent otherwise required by applicable law, QLT and Aegerion undertake no obligation to update such statements after this date.


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TABLE OF CONTENTS

 
  Page  

QUESTIONS AND ANSWERS ABOUT THE MERGER AND SPECIAL MEETINGS

    iv  

SUMMARY

    1  

The Companies

    1  

The Merger

    2  

Recommendation of the QLT Board of Directors

    3  

Recommendation of the Aegerion Board of Directors

    3  

Opinions of Financial Advisors

    3  

Voting Agreements

    4  

Interests of QLT Directors and Executive Officers in the Merger

    6  

Interests of Aegerion Directors and Executive Officers in the Merger

    7  

Board of Directors and Executive Officers Following the Merger

    8  

Regulatory Clearances Required for the Merger

    9  

Material United States Federal Income Tax Consequences of the Merger

    9  

Governing Documents Following the Merger

    10  

Expected Timing of the Merger

    10  

Conditions to Completion of the Merger

    11  

Termination of the Merger Agreement

    11  

Termination Fee and Expenses

    12  

Term Loan Facility

    13  

Litigation Relating to the Merger

    13  

Comparison of Rights of Shareholders

    13  

Listing of QLT Common Shares; Delisting and Deregistration of Shares of Aegerion Common Stock

    13  

The QLT Special Meeting

    14  

The Aegerion Special Meeting

    16  

Accounting Treatment of the Merger

    17  

Selected Unaudited Pro Forma Condensed Combined Financial Data

    18  

Comparative Per Share Data

    19  

RISK FACTORS

    20  

Risk Factors Relating to the Merger

    20  

Risk Factors Relating to the Novelion Common Shares Following the Merger

    25  

Risk Factors Relating to QLT's Business

    30  

Risk Factors Relating to Aegerion's Business

    30  

THE COMPANIES

    31  

QLT SPECIAL MEETING

    33  

AEGERION SPECIAL MEETING

    37  

THE MERGER

    42  

Effects of the Merger

    42  

Background of the Merger

    43  

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

    62  

Opinion of QLT's Financial Advisor

    66  

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

    73  

Opinion of Aegerion's Financial Advisor

    77  

Forward-Looking Financial Information

    83  

Governing Documents Following the Merger

    88  

Interests of QLT Directors and Executive Officers in the Merger

    88  

Interests of Aegerion Directors and Executive Officers in the Merger

    90  

Summary of Potential Payments to Aegerion's Named Executive Officers

    93  

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  Page  

Board of Directors and Management Following the Merger

    95  

Regulatory Clearances Required for the Merger

    96  

Exchange of Shares in the Merger

    96  

Restrictions on Resales

    97  

Treatment of Aegerion Equity Awards

    97  

Dividend Policy

    98  

NASDAQ and TSX Listing of QLT Common Shares; Delisting and Deregistration of Aegerion Common Stock

    98  

Term Loan Facility

    98  

Litigation Relating to the Merger

    99  

THE MERGER AGREEMENT

    100  

Closing of the Merger

    100  

Merger Consideration

    101  

Exchange of Aegerion Stock Certificates Following the Merger

    101  

Treatment of Aegerion Notes

    102  

Treatment of Aegerion Equity Awards

    103  

Treatment of Aegerion Hedging Arrangements

    103  

Representations and Warranties

    104  

Covenants

    107  

Consents and Regulatory Approvals

    113  

Governing Documents Following the Merger

    114  

Officers and Directors Following the Merger

    114  

Indemnification

    114  

Board Recommendations; QLT Special Meeting and Aegerion Special Meeting

    115  

Third-Party Acquisition Proposals

    115  

Conditions to the Completion of the Merger

    118  

Termination of the Merger Agreement

    120  

Termination Fee

    121  

Injunctive Relief

    122  

Obligations in the Event of Termination

    122  

Amendment

    122  

Expenses

    122  

No Third Party Beneficiaries

    123  

Governing Law

    123  

THE VOTING AGREEMENTS

    124  

THE WARRANT AGREEMENT

    125  

THE UNIT SUBSCRIPTION AGREEMENT

    128  

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

    131  

ACCOUNTING TREATMENT

    142  

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

    143  

Selected Historical Consolidated Financial Data of QLT

    143  

Selected Quarterly Historical Financial Data of QLT

    146  

Selected Historical Consolidated Financial Data of Aegerion

    147  

Selected Quarterly Historical Financial Data of Aegerion

    149  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

    151  

COMPARATIVE PER SHARE MARKET PRICE DATA AND DIVIDEND INFORMATION

    167  

COMPARATIVE PER SHARE DATA

    168  

CONSOLIDATED CAPITALIZATION

    170  

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  Page  

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS OF QLT

    171  

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS OF AEGERION

    174  

COMPARISON OF RIGHTS OF QLT SHAREHOLDERS AND AEGERION STOCKHOLDERS

    179  

APPRAISAL AND DISSENTER'S RIGHTS

    193  

LEGAL MATTERS

    193  

EXPERTS

    193  

FUTURE SHAREHOLDER PROPOSALS

    194  

QLT PROPOSAL NO. 1—ISSUANCE OF SHARES PROPOSAL

    195  

QLT PROPOSAL NO. 2—ELECTION OF DIRECTORS PROPOSAL

    197  

QLT PROPOSAL NO. 3—AMENDMENT OF THE QLT STOCK OPTION PLAN PROPOSAL

    208  

AEGERION PROPOSAL NO. 1—ADOPTION OF THE MERGER AGREEMENT

    214  

AEGERION PROPOSAL NO. 2—ADVISORY VOTE ON SPECIFIC COMPENSATORY ARRANGEMENTS RELATING TO THE MERGER

    215  

AEGERION PROPOSAL NO. 3—ADJOURNMENT OF THE AEGERION SPECIAL MEETING

    216  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

    217  

ANNEX A—AGREEMENT AND PLAN OF MERGER AND AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

   
 
 

ANNEX B—OPINION OF GREENHILL & CO., LLC

       

ANNEX C—OPINION OF J.P. MORGAN SECURITIES LLC

       

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND SPECIAL MEETINGS

        The following are brief answers to certain questions that you may have regarding the proposals being considered at the special meeting of QLT shareholders and the special meeting of Aegerion stockholders. QLT and Aegerion urge you to read carefully this entire joint proxy statement/prospectus, including its Annexes, and the other documents to which this joint proxy statement/prospectus refers or incorporates by reference, because this section does not provide all the information that might be important to you as a QLT shareholder or Aegerion stockholder. Also see the section entitled "Where You Can Find Additional Information" beginning on page 217.

Q.
Why have I received this joint proxy statement/prospectus?

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

    In order to complete the merger, among other things:

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

    Aegerion stockholders must adopt the merger agreement.

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

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

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

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

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

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

    The securities of QLT to be issued pursuant to the Issuance of Shares Proposal, based on the Aegerion and QLT securities outstanding on September 6, 2016, are:

    up to a maximum of 30,288,490 QLT common shares to be issued to Aegerion stockholders as merger consideration;

    options to purchase QLT common shares to be issued in exchange for outstanding and unexercised in-the-money Aegerion stock options, and up to a maximum of 4,414,564 QLT common shares issuable thereunder;

    restricted stock units to be issued in exchange for outstanding Aegerion restricted stock units, and up to a maximum of 903,300 QLT common shares issuable in respect thereof;

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

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

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

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

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

    adopt the merger agreement;

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

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

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

Q.
What will I receive if the merger is completed?

A.
If the merger is completed, each issued and outstanding share of Aegerion common stock (other than shares owned by Aegerion, QLT or any of their subsidiaries) will automatically be converted into the right to receive 1.0256 QLT common shares (the "equity exchange ratio"), which we refer to as the "merger consideration". The equity exchange ratio may be reduced if, prior to closing of the merger, Aegerion settles (i) the previously disclosed DOJ and SEC investigations into Aegerion's sales activities and disclosure related to its JUXTAPID (lomitapide capsules) product for amounts in excess of negotiated thresholds (as defined below) set forth in Aegerion's previously announced preliminary agreements in principle with the DOJ or SEC (the "DOJ/SEC Investigations") and/or (ii) the pending putative shareholder class action lawsuit (the "Class Action Lawsuit") for an amount that exceeds the amounts, if any, available under Aegerion's director and officer insurance coverage in respect of that matter. The maximum aggregate excess settlement amount to be reflected in the equity exchange ratio adjustment is $25 million. In the event that either or both of the Class Action Lawsuit and the DOJ/SEC Investigations are resolved prior to the closing of the merger for an amount in excess of the negotiated thresholds, the equity exchange ratio will be adjusted downward proportionately with such excess. For example, Aegerion stockholders will receive a fixed equity exchange ratio of 0.9196 QLT common shares for each share of Aegerion common stock that they own in the event such excess equals $5 million and Aegerion stockholders will receive a fixed equity exchange ratio of 0.4955 QLT common shares for each share of Aegerion common stock that they own in the event such excess equals or exceeds $25 million, the maximum excess amount. The equity exchange ratio will not be adjusted to reflect

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    stock price changes for either QLT or Aegerion prior to the closing of the merger. QLT shareholders will continue to own their existing QLT common shares after the merger.

    If Aegerion does not settle either the DOJ/SEC Investigations or the Class Action Lawsuit prior to closing of the merger, QLT shareholders will receive Warrants, which will become exercisable in certain circumstances for a number of Novelion common shares upon settlement of the DOJ/SEC Investigations and/or the Class Action Lawsuit. For more information about the Warrants, see the section entitled "The Warrant Agreement" beginning on page 125.

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

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

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

Q.
What is the value of the merger consideration?

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

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

A.
A U.S. holder of Aegerion common stock generally will recognize gain or loss, if any, on the receipt of QLT common shares in exchange for shares of Aegerion common stock pursuant to the equity exchange ratio in the merger. The amount of gain or loss recognized by holders of Aegerion common stock should equal the difference, if any, between the fair market value of the QLT common shares received in the merger over the U.S. holder's adjusted tax basis in the shares of Aegerion common stock. The deductibility of loss, if any, of a U.S. holder of Aegerion common stock as a result of the merger may be subject to limitation for U.S. federal income tax purposes. A U.S. holder will be subject to U.S. federal income tax on any gain recognized without a

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    corresponding receipt of cash. Each Aegerion stockholder should consult its own tax adviser as to the particular tax consequences of the merger, including the effect of U.S. federal, state and local tax laws or foreign tax laws. See "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Income Tax Considerations for U.S. Holders of Common Stock—U.S. Federal Income Tax Consequences of the Merger to Aegerion Stockholders" beginning on page 131.

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

A.
A U.S. holder of QLT common shares generally will not recognize income, gain or loss in respect of the distribution or exercise of the Warrants, but generally will recognize gain or loss, if any, in respect of their sale in an amount equal to the proceeds received less the portion, if any, of the basis in a holder's QLT common shares that is allocable to the Warrants. QLT notes, however, that the terms of the Warrants are unusual, and the facts that the distribution will be made in the context of the merger and the exercise price of the Warrants is nominal create some uncertainty. QLT recommends that each of its U.S. holders consult its own tax adviser as to the particular tax consequences of the distribution, ownership and disposition of the Warrants, including the effect of U.S. federal, state and local tax laws or foreign tax laws. See "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Income Tax Considerations for U.S. Holders of Common Stock—Distribution of Warrants to QLT Shareholders" beginning on page 132.

Q.
When do you expect the merger to be completed?

A.
QLT and Aegerion are working to complete the merger and expect the merger to close before the end of 2016. QLT and Aegerion hope to complete the merger as soon as reasonably practicable after the completion of the QLT and Aegerion special meetings and the distribution of the Warrants to QLT shareholders. However, the closing of the merger is subject to various conditions, which must be satisfied or waived before the parties are obligated to complete the merger and it is possible that factors outside the control of both companies could result in the merger being completed at a later time, or not at all. For more information about the conditions to the merger, see question below entitled "—What are the conditions to the merger?" and the sections entitled "The Merger Agreement—Conditions to the Completion of the Merger" beginning on page 118 and "Risk Factors" beginning on page 20.

Q.
What are the conditions to the merger?

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

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

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

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

"FOR" the Issuance of Shares Proposal;

"FOR" the Election of Directors Proposal; and

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

    For more information on the recommendation of the QLT board of directors, see the section entitled "The Merger—Recommendation of the QLT Board of Directors; QLT's Reasons for the Merger" beginning on page 62.

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

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

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

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

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

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

    As described below under the heading "The Merger—Interests of QLT Directors and Executive Officers in the Merger—QLT Equity Incentive Awards" the vesting of Deferred Share Units ("DSUs") held by directors of QLT will be automatically accelerated at the effective time of the

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

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

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

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

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

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

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

"FOR" the proposal to adopt the merger agreement;

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

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

    For more information on the recommendation of the Aegerion board of directors, see the section entitled "The Merger—Recommendation of the Aegerion Board of Directors; Aegerion's Reasons for the Merger" beginning on page 73.

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

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

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

    The Aegerion board of directors was aware of and considered these interests in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by Aegerion stockholders. See the section entitled "The Merger—Interests of Aegerion Directors and Executive Officers in the Merger" beginning on page 90 and "Aegerion Proposal No. 2—Advisory Vote on Specific Compensatory Arrangements Relating to the Merger" beginning on page 215.

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

A.
QLT:    The QLT special meeting will be held at             , on                    , 2016, at             a.m. (Pacific Time) /         a.m. (Eastern Time) (the "QLT special meeting").

    Aegerion:    The special meeting of Aegerion stockholders will be held at                    , on                    , 2016 at             (Eastern Time) (the "Aegerion special meeting").

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

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

    Although a beneficial shareholder may not be recognized directly at the QLT special meeting for the purposes of voting QLT common shares registered in the name of such shareholders' broker, a beneficial shareholder may attend the QLT special meeting as proxyholder for the registered shareholder and vote the QLT common shares in that capacity. A beneficial shareholder who wishes to attend the QLT special meeting and to vote their QLT common shares as proxyholder for the registered shareholder, should enter their own name in the blank space on the voting instruction form and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker. Alternatively, National Instrument 54-101—Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") allows a beneficial

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    shareholder to submit to the applicable intermediary any document in writing that requests that the beneficial shareholder, or a nominee of the beneficial shareholder, be appointed as proxyholder. If such a request is received, the applicable intermediary must arrange, without expense to the beneficial shareholder, to appoint such beneficial shareholder or its nominee as a proxyholder and to deposit that proxy within the time specified in this joint proxy statement/prospectus, provided that the intermediary receives such written instructions from the beneficial shareholder at least one business day prior to the time by which proxies are to be submitted at the QLT special meeting, with the result that such a written request must be received by            (Pacific Time) /             (Eastern Time) on the day which is at least three business days prior to the QLT special meeting.

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

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

A.
QLT:    QLT has fixed                    , 2016 as the QLT record date. If you were a QLT shareholder as of the close of business on such date, you are entitled to vote on matters that come before the QLT special meeting. All votes made by proxy must be received (whether delivered by mail, telephone or Internet) no later than            (Pacific Time) /            (Eastern Time) on                    , 2016 or 48 hours before any adjournment of the QLT special meeting.

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

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

A.
The required votes by QLT shareholders are as follows:

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

    Election of Directors Proposal.    With respect to the election of directors of QLT, under the Business Corporations Act (British Columbia) (the "BCA"), directors are elected by a plurality of the votes cast at a meeting of QLT shareholders. This means that the applicable number of nominees with the most votes for the election will be elected. Six directors were elected at QLT's annual general meeting on June 17, 2016. Concurrent with completion of the merger, two current

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    members of the QLT board of directors will resign and two new directors will be appointed by the board of directors of Novelion to fill these vacancies. At QLT's special meeting, shareholders will be asked to vote on the election of an additional four directors, conditional and effective on the completion of the merger. You may choose to vote, or withhold your vote, separately for each nominee director.

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

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

    For more information regarding the QLT Voting Agreements, see the section entitled "The Voting Agreements" beginning on page 124.

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

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

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

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

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

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

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

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

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

A.
QLT:    At least two persons present, each being a QLT shareholder entitled to vote at the QLT special meeting or a duly appointed proxyholder or representative for a QLT shareholder so entitled, and together holding or representing QLT common shares having not less than 331/3% of the outstanding votes entitled to be cast at the QLT special meeting, constitute a quorum for the transaction of business at the QLT special meeting. All QLT common shares represented at the QLT special meeting, including broker non-votes and QLT common shares that are represented but that abstain from voting, will be treated as present and entitled to vote for purposes of determining the presence or absence of a quorum.

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

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

Q.
How are broker non-votes treated?

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

Aegerion:    In connection with the Aegerion special meeting:

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

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

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

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

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

Q.
How many votes do I have?

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

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

Q.
How do I vote?

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

in person at the QLT special meeting;

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

by telephone—call 1-866-732-VOTE (8683) toll free from your touch-tone phone and follow the instructions (you will need the control number located on the enclosed instrument of proxy). You do not need to return your instrument of proxy if you vote by telephone; or

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

    All votes made by proxy must be received (whether delivered by mail, telephone or Internet) no later than at                         (Pacific Time) /                        (Eastern Time) on                        , 2016 or 48 hours before any adjournment of the QLT special meeting.

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

    QLT shareholders have the right to appoint another person to attend and act on their behalf at the QLT special meeting other than the persons named in the enclosed instrument of proxy. To exercise this right, QLT shareholders should strike out the names of the persons named in the instrument of proxy and insert the name of their nominee in the blank space provided. A person appointed as a proxyholder need not be a QLT shareholder.

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

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

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

    signing and returning your proxy card in the postage paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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

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

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

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

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

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

the instrument revoking the proxy must be (i) delivered to QLT's registered and records office at Suite 2600, 1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X1, on or before (Pacific Time) /                        (Eastern Time) on                         , 2016 or 48 hours before the date of any adjournment of the QLT special meeting at which the proxy is to be voted, or (ii) deposited with the Chairman of the QLT board of directors on the date of the QLT special meeting or any adjournment of it before the taking of any vote in respect of which the proxy is to be used.

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

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      your brokerage firm, securities dealer, trust company, bank or other nominee institution to learn how to make that change.

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

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

    submitting a duly executed proxy card bearing a later date;

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

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

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

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

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

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

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

A.
QLT:    Canadian regulatory policy requires brokers and other intermediaries to seek voting instructions from beneficial shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by beneficial shareholders in order to ensure that their QLT common shares are voted at the QLT special meeting. The form of proxy supplied to a beneficial shareholder by its broker (or the agent of the broker) is substantially similar to the instrument of proxy provided directly to registered QLT shareholders by QLT. However, its purpose is limited to instructing the registered QLT shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the beneficial shareholder. A beneficial shareholder who receives a voting instruction form from its broker or other intermediary cannot use that form

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    to vote QLT common shares directly at the QLT special meeting. The voting instruction form must be returned to your broker or other intermediary (or instructions respecting the voting of QLT common shares must otherwise be communicated to your broker or other intermediary) well in advance of the QLT special meeting in order to have the QLT common shares voted. If you have any questions respecting the voting of QLT common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

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

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

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

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

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

Q.
What is a proxy?

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

Q.
Who will solicit and pay the cost of soliciting proxies?

A.
QLT:    The QLT board of directors and QLT management are soliciting your proxy for use at the QLT special meeting and any adjournment or postponement thereof. All associated costs of the proxy solicitation will be borne by QLT. In addition to the use of the mail, proxies may be solicited by directors, officers and other employees of QLT, without additional remuneration, by personal interview, telephone, facsimile or otherwise. QLT will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial shareholders of shares and

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    will provide customary reimbursement to such firms for the cost of forwarding these materials. QLT has retained Mackenzie Partners, Inc. to assist in its solicitation of proxies and has agreed to pay them a fee estimated to be up to approximately $25,000, plus reasonable expenses, for these services.

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

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

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

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

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

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

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

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

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

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

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

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

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

Q.
What do I need to do now?

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

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

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

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

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

A.
Neither QLT shareholders nor Aegerion stockholders are entitled to appraisal or dissenter's rights in connection with the merger or any of the other transactions described in this joint proxy statement/prospectus. See the section entitled "Appraisal and Dissenter's Rights" beginning on page 193.

Q.
Where can I find more information about QLT or Aegerion?

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

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Q.
Who can help answer any other questions I might have?

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

QLT Shareholders:   Aegerion Stockholders:


LOGO

 


LOGO

105 Madison Avenue
New York, NY 10016
+ 1 (212) 929-5500 (Call Collect)
+ 1 (800) 322-2885 (Toll Free)
proxy@mackenziepartners.com

 

1212 Avenue of the Americas,
24th Floor
New York, NY 10036
+ 1 (212) 297-0720 (Main)
+ 1 (855) 208-8903 (Toll Free)
info@okapipartners.com

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SUMMARY

        This summary highlights selected information contained in this joint proxy statement/prospectus and does not contain all the information that may be important to you. QLT and Aegerion urge you to carefully read this joint proxy statement/prospectus in its entirety, as well as all Annexes. Additional important information also is contained in the documents incorporated by reference into this joint proxy statement/prospectus; see the section entitled "Where You Can Find Additional Information" beginning on page 217.

        When referring to equity holders of the two parties to the merger, this document generally uses "shareholders" with respect to QLT and "stockholders" with respect to Aegerion and "shareholders" with respect to both companies, unless the context otherwise requires.

The Companies

    QLT

        QLT Inc., a corporation incorporated under the laws of British Columbia, is headquartered in Vancouver, British Columbia, Canada. QLT is a biotechnology company dedicated to the development and commercialization of innovative ocular products that address the unmet medical needs of patients and clinicians worldwide. QLT is focused on developing its 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.

        QLT is 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 ("IRD"). QLT is currently working towards initiating a pivotal, Phase 3 multi-center, placebo controlled, 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 (the "EMA") and the U.S. Food and Drug Administration (the "FDA").

        QLT's principal executive offices are located at 887 Great Northern Way, Suite 250, Vancouver, B.C., Canada, V5T 4T5 and its telephone number is (604) 707-7000. QLT common shares are listed on the NASDAQ Global Select Market and the Toronto Stock Exchange and trade under the symbols "QLTI" and "QLT", respectively.

        This joint proxy statement/prospectus incorporates important business and financial information about QLT from other documents that are incorporated by reference; see the section entitled "Where You Can Find Additional Information" beginning on page 217.

    Aegerion

        Aegerion Pharmaceuticals, Inc., 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 ("LDL") apheresis where available, to reduce low-density lipoprotein cholesterol ("LDL-C"), total cholesterol ("TC"), apolipoprotein B ("apo B") and non-high-density lipoprotein cholesterol ("non-HDL-C") in adult patients with homozygous familial hypercholesterolemia ("HoFH"). Aegerion launched JUXTAPID in the U.S. in late January 2013. In July 2013, Aegerion received marketing authorization for lomitapide in the European Union ("EU"), under the brand name LOJUXTA® (lomitapide) hard

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capsules ("LOJUXTA"), as a treatment for adult patients with HoFH. Lomitapide is also approved for the treatment of adult HoFH in Mexico, Canada, Taiwan, South Korea 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 U.S. or the EU.

        Aegerion acquired its second product, metreleptin, from Amylin Pharmaceuticals, LLC ("Amylin") and AstraZeneca Pharmaceuticals LP ("AstraZeneca"), an affiliate of Amylin, in January 2015. Metreleptin, a recombinant analog of human leptin, is currently marketed in the U.S. 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 ("GL"). Metreleptin is also sold on a named patient basis in Brazil and Argentina as a result of the approval of metreleptin in the U.S.

        Aegerion's principal executive offices are located at One Main Street, Suite 800, Cambridge, Massachusetts 02142 and its telephone number is (617) 500-7867. Shares of Aegerion common stock are listed on NASDAQ and trade under the symbol "AEGR."

        This joint proxy statement/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" beginning on page 217.

    MergerCo

        Isotope Acquisition Corp. ("MergerCo") is a corporation incorporated under the laws of the State of Delaware and is a wholly-owned indirect subsidiary of QLT. MergerCo was organized on May 7, 2015. MergerCo has conducted its operations only as contemplated by the merger agreement and has not incurred any material obligations or liabilities except as pursuant to the merger agreement and that certain Agreement and Plan of Merger dated June 8, 2015, as amended, by and among QLT, InSite Vision Incorporated ("InSite") and MergerCo, which was terminated on September 15, 2015.

        MergerCo's registered office is located at Corporation Services Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle.

The Merger

        On June 13, 2016, a special committee of the QLT board of directors recommended the merger agreement and the merger to the QLT board of directors, which approved the merger agreement and the merger, subject to resolution to the satisfaction of the QLT special committee of two then-outstanding transaction points. At a further meeting on June 14, 2016, the QLT special committee confirmed that it was satisfied with the resolution of those two points. On June 14, 2016, the Aegerion board of directors approved the merger agreement and the merger.

        At the effective time of the merger, each issued and outstanding share of Aegerion common stock (other than shares owned by Aegerion, QLT or any of their subsidiaries) will automatically be converted into the right to receive 1.0256 QLT common shares. The equity exchange ratio may be reduced if, prior to closing of the merger, Aegerion settles (i) the DOJ/SEC Investigations for amounts that exceed the amounts set forth in Aegerion's preliminary agreements in principle with the DOJ or SEC and/or (ii) the pending putative Class Action Lawsuit for an amount that exceeds Aegerion's director and officer insurance coverage. The maximum aggregate excess settlement amount to be reflected in the equity exchange ratio adjustment is $25 million. In the event that either or both of the

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Class Action Lawsuit and the DOJ/SEC Investigations are resolved prior to the closing of the merger for an amount in excess of the negotiated thresholds, the equity exchange ratio will be adjusted downward proportionately with such excess. For example, Aegerion stockholders will receive a fixed equity exchange ratio of 0.9196 QLT common shares for each share of Aegerion common stock that they own in the event such excess equals $5 million and Aegerion stockholders will receive a fixed equity exchange ratio of 0.4955 QLT common shares for each share of Aegerion common stock that they own in the event such excess equals or exceeds $25 million, the maximum excess amount.

        If Aegerion does not settle either the DOJ/SEC Investigations or the Class Action Lawsuit prior to closing of the merger, QLT shareholders will receive Warrants, which will become exercisable in certain circumstances for a number of Novelion common shares upon settlement of the DOJ/SEC Investigations and/or the Class Action Lawsuit. For more information about the Warrants, see the section entitled "The Warrant Agreement" beginning on page 125.

        It is anticipated that upon completion of the merger, the name of QLT will be changed to "Novelion Therapeutics Inc.," the common shares of which, including shares to be issued in the merger, will continue to trade on NASDAQ and the TSX under the symbols "NVLN" and "NVL", respectively. For more information on the merger, see the section entitled "The Merger" beginning on page 42.

Recommendation of the QLT Board of Directors

        After careful consideration, the QLT board of directors recommends that QLT shareholders vote "FOR" each proposal being submitted to a vote of the QLT shareholders at the QLT special meeting. All of the members of the QLT board of directors who voted on the matter approved such recommendations.

        For a more complete description of QLT's reasons for the merger and the recommendations of the QLT board of directors, see the section entitled "The Merger—Recommendation of the QLT Board of Directors; QLT's Reasons for the Merger" beginning on page 62.

Recommendation of the Aegerion Board of Directors

        After careful consideration, the Aegerion board of directors recommends that Aegerion stockholders vote "FOR" each proposal being submitted to a vote of the Aegerion stockholders at the Aegerion special meeting. All of the members of the Aegerion board of directors approved such recommendations.

        For a more complete description of Aegerion's reasons for the merger and the recommendations of the Aegerion board of directors, see the section entitled "The Merger—Recommendation of the Aegerion Board of Directors; Aegerion's Reasons for the Merger" beginning on page 73.

Opinions of Financial Advisors

    QLT's Financial Advisor

        In connection with the merger, QLT's financial advisor, Greenhill & Co., LLC ("Greenhill"), delivered a written opinion, dated June 13, 2016, to the QLT board of directors as to the fairness, from a financial point of view and as of such date, to QLT of the equity exchange ratio provided for pursuant to the merger agreement. The full text of Greenhill's written opinion, dated June 13, 2016, is attached as Annex B to this joint proxy statement/prospectus and is incorporated in this document by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by Greenhill in rendering its opinion. Greenhill delivered its opinion to the QLT board of directors for the information of the QLT board of directors (in its capacity as such) in connection with and for purposes of its

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evaluation of the equity exchange ratio from a financial point of view to QLT and did not express any opinion as to any other terms, aspects or implications of the merger or related transactions. Greenhill was not requested to opine as to, and its opinion did not in any manner address, the underlying business decision to proceed with or effect the merger or any related transactions. Greenhill's opinion is not and did not constitute a recommendation to the members of the QLT board of directors as to whether they should approve or take any other action in connection with the merger, any related transactions, the merger agreement or related documents, nor did it constitute a recommendation as to how any shareholder should vote or act in connection with the merger, any related transactions or otherwise.

    Aegerion's Financial Advisor

        Aegerion retained J.P. Morgan Securities LLC ("J.P. Morgan") to act as its financial advisor in connection with the proposed merger. At the meeting of the Aegerion board of directors on June 14, 2016, J.P. Morgan rendered its oral opinion to the Aegerion board of directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the equity exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Aegerion common stock. The oral opinion was subsequently confirmed in writing by delivery of J.P. Morgan's written opinion dated June 14, 2016.

        The full text of the written opinion of J.P. Morgan, dated June 14, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in rendering its opinion, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. Aegerion stockholders are urged to read the opinion in its entirety. J.P. Morgan's opinion was addressed to the Aegerion board of directors, was directed only to the fairness from a financial point of view of the equity exchange ratio in the proposed merger as of the date of the opinion and did not constitute a recommendation to any Aegerion stockholder as to how such Aegerion stockholder should vote with respect to the proposed merger or any other matter.

Voting Agreements

    Aegerion Voting Agreements

        Concurrently with the execution of the merger agreement on June 14, 2016, QLT entered into separate voting agreements (each, an "Aegerion Voting Agreement" and collectively, the "Aegerion Voting Agreements") with each of Broadfin Healthcare Master Fund, Ltd. ("Broadfin") (13.6%) and Sarissa Capital Domestic Fund L.P. ("Sarissa Capital Domestic") and Sarissa Capital Offshore Master Fund LP ("Sarissa Capital Offshore" and, together with Sarissa Capital Domestic, "Sarissa Capital") (collectively, the "Aegerion Voting Stockholders") (9.0%), who beneficially own in the aggregate approximately 22.6% of the outstanding shares of Aegerion common stock as of September 6, 2016. Pursuant to the Aegerion Voting Agreements, each of Aegerion Voting Stockholders agreed during the term of its respective Aegerion Voting Agreement to, among other things, (i) vote its shares of Aegerion common stock held of record or beneficially owned as of the date of the Aegerion Voting Agreements and any shares of Aegerion common stock (and other voting securities of Aegerion) that become owned (whether of record or beneficially) by the Aegerion Voting Stockholders after the execution of the Aegerion Voting Agreements in favor of the merger and the other transactions contemplated in the merger agreement and against any competing transaction that may be proposed, and (ii) not sell or otherwise transfer or encumber its shares of Aegerion common stock prior to consummation of the merger. The Aegerion Voting Agreements may terminate early in certain circumstances, including upon a change of recommendation by the QLT board of directors or the Aegerion board of directors. For more information regarding the Aegerion Voting Agreements, see the section entitled "The Voting Agreements" beginning on page 124.

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    QLT Voting Agreements

        Concurrently with the execution of the merger agreement on June 14, 2016, Aegerion entered into separate voting agreements (each, a "QLT Voting Agreement" and collectively, the "QLT Voting Agreements") with each of Broadfin (8.4%), Healthcare Value Partners, LP ("HCV") (4.1%), The K2 Principal Fund L.P. ("K2") (3.7%), Tiger Legatus Capital Management, LLC ("Tiger Legatus") (3.1%), JW Partners, LP and JW Opportunities Master Fund, Ltd. (together, the "JW Funds") (3.0%), Armistice Capital Master Fund, Ltd. ("Armistice") (2.0%), and Levcap Alternative Fund, L.P., Ulysses Partners, L.P., and Ulysses Offshore Fund, Ltd. (together, the "Levin Funds") (0.5%) (collectively, the "QLT Voting Shareholders"), who beneficially own in the aggregate approximately 24.8% of the outstanding QLT common shares. Pursuant to the QLT Voting Agreements, each QLT Voting Shareholder agreed, subject to limited exceptions, during the term of its respective QLT Voting Agreement to, among other things, (i) vote its QLT common shares held of record or beneficially owned as of the date of the QLT Voting Agreements and any QLT common shares (and other voting securities of QLT) that become owned (whether of record or beneficially) by the QLT Voting Shareholder after the execution of the QLT Voting Agreements (a) in favor of the issuance of the Warrants and QLT common shares pursuant to the merger agreement and the transactions contemplated by the merger agreement, (b) in favor of an amendment to the QLT Stock Option Plan to increase the number of QLT common shares available for issuance thereunder in accordance with the terms of the merger agreement and (c) against any competing transaction that may be proposed, and (ii) not sell or otherwise transfer or encumber its QLT common shares prior to consummation of the merger. The QLT Voting Agreements may terminate early in certain circumstances, including upon a change of recommendation by the QLT board of directors or the Aegerion board of directors. For more information regarding the QLT Voting Agreements, see the section entitled "The Voting Agreements" beginning on page 124.

Warrant Agreement

        In connection with the merger agreement, QLT agreed to enter into the warrant agreement (the "warrant agreement") with Computershare Trust Company of Canada substantially in the form attached to the merger agreement as Exhibit C. The warrant agreement provides for the DOJ/SEC Matter Warrant and the Class Action Lawsuit Warrant. If either the DOJ/SEC Investigations or the Class Action Lawsuit is resolved prior to the closing of the merger, the Warrant relating to such matter will not represent a right to receive any additional QLT common shares. Further, if either the DOJ/SEC Investigations or the Class Action Lawsuit, or both, is or are resolved prior to the closing of the merger and the amounts for which either or both matters is resolved exceeds the negotiated thresholds by $25 million or more in the aggregate, Warrants related to such matters will not represent a right to receive any additional QLT common shares.

        Each Warrant entitles the QLT shareholders as of the QLT record date and the Investors (together, the "Holders") to purchase a certain number of Novelion common shares for a purchase price of $0.01 per full share if (i) the DOJ/SEC Investigations are resolved for amounts in excess of $40 million, or (ii) if the Class Action Lawsuit is resolved for amounts in excess of insurance proceeds (the $40 million in respect of the DOJ/SEC Investigations and the insurance proceeds in respect of the Class Action Lawsuit are referred to in this joint proxy statement/prospectus as the "negotiated thresholds"). Such excess above the negotiated thresholds for the DOJ/SEC Investigations or the Class Action Lawsuit, individually or in the aggregate, is referred to as the "Excess Loss"; provided, that in the event such excess is equal to or less than $1 million, then the Excess Loss shall be deemed to equal $0. The purpose of the DOJ/SEC Matter Warrants and Class Action Lawsuit Warrants is to provide legacy QLT shareholders, including the Investors participating in the proposed private placement, with the relative ownership percentage of Novelion that such shareholders would have held if the DOJ/SEC

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Investigations or Class Action Lawsuit had been resolved for amounts in excess of the negotiated thresholds described above prior to the closing of the merger.

        The Excess Loss for the DOJ/SEC Investigations and the Class Action Lawsuit, in the aggregate, is capped at $25 million, meaning that any Warrants that may be outstanding if and when such cap is reached will not represent a right to receive any additional shares. Warrants will be (i) distributed as a record date distribution to the QLT shareholders and (ii) sold as part of the pre-closing private placement to the Investors who are party to the unit subscription agreement. Exercise of the Warrants will be through a cashless exercise and no fractional shares will be issued upon the exercise of Warrants. The warrant agreement will terminate if (i) the merger is not consummated by the Outside Date (as defined in the merger agreement) or (ii) three months after the Holders receive the later of the notice of the DOJ/SEC Investigations Warrant Final Resolution (as defined below) or the notice of the Class Action Lawsuit Warrant Final Resolution. For more information about the Warrants, see the section entitled "The Warrant Agreement" beginning on page 125.

Unit Subscription Agreement

        On June 14, 2016, QLT, Deerfield International Master Fund, L.P., Deerfield Partners, L.P., Broadfin, the JW Funds, K2, HCV, Tiger Legatus, Sarissa Capital, Armistice, the Levin Funds and Jason Aryeh, Chairman of the QLT board of directors (together, the "Investors") entered into the unit subscription agreement (the "unit subscription agreement"). Pursuant to the unit subscription agreement, immediately prior to the consummation of the merger, QLT will sell to the Investors in a private placement Units consisting of (i) a maximum of 12,363,636 QLT common shares, a portion of which may be issued upon the exercise of a Derivative Security (as defined in the unit subscription agreement) (such common shares or Derivative Security, the "Private Placement Shares") and (ii) an equal number of Warrants (together with the Private Placement Shares, the "Units"), at a purchase price per Unit of $1.76 and an aggregate subscription price of $21,760,000.

        The unit subscription agreement is subject to the following closing conditions, among others, (i) the Private Placement Shares having been approved for listing on NASDAQ and the Toronto Stock Exchange, subject to official notice of issuance; (ii) there having been no material amendment, modification or waiver of a material right under the merger agreement in the form as executed by the parties thereto as of the date of the unit subscription agreement; (iii) there having been no pending suit, action or proceeding by any person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by the unit subscription agreement; and (iv) QLT and each of the Investors having performed and complied in all material respects with their respective obligations and agreements required by the unit subscription agreement to be performed or complied with by QLT and each Investor prior to the investment date. The unit subscription agreement may be terminated under certain circumstances, including, among others, automatically upon the valid termination of the merger agreement.

Interests of QLT Directors and Executive Officers in the Merger

        In considering the recommendation of the QLT board of directors with respect to the merger, QLT shareholders should be aware that the directors and executive officers of QLT have interests in the merger that may be different from, or in addition to, the interests of QLT shareholders generally. The QLT board of directors was aware of these interests and considered them, among other matters, in adopting resolutions approving the merger agreement, recommending that the holders of QLT common shares vote to approve the issuance of QLT common shares and Warrants pursuant to the transactions contemplated by the merger agreement (the "QLT Shareholder Resolutions") and the amendment of the QLT Stock Option Plan to increase the shares available for issuance thereunder in accordance with the merger agreement (the "QLT Plan Resolution"), and directing that the QLT Shareholder Resolutions and the QLT Plan Resolution be submitted to a vote of the QLT shareholders. These

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interests are described in further detail in "The Merger—Interests of QLT Directors and Executive Officers in the Merger" beginning on page 88.

        None of QLT's named executive officers or directors is party to a change in control agreement or other agreement that provides for benefits solely upon the occurrence of the transactions contemplated by the merger agreement except as discussed below relating to certain equity awards. One officer is party to a change in control severance agreement with "double-trigger" change of control severance provisions, as is discussed in further detail in "The Merger—Interests of QLT Directors and Executive Officers in the Merger" beginning on page 88.

        As described below under the heading "The Merger—Interests of QLT Directors and Executive Officers in the Merger—QLT Equity Incentive Awards" the vesting of DSUs held by directors of QLT will be automatically accelerated at the effective time of the merger in accordance with The Directors' Deferred Share Unit Plan for Non-Employee Directors. In addition, when a director ceases to be a member of the QLT board of directors, his vested DSUs are automatically converted into cash. The value of a DSU, when converted to cash, will be equivalent to the market value of a QLT common share at the time the conversion takes place. It is anticipated that two current directors of QLT will leave the QLT board of directors at the effective time of the merger.

        As described under the heading "—Unit Subscription Agreement" above, Mr. Aryeh is also one of the Investors who has entered into the unit subscription agreement and will be investing in QLT in exchange for the Units.

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

Interests of Aegerion Directors and Executive Officers in the Merger

        In considering the recommendation of the Aegerion board of directors with respect to the merger, Aegerion stockholders should be aware that Aegerion's directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Aegerion stockholders generally.

        Interests of the Aegerion board of directors and executive officers include:

    the employment of Ms. Szela as Chief Executive Officer of Novelion following the merger, for which Ms. Szela is expected to receive cash and equity compensation;

    the employment of members of Aegerion management by Novelion or the surviving corporation following the merger, for which such executive officers are expected to receive cash and equity compensation;

    the service of certain Aegerion directors as members of the board of directors of Novelion following the merger, for which such directors (other than any director who is also an officer of Novelion) are expected to receive cash and equity compensation;

    the payment to Aegerion directors who will not join the board of directors of Novelion following the merger of $50,000 in cash in lieu of 2016 Aegerion annual director stock option grants, with such payment to be made immediately prior to the closing of the merger;

    the exchange of in-the-money options to purchase shares of Aegerion common stock ("Aegerion Stock Options") and restricted stock units with respect to Aegerion common stock ("Aegerion RSUs") held by Aegerion directors and executive officers for adjusted options to acquire QLT common shares ("Adjusted Options") and adjusted RSUs in respect of QLT common shares

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      ("Adjusted RSUs"), as applicable (for additional details, please see the section entitled "The Merger—Treatment of Aegerion Equity Awards");

    continued indemnification and directors' and officers' liability insurance to be provided by the surviving corporation in favor of current and former directors and officers;

    the receipt by Aegerion's executive officers of certain severance benefits, including accelerated vesting of equity awards, in connection with a qualifying termination of employment following the merger and, with respect to Gregory Perry, Aegerion's Chief Financial and Administrative Officer, the accelerated payment of a bonus amount in connection with the merger; and

    potential tax gross-up payments to directors and executive officers if such individuals are required to pay an excise tax under Section 4985 of the Code (relating to so-called corporate inversions).

        None of Aegerion's named executive officers or directors is party to a change in control agreement or other agreement that provides for benefits solely upon the occurrence of the transactions contemplated by the merger agreement, except that Aegerion Stock Options held by Aegerion non-employee directors will accelerate in connection with merger and Mr. Perry is entitled to the accelerated payment of a bonus amount in connection with the merger. Under the merger agreement, if the exercise price of such stock options exceeds the fair market value of the merger consideration, such Aegerion Stock Options will be cancelled at the effective time with no consideration due to the non-employee directors.

        The Aegerion board of directors was aware of these interests and considered them, among other matters, in adopting the merger agreement and approving the transactions contemplated by the merger agreement and in recommending that you vote to approve the proposals being submitted to the Aegerion stockholders at the Aegerion special meeting.

        For a more complete discussion of the interests of the directors and executive officers of Aegerion in the merger, see the section entitled "The Merger—Interests of Aegerion Directors and Executive Officers in the Merger" beginning on page 90.

Board of Directors and Executive Officers Following the Merger

        Board of Directors.    QLT and Aegerion will use commercially reasonable efforts to cause the board of directors of Novelion following the merger and until the 2017 annual meeting of Novelion to consist of four individuals designated by Aegerion, four individuals designated by QLT, one individual designated by Broadfin Capital, LLC ("Broadfin Capital") and one individual designated by Sarissa Capital Management LP ("Sarissa Capital Management"). If the requisite QLT shareholder approval necessary to effect the board composition described above is not obtained prior to the completion of the merger, the board of directors of Novelion will consist of three individuals designated by Aegerion, three individuals designated by QLT, one individual designated by Broadfin Capital and one individual designated by Sarissa Capital Management. For a specified period of time following the merger, Sarissa Capital Management would have the right to designate one additional member of the board of directors of Novelion.

        Chief Executive Officer.    Following the completion of the merger, Mary Szela, Chief Executive Officer of Aegerion, will serve as Chief Executive Officer of Novelion.

        In addition, the officers of Aegerion as of immediately prior to the merger will be the officers of the surviving corporation following the merger.

        For a more complete discussion of the directors and executive officers of Novelion, see the section entitled "The Merger—Board of Directors and Management Following the Merger" beginning on page 95.

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Regulatory Clearances Required for the Merger

        QLT and Aegerion have each agreed to cooperate and use commercially reasonable efforts to (i) provide such notices and obtain such waivers, consents, clearances and approvals that may be required or reasonably necessary to consummate the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any other federal, provincial, state or foreign law designed to prohibit, restrict or regulate actions relating to monopolization or restraint of trade or foreign investment (collectively, "Relevant Laws"), and (ii) respond to any requests of any governmental authority for information or documentary material under any Relevant Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any judgment, injunction, order, decision, ruling, determination, award, decree or similar action (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the merger under any Relevant Law. QLT and Aegerion have also each agreed to consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to any Relevant Law prior to their submission.

        QLT and Aegerion have determined that, subject to additional changes, including, without limitation, an increase in QLT's or Aegerion's stock price, no waivers, consents, clearances or approvals are required under any Relevant Law to consummate the merger.

        For a more complete discussion of regulatory matters relating to the merger, see the section entitled "The Merger—Regulatory Clearances Required for the Merger" beginning on page 96.

Material United States Federal Income Tax Consequences of the Merger

        A U.S. holder of Aegerion common stock generally will recognize gain or loss, if any, on the receipt of QLT common shares in exchange for shares of Aegerion common stock in the merger pursuant to the merger agreement. The amount of gain or loss recognized by holders of Aegerion common stock should equal the difference, if any, between the fair market value of the QLT common shares received in the merger over the U.S. holder's adjusted tax basis in the shares of Aegerion common stock. The deductibility of loss, if any, of a U.S. holder of Aegerion common stock as a result of the merger may be subject to limitation for U.S. federal income tax purposes. A U.S. holder will be subject to U.S. federal income tax on any gain recognized without a corresponding receipt of cash. Each Aegerion stockholder should consult its own tax adviser as to the particular tax consequences of the merger, including the effect of U.S. federal, state and local tax laws or foreign tax laws. See "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Income Tax Considerations for U.S. Holders of Common Stock—U.S. Federal Income Tax Consequences of the Merger to Aegerion Stockholders" beginning on page 131.

        A U.S. holder of QLT common shares generally will not recognize income, gain or loss in respect of the distribution or exercise of the Warrants, but generally will recognize gain or loss, if any, in respect of their sale in an amount equal to the proceeds received less the portion, if any, of the basis in a holder's QLT common shares that is allocable to the Warrants. QLT notes, however, that the terms of the Warrants are unusual, and recommends that each of its shareholders consult its own tax adviser as to the particular tax consequences of the distribution, ownership and disposition of the Warrants, including the effect of U.S. federal, state and local tax laws or foreign tax laws. See "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Income Tax Considerations for U.S. Holders of Common Stock—Distribution of Warrants to QLT Shareholders" beginning on page 132.

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QLT/Novelion Status as a Passive Foreign Investment Corporation (a "PFIC") for U.S. federal income tax purposes.

        QLT likely was classified as a PFIC for 2008 through 2015. If Novelion is treated as a foreign corporation for U.S. federal income tax purposes, QLT/Novelion expects to be classified as a PFIC in 2016 and may continue to be so classified in future years. The determination of whether Novelion is a PFIC will be made annually and will depend on the particular facts and circumstances (such as the valuation of its assets, including goodwill and other intangible assets) and also may be affected by the application of the PFIC rules, which are subject to differing interpretations.

        The rules governing PFICs can have adverse tax effects on U.S. holders (as such term is defined in "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Tax Considerations for U.S. Holders of Common Stock" beginning on page 131), which may be mitigated by making certain elections for U.S. federal income tax purposes, which elections may or may not be available. If Novelion is a PFIC in any year, a U.S. holder of common shares in such year will be required to file an annual information return on IRS Form 8621 regarding distributions received on such common shares and any gain realized on disposition of such common shares and will generally be required to file an annual information return with the IRS (also on IRS Form 8621, which PFIC shareholders are required to file with their U.S. federal income tax or information return) relating to their ownership of Novelion common shares. Additionally, if Novelion is classified as a PFIC in any taxable year with respect to which a U.S. holder owns common shares, it generally will continue to be treated as a PFIC with respect to such U.S. holder in all succeeding taxable years, regardless of whether it continues to meet the tests described above, unless the U.S. holder makes a "deemed sale election." See "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Tax Considerations for U.S. Holders of Common Stock—Passive Foreign Investment Company" beginning on page 135.

Governing Documents Following the Merger

        The notice of articles and articles of Novelion immediately following the effective time of the merger will be unchanged from the notice of articles and articles of QLT as in effect immediately prior to the effective time of the merger.

        It is anticipated that the name of QLT will be changed to "Novelion Therapeutics Inc." upon completion of the merger.

Expected Timing of the Merger

        QLT and Aegerion are working to complete the merger and expect the merger to close before the end of 2016. However, the merger is subject to (i) the adoption of the merger agreement by the Aegerion stockholders and (ii) the approval of the issuance of (a) QLT common shares necessary to effect the transactions contemplated by the merger agreement, (b) the Warrants, (c) QLT common shares and Warrants to the Investors and (d) QLT common shares on the exercise of the Warrants by the required vote of QLT shareholders, as well as other conditions, and it is possible that factors outside the control of both companies could result in the merger being completed at a later time, or not at all. See "The Merger Agreement—Conditions to the Completion of the Merger" beginning on page 118 and "Risk Factors" beginning on page 20.

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Conditions to Completion of the Merger

        A number of conditions must be satisfied or waived before the parties are obligated to complete the merger. These include, among others:

    the requisite QLT and Aegerion stockholder approvals shall have been obtained;

    the registration statement on Form S-4 of which this joint proxy statement/prospectus is a part shall be effective;

    the QLT common shares to be issued in connection with the transactions contemplated by the merger agreement shall have been approved for listing on NASDAQ and the TSX;

    the required regulatory approvals shall have been obtained;

    no applicable law or order shall be in effect that imposes, and no action shall be pending or threatened that seeks to impose, any material limitations on QLT's ownership of Aegerion;

    no governmental authority shall have enacted any law or order that prevents or prohibits consummation of the merger or any of the other transactions contemplated in the merger agreement, and no governmental authority shall have instituted any proceeding seeking to prohibit consummation of the merger;

    QLT shall have entered into the Aegerion Supplemental Indenture, which provides that, effective at the effective time of the merger, each outstanding Aegerion Note will no longer be convertible into Aegerion common stock and will be convertible solely into Novelion common shares;

    the private placement by QLT contemplated by the unit subscription agreement shall have been consummated for a minimum aggregate subscription price of $17,500,000;

    QLT shall have completed the distribution of the Warrants in accordance with the terms and conditions of the warrant agreement;

    the representations and warranties made in the merger agreement by Aegerion, QLT and MergerCo, respectively, shall be true and correct, subject to certain materiality thresholds;

    there shall not have occurred any result, fact, change, effect, event, circumstance, occurrence or development that would reasonably be expected to have a material adverse effect on either party; and

    each party shall have performed, in all material respects, all obligations to be performed by such party at or prior to the effective time of the merger.

        For more information regarding conditions to the completion of the merger and a complete list of such conditions, see the section entitled "The Merger Agreement—Conditions to the Completion of the Merger" beginning on page 118.

Termination of the Merger Agreement

        Aegerion and QLT may, by mutual written consent, agree to terminate the merger agreement. In addition, either Aegerion or QLT may terminate the merger agreement:

    if the closing shall not have occurred on or before 11:59 p.m., Eastern Time, on December 14, 2016 (such date, or February 14, 2017 if the registration statement on Form S-4 of which this joint proxy statement/prospectus is a part is not declared effective within three months of the initial filing of such registration statement, the "Outside Date"), except that such termination right will not be available to a party if its failure to fulfill any obligation or the breach of any representation or warranty made by such party under the merger agreement has been a principal cause of, or resulted in, the failure of the closing to occur by such date;

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    if the requisite resolutions in favor of the issuance of securities of QLT necessary to effect the transactions contemplated by the merger agreement, including the issuance of QLT common shares contemplated by the unit subscription agreement shall not have been adopted by the QLT shareholders;

    if the requisite vote by the Aegerion stockholders for approval of the adoption of the merger agreement has not been obtained; or

    if any law makes consummation of the merger illegal or prohibits consummation of the merger or if any governmental authority has issued an order prohibiting the merger.

Aegerion may unilaterally terminate the merger agreement:

    if the QLT board of directors changes its recommendation to approve the transactions contemplated by the merger agreement;

    to permit Aegerion to enter into an agreement that constitutes a superior proposal, provided Aegerion complies with its non-solicitation and QLT match right obligations under the merger agreement;

    if QLT materially breaches its non-solicitation and Aegerion match right covenants in the merger agreement;

    if QLT breaches any of its representations, warranties, covenants or other agreements contained in the merger agreement, which breach would cause any of the conditions precedent to Aegerion's obligation to consummate the merger not to be satisfied and which breach is not cured within 30 days following written notice of such breach or that by its nature or timing cannot be cured within that time; or

    if a material adverse effect on QLT shall have occurred since the date of the merger agreement.

QLT may unilaterally terminate the merger agreement:

    if the Aegerion board of directors changes its recommendation that Aegerion stockholders adopt the merger agreement;

    to permit QLT to enter into an agreement that constitutes a superior proposal, provided QLT complies with its non-solicitation and Aegerion match right obligations under the merger agreement;

    if Aegerion materially breaches its non-solicitation and QLT match right covenants in the merger agreement;

    if Aegerion breaches any of its representations, warranties, covenants or other agreements contained in the merger agreement, which breach would cause any of the conditions precedent to QLT's obligation to consummate the merger not to be satisfied and which breach is not cured within 30 days following written notice of such breach or that by its nature or timing cannot be cured within that time; or

    if a material adverse effect on Aegerion shall have occurred since the date of the merger agreement.

        For more information regarding the rights of each of Aegerion and QLT to terminate the merger agreement, see the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page 120.

Termination Fee and Expenses

        The merger agreement provides that each of Aegerion and QLT will be required to pay a $5,000,000 termination fee to the other party following the termination of the merger agreement in

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certain circumstances. For a more complete discussion of the termination fee, see the section entitled "The Merger Agreement—Termination Fee" beginning on page 121.

        Each party will pay its respective legal and accounting costs and expenses incurred in connection with the preparation, execution and delivery of the merger agreement and all documents and instruments executed pursuant to the merger agreement and any other costs and expenses incurred by such party, except that any filing fees associated with any filings made pursuant to the HSR Act will be split evenly between QLT and Aegerion.

Term Loan Facility

        On June 14, 2016, QLT entered into a loan and security agreement (the "loan and security agreement") with Aegerion concurrently with the execution of the merger agreement, pursuant to which QLT agreed to provide a term loan facility to Aegerion in an aggregate principal amount not to exceed $15 million. Aegerion borrowed $3 million under the loan and security agreement on June 15, 2016 and may also borrow up to an additional $3 million per month (commencing in July 2016) if and to the extent such amounts are necessary in order for Aegerion to maintain an unrestricted cash balance of $25 million, subject to the satisfaction of certain terms and conditions. The QLT Loans (as defined below) mature on the earliest of (i) July 1, 2019, (ii) the maturity date of the Aegerion Notes (as defined below), (iii) three business days after a termination of the merger agreement by Aegerion and (iv) 90 days after a termination of the merger agreement by QLT.

Litigation Relating to the Merger

        In connection with the merger, a putative stockholder class action lawsuit has been filed in the United States District Court for the District of Massachusetts. Aegerion and QLT believe that the claims asserted in the complaint are without merit. For a more detailed discussion of the litigation related to the merger, see the section entitled "The Merger—Litigation Relating to the Merger" beginning on page 99.

Comparison of Rights of Shareholders

        As a result of the merger, Aegerion stockholders will become holders of Novelion common shares and their rights will be governed by British Columbia law, instead of the Delaware General Corporation Law (the "DGCL"), and the Notice of Articles of Novelion and Articles of Novelion, which will be identical to the Notice of Articles and Articles of QLT as in effect immediately prior to the effective time of the merger. Following the merger, former Aegerion stockholders will have different rights as QLT shareholders than they did as Aegerion stockholders. For a summary of the material differences between the rights of Aegerion stockholders and QLT shareholders, see "Comparison of Rights of QLT Shareholders and Aegerion Stockholders" beginning on page 179.

Listing of QLT Common Shares; Delisting and Deregistration of Shares of Aegerion Common Stock

        It is a condition of the merger that the QLT common shares to be issued to Aegerion stockholders pursuant to the merger be authorized for listing on the NASDAQ and the TSX at the effective time of the merger. Upon completion of the merger, shares of Aegerion common stock currently listed on NASDAQ will cease to be listed on NASDAQ and will be subsequently deregistered under the Exchange Act. For more information regarding the listing of QLT common shares and the delisting and deregistration of shares of Aegerion common stock, see the section entitled "The Merger—NASDAQ and TSX Listing of QLT Common Shares; Delisting and Deregistration of Aegerion Common Stock" beginning on page 98.

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The QLT Special Meeting

        The special meeting of QLT shareholders will be held at                on                , at         a.m. (Pacific Time)/         a.m. (Eastern Time). The special meeting of QLT shareholders is being held for the following purposes:

    to consider and vote on the Issuance of Shares Proposal;

    to consider and vote on the Election of Directors Proposal;

    to consider and vote on the Amendment of the QLT Stock Option Plan Proposal.

    Issuance of Shares

        The securities of QLT to be issued pursuant to the Issuance of Shares Proposal, based on the Aegerion and QLT securities outstanding on September 6, 2016, are:

    up to a maximum of 30,288,490 QLT common shares to be issued to Aegerion stockholders as merger consideration;

    options to purchase QLT common shares to be issued in exchange for outstanding and unexercised in-the-money Aegerion stock options, and up to a maximum of 4,414,564 QLT common shares issuable thereunder;

    restricted stock units to be issued in exchange for outstanding Aegerion restricted stock units, and up to a maximum of 903,300 QLT common shares issuable in respect thereof;

    the Warrants, and up to a maximum of 56,508,954 QLT common shares issuable upon exercise of such Warrants;

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

    up to a maximum of 8,095,210 QLT common shares reserved for issuance upon conversion of the Aegerion Notes.

        Pursuant to the rules of the TSX and NASDAQ, security holder approval is required in various instances, including where the number of securities issued or issuable in payment of the purchase price in a transaction such as the merger exceeds 25% and 20%, respectively, of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, and where Warrants are issued having an exercise price that is lower than the market price of the underlying common shares at the date of the agreement obligating the listed issuer to issue the Warrants. Because the merger agreement contemplates the issuance of greater than 25% of the current outstanding QLT common shares on a non-diluted basis, and because the exercise price of the Warrants to be issued to the QLT shareholders (including the Investors) prior to the closing of the merger is nominal, the rules of the TSX and NASDAQ require that QLT obtain approval of the resolution approving the issuance of the securities of QLT necessary to effect the transactions contemplated by the merger agreement by the holders of a majority of the QLT common shares voted on the resolution at the QLT special meeting. In addition, Section 626 of the TSX Company Manual requires a listed company to obtain shareholder approval in connection with a "backdoor listing" transaction, which includes a transaction that could result in the security holders of the listed issuer owning less than 50% of the securities or voting power of the entity resulting from the transaction. The TSX has not yet determined whether the merger will be considered a "backdoor listing." If the TSX determines that the merger is a "backdoor listing," in addition to the shareholder approval noted above, Novelion will be required to meet the original listing requirements of the TSX.

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        As of September 6, 2016, there were 52,829,398 QLT common shares outstanding. It is currently estimated that, if the transactions contemplated by the merger agreement, including the private placement pursuant to the unit subscription agreement, are completed, QLT will issue up to a maximum of 30,288,490, additional QLT common shares to holders of Aegerion common stock pursuant to the merger consideration and up to a maximum of 12,363,636 additional QLT common shares to the Investors (including QLT common shares issuable upon exercise of fully paid-up warrants acquired pursuant to the unit subscription agreement), and reserve for issuance up to a maximum of 13,413,074 additional QLT common shares to cover shares underlying the Aegerion Notes and outstanding Aegerion equity awards (including stock options and restricted stock units). The issuance of all of those shares would constitute the issuance of approximately 106% of the number of QLT common shares outstanding at the date hereof. To the extent that the Class Action Lawsuit and/or the DOJ/SEC Investigations are not settled before the closing of the merger, QLT will reserve for issuance up to a maximum of 69,733,715 additional QLT shares in connection with the exercise of the Warrants. The issuance of the maximum number of Warrant shares would constitute the issuance of approximately 71% of the number of QLT common shares expected to be outstanding (including Aegerion restricted stock units and QLT common shares issuable upon exercise of fully-paid warrants acquired pursuant to the unit subscription agreement) immediately following the closing of the pre-merger private placement and the merger.

        The proposal to approve the issuance of QLT securities necessary to effect the merger and the other transactions contemplated by the merger agreement must receive an affirmative vote from a majority of the QLT common shares voted on the proposal.

    Election of Directors

        At QLT's annual general meeting held June 17, 2016, the QLT shareholders elected six directors, each to hold office until the earlier of the close of the next annual meeting of the QLT shareholders following his election or until his successor is elected or appointed. In the merger agreement, QLT and Aegerion agreed to use commercially reasonable efforts to take such action necessary so that, at the effective time of the merger, the QLT board of directors shall consist of 10 individuals, four designated by Aegerion, four designated by QLT, one designated by Broadfin Capital and one designated by Sarissa Capital Management.

        In order to implement the merger agreement, the QLT board of directors has conditionally set at ten the number of directors following the merger. Under the BCA, the election of additional directors to fill vacancies created by an increase in the number of directors set by the board requires the approval of the QLT shareholders.

    Amendment of Stock Option Plan

        Under the QLT Stock Option Plan dated April 25, 2013, as amended and restated effective April 27, 2016, QLT is entitled to grant awards in respect of its unissued common shares up to a maximum of 11,800,000. In the merger agreement, QLT and Aegerion agreed that on closing of the merger, outstanding and unexercised in-the-money Aegerion Stock Options would be exchanged for Adjusted Options and outstanding Aegerion RSUs held by Aegerion RSU holders would be exchanged for Adjusted RSUs.

        The QLT board of directors has determined that it would be in QLT's best interest, in order to meet its commitments under the merger agreement and otherwise, to increase the maximum number of common shares issuable under the QLT Stock Option Plan by 12,000,000 to 23,800,000 shares. Pursuant to the rules of the TSX, that increase will require the approval of the QLT shareholders.

        The proposal to approve an increase in the number of shares available for issuance under the QLT Stock Option Plan, conditional on the closing of the merger transaction, must receive an affirmative vote from a majority of the QLT common shares voted on the proposal.

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    Voting and Voting Agreements

        Only holders of record of QLT common shares at the close of business on                    , 2016, the QLT record date for the QLT special meeting, are entitled to receive notice of, and to vote at, the QLT special meeting or any adjournments or postponements thereof. At the close of business on the QLT record date, QLT common shares were issued and outstanding. A QLT shareholder may cast one vote for each QLT common share he or she owns.

        At the close of business on the QLT record date, directors and executive officers of QLT and their affiliates had the right to vote                QLT common shares, representing approximately            % of the QLT common shares outstanding on that date. QLT expects that its directors and executive officers will vote their QLT common shares in favor of each proposal being submitted to a vote of the QLT shareholders at the QLT special meeting, although none of them has entered into any agreement obligating them to do so.

        In connection with the merger agreement, the QLT Voting Shareholders, who collectively beneficially own approximately 24.8% of the outstanding QLT common shares, each entered into a QLT Voting Agreement with Aegerion pursuant to which each QLT Voting Shareholder agreed, subject to limited exceptions, during the term of its respective QLT Voting Agreement to, among other things, (i) vote its QLT common shares held of record or beneficially owned as of the date of the QLT Voting Agreements and any QLT common shares (and other voting securities of QLT) that become owned (whether of record or beneficially) by the QLT Voting Shareholder after the execution of the QLT Voting Agreements (a) in favor of the issuance of the Warrants and QLT common shares pursuant to the merger and the other transactions contemplated by the merger agreement and upon the exercise of Warrants, (b) in favor of an amendment to the QLT Stock Option Plan, as amended, to increase the number of QLT common shares available for issuance thereunder in accordance with the terms of the merger agreement and (c) against any competing transaction that may be proposed, and (ii) not sell or otherwise transfer or encumber its QLT common shares prior to consummation of the merger. The QLT Voting Agreements may terminate early in certain circumstances, including upon a change of recommendation by the QLT board of directors or the Aegerion board of directors. For more information regarding the QLT Voting Agreements, see the section entitled "The Voting Agreements" beginning on page 124.

The Aegerion Special Meeting

        The Aegerion special meeting is scheduled to be held at                        , on                        , 2016 at         (Eastern Time). The Aegerion special meeting is being held for the following purposes:

    Aegerion Proposal No. 1—Adoption of the Merger Agreement:  To consider and vote on the proposal to adopt the merger agreement, a copy of which is included as Annex A to this joint proxy statement/prospectus;

    Aegerion Proposal No. 2—Advisory Vote on Specific Compensatory Arrangements Relating to the Merger: To consider and vote on the proposal to approve, on an advisory, non-binding basis, specific compensatory arrangements between Aegerion and its named executive officers relating to the merger, as described in this joint proxy statement/prospectus; and

    Aegerion Proposal No. 3—Adjournment of the Aegerion Special Meeting:  To consider and vote on the proposal to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Aegerion special meeting to adopt the merger agreement.

        Only holders of record of Aegerion common stock at the close of business on                        , 2016, the record date for the Aegerion special meeting, will be entitled to notice of, and to vote at, the Aegerion special meeting or any adjournments or postponements thereof. At the close of business on

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the Aegerion record date,                shares of Aegerion common stock were issued and outstanding and held by holders of record.

        At the close of business on the Aegerion record date, Aegerion's directors and executive officers and their affiliates had the right to vote                shares of Aegerion common stock, representing approximately            % of the shares of Aegerion common shares outstanding on that date.

        Concurrently with the execution of the merger agreement on June 14, 2016, QLT entered into the Aegerion Voting Agreements with the Aegerion Voting Stockholders, who beneficially own in the aggregate approximately 22.6% of the outstanding shares of Aegerion common stock. Pursuant to the Aegerion Voting Agreements, each of the Aegerion Voting Stockholders agreed during the term of its respective Aegerion Voting Agreement to, among other things, (i) vote its shares of Aegerion common stock held of record or beneficially owned as of the date of the Aegerion Voting Agreements and any shares of Aegerion common stock (and other voting securities of Aegerion) that become owned (whether of record or beneficially) by the Aegerion Voting Stockholders after the execution of the Aegerion Voting Agreements in favor of the merger and the other transactions contemplated in the merger agreement and against any competing transaction that may be proposed, and (ii) not sell or otherwise transfer or encumber its shares of Aegerion common stock prior to consummation of the merger. The Aegerion Voting Agreements may terminate early in certain circumstances, including upon a change of recommendation by the QLT board of directors or Aegerion board of directors. For more information regarding the Aegerion Voting Agreements, see the section entitled "The Voting Agreements" beginning on page 124.

        An Aegerion stockholder may cast one vote for each share of Aegerion common stock he or she owns.

        The proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the shares of Aegerion common stock outstanding and entitled to vote on the proposal. The proposal to approve, on an advisory, non-binding basis, specific compensatory arrangements between Aegerion and its named executive officers relating to the merger requires the affirmative vote of a majority of the votes cast on the proposal, although such vote will not be binding on Aegerion or its board of directors or any of its committees. The proposal to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Aegerion special meeting to adopt the merger agreement requires the affirmative vote of a majority of the votes cast on the proposal. Aegerion may adjourn the meeting to another time or place without further notice other than by announcement, until a quorum will attend; provided, however, that if the adjournment is for more than 30 days from the meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting will be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under Aegerion's Certificate of Incorporation or bylaws, is entitled to such notice. At any adjourned meeting, any business may be transacted that may have been transacted at the original meeting.

Accounting Treatment of the Merger

        QLT and Aegerion each prepare their respective financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The merger will be accounted for using the acquisition method of accounting in accordance with U.S. GAAP. Based on the merger agreement and analysis performed, QLT has been identified as the accounting acquirer of Aegerion. QLT will record all identifiable tangible and intangible assets acquired and liabilities assumed from Aegerion at their respective fair values at the acquisition date. If the purchase price exceeds the net fair value of such assets and liabilities, the difference will be recorded by QLT as goodwill. However, if the net fair value of such assets and liabilities exceeds the purchase price, the difference will be recorded as a bargain purchase gain.

        For more information regarding the accounting treatment of the merger transaction, refer to the section entitled "Accounting Treatment" beginning on page 142 and the "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 151.

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Selected Unaudited Pro Forma Condensed Combined Financial Data

        The following selected unaudited pro forma condensed combined financial data as of and for the six months ended June 30, 2016 and for the year ended December 31, 2015 give effect to the merger. The selected unaudited pro forma condensed combined financial data presented below is based on, and should be read in conjunction with, the historical financial statements of QLT and Aegerion, which are incorporated by reference into this proxy statement/prospectus and the "Unaudited Pro Forma Condensed Combined Financial Statements" section of this proxy statement/prospectus. For additional information, refer to the sections entitled, "Where You Can Find Additional Information" beginning on page 217 and "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 151.

        The selected unaudited pro forma condensed combined financial data is presented for illustrative purposes only and is not necessarily indicative of the actual or future financial position or results of operations that would have been realized if the merger had been completed as of the dates indicated in the unaudited pro forma condensed combined financial statements or that will be realized upon the consummation of the merger.

 
  As of and for the
Six Months Ended
June 30, 2016
  For the
Year Ended
December 31, 2015
 
 
  (in thousands, except for share and per share data)
 

Pro Forma Statements of Operations Data

             

Net revenues

  $ 80,246   $ 239,887  

Net loss from continuing operations

    (132,036 )   (101,847 )

Shares used to compute net loss per common share

    92,612,362     92,612,362  

Basic and diluted loss per common share from continuing operations

  $ (1.43 ) $ (1.10 )

Pro Forma Balance Sheet Data

   
 
   
 
 

Cash and cash equivalents

    143,403        

Total assets

    458,137        

Current portion of long term debt

    25,000        

Total debt, excluding current portion

    183,900        

Total stockholders' equity

    137,082        

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Comparative Per Share Data

        The following tables set forth certain historical, pro forma and pro forma equivalent per share financial information related to QLT common shares and Aegerion common stock.

        The following information should be read in conjunction with:

    (i)
    the audited and unaudited consolidated financial statements of QLT that are incorporated by reference into this joint proxy statement/prospectus,

    (ii)
    the audited and unaudited consolidated financial statements of Aegerion that are incorporated by reference into this joint proxy statement/prospectus, and

    (iii)
    the financial information contained in the sections entitled "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 151, "Summary Historical Consolidated Financial Data—Selected Historical Consolidated Financial Data of QLT" beginning on page 143 and "—Selected Historical Consolidated Financial Data of Aegerion" beginning on page 147.

        The unaudited pro forma information below is presented for informational purposes only and is not necessarily indicative of the operating results or financial position that would have resulted if the merger had been completed as of the periods presented, nor is it necessarily indicative of the future operating results or financial position of Novelion. In addition, the unaudited pro forma information does not purport to present balance sheet data or results of operations data as of any future date or for any future period.

 
  For the
six months ended
June 30, 2016
  For the
year ended
December 31, 2015
 

QLT Historical Data Per Common Share

             

Basic and diluted loss per common share

  $ (0.51 ) $ (0.44 )

Cash dividends declared per common share

         

Book value per common share

  $ 1.52   $ 2.68  

Aegerion Historical Data Per Common Share

             

Basic and diluted loss per common share

  $ (3.81 ) $ (2.55 )

Cash dividends declared per common share

         

Book value per common share

  $ 0.38   $ 3.92  

Combined Novelion Unaudited Pro Forma Data Per Common Share

             

Basic and diluted loss per common share

  $ (1.43 )(b) $ (1.10 )

Cash dividends declared per common share

         

Book value per common share

  $ 1.48 (c) $ N/A (a)

(a)
The book value per common share has not been presented for the year ended December 31, 2015 given that Article 11 of SEC Regulation S-X requires that the pro forma balance sheet be presented as at the latest balance sheet (i.e. June 30, 2016), which is the assumed date of the merger.

(b)
Refer to the Pro Forma Statement of Operations for the six months ended June 30, 2016 in "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 151 for the calculation of the pro forma basic diluted loss per common share of Novelion.

(c)
Calculated by dividing the $137.1 million pro forma stockholders' equity of Novelion as of June 30, 2016 by the 92.6 million pro forma estimated number of common shares of Novelion.

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RISK FACTORS

        In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements," you should carefully consider the following risks before deciding whether to vote for the QLT proposals, in the case of QLT shareholders, or the Aegerion proposals, in the case of Aegerion stockholders. In addition, you should read and consider the risks associated with each of the businesses of QLT and Aegerion because these risks also will affect the companies following the merger—these risks can be found in QLT's and Aegerion's respective annual reports on Form 10-K, as updated by subsequent quarterly reports on Form 10-Q and Aegerion's Current Report on Form 8-K filed on August 8, 2016, all of which are filed with the SEC and the CSA, and incorporated by reference into this joint proxy statement/prospectus. You also should read and consider the other information in this joint proxy statement/prospectus, including the Annexes, and the other documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find Additional Information" beginning on page 217.

Risk Factors Relating to the Merger

         The equity exchange ratio will not be adjusted in the event of any change in either Aegerion's stock price or QLT's share price.

        In the merger, each outstanding share of Aegerion common stock (with certain exceptions), by virtue of the merger and without any action on the part of the parties to the merger agreement or the holders of shares of Aegerion common stock, will be converted into the right to receive 1.0256 validly issued, fully paid and nonassessable QLT common shares, subject to downward adjustment only in specified circumstances in the event ongoing Aegerion investigations and litigation are settled for amounts in excess of the negotiated thresholds. The maximum aggregate excess settlement amount to be reflected in the equity exchange ratio adjustment is $25 million. For more information, see the section entitled "The Merger Agreement—Merger Consideration." This equity exchange ratio will not be adjusted for changes in the market price of either Aegerion common stock or QLT common shares. Changes in the price of QLT common shares prior to completion of the merger will affect the market value of the shares that Aegerion stockholders will receive in the merger. Share price changes may result from a variety of factors (many of which are beyond Aegerion's or QLT's control), including the following:

    changes in Aegerion's and QLT's respective businesses, operations and prospects, or the market assessments thereof;

    market assessments of the likelihood that the merger will be completed; and

    general market and economic conditions and other factors generally affecting the price of QLT common shares.

        The price of QLT common shares at the closing of the merger may vary from the price on the date the merger agreement was executed, the date of this joint proxy statement/prospectus and the dates of the respective special meetings of Aegerion stockholders and QLT shareholders. As a result, the market value of the merger consideration will also vary. For example, based on the range of closing prices of QLT common shares during the period from June 13, 2016, which was the last trading day before the public announcement of the execution of the merger agreement, through                         , 2016, which was the last trading day before the date of this joint proxy statement/prospectus, the equity exchange ratio represented a market value ranging from a low of $            to a high of $            for each share of Aegerion common stock.

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         Because the merger will be completed after the dates of the QLT and Aegerion special meetings, you will not know, at the time of the shareholder meeting of the company in which you hold shares, the market value of the QLT common shares that Aegerion stockholders will receive upon completion of the merger.

        If the price of QLT common shares increases between the time of the special meetings and the time at which QLT common shares are distributed to Aegerion stockholders following completion of the merger, Aegerion stockholders will receive QLT common shares that have a market value that is greater than the market value of such shares at the time of the special meetings. If the price of QLT common shares decreases between the time of the special meetings and the time at which QLT common shares are distributed to Aegerion stockholders following completion of the merger, Aegerion stockholders will receive QLT common shares that have a market value that is less than the market value of such shares at the time of the special meeting. Therefore, Aegerion stockholders and QLT shareholders will not have certainty at the time of the respective special meetings of the market value of the consideration that will be paid to Aegerion stockholders upon completion of the merger.

         Failure to complete the merger could negatively impact the share prices and the future business and financial results of QLT and Aegerion.

        If the merger is not completed, the ongoing businesses of QLT and Aegerion may be adversely affected. Additionally, if the merger is not completed and the merger agreement is terminated, in certain circumstances, either QLT or Aegerion may be required to pay to the other a termination fee of $5 million. In addition, QLT and Aegerion have incurred significant transaction expenses in connection with the merger regardless of whether the merger is completed. The foregoing risks, or other risks arising in connection with the failure of the merger, including the diversion of management attention from conducting the respective businesses of QLT and Aegerion and pursuing other opportunities during the pendency of the merger, may have an adverse effect on the business, operations, financial results and share prices of QLT and Aegerion. In addition, either of QLT or Aegerion could be subject to litigation related to any failure to consummate the merger transaction or any related action that could be brought to enforce a party's obligation under the merger agreement.

        Aegerion is subject to the additional risk that if the merger agreement is terminated, Aegerion will no longer have access to the interim financing provided to Aegerion by QLT in connection with the execution of the merger agreement, in which case Aegerion would need to raise capital or obtain alternative financing to strengthen its cash position and fund its operations. Aegerion entered into the loan and security agreement with QLT in connection with the execution of the merger agreement, which provides that, subject to the terms and conditions thereof, QLT will provide a term loan facility to Aegerion in an aggregate principal amount of up to $15 million. The term loan facility will mature on the earliest of (i) July 19, 2019, (ii) the maturity date of the Aegerion Notes, (iii) three business days after a termination of the merger agreement by Aegerion and (iv) 90 days after a termination of the merger agreement by QLT. Aegerion's significant indebtedness and other long-term liabilities will likely negatively impact its ability to raise additional capital or obtain alternative financing on terms acceptable to Aegerion, or at all.

        If Aegerion is unable to raise sufficient additional capital or obtain alternative financing to strengthen its cash position and fund its operations, Aegerion may not be able to service its existing indebtedness and may be required to delay, reduce or cease operations, including planned development, sales and marketing and business development efforts. Any of these outcomes would harm Aegerion's business, financial condition and results of operations. The source, timing and availability of any future financing will depend principally upon equity and debt market conditions, interest rates and, more specifically, on Aegerion's commercial success, the status of ongoing government investigations and the results of future development efforts. Any alternative sources of financing could involve the issuance of Aegerion's equity securities, which would have a dilutive effect on Aegerion stockholders.

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         The adjustment provisions of the merger agreement relating to the equity exchange ratio and/or the distribution of the Warrants may not fully cover the costs of Aegerion's legal proceedings.

        Aegerion is subject to the Class Action Lawsuit and the DOJ/SEC Investigations. The merger agreement contains provisions that would adjust the equity exchange ratio if the Class Action Lawsuit and/or the DOJ/SEC Investigations are resolved prior to closing of the merger for amounts in excess of negotiated thresholds. In the event the Class Action Lawsuit and/or the DOJ/SEC Investigations are not settled prior to the closing of the merger, QLT will enter into a warrant agreement pursuant to which Warrants will be issued to QLT shareholders and the Investors that would be exercisable for additional Novelion common shares if the Class Action Lawsuit and/or the DOJ/SEC Investigations are subsequently resolved for amounts in excess of negotiated thresholds. The impact of this adjustment provision and/or the distribution of the Warrants is that the legacy shareholders of QLT and the Investors will own a greater percentage of Novelion if the foregoing matters are resolved for amounts in excess of the negotiated thresholds. Notwithstanding this greater percentage ownership, the adjustment provisions to the equity exchange ratio and/or the distribution of the Warrants may not fully cover the costs of Aegerion's legal proceedings because (i) such greater aggregate share ownership may not translate into an aggregate value to QLT shareholders and Investors that covers Aegerion's increased losses and costs, (ii) the adjustment provisions included in the merger agreement, with respect to the equity exchange ratio, and the warrant agreement, with respect to the determination of the number of Novelion common shares to be received upon exercise of the Warrants, are each subject to a $25 million cap on the Excess Loss to be reflected in such adjustment provisions and (iii) Aegerion is currently subject to, and may in the future be subject to, other litigation and investigations that are not contemplated by, and may in the future incur costs relating to litigation and investigations that are not contemplated by, either such adjustment provisions or the Warrants.

         The merger agreement contains provisions that could discourage a potential competing acquirer of either QLT or Aegerion.

        The merger agreement contains "no shop" provisions that, subject to limited exceptions, restrict Aegerion's and QLT's ability to solicit, encourage, facilitate or discuss competing third party proposals to acquire shares or assets of QLT or Aegerion. In specified circumstances, upon termination of the merger agreement, QLT or Aegerion will be required to pay the termination fee to the other party. In the event that either QLT or Aegerion receives an alternative acquisition proposal, the other party has the right to propose changes to the terms of the merger agreement before the QLT or Aegerion board of directors may withdraw or qualify its recommendation with respect to the merger and related transactions.

        These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of QLT or Aegerion from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in specified circumstances. Aegerion's and QLT's right to match specified alternative acquisition proposals with respect to the other party could also discourage potential competing acquirers from considering or proposing that acquisition.

        If the merger agreement is terminated and either QLT or Aegerion determines to seek another transaction, it may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

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         The directors and executive officers of QLT and Aegerion have interests in the merger that may be different from, or in addition to, those of other Aegerion stockholders and QLT shareholders, which could have influenced their decisions to support or approve the merger.

        In considering whether to approve the proposals at the meetings, QLT shareholders and Aegerion stockholders should recognize that the directors and executive officers of each of QLT and Aegerion have interests in the merger that may be different from, or in addition to, the interests of QLT shareholders and Aegerion stockholders generally. These interests may include, among others, continued service as a director and/or an executive officer following the merger, the exchange of certain equity-based awards upon completion of the merger, the accelerated vesting of certain equity-based awards held by non-employee directors of Aegerion and QLT, certain severance benefits and/or payment of certain amounts to certain executive officers in connection with the merger or a qualifying termination of employment following the merger, the payment to Aegerion directors who will not join the board of directors of Novelion following the merger of cash in lieu of their 2016 Aegerion annual director stock option grants, and potential tax gross-up payments to any director or executive officer of Aegerion who is required to pay an excise tax under Section 4985 of the Code (relating to so-called corporate inversions).

        These interests, among others, may influence the directors and executive officers of QLT to support or approve the proposals at the QLT special meeting or the directors and executive officers of Aegerion to support or approve the proposals at the Aegerion special meeting. Directors and executive officers also have rights to indemnification and directors' and officers' liability insurance that will survive completion of the merger.

        The QLT board of directors and the Aegerion board of directors were aware of these interests at the time each approved the merger agreement and the transactions contemplated by the merger agreement, including the merger. These interests may cause QLT's and Aegerion's respective directors and executive officers to view the merger proposal differently and more favorably than you may view it. See "The Merger—Interests of QLT Directors and Executive Officers in the Merger" and "The Merger—Interests of Aegerion Directors and Executive Officers in the Merger" beginning on pages 88 and 90, respectively.

         Novelion may be treated as a U.S. domestic corporation for U.S. federal income tax purposes.

        Under current U.S. federal tax law, a corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, QLT, which is incorporated under the laws of British Columbia, Canada, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule (more fully discussed in "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Tax Considerations for U.S. Holders of Common Stock—U.S. Anti-Inversion Rules" beginning on page 134), under which a non-U.S. incorporated entity will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, as a U.S. tax resident subject to U.S. federal income tax on its worldwide income) if each of the following three conditions are met: (i) the non-U.S. corporation, directly or indirectly, acquires substantially all of the properties held directly or indirectly by a U.S. corporation (including through the acquisition of all of the outstanding shares of the U.S. corporation), (ii) the non-U.S. corporation's "expanded affiliated group" does not have "substantial business activities" in the non-U.S. corporation's country of organization or incorporation and tax residence relative to the expanded affiliated group's worldwide activities and (iii) after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 80% (by either vote or value) of the shares of the non-U.S. acquiring corporation by reason of holding shares in the U.S. acquired corporation (taking into account the

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receipt of the non-U.S. corporation's shares in exchange for the U.S. corporation's shares) as determined for purposes of Section 7874 (this test is referred to as the "80% ownership test").

        On April 4, 2016, the U.S. Treasury and the U.S. Internal Revenue Service (the "IRS") issued the Temporary Section 7874 Regulations, which, among other things, require certain adjustments that generally increase, for purposes of the 80% ownership test, the percentage of the stock of the acquiring non-U.S. corporation deemed owned (within the meaning of Section 7874) by the former shareholders of the acquired U.S. corporation by reason of holding stock in such U.S. corporation. Whether the 80% ownership test will be satisfied will be impacted by the implied gross value of the QLT assets at the effective time. It is possible that Aegerion stockholders could be deemed to acquire for purposes of Section 7874 more than 80% of QLT in the merger and that as a result Novelion will be treated as a U.S. corporation for U.S. federal income tax purposes. This outcome depends principally on the fair market value of QLT at the effective time. If Novelion were to be treated as a U.S. corporation for U.S. federal tax purposes, it could suffer adverse tax consequences, including potential U.S. income taxes on future profits distributed from non-U.S. subsidiaries and loss of eligibility for benefits under the income tax treaty between Canada and the United States. See "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Tax Considerations for U.S. Holders of Common Stock—U.S. Anti-Inversion Rules" beginning on page 134.

         Novelion may not be able to achieve tax savings as a result of the merger.

        Even if Novelion is not treated as a U.S. corporation for U.S. federal income tax purposes under the inversion rules discussed above, there can be no assurance as to the effective tax rates applicable to Novelion's future revenue. For example, the ability of the companies to locate personnel, and to integrate and manage operations in a manner that supports and protects the tax benefits that potentially may be realized from QLT's Canadian tax domicile is uncertain. Potential improvements to Novelion's effective tax rate that may result from QLT's Canadian tax domicile have not been reflected in the pro forma financial information.

         Novelion's actual financial performance may differ materially from the pro forma financial information included in this joint proxy statement/prospectus.

        The pro forma financial information contained in this joint proxy statement/prospectus is presented for illustrative purposes only and may not be an indication of what Novelion's financial condition or results of operations will in fact be after giving effect to the merger and related transactions. The pro forma financial information has been derived from the audited and unaudited historical financial statements of QLT and Aegerion and certain adjustments and assumptions have been made regarding the companies after giving effect to the merger and related transactions. Potential improvements to Novelion's effective tax rate resulting from QLT's Canadian tax domicile have not been reflected in the pro forma financial information. Differences between preliminary estimates used in preparing pro forma financial information and the final acquisition accounting will occur and could have a material impact on the financial results of Novelion indicated by the pro forma financial information and Novelion's financial condition and future results of operations.

        In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect Novelion's financial condition or results of operations following the completion of the merger and related transactions. In particular, the pro forma financial information does not take into account the consequences that would result if Novelion were to be treated as a U.S. corporation for U.S. federal income tax purposes under the inversion rules discussed above. See "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Tax Considerations for U.S. Holders of Common Stock—U.S. Anti-Inversion Rules" beginning on page 134. Any potential decline in Novelion's financial condition or results of operations may cause significant volatility in the price of Novelion common shares.

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         Novelion may not be able to use Aegerion's and QLT's net operating loss carryforwards to offset future taxable income for U.S. or Canadian federal income tax purposes.

        At December 31, 2015, Aegerion had net operating loss carryforwards ("NOLs") for U.S. federal income tax purposes of approximately $173.4 million, which expire in the years 2025 through 2035.

        It is currently expected that Aegerion will undergo an "ownership change" within the meaning of Section 382 of the Code as a result of the merger, and therefore an annual limit may be imposed on the amount of NOLs that may be used to offset future taxable income. Such annual limit is generally the product of the total value of a company's outstanding equity immediately prior to an "ownership change" (subject to certain adjustments) and the applicable federal long term tax exempt interest rate.

        At December 31, 2015, QLT had NOLs for Canadian federal income tax purposes of approximately $147 million, which expire at various dates through 2035. The extent to which Novelion can utilize any or all of QLT's NOLs will depend on many factors, including the jurisdiction applicable to any future taxable revenue of Novelion.

        The ability of Novelion to use NOLs will also depend on the amount of taxable income generated in future periods. The NOLs may expire before Novelion can generate sufficient taxable income to use the NOLs.

Risk Factors Relating to the Novelion Common Shares Following the Merger

         The failure to successfully integrate the businesses of QLT and Aegerion in the expected timeframe would adversely affect the future results of Novelion following the merger.

        The ability of QLT and Aegerion following the merger to successfully integrate the operations of QLT and Aegerion will depend, in part, on the ability of the companies to realize the anticipated benefits from the merger. If the companies are not able to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected, and the value of Novelion common shares may be adversely affected. In addition, the integration of QLT's and Aegerion's respective businesses will be a time consuming and expensive process. Proper planning and effective and timely implementation will be critical to avoid any significant disruption to the companies' operations. It is possible that the integration process could result in the loss of key employees, the disruption of its ongoing business or the identification of inconsistencies in standards, controls, procedures and policies that adversely affect the companies' abilities to maintain relationships with customers, suppliers, manufacturers, creditors, lessors, clinical trial investigators or managers and other business partners or to achieve the anticipated benefits of the merger. Delays encountered in the integration process could have a material adverse effect on the companies' revenues, expenses, operating results and financial condition, including the value of Novelion's common shares.

        Specifically, risks in integrating QLT's and Aegerion's operations in order to realize the anticipated benefits and cost savings of the merger include, among other factors, the companies' inability to effectively:

    coordinate standards, compliance programs, controls, procedures and policies, business cultures and compensation structures;

    integrate and harmonize financial reporting and information technology systems of the two companies;

    manage operations in a manner that supports and protects the tax benefits related to, and that may be realized from, QLT's Canadian domicile.

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    coordinate research and drug candidate development efforts to effectuate their product capabilities;

    compete against companies serving the market opportunities expected to be available to the companies following the merger;

    manage inefficiencies associated with integrating the operations of the companies;

    identify and eliminate redundant or underperforming personnel, operations and assets;

    manage the diversion of management's attention from business matters to integration issues;

    control additional costs and expenses in connection with, and as a result of, the merger;

    conduct successful clinical development programs for their respective strategic product candidates and products and achieve regulatory approval for product candidates in major geographic areas;

    define and develop successful commercial strategies for Novelion's products in their respective geographic areas and obtain reimbursement for its products in these markets;

    resolve the ongoing investigations and litigation of Aegerion and manage and defend Novelion and Aegerion in future litigation and investigations that may arise from any resolution of the ongoing Aegerion investigations and litigation;

    service Novelion's significant indebtedness;

    commercialize their respective strategic products at commercially attractive margins and generate revenues in line with the companies' expectations, particularly in light of Aegerion's reductions in force in 2016 and the impact of competitive products on JUXTAPID sales; and

    raise capital through equity or debt financing on attractive terms to support the development and commercialization of their respective strategic products.

        In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual cost synergies, if achieved at all, may be lower than the companies expect and may take longer to achieve than anticipated. If Novelion is not able to adequately address these challenges, it may be unable to successfully integrate the operations of the business of Aegerion, or to realize the anticipated benefits and the companies' anticipated cost synergy savings of the integration. The anticipated benefits and cost savings assume a successful integration and are based on projections, which are inherently uncertain. Even if integration is successful, anticipated benefits and cost savings may not be as expected.

         Novelion's future results will suffer if it does not effectively manage its expanded operations.

        As a result of the merger, Novelion will become a larger company than either of QLT and Aegerion prior to the merger, and Novelion's business will become more complex. There can be no assurance that Novelion will effectively manage the increased complexity without experiencing operating inefficiencies or control deficiencies. Significant management time and effort is required to effectively manage the increased complexity of the larger organization and Novelion's failure to successfully do so could have a material adverse effect on its business, financial condition, results of operations and growth prospects. In addition, as a result of the merger, the companies' financial statements and results of operations in prior years may not provide meaningful guidance to form an assessment of the prospects or potential success of Novelion's future business operations.

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         The market price of Novelion's common shares after the merger may be affected by factors different from those currently affecting the QLT common shares or shares of Aegerion common stock.

        Upon completion of the merger, holders of Aegerion common stock will become holders of Novelion's common shares. The business of Aegerion differs from that of QLT in important respects and, accordingly, the results of operations of Novelion and the market price of Novelion's common shares following the merger may be affected by factors different from those currently affecting the independent results of operations of QLT and Aegerion.

         QLT and Aegerion have incurred and expect to continue to incur substantial expenses related to the merger transaction and integration of the companies.

        QLT and Aegerion have incurred and expect to continue to incur substantial expenses related to the merger transaction and the integration of the companies. Both QLT and Aegerion have incurred significant expenses in connection with the drafting and negotiation of the merger agreement and the documentation of transactions contemplated thereby and may potentially incur significant severance expenses as a result of the merger. Upon closing, there are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated, including purchasing, accounting and finance, sales, billing, payroll, research and development, sales and marketing and benefits. In addition, the ongoing operation of locations in Vancouver, British Columbia and Cambridge, Massachusetts could result in inefficiencies, creating additional expenses for the companies. While QLT and Aegerion have assumed that a certain level of expenses will be incurred, there are many factors beyond their control that could affect the total amount or timing of transaction and integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses likely will result in the companies' taking significant charges against consolidated earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present.

         Aegerion, QLT and, subsequently Novelion, must continue to retain, motivate and recruit executives and other key employees, which may be difficult in light of the uncertainty regarding the merger, and failure to do so could negatively affect the companies.

        For the merger to be successful, during the period before the merger is completed, both QLT and Aegerion must continue to retain, recruit and motivate executives and other key employees. Novelion also must be successful at retaining, recruiting and motivating key employees following the completion of the merger. Experienced employees in the biopharmaceutical and biotechnology industries are in high demand and competition for their talents can be intense. Employees of both QLT and Aegerion may experience uncertainty about their future roles with their respective company until, or even after, strategies with regard to Novelion are announced or executed following the merger. These potential distractions of the merger may adversely affect the ability of Aegerion, QLT or Novelion to attract, motivate and retain executives and other key employees and keep them focused on applicable strategies and goals. A failure by Aegerion, QLT or Novelion to retain and motivate executives and other key employees during the period prior to or after the completion of the merger could have an adverse impact on the business of Aegerion, QLT or Novelion.

         The transactions contemplated by the unit subscription agreement may not be consummated.

        On June 14, 2016, QLT announced that it had entered into a unit subscription agreement with the Investors providing for the contemplated issuance of QLT common shares and Warrants to such Investors in exchange for an aggregate cash purchase price of $21,760,000, which is intended to provide Novelion with additional capital to support further operations and the potential opportunity for targeted business development initiatives. The closing of the share issuances contemplated by the unit subscription agreement is subject to a number of conditions, some of which are outside the control of

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QLT. Accordingly, there can be no guarantee that the transactions contemplated by such agreement will be consummated and that the $21,760,000 of capital will be made available to QLT. Additionally, if the transactions contemplated by the unit subscription agreement are not completed in accordance with the terms of the merger agreement, Aegerion or QLT may terminate the merger agreement.

         A lawsuit has been filed against Aegerion, QLT, MergerCo and the Aegerion board of directors, and additional lawsuits may be filed against Aegerion, QLT and/or the board of directors of either company challenging the merger, and an adverse judgment in any such lawsuit may prevent the merger from becoming effective or from becoming effective within the expected timeframe.

        On August 16, 2016, a complaint captioned Steinberg v. Aegerion Pharmaceuticals, Inc., et al., Case No. 1:16-cv-11668, was filed in the United States District Court for the District of Massachusetts against Aegerion, QLT, MergerCo and each member of the Aegerion board of directors. The action was brought by Chaile Steinberg, who purports to be a stockholder of Aegerion, on her own behalf, and seeks certification as a class action on behalf of all of the Aegerion stockholders. The complaint alleges, among other things, that the August 8, 2016 Form S-4 Registration Statement filed in connection with the proposed transaction is materially misleading. The complaint asserts claims arising under Sections 14(a) and 20(a) of the Exchange Act. The complaint seeks, among other things, to enjoin the proposed transaction, to rescind it or award recessionary damages should it be consummatedand an award of attorneys' fees and expenses. Aegerion and QLT believe that the claims asserted in the complaint are without merit.

        Additional lawsuits may be filed against Aegerion, QLT and/or the board of directors of either company in connection with the merger in an effort to enjoin the proposed merger or seek monetary relief from Aegerion, QLT or MergerCo. An unfavorable resolution of any such litigation surrounding the proposed merger could delay or prevent the consummation of the merger. In addition, the cost of defending the litigation, even if resolved favorably, could be substantial. Such litigation could also substantially divert the attention of Aegerion's and QLT's management and their resources in general. There can also be no assurance that Aegerion, QLT or MergerCo will prevail in its defense of any such lawsuits to which it is a party, even in an event where such company believes that the claims made in such lawsuits are without merit.

        One of the conditions to the closing of the merger is that no outstanding judgment, injunction, order or decree of a competent governmental authority shall have been entered and shall continue to be in effect that prohibits, enjoins or makes illegal the consummation of the merger or any of the other transactions contemplated in the merger agreement. Therefore, if the plaintiffs in any lawsuit that have been or may be filed secure injunctive relief or other relief prohibiting, delaying or otherwise adversely affecting the defendants' ability to complete the merger, then such injunctive or other relief may prevent the merger from becoming effective within the expected timeframe or at all.

         In connection with the merger, the obligations for the Aegerion Notes will remain with Aegerion and Aegerion may not have sufficient cash flow or the ability to raise the funds necessary to settle conversions of, or to repurchase, the Aegerion Notes, which could adversely affect the business, financial condition and results of operations of Novelion on a consolidated basis. If Novelion common shares are issued on conversion of the Aegerion Notes, Novelion's shareholders will suffer dilution.

        In connection with the merger, the obligations for the Aegerion Notes will remain with Aegerion. The Aegerion Notes represent an aggregate principal indebtedness of $325.0 million and are due August 15, 2019. Interest owing under the Aegerion Notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2015. Aegerion's ability to make scheduled payments of the principal, to pay interest on or to refinance its indebtedness, including the Aegerion Notes, depends on future performance, which is subject to economic, financial, competitive and other factors that may be beyond its control. Novelion will not become obliged to repay the

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indebtedness under the Aegerion Notes, but may become obliged to issue Novelion common shares to settle such indebtedness, in which case its shareholders will suffer dilution.

        Aegerion may not generate cash flow from operations in the future sufficient to service its debt, including the Aegerion Notes. If Aegerion is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling or licensing assets, further reducing the size of its workforce and curtailing operations and planned development activities, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Aegerion's ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time. Aegerion may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on its debt obligations, including the Aegerion Notes.

        In addition, holders of the Aegerion Notes will continue to have the right to require Aegerion to repurchase their notes for cash upon the occurrence of a fundamental change at a repurchase price equal to 100% of the respective principal amount, plus accrued and unpaid interest, if any. Further, upon conversion of the Aegerion Notes, unless Aegerion elects to deliver Novelion common shares to settle such conversion, Aegerion would be required to settle a portion or all of the conversion obligation through the payment of cash, which could adversely affect its liquidity. Aegerion may not have enough available cash or be able to obtain financing at the time it is required to make repurchases of the Aegerion Notes surrendered therefor or Aegerion Notes being converted. In addition, Aegerion's ability to pay cash upon repurchase or conversion of the Aegerion Notes is restricted by Aegerion's existing $25 million credit facility with Silicon Valley Bank ("SVB") and may be limited by law, by regulatory authority or by agreements governing Novelion's future indebtedness. Aegerion's failure to repurchase Aegerion Notes at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the Aegerion Notes as required by the indenture would constitute a default under the Aegerion Notes. Additionally, if SVB elects to accelerate the principal amount due under the loan and security agreement entered into between Aegerion and SVB (the "SVB Loan and Security Agreement") and Aegerion fails to pay such amount, the Trustee under the Aegerion Notes or holders of at least 25% of the aggregate principal amount of the Aegerion Notes, may deliver a notice of default to Aegerion. Aegerion's failure to pay the amount due under the SVB Loan and Security Agreement within 30 days following receipt of such notice would be deemed an event of default under the Aegerion Notes and, among other remedies, the Trustee or holders of at least 25% of the aggregate principal amount of the Aegerion Notes could declare all unpaid principal of the Aegerion Notes immediately due and payable. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing Aegerion's current and future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, Aegerion may not have sufficient funds to repay the indebtedness and repurchase the Aegerion Notes or make cash payments upon conversions thereof. In addition, even if holders of the Aegerion Notes do not elect to convert their Aegerion Notes, Aegerion could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Aegerion Notes as a current rather than long-term liability, which would result in a material reduction of Aegerion's net working capital.

         Novelion may be treated as a passive foreign investment corporation (a "PFIC") for U.S. federal income tax purposes.

        QLT likely was classified as a PFIC for 2008 through 2015. If Novelion is treated as a foreign corporation for U.S. federal income tax purposes, QLT/Novelion expects to be classified as a PFIC in 2016 and may continue to be so classified in future years. The determination of whether Novelion is a PFIC is made annually and depends on the particular facts and circumstances (such as the valuation of its assets, including goodwill and other intangible assets) and also may be affected by the application of the PFIC rules, which are subject to differing interpretations.

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        The rules governing PFICs can have adverse tax effects on U.S. holders (as such term is defined in "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Tax Considerations for U.S. Holders of Common Stock" beginning on page 131) which may be mitigated by making certain elections for U.S. federal income tax purposes, which elections may or may not be available. If Novelion is a PFIC in any year, a U.S. holder of common shares in such year will be required to file an annual information return on IRS Form 8621 regarding distributions received on such common shares and any gain realized on disposition of such common shares and will generally be required to file an annual information return with the IRS (also on IRS Form 8621, which PFIC shareholders are required to file with their U.S. federal income tax or information return) relating to their ownership of Novelion common shares. Additionally, if Novelion is classified as a PFIC in any taxable year with respect to which a U.S. holder owns common shares, it generally will continue to be treated as a PFIC with respect to such U.S. holder in all succeeding taxable years, regardless of whether it continues to meet the tests described above, unless the U.S. holder makes a "deemed sale election." See "Material United States Federal Income Tax Consequences of the Merger—Certain U.S. Federal Tax Considerations for U.S. Holders of Common Stock—Passive Foreign Investment Company" beginning on page 135.

Risk Factors Relating to QLT's Business

        Risk Factors relating to QLT's business are incorporated by reference herein to the Risk Factors listed in QLT's Annual Report on Form 10-K filed with the SEC on February 25, 2016 for the fiscal year ended December 31, 2015.

Risk Factors Relating to Aegerion's Business

        Risk Factors relating to Aegerion's business are incorporated by reference herein to the Risk Factors included in Aegerion's Current Report on Form 8-K filed with the SEC on August 8, 2016.

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THE COMPANIES

QLT

        QLT Inc., a corporation incorporated under the laws of British Columbia, is headquartered in Vancouver, British Columbia, Canada. QLT is a biotechnology company dedicated to the development and commercialization of innovative ocular products that address the unmet medical needs of patients and clinicians worldwide. QLT is focused on developing its synthetic retinoid, QLT091001, for the treatment of certain age-related and inherited retinal diseases caused by RPE65 and LRAT gene mutations.

        QLT is currently investigating QLT091001 for the treatment of IRD. QLT is currently working towards initiating a pivotal, Phase 3 multi-center, placebo controlled, 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 EMA and the FDA.

        QLT's principal executive offices are located at 887 Great Northern Way, Suite 250, Vancouver, B.C., Canada, V5T 4T5 and its telephone number is (604) 707-7000. QLT common shares are listed on NASDAQ and the TSX, and trade under the symbols "QLTI" and "QLT," respectively.

        This joint proxy statement/prospectus incorporates important business and financial information about QLT from other documents that are incorporated by reference; see the section entitled "Where You Can Find Additional Information" beginning on page 217.

Aegerion

        Aegerion Pharmaceuticals, Inc., 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 from the FDA on December 21, 2012, as an adjunct to a low-fat diet and other lipid-lowering treatments, including LDL apheresis, where available to reduce LDL-C, TC, apo B and non-HDL-C in adult patients with HoFH. Aegerion launched JUXTAPID in the U.S. in late January 2013. In July 2013, Aegerion received marketing authorization for lomitapide in the EU, under the brand name LOJUXTA, as a treatment for adult patients with HoFH. Lomitapide is also approved for the treatment of adult HoFH in Mexico, Canada, Taiwan, South Korea 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 U.S. or the EU.

        Aegerion acquired its second product, metreleptin, from Amylin and AstraZeneca in January 2015. Metreleptin, a recombinant analog of human leptin, is currently marketed in the U.S. under the brand name 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 GL. Metreleptin is also sold on a named patient basis in Brazil and Argentina as a result of the approval of metreleptin in the U.S.

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        Aegerion's principal executive offices are located at One Main Street, Suite 800, Cambridge, Massachusetts 02142 and its telephone number is (617) 500-7867. Shares of Aegerion common stock are listed on NASDAQ and trade under the symbol "AEGR."

        This joint proxy statement/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" beginning on page 217.

MergerCo

        Isotope Acquisition Corp. ("MergerCo") is a corporation incorporated under the laws of the State of Delaware and is a wholly-owned indirect subsidiary of QLT. MergerCo was organized on May 7, 2015. MergerCo has conducted its operations only as contemplated by the merger agreement and has not incurred any material obligations or liabilities except as pursuant to the merger agreement and that certain Agreement and Plan of Merger dated June 8, 2015, as amended, by and among QLT, InSite and MergerCo, which was terminated on September 15, 2015.

        MergerCo's registered office is located at Corporation Services Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle.

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QLT SPECIAL MEETING

        This joint proxy statement/prospectus is being provided to the QLT shareholders as part of a solicitation of proxies by the QLT board of directors for use at the QLT special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof.

Date, Time and Place

        The special meeting of QLT shareholders will be held at          on                        , 2016, at           a.m. (Pacific Time) /           a.m. (Eastern Time).

Purpose of the QLT Special Meeting

        At the QLT special meeting, QLT shareholders will be asked:

    QLT Proposal No. 1—Issuance of Shares Proposal:  To consider and vote on the proposal to approve an ordinary resolution authorizing QLT to issue the securities of QLT necessary to complete the transactions contemplated by the merger agreement;

    QLT Proposal No. 2—Election of Directors Proposal:  To consider and vote on the proposal to elect four additional directors, conditional and effective on completion of the merger;

    QLT Proposal No. 3—Amendment of the QLT Stock Option Plan Proposal:  To consider and vote on the proposal to approve an ordinary resolution approving the amendment of the QLT Stock Option Plan to increase the number of QLT common shares available for issuance thereunder by 12,000,000 to 23,800,000 shares, conditional and effective on completion of the merger.

    Recommendation of the QLT Board of Directors

        The QLT board of directors determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of QLT and its shareholders, approved the merger agreement and the related agreements, and resolved to recommend that the QLT shareholders vote "FOR" each of the proposals being submitted to a vote at the QLT special meeting. Those decisions were made unanimously by the members of the QLT board of directors who voted thereon. Jason Aryeh, the Chairman of the QLT board of directors, recused himself from participating in the QLT board of directors' consideration of the merger in order to avoid any perception that his stockholdings in Aegerion might give rise to a conflict of interest. Mr. Aryeh, who held shares of Aegerion common stock having a value of $190,722 on the date of the merger agreement, also held QLT common shares having a value on the same date of $765,734. Two other members of the QLT board of directors advised the board that, due to certain business affiliations that resulted in a potential conflict of interest, they would not participate in any of the QLT board of directors' deliberations regarding Aegerion.

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

QLT Record Date; Shareholders Entitled to Vote

        Only QLT shareholders of record at the close of business on                        , 2016, the QLT record date for the QLT special meeting, are entitled to notice of, and to vote at, the QLT special meeting or any adjournments or postponements thereof. At the close of business on the QLT record date, there were            QLT common shares issued and outstanding.

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        Holders of record of QLT common shares on the record date are entitled to one vote per share at the QLT special meeting on each proposal.

Voting by QLT's Directors and Executive Officers

        At the close of business on the QLT record date, directors and executive officers of QLT and their affiliates were entitled to vote             QLT common shares, representing approximately            % of the QLT common shares outstanding on that date. QLT expects that QLT's directors and executive officers will vote their shares in favor of each proposal being submitted to a vote of the QLT shareholders at the QLT special meeting, although none of them has entered into any agreement obligating them to do so.

QLT Voting Agreements

        In connection with the merger agreement, the QLT Voting Shareholders, who collectively beneficially own approximately 24.8% of QLT's outstanding common shares, each entered into a QLT Voting Agreement with Aegerion pursuant to which, among other things, each such shareholder agreed, subject to certain limitations, during the term of its QLT Voting Agreement to vote its QLT common shares in favor of the transactions contemplated by the merger agreement and in favor of the resolution to amend the QLT Stock Option Plan, and not to sell or otherwise transfer its QLT common shares prior to the consummation of the merger. The QLT Voting Agreements may terminate early in certain circumstances, including upon a change of recommendation by the QLT board of directors. For more information regarding the QLT Voting Agreements, see the section entitled "The Voting Agreements" beginning on page 124.

Quorum; Adjournment

        A quorum must be present at the QLT special meeting before business can be conducted. A quorum for the transaction of business at the QLT special meeting is at least two persons present, each being a QLT shareholder entitled to vote at the QLT special meeting or a duly appointed proxyholder or representative for a QLT shareholder so entitled, and together holding or representing QLT common shares having not less than 331/3% of the outstanding votes entitled to be cast at the QLT special meeting. If a quorum is not present within one half-hour from the time set for the holding of the meeting, the meeting stands adjourned to the same day in the next week at the same time and place. Whether or not a quorum is present in person or represented at the meeting, the chair of the special meeting may, and if so directed by holders of a majority in number of the shares of stock of QLT present in person or represented by proxy and entitled to vote at the meeting, must, adjourn the meeting. When a meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment and if a new record date is not fixed for the adjourned meeting; but if a new record date is fixed for the adjourned meeting (which must be done if the new date is more than two months after the date of the original meeting), or if the adjournment is for more than thirty days, a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting. At the adjourned meeting, the shareholders may transact any business which might have been transacted by them at the original meeting.

Required Vote

        The Issuance of Shares Proposal must receive an affirmative vote from a majority of the QLT common shares voted on the proposal in order to be approved.

        Six directors were elected at QLT's annual general meeting on June 17, 2016. At the special meeting, shareholders will be asked to vote on the election of four additional nominees to take office

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conditional upon completion of the merger. Under the BCA, directors are elected by a plurality of the votes cast at the special meeting. This means that the four nominees with the most votes for election will be elected. For more information, see the section entitled "QLT Proposal No. 2—Election of Directors Proposal" beginning on page 197.

        The proposal to approve an increase in the number of shares available for issuance under the QLT Stock Option Plan, conditional on the closing of the merger, must receive an affirmative vote from a majority of the common shares voted on such proposal.

Voting at the QLT Special Meeting

        Whether or not you plan to attend the QLT special meeting, please vote your shares. If you are a registered or "record" holder, which means your shares are registered in your name with Computershare Canada, QLT's transfer agent and registrar, you may vote in person at the QLT special meeting or be represented by proxy. If your shares are held in "street name," which means your shares are held of record in an account with a bank, broker or other nominee, you must follow the instructions from your bank, broker or other nominee in order to vote.

Voting in Person

        If you plan to attend the QLT special meeting and wish to vote in person, you will be given a ballot at the QLT special meeting. Please note, however, that if your shares are held in "street name," and you wish to vote at the QLT special meeting, you must bring to the QLT special meeting a proxy executed in your favor from the record holder (your bank, broker or other nominee) of the shares authorizing you to vote at the QLT special meeting. In either event, please be prepared to provide proper identification, such as a valid driver's license.

Voting by Proxy

        If you are a holder of record, a proxy card is enclosed for your use. QLT requests that you submit a proxy via Internet by logging onto www.investorvote.com and following the instructions on your proxy card or by telephone by dialing 1-866-732-VOTE (8683) and listening for further directions or by signing the accompanying proxy card and returning it promptly in the enclosed postage-paid envelope. You should vote your proxy in advance of the meeting even if you plan to attend the QLT special meeting. You can always change your vote at the QLT special meeting. To be valid, a returned proxy card must be signed and dated. If you hold your shares of QLT common stock in street name, you will receive instructions from your bank, broker or other nominee that you must follow in order to vote your shares. All votes made by proxy must be received (whether delivered by mail, telephone or Internet) no later than                        (Pacific Time) /            (Eastern Time) on                        , 2016 or 48 hours before the time at which any adjournment of the QLT special meeting is to be held.

        All shares represented by properly executed proxies received in time for the QLT special meeting will be voted at the meeting in the manner specified by the shareholders giving those proxies. Properly executed proxies that do not contain voting instructions will be voted "FOR" the proposals.

Revocation of Proxies

        Any shareholder may revoke his or her proxy at any time prior to its use by writing to the Corporate Secretary of QLT, by voting again via mail, telephone or the internet, or by attending the QLT special meeting and casting his or her vote in person. A shareholder's last timely vote will be the vote that is counted.

        Please note that if your shares are held in "street name" through a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee

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in accordance with its established procedures. If your shares are held in the name of a bank, broker or other nominee and you decide to change your vote by attending the QLT special meeting and voting in person, your vote in person at the QLT special meeting will not be effective unless you have obtained and present an executed proxy issued in your name from the record holder (your bank, broker or other nominee).

Solicitation of Proxies

        QLT is soliciting proxies for its QLT special meeting and, in accordance with the merger agreement, the cost of proxy solicitation will be borne by QLT, including expenses in connection with preparing, assembling and mailing the proxy materials. QLT has retained the services of Mackenzie Partners Inc. to assist in the solicitation of proxies for an estimated fee of approximately $25,000, plus reimbursement of reasonable out-of-pocket expenses. QLT will make arrangements with brokerage houses, custodians, nominees and fiduciaries to forward proxy solicitation materials to beneficial owners of shares held of record by them.

Failure to Vote, Broker Non-Votes and Abstentions

        Banks, brokers, or other nominees holding shares of record may vote those shares in their discretion on certain routine proposals when they do not receive timely voting instructions from the beneficial holders. A "broker non-vote" occurs when a bank, broker, trust or other nominee holding shares of record is not permitted to vote on a matter without instructions from the beneficial owner of the shares because such matter is non-routine and no instruction is given.

        Banks, brokers and other nominees who hold QLT common shares in "street name" for their clients, but do not have discretionary authority to vote the shares, may not exercise their voting discretion with respect to any of the proposals. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to such proposals.

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

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AEGERION SPECIAL MEETING

        This joint proxy statement/prospectus is being provided to Aegerion stockholders as part of a solicitation of proxies by the Aegerion board of directors for use at the Aegerion special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof. This joint proxy statement/prospectus provides stockholders of Aegerion with information they need to know in order to be able to vote or instruct their vote to be cast at the Aegerion special meeting.

Date, Time and Place

        The Aegerion special meeting is scheduled to be held at                , on                , 2016 at         (Eastern Time).

Purpose of the Aegerion Special Meeting

        At the Aegerion special meeting, Aegerion stockholders will be asked:

    Aegerion Proposal No. 1—Adoption of the Merger Agreement:  To consider and vote on the proposal to adopt the merger agreement, a copy of which is included as Annex A to this joint proxy statement/prospectus;

    Aegerion Proposal No. 2—Advisory Vote on Specific Compensatory Arrangements relating to the Merger:  To consider and vote on the proposal to approve, on an advisory, non-binding basis, specific compensatory arrangements between Aegerion and its named executive officers relating to the merger, as described in this joint proxy statement/prospectus; and

    Aegerion Proposal No. 3—Adjournment of the Aegerion Special Meeting:  To consider and vote on the proposal to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Aegerion special meeting to adopt the merger agreement.

Recommendation of the Aegerion Board of Directors

        The Aegerion board of directors has approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger and specific compensatory arrangements between Aegerion and its named executive officers relating to the merger, are advisable and in the best interests of Aegerion and its stockholders.

        The Aegerion board of directors recommends that Aegerion stockholders vote "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to approve, on an advisory, non-binding basis, the specific compensatory arrangements between Aegerion and its named executive officers related to the merger and "FOR" the proposal to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Aegerion special meeting to adopt the merger agreement.

Aegerion Record Date; Stockholders Entitled to Vote

        Only holders of record of Aegerion common stock at the close of business on                        , 2016, the record date for the Aegerion special meeting, will be entitled to notice of, and to vote at, the Aegerion special meeting or any adjournments or postponements thereof. At the close of business on the Aegerion record date,                                     shares of Aegerion common stock were issued and outstanding and held by holders of record.

        Holders of record of Aegerion common stock on the Aegerion record date are entitled to one vote per share at the Aegerion special meeting on each proposal.

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Voting by Aegerion's Directors and Executive Officers

        At the close of business on the Aegerion record date, Aegerion's directors and executive officers and their affiliates were entitled to vote                        shares of Aegerion common stock, or approximately            % of the shares of Aegerion common stock outstanding on such date.

Aegerion Voting Agreements

        In connection with the merger agreement, Broadfin and Sarissa Capital entered into the Aegerion Voting Agreements with QLT, which provided that each such stockholder, upon the terms and subject to the conditions set forth therein: (i) will vote its shares of Aegerion common stock held of record or beneficially owned as of the date of the Aegerion Voting Agreement and any shares of Aegerion common stock (and other voting securities of Aegerion) that become owned (whether of record or beneficially) by the respective stockholder after the execution of the Aegerion Voting Agreement in favor of the adoption of the merger agreement and approval merger and the other transactions contemplated in the merger agreement and against any competing transaction that may be proposed, and (ii) will not sell or otherwise transfer or encumber its shares of Aegerion common stock prior to consummation of the merger. Broadfin and Sarissa Capital owned approximately 13.6% and 9.0%, respectively, of the shares of Aegerion common stock deemed to be outstanding as of September 6, 2016.

        The Aegerion Voting Agreements and the obligations of the Aegerion Voting Stockholders thereunder will terminate upon the earliest to occur of (i) the date the merger agreement is validly terminated pursuant to its terms, (ii) the date of any amendment, modification, change or waiver to any provision of the merger agreement that reduces the amount or changes the form of the merger consideration (as defined in the merger agreement) (other than adjustments in accordance with the terms of the merger agreement), (iii) in the event of an Aegerion Change of Recommendation or a QLT Change of Recommendation (in each case, as defined in the merger agreement), in any such case in accordance with the terms of the merger agreement, and (iv) the time at which the merger becomes effective.

        For more information regarding the Aegerion Voting Agreements see the section entitled "The Voting Agreements" beginning on page 124.

Quorum; Adjournment

        No business may be transacted at the Aegerion special meeting unless a quorum is present. Stockholders entitled to cast a majority of all the votes entitled to be cast at the Aegerion special meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the Aegerion special meeting. If a quorum is not present, or if fewer shares of Aegerion common stock are voted in favor of each proposal than the number required for its adoption, the Aegerion special meeting may be adjourned (by the affirmative vote of the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer) to allow additional time for obtaining additional proxies or votes.

        At any subsequent reconvening of the Aegerion special meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the Aegerion special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent meeting. When a meeting is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place, if any, to which the meeting is adjourned and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting; provided, however, that if the adjournment is for more than 30 days from the meeting date, or if after the adjournment a new record date is fixed for the

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adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting will be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Aegerion Certificate of Incorporation or by-laws, is entitled to such notice. At any adjourned meeting, any business may be transacted that may have been transacted at the original meeting.

        Abstentions, if any, will be included in the calculation of the number of shares of Aegerion common stock represented at the Aegerion special meeting for purposes of determining whether a quorum has been achieved while broker non-votes, if any, will not be included in the calculation determining whether a quorum has been achieved. However, failures to vote, if any, will not be included in the calculation of the number of shares of Aegerion common stock represented at the Aegerion special meeting for purposes of determining whether a quorum has been achieved.

Required Vote

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

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

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

Failure to Vote, Broker Non-Votes and Abstentions

        Banks, brokers, or other nominees holding shares of record may vote those shares in their discretion on certain routine proposals when they do not receive timely voting instructions from the beneficial holders. A "broker non-vote" occurs when a bank, broker, trust or other nominee holding shares of record is not permitted to vote on a matter without instructions from the beneficial owner of the shares because such matter is non-routine and no instruction is given.

        Banks, brokers and other nominees who hold shares of Aegerion common stock in "street name" for their clients, but do not have discretionary authority to vote the shares, may not exercise their voting discretion with respect to any of the proposals. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to such proposals.

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

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

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

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Voting at the Aegerion Special Meeting

        Whether or not you plan to attend the Aegerion special meeting, please vote your shares. If you are a registered or "record" holder, which means your shares are registered in your name with Computershare Limited, Aegerion's transfer agent and registrar, you may vote in person at the Aegerion special meeting or be represented by proxy. If your shares are held in "street name," which means your shares are held of record in an account with a bank, broker or other nominee, you must follow the instructions from your bank, broker or other nominee in order to vote.

Voting in Person

        If you plan to attend the Aegerion special meeting and wish to vote in person, you will be given a ballot at the Aegerion special meeting. Please note, however, that if your shares are held in "street name," and you wish to vote at the Aegerion special meeting, you must bring to the Aegerion special meeting a legal proxy executed in your favor from the record holder (your bank, broker or other nominee) of the shares authorizing you to vote at the Aegerion special meeting.

        In addition, if you are a registered stockholder, please be prepared to provide proper identification, such as a driver's license. If you hold your shares in "street name," you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee, along with proper identification.

Voting by Proxy

        If you are a holder of record, a proxy card is enclosed for your use. Aegerion requests that you submit a proxy via Internet by logging onto www.proxyvote.com and following the instructions on your proxy card, by telephone by dialing 1-800-690-6903 and listening for further directions or by signing and returning your proxy card in the postage paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. You should vote your proxy in advance of the meeting even if you plan to attend the Aegerion special meeting. You can always change your vote at the Aegerion special meeting. Aegerion stockholders of record may submit their proxies through the mail by completing their proxy card, and signing, dating and returning it in the enclosed, pre-addressed, postage-paid envelope. To be valid, a returned proxy card must be signed and dated. If you hold your shares of Aegerion common stock in "street name," you will receive instructions from your bank, broker or other nominee that you must follow in order to vote your shares. If you vote by Internet or telephone, you need not return a proxy card by mail, but your vote must be received by 11:59 p.m., Eastern Time, on                , 2016.

How Proxies are Counted

        All shares represented by properly executed proxies received in time for the Aegerion special meeting will be voted at the meeting in the manner specified by the stockholders giving those proxies. Properly executed proxies that do not contain voting instructions will be voted "FOR" the proposals.

        For purposes of determining the outcome of any matter as to which a broker or nominee has physically indicated on the proxy or indicated electronically that it does not have discretionary authority to vote, those shares will be treated as not present and not entitled to vote with respect to that matter. See "—Failure to Vote, Broker Non-Votes and Abstentions" above.

Revocation of Proxies

        You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to Aegerion's Secretary, which must be filed with

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Aegerion's Secretary by the time the Aegerion special meeting begins, or by attending the Aegerion special meeting and voting in person. A stockholder's last timely vote will be the vote that is counted.

        Please note that if your shares are held in "street name" through a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or nominee in accordance with its established procedures. If your shares are held in the name of a bank, broker or other nominee and you decide to change your vote by attending the Aegerion special meeting and voting in person, your vote in person at the Aegerion special meeting will not be effective unless you have obtained and present an executed proxy issued in your name from the record holder (your broker, bank or nominee).

Solicitation of Proxies

        Aegerion is soliciting proxies for its Aegerion special meeting and, in accordance with the merger agreement, the cost of proxy solicitation will be borne by Aegerion, including expenses in connection with preparing, assembling and mailing the proxy materials. Aegerion has retained the services of Okapi Partners to assist in the solicitation of proxies for an estimated fee not to exceed $13,000, plus reimbursement of reasonable out-of-pocket expenses. Aegerion will make arrangements with brokerage firms, banks and other nominees to forward proxy solicitation materials to beneficial owners of shares held of record by them and will reimburse these brokerage firms, banks and other nominees for their reasonable expenses incurred in forwarding copies of the proxy solicitation materials to beneficial owners for whom they hold shares in "street name."

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THE MERGER

Effects of the Merger

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

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

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

        As of September 6, 2016, there were 52,829,398 QLT common shares outstanding. It is currently estimated that, if the transactions contemplated by the merger agreement, including the private placement pursuant to the unit subscription agreement, are completed, QLT will issue up to a maximum of 30,288,490, additional QLT common shares to holders of Aegerion common stock pursuant to the merger consideration and up to a maximum of 12,363,636 additional QLT common shares to the Investors (including QLT common shares issuable upon exercise of fully paid-up warrants acquired pursuant to the unit subscription agreement), and reserve for issuance up to a maximum of 13,413,074 additional QLT common shares to cover shares underlying the Aegerion Notes and outstanding Aegerion equity awards (including stock options and restricted stock units). The issuance of all of those shares would constitute the issuance of approximately 106% of the number of QLT common shares outstanding at the date hereof. To the extent that the Class Action Lawsuit and/or the DOJ/SEC Investigations are not settled before the closing of the merger, QLT will reserve for issuance up to a maximum of 69,733,715 additional QLT shares in connection with the exercise of the Warrants. The issuance of the maximum number of Warrant shares would constitute the issuance of approximately 71% of the number of QLT common shares expected to be outstanding (including Aegerion restricted stock units and QLT common shares issuable upon exercise of fully-paid warrants acquired pursuant to the unit subscription agreement) immediately following the closing of the pre-merger private placement and the merger.

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Background of the Merger

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

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

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

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

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

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

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

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

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

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

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

        On February 10, 2016, at the request of the QLT board of directors, a representative of Greenhill delivered QLT's draft term sheet for a potential strategic transaction to Aegerion. The term sheet outlined proposed terms, including the transaction structure, consideration comprised of cash and QLT common shares with an assumed value to be determined in the future based in part on the respective stock prices of Aegerion and QLT, potential adjustments to the merger consideration if the Class Action Lawsuit and/or the DOJ/SEC Investigations settle for amounts in excess of negotiated thresholds, certain closing conditions and termination fees that would equal 5% of a party's enterprise value, which translated into a $25 million termination fee payable by Aegerion to QLT under certain circumstances. The term sheet also provided that Ms. Szela would be the Chief Executive Officer of QLT following the merger.

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

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

        On February 24, 2016, the Aegerion board of directors held a regularly scheduled in-person meeting attended by representatives of Ropes & Gray. Ms. Szela outlined for the Aegerion board of directors a range of strategic alternatives being evaluated by Aegerion management, including a potential transaction with QLT. Ms. Szela described the strategic rationale for a transaction with QLT, which would create a better capitalized rare disease company with two commercial products and one late-stage pipeline program. She also outlined the discussions between the parties to date. Mr. Perry also presented certain financial forecasts, including potential JUXTAPID revenues. A representative of Ropes & Gray described to the Aegerion board of directors its fiduciary duties when considering a potential transaction with QLT. Following extensive discussion among the Aegerion board of directors

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and Aegerion management about potential strategic alternatives, the Aegerion board of directors unanimously determined to establish a committee of independent directors consisting of Sol Barer (Chair), Jorge Plutzky, David Scheer and Mr. Smith to oversee discussions relating to a potential transaction with QLT, as well as alternative transaction possibilities (the "Transaction Committee").

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

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

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

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

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

        On March 9, 2016, at the request of the QLT board of directors, a representative of Greenhill delivered QLT's revised draft term sheet for the potential transaction to Aegerion, which reflected further discussions between the parties.

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

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

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

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

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

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

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

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

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

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Representatives of Weil then provided an update to the remaining members of the QLT board of directors regarding the status of Weil's due diligence review of Aegerion and the results of its diligence findings as of such date.

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

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

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

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

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

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

        Also on April 4, 2016, a representative of Weil called a representative of Ropes & Gray to discuss a draft merger agreement and certain provisions that Weil expected to include in the draft. The representative of Weil also noted that, as indicated in the draft term sheets QLT previously had sent to Aegerion, QLT was proposing that prior to the closing of the potential transaction, it would issue

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warrants to QLT shareholders exercisable for QLT common shares if the financial settlements regarding the DOJ/SEC Investigations or the Class Action Lawsuit exceed certain thresholds.

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

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

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

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

        On April 14, 2016, Dr. Cox, Dr. Stephen L. Sabba and Mr. John C. Thomas, Jr., each a member of the QLT board of directors, held an in-person meeting attended by members of QLT management and representatives of Weil, Bull Housser and Greenhill. At that meeting, representatives of Bull Housser reminded the directors of their fiduciary duties in connection with the proposed transaction, and QLT management and its advisors updated the QLT board of directors on the status and results of the due diligence review of Aegerion conducted to that point, identifying potential risks and benefits of a transaction, as well as potential risk mitigation strategies. Greenhill discussed preliminary financial information relating to Aegerion and the proposed transaction. A representative of Weil then reviewed with the QLT board of directors the proposed terms of the draft merger agreement and received direction from the QLT board of directors with respect to various matters, including the terms of the warrants potentially issuable to QLT shareholders in connection with the transaction.

        Also on April 14, 2016, Ms. Szela held a telephone meeting with a representative of Greenhill to discuss the economic terms of possible settlements under Aegerion's discussions regarding the DOJ/SEC Investigations. In accordance with QLT's instructions, the representative of Greenhill stated that the proposed terms were unacceptable to QLT and that, unless the terms were improved, QLT would

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not consider a transaction with Aegerion. Ms. Szela agreed to update QLT about Aegerion's further negotiations with the government.

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

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

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

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

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

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

        On April 29, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. At the meeting, the representatives of Ropes & Gray updated the Transaction Committee on the status of Aegerion's negotiations with the DOJ and the SEC regarding the SEC/DOJ Investigations, and the meeting participants discussed potential paths forward as well as the impact of the timing of discussions with the government on potential strategic transactions, including the potential transaction with QLT. Mr. Perry discussed Aegerion's first quarter financial results and the implications of the first quarter results for the anticipated full-year financial results. He also updated the Transaction Committee regarding the status of the proposed possible transaction with QLT, including with respect to due diligence and

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valuation work and the potential timeframe for executing a definitive agreement in respect of a transaction. Mr. Htoo then updated the Transaction Committee regarding the status of discussions with Company A with respect to the potential licensing and option transaction. The Transaction Committee and Aegerion management also discussed other strategic alternatives that could enhance the value of Aegerion and management's expectations regarding capital-raising activities, including a potential private placement in connection with the proposed transaction with QLT.

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

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

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

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

        On May 5, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. At the meeting, the representatives of Ropes & Gray updated the Transaction Committee about the status of Aegerion's negotiations regarding the DOJ/SEC Investigations. Mr. Perry further updated the Transaction Committee about Aegerion's first quarter financial results and 2016 financial forecast, including for sales of JUXTAPID in the United States, as well as other recent developments, including regulatory filings, and the potential impact of these developments on the 2016 financial forecast. Aegerion management then updated the Transaction Committee on the status of negotiations and diligence with QLT and Company A and related activities, including plans and timing for discussions with key stockholders. A representative of J.P. Morgan then reviewed J.P. Morgan's approach to its preliminary valuation analysis, and the Transaction Committee discussed with Aegerion management, Ropes & Gray and J.P. Morgan certain considerations for evaluating potential strategic transactions and the likelihood of, and potential response to, unsolicited proposals to acquire Aegerion.

        On May 6, 2016 and May 10, 2016, members of Aegerion management and representatives of EY held follow-up telephone meetings with members of QLT management and KPMG, to discuss QLT's

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tax characteristics, including its tax structure, and tax credits, as well as the possible tax implications of the potential transaction for Aegerion stockholders. At the request of QLT, representatives of Greenhill also attended these meetings.

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

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

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

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

        On May 13, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. At the meeting, representatives of Ropes & Gray updated the Transaction Committee on the preliminary agreements in principle that Aegerion had reached with the DOJ and the SEC regarding the DOJ/SEC Investigations. This update accounted for revisions to Aegerion management's projections of Aegerion's financing needs following the May 11, 2016 preliminary agreements in principle reached with the DOJ and the SEC regarding the DOJ/SEC Investigations and a need for significant and dilutive financings in 2017 and 2018. Following the presentation, members of Aegerion management and a representative of Ropes & Gray then updated the Transaction Committee on the status of the potential transaction with QLT and the negotiations with Company A regarding a licensing arrangement. The representative from Ropes & Gray outlined key terms and open items in the draft merger agreement being negotiated with QLT, including whether the dollar amount of a termination fee would be reciprocal, whether the

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intervening event concept would be included and if the exchange ratio should be subject to adjustment upon the settlement of certain matters. The Transaction Committee asked questions and provided input on the approach to negotiations going forward. Representatives of J.P. Morgan next provided an overview of J.P. Morgan's preliminary financial analysis of the potential transaction with QLT and members of the Transaction Committee, Aegerion management and representatives of J.P. Morgan discussed the analysis and identified key valuation assumptions, including projected cash flows that were based on Aegerion's financial projections as provided and approved by Aegerion management and the discount rate range, that were used to determine J.P. Morgan's preliminary valuation range, and noted that varying these assumptions would impact J.P. Morgan's preliminary valuation analysis.

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

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

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

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

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

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

        On May 20, 2016, the Transaction Committee held a telephone meeting attended by members of Aegerion management and a representative of Ropes & Gray. At the meeting, Aegerion management provided an update on open points under negotiation with QLT, including the potential adjustments to the exchange ratio if the Class Action Lawsuit and/or the DOJ/SEC Investigations settle for amounts in excess of negotiated thresholds, the dollar amount and reciprocity of the termination fee and the inclusion of an intervening event concept, and feedback received from investors during confidential discussions concerning Aegerion's business development opportunities. The members of the Transaction Committee and Aegerion management discussed the potential transaction with QLT, including the economic terms and negotiation strategies. Ms. Szela described her conversation with the Chief Executive Officer of Company B. The members of the Transaction Committee and Aegerion management discussed seeking a more detailed proposal from Company B and the potential benefits

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and risks of proactively canvassing the market for other possible strategic transaction opportunities to better inform the Aegerion board of directors of its options.

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

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

        On May 22, 2016, Ms. Szela had a telephone conversation with the Chief Executive Officer of Company B to further discuss details regarding a potential proposal from Company B and request a written proposal that outlined Company B's valuation of Aegerion, the due diligence that Company B would need to complete and a proposed timeline to enter into a merger agreement. Following the call, Aegerion provided a draft confidentiality agreement to Company B.

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

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

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

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

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

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

        Also on May 25, 2016, at the request of QLT and Aegerion, representatives of Greenhill and J.P. Morgan held a telephone call to discuss the exchange ratio for the merger. In that meeting, representatives of J.P. Morgan informed the representatives of Greenhill that Aegerion was seeking a premium to Aegerion's then current market price.

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

        Also on May 26, 2016, the Special Committee held a telephone meeting attended by members of QLT management and representatives of Weil and Bull Housser. Representatives of Weil updated the Special Committee on Weil's due diligence findings with respect to the DOJ/SEC Investigations and the Class Action Lawsuit and the Special Committee discussed with Weil potential means to mitigate potential risks arising from such matters. Representatives of Greenhill then joined the meeting and

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updated the Special Committee on current discussions with J.P. Morgan regarding the exchange ratio and other open business points. The Special Committee then instructed Weil to continue its due diligence review of Aegerion and provided direction to Greenhill with respect to the open business points.

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

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

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

        From May 31, 2016 to June 1, 2016, at the request of QLT and Aegerion, representatives of Greenhill and J.P. Morgan held telephone calls to discuss, among other things, the exchange ratio for the merger. During the meeting on June 1, 2016, in accordance of QLT's directives, representatives of Greenhill communicated to representatives of J.P. Morgan that QLT would be willing to consider a 1.2x exchange ratio, which was derived from the five-day volume weighted average trading prices of the QLT common shares and Aegerion common stock as of May 31, 2016. The representatives of J.P. Morgan agreed to discuss QLT's proposed exchange ratio with the Aegerion board of directors later that day.

        On June 2, 2016, the Aegerion board of directors convened a telephone meeting, attended by members of Aegerion management and representatives of Ropes & Gray and J.P. Morgan. During the meeting, members of Aegerion management provided a detailed summary of the negotiations regarding the potential transaction with QLT, including QLT's proposed exchange ratio, terms of the warrants to be distributed to QLT shareholders and the possibility of Aegerion entering into a working capital credit facility with QLT. Members of Aegerion management also discussed the potential tax benefits contingent upon QLT's ability to maintain a Canadian tax domicile and the possibility that Aegerion stockholders might be able to recognize tax losses. Aegerion management also summarized feedback they had received from investors about the business and potential strategic transactions. Ms. Szela also updated the Aegerion board of directors regarding the discussions with Company B. Aegerion

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management also discussed the due diligence review of Company B based on publicly available information. The Aegerion board of directors and Aegerion management determined that, as a result of certain risks of Company B's business, products and pipeline, they were not optimistic about the long-term prospects and value of Company B equity. J.P. Morgan updated the Aegerion board of directors on its outreach to four other companies, three of which stated that they had no interest in a potential transaction with Aegerion, and one of which had not responded to J.P. Morgan's attempts to engage. Ms. Szela and Mr. Perry then provided an update on Aegerion's business, including its risks, current liquidity and expense profile, the departure of key employees and financial forecasts. Dr. Barer informed the other members of the Aegerion board of directors of a call he had received from the Chief Executive Officer of a clinical-stage biopharmaceutical company ("Company C") that Dr. Barer had yet to return but believed might relate to potential interest in a transaction with Aegerion. The Aegerion board of directors determined that Dr. Barer should return the call and, if Company C was interested in exploring a potential transaction with Aegerion, Dr. Barer should ask the Chief Executive Officer of Company C to contact Ms. Szela, and also authorized Ms. Szela to engage with the Chief Executive Officer of Company C to learn more. A representative of Ropes & Gray then summarized the Aegerion board of directors' fiduciary duties and responsibilities in evaluating Company B's proposal and also summarized the deal protection provisions in the proposed merger agreement with QLT, including restrictions on soliciting an alternative transaction once a merger agreement was signed and the ability to terminate the merger agreement, subject to payment of a termination fee, in the event of a superior proposal. Representatives of J.P. Morgan then presented J.P. Morgan's preliminary valuation analysis, based on Aegerion management's forecasts, of the values of Aegerion and QLT and the potential value that the proposed transaction between QLT and Aegerion would create for Aegerion stockholders. The Aegerion board of directors, Aegerion management and J.P. Morgan discussed the key valuation assumptions, including projected cash flows that were based on Aegerion's financial projections as provided and approved by Aegerion management and the discount rate range and the conclusions in the preliminary valuation analysis. Following a discussion, the Aegerion board of directors instructed and authorized Aegerion management to continue negotiating the merger agreement with QLT and to continue the dialogue with Company B.

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

        Also on June 2, 2016, the Special Committee held a telephone meeting attended by members of QLT management and representatives of Weil, Bull Housser and Greenhill. At the meeting, the Special Committee discussed certain open points in negotiations with Aegerion, including the exchange ratio, terms of the warrants to be distributed to QLT shareholders and QLT's response to a request from Aegerion for a loan to be made by QLT to Aegerion for the interim period between signing of the merger agreement and closing of the potential transaction. Later on June 2, 2016, Weil delivered to

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Ropes & Gray a draft unit subscription agreement for the proposed QLT private placement and a draft form of voting agreement for certain stockholders of QLT and Aegerion to commit to support the proposed transaction. Between June 2 and June 4, 2016, Weil and Ropes & Gray negotiated and exchanged drafts of the form unit subscription agreement and voting agreement that would be circulated by QLT to potential investors in the proposed private placement.

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

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

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

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

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

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

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

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

        On June 7, 2016, the Aegerion board of directors convened a regularly scheduled in-person meeting attended by members of Aegerion management and representatives of Ropes & Gray. Representatives of Wilmer Cutler Pickering Hale and Dorr LLP ("WilmerHale"), outside intellectual property counsel to Aegerion, and J.P. Morgan also participated in portions of the meeting. During the meeting, members of Aegerion management provided a detailed summary of the terms of the potential transaction with QLT. The Aegerion board of directors and members of Aegerion management, with input from J.P. Morgan, also discussed the limitations of Aegerion on a standalone basis to access capital markets and finance its operations. Ms. Szela and Mr. Perry also provided an update on the Aegerion business, including its operations in the United States and its global strategy, as well as Aegerion's cost structure and 2016 goals and key priorities. The representatives of Ropes & Gray then discussed the status of Aegerion's negotiations and the DOJ/SEC Investigations regarding the final agreements in principle and other documentation necessary to finalize the settlements, as well as updated assessments of the Class Action Lawsuit and the Brazil Investigations. The representatives of WilmerHale provided an overview of the pending inter partes review and certain other strategic intellectual property matters. Representatives of J.P. Morgan presented J.P. Morgan's updated preliminary valuation analysis, based on Aegerion management's forecasts, of the values of Aegerion and QLT and the potential value that the proposed transaction between QLT and Aegerion would potentially create for Aegerion stockholders. The representatives of J.P. Morgan identified key valuation assumptions, including projected cash flows that were based on Aegerion's financial projections as provided and approved by Aegerion management and the discount rate range, that were used to determined J.P. Morgan's preliminary valuation range, and noted that varying these assumptions would impact J.P. Morgan's preliminary valuation analysis. The Aegerion board of directors, Aegerion management and J.P. Morgan discussed the assumptions and conclusions in the updated preliminary valuation analysis. The representatives of J.P. Morgan then discussed a conflict of interest assessment undertaken by J.P. Morgan in connection with its potential engagement as financial advisor in respect of the proposed transaction with QLT, which updated a conflict of interest disclosure letter previously delivered to Aegerion on April 4, 2016. J.P. Morgan's current assessment noted that certain of its affiliates are counterparties to hedging arrangements that Aegerion put in place in connection with the issuance of the Aegerion Notes. The members of the Aegerion board of directors and representatives of J.P. Morgan discussed the assessment. After the representatives from J.P. Morgan departed the meeting, the Aegerion board of directors authorized entry into an engagement letter with J.P Morgan to serve as financial advisor with respect to the proposed transaction with QLT. Aegerion entered into an engagement letter with J.P. Morgan on June 7, 2016.

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

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

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legal counsel regarding amendments to Aegerion's existing loan agreement and forbearance agreement with SVB and a subordination agreement between SVB and QLT.

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

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

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

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

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

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

        Also on June 13, 2016, the Special Committee held an in-person meeting in Toronto, Ontario, Canada, together with (either by telephone or in person) members of QLT management and representatives of Weil, Bull Housser, Hyman Phelps, and, for portions of such meeting, Greenhill. Representatives from Hyman Phelps presented the results of their regulatory due diligence concerning Aegerion to the Special Committee. Representatives of Weil reviewed with the Special Committee the material terms of the merger agreement, the loan and security agreement, the unit subscription agreement and the warrant agreement. Greenhill then reviewed with the Special Committee Greenhill's financial analysis of the equity exchange ratio and rendered its oral opinion, which was confirmed by delivery of a written opinion dated June 13, 2016 to the QLT board of directors, to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by Greenhill in rendering its opinion, the equity exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to QLT. Representatives of QLT's legal advisors and Greenhill then reviewed with the Special Committee two remaining outstanding points: confirmation that the investors would agree to invest, prior to the merger, at least $17,500,000 to acquire QLT common shares and an equal number of warrants (the latter to be on the same terms as those to be distributed to QLT's legacy shareholders), and resolution of the open points relating to the loan and security agreement and the credit facility contemplated thereby, including security arrangements with SVB. Following discussion and consideration of these matters, the Special Committee unanimously resolved to recommend to the QLT board of directors that subject to the satisfactory resolution of those points, the transaction with Aegerion be approved on substantially the terms presented to the Special Committee.

        Later on June 13, 2016, the QLT board of directors, other than the two directors who had earlier recused themselves, held an in-person meeting in Toronto, Ontario, Canada. At the request of the QLT board of directors, members of QLT management and representatives of Weil, Bull Housser and Greenhill (some of whom participated by telephone) also participated in the meeting. Greenhill reviewed with the QLT board of directors Greenhill's financial analysis of the equity exchange ratio and reiterated Greenhill's oral opinion as rendered to the Special Committee at its meeting earlier in the day regarding the fairness, from a financial point of view, to QLT as of June 13, 2016 and based on and subject to various assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken, of the equity exchange ratio. Representatives of Greenhill and Weil then reviewed with the QLT board of directors the two outstanding points relating to the proposed transactions, confirmation that the investors would agree to invest, prior to the merger, at least $17,500,000 to acquire QLT common shares and an equal number of warrants (the latter to be on the same terms as those to be distributed to QLT's legacy shareholders), and resolution of the open points relating to the loan to be made by QLT to Aegerion. The Special Committee then provided its

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recommendation to the QLT board of directors in support of the proposed transaction with Aegerion and the private placement with the investors, following which the QLT board of directors, with the two recused directors absent and Mr. Aryeh abstaining from the vote, resolved that, subject to the resolution of the two open points to the satisfaction of the Special Committee, entry by QLT into the merger agreement and the unit subscription agreement with the investors, and certain ancillary agreements related thereto, on substantially the terms presented to the QLT board of directors, was in the best interests of QLT and its shareholders and authorized and approved QLT to enter into, execute and perform all of its obligations under the merger agreement, the unit subscription agreement and such ancillary agreements. The QLT board of directors also resolved to recommend that QLT shareholders vote to approve the issuance of securities of QLT necessary to effect the merger and the issuance of such other common shares of QLT as contemplated by the merger agreement and the unit subscription agreement.

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

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

        Following the meetings of the Aegerion board of directors, the QLT board of directors and the Special Committee, Aegerion and QLT executed the merger agreement, the loan and security

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

        On September 1, 2016, following the approval of the QLT board of directors and the Aegerion board of directors, QLT and Aegerion executed an amendment to the merger agreement for the purpose of replacing the Form of Warrant Agreement attached as Exhibit C thereto, to correct scriveners errors.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    the value represented by the expected cash position of Novelion;

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

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

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

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

    the fact that closing of the merger is subject to obtaining the approval of the QLT shareholders of the issuance of the securities of QLT necessary to effect the transactions contemplated by the merger agreement, and that the holders of approximately 24.8% of the issued and outstanding QLT common shares have entered into agreements to vote their shares in favor of the resolutions approving such matters;

    the anticipated shareholder support for the transaction, including the approximate $22 million investment commitment in QLT made by the Investors immediately prior to the completion of

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      the transaction (receipt by QLT of at least $17.5 million being a closing condition to the merger);

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

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

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

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

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

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

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

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

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

    the dilution to QLT shareholders resulting from the merger;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        The QLT board of directors also was apprised of certain interests in the merger of QLT directors and executive officers that may be different from, or in addition to, the interests of QLT shareholders generally as discussed in "—Interests of QLT Directors and Executive Officers in the Merger" beginning on page 88.

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

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

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

Opinion of QLT's Financial Advisor

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        Greenhill assumed and relied upon, without independent verification, the accuracy and completeness of the information publicly available, supplied or otherwise made available to Greenhill by representatives and managements of QLT and Aegerion for the purposes of its opinion and further relied upon the assurances of the representatives and managements of QLT and Aegerion that they were not aware of any facts or circumstances that would make such information inaccurate, incomplete or misleading. With respect to the Aegerion Forecasts (to the extent reflected in the Adjusted Aegerion Forecasts) that were furnished or otherwise provided to Greenhill, Greenhill assumed that they were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of Aegerion as to the matters reflected therein. With respect to the Adjusted Aegerion Forecasts that Greenhill was directed to utilize in its analyses, Greenhill assumed that they were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of and third-party consultants to QLT as to the matters reflected therein, and Greenhill relied upon the Adjusted Aegerion Forecasts in arriving at its opinion based on the assessments of such management and consultants as to the relative likelihood of achieving the financial results reflected in the Aegerion Forecasts and Adjusted Aegerion Forecasts. With respect to

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the QLT Forecasts that Greenhill was directed to utilize in its analyses, Greenhill assumed that they were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of and third-party consultants to QLT as to the matters reflected therein, and Greenhill relied upon the QLT Forecasts in arriving at its opinion. Greenhill expressed no opinion with respect to the Aegerion Forecasts, the Adjusted Aegerion Forecasts, the QLT Forecasts or the assumptions upon which they were based.

        Greenhill relied upon the assessments of the representatives and managements of QLT and Aegerion as to, among other things, (i) the timing and financial and other terms of certain related transactions contemplated to be undertaken in connection with the merger, including, without limitation, the proposed private placement by QLT of shares of QLT common stock to the Investors, the distribution or sale by QLT to its shareholders and such Investors of Warrants to purchase shares of QLT common stock under certain circumstances and the provision by QLT to Aegerion of a secured line of credit, (ii) the potential impact on Aegerion and QLT of pending or anticipated litigation, claims, investigations, changes in regulatory policies or enforcement and similar matters, including the likelihood, amount and timing of the potential settlement thereof, and, in the case of Aegerion, certain going concern issues, material weaknesses in financial reporting controls and procedures and the default and current forbearance under its existing credit facility, (iii) the potential impact on Aegerion and QLT of market, competitive and other trends in and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the biopharmaceutical and biotechnology industries, (iv) the validity of, and risks associated with, QLT's and Aegerion's products and/or product candidates, related uses and indications, and intellectual property (including, without limitation, the timing and probability of successful development, commercialization and marketing of such products and product candidates, approval thereof or other actions by appropriate governmental authorities, the validity and duration of related patents and licenses and the potential impact of generic competition), (v) existing and future commercial relationships, agreements and arrangements of Aegerion and QLT and (vi) the ability to integrate the businesses and operations of QLT and Aegerion. Greenhill assumed that there would be no developments with respect to any such matters or adjustments to the equity exchange ratio that would have a material adverse effect on Aegerion, QLT, the merger or any related transactions or that would otherwise be meaningful in any respect to Greenhill's analyses or opinion.

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

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        Greenhill did not express any opinion as to any terms, aspects or implications of the merger (other than the equity exchange ratio as expressly specified in such opinion) or related transactions, including the form or structure of the merger, the form, structure or financial or other terms of any related transactions, any adjustments to the equity exchange ratio, any voting, investment, warrant or loan agreement or any other agreement, arrangement or understanding to be entered into in connection with the merger, any related transactions or otherwise. Greenhill expressed no opinion as to the prices at which shares of Aegerion common stock, QLT common stock or any other securities of Aegerion or QLT would trade or otherwise be transferable at any time. Greenhill expressed no opinion with respect to the amount or nature of any compensation or other consideration to any officers, directors or employees of any party to the merger or related transactions, or any class of such persons, relative to the equity exchange ratio or otherwise or with respect to the fairness of any such compensation. Greenhill also expressed no opinion regarding matters that require legal, regulatory, accounting, tax or other similar professional advice and Greenhill assumed that opinions, counsel and interpretations regarding such matters were or would be obtained from appropriate professional sources. The issuance of Greenhill's opinion was approved by Greenhill's fairness committee. Except as described in this summary, the QLT board of directors imposed no other instructions or limitations on the investigations made or procedures followed by Greenhill in rendering its opinion.

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

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

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15.5% and, in the case of QLT, 17.5% to 22.5%. These analyses indicated approximate implied equity value reference ranges of $1.90 to $3.56 per share for Aegerion and $2.07 to $3.50 per share for QLT.

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

 
  Implied Exchange
Ratio Reference Range
  Equity Exchange Ratio    
    0.54x - 1.72x   1.0256x    

        Selected Public Companies Analysis.    Greenhill reviewed publicly available financial and stock market information of Aegerion and the following four selected publicly traded companies in the pharmaceutical industry with an orphan-designated commercial product, collectively referred to as the selected companies:

    Corcept Therapeutics Incorporated
    Raptor Pharmaceutical Corp.
    Retrophin, Inc.
    Theratechnologies Inc.

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

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

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

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

Announcement Date   Acquiror   Target
December 11, 2015  

Horizon Pharma plc

 

Crealta Holdings LLC

March 30, 2015  

Horizon Pharma plc

 

Hyperion Therapeutics, Inc.

November 6, 2014  

Aegerion Pharmaceuticals,  Inc.

 

AstraZeneca plc (MYALEPT)

March 19, 2014  

Horizon Pharma, Inc.

 

Vidara Therapeutics International Ltd.

December 19, 2013  

Jazz Pharmaceuticals plc

 

Gentium S.p.A.

July 30, 2013  

Cubist Pharmaceuticals, Inc.

 

Optimer Pharmaceuticals, Inc.

September 24, 2012  

Valeant Pharmaceuticals
International, Inc.

 

QLT Inc. (Visudyne)

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

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

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

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

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

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      of QLT common stock on June 10, 2016 of $1.50 per share and the volume-weighted average price of QLT common stock over the five-day period ended June 10, 2016 of $1.54 per share; and

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

Miscellaneous

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

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

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

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

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arising out of Greenhill's engagement, including liabilities under the federal securities laws, and to reimburse Greenhill for expenses incurred in connection with such engagement.

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

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

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

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

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

    the oral opinion of J.P. Morgan delivered to the Aegerion board of directors, which was confirmed by delivery of a written opinion dated June 14, 2016, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing the opinion, the equity exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Aegerion common stock, as more fully described below under the caption "—Opinion of Aegerion's Financial Advisor" beginning on page 77. The full text of the written opinion of J.P. Morgan, dated June 14, 2016, which sets forth, among other things, the assumptions made,

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      procedures followed, matters considered and limitations on the review undertaken in rendering the opinion, is attached as Annex C to this joint proxy statement/prospectus;

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

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

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

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

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

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

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

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

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

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

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

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

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

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    that certain QLT Voting Shareholders who beneficially own approximately 24.8% of the QLT common shares deemed to be outstanding as of September 6, 2016 and the Aegerion Voting Stockholders who beneficially own approximately 22.6% of the shares of Aegerion common stock deemed to be outstanding as of June 8, 2016 entered into the QLT Voting Agreements and the Aegerion Voting Agreement with Aegerion and QLT, respectively, pursuant to which they agreed to support the transactions contemplated by the merger agreement;

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

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

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

    that Novelion's shares will trade on NASDAQ, in addition to the TSX;

    the benefits of the proposed "merger of equals" transaction structure, with governance terms providing:

    that the initial board of directors of Novelion will consist of four individuals designated by Aegerion, in addition to four individuals designated by QLT, one individual designated by Broadfin Capital and one individual designated by Sarissa Capital Management (Sarissa Capital Management having the right to designate one additional member of the board of directors of Novelion during a specified period following the merger); and

    that Mary Szela, Chief Executive Officer of Aegerion, will serve as Chief Executive Officer and a director of Novelion;

    that directors and senior executives of Aegerion and QLT who have an in-depth knowledge of the businesses of the companies will continue with Novelion following the merger; and

    the terms and conditions of the merger agreement, including the degree of mutuality and symmetry of representations, obligations and rights of the parties under the merger agreement, the conditions to each party's obligation to complete the merger, the circumstances in which each party is permitted to terminate the merger agreement and the related termination fees payable by each party in the event of termination of the merger agreement under specified circumstances and the likelihood of completing the merger on the anticipated schedule.

        The Aegerion board of directors weighed the foregoing against a number of risks and potentially negative reasons, including, but not limited to, the following reasons:

    the restrictions on the conduct of Aegerion's business during the period between execution of the merger agreement and the completion of the merger;

    the risk that the anticipated benefits of the merger may not be realized;

    the risk that changes in the regulatory or competitive landscape may adversely affect the benefits anticipated to result from the merger;

    the challenges inherent in combining the businesses, operations and workforces of two companies, including the potential for (i) unforeseen difficulties in integrating operations and systems, (ii) the possible distraction of management attention for an extended period of time and (iii) difficulties in assimilating employees;

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

    the potential effect of the merger and subsequent integration and/or market factors on Aegerion's and/or QLT's historical business, including their respective relationships with employees, customers, suppliers, manufacturers and other business partners;

    the risk that the transaction, and subsequent integration of the two businesses, may preclude other business development opportunities;

    the substantial costs that Aegerion has incurred and will continue to incur in connection with the merger, including the costs of integrating the businesses of Aegerion and QLT and the transaction expenses arising from the merger;

    the risk that Aegerion may lose key personnel prior to the completion of the merger;

    the risk that the merger may not be completed despite the combined efforts of Aegerion and QLT or that completion may be delayed, even if the requisite approvals are obtained from Aegerion stockholders and QLT shareholders;

    the possibility of stockholder litigation and the attendant costs, delays and diversion of management attention and resources;

    that the non-solicitation covenant in the merger agreement imposes restrictions on Aegerion's ability to solicit other potential strategic transaction partners after signing;

    the fact that Aegerion may be obligated to pay QLT a termination fee of $5 million (approximately 1.5% of Aegerion's enterprise value as of June 14, 2016) in certain circumstances as summarized under "The Merger Agreement—Termination Fee" beginning on page 121;

    that the market price of Aegerion common stock could be affected by many factors, including:

    if the merger agreement is terminated, the reason or reasons for such termination and whether such termination resulted from factors adversely affecting Aegerion;

    the possibility that, in the event of the termination of the merger agreement, possible acquirers or other strategic transaction partners may consider Aegerion to be a less attractive acquisition candidate; and

    the possible sale of Aegerion common stock by short-term investors and material fluctuation in the market price of its common stock in response to an announcement of the merger or in the event that the merger agreement is terminated;

    the fact that if the merger agreement is terminated, Aegerion will no longer have access to the interim financing provided by QLT, may be unable to obtain alternative financing on terms acceptable to Aegerion and will have significant financial challenges, even if such termination results in payment by QLT to Aegerion of the $5 million termination fee;

    the risk of changes in circumstances between the date of the signing of the merger agreement and the completion of the merger transactions, which will not be reflected in the fairness opinion delivered by J.P. Morgan to the Aegerion board of directors; and

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

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        The Aegerion board of directors also was apprised of certain interests in the merger of Aegerion directors and executive officers that may be different from, or in addition to, the interests of Aegerion stockholders generally as discussed in "—Interests of Aegerion Directors and Executive Officers in the Merger" beginning on page 90.

        This discussion of the reasons considered by the Aegerion board of directors in reaching its conclusions and recommendation summarizes the material reasons considered by the board, but is not intended to be exhaustive. The Aegerion board of directors based its recommendation on the totality of the information presented.

        The Aegerion board of directors believes that, overall, the potential benefits of the merger to Aegerion's stockholders outweigh the risks and uncertainties of the merger. In view of the wide variety of reasons considered in connection with its evaluation of the merger and the complexity of these matters, the Aegerion board of directors did not find it useful and did not attempt to assign any relative or specific weights to the various reasons that it considered in reaching its determination to recommend that Aegerion stockholders vote "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to approve, on an advisory, non-binding basis, specific compensatory arrangements between Aegerion and its named executive officers related to the merger and "FOR" the proposal to approve any motion to adjourn the Aegerion special meeting, or any adjournments thereof, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Aegerion special meeting to adopt the merger agreement. Additionally, in considering the matters described above, individual members of the Aegerion board of directors applied his or her own business judgment to the process and may have assigned varying weights to different reasons supporting the decision to approve the merger agreement.

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

Opinion of Aegerion's Financial Advisor

        In February 2016, Aegerion requested J.P. Morgan's assistance in connection with its evaluation of a potential strategic transaction with QLT, and, pursuant to an engagement letter effective as of February 10, 2016 and executed by the parties on June 7, 2016, Aegerion formally retained J.P. Morgan as its financial advisor in connection with the proposed merger.

        At the meeting of the Aegerion board of directors on June 14, 2016, J.P. Morgan rendered its oral opinion to the Aegerion board of directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the equity exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Aegerion common stock. J.P. Morgan confirmed its June 14, 2016 oral opinion by delivering its written opinion to the Aegerion board of directors, dated June 14, 2016, that, as of such date, the equity exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Aegerion common stock. No limitations were imposed by the Aegerion board of directors upon J.P. Morgan with respect to the investigations made or procedures followed by it in rendering its opinion.

        The full text of the written opinion of J.P. Morgan dated June 14, 2016, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Aegerion stockholders are urged to read the opinion in its entirety. J.P. Morgan's written opinion was addressed to the Aegerion board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the equity exchange ratio in the proposed merger and did not address any other aspect of the

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proposed merger. J.P. Morgan expressed no opinion as to the fairness of the equity exchange ratio to the holders of any other class of securities, creditors or other constituencies of Aegerion or as to the underlying decision by Aegerion to engage in the proposed merger. The issuance of J.P. Morgan's opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any Aegerion stockholder as to how such Aegerion stockholder should vote with respect to the proposed merger or any other matter.

        In arriving at its opinion, J.P. Morgan:

    reviewed the merger agreement;

    reviewed certain publicly available business and financial information concerning Aegerion and QLT, and the industries in which they operate;

    compared the proposed financial terms of the proposed merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;

    reviewed certain internal financial analyses and forecasts prepared by the Aegerion and QLT management relating to their respective businesses, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the proposed merger (the "Synergies"); and

    performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

        In addition, J.P. Morgan held discussions with certain members of Aegerion management and QLT management with respect to certain aspects of the proposed merger, and the past and current business operations of Aegerion and QLT, the financial condition and future prospects and operations of Aegerion and QLT, the effects of the proposed merger on the financial condition and future prospects of Aegerion and QLT, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

        In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Aegerion and QLT or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify (and did not assume responsibility or liability for independently verifying) any such information or its accuracy or completeness. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Aegerion or QLT under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by the Aegerion and QLT management as to the expected future results of operations and financial condition of Aegerion and QLT to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the Synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the proposed merger and the other transactions contemplated by the merger agreement will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of Aegerion, and will be consummated as described in the merger agreement. At the direction of Aegerion management, J.P. Morgan also assumed that the maximum exposure of Aegerion to any ongoing regulatory claims or investigations, the maximum exposure of Aegerion to any existing shareholder litigation and the maximum amount of any Excess Loss (as defined in the merger agreement) is, in each case, limited to the amounts discussed with Aegerion management and

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accordingly, that there will be no change to the equity exchange ratio pursuant to the equity exchange ratio adjustment. J.P. Morgan also assumed that the representations and warranties made by Aegerion and QLT in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Aegerion with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed merger will be obtained without any adverse effect on QLT or Aegerion or on the contemplated benefits of the proposed merger.

        J.P. Morgan's opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan's opinion noted that subsequent developments may affect J.P. Morgan's opinion and J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan's opinion is limited to the fairness, from a financial point of view, to the holders of Aegerion common stock, of the equity exchange ratio in the proposed merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of Aegerion or as to the underlying decision by Aegerion to engage in the proposed merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed merger, or any class of such persons relative to the equity exchange ratio in the proposed merger applicable to Aegerion stockholders or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Aegerion common stock or QLT common shares will trade at any future time.

        The terms of the merger agreement, including the equity exchange ratio, were determined through arm's length negotiations between Aegerion and QLT, and the decision to enter into the merger agreement was solely that of the Aegerion board of directors and the QLT board of directors. J.P. Morgan's opinion and financial analyses were only one of the many factors considered by the Aegerion board of directors in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Aegerion board of directors or management with respect to the proposed merger or the equity exchange ratio.

        In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Aegerion board of directors on June 14, 2016 and in preparing the presentation delivered to the Aegerion board of directors on such date in connection with the rendering of such opinion. The summaries below do not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. This information is not intended to stand alone and, in order to more fully understand the financial analyses used by J.P. Morgan, such information must be read together with the full text of the summaries. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan's financial analyses.

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Discounted Cash Flow Analysis

        J.P. Morgan conducted a sum-of-the-parts discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per share for each of Aegerion common stock and QLT common shares. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered cash flows generated by the asset and taking into consideration the time value of money with respect to those cash flows by calculating their present value. The "unlevered free cash flows" refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. With respect to Aegerion, unlevered free cash flow for this purpose represents EBIT less stock-based compensation expense, tax expense, capital expenditures, increases in net working capital and certain other one-time cash expenses, as applicable, plus depreciation. EBIT with respect to Aegerion is calculated as earnings before interest expense, income tax expense, stock-based compensation expense, amortization of acquired intangibles and price difference on free goods expense. With respect to QLT, unlevered free cash flow for the above purpose represents EBIT less tax expense and increases in net working capital. EBIT with respect to QLT is calculated as earnings before interest expense and tax expense. QLT's unlevered free cash flow does not account for capital expenditures or depreciation because QLT does not have material assets subject to depreciation and is not projected to make material capital expenditures on assets. "Present value" refers to the current value of the cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. "Terminal value" refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

        In arriving at the implied fully diluted equity value per share of Aegerion common stock on a standalone basis, J.P. Morgan calculated the unlevered free cash flows that Aegerion is expected to generate and the cash tax savings from the net operating losses (referred to as "NOLs") that Aegerion is expected to utilize during the 17.5-year period ending on December 31, 2033 based upon (i) financial projections prepared by Aegerion management for the calendar years 2016 through 2022 and (ii) extrapolations from the financial projections provided by Aegerion management that were reviewed and approved by Aegerion management for J.P. Morgan's use in connection with its financial analysis and rendering its fairness opinion. As requested by Aegerion management, terminal values were not factored into the discounted cash flow analysis of Aegerion, as the financial forecasts during the 17.5-year period ending on December 31, 2033 covered the lifespan of Aegerion's only products, JUXTAPID and MYALEPT, and Aegerion did not have any additional R&D or other projects that were projected to result in any future cash flows beyond the life of JUXTAPID and MYALEPT. The unlevered free cash flows and NOLs were then discounted to present values as of June 30, 2016, using a range of discount rates from 15.0% to 20.0%. The discount rate range was based upon J.P. Morgan's analysis of the weighted average cost of capital of Aegerion and reflects Aegerion's short-term projected liquidity and financing needs. The present value of unlevered cash flows and NOLs was then adjusted by subtracting Aegerion's net indebtedness, including the present value of expected cash outflows as a result of ongoing regulatory actions and investigations, to derive the implied equity value.

        Based on the foregoing, this analysis indicated an implied fully diluted equity value per share range for Aegerion, on a standalone basis, of $0.07 - $3.02, as compared to (i) the closing price per share of Aegerion common stock as of June 14, 2016 of $1.33 and (ii) the implied price per share of Aegerion common stock of $1.47 based on the equity exchange ratio of 1.0256x in the proposed merger applied to the closing price per QLT common share as of June 14, 2016 of $1.43.

        In performing its discounted cash flow analysis of QLT, J.P. Morgan considered the value of QLT, with Synergies, although such Synergies were determined by Aegerion management to be minimal. In arriving at the implied fully diluted equity value per share of QLT, J.P. Morgan calculated the unlevered free cash flows that QLT is expected to generate and the cash tax savings from NOLs that QLT is

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expected to utilize during the 24.5-year period ending on December 31, 2040 based upon financial projections prepared by Aegerion management. As requested by Aegerion management, terminal values were not factored into the discounted cash flow analysis of QLT, as the financial forecasts during the 24.5-year period ending on December 31, 2040 covered the lifespan of QLT's sole product candidate, QLT091001, and QLT did not have any products or additional R&D projects that were projected to result in any future cash flows beyond the lifespan of QLT091001. The unlevered free cash flows and NOLs were then discounted to present values as of June 30, 2016, using a range of discount rates from 11.0% to 13.0%. The discount rate range was based upon J.P. Morgan's analysis of the weighted average cost of capital of QLT. QLT was determined to be well capitalized by Aegerion management. As such, the discount rate range for QLT is not reflective of any short-term liquidity concerns or financing needs, as is the case for Aegerion. The present value of unlevered cash flows and NOLs was then adjusted by adding QLT's projected cash at June 30, 2016, to derive the implied equity value.

        Based on the foregoing, this analysis indicated an implied fully diluted equity value per share range for QLT, on a standalone basis, of $3.03 - $3.50, as compared to the closing price per QLT common share as of June 14, 2016 of $1.43.

Relative Value Contribution Analysis

        Based upon a comparison of the implied equity values for each of Aegerion and QLT calculated in the discounted cash flow analysis described above, J.P. Morgan calculated a range of implied exchange ratios for the transaction, excluding the effects of the QLT private placement for purposes of this analysis.

        J.P. Morgan divided the lowest equity value per QLT common share by the highest equity value per share of Aegerion common stock to derive the lowest implied exchange ratio. J.P. Morgan also divided the highest equity value per share for QLT by the lowest equity value per share of Aegerion common stock to derive the highest implied exchange ratio.

        The analysis indicated the following implied exchange ratios:

 
  Lowest implied
exchange ratio
  Highest implied
exchange ratio
 

Discounted Cash Flow Analysis

    0.0200x     0.9972x  

        J.P. Morgan then compared the range of implied exchange ratios above to the exchange ratio of 1.0256x in the proposed merger.

Miscellaneous

        The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Aegerion or QLT. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its

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opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

        Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan's analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold.

        As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Aegerion with respect to the proposed merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Aegerion, QLT and the industries in which they operate.

        J.P. Morgan received a fee from Aegerion of $2,000,000 after J.P. Morgan delivered its opinion. Aegerion has agreed to pay J.P. Morgan an additional fee of $2,000,000 upon the closing of the proposed merger. In addition, Aegerion has agreed to reimburse J.P. Morgan for certain expenses incurred in connection with its services, including the reasonable fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan's engagement.

        During the two years preceding the date of J.P. Morgan's opinion, neither J.P. Morgan nor its affiliates have had any other material financial advisory or other material commercial or investment banking relationships with QLT. During the two years preceding the date of J.P. Morgan's opinion, J.P. Morgan and its affiliates have had commercial and investment banking relationships with Aegerion, for which J.P. Morgan and such affiliates have received approximately $4.5 million in aggregate fees. Such services during such period have included acting as joint bookrunner on Aegerion's offering of debt securities in August 2014 and as financial advisor in connection with Aegerion's strategic planning in March 2015. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of each of the outstanding shares of Aegerion common stock and QLT common shares. In the ordinary course of J.P. Morgan's businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities of Aegerion or QLT for their own accounts or for the accounts of customers and, accordingly, J.P. Morgan may at any time hold long or short positions in such securities. In connection with the issuance of Aegerion's 2.00% Senior Convertible Notes due 2019, Aegerion entered into certain hedging arrangements with one of J.P. Morgan's affiliates, in its principal capacity (such affiliate, the "Morgan Counterparty"). The consummation of the proposed merger is expected to result in the unwinding of such hedging arrangements. Pursuant to the agreements entered into by Aegerion with the Morgan Counterparty in connection with the hedging arrangements, the Morgan Counterparty is expected to receive a payment from Aegerion, which will be calculated at the time of consummation of the proposed merger. J.P. Morgan currently estimates that, subject to changes in market conditions or changes to the terms of the proposed merger and assuming a closing date of September 30, 2016 and a per share price of Aegerion common stock of $1.49, which is the closing price of shares of Aegerion common stock on August 3, 2016, upon the consummation of the proposed merger, the Morgan Counterparty will receive a net payment from Aegerion resulting from the unwinding of the hedging arrangements of approximately $0.2 million. This amount is an estimate calculated by J.P. Morgan and the actual net payment under the hedging arrangements will be determined by J.P. Morgan in accordance with the documentation governing the hedging arrangements at the time of consummation of the proposed merger.

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Forward-Looking Financial Information

        QLT and Aegerion do not as a matter of course make public projections as to future sales, earnings, or other results. However, QLT and Aegerion managements prepared the forward-looking financial information set forth below, solely for use in connection with the merger or for internal planning purposes, to assess the long-term expectations of the future financial performance of QLT and Aegerion. The accompanying financial projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of QLT and Aegerion managements, were prepared on a reasonable basis, reflect the best currently available estimates and judgments, and present, to the best of QLT and Aegerion managements' knowledge and belief, the expected course of action and expected future financial performance of QLT and Aegerion. However, this information is not fact and should not be relied upon as necessarily indicative of actual future results, and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the forward-looking financial information. Neither QLT's nor Aegerion's independent registered public accounting firms, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the forward-looking financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the forward-looking financial information.

    Certain Financial Projections Used by Aegerion in Connection with the Merger

        Aegerion is including a summary of certain forward-looking financial information relating to Aegerion and QLT prepared by Aegerion management in this joint proxy statement/prospectus solely because it was among the financial information made available to the Aegerion board of directors and J.P. Morgan in connection with their evaluation of the merger. The forward-looking financial information does not take into account any circumstances or events occurring after the date it was prepared, nor does the forward-looking financial information give effect to the merger.

        The forward-looking financial information presented below includes forecasts prepared by Aegerion management for internal planning purposes in the second quarter of 2016 based on estimates and assumptions made by Aegerion management at that time and speaks only as of that time. Aegerion reviews and updates its internal forecasts regularly. Except to the extent required by applicable law, Aegerion has no obligation to update the forward-looking financial information included in this joint proxy statement/prospectus and has not done so and does not intend to do so. The inclusion of this forward-looking financial information should not be regarded as an indication that any of Aegerion, QLT, their respective affiliates, officers, directors, advisors or other representatives or any other recipient of this forward-looking financial information considered, or now considers, it to be necessarily predictive of actual future results. There can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated.

    Financial Projections Related to Aegerion

        The following table presents a summary of the forward-looking financial information relating to Aegerion prepared by Aegerion management (the "Aegerion Forecasts"), which were provided to the Aegerion board of directors, J.P. Morgan, QLT and Greenhill (in millions):

 
  Fiscal Year Ending December 31,  
 
  2016   2017   2018   2019   2020   2021   2022  

JUXTAPID Revenue

  $ 93.5   $ 104.9   $ 131.8   $ 144.9   $ 127.3   $ 105.3   $ 102.2  

MYALEPT Revenue

  $ 49.0   $ 74.2   $ 111.3   $ 147.7   $ 181.9   $ 211.7   $ 233.7  

Total Revenue

  $ 142.5   $ 179.1   $ 243.1   $ 292.6   $ 309.2   $ 317.0   $ 335.9  

Net Income

 
$

(128.8

)

$

(53.0

)

$

6.5
 
$

44.7
 
$

67.2
 
$

72.4
 
$

85.1
 

EBIT(1)

  $ (56.2 ) $ 23.0   $ 85.4   $ 129.1   $ 141.9   $ 150.0   $ 168.9  

(1)
Non-GAAP measure: For this purpose, non-GAAP EBIT represents GAAP net (loss) income before interest expense, income tax expenses, stock-based compensation expense, amortization of acquired intangibles and price difference on free goods expense.

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        The following table summarizes the extrapolations calculated by J.P. Morgan for the calendar years 2023 through 2033, based upon the Aegerion Forecasts provided to J.P. Morgan by Aegerion management, which extrapolations were reviewed and approved by Aegerion management, but were not provided to QLT or Greenhill (in millions):

 
  Fiscal Year Ending December 31,  
 
  2023   2024   2025   2026   2027   2028   2029   2030   2031   2032   2033  

JUXTAPID Revenue

  $ 100.9   $ 99.7   $ 98.5   $ 97.4   $ 24.4   $ 12.2   $ 0.0   $ 0.0   $ 0.0   $ 0.0   $ 0.0  

MYALEPT Revenue

  $ 236.8   $ 240.1   $ 243.3   $ 246.7   $ 123.3   $ 61.7   $ 30.8   $ 30.8   $ 30.8   $ 30.8   $ 30.8  

Total Revenue

  $ 337.8   $ 339.8   $ 341.9   $ 344.1   $ 147.7   $ 73.8   $ 30.8   $ 30.8   $ 30.8   $ 30.8   $ 30.8  

Operating Expenses(1)

 
$

167.6
 
$

158.4
 
$

149.3
 
$

140.4
 
$

58.0
 
$

26.5
 
$

11.2
 
$

10.9
 
$

10.9
 
$

10.9
 
$

10.9
 

EBIT(2)

  $ 170.2   $ 181.4   $ 192.6   $ 203.7   $ 89.7   $ 47.3   $ 19.6   $ 19.9   $ 19.9   $ 19.9   $ 19.9  

(1)
Non-GAAP measure: Calculated as cost of goods sold plus research and development, sales and marketing expenses, general and administrative costs, less stock-based compensation expense, amortization of acquired intangibles expense and price difference on free goods expense.

(2)
Non-GAAP measure: For this purpose, non-GAAP EBIT represents GAAP net (loss) income before interest expense, income tax expenses, stock-based compensation expense, amortization of acquired intangibles and price difference on free goods expense.

        The following tables present the unlevered free cash flows for Aegerion calculated by J.P. Morgan based upon the Aegerion Forecasts provided to J.P. Morgan by Aegerion management, which values were reviewed and approved by Aegerion management, but were not provided to QLT or Greenhill (in millions):

 
  Fiscal Year Ending December 31,  
 
  2016   2017   2018   2019   2020   2021   2022   2023   2024  

Unlevered Free Cash Flow

  $ (69.1) (1) $ (4.5 ) $ 44.2   $ 92.0   $ 102.8   $ 111.5   $ 115.9   $ 98.8   $ 106.1  

 

 
  Fiscal Year Ending December 31,  
 
  2025   2026   2027   2028   2029   2030   2031   2032   2033  

Unlevered Free Cash Flow

  $ 113.3   $ 120.5   $ 52.0   $ 27.6   $ 12.1   $ 12.3   $ 12.3   $ 12.3   $ 12.3  

(1)
Unlevered free cash flow includes a $28.3 million provision related to the DOJ/SEC Investigation.

        Although presented with numerical specificity, the above forward-looking financial information of Aegerion reflects numerous assumptions and estimates as to future events made by Aegerion management. At the time the Aegerion Forecasts were prepared, Aegerion management believed such assumptions and estimates were reasonable. In preparing the Aegerion Forecasts, Aegerion management made assumptions regarding, among other things, sales of JUXTAPID and MYALEPT in the U.S. and internationally, production costs, and working capital adjustments. In addition, the Aegerion Forecasts assumed a settlement with the DOJ and the SEC of approximately $40 million, payable between 2016 and 2021.

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    Financial Projections Related to QLT

        The following table presents selected forward-looking financial information relating to QLT prepared by Aegerion management and provided to the Aegerion board of directors and J.P. Morgan (the "Adjusted QLT Forecasts"), which were not provided to QLT or Greenhill (in millions):

 
  Fiscal Year Ending December 31,  
 
  2016   2017   2018   2019   2020   2021   2022  

Revenue(1)

  $ 0.0   $ 0.0   $ 0.0   $ 0.0   $ 15.2   $ 31.2   $ 47.9  

EBIT

  $ (11.0 ) $ (12.1 ) $ (21.3 ) $ (24.7 ) $ (27.4 ) $ 15.8   $ 30.3  

 
  Fiscal Year Ending December 31,  
 
  2023   2024   2025   2026   2027   2028   2029  

Revenue(1)

  $ 68.6   $ 90.3   $ 92.4   $ 94.7   $ 97.0   $ 99.3   $ 101.8  

EBIT

  $ 45.8   $ 62.2   $ 71.7   $ 74.4   $ 77.1   $ 79.9   $ 82.8  

 

 
  Fiscal Year Ending December 31,  
 
  2030   2031   2032   2033   2034   2035   2036  

Revenue(1)

  $ 20.9   $ 5.3   $ 5.5   $ 5.6   $ 5.8   $ 5.9   $ 6.1  

EBIT

  $ 18.1   $ 4.6   $ 4.8   $ 4.9   $ 5.0   $ 5.2   $ 5.3  

 

 
  Fiscal Year Ending December 31,  
 
  2037   2038   2039   2040  

Revenue(1)

  $ 6.2   $ 6.4   $ 6.6   $ 6.7  

EBIT

  $ 5.4   $ 5.6   $ 5.7   $ 5.9  

(1)
Revenue presents projected revenue for QLT091001, QLT's synthetic retinoid. The projected revenue reflected in the Adjusted QLT Forecasts assumes a 49% probability of technical and regulatory success for QLT091001.

        Although presented with numerical specificity, the Adjusted QLT Forecasts reflect numerous assumptions and estimates as to future events made by Aegerion management. At the time the Adjusted QLT Forecasts were prepared, Aegerion management believed such assumptions and estimates were reasonable. In preparing the Adjusted QLT Forecasts, Aegerion made assumptions regarding, among other things, sales and operating expenses of Retinoid.

        No assurances can be given that the assumptions made in preparing the Aegerion Forecasts and Adjusted QLT Forecasts will reflect future conditions. Since the Aegerion Forecasts and Adjusted QLT Forecasts cover multiple years, such information by its nature becomes less predictive with each successive year. The estimates and assumptions underlying the Aegerion Forecasts and Adjusted QLT Forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, risks and uncertainties described under "Risk Factors" beginning on page 20 and the section above entitled "Cautionary Statement Regarding Forward-Looking Statements", all of which are difficult to predict and many of which are beyond the control of Aegerion and/or QLT and will be beyond the control of the surviving corporation. There can be no assurance that the projected results or underlying assumptions will be realized, and actual results likely will differ, and may differ materially, from those reflected in the Aegerion Forecasts and Adjusted QLT Forecasts, whether or not the merger is completed.

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        Aegerion stockholders and QLT shareholders are urged to review Aegerion's and QLT's most recent SEC filings for a description of Aegerion's and QLT's reported and anticipated results of operations and financial condition and capital resources, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Aegerion's and QLT's Annual Reports on Form 10-K for the year ended December 31, 2015 and subsequent quarterly reports on Form 10-Q, which are incorporated by reference into this joint proxy statement/prospectus.

        Readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the Aegerion Forecasts and Adjusted QLT Forecasts set forth above. No representation is made by Aegerion, QLT, their respective affiliates, officers, directors, advisors or other representatives or any other person to any Aegerion stockholder or QLT shareholder regarding the ultimate performance of Aegerion or QLT compared to the prospective results included in the Aegerion Forecasts and Adjusted QLT Forecasts. The inclusion of unaudited prospective financial information in this joint proxy statement/prospectus should not be regarded as an indication that such forward-looking financial information will necessarily be predictive of actual future events, and such forward-looking financial information should not be relied on as such.

    Certain Financial Projections Used by QLT in Connection with the Merger

        Prior to approval by the QLT board of directors of the merger, the execution of the merger agreement and the consummation of the transactions contemplated by the merger agreement, certain forward-looking financial information was prepared on a standalone, pre-transaction basis by QLT in connection with the merger and related transactions. The forward looking financial information prepared for and approved by the QLT board of directors on a standalone basis and is not intended to be added together, and adding together the forward-looking financial information for the two companies would not necessarily represent the results Novelion might achieve if the merger is completed.

        The forward-looking financial information reflects assumptions as to certain business decisions that are subject to change. Accordingly, there can be no assurance that the forward-looking results are indicative of the future performance of QLT, Aegerion or Novelion or that actual results will not differ materially from those presented. Inclusion of the forward-looking financial information in this joint proxy statement/prospectus should not be regarded as a representation by QLT, Aegerion, their respective affiliates, officers, directors, advisors or other representatives that the results contained in the forward-looking financial information will be achieved. Readers of this joint proxy statement/prospectus are cautioned that the forward-looking financial information should not be construed as financial guidance and should not be relied on as such or for any other reason. The forward-looking financial information is not included in this joint proxy statement/prospectus in order to induce any stockholder to vote in favor of any matter or to purchase securities of any person.

        Except to the extent required by applicable law, QLT does not intend, nor does it assume any obligation, to update or otherwise revise the forward-looking financial information as a result of circumstances existing since their preparation, to reflect the occurrence of unanticipated events or otherwise, even in the event that any or all of the underlying assumptions are not realized. Furthermore, QLT does not intend to update or revise the forward-looking financial information in this joint proxy statement/prospectus to reflect changes in general economic or industry conditions.

    QLT Forward-Looking Information

        QLT does not, as a matter of course, utilize long-term projections regarding its expectations of future financial performance given, among other things, the uncertainty of the underlying assumptions and estimates. However, in connection with the process leading to the merger agreement, certain internal financial forecasts for QLT were prepared by QLT management on a standalone,

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pre-transaction basis, for the fiscal years ending December 31, 2016 through 2030. These projections, which are referred to in this section as the "QLT Forecasts," are included in this joint proxy statement/prospectus because QLT management provided the QLT Forecasts to the QLT board of directors in connection with its evaluation of the merger and to Greenhill for its use and reliance in connection with its financial analyses and opinion. In addition, the revenue and development expenses figures from the QLT Forecasts were provided by QLT to Aegerion and J.P. Morgan in connection with their review of the proposed merger.

        The following tables present a summary of the QLT Forecasts:


QLT Forecasts
($ in millions)

 
  2016E   2017E   2018E   2019E   2020E   2021E   2022E   2023E   2024E   2025E   2026E   2027E   2028E   2029E   2030E  

Revenue(1)

        9     25     39     107     167     239     316     374     413     451     482     503     518     537  

Development Expenses(2)

    (11 )   (11 )   (11 )   (4 )                                            

Earnings Before Interest & Tax(3)

    (10 )   (23 )   (27 )   (14 )   20     45     80     104     136     156     167     180     188     194     207  

(1)
Revenue was estimated by QLT management in consultation with and input from Health Advances regarding the potential size of QLT's target market in the United States, the three largest EU markets, and Japan. Given the ultra-orphan nature of the market for QLT's retinoid drug candidate, exact patient estimates are not available. Assumptions regarding patient populations were based on epidemiological data and market research, and pricing and penetration assumptions were based on a number of factors, including interviews with key prescribers and reimbursement authorities and reference to available data regarding existing ultra-orphan therapies. QLT management applied probability weightings to the QLT Forecast revenue based on the stage of development of the retinoid program, and considered the timing of revenue based on expectations for potential conditional approval in the EU in either 2017 or 2018.

(2)
Development expenses represent the estimated direct costs of the planned retinoid development program, including the pivotal phase 3 clinical trial and the preparation and submission of a Marketing Authorization Application to the EMA and a new drug application to the FDA. It does not include activities related to possible commercialization or salaries, administrative, and public company costs.

(3)
Earnings before interest & tax includes revenues, cost of sales, development expenses, and commercialization, salaries, administrative, and public company costs. Such estimates were not shared with Aegerion or J.P. Morgan.

        The estimates and assumptions underlying the QLT Forecasts are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained therein, including, the risks and uncertainties described in the sections entitled "Risk Factors" beginning on page 20 and the section above entitled "Cautionary Statement Regarding Forward-Looking Statements", and Part I, Item 1A in QLT's Annual Report on Form 10-K for the year ended December 31, 2015.

    Adjusted Aegerion Forward-Looking Information

        The following is a summary of the Adjusted Aegerion Forecasts. The Adjusted Aegerion Forecasts were prepared by QLT management with input from Health Advances and were not shared with Aegerion or J.P. Morgan, but were provided to the QLT board of directors in connection with its evaluation of the merger and to Greenhill for its use and reliance in connection with its financial analyses and opinion.

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        The following tables present a summary of the Adjusted Aegerion Forecasts:


Adjusted Aegerion Forecasts
($ in millions)

 
  2016E   2017E   2018E   2019E   2020E   2021E   2022E  

Lomitapide(1)

    93     101     76     75     60     58     58  

Metreleptin(2)

    46     67     98     121     145     160     177  

Total Revenues

    140     168     174     196     205     218     235  

Operating Expenses(3)

    (127 )   (118 )   (88 )   (85 )   (83 )   (80 )   (76 )

Earnings Before Interest & Tax

    (14 )   18     48     67     72     84     100  

(1)
Lomitapide revenue has been adjusted based on an assumption of stronger competition from PCSK9s and a corresponding increasing decline in U.S. lomitapide revenues.

(2)
Metreleptin revenue has been adjusted based on an assumption of a higher compliance dropout rate across all regions. Additionally, metreleptin revenue was adjusted to reflect a scenario in which Aegerion does not receive approval of metreleptin for the additional indication of severe partial lipodystrophy in 2018.

(3)
Operating expenses have been adjusted to reflect an assumption of further reductions in sales and marketing, and general and administrative costs. Operating expenses and earnings before interest & tax do not include payments agreed to settle DOJ/SEC Investigations.

Governing Documents Following the Merger

        The Notice of Articles and Articles of Novelion immediately following the effective time of the merger will be identical to the Notice of Articles and Articles of QLT as in effect immediately prior to the effective time of the merger. At the effective time of the merger, the certificate of incorporation and bylaws of Aegerion will be amended and restated in their entirety to read as the certificate of incorporation and by-laws of MergerCo in effect immediately prior to the effective time of the merger, until thereafter changed or amended as provided therein or by applicable law.

        It is anticipated that the name of QLT will be changed to "Novelion Therapeutics Inc." upon completion of the merger.

Interests of QLT Directors and Executive Officers in the Merger

        You should be aware that some of QLT's executive officers and directors have interests in the merger that are different from, or in addition to, the interests of QLT shareholders generally. The QLT board of directors was aware of the different or additional interests set forth herein and considered these interests, among other matters, in evaluating, negotiating and recommending the merger agreement. See "—Recommendation of the QLT Board of Directors; QLT's Reasons for the Merger" on page 62.

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        Those interests are described below.

    Merger-Related Compensation

        None of QLT's current named executive officers or directors is party to a change in control agreement or other agreement that provides for benefits solely upon the occurrence of the transactions contemplated by the merger agreement except as discussed below. One officer of QLT is party to a change in control severance agreement with "double-trigger" change of control severance provisions, as described under the heading "—QLT Change in Control Severance Agreement."

        As described under the heading "—QLT Equity Incentive Awards," the vesting of DSUs of the QLT directors will be automatically accelerated at the effective time of the merger.

    QLT Change in Control Severance Agreement

        QLT and Dr. Lana Janes, QLT's Senior Vice President, Intellectual Property and Technology Development and Chief Patent Officer, are a party to a Letter Agreement, dated June 1, 2010, that provides for severance payments over 18 months upon a "triggering event" within 24 months following a "change in control." The transactions contemplated by the merger agreement would constitute a "change in control" under Dr. Janes' Letter Agreement, thus entitling her to severance payments in the event of termination by QLT of Dr. Janes' employment without cause or by Dr. Janes after a triggering event (as the terms "cause" and "triggering event" are defined in the agreement) within a period of 24 months following the merger. The severance payment is equal to 18 months' base salary, the maximum RRSP matching contribution to which Dr. Janes would otherwise be entitled during the severance period, amounts in lieu of certain other health and retirement benefits for the severance period, relocation expenses, outplacement counseling and an annual cash incentive compensation entitlement calculated at the target cash incentive compensation entitlement that would otherwise have been paid during the severance period.

    Geoffrey Cox Employment Agreement

        QLT and Dr. Cox are party to an employment agreement, dated October 24, 2014, as amended on April 21, 2015, October 8, 2015, April 7, 2016, and June 17, 2016, that provides for severance upon a termination of his employment other than by QLT for "cause" (as such term is defined in the employment agreement). Under his agreement, Dr. Cox's QLT stock options, to the extent unvested, will accelerate upon his termination of employment and he will be entitled to receive a severance payment equal to no more than two months' base salary.

    QLT Equity Incentive Awards

        The QLT Stock Option Plan and QLT's Directors' Deferred Share Unit Plan will continue in full force and effect in accordance with their respective terms following the merger.

        In accordance with the terms of the Director's Deferred Share Unit Plan, a vested DSU can only be settled by conversion to cash (no shares are issued) and can only be converted after the director ceases to be a member of the QLT board of directors, except that it will not be converted if the director is removed from the QLT board of directors for just cause. If the merger is completed, all unvested DSUs will automatically vest and only four of our six directors will continue serving on Novelion's board of directors. Therefore, the DSUs previously awarded to those directors ceasing their membership will be settled in cash and recognized as a compensation cost and the DSUs previously awarded to those directors continuing with Novelion will be recognized as a liability and a compensation cost.

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Value of Acceleration of DSUs Held by Non-Employee Directors

Name
  Aggregate
Number of
DSUs
  Value of
Acceleration
 

Jeffrey A. Meckler

    28,400   $ 8,449  

Dr. John W. Kozarich

    28,400   $ 8,449  

    Ownership Interests

        As of September 6, 2016, the latest practicable date before the printing of this joint proxy statement/prospectus, Jason Aryeh, Chairman of the QLT board of directors, together with his affiliates, beneficially owned 143,400 shares of Aegerion common stock, or approximately 0.5% of the shares of Aegerion common stock outstanding on that date, and 535,478 QLT common shares, or approximately 1.0% of the QLT common shares outstanding on that date. Assuming the transactions contemplated by the merger agreement, including the merger and the private placement pursuant to the unit subscription agreement, had been completed as of that date, Mr. Aryeh and his affiliates would hold approximately 1.9% of the outstanding QLT common shares following the merger.

Interests of Aegerion Directors and Executive Officers in the Merger

        You should be aware that some of Aegerion's directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Aegerion stockholders generally. The Aegerion board of directors was aware of the different or additional interests set forth herein and considered these interests, among other matters, in evaluating and negotiating the merger agreement. See section entitled "—Recommendation of the Aegerion Board of Directors; Aegerion's Reasons for the Merger" beginning on page 73.

        In addition to those described further below, these interests include that certain of Aegerion's current directors and executive officers will continue to serve as directors and officers of Novelion and/or the surviving corporation following the effective time of the merger, as discussed in more detail in the section entitled "—Board of Directors and Management Following the Merger" beginning on page 95, including:

    the employment of Mary Szela as Chief Executive Officer of Novelion following the merger;

    the employment of members of Aegerion management by Novelion or the surviving corporation following the merger; and

    the appointment of certain Aegerion directors to the board of directors of Novelion.

        These individuals are expected to receive cash and equity compensation (other than any director who is also an officer of Novelion) for their future services as directors and officers.

        Aegerion directors who will not join the board of directors of Novelion following the merger will receive a cash payment of $50,000 in lieu of their 2016 Aegerion annual director stock option grants.

        Certain directors and executive officers of Aegerion may receive tax gross-up payments from Aegerion if he or she is required to pay an excise tax under Section 4985 of the Code (relating to so called corporate inversions).

    Ownership Interests of Aegerion Directors and Executive Officers

        As of                , 2016 the latest practicable date before the printing of this joint proxy statement/prospectus, directors and executive officers of Aegerion, together with their respective affiliates, beneficially owned and were entitled to vote            shares of Aegerion common stock, or

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approximately            % of the shares of Aegerion common stock outstanding on that date. Assuming the merger had been completed as of such date, all directors and executive officers of Aegerion, together with their respective affiliates, would beneficially own, in the aggregate,            % of the outstanding Novelion common shares following the merger.

        For a more complete discussion of the ownership interests of the directors and executive officers of Aegerion, see "Share Ownership of Certain Beneficial Owners, Management and Directors of Aegerion." For a more complete discussion of the ownership interests of the directors and executive officers of QLT, see "Share Ownership of Certain Beneficial Owners, Management and Directors of QLT."

    Treatment of Outstanding Aegerion Stock Options and Other Equity Awards

        Pursuant to the merger agreement, Aegerion Stock Options and Aegerion RSUs held by directors and executive officers of Aegerion will be treated as follows:

    each Aegerion Stock Option that is outstanding and unexercised as of immediately prior to the effective time of the merger and that has an exercise price per share of Aegerion common stock equal to or greater than an amount equal to the product obtained by multiplying (i) the equity exchange ratio by (ii) the closing price of a QLT common share on the trading day immediately preceding the closing date will be cancelled at the effective time of the merger without any payment or other consideration therefor;

    at the effective time of the merger (or, for Canadian holders of Aegerion Stock Options, immediately following the effective time of the merger) and except as provided immediately above, each vested and unvested Aegerion Stock Option that is outstanding and unexercised as of immediately prior to the effective time of the merger will be exchanged for an Adjusted Option equal to the product obtained by multiplying (i) the number of shares of Aegerion common stock subject to the Aegerion Stock Option as of immediately prior to the effective time of the merger by (ii) the equity exchange ratio, with any fractional shares rounded down to the nearest whole share. Each Adjusted Option will have an exercise price per QLT common share equal to (x) the per share exercise price of the corresponding Aegerion Stock Option as of immediately prior to the effective time of the merger divided by (ii) the equity exchange ratio, rounded up to the nearest whole cent. Each Adjusted Option will otherwise be subject to the same terms and conditions that applied to the corresponding Aegerion Stock Option immediately prior to the effective time of the merger, including vesting, but excluding any terms that are rendered inoperative solely by reason of the merger; and

    at the effective time of the merger (or, for Canadian holders of Aegerion RSUs, immediately following the effective time of the merger), each vested and unvested Aegerion RSU that is outstanding as of immediately prior to the effective time of the merger will be exchanged for an Adjusted RSU equal to the product obtained by multiplying (i) the total number of shares of Aegerion common stock subject to the Aegerion RSU as of immediately prior to the effective time of the merger by (ii) the equity exchange ratio, with any fractional shares rounded down to the nearest whole share. Each Adjusted RSU will otherwise be subject to the same terms and conditions that applied to the corresponding Aegerion RSU immediately prior to the effective time of the merger, including vesting, but excluding any terms that are rendered inoperative solely by reason of the merger.

        The treatment of the stock options and equity awards held by the Aegerion directors and executive officers is more fully described in "—Treatment of Aegerion Equity Awards" on page 97.

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Aegerion Non-Employee Director Equity Awards

        Pursuant to the Aegerion non-employee director compensation policy, Aegerion Stock Options held by non-employee directors will vest in full in connection with the merger. Under the merger agreement, if the exercise price of such stock options exceeds the fair market value of the merger consideration, such Aegerion Stock Options will be cancelled at the effective time with no consideration due to the non-employee directors. Mr. Smith also holds Aegerion RSUs, which he received in respect of his prior employment with Aegerion, and they will not be accelerated in connection with the merger and will instead remain eligible to vest based on his continued service as a director.

    Employment Agreements with Certain Aegerion Executive Officers

        In January 2016, Aegerion entered into an employment agreement with Ms. Szela, its Chief Executive Officer, that provides for the following severance payments in the event that Ms. Szela's employment is terminated without "cause" or Ms. Szela resigns for "good reason" (each, as defined in her employment agreement) within 18 months following the occurrence of certain corporate transactions, which would include the merger: (i) accrued but unpaid base salary, any unpaid or unreimbursed business expenses and any accrued but unused vacation through the date of termination; (ii) 18 months' base salary continuation; (iii) 100% acceleration of the vesting of Ms. Szela's then-outstanding unvested equity awards; and (iv) payment of a pro rata portion of Ms. Szela's target annual bonus for the year in which her termination of employment occurs.

        Aegerion also entered into employment agreements with each of Mr. Perry, its Chief Financial and Administrative Officer, Mr. Harshbarger, its General Counsel, Mr. Louis, its Senior Vice President, Global Chief Compliance Officer, and Ms. Buono, its Senior Vice President, Human Resources, each of which provides for the following severance payments in the event the executive's employment is terminated without "cause" or the executive resigns for "good reason" (each, as defined in his or her respective employment agreement): (i) accrued but unpaid base salary, any unpaid or unreimbursed business expenses and any accrued but unused vacation through the date of termination; (ii) 12 months' base salary continuation; (iii) continuation of health and dental benefits until the earlier of 12 months after the date of termination and the date the executive becomes re-employed and eligible for other health and/or dental insurance; (iv) to the extent not yet paid at the time of the executive's termination of employment, payment of any outstanding retention bonus at the end of the severance term; and (v) if such termination of employment occurs within 18 months following the occurrence of certain corporate transactions, which would include the merger, 100% acceleration of the vesting of the executive's then-outstanding unvested equity incentive awards. In addition, pursuant to Mr. Perry's employment agreement, he is eligible to receive cash bonus payments, subject to the achievement of certain corporate goals. As of September 6, 2016, the only bonus payment that remains unpaid and eligible to be earned based on the achievement of certain corporate goals is a bonus in the amount of $100,000. This cash bonus will become accelerated and payable in connection with the merger, without regard to whether such corporate goals have been achieved.

        If his or her employment was terminated in connection with the merger without cause or for good reason, assuming a termination on September 6, 2016, Mr. Harshbarger would receive severance payments in an approximate aggregate amount of $510,741, Mr. Louis would receive severance payments in an approximate aggregate amount of $377,042, and Ms. Buono would receive severance payments in an approximate aggregate amount of $350,652. The value associated with the accelerated vesting of each executive's outstanding equity awards, based on a per share price of Aegerion common stock of $1.61, the average closing price per share of Aegerion common stock for the first five days following the public announcement of the merger on June 15, 2016, would be $40,342 for Mr. Harshbarger, $12,880 for Mr. Louis, and $6,440 for Ms. Buono. For information on potential

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severance and other merger-related payments to Aegerion's named executive officers see "—Summary of Potential Payments to Aegerion's Named Executive Officers" below.

        The employment agreements with each of the executives above will survive completion of the merger.

    Indemnification and Insurance of Aegerion Directors and Officers

        The existing rights of Aegerion's directors and executive officers to indemnification and exculpation as provided in the governing documents of Aegerion and its subsidiaries and contracts by which Aegerion or any of its subsidiaries is bound as of the date of the merger agreement will survive completion of the merger. QLT has agreed to purchase and maintain a new policy of directors' and officers' liability insurance on terms mutually agreeable to QLT and Aegerion effective from and after the closing date. Aegerion has agreed to purchase prepaid non-cancellable run-off directors' and officers' liability insurance on terms substantially similar to the directors' and officers' liability policies maintained by Aegerion prior to the closing date, providing coverage for a period of six years from the closing date with respect to claims arising from or related to facts or events which occurred on or prior to the closing date.

        The indemnification and insurance provisions of the merger agreement are described in more detail in the section entitled, "The Merger Agreement—Indemnification" beginning on page 114.

Summary of Potential Payments to Aegerion's Named Executive Officers

        As required by Item 402(t) of Regulation S-K, the table below sets forth the aggregate dollar value of the various elements of compensation that each named executive officer of Aegerion may receive that is based on or otherwise related to the merger, assuming that the merger was completed on September 6, 2016 (which is the latest practicable date prior to the filing of this joint proxy statement/prospectus) and based on a per share price of Aegerion common stock of $1.61, the average closing price per share of Aegerion common stock for the first five days following the public announcement of the merger on June 15, 2016.

        Except where otherwise noted, the amounts below represent payments that would be payable to Aegerion's named executive officers if their employment were terminated without "cause" or for "good reason" (as defined in the respective employment agreements) (collectively, a "qualifying termination"). The table below assumes that all termination events occurred on September 6, 2016. The table does not include amounts for Mr. Beer, whose employment terminated in July 2015, for Mr. Fitzpatrick, whose employment terminated in June 2015, for Dr. Sumeray and Ms. Weger, whose employment terminated in January 2016, for Mr. Aubuchon, whose employment terminated in April 2016 or for Ms. Carter, whose employment terminated in July 2016.

        Except where otherwise noted, all payments indicated are "double trigger" payments, meaning that they are conditioned both on completion of the merger and a qualifying termination event. The amounts below do not reflect certain compensation actions that may occur before the effective time of the merger. Please note that the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this document. As a result, the actual amounts, if any, to be received by a named executive officer may differ from the amounts set forth below.

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Golden Parachute Compensation for Aegerion Executive Officers

Named Executive Officer
  Cash ($)(2)   Equity ($)(3)   Perquisites/
Benefits
($)(4)
  Total ($)(5)  

Mary Szela

  $ 1,034,325   $ 156,170       $ 1,190,495  

Chief Executive Officer

                         

Sandford D. Smith(1)

                 

(former Interim Chief Executive Officer)

                         

Marc Beer(1)

                 

(former Chief Executive Officer)

                         

Gregory Perry

  $ 750,000   $ 56,350   $ 18,633   $ 824,983  

Chief Financial and Administrative Officer

                         

David Aubuchon(1)

                 

(former Acting Chief Financial Officer)

                         

Mark Fitzpatrick(1)

                 

(former Chief Financial Officer)

                         

Mark Sumeray(1)

                 

(former Chief Medical Officer)

                         

Mary Weger(1)

                 

(former Chief Performance Officer)

                         

Martha Carter(1)

                 

(former Chief Regulatory Officer)

                         

(1)
Mr. Smith resigned from his position as interim Chief Executive Officer effective January 31, 2016. Mr. Smith remains a member of the Aegerion board of directors. For a summary of the payments and benefits to which Mr. Smith may become entitled in connection with the merger, please see "—Interests of Aegerion Directors and Executive Officers in the Merger" beginning on page 90. The table set forth above does not include amounts payable to Messrs. Beer, Aubuchon, Fitzpatrick or Sumeray or Mmes. Weger or Carter, because each executive terminated employment with Aegerion prior to September 6, 2016.

(2)
Amounts shown in the table above reflect the amount of severance that may become payable to each of Ms. Szela and Mr. Perry by Aegerion in connection with the merger (assuming in each case that a qualifying termination takes place on September 6, 2016) in accordance with the terms of the executive's employment agreement, comprised of: (i) 18 months' (for Ms. Szela) or 12 months' (for Mr. Perry) base salary continuation and (ii) for Mr. Perry, the retention cash bonus amount awarded in August 2015 that would be included in the executives' severance benefits upon termination of employment by Aegerion without cause. The payments described above are "double trigger" arrangements and are conditioned upon the execution of a general release of claims in a form acceptable to Aegerion and compliance with certain restrictive covenants, including non-competition, non-solicitation and confidentiality covenants. The amount shown for Mr. Perry also includes a cash incentive bonus opportunity of $100,000 that would accelerate and become payable in connection with the merger. This amount is a "single trigger" arrangement, payable without regard to whether any termination of service as an executive officer occurs on or following completion of the merger.

(3)
Amounts shown in the table above reflect the value of the acceleration of unvested Aegerion equity awards, based on a per share price of Aegerion common stock of $1.61, the average closing price per share of Aegerion common stock for the first five days following the public announcement of the merger on June 15, 2016. In connection with his service as a non-employee director of Aegerion, Mr. Smith's unvested Aegerion Stock Options will become immediately vested at the effective time of the merger. The accelerated vesting of Mr. Smith's Aegerion Stock

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    Options is a "single trigger" arrangement and would occur without regard to whether Mr. Smith's service as a director terminated on or following completion of the merger. Mr. Smith also holds Aegerion RSUs, which he received in connection with his prior employment with Aegerion. Mr. Smith's Aegerion RSUs will not be accelerated in connection with the merger and will instead remain eligible to vest subject to his continuing service as a member of the board of directors of Novelion, so no acceleration value with respect to such awards is included in the table above. The amounts shown for Ms. Szela and Mr. Perry reflect the acceleration value, if any, of his or her unvested Aegerion Stock Options and Aegerion RSUs and are "double trigger" arrangements, payable only upon a qualifying termination of employment within 18 months following the effective time of the merger. Because all of the Aegerion Stock Options held by Mr. Smith, Ms. Szela and Mr. Perry are not in-the-money, no acceleration value with respect to such awards is included in the table above.

    The allocation of such value between Aegerion Stock Options and Aegerion RSUs is set forth in the following table:


Named Executive Officer
  Stock
Options ($)
  Restricted
Stock Units ($)
 

Mary Szela

      $ 156,170  

Sandford D. Smith

         

Marc Beer

         

Gregory Perry

      $ 56,350  

David Aubuchon

         

Mark Fitzpatrick

         

Martha Carter

         

Mark Sumeray

         

Mary Weger

         

    All Aegerion Stock Options that are not otherwise cancelled in connection with the merger and all Aegerion RSUs will be converted into Adjusted Options and Adjusted RSUs, as applicable. For additional information, please see the section entitled, "—Treatment of Aegerion Equity Awards" beginning on page 97.

(4)
Reflects the estimated value of health and welfare benefit continuation for Mr. Perry.

(5)
The following table shows, for each named executive officer, the amounts of golden parachute compensation that are "single trigger" or "double trigger" in nature, as the case may be.

Named Executive Officer
  Single Trigger
Payment ($)
  Double Trigger
Payment ($)
 

Mary Szela

      $ 1,172,718  

Sandford D. Smith

         

Marc Beer

         

Gregory Perry

      $ 719,706  

David Aubuchon

         

Mark Fitzpatrick

         

Mark Sumeray

         

Mary Weger

         

Martha Carter

         

Board of Directors and Management Following the Merger

        Board of Directors.    QLT and Aegerion will use commercially reasonable efforts to cause the board of directors of Novelion following the merger and until the 2017 annual meeting of Novelion to consist of four individuals designated by Aegerion, four individuals designated by QLT, one individual

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designated by Broadfin Capital and one individual designated by Sarissa Capital. If the approval of QLT shareholders necessary to effect the board composition described above is not obtained prior to the completion of the merger, the board of directors of Novelion will consist of three individuals designated by Aegerion, three individuals designated by QLT, one individual designated by Broadfin Capital and one individual designated by Sarissa Capital. For a specified period of time following the merger, Sarissa Capital would have the right to designate one additional member of the board of directors of Novelion.

        Chief Executive Officer.    Following the completion of the merger, Mary Szela, Chief Executive Officer of Aegerion, will serve as Chief Executive Officer of Novelion.

        In addition, the officers of Aegerion as of immediately prior to the merger will be the officers of the surviving corporation (a wholly-owned subsidiary of Novelion) immediately following the merger and will serve until they are removed, retire or are replaced.

Regulatory Clearances Required for the Merger

        QLT and Aegerion have each agreed to cooperate and use commercially reasonable efforts to (i) provide such notices and obtain such waivers, consents, clearances and approvals that may be required or reasonably necessary to consummate the merger under the HSR Act and any Relevant Laws, and (ii) respond to any requests of any governmental authority for information or documentary material under any Relevant Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any judgment, injunction, order, decision, ruling, determination, award, decree or similar action (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the merger under any Relevant Law. QLT and Aegerion have also each agreed to consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to any Relevant Law prior to their submission.

        QLT and Aegerion have determined that, subject to additional changes, including, without limitation, an increase in QLT's or Aegerion's stock price, no waivers, consents, clearances or approvals are required under any Relevant Law to consummate the merger.

Exchange of Shares in the Merger

        Prior to the effective time of the merger, QLT will appoint Computershare Investor Services Inc. ("Computershare") to handle the exchange of shares of Aegerion common stock for QLT common shares using the equity exchange ratio. At the effective time of the merger, shares of Aegerion common stock will be automatically converted into the right to receive QLT common shares without the need for any action by QLT, Aegerion, QLT shareholders or Aegerion stockholders. Prior to or at the effective time of the merger, QLT will deposit (or cause to be deposited) with Computershare, in trust for the benefit of holders of shares of Aegerion common stock immediately prior to the effective time of the merger, certificates representing the aggregate number of QLT common shares issuable pursuant to the merger agreement.

        As soon as reasonably practicable after the effective time of the merger, QLT will cause Computershare to send a letter of transmittal to each holder of record of Aegerion common stock immediately prior to the effective time of the merger specifying, among other things, that delivery will be effected, and risk of loss and title to any certificates representing the Aegerion common stock will pass, only upon proper delivery of such certificates to Computershare. The letter will also include instructions explaining the procedure for surrendering any such certificates in exchange for the merger consideration.

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        With respect to such QLT common shares deliverable upon the surrender of Aegerion common stock certificates, until holders of such Aegerion common stock have surrendered such stock certificates to Computershare for exchange, those holders will not receive dividends or distributions with respect to such QLT common shares with a record date after the effective time of the merger.

        After the effective time of the merger, shares of Aegerion common stock will no longer be outstanding, will be automatically cancelled and will cease to exist and each certificate, if any, that previously represented shares of Aegerion common stock will represent only the right to receive the merger consideration, as described above.

Restrictions on Resales

        The QLT common shares received by Aegerion stockholders in the merger will be freely tradable, except that QLT common shares received in the merger by persons who become affiliates of QLT for purposes of Rule 144 under the Securities Act, may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act.

        The QLT common shares received by Aegerion stockholders in the merger will not be legended and may be resold through registered dealers in each of the provinces of Canada provided that (a) the trade is not a "control distribution" (as defined in National Instrument 45-102—Resale of Securities); (b) no unusual effort is made to prepare the market or create a demand for those securities; (c) no extraordinary commission or consideration is paid in respect of that trade; and (d) if the selling security holder is an insider (as defined under applicable Canadian securities legislation) or officer of Novelion, the insider or officer has no reasonable grounds to believe that Novelion is in default of that legislation. Aegerion stockholders are urged to consult their own professional advisors with respect to restrictions applicable to trades in common shares of Novelion under applicable Canadian securities legislation.

Treatment of Aegerion Equity Awards

    Options to Purchase Aegerion Common Stock

        Each Aegerion Stock Option that is outstanding and unexercised as of immediately prior to the effective time of the merger and that has an exercise price per share of Aegerion common stock equal to or more than an amount equal to the product obtained by multiplying (i) the equity exchange ratio by (ii) the closing price of a QLT common share on the trading day immediately preceding the closing date will be cancelled at the effective time of the merger without any payment or other consideration therefor.

        At the effective time of the merger (for Canadian holders of Aegerion Stock Options, at the time immediately following the effective time of the merger), and except as stated in the preceding paragraph, each vested and unvested Aegerion Stock Option that is outstanding and unexercised as of immediately prior to the effective time of the merger will be exchanged for an option to purchase the number of QLT common shares equal to the product obtained by multiplying (i) the number of shares of Aegerion common stock subject to the Aegerion Stock Option as of immediately prior to the effective time of the merger by (ii) the equity exchange ratio, with any fractional shares rounded down to the nearest whole share. Each Adjusted Option will have an exercise price per QLT common share equal to (a) the per share exercise price of the corresponding Aegerion Stock Option as of immediately prior to the effective time of the merger divided by (b) the equity exchange ratio, rounded up to the nearest whole cent. Each Adjusted Option will otherwise be subject to the same terms and conditions applicable to the corresponding Aegerion Stock Option under the applicable Aegerion equity plan and the agreements evidencing grants thereunder, including vesting terms, but excluding any terms that are rendered inoperative solely by reason of the transactions contemplated by the merger agreement.

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    Aegerion Restricted Stock Units

        At the effective time of the merger (for Canadian holders of Aegerion RSUs, immediately following the effective time of the merger), each vested and unvested Aegerion RSU that is outstanding as of immediately prior to the effective time of the merger will be exchanged for a restricted stock unit with respect to a number of QLT common shares equal to the product obtained by multiplying (i) the total number of shares of Aegerion common stock subject to the Aegerion RSU as of immediately prior to the effective time of the merger by (ii) the equity exchange ratio, with any fractional shares rounded down to the nearest whole share. Each Adjusted RSU will otherwise be subject to the same terms and conditions applicable to the corresponding Aegerion RSU under the Aegerion equity plan and the agreements evidencing grants thereunder, including vesting terms, but excluding any terms that are rendered inoperative solely by reason of the transactions contemplated by the merger agreement.

        For a more complete discussion of the treatment of Aegerion equity awards, see the section entitled "The Merger Agreement—Treatment of Aegerion Equity Awards" beginning on page 103.

Dividend Policy

        QLT does not currently intend to pay dividends on QLT common shares, and no cash dividends were declared or paid on QLT common shares since inception. The QLT board of directors may declare dividends in the future depending upon numerous factors that ordinarily affect dividend policy, including the results of QLT's operations, its financial condition and general business conditions. On June 27, 2013, QLT distributed $3.92 in cash per QLT common share pursuant to a reduction in the paid up capital of the QLT common shares, which distribution was not considered a dividend under applicable law.

        Aegerion has never declared or paid any cash dividend on its common stock and does not currently intend to do so for the foreseeable future. The Aegerion board of directors may declare dividends in the future depending on numerous factors that ordinarily affect dividend policy, including the results of Aegerion's operations, its financial condition and general business conditions, and subject to any applicable restrictions included in contractual arrangements by which Aegerion is bound at the time. Aegerion currently anticipates that it will retain any future earnings for the development, operation and expansion of its business.

        The merger agreement includes restrictions on the declaration or payment of dividends or other distributions on QLT common shares and Aegerion common stock between the date of the merger agreement and the effective time of the merger.

NASDAQ and TSX Listing of QLT Common Shares; Delisting and Deregistration of Aegerion Common Stock

        It is a condition of the merger that the QLT common shares to be issued to Aegerion stockholders pursuant to the merger be authorized for listing on NASDAQ and the TSX at the effective time of the merger. Upon completion of the merger, shares of Aegerion common stock currently listed on NASDAQ will cease to be listed on NASDAQ and will be subsequently deregistered under the Exchange Act.

Term Loan Facility

        On June 14, 2016, QLT entered into the loan and security agreement concurrently with the execution of the merger agreement, pursuant to which QLT agreed to provide a term loan facility to Aegerion in an aggregate principal amount not to exceed $15 million. Aegerion borrowed $3 million in term loans (the "QLT Loans") on June 15, 2016 and may also borrow up to an additional $3 million per month (commencing July 2016) if and to the extent such amounts are necessary in order for Aegerion to maintain an unrestricted cash balance of $25 million, subject to the satisfaction of certain terms and conditions. The QLT Loans mature on the earliest of (i) July 1, 2019, (ii) the maturity date

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of the Aegerion Notes, (iii) three business days after a termination of the merger agreement by Aegerion and (iv) 90 days after a termination of the merger agreement by QLT (the "QLT Loan Maturity Date").

        The QLT Loans bear interest at a rate of 8.0% per annum, subject to increase as described below. Until the earlier of (x) payment in full of Aegerion's obligations under the SVB Loan and Security Agreement, and the termination of the SVB Loan Agreement, and (y) the QLT Loan Maturity Date, accrued interest on the QLT Loans is capitalized and added to the aggregate principal amount of the QLT Loans (the "PIK Interest"). If cash interest becomes payable under the loan and security agreement but Aegerion is prohibited from making such cash payments under the terms of the Subordination Agreement (as defined below), such interest rate will increase to 15.0% per annum. If an event of default exists under the terms of the loan and security agreement, an additional 5.0% per annum interest rate will be added to the then-applicable interest rate thereunder, unless the QLT Loans are already accruing interest at the increased rate of 15.0% per annum.

        Aegerion's obligations under the loan and security agreement are secured by (i) a first priority security interest in Aegerion's intellectual property related to MYALEPT (the "MYALEPT IP") and (ii) a second priority security interest in certain other assets securing Aegerion's obligations under the SVB Loan Agreement (excluding certain cash collateral accounts). All borrowings under the loan and security agreement would, subject to the Subordination Agreement (as defined below), become payable under certain circumstances, including if Aegerion terminates the merger agreement to accept a superior proposal.

        Under the terms of the loan and security agreement, Aegerion is subject to certain financial covenants consistent with the financial covenants contained in the SVB Loan Agreement. Such financial covenants will only be tested if (i) the financial covenants under the SVB Loan Agreement are then in effect (and not suspended) or (ii) the SVB Loan Agreement has been terminated. The loan and security agreement also includes (i) representations and warranties, (ii) affirmative and negative covenants which restrict the ability of Aegerion to, among other things, incur indebtedness, grant liens on assets, pay dividends or sell assets and (iii) events of default, including failure to pay amounts when due, breaches of representations and warranties in the loan documents and certain bankruptcy events, in each case, consistent with the SVB Loan Agreement, subject to certain exceptions, thresholds and grace periods set forth therein.

        In connection with the loan and security agreement, on June 14, 2016, QLT, SVB and Aegerion entered into a subordination agreement (the "Subordination Agreement"), pursuant to which QLT's liens and right to receive payments under the loan and security agreement are fully subordinated to the SVB Loan Agreement, other than with respect to the MYALEPT IP and proceeds of dispositions thereof. Upon the occurrence of certain events (including the termination of the merger agreement) subject to a 60-day standstill period, QLT may purchase the outstanding obligations owing to SVB under the SVB Loan Agreement to the extent that SVB is not exercising its rights against the collateral at such time.

Litigation Relating to the Merger

        On August 16, 2016, a complaint captioned Steinberg v. Aegerion Pharmaceuticals, Inc., et al., Case No. 1:16-cv-11668, was filed in the United States District Court for the District of Massachusetts against Aegerion, QLT, MergerCo and each member of the Aegerion board of directors. The action was brought by Chaile Steinberg, who purports to be a stockholder of Aegerion, on her own behalf, and seeks certification as a class action on behalf of all of the Aegerion stockholders. The complaint alleges, among other things, that the August 8, 2016 Form S-4 Registration Statement filed in connection with the proposed transaction is materially misleading. The complaint asserts claims arising under Sections 14(a) and 20(a) of the Exchange Act. The complaint seeks, among other things, to enjoin the proposed transaction, to rescind it or to award recessionary damages should it be consummated and an award of attorneys' fees and expenses. Aegerion and QLT believe that the claims asserted in the complaint are without merit.

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THE MERGER AGREEMENT

        The following is a summary of certain material terms of the merger agreement and is qualified in its entirety by reference to the complete text of the merger agreement, which is incorporated into this joint proxy statement/prospectus by reference in its entirety and is attached hereto as Annex A. The provisions of the merger agreement are extensive and not easily summarized. Accordingly, this summary may not contain all of the information concerning the merger agreement that is important to you. You are urged to read the merger agreement carefully and in its entirety for a more complete understanding of the merger agreement.

        Except for its status as the contractual document that establishes and governs the legal relations among the parties with respect to the merger, QLT and Aegerion do not intend for the merger agreement to be a source of factual, business or operational information about the companies. The merger agreement contains representations and warranties of the parties as of specific dates and may have been used for purposes of allocating risk between the parties rather than establishing matters as facts. Those representations and warranties were made solely for the benefit of the other parties to the merger agreement and are qualified in several important respects, which you should consider as you read the merger agreement. The representations and warranties are qualified in their entirety by certain information filed by QLT or Aegerion with the SEC, or filed by QLT with the Canadian Securities Administrators, prior to the date of the merger agreement, as well as by confidential disclosure letters that QLT and Aegerion delivered to each other in connection with the execution of the merger agreement, and are qualified by contractual standards of materiality that may differ from what shareholders consider to be material. Information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement and new information qualifying a representation or warranty may have been included in this joint proxy statement/prospectus. For the foregoing reasons, you should not rely on the representations and warranties contained in the merger agreement as accurate statements as of the date of the merger agreement or any other date.

Closing of the Merger

        Unless the merger agreement is terminated prior to such time (see "Termination of the Merger Agreement" below), the closing of the merger will occur on the earlier of the third business day following the satisfaction or waiver (to the extent permitted by applicable law) of all of the conditions set forth in the merger agreement (other than conditions that by their terms cannot be satisfied until the closing date, but subject to the satisfaction or waiver of those conditions) or such other date as the parties may mutually agree.

        As of the date of this joint proxy statement/prospectus, the parties expect to complete the merger before the end of 2016, subject to receipt of required shareholder approvals and the satisfaction or waiver of the other conditions to the merger described in the merger agreement. There can be no assurance as to when, or if, the merger will occur.

        On the closing date, the parties have agreed to file a certificate of merger with the Delaware Secretary of State. The merger will become effective at the time the certificate of merger has been so filed or at such other time as is agreed by the parties and specified in the certificate of merger in accordance with the relevant provisions of the DGCL. On the terms and subject to the conditions of the merger agreement, at the effective time of the merger, MergerCo will be merged with and into Aegerion and the separate existence of MergerCo will cease. Aegerion will survive the merger as an indirect wholly-owned subsidiary of QLT.

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Merger Consideration

        At the effective time of the merger, each share of Aegerion common stock issued and outstanding as of immediately prior to the effective time of the merger (other than shares owned by Aegerion, QLT or any subsidiary of QLT) by virtue of the merger and without any action on the part of the parties to the merger agreement or the holders of shares of Aegerion common stock will be automatically converted into the right to receive the equity exchange ratio of 1.0256 validly issued, fully paid and nonassessable QLT common shares, with any fractional shares rounded down to the nearest whole share without any reimbursement or payment associated therewith. The equity exchange ratio is subject to reduction in accordance with the terms of the merger agreement in the event that, prior to closing of the merger, Aegerion settles the DOJ/SEC Investigations for an amount that exceeds the amounts set out in Aegerion's preliminary agreements in principle with the DOJ and the SEC and/or the Class Action Lawsuit for an amount that exceeds Aegerion's director and officer liability insurance coverage. In such event, the equity exchange ratio would be adjusted to a number equal to (x) (i) $1.5782 minus (ii) the quotient obtained by dividing the Excess Loss by 30,650,072, divided by (y) $1.5388. If Aegerion does not settle either the DOJ/SEC Investigations or the Class Action Lawsuit prior to closing of the merger, QLT shareholders will receive Warrants with respect to such matter, which will become exercisable in certain circumstances for a number of Novelion common shares upon settlement of the DOJ/SEC Investigations and/or the Class Action Lawsuit, as the case may be. However, if either the DOJ/SEC Investigations or the Class Action Lawsuit, or both, is or are resolved prior to the closing of the merger and the amounts for which either or both matters is resolved exceeds negotiated thresholds by $25 million or more in the aggregate, no Warrants related to such matter will be convertible into QLT common shares. For more information about the Warrants, see the section entitled "The Warrant Agreement" beginning on page 125.

        Each share of Aegerion common stock issued and outstanding as of immediately prior to the effective time of the merger that is owned by Aegerion, QLT or any subsidiary of QLT will no longer be outstanding and will automatically be cancelled and will cease to exist without any consideration therefor. Each share of MergerCo common stock issued and outstanding as of immediately prior to the effective time of the merger will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the surviving corporation at the effective time of the merger.

Exchange of Aegerion Stock Certificates Following the Merger

        Prior to the effective time of the merger, QLT has agreed to appoint a bank or trust company reasonably acceptable to Aegerion to act as exchange agent (the "exchange agent") for the payment and delivery of the merger consideration.

        At or prior to the effective time of the merger, MergerCo has agreed to deposit with the exchange agent, for the benefit of the holders of Aegerion common stock, for exchange through the exchange agent, certificates representing the aggregate number of QLT common shares to be delivered as merger consideration (or if uncertificated QLT common shares will be issued, QLT has agreed to make appropriate alternative arrangements).

        As promptly as reasonably practicable after the effective time of the merger, and in any event within two business days after the effective time of the merger, QLT has agreed to cause the exchange agent to mail to each holder of record of shares of Aegerion common stock as of immediately prior to the effective time of the merger a letter of transmittal and instructions for use in effecting the surrender of such holder's certificates and book entry shares in exchange for the merger consideration.

        Aegerion stockholders should not return stock certificates with their proxy card. Stock certificates should be returned with a letter of transmittal that will be sent to Aegerion stockholders following the effective time of the merger, validly executed in accordance with the instructions you will receive.

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        Upon delivery of a duly completed and executed letter of transmittal and surrender of a certificate representing Aegerion common stock or an "agent's message" with respect to book entry shares of Aegerion common stock to the exchange agent, the holder of such certificate or book entry share will be entitled to receive in exchange therefor the number of QLT common shares equal to the number of shares of Aegerion common stock represented by such certificate or book-entry share multiplied by the equity exchange ratio (with any fractional shares rounded down). No interest will be paid or accrued on any amount payable upon surrender of certificates or book-entry shares representing Aegerion common stock. QLT, MergerCo, the surviving corporation and the exchange agent will be entitled to deduct and withhold from any amount payable as consideration to shareholders such amounts as required with respect to making any payment for taxes, and such amounts withheld will be treated as having been paid to such shareholder.

        Upon the effective time of the merger, the stock transfer books of Aegerion will be closed and there will be no further registration of transfers of Aegerion common stock on the stock transfer books of the surviving corporation. If certificates representing Aegerion common stock or book-entry Aegerion common stock are presented after the effective time of the merger, they will be cancelled and exchanged as provided above. If a certificate representing Ae