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

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capacity. A Beneficial Shareholder who wishes to attend the SpecialAnnual Meeting and to vote their common shares as proxyholder for the registered shareholder, should enter their own name in the blank space on the VIF and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker. Alternatively, National Instrument 54-101 —Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"54-101") allows a Beneficial Shareholder to submit to the applicable intermediary any document in writing that requests that the Beneficial Shareholder, or a nominee of the Beneficial Shareholder, be appointed as proxyholder. If such a request is received, the applicable intermediary must arrange, without expense to the Beneficial Shareholder, to appoint such Beneficial Shareholder or its nominee as a proxyholder and to deposit that proxy within the time specified in this Proxy Statement, provided that the intermediary receives such written instructions from the Beneficial Shareholder at least one business day prior to the time by which proxies are to be submitted at the SpecialAnnual Meeting, with the result that such a written request must be received by 11:005:30 AM (Pacific Time)/2:00 PM8:30 AM (Eastern Time) on the day which is at least threetwo business days prior to the SpecialAnnual Meeting.

What is the quorum for the SpecialAnnual Meeting?

        The authorisedConsolidation resulted in a reduction in the issued and outstanding common shares from approximately 92,653,562 to approximately 18,530,323 as of December 16, 2016. As of April 18, 2017, the authorized share structure of QLT isNovelion was comprised of 500,000,000100,000,000 common shares and 5,000,000 non-voting First Preference shares, of which, there were 52,829,39818,580,688 common shares of QLTNovelion issued and outstanding on the record date.outstanding. All common shares in the capital of the Company carry the right to one vote. At least (i) two shareholders, (ii) two proxy holders representing two shareholders, or (iii) one shareholder and a proxy holder representing another shareholder entitled to vote at the SpecialAnnual Meeting, present in person at the beginning of the SpecialAnnual Meeting and collectively holding or representing by proxy in the aggregate not less than 33¹/3% of the issued and outstanding QLTNovelion common shares as of the record date, will constitute a quorum for the SpecialAnnual Meeting. To the knowledge of the directors and executive officers of QLT,Novelion, as of February 16, 2016,April 18, 2017, the only personsperson or companiescompany that beneficially own, controlowns, controls or direct,directs, directly or indirectly, 10% or more of QLT'sNovelion's common shares is (i) NB Public Equity K/SBroadfin Capital which, as evidenced by public filings, owns 6,447,6261,948,554 common shares, representing approximately 12.20% of the issued and outstanding common shares and (ii) Biotechnology Value Fund, L.P. which, as evidenced by public filings, owns 5,364,385 common shares, representing approximately 10.15%10.5% of the issued and outstanding common shares.

How do I vote?

        Carefully read and consider the information contained or incorporated by reference in this Proxy Statement. You should also determine whether you hold your shares directly in your name as a registered shareholder or through a broker or other nominee, because this will determine the procedure that you must follow in order to vote. If you are a registered shareholder of QLTNovelion (that is, if your shares are registered in your name, as opposed to being held through a broker or other intermediary), you may vote in any of the following ways:

•

in person at the SpecialAnnual Meeting;



•

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



•

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

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

        All votes made by proxy must be received (whether delivered by mail, telephone or Internet)no later than Wednesday, March 16, 2016Tuesday, June 27, 2017 at 11:008:30 AM (Eastern Time)/5:30 AM (Pacific Time)/2:00 PM (Eastern Time).

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        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 shares to be voted. In that case, follow the instructions given to you by your broker or the other intermediary. Existing Canadian regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the SpecialAnnual Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered shareholders by QLT.Novelion. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. A Beneficial Shareholder who receives a VIF from its broker or other intermediary cannot use that form to vote common shares directly at the SpecialAnnual Meeting. The VIFs must be returned to your broker or other intermediary (or instructions respecting the voting of common shares must otherwise be communicated to your broker or other intermediary) well in advance of the SpecialAnnual Meeting in order to have the common shares voted. If you have any questions respecting the voting of common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

        The Notice of Meeting, Proxy Statement, Instrument of Proxy and VIF, as applicable, and the 2016 Annual Report are being provided to both registered shareholders and Beneficial Shareholders. Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials directly to such NOBOs.

        QLT is distributingNovelion will distribute copies of the Notice of Meeting, Proxy Statement, VIF and VIF2016 Annual Report to intermediaries for distribution to NOBOs. Unless you have waived your right to receive the Notice of Meeting, Proxy Statement and VIF, intermediaries are required to deliver them to you as a NOBO of QLTNovelion and to seek your instructions on how to vote your common shares.

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

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

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How will proxies be exercised?

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

1.

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



2.

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



3.

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

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



5.

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



6.

"FOR" the ordinary resolution to approve the ESPP.

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

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

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

Can I change my vote after I have voted?

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

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



•

the instrument revoking the proxy must be (i) delivered to QLT'sNovelion's registered and records office at Suite 2600, 10661800 — 510 West HastingsGeorgia Street, Vancouver, British Columbia, Canada V6E 3X1,V6B 0M3, on or before Thursday, March 17, 2016Tuesday, June 27, 2017 at 2:00 PM (Eastern Time)/11:00 AM (Pacific Time)/2:00 PM (Eastern Time) or the last business day preceding the date of any adjournment of the SpecialAnnual Meeting at which the proxy is to be voted, or (ii) deposited with the Chairman of the Annual Meeting on the date of the SpecialAnnual Meeting or any adjournment of it before the taking of any vote in respect of which the proxy is to be used.

Who will tabulate the votes?

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

Who pays the cost of the proxy solicitation?

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

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and other institutions that hold our shares that are beneficially owned by others. We will reimburse these brokerage firms, securities dealers, trust companies, banks and other institutions for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of our shares. Proxies may be solicited by certain directors, officers and employees of QLTNovelion personally or by telephone, mail, facsimile or e-mail. No additional compensation will be paid to directors, officers or other QLTNovelion employees for soliciting proxies. In addition, weWe may engage externala proxy solicitation servicesfirm to solicitassist in soliciting proxies from brokers, banks and other institutional holders and from beneficial owners and individual holders of record of common shares. In the eventby personal interview, telephone, mail, facsimile or e-mail for a fee; if we do engage such proxy solicitation services,a firm, we anticipateexpect that the servicesfee would be provided at a standard fee and on other typical commercial terms.approximately $15,000, plus expenses.

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

        Under U.S. securities laws, the deadline for submitting shareholder proposals for inclusion in the Company's proxy statement and form of proxy for the Company's 20162018 annual general meeting of Shareholdersshareholders is May 21, 2016.January 17, 2018. Proposals must be sent to our registered office at Suite 2600, 10661800 — 510 West HastingsGeorgia Street, Vancouver, British Columbia, Canada V6E 3X1.V6B 0M3.

        Under the BCBCA, a proposal for a matter for consideration at the 20162018 annual general meeting of Shareholdersshareholders must be received at our registered office at the address above on or before July 14, 2016.March 28, 2018. For a proposal under the BCBCA to be valid, it must be in writing, accompanied by the requisite declarations and signed by the submitter and qualified shareholders who at the time of signing are the registered or beneficial owners of shares that, in the aggregate, (i) constitute at least 1% of the issued shares of QLTNovelion that have the right to vote at general meetings, or (ii) have a fair market value in excess of $2,000. For the submitter or a qualified shareholder to be eligible to sign the proposal, that shareholder must have been the registered or beneficial owner of QLTNovelion shares that carry the right to vote at general meetings for an uninterrupted period of at least two years before the date the proposal is signed, among other requirements.

REPORTING CURRENCYCORPORATE GOVERNANCE

Overview of Our Corporate Governance Principles

        Except as otherwise indicatedWe believe that effective and transparent corporate governance is critical to our long-term success and our ability to create value for our shareholders. We review our corporate governance policies periodically, monitor emerging developments in this Proxy Statement, referencescorporate governance and update our policies and procedures when our Board determines that it would benefit Novelion and our shareholders to "dollars" or "$do so.

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

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

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSDisclosure Practices

        This Proxy StatementNovelion has in place disclosure controls and procedures to ensure Novelion meets its information disclosure obligations on a timely basis. These disclosure controls and procedures are evaluated on an ongoing basis, not less than quarterly, to ensure the documents incorporated by reference herein contain forward-looking statements withincontrols and procedures allow Novelion to accomplish this objective. To implement and review our disclosure controls and procedures, management of Novelion established a Disclosure Practices Committee. The disclosure controls and procedures include procedures for ensuring prompt and effective communication of any material or reportable event to the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended,appropriate executives, and Section 21E of the Securities Exchange Act of 1934, as amended, and may be forward-looking information as defined under applicable Canadian securities legislation (collectively, "forward-looking statements"). Forward looking statements include, but are not limited to, statements concerning the proposed Special Distribution, the proposed Reorganization of Share Capital (as such terms are defined herein), including any statements regarding the expected timetable for completion of the Special Distribution and the Reorganization of the Share Capital, the potential benefits of the Special Distribution, the Reorganization of Share Capital to QLT shareholders, the future potential of Aralez Pharmaceuticals Inc. and any other statements regarding QLT's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often, but not always, made through the use of words or phrases such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," "tentative," "positioning," "designed," "create," "predict," "project," "seek," "would," "could," "potential," "continue," "ongoing," "upside," "increases," and "potential" and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. In making such statements the Company has assumed that the transactions contemplated under the Backstop Agreement will complete. There is no certainty that such assumptions will be correct. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the Board's discretion not to completealso

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

Code of Conduct

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

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

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

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

Gender Diversity

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

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

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

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

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Mandate of the Board and the Chairman of the Board

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

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

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

Role of the Board in Risk Oversight

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

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

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

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

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

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

Board Leadership Structure

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

Board Attendance at Annual Meeting

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

Decisions Requiring Prior Approval of the Board

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

Orientation and Continuing Education Programs

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

Outside Advice

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

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Director and Officer Liability Insurance

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

Minimum Share CapitalOwnership Guidelines for Directors

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

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

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

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

Director Nomination Process

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

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

        The Corporate Governance and Nominating Committee may retain the assistance of Share Capitala recruiting firm to assist it in identifying and recruiting candidates who possess the desired qualifications. The Corporate Governance and Nominating Committee may not be obtained. Additionalalso involve other members of the Board or other Board committees, or members of the Company's executive management, to assist it with the recruitment of new directors. Upon the recommendation of the Company's CEO, the Board considered Mark H.N. Corrigan, M.D. to serve as a director of the Company, and ultimately appointed him to the Board on March 30, 2017, upon the recommendation of the Corporate Governance and Nominating Committee; as with the Company's other directors, his term will expire at the Annual Meeting. Potential nominees are interviewed in person before any nomination is recommended to the Board.

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

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

Term and Age Limits

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

Independence of Directors

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

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

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

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

Executive Session of Independent Directors

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

Assessments

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

Audit Committee Financial Expert

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

Compensation Committee Interlocks and Insider Participation

        During 2016, none of the members of the Compensation Committee is or was previously an officer or employee of Novelion or has any relationships requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC.

        None of Novelion's executive officers served during 2016 as members of the compensation committee or board of directors of any entity that had one or more executive officers serving as a member of the Novelion Compensation Committee or Novelion Board.

        John Thomas, Jr. is a director and the Chair of the Audit Committee and member of the Corporate Governance and Nominating Committee of Novelion. Mr. Thomas is also the Chief Financial Officer and Secretary of CorMatrix Cardiovascular, Inc. ("CorMatrix"). Jason Aryeh was a member of the Board of Directors and Compensation Committee of CorMatrix until March of 2017 and as such, he participated in compensation decisions about Mr. Thomas and CorMatrix's other executive officers. Mr. Aryeh is the Chairman of the Board of Novelion. Mr. Aryeh has not at any time received compensation from Novelion other than for his service in his role as a director of Novelion and for his provision of certain investor relations services, each as described in the "Compensation of Directors" section of this Proxy Statement.

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        The director nominees are also directors of the following publicly traded companies:

Communicating with the Board of Directors

        Our Board of Directors has approved a Security Holder Communications Policy that can be found on our website atwww.novelion.com. Pursuant to this policy, shareholders who wish to address questions regarding our business directly with our Board of Directors as a whole, or with any individual director, should direct his or her questions in writing to the attention of the Secretary of Novelion at:

Novelion Therapeutics Inc.
887 Great Northern Way, Suite 250
Vancouver, British Columbia, V5T 4T5
Canada

        Communications will be distributed to our Board of Directors, or to any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communications.

        Shareholders and other interested persons may submit concerns regarding accounting matters by following the instructions for making a report published in the Corporate Governance subsection of the Investors section of our website.

Board of Directors and Board Committees

        The Board has a standing Audit Committee, Corporate Governance and Nominating Committee, Compensation Committee, and Compliance Committee. The Board disbanded the Scientific Review Committee of the Board on December 1, 2016. From time to time, the Board may establish special committees to assist the Board with respect to certain matters.

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        The Board held 17 meetings (in person or by teleconference) in 2016. During the period from January 1, 2016 to December 31, 2016, attendance by the directors at meetings of the Board was as follows:

        The following table and accompanying narrative provides information about the membership and meetings of the standing committees of the Board in 2016.

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        The Compliance Committee was formed in December 2016; all of the members of this committee served on the committee since its formation, except for Dr. Corrigan, who was appointed to the Board and replaced Mr. Smith on the Compliance Committee in March 2017. Except for Dr. Kozarich and Mr. Meckler, during 2016, each director of the Board attended at least 75% of the aggregate of (i) the total number of meetings of the Board, and (ii) the total number of meetings held by all committees of the Board on which such director served during 2016. Director attendance at Board and committee meetings is assessed based on the number of committee meetings a director attended during their relevant term of service on such committee.

        Set forth below is a chart indicating, by committee, each standing committee's current members and the key functions of the committees.

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Committee Chairs

        The Board has not developed written position descriptions for the Chair of each of the committees of the Board. The Chair of each committee has accepted leadership responsibilities of the committee including setting the agenda for and chairing the meetings, liaising with management as appropriate, as well as for ensuring fulfillment of the mandate set out in the charters of the committees.

COMPENSATION OF DIRECTORS

Director Compensation

Overview

        The compensation program for our non-employee directors is intended to fairly compensate each director for the time and effort required of a director based upon the size and complexity of our business, as well as, through an equity component of the program, to further align the interests of our non-employee directors with those of our shareholders. The amount and form of director compensation is reviewed periodically by the Compensation Committee, with any resulting recommendations made to the Board, to ensure that such compensation accurately reflects the responsibilities and risks of being an effective director.

        To assist in its evaluation of director compensation, the Compensation Committee has the authority to retain independent compensation consultants. During 2016, the Compensation Committee worked with Radford to review our director compensation program, which was then reviewed by the Board.

        The non-employee directors receive cash and equity-based compensation for their services on the Board as described below.

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Cash Compensation

        Effective November 1, 2015, following consultation with Radford and a review of the September 2015 Peer Group (defined below), the Pre-Merger Board, upon recommendation of the Compensation Committee, amended the cash component of our director compensation program to eliminate all per meeting attendance fees and amend the retainers associated with Chairmanship and Board and Committee membership positions. As a result, the cash compensation component of our program in 2016 included annual Board and Committee member or Chair position retainers, and fees paid for attending to Board or Committee business (other than for meeting attendance). Directors are also eligible for reimbursement of their expenses incurred in connection with attendance at Board meetings in accordance with our policies and up to CAD$1,500 reimbursement for preparation of annual Canadian tax returns. Director retainers and fees are paid to the Board quarterly in arrears.

        Following consultation with Radford and upon recommendation of the Compensation Committee, the Post-Merger Board set the annual retainer for the Chair and member positions of the Compliance Committee as set forth below, effective immediately upon formation of the Compliance Committee on December 1, 2016. On December 1, 2016, the Board authorized the termination of fees paid to Mr. Aryeh in his role as a director and Chairman of the Board for certain investor relations services.

        On December 19, 2016, based upon a review of our peer group market data provided by Radford (the "2017 Market Data"), the Compensation Committee of the Post-Merger Board determined that the total cash compensation component of the director compensation program was aligned with the 50^th percentile of the 2017 Market Data. As a result, no changes to the cash component of the director compensation program were recommended by the Compensation Committee at that time.

        Fees paid to the non-employee directors in 2016 were as follows:

Equity-Based Compensation

        In addition to cash compensation, our non-employee directors also receive equity-based compensation to ensure that their interests are aligned with those of our shareholders.

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        Non-employee directors are eligible to receive grants of stock options and restricted stock units ("RSUs") under our equity incentive plan (prior to giving effect to the amendments described below in Proposal No. 5, the "Equity Incentive Plan"). RSUs granted to our non-employee directors typically vest in three successive and equal annual installments on the date of each of the first three annual general meetings held by Novelion after the grant date. Upon vesting, each RSU represents the right to receive one common share. The Compensation Committee's objective in recommending the grant of equity awards to non-employee directors is to provide a reasonable, market-based incentive for directors to deliver increased value to shareholders. Based in part on advice received from Radford in December 2016, the Compensation Committee recommended that the Board's equity grants to non-employee directors be comprised solely of stock options, as stock options are an effective way to align the interests of the non-employee directors with those of the shareholders because they provide value only if the value of our common shares increases.

        Equity grants to the non-employee directors typically occur annually, promptly following each annual general meeting of shareholders. On November 4, 2015, following consultation with Radford and upon the recommendation of the Compensation Committee, the Pre-Merger Board approved a grant of 10,000 stock options for Mr. Aryeh, as Chairman of the Board, and 5,000 stock options for each of the other non-employee directors (the "2015 Director Options"), subject to certain future events and conditions related to the Company's special election distribution of common shares (the "Aralez Shares") of Aralez Pharmaceuticals Inc. (the "Aralez Distribution"). The grant of 5,000 stock options to directors was positioned at the 50^th percentile of the September 2015 Peer Group. Also on November 4, 2015, in order to address the loss in value of the deferred share units ("DSUs") granted to directors in 2012 and 2013 that would occur as a result of the Aralez Distribution, the Pre-Merger Board approved a grant of 2,560 DSUs for Mr. Aryeh, as Chairman of the Board, and 1,280 DSUs for each of the other directors, including Dr. Cox (the "2015 Director DSUs"), also subject to certain future events and conditions related to the Aralez Distribution.

        On June 17, 2016, upon the satisfaction of the conditions precedent to the grants of the 2015 Director Options and the 2015 Director DSUs, the 2015 Director Options and the 2015 Director DSUs were awarded to the directors without any further action of the Board. Pursuant to the terms of the Directors' Deferred Share Unit Plan (the "DDSU Plan"), the vesting of all DSUs held by the directors on the Pre-Merger Board accelerated upon the closing of the Merger. DSUs are converted to cash only when a director ceases to be a member of the Board. The DSUs held by Dr. Kozarich and Mr. Meckler were converted to cash upon the closing of the Merger.

        On June 17, 2016, the Pre-Merger Board, following consultation with Radford and upon the recommendation of the Compensation Committee, approved a grant of 10,000 stock options for Mr. Aryeh, as Chairman of the Board, and 5,000 stock options for each of the other non-employee directors (the "2016 Director Options"). Based on market data and the fact that the valuation of the Company had not significantly changed since the approval of the 2015 Director Options on November 4, 2015, the 2016 Director Options were determined to be aligned with the 50^th percentile of the September 2015 Peer Group.

        Pursuant to the terms of the Merger Agreement, all stock options held by the legacy Aegerion board members were cancelled for no consideration on the effective date of the Merger, due to the fact that the exercise price of the stock options exceeded the fair market value of the Merger consideration. As a result of this, the legacy Aegerion board members appointed to the Post-Merger Board (other than Mr. Smith, who held certain RSUs), as well as Mr. Kotler, held no equity awards in the Company following the Merger. On December 22, 2016, following consideration of the 2017 Market Data, and upon recommendation of the Compensation Committee, the Board approved a grant of 9,600 stock options to each of the non-employee directors on the Post-Merger Board. The stock options were granted with an exercise price equal to the closing price of the Company's common shares on the grant date, and vest in 36 equal monthly installments commencing on the monthly anniversary of the grant date. The grant was positioned at the 50^th percentile of the 2017 Market Data at an "initial" grant size, which equated to 1.5 times a typical annual grant. The timing of the grant to the Post-Merger Board was aligned with the timing of the equity awards to the Company's new management team and employees following the Merger. Upon his appointment to the Board on March 30, 2017, Dr. Corrigan received an initial grant of 9,600 stock options, with an exercise price equal to the closing price of the Company's common shares on the grant date, and vesting in 36 equal monthly installments commencing on the monthly anniversary of the grant date. On March 9, 2017, the Board approved the accelerated vesting of

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options held by individuals who would cease to be directors due to the Board's decision not to re-nominate such individuals for election at the Annual Meeting, with this acceleration to occur upon the earlier of the individual's resignation from the Board or the date of the Annual Meeting. As a result, the vesting of options held by Mr. Smith accelerated upon his resignation from the Board on March 30, 2017, and the vesting of options held by Ms. VanLent will accelerate as of the Annual Meeting, since she is not standing for re-election, unless she earlier resigns.

        We also maintain the DDSU Plan. Under the DDSU Plan, at the discretion of the Board, non-employee directors can receive a portion of their equity-based compensation in the form of DSUs. A DSU is convertible only into cash (i.e. no shares are issued), and can only be settled after the director ceases to be a member of the Board. The DSUs vest monthly over 36 months from the first month after the date of grant. The value of a DSU, when converted to cash, will be equivalent to the market value of a Novelion common share at the time the conversion takes place. We do not have a history of paying dividends on our common shares; however, if dividends are ever paid on our common shares, a non-employee director's DSU account will be credited with dividend equivalents (in the form of additional DSUs) at the same rate.

        The following table provides information regarding the compensation earned by our non-employee directors in 2016. For legacy Aegerion board members, amounts include cash fees paid and equity awards granted by Aegerion prior to the Merger, and cash fees paid and equity awards granted by Novelion following the Merger.

2016 Non-Employee Director Compensation

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Director Awards Outstanding as at December 31, 2016

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PROPOSAL NO. 1
ELECTION OF DIRECTORS

Information Regarding Director Nominees

        The term of office of each of the present directors expires at the Annual Meeting. The persons named below will be presented for election at the Annual Meeting as management's nominees and the persons named in the accompanying form of proxy intend to vote for the election of these nominees. Anne VanLent, a current director, is not standing for reelection at the Annual Meeting. Each director elected at the Annual Meeting will hold office until the next annual general meeting of Novelion or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with the articles of Novelion or with the provisions of the BCBCA.

        The names of the nominees and certain information about them are set forth below:

        There is no obligationfamily relationship between any of our directors, director nominees or executive officers. The number of common shares owned by each of the nominees for election as a director is set forth under "Security Ownership of Certain Beneficial Owners and Management" in this Proxy Statement.

Directors

Jason Aryeh, age 48, is the Chairman of the Board and a Director of Novelion (since 2012) and serves on the Corporate Governance and Nominating Committee. Mr. Aryeh is the Founder and Managing General Partner of JALAA Equities, LP (since 1997), a private hedge fund focused on the life sciences sector. Mr. Aryeh also serves on the Board of Directors of Aralez Pharmaceuticals Inc. (since 2016), a public specialty pharmaceuticals company, Ligand Pharmaceuticals Incorporated ("Ligand") (since 2006), a public biotechnology company, and the Cystic Fibrosis Foundation's Therapeutics Board (since 2011). Mr. Aryeh previously served on the Board of Directors of Immunomedics, Inc. ("Immunomedics") (January 2017 to updateMarch 2017), a public biopharmaceutical

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company developing monoclonal antibody-based products. Mr. Aryeh has previously served as a director or as a consultant focused on maximizing shareholder value for multiple other biotechnology and regenerative medicine companies. Mr. Aryeh earned a B.A. in economics, with honors, from Colgate University, and is a member of the Omnicron Delta Epsilon Honor Society in economics.

        The Board has concluded that Mr. Aryeh is well-qualified to serve on the Board and as Chairman of the Board, and has the requisite qualifications, skills and perspectives stemming from his experience in the biotechnology and specialty pharmaceutical sector as a hedge fund manager and serving on the boards of publicly-traded companies. The Board believes that Mr. Aryeh's strategic insight and in-depth understanding of health care trends and capital markets add significant value to the Board.

Dr. Mark Corrigan, M.D., age 59, has served as a Director of Novelion since March 2017 and serves as a member of the Compliance Committee. Currently, Dr. Corrigan also serves on the board of directors of Cardiome Pharma Corp., a public cardiovascular therapeutics company (since 2015) and the supervisory board of Nabriva Therapeutics AG, a public biopharmaceutical company (since 2016). From 2015 to March 2017, Dr. Corrigan served as a director of CoLucid Pharmaceuticals, Inc. (a public biopharmaceutical company), prior to its acquisition by Eli Lilly and Company. From 2014 to 2016, Dr. Corrigan served as chairman of the board of directors of EPIRUS Biopharmaceuticals, Inc. ("EPIRUS"), which filed for bankruptcy in July 2016. Prior to that, Dr. Corrigan served as President and Chief Executive Officer of Zalicus Inc. ("Zalicus"), from January 2010 until the completion of Zalicus' merger with EPIRUS in July 2014. From 2013 to 2015, Dr. Corrigan served on the board of directors of Avanir Pharmaceuticals, Inc. (acquired by Otsuka Pharmaceuticals Co., Ltd.), a publicly traded company, chairing the Scientific Committee, and serving on the Nominating and Corporate Governance Committee. From 2008 to 2015, Dr. Corrigan served on the board of directors of Cubist Pharmaceuticals, Inc. (acquired by Merck & Co., Inc.), a publicly traded biopharmaceutical company, serving on the Audit Committee and the Nominating and Governance Committee and chairing the Scientific Affairs Committee. From 2003 to 2009, Dr. Corrigan was Executive Vice President, Research & Development of Sepracor, Inc. (now Sunovion Pharmaceuticals Inc.) ("Sunovion"). Prior to joining Sunovion, Dr. Corrigan spent 10 years with Pharmacia & Upjohn, Inc., most recently as Group Vice President of Global Clinical Research and Experimental Medicine. Dr. Corrigan spent five years in academic research at the University of North Carolina Medical School, focusing on psychoneuroendocrinology, before joining the pharmaceutical industry. Dr. Corrigan holds a B.A. and an M.D. from the University of Virginia and received specialty training in psychiatry at Maine Medical Center and Cornell University.

        The Board has concluded that Dr. Corrigan is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives derived from his extensive experience in the biopharmaceutical industry, including as a director and executive officer of publicly-traded biotechnology companies, as well as his scientific background.

Dr. Geoffrey Cox, Ph.D., age 73, is a Director of Novelion (since 2012). Previously, Dr. Cox served as our Interim CEO (from October 2014 to November 2016). Dr. Cox has extensive pharmaceutical and biotechnology experience holding a broad range of senior management and board positions with private and public companies. Dr. Cox is the Principal of Beacon Street Advisors LLC (since 2013) which provides corporate, operational and organizational strategic advice and interim management support to life sciences companies. Previously, he was a partner with Red Sky Partners LLC, a life sciences consulting firm (from 2011 to 2013). Dr. Cox served as a Director (2000 to 2012) and the Non-Executive Chairman (2007 to 2012) of Nabi Biopharmaceuticals prior to its merger with Biota in 2012 and continues to serve as a Director of Biota (now Aviragen Therapeutics Inc.), a public anti-infective drug development company. He also served as a Director of Gallus Biopharmaceuticals LLC (2011 to 2014), a biologics contract manufacturing and development company, and as a Director of Immunomedics (January 2017 to March 2017), and currently serves as a Director of Lakewood-Amedex LLC (since 2013), a private company developing novel antibiotics and RNA silencing technology. Dr. Cox was Chairman, President and CEO of GTC Biotherapeutics Inc. (now rEVO Biologics) (2001 to 2010), a company focused on the development of recombinant therapeutic proteins, including proteins for the treatment of rare diseases, using transgenic animal production technology. Prior to 2001, Dr. Cox was Executive VP, Operations, of Genzyme Corporation and later Chairman, President and CEO of Aronex Pharmaceuticals Inc. Dr. Cox is a past Chairman and current member of the Board of the Massachusetts Biotechnology Council. He previously served on the Board of the Biotechnology Industries Association and as a

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member of its Health Governing and Emerging Companies Sections. Dr. Cox received a B.Sc. (Hons) in biochemistry from the University of Birmingham, UK, and a Ph.D. in biochemistry from the University of East Anglia, UK.

        The Board has concluded that Dr. Cox is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives derived from his extensive leadership experience in the biopharmaceutical industry, including as a director and executive officer of publicly-traded biotechnology companies. The Board believes that Dr. Cox's strategic consulting, operations and business development expertise as well as his scientific background bring significant value to the Board.

Kevin Kotler, age 45, has served as a Director of Novelion since November 2016 and serves as Chair of the Corporate Governance and Nominating Committee and as a member of the Compensation Committee. Mr. Kotler has over 23 years of experience as an investor and analyst following the healthcare industry. He is the founder and Managing Partner of Broadfin Capital, which is the investment advisor for Broadfin Healthcare Master Fund, Ltd., a healthcare focused investment fund which he launched in 2005. Mr. Kotler was designated to the Board by Broadfin Capital. Since 2014, Mr. Kotler has served as a Director of InnerSpace Neuro Solutions, Inc., a privately-held medical device company. Mr. Kotler earned a B.S. in economics from the Wharton School at the University of Pennsylvania in 1993.

        The Board has concluded that Mr. Kotler is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives stemming from his experience in the pharmaceutical and medical device sectors as a hedge fund manager. The Board believes that Mr. Kotler's strategic insight and in-depth understanding of health care trends and capital markets add significant value to the board of directors of Novelion.

Dr. Jorge Plutzky, M.D., age 58, has served as a Director of Novelion since November 2016 and serves as a member of the Compensation Committee. Dr. Plutzky was designated to the Board by Sarissa Capital Management LP. Prior to this, Dr. Plutzky served as a member of Aegerion's Board of Directors since April 2015. Dr. Plutzky is the Director of Preventive Cardiology, which includes the Lipid Clinic, in the Cardiovascular Medicine Division at Brigham and Women's Hospital. Since 1995, he has been on the faculty at Harvard Medical School and has directed a basic science laboratory focused on transcriptional mechanisms involved in lipid metabolism, adipogenesis and diabetes, and the relationship of these conditions to inflammation and atherosclerosis. Throughout his career, Dr. Plutzky has also been involved in translational clinical studies investigating links between metabolic disorders and cardiovascular disease. Dr. Plutzky has been a member of the Scientific Advisory Committee of the Sarnoff Cardiovascular Research Foundation since 2009. Dr. Plutzky has been elected to the American Society for Clinical Investigation and is a Fellow of the American College of Cardiology. Dr. Plutzky has been involved with the U.S. Food and Drug Administration, serving both as a member of the Endocrinologic and Metabolic Drugs Advisory Committee and in advising and presenting for new drug application sponsors. He has been involved extensively with both the American Heart Association and the American Diabetes Association. Dr. Plutzky has been a member of the Board of Directors of VIVUS, Inc. (a public healthcare company) since May 2013. Dr. Plutzky holds a B.A. with Highest Honors from the University of Virginia, where he was an Echols Scholar and a member of Phi Beta Kappa, and an M.D. from the University of North Carolina, Chapel Hill. He completed research fellowships at the National Institutes of Health and the Massachusetts Institute of Technology.

        The Board has concluded that Dr. Plutzky is well-qualified to serve on the Board and has the requisite qualifications, skills and perspective based on his extensive experience and expertise in the lipid area.

Dr. Stephen Sabba, M.D., age 57, is a Director of Novelion (since 2012) and serves as the Chair of the Compensation Committee and a member of the Audit Committee. Currently, Dr. Sabba is also a Partner and Health Care Portfolio Manager at Knott Partners, LP (since 2006), an investment fund, and a Director of Ligand (since 2008), a public biotechnology company. Previously, he was a Partner and Director of Research with Kilkenny Capital Management (2001 to 2006), a Chicago-based hedge fund. Dr. Sabba received his medical degree from the New York University School of Medicine, and completed a residency in internal medicine and a fellowship in gastroenterology at the Veterans Administration Medical Center in New York City. He earned a Bachelor of Science degree with honors at Cornell University.

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        The Board has concluded that Dr. Sabba is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives based on his capital markets and financial expertise gained from his experience working in the hedge fund and investment fund industries. The Board believes that Dr. Sabba's deep understanding of the biotechnology industry, medicine and health care trends adds significant value to the Board.

Donald Stern, age 71, has served as a Director of Novelion since November 2016 and serves as Chair of the Compliance Committee. Prior to this, Mr. Stern was a member of Aegerion's Board of Directors since September 2015. Mr. Stern is Managing Director of Corporate Monitoring & Consulting Services at Affiliated Monitors Inc., a consulting firm providing independent integrity monitoring services and compliance services across a wide range of regulated industries and professions. He is also Of Counsel to Yurko, Salvesen, & Remz, PC, a boutique litigation law firm in Boston. Mr. Stern was United States Attorney for the District of Massachusetts from 1993 to 2001. He was also the chair of the U.S. Attorney General's Advisory Committee from 1996 to 1998. Mr. Stern served as the chief legal counsel to Governor Michael S. Dukakis from 1987 to 1990. He also spent seven years as an assistant attorney general in the Massachusetts Attorney General's office, where he held several positions, including Chief of the Government Bureau. Previously, Mr. Stern was a partner at three major law firms, Cooley LLP, Bingham McCutchen LLP, and Hale and Dorr LLP (now Wilmer Cutler Pickering Hale and Dorr LLP), where his law practice focused on internal investigations, white collar defense and business litigation. He has extensive experience representing companies and individuals in complex civil, criminal and regulatory matters, with clients across a spectrum of industries, including health care, pharmaceutical, and financial services. Mr. Stern was an Advisor to President Barack Obama's Justice Department Transition Team. He currently co-chairs the American Bar Association/DOJ White Collar Liaison Committee, and is a former President of the National Association of Former U.S. Attorneys. He was a liaison to the American Bar Association Task Force on Corporate Monitors. Mr. Stern has been on the faculty of Boston College Law School and Harvard Law School. He received his LL.M. from the University of Pennsylvania, his J.D. from Georgetown University Law Center, and his B.A. from Hobart College. He also received an honorary LL.D. from the New England School of Law. Mr. Stern is a member of the Board of Directors of Blue Cross and Blue Shield of Massachusetts.

        The Board has concluded that Mr. Stern is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives based on his extensive experience as an adviser in corporate and government regulatory compliance.

Mary Szela, age 53, was appointed Chief Executive Officer and a Director of Novelion on November 29, 2016. Prior to this, Ms. Szela was chief executive officer and a Director of Aegerion since January 2016. Prior to Aegerion, Ms. Szela was Chairperson of the Board and chief executive officer of Melinta Therapeutics, Inc. ("Melinta") from January 2013 to August 2015. Before joining Melinta, she held various management positions at Abbott Laboratories ("Abbott"), most recently as senior vice president for global strategic marketing and services. From 2008 to 2010, Ms. Szela served as president of the $8 billion U.S. pharmaceuticals division, during which time she directed the development and launch of more than eight new pharmaceutical products. Between 2002 and 2008, Ms. Szela managed several of Abbott's billion-dollar U.S. pharmaceutical businesses, and was VP of U.S. commercial operations. Prior to 2001, Ms. Szela held a series of leadership positions in the Abbott Hospital Products Division. She currently serves as a member of the boards of Novo Nordisk A/S, a public pharmaceutical company (since 2015) Coherus Biosciences, Inc., a public pharmaceutical company (since 2014) and Suneva Medical, Inc., a privately-held aesthetics company. Ms. Szela earned an M.B.A. and a B.S. in nursing from the University of Illinois.

        The Board has concluded that Ms. Szela is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives based on her extensive leadership experience as well as valuable expertise building global brands and advancing pipeline products in the biotechnology and pharmaceutical industries.

John Thomas, Jr., age 63, is a Director of Novelion (since 2012) and is a member of Novelion's Audit and Corporate Governance and Nominating Committees. Mr. Thomas has more than 38 years of experience in a variety of financial and accounting positions, with the last 28 years spent in the medical, pharmaceutical and device fields. Currently, Mr. Thomas also serves as Chief Financial Officer and Secretary (since 2001) and served as a Director (2001 to 2016) of CorMatrix, a privately-held medical device company, and as Chief Financial

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Officer, Secretary and Director of Motion Reality, Inc. (since 1991), a motion capture and simulation company. Since September 2013, Mr. Thomas has served on the Board of Medovex Corporation a publicly-traded medical device company. Since 2014, Mr. Thomas has served on the Board of Directors of NantKwest, Inc., a publicly-traded biotechnology company. Mr. Thomas has also served as the Chief Financial Officer of The Zika Foundation, a non-profit organization addressing the Zika virus. In the past ten years, Mr. Thomas served as acting Chief Financial Officer for DemeRx, Inc. (2010 to 2011); as Chief Financial Officer for MRI Interventions, Inc. (1998 to 2010), MiMedx Group, Inc. (2007 to 2008) and DARA BioSciences (2003 to 2009); and as a director of MRI Interventions, Inc. (2004 to 2011) and DARA BioSciences (2012). Previously, Mr. Thomas also served as a Trustee and subsequently the Chairman of the Finance Committee of The Walker School, a private Pre-K through 12 grade school (1999 to 2012). Mr. Thomas is a Certified Public Accountant and graduated from the University of Virginia, McIntire School of Commerce with a Bachelor of Science in Commerce degree in 1975.

        The Board has concluded that Mr. Thomas is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives based on his financial and development stage company expertise and service on the Boards of pharmaceutical and medical device companies. The Board believes that Mr. Thomas' background and experience serving as Chief Financial Officer of a number of life sciences companies provides him with valuable perspective on financial management, performance and strategy for a biotechnology company such as Novelion.

Vote Required and Board of Directors' Recommendation

        Under the BCBCA and the Articles of Novelion, directors are elected by a plurality of the common shares voted at the Annual Meeting. This means that the nine nominees with the most votes for election would be elected, subject to the requirements of our Majority Voting Policy, as described below.

The Board unanimously recommends that our shareholders vote "FOR" the election of all nine nominees for director.

Majority Voting Policy

        The Board has adopted a Majority Voting Policy which requires that any forward-looking statements. Readersnominee for director for which there are cautioneda greater number of votes "withheld" than votes "for" his or her election will be required to tender his or her resignation as a director of the Company. This policy applies only to uncontested elections, which are elections in which the number of nominees for election as director is equal to the number of positions available on the Board. If a nominee for director is required under the Majority Voting Policy to tender his or her resignation, the Board will refer the resignation to the Corporate Governance and Nominating Committee (except in certain circumstances, in which case the entire Board will review the resignation without reference to the Corporate Governance and Nominating Committee) which will consider the director's resignation and will recommend to the Board whether or not to place undue relianceaccept it. The Corporate Governance and Nominating Committee will generally be expected to recommend accepting the resignation, except in situations where extraordinary circumstances would warrant the applicable director to continue to serve on these forward-looking statementsthe Board. The Board will act on the Corporate Governance and Nominating Committee's recommendation within 90 days following the certification by the scrutineer of the voting results of the applicable annual meeting and will promptly disclose by press release its decision whether to accept the director's resignation, including the reasons for rejecting the resignation, if applicable. A director who tenders his or her resignation pursuant to the Majority Voting Policy will not participate in any meeting of the Board or the Corporate Governance and Nominating Committee at which the resignation is considered.

Advance Notice Policy

        The Board has adopted an Advance Notice Policy which was ratified and approved by shareholders of the Company at the annual general meeting held on December 15, 2014. The intention of the Advance Notice Policy is to facilitate an orderly and efficient annual general or, where the need arises, special meeting, to ensure that speakall shareholders receive adequate notice of director nominations and sufficient information with respect to all

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nominees, and allow shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation.

        Pursuant to the Advance Notice Policy, any additional director nominations for an annual general meeting must be received by the Company not less than 30 nor more than 65 days prior to the date of the meeting. If no nominations are received by May 29, 2017, being the date which is 30 days prior to the Meeting date, management's nominees for election as directors set forth below shall be the only nominees eligible to stand for election at the Meeting.

EXECUTIVE OFFICERS

        The following table sets forth the name, ages and positions of our current executive officers as of April 18, 2017:

John Orloff has served as our Executive Vice President, Head of Research and Development since November 2016. Prior to this, Dr. Orloff was Executive Vice President, Research and Development at Aegerion in November 2016. Prior to joining the date hereof.Company, Dr. Orloff served as Executive Vice President, Global Head of Research and Development and Chief Scientific Officer of Baxalta, Inc. ("Baxalta") from July 2015 to June 2016. Dr. Orloff served as Global Head of R&D for Baxter BioSciences ("Baxter") from July 2014 to June 2015, prior to Baxter's spinout of Baxalta. Prior to Baxter, he served as senior vice president, global head of clinical development at Merck Serono Pharmaceuticals from January 2014 to May 2014. Between 2003 and 2013, Dr. Orloff held a series of positions at Novartis Pharma AG, including senior vice president and chief medical officer. Dr. Orloff completed his internal medicine residency at University of Pittsburgh Medical Center and his endocrinology and metabolism fellowship at Yale University School of Medicine, where he also spent seven years on the faculty. He holds an M.D. from University of Vermont College of Medicine and a B.A. from Dartmouth College.

Gregory Perry has served as our Chief Financial and Administrative Officer since November 2016. Prior to this, Mr. Perry was Chief Financial Officer of Aegerion from July 2015 to November 2016. Mr. Perry most recently served as Chief Financial Officer of Eleven Biotherapeutics, Inc. ("Eleven Biotherapeutics"). Prior to joining Eleven Biotherapeutics, Mr. Perry served as the Interim Chief Financial Officer of InVivo Therapeutics ("InVivo"). Prior to joining InVivo, he served as the Executive Vice President and Chief Financial Officer of ImmunoGen, Inc. ("Immunogen"). Before that, he was the Chief Financial Officer of Elixir Pharmaceuticals. Mr. Perry previously was Senior Vice President and Chief Financial Officer of Transkaryotic Therapies. He has also held various financial leadership roles within PerkinElmer Inc., Domantis Ltd., Honeywell and General Electric. Since May 2016, Mr. Perry has served on the Board of Directors of Merus N.V. (a public clinical-stage immune-oncology company), including as Chair of its Audit Committee. From December 2011 to February 2016, Mr. Perry served on the Board of Directors of Ocata Therapeutics (a public biotechnology company), including as Chair of its Audit Committee and a member of its Compensation Committee, until it was acquired by Astellas Pharma Inc. Mr. Perry received a B.A. in Economics and Political Science from Amherst College.

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Remi Menes has served as our Senior Vice President, Chief Commercial Officer since November 2016. Prior to this, Mr. Menes was Chief Commercial Officer of Aegerion. from September 2016 to November 2016. Prior to joining Aegerion, Mr. Menes served as the General Manager of AbbVie Finland from October 2013 to August 2016. He served as Board Member of Pharma Industry Finland from May 2014 to August 2016. Before joining AbbVie Finland in 2013, from November 2010 to September 2013, Mr. Menes served as Area Commercial Director, Virology & Neonatal Care, Western Europe & Canada at AbbVie Europe. From 2008 to 2010, he was the Commercial Director, Specialty Products Division and a Member of the Affiliate Leadership Team at Abbott Canada. Between 1990 and 2008, Mr. Menes held a series of roles of increasing responsibility at Merck Frosst Canada Ltd., including Director, Sales & Marketing. He holds an Executive M.B.A. and a B.Sc. in Organic Chemistry with a minor in Business Studies from Concordia University.

Roger Louis has served as our Senior Vice President, Global Chief Compliance Officer since November 2016. Prior to this, Mr. Louis was Senior Vice President, Global Chief Compliance Officer at Aegerion from November 2015 to November 2016. Mr. Louis has extensive experience in compliance and risk management having served most recently as Senior Vice President, Compliance & Risk Management, Chief Compliance Officer at Cubist Pharmaceuticals prior to its acquisition by Merck. Mr. Louis joined Cubist from Biogen Idec Corporation where he was Senior Vice President, Chief Compliance Officer. From 1997 to 2012, he held positions of increasing responsibility at Genzyme Corporation, including Senior Vice President, Chief Compliance Officer. Mr. Louis began his legal career as an Associate at Hale & Dorr in Boston where he practiced corporate and securities law. Mr. Louis received his J.D. from University of Chicago School of Law and his Bachelor of Arts from Tufts University.

Benjamin Harshbarger has served as our General Counsel since November 2016. Prior to this, Mr. Harshbarger was Acting General Counsel at Aegerion from September 2015 to August 2016 and General Counsel from August 2016 to November 2016. Prior to that, he served as Aegerion's VP, EMEA Legal Counsel from January 2014 to September 2015 and as Aegerion's VP, Deputy General Counsel from April 2012 to January 2014. Before joining Aegerion, Mr. Harshbarger served as Senior Director, Corporate Counsel at Cubist Pharmaceuticals, Inc. from March 2008 to March 2012, and Senior Director, Deputy General Counsel at ViaCell, Inc. from March 2006 to March 2008. Mr. Harshbarger served in several legal positions of increasing responsibility at Biogen Idec from November 2001 to March 2006 and served as an associate at the law firm of Mintz Levin from 1996 to 2001. Mr. Harshbarger has a JD from Boston College Law School and a BA from the University of Richmond.

Linda Buono has served as our Senior Vice President, Human Resources since November 2016. Prior to this, Ms. Buono was Senior Vice President, Human Resources at Aegerion from August 2016 to November 2016. From March 2016 to August 2016, she served as Aegerion's Vice President, Human Resources. Prior to that, Ms. Buono, held a series of positions with ImmunoGen, most recently as Executive Director, Human Resources since July 2013 and Senior Director, Human Resources from July 2008 through June 2013.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information with respect to the beneficial ownership of our common shares in QLT's authorized share structure beneficially owned by (i) as of April 18, 2017 (unless otherwise noted) with respect to:

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each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our current directors, (ii) common shares outstanding as of such date ("5% Shareholders"), based on currently available Schedules 13G and 13D filed with the SEC, as may be updated by a Statement of Change of Beneficial Ownership of Securities on Form 4 subsequently filed with the SEC;



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each of our named executive officers (iii) and directors; and



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all of our directors andcurrent executive officers and directors as a group, and (iv) all persons known by us to beneficially own more than 5% of our outstanding voting shares. We havegroup.

        Beneficial ownership is determined the beneficial ownership shown on this table in accordance with the rules of the SEC and the applicable Canadian securities regulators. UnderThese rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those rules,securities and include common shares issuable upon the exercise of stock options or other securities that are immediately exercisable or exercisable within sixty days after April 18, 2017, although these shares are considerednot deemed outstanding for the purpose of computing percentage ownership of any other person. Inclusion of shares of common stock in the following table does not constitute an admission that the named shareholder is a direct or indirect beneficial owner for any other purposes. Except as otherwise indicated, all of the shares reflected in the table are our common shares, and all persons listed below have sole voting and investment power with respect to the common shares beneficially owned if held by the person indicated, or if such person, directly or indirectly, throughthem, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any contract, arrangement, understanding, relationship or otherwise has orother purpose. Percentage of ownership is based on 18,580,688 common shares the power to vote, to direct the votingoutstanding as of and/or to disposeApril 18, 2017.

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        Except as otherwise indicated in the accompanying footnotes,table below, addresses of named beneficial ownership is shown as of February 10, 2016.owners are c/o Novelion Therapeutics Inc., Vancouver, British Columbia, Canada V5T 4T5.

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APPROVAL OF A REORGANIZATION OF SHARE CAPITAL PURSUANT TO AN ARRANGEMENTEXECUTIVE COMPENSATION

        The Board has approved returning capital Compensation Discussion and Analysis

Overview

        This Compensation Discussion and Analysis ("CD&A") provides an overview of our compensation philosophy, our compensation programs, and our decision-making processes as they relate to our named executive officers.

        2016 was a transformative year for us. On November 29, 2016, we acquired Aegerion Pharmaceuticals, Inc. ("Aegerion") in a merger transaction (the "Merger") in which Aegerion became a wholly-owned subsidiary of QLT Inc. ("QLT"). Following the Merger, QLT changed its name to Novelion Therapeutics Inc.

        2016 was a transformative year for us. On November 29, 2016, we acquired Aegerion Pharmacueticals, Inc. ("Aegerion") in a merger transaction (the "Merger"), with Aegerion becoming a wholly-owned subsidiary of QLT Inc. ("QLT"). Upon completion of the Merger, QLT changed its name to Novelion Therapeutics Inc.

        Prior to the Merger, decisions about our executive compensation program were made by QLT's Compensation Committee and decisions about Aegerion's executive compensation program were made by Aegerion's Compensation Committee (the "Aegerion Compensation Committee"). This CD&A generally describes the actions taken and decisions made by each of the QLT Compensation Committee and the Aegerion Compensation Committee prior to the Merger and the Compensation Committee following the Merger (the "QLT Compensation Committee" and the "Compensation Committee" are referred to throughout this CD&A, collectively, as the "Compensation Committee"). Following the Merger, the Compensation Committee utilized a blend of our and Aegerion's compensation policies and procedures, and also adopted new practices and policies taking into account our new profile after the Merger.

        As of the effective date of the Merger, we have an entirely new management team, comprised of members of the former Aegerion management team, including our CEO. Our management team has significant depth and breadth of experience in the biopharmaceutical industry and a track record of developing and commercializing rare disease and other pharmaceutical products. Because of the turnover in our management team as result of the Merger, our list of named executive officers for 2016 includes two of our former executive officers, in accordance with applicable SEC rules.

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        Our "named executive officers" for 2016 are:

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Mary Szela, our CEO;



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Gregory Perry, our Chief Financial and Administration Officer;



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Remi Menes, our Global Chief Commercial Officer;



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Roger Louis, our Global Chief Compliance Officer;



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Ben Harshbarger, our General Counsel and Corporate Secretary;



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Geoffrey Cox, our former Interim CEO; and



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Glen Ibbott, our former Senior Vice President, Finance and Chief Financial Officer.

        Dr. Cox and Mr. Ibbott (collectively, the "Former NEOs") were executive officers of QLT until the effective date of the Merger. Ms. Szela and Messrs. Perry, Menes, Louis and Harshbarger (collectively, the "New NEOs"), as well as Linda Buono, Senior Vice President, Human Resources, and John Orloff, Executive Vice President, Head of Research and Development, were executive officers of Aegerion prior the effective date of the Merger and became our executive officers as of the Merger. Dr. Cox's employment with us terminated on the effective date of the Merger. Mr. Ibbott's employment with us terminated on March 31, 2017.

2016 Performance Highlights

        The Merger:    The Merger was unanimously approved by our Board and Aegerion's board of directors on the basis that it would create a strong, well-funded rare disease-focused global biopharmaceutical company with a diversified portfolio consisting of Aegerion's two commercially branded products, Juxtapid® (lomitapide) capsules and Myalept® (metreleptin), and our zuretinol pipeline product, each as further described below. In addition, a broad-based investor syndicate comprised of both new investors and existing shareholders of both QLT and Aegerion invested approximately $22 million into the Company, which provided us with additional capital. The table below exemplifies each company's strategic imperatives for the Merger:

        The Merger re-oriented and expanded our strategic and operational focus, and also transformed our business. We now have a diversified commercial portfolio through Aegerion and we are developing our late-stage pipeline asset, for which we have received orphan drug designation. We have commercial capabilities in North America, Europe, Japan and Latin America, and seek to maximize the potential of our current

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equity program, which included stock options and restricted stock units, and our annual cash incentive program. In December 2016, we added performance-based stock units as another key element of our performance-based compensation package. These awards are described in more detail in the section entitled "Key Compensation Decisions Made At and After the Merger". We believe that our executive compensation program, with its heavy weight on equity-based incentives, including performance-based stock units, rewards the achievement of key short- and long-term performance goals and strongly aligns the interests of our executive officers with those of our shareholders. We have not adopted any formal guidelines for allocating total compensation between long-term and short-term incentive compensation and between cash and non-cash compensation, or among different forms of non-cash compensation.

Compensation Framework: Policies and Process

Roles of Compensation Committee and CEO in Compensation Decisions

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group, as described below. Aegerion also gathered data from the Radford Global Life Sciences Survey of public biopharmaceutical companies that had between 100 and 1,000 employees and a market value of between $300 million and $2 billion. Aegerion's 2016 peer group was selected from a group of public biopharmaceutical companies that ranged in size from between one-third and three times the revenues of Aegerion at a pricethe time and one-third to five times the market capitalization of $6.25 per Aralez ShareAegerion at the time, and subjecthad between 100 and 1,000 employees. This peer group was approved by Aegerion's Compensation Committee in November 2015. Aegerion's 2016 peer group is listed below.

        Following the Merger, in December 2016, the Compensation Committee engaged Radford to prorationadvise on modifications to our peer group to be more reflective of our Company after the Merger and assist the Compensation Committee in evaluating the compensation packages of our New NEOs and other executive officers. The parameters for the selection of companies for this peer group were as follows: public biopharmaceutical companies, with annual revenues between $50 million and $500 million, and less than $2 billion market capitalization. The companies in this group are listed below:

Compensation Governance and Practices

        Our compensation practices emphasize good governance and market practice. To this end:

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Pay based on the Maximum Cash Amount. QLT shareholders who hold their QLT shares throughPerformance.As described in this CD&A, we or Aegerion, as applicable, provided a brokerage firm or similar organization will not receive an Election Form with the Proxy Statement and should contact the brokerage firm for instructions on how to make the election.

        Registered QLT shareholders must return their Election Forms no later than 5:00 PM (Pacific Time) on March 14,significant portion of each named executive officer's target compensation in 2016 in accordance with the instructions contained on the Election Form. The QLT shareholders who (i) do not elect to receive their pro rata entitlement of the Special Distribution in cash, or (ii) do not return the duly completed Election Forms to Computershare, QLT's transfer agent, within the specified time, will following the expiry of the election period receive such number of Aralez Shares reflecting their pro rata entitlement of the Special Distribution based on the Aralez Share Exchange Ratio. The QLT shareholders who elect to receive all or part of their pro rata entitlement of the Special Distribution in cash will, following the expiry of the election period and assuming completion of the sale of the Aralez Shares to the Co-Investors under the Backstop Agreement, receive such number of Aralez Shares and/or cash reflecting all or part of their pro rata entitlement to the Special Distribution, subject to proration based on the Maximum Cash Amount. In the event the sale of Aralez Shares to the Co-Investors under the Backstop Agreement does not complete, QLT shareholders will receive only Aralez Shares notwithstanding that they have elected to receive cash instead. The Board believes that the Special Distribution will provide QLT's shareholders with the opportunity to participate in the growth of a newly formed, exceptionally managed, commercial-stage, Canadian-resident, specialty pharmaceutical company, Aralez Pharmaceuticals Inc.

        Further disclosure on Aralez is contained in the Aralez Registration Statement and the Tribute Circular which are incorporated by reference and are available on Tribute's SEDAR profile at www.sedar.com. See the heading below "Documents Incorporated by Reference".

        The completion of the sale of Aralez Shares to the Co-Investors to fund the Maximum Cash Amount is subject to conditions which are outside the control of QLT, as set out above. If, for any reason, the sale of the Aralez Shares to the Co-Investors does not complete, QLT shareholders will receive only Aralez Shares and will not be entitled to the Maximum Cash Amount.

Due Bill Trading Procedures

        In accordance with the rules of the Toronto Stock Exchange and NASDAQ, "due bill" trading procedures are applied in connection with the Special Distribution. Pursuant to these procedures, automated systems are tracking any trading of QLT Shares in the period (the "Due Bill Period") between the second trading day prior to the Record Date for the Special Distribution, being February 11, 2016, and the payment date for the Special Distribution, anticipated to be on or about March 22, 2016 (the "Distribution Date"). During the Due Bill Period, automated systems will attach "due bill" instruments to any QLT Shares sold which will obligate sellers to deliver Aralez Shares they are entitled to pursuant to the Special Distribution (or cash in lieu of all or part of their entitlement to Aralez Shares, if an election is made as described above), to buyers of such QLT Shares. Accordingly, if a QLT shareholder sells its QLT Shares during the Due Bill Period, it will be selling away its right to receive the Aralez Shares it is entitled to pursuant to the Special Distribution (or cash in lieu of all or part of its entitlement to Aralez Shares) and such sale will include an obligation on the part of the seller, in the form of performance-based compensation comprised of stock options, performance-based stock units and performance-based annual cash incentives. These awards included awards of stock options and performance-based stock units made in December 2016 to our New NEOs, as described below and also in the Summary Compensation Table.

All of the outstanding stock options held by Aegerion's executive officers as of the Merger, including all options granted in 2016, were out-of-the-money as of the effective date of the Merger and were cancelled for no consideration. Because of this, our New NEOs only hold stock options that were granted in December 2016.

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Share Ownership Guidelines:  Following the Merger, in December 2016, we updated our share ownership guidelines to increase the ownership requirements for each of our New NEOs. The primary objective of