Common use of Shareholder Meetings Clause in Contracts

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining Auxilium Stockholder Approval as required by the DGCL and this Agreement. (b) QLT shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject to the terms of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law as As promptly as practicable following the effectiveness of the Form S-4, Montage shall, in consultation with Marigold, in accordance with applicable Law and the Montage Organizational Documents, (i) establish a record date upon for, duly call and give notice of a meeting of the holders of shares of Montage Class A Common Stock (the “Montage Shareholder Meeting”) at which meeting Montage shall seek the Required Montage Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 becomes is declared effective for under the purpose of obtaining Auxilium Stockholder Approval Securities Act (or such later time as may be required by applicable Law), and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the DGCL Montage Shareholder Meeting. Subject to Section 6.11(b), Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote to be received at the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement. (b) QLT shall duly take all lawful action Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to call, give notice of, convene and hold the QLT Montage Shareholder Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montage, the Montage Board, its Representatives or the Montage Shareholders, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c), and this Agreement. (c) Subject Montage shall not submit to the terms vote of this Agreement, unless Auxilium its shareholders any Acquisition Proposal other than the Merger. Unless the Montage Board shall have effected an Auxilium made a Montage Adverse Recommendation Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium6.11(c), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof Joint Proxy Statement/Prospectus shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior include a statement to the Auxilium effect that the Montage Board recommends that the holders of shares of Montage Class A Common Stock vote to approve the Montage Share Issuance (such recommendations collectively referred to as the “Montage Board Recommendation”). Montage shall not, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meetingafter consultation with Marigold, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay adjourn or postpone the Auxilium Montage Shareholder Meeting could would reasonably be reasonably likely expected to be inconsistent with the fiduciary duties a violation of the Auxilium Board of Directors under applicable Laws Law or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus, or Form S-4; and (ii) QLT if as of the time for which the Montage Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Montage Class A Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Montage Shareholder Meeting. (b) As promptly as practicable following the effectiveness of the Form S-4, Marigold shall, in consultation with Montage, in accordance with applicable Law and Marigold’s Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of Marigold Voting Stock Common Shares (the “Marigold Shareholder Meeting”) at which meeting Marigold shall seek the Required Marigold Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) except as otherwise permitted by this Section 6.2(b), within forty (40) days of such record date, convene and hold the Marigold Shareholder Meeting. Subject to adjournSection 6.10(c), delay Marigold shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Marigold Vote to be received at the Marigold Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Marigold’s obligation to call, give notice of, convene and hold the Marigold Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(b) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Marigold, the Marigold Board, its Representatives or the Marigold Shareholders, or by any Marigold Adverse Recommendation Change, and Marigold shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Unless the Marigold Board shall have made a Marigold Adverse Recommendation Change in accordance with Section 6.10(c), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Marigold Board recommends that the holders of shares of Marigold Voting Common Stock vote to approve this Agreement (such recommendation is referred to as the “Marigold Board Recommendation”). Marigold shall not, without the prior written consent of Montage, adjourn or postpone convening the QLT Meeting if in Marigold Shareholder Meeting; provided that Marigold may, without the good faith judgment prior written consent of Montage, adjourn or postpone the QLT Board of Directors (Marigold Shareholder Meeting, after consultation with its outside legal advisorsMontage, (i) if the failure to adjourn, delay adjourn or postpone the QLT Marigold Shareholder Meeting could would reasonably be reasonably likely expected to be inconsistent with the fiduciary duties a violation of the QLT Board of Directors under applicable Laws Law or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus, or Form S-4(ii) if as of the time for which the Marigold Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Marigold Voting Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Marigold Shareholder Meeting. (jc) Auxilium Marigold and QLT will each provide notice Montage shall use their reasonable best efforts to schedule the other of Marigold Shareholder Meeting and the Auxilium Montage Shareholder Meeting or to occur on the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meetingsame date.

Shareholder Meetings. (a) Auxilium Newcourt and CIT each shall duly take all lawful action steps necessary to duly call, give notice of, convene and hold Auxilium Meeting in accordance a meeting of its respective shareholders to be held as soon as is reasonably practicable after the constating documents issuance of Auxilium and applicable Law as promptly as practicable following the date upon which the Form S-4 becomes effective Interim Order for the purpose of obtaining Auxilium Stockholder Approval as required by voting upon the DGCL approval of (a) the Plan of Arrangement and this Agreement. the consummation of the transactions contemplated thereby (the "Newcourt Shareholder Matters"), in the case of Newcourt, and (b) QLT shall duly take all lawful action the issuance of shares of CIT Common Stock pursuant to callthis Agreement and the Plan of Arrangement and upon exchange of Exchangeable Shares and exercise of the Replacement Options (the "CIT Shareholder Matters"), give notice ofin the case of CIT. CIT will and, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject subject to the terms penultimate sentence of this AgreementSection 7.3, unless Auxilium shall have effected an Auxilium Change Newcourt will, through its respective Board of Recommendation in accordance with the terms of this AgreementDirectors, Auxilium shall use recommend to its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the respective shareholders (x) approval of the Merger and this Agreement by Auxilium Stockholders including using Newcourt Shareholder Matters, in the services case of investment dealers and proxy solicitation agentsNewcourt, and take all (y) approval of the CIT Shareholder Matters, in the case of CIT, and, in each case, such other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall matters as may be submitted to Auxilium Stockholders at its shareholders in connection with this Agreement. Neither the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors of either party nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium)modify, or propose publicly to withdraw (or modify modify, in any a manner adverse to Auxilium)the other party, the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium approval or recommendation by such Board of Directors or such committee of the Newcourt Shareholder Matters, in the case of Newcourt, or the CIT Shareholder Matters, in the case of CIT, and neither the Board of Directors of Newcourt nor any committee thereof shall withdraw (i) approve or modify in any manner adverse to QLT)recommend, or propose publicly to withdraw approve or recommend, any Acquisition Proposal, or (ii) cause Newcourt to enter into any letter of intent, agreement in principle, acquisition agreement or modify other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (of Newcourt determines in good faith, after consultation with outside counsel, that in light of a Superior Proposal it is necessary to do so in order to comply with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of to Newcourt and to Newcourt's shareholders under applicable law, the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for of Newcourt may terminate this Agreement solely in order to concurrently enter into an Acquisition Agreement with respect to a Superior Proposal, but only after the distribution fifth day following CIT's receipt of any required or appropriate supplement or amendment to written notice advising CIT that the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation of Newcourt is prepared to accept a Superior Proposal, and only if, during such five-day period, if CIT so elects, Newcourt and its advisors shall have negotiated in good faith with its outside legal advisors) CIT to make such adjustments in the failure terms and conditions of this Agreement as would enable CIT to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent proceed with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment transactions contemplated herein on such adjusted terms. Newcourt and CIT shall coordinate and cooperate with respect to the Joint Proxy Statement/Circular or Form S-4foregoing matters with a view toward, among other things, holding the respective meetings of each party's shareholders on the same day. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium Each Party shall duly take all lawful action use commercially reasonable efforts to call, give notice of, convene cause the Company Meeting and hold Auxilium the Acquiror Meeting in accordance (as applicable) to occur on the constating documents same date as soon as reasonably practicable after the procurement of Auxilium the Interim Order and applicable Law as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining Auxilium Stockholder Approval as required by the DGCL and this Agreement. (b) QLT shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective SEC Clearance for the purpose of obtaining the QLT Continuance Requisite Shareholder Approval Vote and the Company Requisite Shareholder Vote in accordance with the applicable Laws case of Company and this Agreement. (c) Subject to the terms Acquiror Requisite Shareholder Vote in the case of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use Acquiror. Except as required by Law or required by its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2shareholders, neither the QLT Board of Directors Acquiror nor any committee thereof Company shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay postpone or cancel (or propose for adjournment, postponement, delay postponement or cancellation) its shareholders’ meeting without the QLT prior written consent of the other Party except as required for quorum purposes, to comply with requirements of applicable Law (including any disclosure obligations under Canadian or U.S. Laws provided that the Company uses commercially reasonable efforts to comply with such Laws in a timely manner), by the Court or by the shareholders of Company. Company shall take all lawful action to solicit the approval of the Continuance Resolution by the Continuance Requisite Shareholder Vote and the Arrangement Resolution by the Company Requisite Shareholder Vote, and Acquiror shall take all lawful action to solicit the approval of the transactions contemplated by this Agreement by the Acquiror Requisite Shareholder Vote. Each Party will advise the other Party as it may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Company Meeting or the Auxilium MeetingAcquiror Meeting (as applicable), as to the aggregate tally of the proxies received by Company in respect of the Continuance Resolution and the Arrangement Resolution or Acquiror in respect of the Acquiror Requisite Shareholder Vote (as applicable). (b) The Board of Directors of Company shall unanimously recommend approval of the Continuance Resolution by the shareholders of the Company and the Arrangement Resolution by the shareholders of Company and the holders of Company Compensatory Awards to the effect set forth in Section 2.21 (the “Company Recommendation”), without and the Board of Directors of Acquiror shall unanimously recommend approval of the Share Issuance by the shareholders of Acquiror to the effect set forth in Section 3.15 (the “Acquiror Recommendation”). The Board of Directors of each Party shall not make an Adverse Recommendation Change except in accordance with, and subject to the limitations set forth in, Section 4.9. Absent an Adverse Recommendation Change in accordance with, and subject to the limitations set forth in Section 4.9, the Board of Directors of a Party shall reconfirm its recommendation to the effect set forth in Section 2.21 or Section 3.15 (as applicable) within three Business Days after a written request to do so by the other Party's prior written consent. Notwithstanding any Adverse Recommendation Change or the existence of any Takeover Proposal or any Superior Proposal, in each case; providedCompany shall cause this Agreement, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in Continuance Resolution and the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely Arrangement Resolution to be inconsistent with submitted to its shareholders and holders of Company Compensatory Awards at the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4Company Meeting. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium The Company will take, in accordance with applicable Law, its Organizational Documents and the Interim Order, all action necessary to convene the Company Meeting as promptly as practicable after it obtains the Interim Order and SEC Clearance to consider and vote upon the approval of the Arrangement Resolution. Subject to fiduciary obligations under applicable Law, the Board of Directors of the Company shall duly recommend and not withdraw such recommendation and shall take all lawful action to callsolicit such approval. The Arrangement Resolution shall be submitted to the Company Common Shareholders and holders of outstanding Company Options and Company RSUs at the Company Meeting whether or not the Board of Directors of the Company determines at any time prior to the Company Meeting that the Arrangement is no longer advisable and recommends that shareholders, give notice ofoptionholders and unitholders reject it. Parent will take, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and with applicable Law and its Organizational Documents, all action necessary to convene the Parent Meeting as promptly as practicable following after SEC Clearance and the date upon which Company obtains the Form S-4 becomes effective for Interim Order to consider and vote on each of the purpose Parent Proposals. Subject to fiduciary obligations under applicable Law, the Board of obtaining Auxilium Stockholder Approval as required by Directors of Parent shall recommend each of the DGCL Parent Proposals and this Agreement. (b) QLT not withdraw each of such recommendations and shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject to the terms of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour such approvals. Each of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement Parent Proposals shall be submitted to the QLT Shareholders Parent Common Stockholders at the QLT Parent Meeting for whether or not the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor of Parent determines at any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, time prior to the Auxilium Meeting, keep QLT reasonably informed Parent Meeting that either or both of the number Parent Proposals is or are no longer advisable and recommends that stockholders reject either or both of proxy votes received in respect of matters the Parent Proposals. Parent and the Company will cause the Parent Meeting and the Company Meeting to be acted upon at Auxilium Meetingheld on the same date, and in any event shall provide such number promptly upon and, except as required by Law or required by the request of QLT Parent Common Stockholders or its Representatives. (h) QLT shallby the Company Common Shareholders, prior to as applicable, neither Parent nor the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting Company will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay postpone or cancel (or propose for adjournment, postponement, delay postponement or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, their respective meeting without the other Party's other’s prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law as As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and its organizational documents, (i) establish a record date upon (the “Company Record Date”) for, duly call and give notice of an extraordinary general meeting of the shareholders of the Company entitled to vote on the Transactions (the “Company Shareholder Meeting”) at which meeting the Company shall seek the Company Shareholder Approval, which record date shall be no later than 10 days after the date on which the Form S-4 becomes Registration Statement is declared effective under the Securities Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the purpose Company Shareholder Meeting) to be mailed to its shareholders and (iii) as promptly as practicable and in any event within 45 days after the date of obtaining Auxilium Stockholder Approval as required by mailing of the DGCL and this Agreement. (b) QLT shall Joint Proxy Statement/Prospectus, duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Company Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Meeting. Subject to Section 6.04, the terms of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium Company shall use its commercially reasonable best efforts to solicit from Auxilium Stockholders proxies in favour take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Shareholder Approval to be received at the Company Shareholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Shareholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Shareholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn, postpone or delay the commencement or conclusion of the Auxilium Stockholder Approval and take all other actions Company Shareholder Meeting, after consultation with Parent, if the Company believes in good faith that are reasonably necessary such adjournment, postponement or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are delay is reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT allow reasonable additional time to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a(A) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders additional proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Company Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. or (eB) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor distribute any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus that the Company Board has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or Form S-4; andamendment to be reviewed by the Company’s shareholders prior to the Company Shareholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, Parent shall, in consultation with the Company, in accordance with Applicable Law and its organizational documents, (i) establish a record date (the “Parent Record Date”) for, duly call and give notice of an extraordinary general meeting of the shareholders of Parent to vote on the Authorized Share Capital, the Parent Share Issuance, the related amendments to Parent’s articles of association in connection therewith, any other Transactions (as necessary) and one or more “routine” matters under the rules of the New York Stock Exchange (the “Parent Shareholder Meeting”) at which meeting Parent shall seek the Parent Shareholder Approval, (ii) QLT cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Shareholder Meeting) to be mailed to its shareholders within 10 days after the date on which the Registration Statement is declared effective under the Securities Act (the “Mailing Date”) and (iii) as promptly as practicable and in any event within 45 days after the Mailing Date, duly convene and hold the Parent Shareholder Meeting. Parent shall use its reasonable best efforts to take, or cause to be permitted taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Shareholder Approval to be received at the Parent Shareholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Shareholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn, postpone or postpone convening delay the QLT Meeting commencement or conclusion of the Parent Shareholder Meeting, after informing the Company, if Parent believes in the good faith judgment of that such adjournment, postponement or delay is reasonably necessary to allow reasonable additional time to (A) obtain a quorum, (B) solicit additional proxies necessary to obtain the QLT Board of Directors Parent Shareholder Approval, or (after consultation with its outside legal advisorsC) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of distribute any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus that Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or Form S-4amendment to be reviewed by Parent’s shareholders prior to the Parent Shareholder Meeting. (jc) Auxilium and QLT will each provide notice Notwithstanding (i) any Adverse Recommendation Change, (ii) the public proposal or announcement or other submission to the other Company or any of its Representatives of an Acquisition Proposal or (iii) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Auxilium Meeting or the QLT Meeting, respectively, Company and Parent under Section 8.02 and this Section 8.03 shall allow Representatives of the other continue in full force and its counsel to attend the applicable meetingeffect.

Shareholder Meetings. (a) Auxilium The Company shall duly take all lawful action actions in accordance with applicable Law, its constituent documents and the rules of the New York Stock Exchange to duly call, set a record date for, give notice of, convene and hold Auxilium Meeting in accordance a special meeting of the constating documents of Auxilium Company’s shareholders (including any adjournment or postponement thereof, the “Company Special Meeting”) on a date mutually agreed between the Company and applicable Law Acquiror which date shall be as promptly as practicable and in no event later than 45 calendar days following the date upon which the Form S-4 becomes is declared effective for the purpose of considering and taking action upon the adoption of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not adjourn or postpone the Company Special Meeting without Acquiror’s consent; provided that without Acquiror’s consent, the Company may adjourn or postpone the Company Special Meeting (i) after consultation with Acquiror, to the extent necessary to ensure that any required supplement or amendment to the Form S-4 or Joint Proxy Statement is provided to the shareholders of the Company within a reasonable amount of time in advance of the Company Special Meeting or (ii) if as of the time for which the Company Special Meeting is originally scheduled (as set forth in the Joint Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Special Meeting; further provided that no adjournment may be made to a date on or after three Business Days prior to the Outside Date. Notwithstanding any Company Adverse Recommendation Change or Intervening Event Recommendation Change, unless this Agreement shall have been terminated in accordance with its terms, the Company shall (x) submit this Agreement to the shareholders of the Company as promptly as practicable for the purpose of obtaining Auxilium Stockholder the Company Shareholder Approval as required at the Company Special Meeting and (y) not submit any Company Takeover Proposal for approval by the DGCL shareholders of the Company. (b) At the Company Special Meeting or any postponement or adjournment thereof, Acquiror and Acquisition Sub shall vote, or cause to be voted, all of the Shares then beneficially owned by either of them or any of their Subsidiaries and controlled Affiliates in favor of the adoption of this Agreement. (bc) QLT Acquiror shall duly take all lawful action actions in accordance with applicable Law, its constituent documents and the rules of the New York Stock Exchange to duly call, set a record date for, give notice of, convene and hold a general meeting of Acquiror’s shareholders (including any adjournment or postponement thereof, the QLT Meeting in accordance “Acquiror Special Meeting”) on a date mutually agreed between the constating documents of QLT Company and applicable Law, Acquiror which date shall be as promptly as practicable and in no event later than 45 calendar days following the date upon which the Form S-4 becomes is declared effective for the purpose of considering and taking action upon the approval of the consummation of the Transactions. Acquiror shall take all actions necessary to cause the convocation of the Acquiror Special Meeting (the “Convocation”) to be given by the Management Board of Acquiror no later than on the fifteenth (15th) calendar day prior to the date of the Acquiror Special Meeting. The Convocation shall specify the subjects to be discussed at the Acquiror Special Meeting and shall be accompanied by the Joint Proxy Statement, which shall contain all information required to be delivered to the shareholders of Acquiror under the applicable Laws of the Netherlands. Notwithstanding anything to the contrary contained in this Agreement, Acquiror shall not adjourn or postpone the Acquiror Special Meeting without the consent of the Company; provided that without such consent, Acquiror may adjourn or postpone the Acquiror Special Meeting after consultation with the Company, to the extent necessary to ensure that any required supplement or amendment to the Form S-4 or Joint Proxy Statement is provided to the shareholders of Acquiror within a reasonable amount of time in advance of the Acquiror Special Meeting; further provided that no adjournment may be made to a date on or after three Business Days prior to the Outside Date. Unless this Agreement shall have been terminated in accordance with its terms, Acquiror shall submit this Agreement to the shareholders of Acquiror as promptly as practicable for the purpose of obtaining the QLT Acquiror Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject to the terms of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligationAcquiror Special Meeting. (d) Subject At the Acquiror Special Meeting or any postponement or adjournment thereof, the Company shall vote, or cause to be voted, all of the terms Acquiror Common Stock then beneficially owned by it or any of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies Subsidiaries or controlled Affiliates in favour favor of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour consummation of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligationTransactions. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law as As promptly as practicable following the effectiveness of the Form S-4, Mercury shall, in consultation with Xxxxx, in accordance with applicable Law and the Mercury Organizational Documents, (i) establish a record date upon for, duly call and give notice of a meeting of the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 becomes is declared effective for under the purpose Securities Act, and (ii) within forty (40) days of obtaining Auxilium Stockholder Approval as required by such record date, convene and hold the DGCL Mercury Shareholder Meeting. Subject to Section 6.11(b), Mercury shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Mercury Vote to be received at the Mercury Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement. (b) QLT shall duly take all lawful action Agreement has been terminated pursuant to Section 8.1, Mercury’s obligation to call, give notice of, convene and hold the QLT Mercury Shareholder Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Mercury, the Mercury Board, its Representatives or the Mercury Shareholders, or by any Mercury Adverse Recommendation Change, and this Agreement. (c) Subject Mercury shall not submit to the terms vote of this Agreement, unless Auxilium its shareholders any Acquisition Proposal other than the Mergers. Unless the Mercury Board shall have effected an Auxilium made a Mercury Adverse Recommendation Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium6.11(b), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof Joint Proxy Statement/Prospectus shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior include a statement to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure effect that the Auxilium Meeting will occur no more than two Business Days following Mercury Board recommends that the QLT Meetingholders of shares of Mercury Voting Common Stock vote to approve the Mercury Charter Amendment and the New Holdco Share Issuance (such recommendations collectively referred to as the “Mercury Board Recommendation”). Each of QLT and Auxilium Mercury shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicablenot, without the other Party's prior written consentconsent of Xxxxx, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay adjourn or postpone convening the Auxilium Meeting if in Mercury Shareholder Meeting; provided that Mercury may, without the good faith judgment prior written consent of Xxxxx, adjourn or postpone the Auxilium Board of Directors (Mercury Shareholder Meeting, after consultation with its outside legal advisors) Xxxxx, if the failure to adjourn, delay adjourn or postpone the Auxilium Mercury Shareholder Meeting could would reasonably be reasonably likely expected to be inconsistent with the fiduciary duties a violation of the Auxilium Board of Directors under applicable Laws Law or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Prospectus. (b) As promptly as practicable following the effectiveness of the Form S-4; and , Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of Xxxxx Common Shares (the “Xxxxx Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) QLT within forty (40) days of such record date, convene and hold the Xxxxx Shareholder Meeting. Subject to Section 6.10(d), Xxxxx shall use its reasonable best efforts to take, or cause to be permitted taken, all actions, and do or cause to adjournbe done all things, delay necessary, proper or advisable on its part to cause each of the Required Xxxxx Vote to be received at the Xxxxx Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Xxxxx’ obligation to call, give notice of, convene and hold the Xxxxx Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(b) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Xxxxx, the Xxxxx Board, its Representatives or the Xxxxx Shareholders, or by any Xxxxx Adverse Recommendation Change, and Xxxxx shall not submit to the vote of its shareholders any Acquisition Proposal other than the Second Merger. Unless the Xxxxx Board shall have made a Xxxxx Adverse Recommendation Change in accordance with Section 6.10(d), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Xxxxx Board recommends that the holders of shares of Xxxxx Common Shares vote to adopt this Agreement (such recommendation is referred to as the “Xxxxx Board Recommendation”). Xxxxx shall not, without the prior written consent of Mercury, adjourn or postpone convening the QLT Meeting if in Xxxxx Shareholder Meeting; provided that Xxxxx may, without the good faith judgment prior written consent of Mercury, adjourn or postpone the QLT Board of Directors (Xxxxx Shareholder Meeting, after consultation with its outside legal advisors) Mercury, if the failure to adjourn, delay adjourn or postpone the QLT Xxxxx Shareholder Meeting could would reasonably be reasonably likely expected to be inconsistent with the fiduciary duties a violation of the QLT Board of Directors under applicable Laws Law or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4Prospectus. (jc) Auxilium Xxxxx and QLT will each provide notice Mercury shall use their reasonable best efforts to schedule the other of Xxxxx Shareholder Meeting and the Auxilium Mercury Shareholder Meeting or to occur on the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meetingsame date.

Shareholder Meetings. (a) Auxilium Each of TriCo and North Valley shall duly take all lawful action necessary in accordance with applicable Law and their respective Articles of Incorporation, Bylaws or similar organizational documents to duly call, give notice of, convene and and, as soon as practicable but not later than sixty (60) days after the Registration Statement is declared effective, hold Auxilium Meeting a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in accordance the constating documents of Auxilium and applicable Law each case as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining Auxilium Stockholder Approval as required by the DGCL and this Agreement. (b) QLT shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval Requisite TriCo Vote, in the case of TriCo, and the Requisite North Valley Vote. North Valley and TriCo shall cooperate to schedule and convene the North Valley Meeting and the TriCo Meeting on the same date. (b) Except in the case of a Change in Recommendation expressly permitted by Section 6.7, North Valley shall solicit, and use its reasonable best efforts to obtain, the Requisite North Valley Vote at the North Valley Meeting. Subject to Section 6.7(d), North Valley shall (i) through the North Valley Board, recommend to its shareholders adoption of this Agreement (the “North Valley Board Recommendation”), (ii) include such recommendation in the Joint Proxy Statement/Prospectus and (iii) use reasonable best efforts to obtain the North Valley Requisite Vote from its shareholders. North Valley hereby acknowledges its obligation to submit this Agreement to its shareholders at the North Valley Meeting as provided in this Section 6.3. In addition to the foregoing, North Valley agrees that it shall not submit to the vote of its shareholders at or prior to the North Valley Meeting any proposal (including but not limited to an Acquisition Proposal) other than the Merger and any proposal required by SEC Rule 14a-21(c) as a result of the Merger or the transactions contemplated by this Agreement; provided, however, that North Valley may withdraw, modify, qualify or otherwise effect a Change in Recommendation from the North Valley Board Recommendation if an Acquisition Proposal is a Superior Proposal as determined by the North Valley Board in accordance with Section 6.7 and North Valley may include disclosures in the applicable Laws Joint Proxy Statement or any amendment or supplement thereto as may be submitted to North Valley shareholders describing the reasons therefor along with the terms of any such Superior Proposal, all as the North Valley Board deems appropriate and this Agreementnecessary in the exercise of its fiduciary duties to North Valley shareholders. (c) Subject TriCo shall solicit, and use its reasonable best efforts to obtain, the terms Requisite TriCo Vote at the TriCo Meeting. TriCo shall (i) through its Board of Directors, recommend to its shareholders adoption of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation (ii) include such recommendation in accordance with the terms of this Agreement, Auxilium shall Joint Proxy Statement and (iii) use its commercially reasonable best efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligationRequisite TriCo Vote from its shareholders. (d) Subject to the terms of this Agreement (including Section 6.2), QLT Each party shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium cooperate and keep Auxilium apprised, with respect to such the other party informed on a current basis regarding its solicitation efforts and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days voting results following the QLT Meeting. Each dissemination of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted Prospectus to adjourn, delay or postpone convening the QLT Meeting if in shareholders of each party. If at any time following the good faith judgment dissemination of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus (i) North Valley reasonably determines in good faith that the Requisite TriCo Vote is unlikely to be obtained at the TriCo Meeting, or Form S-4. (jii) Auxilium and QLT will each provide notice TriCo reasonably determines in good faith that the Requisite North Valley Vote is unlikely to be obtained at the North Valley Meeting, then prior to the vote contemplated having been taken such party may request that the other party adjourn or postpone its meeting for up to forty-five (45) days from then-scheduled date and the other party shall comply with such request; provided that a party shall be required to adjourn or postpone its meeting on only one occasion. During such period of adjournment or postponement, the parties shall continue in all respects to comply with their obligations under this Section 6.3 and shall in good faith use reasonable best efforts to obtain shareholder approval or negotiate a restructuring of the Auxilium Meeting transactions contemplated by this Agreement including the Merger and the Bank Merger (it being understood that neither party shall have any obligation to alter or change the QLT Meeting, respectively, and shall allow Representatives amount or kind of the other and Merger Consideration in a manner adverse to such party or its counsel shareholders) and, subject to attend this Section 6.3, seek to obtain the applicable Requisite TriCo Vote and/or the Requisite North Valley Vote, as the case may be. Except as set forth in this Section 6.3, no party shall have the obligation to postpone or adjourn its shareholder meeting.

Shareholder Meetings. (a) Auxilium First Chester and Tower shall duly take all lawful action reasonable steps necessary to duly call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents a meeting of Auxilium and applicable Law as promptly as practicable following its respective shareholders within 45 days after the date upon on which the Form S-4 Registration Statement becomes effective for the purpose of obtaining Auxilium Stockholder Approval as required by voting upon the DGCL approval of this Agreement and the Merger (the “Special Meetings”). Management and Board of Directors of Tower shall recommend to their shareholders approval of this Agreement., including the Merger, and the transactions contemplated hereby, together with any matters incident thereto. Management and the Board of Directors of First Chester shall recommend to its shareholders approval of this Agreement, including the Merger, and the transactions contemplated hereby, together with any matters incident thereto, and shall oppose any third party proposal or other action that is inconsistent with this Agreement or the consummation of the transactions contemplated hereby; provided, however, that First Chester shall not be obligated to so recommend or oppose (a “Change in Recommendation”), as the case may be, if at any time prior to the Effective Time if either: (bi) QLT (A) the First Chester Board of Directors has received a Competing Proposal (that has not been withdrawn) that constitutes a Superior Proposal, (B) the First Chester Board of Directors determines in good faith (after considering in good faith any counter-offer or proposal made by Tower during the two-day period contemplated by clause (D) below), that the failure to effect a Change in Recommendation in light of such Superior Proposal would be a breach of its fiduciary duties to First Chester’s shareholders under applicable law, (C) at least two (2) days prior to such Change in Recommendation, First Chester shall duly take all lawful action have provided to callTower a written notice (a “Notice of Recommendation Change”) of its intention to make such Change in Recommendation (which notice shall not be deemed to be, give notice ofin and of itself, convene a Change in Recommendation), specifying the material terms and hold conditions of such Superior Proposal, including a copy of such Superior Proposal and identifying the QLT Meeting Person making such Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material terms of such Superior Proposal shall require the delivery of a new Notice of Recommendation Change and a new one-day period), (D) during the two-day period following Tower’s receipt of a Notice of Recommendation Change, First Chester shall have given Tower the opportunity to meet with First Chester and its Representatives, and at Tower’s request, shall have negotiated in accordance good faith regarding the constating documents terms of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject possible revisions to the terms of this Agreement, unless Auxilium and (E) Tower shall not, within two (2) days of Tower’s receipt of a Notice of Recommendation Change have made an offer that the Board of Directors of First Chester determines in good faith, After Consultation, to be at least as favorable to the First Chester’s shareholders as such Superior Proposal; or (ii) other than in connection with a Superior Proposal, (A) the First Chester Board of Directors determines in good faith that the failure to effect a Change in Recommendation could reasonably be expected to result in a breach of its fiduciary duties to the First Chester’s shareholders under applicable law and (B) at least two (2) days prior to such Change in Recommendation, First Chester shall have effected an Auxilium provided to Tower a Notice of Recommendation Change of its intention to make such Change in Recommendation (which notice shall not be deemed to be, in accordance and of itself a Change in Recommendation), specifying in reasonable detail the circumstances for such proposed Change in Recommendation (it being understood and agreed that any change to such circumstances or any additional circumstances shall require the delivery of a new Notice of Recommendation Change and a new one-day period), and (C) during the two-day period following Tower’s receipt of a Notice of Recommendation Change, First Chester shall have given Tower the opportunity to meet with First Chester and its Representatives, and at Tower’s request, shall have negotiated in good faith regarding the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject possible revisions to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law as As promptly as practicable following the effectiveness of the Form S-4, Montage shall, in consultation with Marigold, in accordance with applicable Law and the Montage Organizational Documents, (i) establish a record date upon for, duly call and give notice of a meeting of the holders of shares of Montage Voting Common Stock (the “Montage Shareholder Meeting”) at which meeting Montage shall seek the Required Montage Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 becomes is declared effective for under the purpose of obtaining Auxilium Stockholder Approval Securities Act (or such later time as may be required by applicable Law), and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the DGCL Montage Shareholder Meeting. Subject to Section 6.11(b), Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote to be received at the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement. (b) QLT shall duly take all lawful action Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to call, give notice of, convene and hold the QLT Montage Shareholder Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montage, the Montage Board, its Representatives or the Montage Shareholders, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c), and this Agreement. (c) Subject Montage shall not submit to the terms vote of this Agreement, unless Auxilium its shareholders any Acquisition Proposal other than the Mergers. Unless the Montage Board shall have effected an Auxilium made a Montage Adverse Recommendation Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium6.11(c), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof Joint Proxy Statement/Prospectus shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior include a statement to the Auxilium effect that the Montage Board recommends that the holders of shares of Montage Voting Common Stock vote to approve the Montage Charter Amendment and the New Holdco Share Issuance (such recommendations collectively referred to as the “Montage Board Recommendation”). Montage shall not, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meetingafter consultation with Marigold, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay adjourn or postpone the Auxilium Montage Shareholder Meeting could would reasonably be reasonably likely expected to be inconsistent with the fiduciary duties a violation of the Auxilium Board of Directors under applicable Laws Law or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus, or Form S-4; and (ii) QLT if as of the time for which the Montage Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Montage Voting Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Montage Shareholder Meeting. (b) As promptly as practicable following the effectiveness of the Form S-4, Marigold shall, in consultation with Montage, in accordance with applicable Law and the Marigold’s bylaws, (i) establish a record date for, duly call and give notice of a meeting of the holders of Marigold Common Shares (the “Marigold Shareholder Meeting”) at which meeting Marigold shall seek the Required Marigold Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) except as otherwise permitted by this Section 6.2(b), within forty (40) days of such record date, convene and hold the Marigold Shareholder Meeting. Subject to adjournSection 6.10(c), delay Marigold shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause each of the Required Marigold Vote to be received at the Marigold Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Marigold’s obligation to call, give notice of, convene and hold the Marigold Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(b) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Marigold, the Marigold Board, its Representatives or the Marigold Shareholders, or by any Marigold Adverse Recommendation Change, and Marigold shall not submit to the vote of its shareholders any Acquisition Proposal other than the Second Merger. Unless the Marigold Board shall have made a Marigold Adverse Recommendation Change in accordance with Section 6.10(c), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Marigold Board recommends that the holders of shares of Marigold Common Shares vote to adopt this Agreement (such recommendation is referred to as the “Marigold Board Recommendation”). Marigold shall not, without the prior written consent of Montage, adjourn or postpone convening the QLT Meeting if in Marigold Shareholder Meeting; provided that Marigold may, without the good faith judgment prior written consent of Montage, adjourn or postpone the QLT Board of Directors (Marigold Shareholder Meeting, after consultation with its outside legal advisorsMontage, (i) if the failure to adjourn, delay adjourn or postpone the QLT Marigold Shareholder Meeting could would reasonably be reasonably likely expected to be inconsistent with the fiduciary duties a violation of the QLT Board of Directors under applicable Laws Law or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus, or Form S-4(ii) if as of the time for which the Marigold Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient Marigold Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Marigold Shareholder Meeting. (jc) Auxilium Marigold and QLT will each provide notice Montage shall use their reasonable best efforts to schedule the other of Marigold Shareholder Meeting and the Auxilium Montage Shareholder Meeting or to occur on the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meetingsame date.

Shareholder Meetings. (a) Auxilium Newcourt and CIT each shall duly take all lawful action steps necessary to duly call, give notice of, convene and hold Auxilium Meeting in accordance a meeting of its respective shareholders to be held as soon as is reasonably practicable after the constating documents issuance of Auxilium and applicable Law as promptly as practicable following the date upon which the Form S-4 becomes effective Interim Order for the purpose of obtaining Auxilium Stockholder Approval as required by voting upon the DGCL approval of (a) the Plan of Arrangement and this Agreement. the consummation of the transactions contemplated thereby (the "Newcourt Shareholder Matters"), in the case of Newcourt, and (b) QLT shall duly take all lawful action the issuance of shares of CIT Common Stock pursuant to callthis Agreement and the Plan of Arrangement, give notice ofupon exchange of Exchangeable Shares and upon exercise of the Replacement Options, convene and hold the QLT Meeting CIT Transition Option Plan (collectively, the "CIT Shareholder Matters"), in accordance the constating documents case of QLT and applicable LawCIT. CIT will and, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject subject to the terms penultimate sentence of this AgreementSection 7.3, unless Auxilium shall have effected an Auxilium Change Newcourt will, through its respective Board of Recommendation in accordance with the terms of this AgreementDirectors, Auxilium shall use recommend to its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the respective shareholders (x) approval of the Merger and this Agreement by Auxilium Stockholders including using Newcourt Shareholder Matters, in the services case of investment dealers and proxy solicitation agentsNewcourt, and take all (y) approval of the CIT Shareholder Matters, in the case of CIT, and, in each case, such other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall matters as may be submitted to Auxilium Stockholders at its shareholders in connection with this Agreement. Neither the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors of either party nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium)modify, or propose publicly to withdraw (or modify modify, in any a manner adverse to Auxilium)the other party, the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium approval or recommendation by such Board of Directors or such committee of the Newcourt Shareholder Matters, in the case of Newcourt, or the CIT Shareholder Matters, in the case of CIT, and neither the Board of Directors of Newcourt nor any committee thereof shall withdraw (i) approve or modify in any manner adverse to QLT)recommend, or propose publicly to withdraw approve or recommend, any Acquisition Proposal, or (ii) cause Newcourt to enter into any letter of intent, agreement in principle, acquisition agreement or modify other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (of Newcourt determines in good faith, after consultation with outside counsel, that in light of a Superior Proposal it is necessary to do so in order to comply with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of to Newcourt and to Newcourt's shareholders under applicable law, the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for of Newcourt may terminate this Agreement solely in order to concurrently enter into an Acquisition Agreement with respect to a Superior Proposal, but only after the distribution fifth day following CIT's receipt of any required or appropriate supplement or amendment to written notice advising CIT that the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation of Newcourt is prepared to accept a Superior Proposal, and only if, during such five-day period, if CIT so elects, Newcourt and its advisors shall have negotiated in good faith with its outside legal advisors) CIT to make such adjustments in the failure terms and conditions of this Agreement as would enable CIT to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent proceed with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment transactions contemplated herein on such adjusted terms. Newcourt and CIT shall coordinate and cooperate with respect to the Joint Proxy Statement/Circular or Form S-4foregoing matters with a view toward, among other things, holding the respective meetings of each party's shareholders on the same day. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law as As promptly as practicable following after the date upon which the Form S-4 becomes effective for the purpose of obtaining Auxilium Stockholder Approval as required by the DGCL and this Agreement. (b) QLT shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject to the terms execution of this Agreement, unless Auxilium the Company and Pan Pacific shall have effected an Auxilium Change of Recommendation in accordance cooperate with each other regarding, and, prepare and file with the terms of this AgreementSEC, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT Prospectus and Pan Pacific shall be permitted to adjournprepare and file the Registration Statement, provided that Pan Pacific may delay or postpone convening the QLT Meeting if in the good faith judgment filing of the QLT Board Registration Statement until approval of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus by the SEC. The Company and Pan Pacific will cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Pan Pacific and the Company shall use all reasonable efforts to have or Form S-4. cause the Joint Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and Pan Pacific shall cause its respective Representatives to fully cooperate with the other Party and its respective Representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other Party with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. The Company hereby agrees that the recommendations of the Company Board described in Section 3.20 (j) Auxilium and QLT will each provide notice subject to the other right of the Auxilium Meeting Company Board to withdraw, amend or modify such recommendation in accordance with Section 6.3) may be included in the QLT MeetingRegistration Statement and the Joint Proxy Statement/Prospectus. Pan Pacific shall use commercially reasonable best efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Pan Pacific Common Stock pursuant to the Merger and will pay all filing fees incident thereto. As promptly as practicable after the Registration Statement becomes effective, respectively, the Company and Pan Pacific shall allow Representatives of cause the other and its counsel Joint Proxy Statement/Prospectus to attend the applicable meetingbe mailed to their respective shareholders or stockholders.

Shareholder Meetings. (a) Auxilium Each of HCC and Focus shall duly take all lawful action necessary in accordance with applicable Law and their respective Articles of Incorporation, Bylaws or similar organizational documents to duly call, give notice of, convene and and, as soon as practicable but not later than forty-five (45) days after the Registration Statement is declared effective, hold Auxilium Meeting a meeting of its shareholders and, except as otherwise provided in accordance this Section 5.06, use its reasonable best efforts to take such other actions necessary to obtain the constating documents of Auxilium and applicable Law relevant shareholder approvals, in each case as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining Auxilium Stockholder Approval as required by the DGCL and this Agreement. (b) QLT shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval Requisite HCC Vote, in accordance the case of HCC, and the Requisite Focus Vote. Focus and HCC shall cooperate to schedule and convene the Focus Meeting and the HCC Meeting on the same date. Focus (in consultation with HCC) shall set a single date for persons entitled to notice of and to vote at the Focus Meeting and shall not change such record date (whether in connection with the applicable Laws Focus Meeting or any adjournment or postponement thereof) without the prior consent of HCC. (b) Except in the case of a Change in Recommendation permitted by Section 5.06(f), Focus shall solicit, and use its reasonable best efforts to obtain, the Requisite Focus Vote at the Focus Meeting. Subject to Section 5.06(f), Focus shall (i) through the Focus Board, recommend to its shareholders adoption of this AgreementAgreement (the “Focus Board Recommendation”), (ii) include such recommendation in the Joint Proxy Statement/Prospectus and (iii) use reasonable best efforts to obtain the Focus Requisite Vote from its shareholders. Focus hereby acknowledges its obligation to submit this Agreement to its shareholders at the Focus Meeting as provided in this Section 5.06. (c) HCC shall solicit, and use its reasonable best efforts to obtain, the Requisite HCC Vote at the HCC Meeting. HCC shall (i) through its Board of Directors, recommend to its shareholders approve the issuance of the HCC Common Stock in connection with the Merger for purposes of NASDAQ Listing Rule 5635 and Section 1201(b) of the CGCL, and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. (d) Focus and HCC shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of Focus and HCC. If at any time following the dissemination of the Joint Proxy Statement/Prospectus (i) Focus reasonably determines in good faith that the Requisite HCC Vote is unlikely to be obtained at the HCC Meeting, or (ii) HCC reasonably determines in good faith that the Requisite Focus Vote is unlikely to be obtained at the Focus Meeting, then prior to the vote contemplated having been taken such party may request that the other party adjourn or postpone its meeting for up to forty-five (45) days from then-scheduled date and the other party shall comply with such request; provided, however, that Focus or HCC, as applicable, shall be required to adjourn or postpone its meeting on only one occasion. During any such period of adjournment or postponement, Focus and HCC shall continue in all respects to comply with their obligations under this Section 5.06 and, subject to Section 5.06, shall in good faith use reasonable best efforts to obtain shareholder approval or negotiate a restructuring of the Contemplated Transactions, including the Merger (it being understood that neither party shall have any obligation to alter or change the amount or kind of the Merger Consideration in a manner adverse to such party or its shareholders) and, subject to this Section 5.06, seek to obtain the Requisite HCC Vote or the Requisite Focus Vote, as applicable. Except as set forth in this Section 5.06, no party shall have the obligation to postpone or adjourn its shareholder meeting. (e) Subject to Section 5.06(f), neither the Focus Board nor any committee thereof shall (i) withdraw, modify, amend or qualify the Focus Board Recommendation in a manner adverse to HCC (it being understood that the failure of the Focus Board Recommendation to be unanimous shall constitute a withdrawal, modification, amendment or qualification that is adverse to HCC), (ii) adopt or propose a resolution to withdraw, amend or qualify the Focus Board Recommendation in a manner adverse to HCC, (iii) take any other action that is or becomes disclosed publicly and which can reasonably be interpreted to indicate that the Focus Board or any committee thereof does not support the Merger and this Agreement or does not believe that the Merger and this Agreement are in the best interests of Focus’s shareholders (it being understood that taking a neutral position or no position with respect to any Acquisition Proposal shall constitute an adverse modification), (iv) publicly announce its intention to withdraw, modify, amend or qualify the Focus Board Recommendation in a manner adverse to HCC, (v) fail to reaffirm without qualification the Focus Board Recommendation, or fail to state publicly without qualification that the Merger and this Agreement are in the best interests of Focus’s shareholders, within five (5) business days after HCC requests in writing that such action be taken, (vi) fail to announce publicly, within ten (10) business days after a tender offer or exchange offer relating to securities of Focus shall have been commenced, that the Focus Board recommends rejection of such tender or exchange offer, (vii) fail to issue, within ten (10) business days after an Acquisition Proposal is publicly announced, a press release announcing its opposition to such Acquisition Proposal, (viii) approve, endorse, or recommend any Acquisition Proposal, or (ix) resolve or propose to take any action described in clauses (i) through (viii) of this sentence (each of the foregoing actions described in clauses (i) through (viii) of this sentence being referred to as a “Change in Recommendation”). (f) Notwithstanding anything to the contrary in Section 5.06(e) or elsewhere in this Agreement, at any time prior to obtaining the Requisite Focus Vote, the Focus Board may effect a Change of Recommendation with respect to an Acquisition Proposal, if (i) Focus has complied with its obligations under Section 5.04 and 5.06(a), (b) and (d), (ii) the Focus Board receives an unsolicited bona fide, written Acquisition Proposal from any person that is not withdrawn, and (iii) a majority of the entire Focus Board determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal; provided, however, that (A) a majority of the entire Focus Board determines in good faith, after consultation with its outside legal counsel, that the failure of the Focus Board to take such action would be or would reasonably likely to be a violation of its fiduciary duties to the shareholders of Focus under applicable Law, and (B) (1) Focus provides HCC prior written notice at least five (5) business days (or such longer period as it may be extended upon the modification or amendment of the Acquisition Proposal as contemplated below) prior to taking such action, which notice shall state that the Focus Board has received a Superior Proposal and, absent any revision to the terms and conditions of this Agreement, the Focus Board has resolved to effect a Change of Recommendation, which notice shall specify the basis for such Change of Recommendation or termination, including the material terms of the Superior Proposal and the proposed documents and agreements to effect the Superior Proposal (a “Notice of Superior Proposal”) (it being understood that such Notice of Superior Proposal shall not in and of itself be deemed a Change of Recommendation); (2) during such five (5) business day period (as it may be extended upon the modification or amendment of the Acquisition Proposal as contemplated below), Focus negotiates in good faith (including by making its officers, directors and its financial and legal advisors reasonably available to negotiate) with HCC (to the extent that HCC wishes to negotiate) to enable HCC to make an offer that is at least as favorable to the shareholders of Focus so that such Acquisition Proposal would cease to constitute a Superior Proposal; and (3) at the end of such five (5) business day period (as it may be extended upon the modification or amendment of the Acquisition Proposal as contemplated below, or such earlier time that HCC advises Focus in writing that it no longer wishes to negotiate to amend this Agreement), a majority of the entire Focus Board, after taking into account any modifications to the terms of this AgreementAgreement and the Merger agreed to by HCC after receipt of such notice, unless Auxilium shall have effected an Auxilium Change continues to believe (after consultation with its independent financial advisors and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal and, after consultation with its outside legal counsel, that the failure to accept the Acquisition Proposal would or would reasonably likely to result in a violation of Recommendation in accordance with its fiduciary duties to Focus shareholders under applicable Law. In the event of any revisions to the terms of this Agreement, Auxilium shall use its commercially reasonable efforts an Acquisition Proposal giving rise to solicit from Auxilium Stockholders proxies in favour the Notice of the Auxilium Stockholder Approval and take all other actions Superior Proposal that are reasonably necessary or desirable material to obtain such Acquisition Proposal after the approval Notice of Superior Proposal has been given to HCC, such revisions shall be deemed a new Acquisition Proposal and Focus shall be required to deliver a new Notice of Superior Proposal to HCC and to comply with the Merger and requirements of this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, Section 5.06(f) with respect to such solicitation new Acquisition Proposal, provided, however, that the notice period of clause (f)(iii)(B)(1) shall be reduced to three (3) business days. (g) Nothing in Section 5.06(f) shall be interpreted to excuse Focus and the Focus Board from complying with its unqualified obligation to submit this Agreement to its shareholders at the Focus Meeting and Focus shall not submit to the vote of its shareholders at or prior to the Focus Meeting any Acquisition Proposal other actionsthan the Merger. Unless Without limiting the foregoing, if the Focus Board has withdrawn or modified the Focus Board Recommendation as permitted by Section 5.06(f), then, unless this Agreement has been terminated in accordance with ARTICLE VIISection 7.01, subject to Section 2.4(a) the Focus Board shall submit this Agreement shall be submitted to Auxilium Stockholders at Focus’s shareholders without recommendation (although the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of resolutions adopting this Agreement (including Section 6.2as of the date hereof may not be rescinded or amended), QLT shall use in which event the Focus Board may communicate the basis for its commercially reasonable efforts lack of a recommendation to solicit from the QLT Shareholders proxies Focus’s shareholders in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus or Form S-4; and (ii) QLT shall be permitted to adjourn, delay an appropriate amendment or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment thereto to the Joint Proxy Statement/Circular or Form S-4extent required by applicable Law. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. PROXY MATERIALS; FORM S-4 (a) Auxilium Unless the Board of Directors of Checkmate shall take any action permitted by the third sentence of this Section 5.7(a) or the Board of Directors of IVI shall take any action permitted by the third sentence of Section 5.7(b), Checkmate shall cause a meeting of its shareholders (the "Checkmate Shareholders' Meeting") to be duly called and held as soon as reasonably practicable after the date of this Agreement for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Checkmate Shareholder Approval"). Except as provided in the next sentence, the Board of Directors of Checkmate shall recommend approval and adoption of this Agreement and the Merger by the shareholders of Checkmate. The Board of Directors of Checkmate shall be permitted to (i) not recommend to Checkmate's shareholders that they give the Checkmate Shareholder Approval, (ii) withdraw or modify in a manner adverse to IVI its recommendation to Checkmate's shareholders that they give the Checkmate Shareholder Approval, or (iii) cancel the Checkmate Shareholders' Meeting, but in each of cases (i), (ii) and (iii) only if and to the extent that Checkmate has complied with Section 10.2(a) and a Superior Proposal with respect to Checkmate is pending at the time Checkmate's Board of Directors determines to take all lawful any such action or inaction. In connection with the Checkmate Shareholders' Meeting, Checkmate (iv) will promptly prepare and file with the SEC, will use its reasonable best efforts to call, give notice of, convene have cleared by the SEC and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law will thereafter mail to its shareholders as promptly as practicable following a proxy statement and all other materials for such meeting (the date upon which "Checkmate Proxy Statement"), (v) will use its reasonable best efforts, subject to the Form S-4 becomes effective for immediately preceding sentence, to obtain the purpose of obtaining Auxilium Stockholder Approval as required by the DGCL and this AgreementCheckmate Shareholder Approval, and (vi) will otherwise comply with all legal requirements applicable to such meeting. (b) QLT Unless the Board of Directors of IVI shall take any action permitted by the third sentence of this Section 5.7(b) or the Board of Directors of Checkmate shall have taken any action permitted by the third sentence of Section 5.7(a), IVI shall cause a meeting of its shareholders (the "IVI Shareholders' Meeting") to be duly take all lawful action to call, give notice of, convene called and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, held as promptly soon as reasonably practicable following after the date upon which the Form S-4 becomes effective of this Agreement for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject to the terms of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain voting on the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms adoption of this Agreement and the Arrangement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT "IVI Shareholder Approval"). Except as provided in the next sentence, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof of IVI shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), recommend approval and adoption of this Agreement and the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Arrangement by IVI's shareholders. The Board of Directors nor any committee thereof of IVI shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives.permitted to (i) Subject not recommend to IVI's shareholders that they give the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; andIVI Shareholder Approval, (ii) QLT shall be permitted withdraw or modify in a manner adverse to adjournCheckmate its recommendation to IVI's shareholders that they give the IVI Shareholder Approval, delay or postpone convening or (iii) cancel the QLT Meeting IVI Shareholders' Meeting, but in each of cases (i), (ii) and (iii) only if in and to the good faith judgment of extent that IVI has complied with Section 10.2(a) and a Superior Proposal with respect to IVI is pending at the QLT time IVI's Board of Directors (after consultation with its outside legal advisors) the failure determines to adjourn, delay take any such action or postpone the QLT Meeting could be reasonably likely to be inconsistent inaction. In connection with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT IVI Shareholders' Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.IVI

Shareholder Meetings. 7.5.1 As promptly as practicable after the date hereof, the Principal Shareholders shall use their respective Best Efforts to obtain the written approval of each other holder of Company Stock to this Agreement and the transactions contemplated hereby. 7.5.2 As promptly as practicable after the date hereof, the Parent shall prepare and file with the Commission the Proxy Statement. The Proxy Statement shall contain, among other things, the proposals of the Parent's Board of Directors to (ai) Auxilium elect Xxxxx and Xxxxxxx as directors of the Parent , (ii) issue the Merger Shares in connection with the Merger and (iii) increase the number of shares of Parent Common Stock available for issuance under the Parent's 1998 Stock Incentive Plan from 3,000,000 to 4,000,000 shares. The Parent shall duly take all lawful action use its Best Efforts to call, give notice of, convene and hold Auxilium Meeting in accordance file a definitive Proxy Statement with the constating documents of Auxilium and applicable Law Commission as promptly as practicable following after such initial filing, and promptly thereafter the Parent shall mail the definitive Proxy Statement to the holders of Parent Common Stock. The Company and the Parent shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, or any other statement, filing, notice or application made by or on behalf of the Company or the Parent to any third party and/or any Government Authority in connection with the transactions contemplated by this Agreement. The Parent shall take all necessary or appropriate action under the DGCL and the Charter Documents of the Parent to call the Parent Stockholders Meeting, to be held at the earliest practicable date upon which the Form S-4 becomes effective for the purpose of obtaining Auxilium Stockholder Approval as required by seeking the DGCL and this Agreement. (b) QLT shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject to the terms of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Parent Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT The Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event Parent shall provide such number promptly upon recommend that the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed stockholders of the number of proxy votes received Parent vote in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment favor of the Auxilium Board of Directors (after consultation with its outside legal advisors) matters that are the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties subject of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4Parent Stockholder Approval. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining Auxilium Stockholder Approval as required by the DGCL and this Agreement. (b) QLT shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject to the terms of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium Each Party shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour cause the Company Meeting and the Acquiror Meeting (as applicable) to occur on the same date as soon as reasonably practicable after the procurement of the Auxilium Stockholder Approval Interim Order and take all other actions that are reasonably necessary or desirable to obtain SEC Clearance and the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agentsForm S-4 has become effective, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Company Requisite Shareholder Approval, Vote in the case of Company and nothing contained herein shall be deemed to relieve QLT the Acquiror Requisite Shareholder Vote in the case of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2Acquiror. Except as required by Law or required by its shareholders, neither the QLT Board of Directors Acquiror nor any committee thereof Company shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay postpone or cancel (or propose for adjournment, postponement, delay postponement or cancellation) its shareholders’ meeting without the QLT prior written consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); provided that the shareholders’ meetings may be adjourned, postponed or cancelled if, on the date of the scheduled meeting, there exists an Acquisition Proposal that constitutes a Superior Proposal as to which the Party that is not the recipient of a Superior Proposal has a right to negotiate and make adjustments pursuant to Section 4.10. Company shall use commercially reasonable efforts to solicit the approval of the Arrangement Resolution by the Company Requisite Shareholder Vote, and Acquiror shall use commercially reasonable efforts to solicit the approval of the transactions contemplated by this Agreement by the Acquiror Requisite Shareholder Vote. (b) The Board of Directors of Company shall recommend approval of the Arrangement Resolution by the shareholders of Company to the effect set forth in Section 2.19, and the Board of Directors of Acquiror shall recommend approval of the transactions contemplated by this Agreement by the shareholders of Acquiror to the effect set forth in Section 3.19. The Board of Directors of each Party shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to the other Party such recommendation or take any action or make any statement in connection with the Company Meeting or the Auxilium Meeting, Acquiror Meeting (as applicable) inconsistent with such recommendation, without the other including a recommendation by such Party's prior written consent’s Board of Directors of an Acquisition Proposal (collectively, a “Change in each caseRecommendation”); provided, that: (i) Auxilium shall be permitted to adjournhowever, delay or postpone convening that the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) of such Party may make a Change in Recommendation in accordance with, and subject to the failure limitations set forth in, Section 4.10. Absent a Change in Recommendation in accordance with, and subject to adjournthe limitations set forth in, delay or postpone Section 4.10, the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment a Party shall reconfirm its recommendation to the Joint Proxy Statement/Circular effect set forth in Section 2.19 or Form S-4; and Section 3.19 (iias applicable) QLT shall be permitted within five Business Days after a written request to adjourn, delay do so by the other Party (or postpone convening the QLT Meeting if in the good faith judgment such longer period as is reasonably necessary for such Party to provide adequate notice of the QLT meeting of the Board of Directors (after consultation with its outside legal advisors) of such Party at which authorization to effect such reconfirmation will be obtained), provided that the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws shall not be required to reconfirm its recommendation after a prior reconfirmation unless, since such prior reconfirmation, an Acquisition Proposal is made or not allow sufficient time under applicable Laws a material change in a previously disclosed Acquisition Proposal is made. Notwithstanding any Change in Recommendation or the existence of any Acquisition Proposal or any Superior Proposal, each Party shall cause this Agreement (and, in the case of Company, the Arrangement Resolution) to be submitted to its shareholders at the Company Meeting or Acquiror Meeting (as applicable) for the distribution purpose of any required or appropriate supplement or amendment to approving the Joint Proxy Statement/Circular or Form S-4Arrangement (and, in the case of Company, the Arrangement Resolution). (jc) Auxilium and QLT will each provide notice to the other Acquiror shall vote any shares of common stock of Acquiror Sub owned by it or any of its Subsidiaries in favor of the Auxilium Meeting adoption and approval of this Agreement at the meeting of shareholders of Acquiror Sub, at which this Agreement shall be submitted for adoption and approval and at all adjournments or the QLT Meetingpostponements thereof (or, respectivelyif applicable, and shall allow Representatives by any action of the other and its counsel to attend the applicable shareholders of Acquiror Sub by consent in lieu of a meeting).

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law as As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and its organizational documents, (i) establish a record date upon (the "Company Record Date") for, duly call and give notice of an extraordinary general meeting of the shareholders of the Company entitled to vote on the Transactions (the "Company Shareholder Meeting") at which meeting the Company shall seek the Company Shareholder Approval, which record date shall be no later than 10 days after the date on which the Form S-4 becomes Registration Statement is declared effective under the Securities Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the purpose Company Shareholder Meeting) to be mailed to its shareholders and (iii) as promptly as practicable and in any event within 45 days after the date of obtaining Auxilium Stockholder Approval as required by mailing of the DGCL and this Agreement. (b) QLT shall Joint Proxy Statement/Prospectus, duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Company Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Meeting. Subject to Section 6.04, the terms of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium Company shall use its commercially reasonable best efforts to solicit from Auxilium Stockholders proxies in favour take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Shareholder Approval to be received at the Company Shareholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Shareholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Shareholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn, postpone or delay the commencement or conclusion of the Auxilium Stockholder Approval and take all other actions Company Shareholder Meeting, after consultation with Parent, if the Company believes in good faith that are reasonably necessary such adjournment, postponement or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are delay is reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT allow reasonable additional time to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a(A) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders additional proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Company Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. or (eB) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor distribute any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus that the Company Board has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or Form S-4; andamendment to be reviewed by the Company's shareholders prior to the Company Shareholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, Parent shall, in consultation with the Company, in accordance with Applicable Law and its organizational documents, (i) establish a record date (the "Parent Record Date") for, duly call and give notice of an extraordinary general meeting of the shareholders of Parent to vote on the Authorized Share Capital, the Parent Share Issuance, the related amendments to Parent's articles of association in connection therewith, any other Transactions (as necessary) and one or more "routine" matters under the rules of the New York Stock Exchange (the "Parent Shareholder Meeting") at which meeting Parent shall seek the Parent Shareholder Approval, (ii) QLT cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Shareholder Meeting) to be mailed to its shareholders within 10 days after the date on which the Registration Statement is declared effective under the Securities Act (the "Mailing Date") and (iii) as promptly as practicable and in any event within 45 days after the Mailing Date, duly convene and hold the Parent Shareholder Meeting. Parent shall use its reasonable best efforts to take, or cause to be permitted taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Shareholder Approval to be received at the Parent Shareholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Shareholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Shareholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn, postpone or postpone convening delay the QLT Meeting commencement or conclusion of the Parent Shareholder Meeting, after informing the Company, if Parent believes in the good faith judgment of that such adjournment, postponement or delay is reasonably necessary to allow reasonable additional time to (A) obtain a quorum, (B) solicit additional proxies necessary to obtain the QLT Board of Directors Parent Shareholder Approval, or (after consultation with its outside legal advisorsC) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of distribute any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus that Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or Form S-4amendment to be reviewed by Parent's shareholders prior to the Parent Shareholder Meeting. (jc) Auxilium and QLT will each provide notice Notwithstanding (i) any Adverse Recommendation Change, (ii) the public proposal or announcement or other submission to the other Company or any of its Representatives of an Acquisition Proposal or (iii) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Auxilium Meeting or the QLT Meeting, respectively, Company and Parent under Section 8.02 and this Section 8.03 shall allow Representatives of the other continue in full force and its counsel to attend the applicable meetingeffect.

Shareholder Meetings. (a) Auxilium Subject to the terms of this Agreement, Aegerion shall duly take all lawful action to call, give notice of, convene and hold Auxilium the Aegerion Meeting in accordance with the constating documents certificate of Auxilium incorporation and bylaws of Aegerion and applicable Law as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining Auxilium the Aegerion Stockholder Approval as required by the DGCL and this Agreement. Aegerion shall establish a record date for the Aegerion Meeting (which shall be the same date as the record date for the QLT Meeting) and shall commence a broker search pursuant to Section 14a-13 of the 1934 Exchange Act as promptly as practicable following the initial filing of the Form S-4 and shall schedule the Aegerion Meeting to be held within forty-five (45) days of the initial mailing of the Joint Proxy Statement/Circular. (b) Subject to the terms of this Agreement, QLT shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance with the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval and the QLT Stock Option Plan Approval in accordance with the applicable Laws and this Agreement. QLT shall establish a record date for the QLT Meeting (which shall be the same date as the record date for the Aegerion Meeting) and shall commence a broker search pursuant to Section 14a-13 of the 1934 Exchange Act as promptly as practicable following the initial filing of the Form S-4 and shall schedule the QLT Meeting to be held within forty-five (45) days of the initial mailing of the Joint Proxy Statement/Circular. (c) Subject to the terms of this AgreementAgreement (including Section 6.4), unless Auxilium Aegerion shall have effected an Auxilium Aegerion Change of Recommendation in accordance with the terms of this Agreement, Auxilium Aegerion shall use its commercially reasonable efforts to solicit from Auxilium Aegerion Stockholders proxies in favour favor of the Auxilium Aegerion Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders Aegerion Stockholders, including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium the Aegerion Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), unless QLT shall have effected a QLT Change of Recommendation in accordance with the terms of this Agreement, QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval favor of the QLT Shareholder Resolution Approval and the QLT Stock Option Plan Approval including, if reasonably requested by AuxiliumAegerion, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by AuxiliumAegerion, to solicit proxies in favour of the approval favor of the QLT Shareholder Resolution Approval and the QLT Stock Option Plan Approval and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and the QLT Stock Option Plan Approval and permit Auxilium Aegerion to assist, and consult with Auxilium Aegerion and keep Auxilium Aegerion apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to AuxiliumAegerion), or propose publicly to withdraw (or modify in any manner adverse to AuxiliumAegerion), the QLT Recommendation. (f) Unless there has been an Auxilium Aegerion Change of Recommendation in accordance with Section 6.4, neither the Auxilium Aegerion Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium the Aegerion Recommendation. (g) Auxilium Aegerion shall, prior to the Auxilium Aegerion Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Aegerion Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium Aegerion reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium Aegerion or its Representatives. (i) Subject to the terms of this Agreement, Auxilium Aegerion and QLT shall use commercially reasonable efforts to ensure that the Auxilium Aegerion Meeting will occur no more than two Business Days following the same day as the QLT Meeting. Each of Neither QLT and Auxilium nor Aegerion shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Aegerion Meeting, as applicable, without the other Party's ’s prior written consent, in each case; provided, that: (i) Auxilium Aegerion shall be permitted to adjourn, delay or postpone convening the Auxilium Aegerion Meeting (A) if in the good faith judgment of the Auxilium Aegerion Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Aegerion Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Aegerion Board of Directors under applicable Laws or not Laws, (B) to allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4, (C) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum or to obtain the Aegerion Stockholder Approval, to allow additional time for solicitation of proxies for purposes of obtaining a quorum or the Aegerion Stockholder Approval, as applicable or (D) to the extent necessary to ensure that the Aegerion Meeting shall occur at the same time as the QLT Meeting; provided that such adjournments, delays or postponements shall together last for no more than twenty (20) Business Days, subject to the mutual consent of the Parties; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting (A) if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws (B) to allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4, (C) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum or to obtain the QLT Shareholder Approval or the QLT Stock Option Plan Approval, to allow additional time for solicitation of proxies for purposes of obtaining a quorum or the QLT Shareholder Approval or QLT Stock Option Plan Approval, as applicable or (D) to the extent necessary to ensure that the QLT Meeting shall occur at the same time as the Aegerion Meeting; provided that such adjournments, delays or postponements shall together last for no more than twenty (20) Business Days, subject to the mutual consent of the Parties. (j) Auxilium Aegerion and QLT will each provide notice to the other of the Auxilium Aegerion Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium The Company shall duly promptly after the date hereof take all lawful action to call, give notice of, convene and hold Auxilium Meeting necessary in accordance with applicable law and its Articles of Incorporation and Bylaws to hold and convene a meeting of the constating documents of Auxilium and applicable Law as promptly as practicable following Company's shareholders (the "Company Shareholders' Meeting") on the date upon which the Form S-4 becomes effective for the purpose of obtaining Auxilium Stockholder Approval a Parent Shareholders' Meeting or prior thereto if it so chooses. Except as required by the DGCL SEC or applicable court order, the Company shall not postpone or adjourn (other than for the absence of a quorum) the Company Shareholders' Meeting without the consent of Parent. It is understood and this Agreementintended by the parties hereto that the Voting Agreement and the irrevocable proxies delivered to Parent by DEI are sufficient for Parent to approve the transactions contemplated hereby by the Company's stockholders, and neither DEI nor the Company shall in any way challenge the validity, enforceability or effectiveness of the Voting Agreement or proxies. Subject to Section 5.1(a), the Company and DEI shall take all other action necessary or advisable to secure the vote or consent of shareholders required by applicable law to effect the Mergers and the transactions contemplated hereby (the "Required Company Shareholder Vote"). (b) QLT Parent shall duly promptly after the date hereof take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval necessary in accordance with applicable law and its Articles of Incorporation and Bylaws to hold and convene a meeting of Parent's shareholders (the "Parent Shareholders' Meeting"). Except as required by the SEC or applicable Laws and this Agreement. court order, Parent shall not postpone or adjourn (cother than for the absence of a quorum) the Parent Shareholders' Meeting without the consent of the Company. Parent shall not in any way challenge the validity, enforceability or effectiveness of the voting agreements entered into by shareholders of Parent in connection with the Mergers. Subject to the terms of this AgreementSection 5.1(a), unless Auxilium Parent shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably action necessary or desirable advisable to obtain secure the approval vote or consent of shareholders required by applicable law to effect the Merger Mergers and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at transactions contemplated hereby (the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation"Required Parent Shareholder Vote"). (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law as As promptly as practicable following after the date upon which the Form S-4 becomes effective for the purpose of obtaining Auxilium Stockholder Approval as required by the DGCL and this Agreement. (b) QLT shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject to the terms execution of this Agreement, unless Auxilium the Company and Pan Pacific shall have effected an Auxilium Change of Recommendation in accordance cooperate with each other regarding, and, prepare and file with the terms of this AgreementSEC, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT Prospectus and Pan Pacific shall be permitted to adjournprepare and file the Registration Statement, PROVIDED that Pan Pacific may delay or postpone convening the QLT Meeting if in the good faith judgment filing of the QLT Board Registration Statement until approval of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus by the SEC. The Company and Pan Pacific will cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Pan Pacific and the Company shall use all reasonable efforts to have or Form S-4. cause the Joint Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and Pan Pacific shall cause its respective Representatives to fully cooperate with the other Party and its respective Representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other Party with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. The Company hereby agrees that the recommendations of the Company Board described in SECTION 3.20 (j) Auxilium and QLT will each provide notice subject to the other right of the Auxilium Meeting Company Board to withdraw, amend or modify such recommendation in accordance with SECTION 6.3) may be included in the QLT MeetingRegistration Statement and the Joint Proxy Statement/Prospectus. Pan Pacific shall use commercially reasonable best efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Pan Pacific Common Stock pursuant to the Merger and will pay all filing fees incident thereto. As promptly as practicable after the Registration Statement becomes effective, respectively, the Company and Pan Pacific shall allow Representatives of cause the other and its counsel Joint Proxy Statement/Prospectus to attend the applicable meetingbe mailed to their respective shareholders or stockholders.

Shareholder Meetings. (a) Auxilium MBI shall, and shall duly cause its Board of Directors to, (i) take all lawful action in accordance with the federal securities laws, the FBCA and the MBI Charter and the MBI Bylaws necessary to call, (A) call and give notice of, convene and hold Auxilium Meeting in accordance of a special meeting of MBI’s shareholders (the constating documents of Auxilium and applicable Law as promptly as practicable following the date upon which the Form S-4 becomes effective “MBI Shareholder Meeting”) for the purpose of obtaining Auxilium Stockholder seeking the MBI Shareholder Approval within five (5) Business Days following the date the Form S-4 is declared effective under the Securities Act (the “MBI Shareholder Meeting Notice Date”) and (B) use its commercially reasonable best efforts to schedule the MBI Shareholder Meeting to take place on the same date as required by the DGCL PHC Shareholder Meeting; (ii) use its reasonable best efforts to (x) cause the MBI Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the MBI Shareholder Approval; and (iii) subject to Section 6.7, include in the Proxy Statement the recommendation that the shareholders of MBI approve this Agreement (the “MBI Board Recommendation”). Notwithstanding anything to the contrary contained in this Agreement, MBI shall have an unqualified obligation to submit this Agreement to a vote of its shareholders at the MBI Shareholder Meeting. (b) QLT PHC shall, and shall duly cause its Board of Directors to, (i) take all lawful action in accordance with the federal securities laws, the FBCA and the PHC Charter and the PHC Bylaws necessary to call, (A) call and give notice of, convene and hold of a special meeting of PHC’s shareholders (the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective “PHC Shareholder Meeting”) for the purpose of obtaining seeking the QLT PHC Shareholder Approval in accordance with the applicable Laws and this Agreement. within five (c5) Subject to the terms of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT date the Form S-4 is declared effective under the Securities Act (the “PHC Shareholder Meeting Notice Date”) and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellationB) schedule the QLT PHC Shareholder Meeting or to take place on a date that is at least twenty (20) Business Days after the Auxilium Meeting, as applicable, without PHC Shareholder Meeting Notice Date; (ii) use its reasonable best efforts to (x) cause the other Party's prior written consent, in each casePHC Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the PHC Shareholder Approval; provided, that: and (iiii) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if include in the good faith judgment Proxy Statement the recommendation that the shareholders of PHC approve the Auxilium issuance of PHC Common Stock in connection with this Agreement and the Merger (the “PHC Board of Directors (after consultation with its outside legal advisorsRecommendation”) unless including the failure to adjourn, delay PHC Board Recommendation in the Proxy Statement would violate applicable law or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium PHC Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for Directors’ fiduciary duties, in which case it may omit the distribution of any required or appropriate supplement or amendment PHC Board Recommendation from the Proxy Statement. Notwithstanding anything to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT contrary contained in this Agreement PHC shall be permitted have an unqualified obligation to adjourn, delay or postpone convening submit the QLT Meeting if issuance of PHC Common Stock in connection with this Agreement and the good faith judgment Merger to a vote of its shareholders at the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4PHC Shareholder Meeting. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to The Shareholders will meet no less frequently than annually and may meet in person or by telephone conference call, give notice of, convene and hold Auxilium Meeting in accordance . The annual general meeting of the constating documents of Auxilium and applicable Law as promptly as practicable Company will be held within the 120 day period following the date upon which the Form S-4 becomes effective for the purpose end of obtaining Auxilium Stockholder Approval as required by the DGCL and this Agreementeach fiscal year. (b) QLT shall duly take all lawful action Meetings of the Shareholders will be at such place as the Shareholders may unanimously agree from time to time, otherwise by telephone conference call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws and this Agreement. (c) Subject Meetings of the Shareholders will be called by the Chairman upon at least 21 days’ notice to the terms of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with Shareholders. Any Shareholder may also request a meeting upon at least 21 days’ notice to the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of Company and the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligationShareholder. (d) Subject to the terms Notice of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT a Shareholder Resolution including, meeting may be waived if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT each Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders is represented at the QLT Meeting for meeting and all Shareholders present agree upon the purpose of obtaining waiver and upon the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligationproposed agenda. (e) Unless there has been a QLT Change Notice of Recommendation in accordance with Section 6.2all Shareholder meetings must specify the time and place of, neither and the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium)agenda for, the QLT Recommendationmeeting. No material item of business will be transacted at a Shareholder meeting unless the item appears on the agenda or unless all Shareholders unanimously agree to the item being added to the agenda. (f) Unless there has been A quorum for any Shareholder meeting will be present if both Shareholders are present or participating by telephone. A Shareholder will be deemed to be present or participating if its duly authorized representative, as notified to the Company, is present or participating. If a quorum is present at the meeting, the Shareholders will be competent to exercise all of the authorities, powers and discretions bestowed upon the Board under this Agreement. No business other than the adjournment or termination of the meeting will be transacted at any meeting unless a quorum is present at the commencement of the meeting but the quorum need not be present throughout the meeting. If within half an Auxilium Change hour from the time appointed for a meeting, a quorum is not present, the meeting will, at the election of Recommendation in accordance with Section 6.4the Shareholder who is present: (i) be dissolved; or (ii) be adjourned to the same place or for reconvening by the same method, neither as applicable, but on a date and at a time, to be fixed by the Auxilium Board Chairman before the adjournment, which will be not less than 24 hours following the adjournment. Notice of Directors nor any committee thereof shall withdraw (or modify in any manner adverse the adjourned meeting will be given to QLT)all Shareholders forthwith after the adjournment of the meeting. If at the adjourned meeting, or propose publicly to withdraw (or modify in any manner adverse to QLT)a quorum is not present within half an hour from the time appointed, Auxilium Recommendationthe Shareholder present will constitute a quorum. (g) Auxilium shallAll matters to be determined by the Shareholders hereunder will be determined at a Shareholders’ meeting as contemplated in this Article 3. Except with respect to decisions requiring unanimity hereunder, prior the Shareholders will decide every matter submitted to the Auxilium Meetingthem at a Shareholders’ meeting by simple majority vote, keep QLT reasonably informed of with each Shareholder entitled to cast the number of proxy votes received in respect which is equal to the number of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its RepresentativesShares held by it. (h) QLT shall, prior The Chairman will appoint a secretary for the meeting to the QLT Meeting, keep Auxilium reasonably informed take minutes of that meeting and circulate copies of the number of proxy votes received in respect of matters minutes, signed by the Chairman and secretary, to be acted upon at each Shareholder within 14 days after the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representativesmeeting. (i) Subject to Any decision made by obtaining the terms consent in writing of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting all Shareholders will occur no more than two Business Days following the QLT Meeting. Each of QLT be as valid as a decision made at a Shareholders’ meeting duly called and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4held. (j) Auxilium and QLT Each Shareholder will each provide notice to bear the other expenses incurred by its representatives in attending meetings of the Auxilium Meeting or Shareholders unless otherwise approved by both Shareholders. (k) The Shareholders may establish such other rules of procedure, not inconsistent with this Agreement, as the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meetingShareholders deem fit.

Shareholder Meetings. (a) Auxilium PEB shall, and shall duly cause its Board of Directors to, (i) take all lawful action in accordance with the securities laws, the laws of the State of California, the PEB Articles and the PEB Bylaws necessary to call, (A) call and give notice of, convene and hold Auxilium Meeting in accordance of a special meeting of its shareholders (the constating documents of Auxilium and applicable Law as promptly as practicable following the date upon which the Form S-4 becomes effective “PEB Shareholder Meeting”) for the purpose of obtaining Auxilium Stockholder seeking the PEB Shareholder Approval as required by the DGCL and this Agreement. within ten (b10) QLT shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable business days following the date upon which the Form S-4 becomes is declared effective for under the purpose of obtaining Securities Act and (B) schedule the QLT PEB Shareholder Approval in accordance with Meeting to take place on a date that is within forty (40) days after the applicable Laws and this Agreement. notice date; (cii) Subject subject to the terms of this AgreementSection 6.7, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable best efforts to solicit from Auxilium Stockholders proxies (x) cause the PEB Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the PEB Shareholder Approval; and (iii) subject to Section 6.7, include in favour the Proxy Statement the recommendation that the PEB shareholders approve this Agreement and the Merger (the “PEB Board Recommendation”). PEB shall adjourn or postpone the PEB Shareholder Meeting, if, as of the Auxilium Stockholder Approval and take all other actions that time for which such meeting is originally scheduled there are reasonably necessary insufficient shares of PEB Common Stock represented (either in person or desirable by proxy) to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably constitute a quorum necessary to obtain Auxilium Stockholder Approval and permit QLT conduct the business of such meeting. Notwithstanding anything to assistthe contrary herein, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless unless this Agreement has been terminated in accordance with ARTICLE VII, subject pursuant to Section 2.4(a) 8.1 prior to the scheduled time of the PEB Shareholder Meeting, the PEB Shareholder Meeting shall be convened and this Agreement shall be submitted to Auxilium Stockholders the shareholders of PEB at the Auxilium PEB Shareholder Meeting for the purpose of obtaining Auxilium Stockholder Approvalvoting on the adoption of this Agreement and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve Auxilium PEB of such obligation. (db) Subject BayCom shall, and shall cause its Board of Directors to, (i) take all action in accordance with the securities laws, the laws of the State of California, the BayCom Articles and the BayCom Bylaws necessary to (A) call and give notice of a special meeting of its shareholders (the terms “BayCom Shareholder Meeting”) for the purpose of this Agreement seeking the BayCom Shareholder Approval within ten (including Section 6.2), QLT shall 10) business days following the date the Form S-4 is declared effective under the Securities Act and (B) schedule the BayCom Shareholder Meeting to take place on a date that is within forty (40) days after the notice date; (ii) use its commercially reasonable best efforts to solicit from (x) cause the QLT Shareholders proxies BayCom Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the BayCom Shareholder Approval; and (iii) include in favour the Proxy Statement the recommendation that the BayCom shareholders approve this Agreement and the Merger (the “BayCom Board Recommendation”). BayCom shall adjourn or postpone the BayCom Shareholder Meeting, if, as of the approval time for which such meeting is originally scheduled there are insufficient shares of the QLT Shareholder Resolution including, if reasonably requested BayCom Common Stock represented (either in person or by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, proxy) to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably constitute a quorum necessary to obtain conduct the QLT Shareholder Approval and permit Auxilium business of such meeting. Notwithstanding anything to assistthe contrary herein, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless unless this Agreement has been terminated in accordance with ARTICLE VII, subject pursuant to Section 2.4(b)8.1 prior to the scheduled time of the BayCom Shareholder Meeting, the BayCom Shareholder Meeting shall be convened and this Agreement shall be submitted to the QLT Shareholders shareholders of BayCom at the QLT BayCom Shareholder Meeting for the purpose of obtaining voting on the QLT Shareholder Approvaladoption of this Agreement and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve QLT BayCom of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT . The BayCom Board of Directors shall at all times prior to and during the BayCom Shareholder Meeting recommend that the BayCom shareholders approve this Agreement. The Board of Directors of BayCom shall not (nor shall any committee thereof shall thereof) withdraw (or modify, in a manner adverse to PEB, the BayCom Board Recommendation or make or cause to be made any third party or public communication proposing or announcing an intention to withdraw or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), PEB the QLT BayCom Board Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. 8.1.1. The Company will (a) Auxilium shall duly as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, take all lawful action steps necessary to duly call, give notice of, convene and hold Auxilium Meeting a meeting of its shareholders (the “Company Shareholders’ Meeting”), for the purpose of considering this Agreement and the Merger, to approve termination of the Company Shareholders’ Agreement as of the Effective Time, and for such other purposes as may be, in accordance the constating documents Company’s reasonable judgment, necessary or desirable, and (b) subject to Section 6.10, have its Board of Auxilium Directors recommend approval of this Agreement to the Company shareholders (the “Company Recommendation”). Subject to Section 6.10.5, the Board of Directors of the Company shall use its commercially reasonable best efforts to obtain from the shareholders of the Company the required vote to approve the Merger, including by communicating to its shareholders its recommendation (and applicable Law including such recommendation in the Joint Proxy Statement-Prospectus) that they adopt and approve this Agreement and the transactions contemplated hereby. 8.1.2. Parent will (a) as promptly as practicable following after the date upon which the Form S-4 becomes Merger Registration Statement is declared effective for the purpose of obtaining Auxilium Stockholder Approval as required by the DGCL and this Agreement. (b) QLT shall duly SEC, take all lawful action steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the QLT Meeting in accordance the constating documents of QLT and applicable Law“Parent Shareholders’ Meeting”), as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining considering this Agreement and the QLT Shareholder Approval issuance of additional shares of Parent Common Stock in accordance with the applicable Laws Merger, and for such other purposes as may be, in Parent’s reasonable judgment, necessary or desirable, and (b) have its Board of Directors recommend approval to the Parent’s shareholders of this AgreementAgreement and the issuance of additional shares of Parent Common Stock in the Merger. (c) Subject to 8.1.3. Parent or the terms of this AgreementCompany shall adjourn or postpone the Parent Shareholders’ Meeting or Company Shareholders’ Meeting, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreementas applicable, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour if, as of the Auxilium Stockholder Approval and take all other actions that time for which such meeting is originally scheduled there are reasonably insufficient shares of such entity’s capital stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or desirable if on the date of such meeting Parent or the Company, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the approval of the Merger and vote required to approve this Agreement by Auxilium Stockholders including using and the services transactions contemplated hereby; provided, however that no more than one adjournment for a period of investment dealers and proxy solicitation agentsnot more than 30 days shall be required hereby. Notwithstanding anything to the contrary herein, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless unless this Agreement has been terminated in accordance with ARTICLE VIIits terms, subject to Section 2.4(a) this Agreement the Company Shareholders’ Meeting and Parent Shareholders’ Meeting shall be submitted to Auxilium Stockholders at the Auxilium Meeting convened for the purpose of obtaining Auxilium Stockholder Approvalpurposes set forth in this Section 8.1, and nothing contained herein shall be deemed to relieve Auxilium the Company or Parent of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. CFB will (a) Auxilium shall duly as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, take all lawful action steps necessary to duly call, give notice of, convene and hold Auxilium Meeting a meeting of its shareholders (the “CFB Shareholders Meeting”), for the purpose of considering this Agreement and the Merger, and for such other purposes as may be, in accordance CFB’s reasonable judgment, necessary or desirable, and (b) subject to Section 6.10, have its Board of Directors recommend approval of this Agreement to the constating documents CFB shareholders (the “CFB Recommendation”). Subject to Section 6.10.5, the Board of Auxilium Directors of CFB shall use its commercially reasonable best efforts to obtain from the shareholders of CFB the required vote to approve the Merger, including by communicating to its shareholders its recommendation (and applicable Law including such recommendation in the Proxy Statement-Prospectus) that they adopt and approve this Agreement and the transactions contemplated hereby. CFB will cause (a) Community First Bank to, as promptly as practicable following after the date upon which the Form S-4 becomes Merger Registration Statement is declared effective for the purpose of obtaining Auxilium Stockholder Approval as required by the DGCL and this Agreement. (b) QLT shall duly SEC, take all lawful action steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the QLT Meeting in accordance the constating documents of QLT and applicable Law“Community First Shareholders Meeting”), as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining considering the QLT Shareholder Approval Bank Merger Agreement and the Bank Merger, and for such other purposes as may be, in accordance with the applicable Laws reasonable judgment of Community First Bank, necessary or desirable, and this Agreement. (cb) Subject the Board of Directors of Community First Bank to recommend approval of the Bank Merger Agreement to the terms holders of this Agreement, unless Auxilium shall have effected an Auxilium Change the outstanding capital stock of Recommendation in accordance with Community First Bank (the terms “Community First Recommendation”). The Board of this Agreement, Auxilium Directors of CFB shall use its commercially reasonable best efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable cause Community First Bank to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour holders of its outstanding shares of capital stock the approval of required vote to approve the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Bank Merger Agreement, Auxilium shall use commercially reasonable efforts including by communicating the Community First Recommendation to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each shareholders of QLT Community First Bank (and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if including such recommendation in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii-Prospectus) QLT shall be permitted to adjourn, delay or postpone convening that they adopt and approve the QLT Meeting if in Bank Merger Agreement and the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4transactions contemplated hereby. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium Gulfstream shall, and shall duly cause its Board of Directors to, (i) take all lawful action in accordance with the federal securities laws, the FBCA and the Gulfstream Charter and the Gulfstream Bylaws necessary to call, (A) call and give notice of, convene and hold Auxilium Meeting in accordance of a special meeting of Gulfstream’s shareholders (the constating documents of Auxilium and applicable Law as promptly as practicable following the date upon which the Form S-4 becomes effective “Gulfstream Shareholder Meeting”) for the purpose of obtaining Auxilium Stockholder seeking the Gulfstream Shareholder Approval as required by within five (5) Business Days following the DGCL date the Form S-4 is declared effective under the Securities Act (the “Gulfstream Shareholder Meeting Notice Date”) and (B) schedule the Gulfstream Shareholder Meeting to take place on a date that is within thirty (30) days after the Gulfstream Shareholder Meeting Notice Date; (ii) use its commercially reasonable best efforts to (x) cause the Gulfstream Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the Gulfstream Shareholder Approval; and (iii) subject to Section 6.7, include in the Proxy Statement the recommendation that the shareholders of Gulfstream approve this Agreement (the “Gulfstream Board Recommendation”). Notwithstanding anything to the contrary contained in this Agreement, Gulfstream shall not be required to hold the Gulfstream Shareholder Meeting if this Agreement is terminated pursuant to Section 6.7 or Section 8.1 prior to the scheduled time of the Gulfstream Shareholder Meeting. (b) QLT shall duly take all lawful action to call, give notice of, convene and hold the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance In connection with the applicable Laws annual meeting of its shareholders to be held in 2014 (the “2014 CenterState Annual Meeting”), CenterState shall, and this Agreement. shall cause its Board of Directors to (csubject to CenterState’s Director Nomination and Shareholder Communication Policy (the “Nominations Policy”), (i) Subject nominate for election as directors of CenterState, to serve until the annual meeting of its shareholders to be held in 2015, the two former directors of Gulfstream added to the terms CenterState Board pursuant to Section 1.7 (for purposes of this Agreementsuch nominations, unless Auxilium shall have effected an Auxilium Change the two former directors of Recommendation in accordance with Gulfstream added to the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour CenterState Board as of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject Effective Time pursuant to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval1.7, and nothing contained herein shall be deemed to relieve Auxilium have satisfied all criteria for such nomination as set forth in the Nominations Policy in the absence of a specific finding of lack of fitness to serve attributable to conduct or performance occurring after the Effective Time), and (ii) shall recommend the election of such obligation. persons, among others, to a full one-year term as directors, and (diii) Subject shall include in its solicitation of proxies for use at such 2014 CenterState Annual Meeting a solicitation of proxies to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies be voted in favour favor of the approval election of such former Gulfstream directors as directors of CenterState at the QLT Shareholder Resolution including2014 CenterState Annual Meeting. In its capacity as the sole shareholder of CenterState Bank, if reasonably requested by AuxiliumN.A., using the services of investment dealers and proxy solicitation agentsCenterState shall, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT cause its Board of Directors nor any committee thereof shall withdraw to, elect as directors of CenterState Bank, N.A., at the annual meeting of its shareholders to be held in 2014 (or modify in any manner adverse and subject to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), CenterState’s Director Nomination and Shareholder Communication Policy ) the QLT Recommendation. (f) Unless there has been an Auxilium Change two former directors of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior Gulfstream added to the Auxilium MeetingCenterState Bank, keep QLT reasonably informed of the number of proxy votes received in respect of matters N.A. Board pursuant to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its RepresentativesSection 1.8. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening the QLT Meeting if in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law as As promptly as practicable following the effectiveness of the Form S-4, Montage shall, in consultation with Marigold, in accordance with applicable Law and the Montage Organizational Documents, (i) establish a record date upon for, duly call and give notice of a meeting of the holders of shares of Montage Voting Common Stock (the “Montage Shareholder Meeting”) at which meeting Montage shall seek the Required Montage Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 becomes is declared effective for under the purpose of obtaining Auxilium Stockholder Approval Securities Act (or such later time as may be required by applicable Law), and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the DGCL Montage Shareholder Meeting. Subject to Section 6.11(b), Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote to be received at the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement. (b) QLT shall duly take all lawful action Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to call, give notice of, convene and hold the QLT Montage Shareholder Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montage, the Montage Board, its Representatives or the Montage Shareholders, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c), and this Agreement. (c) Subject Montage shall not submit to the terms vote of this Agreement, unless Auxilium its shareholders any Acquisition Proposal other than the Mergers. Unless the Montage Board shall have effected an Auxilium made a Montage Adverse Recommendation Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium6.11(c), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof Joint Proxy Statement/Prospectus shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior include a statement to the Auxilium effect that the Montage Board recommends that the holders of shares of Montage Voting Common Stock vote to approve the Montage Charter Amendment and the New Holdco Share Issuance (such recommendations collectively referred to as the “Montage Board Recommendation”). Montage shall not, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meetingafter consultation with Marigold, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicable, without the other Party's prior written consent, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if in the good faith judgment of the Auxilium Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay adjourn or postpone the Auxilium Montage Shareholder Meeting could would reasonably be reasonably likely expected to be inconsistent with the fiduciary duties a violation of the Auxilium Board of Directors under applicable Laws Law or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus, or Form S-4; and (ii) QLT shall be permitted to adjourn, delay or postpone convening if as of the QLT time for which the Montage Shareholder Meeting if is originally scheduled (as set forth in the good faith judgment of the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular Prospectus) there are insufficient shares of Montage Voting Common Stock represented (either in person or Form S-4. (jby proxy) Auxilium and QLT will each provide notice to constitute a quorum necessary to conduct the other business of the Auxilium Meeting or the QLT Montage Shareholder Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium MBI shall, and shall duly cause its Board of Directors to, (i) take all lawful action in accordance with the federal securities laws, the FBCA and the MBI Charter and the MBI Bylaws necessary to call, (A) call and give notice of, convene and hold Auxilium Meeting in accordance of a special meeting of MBI’s shareholders (the constating documents of Auxilium and applicable Law as promptly as practicable following the date upon which the Form S-4 becomes effective “MBI Shareholder Meeting”) for the purpose of obtaining Auxilium Stockholder seeking the MBI Shareholder Approval within five (5) Business Days following the date the Form S-4 is declared effective under the Securities Act (the “MBI Shareholder Meeting Notice Date”) and (B) use its commercially reasonable best efforts to schedule the MBI Shareholder Meeting to take place on the same date as required by the DGCL PHC Shareholder Meeting; (ii) use its reasonable best efforts to (x) cause the MBI Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the MBI Shareholder Approval; and (iii) subject to Section 6.7, include in the Proxy Statement the recommendation that the shareholders of MBI approve this Agreement (the “MBI Board Recommendation”). Notwithstanding anything to the contrary contained in this Agreement, MBI shall have an unqualified obligation to submit this Agreement to a vote of its shareholders at the MBI Shareholder Meeting. (b) QLT PHC shall, and shall duly cause its Board of Directors to, (i) take all lawful action in accordance with the federal securities laws, the FBCA and the PHC Charter and the PHC Bylaws necessary to call, (A) call and give notice of, convene and hold of a special meeting of PHC’s shareholders (the QLT Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective “PHC Shareholder Meeting”) for the purpose of obtaining seeking the QLT PHC Shareholder Approval in accordance with the applicable Laws and this Agreement. within five (c5) Subject to the terms of this Agreement, unless Auxilium shall have effected an Auxilium Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure that the Auxilium Meeting will occur no more than two Business Days following the QLT Meeting. Each of QLT date the Form S-4 is declared effective under the Securities Act (the “PHC Shareholder Meeting Notice Date”) and Auxilium shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellationB) schedule the QLT PHC Shareholder Meeting or to take place on a date that is at least twenty (20) Business Days after the Auxilium Meeting, as applicable, without PHC Shareholder Meeting Notice Date; (ii) use its reasonable best efforts to (x) cause the other Party's prior written consent, in each casePHC Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the PHC Shareholder Approval; provided, that: and (iiii) Auxilium shall be permitted to adjourn, delay or postpone convening the Auxilium Meeting if include in the good faith judgment Proxy Statement the recommendation that the shareholders of PHC approve the Auxilium issuance of PHC Common Stock in connection with this Agreement TABLE OF CONTENTS​​ and the Merger (the “PHC Board of Directors (after consultation with its outside legal advisorsRecommendation”) unless including the failure to adjourn, delay PHC Board Recommendation in the Proxy Statement would violate applicable law or postpone the Auxilium Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Auxilium PHC Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for Directors’ fiduciary duties, in which case it may omit the distribution of any required or appropriate supplement or amendment PHC Board Recommendation from the Proxy Statement. Notwithstanding anything to the Joint Proxy Statement/Circular or Form S-4; and (ii) QLT contrary contained in this Agreement PHC shall be permitted have an unqualified obligation to adjourn, delay or postpone convening submit the QLT Meeting if issuance of PHC Common Stock in connection with this Agreement and the good faith judgment Merger to a vote of its shareholders at the QLT Board of Directors (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the QLT Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the QLT Board of Directors under applicable Laws or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4PHC Shareholder Meeting. (j) Auxilium and QLT will each provide notice to the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meeting.

Shareholder Meetings. (a) Auxilium shall duly take all lawful action to call, give notice of, convene and hold Auxilium Meeting in accordance the constating documents of Auxilium and applicable Law as As promptly as practicable following the effectiveness of the Form S-4, Mercury shall, in consultation with Laxxx, in accordance with applicable Law and the Mercury Organizational Documents, (i) establish a record date upon for, duly call and give notice of a meeting of the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 becomes is declared effective for under the purpose Securities Act, and (ii) within forty (40) days of obtaining Auxilium Stockholder Approval as required by such record date, convene and hold the DGCL Mercury Shareholder Meeting. Subject to Section 6.11(b), Mercury shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Mercury Vote to be received at the Mercury Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement. (b) QLT shall duly take all lawful action Agreement has been terminated pursuant to Section 8.1, Mercury’s obligation to call, give notice of, convene and hold the QLT Mercury Shareholder Meeting in accordance the constating documents of QLT and applicable Law, as promptly as practicable following the date upon which the Form S-4 becomes effective for the purpose of obtaining the QLT Shareholder Approval in accordance with the applicable Laws foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Mercury, the Mercury Board, its Representatives or the Mercury Shareholders, or by any Mercury Adverse Recommendation Change, and this Agreement. (c) Subject Mercury shall not submit to the terms vote of this Agreement, unless Auxilium its shareholders any Acquisition Proposal other than the Mergers. Unless the Mercury Board shall have effected an Auxilium made a Mercury Adverse Recommendation Change of Recommendation in accordance with the terms of this Agreement, Auxilium shall use its commercially reasonable efforts to solicit from Auxilium Stockholders proxies in favour of the Auxilium Stockholder Approval and take all other actions that are reasonably necessary or desirable to obtain the approval of the Merger and this Agreement by Auxilium Stockholders including using the services of investment dealers and proxy solicitation agents, and take all other actions reasonably requested by QLT that are reasonably necessary to obtain Auxilium Stockholder Approval and permit QLT to assist, and consult with QLT and keep QLT apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(a) this Agreement shall be submitted to Auxilium Stockholders at the Auxilium Meeting for the purpose of obtaining Auxilium Stockholder Approval, and nothing contained herein shall be deemed to relieve Auxilium of such obligation. (d) Subject to the terms of this Agreement (including Section 6.2), QLT shall use its commercially reasonable efforts to solicit from the QLT Shareholders proxies in favour of the approval of the QLT Shareholder Resolution including, if reasonably requested by Auxilium, using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by Auxilium, to solicit proxies in favour of the approval of the QLT Shareholder Resolution and take all other actions that are reasonably necessary to obtain the QLT Shareholder Approval and permit Auxilium to assist, and consult with Auxilium and keep Auxilium apprised, with respect to such solicitation and other actions. Unless this Agreement has been terminated in accordance with ARTICLE VII, subject to Section 2.4(b), this Agreement shall be submitted to the QLT Shareholders at the QLT Meeting for the purpose of obtaining the QLT Shareholder Approval, and nothing contained herein shall be deemed to relieve QLT of such obligation. (e) Unless there has been a QLT Change of Recommendation in accordance with Section 6.2, neither the QLT Board of Directors nor any committee thereof shall withdraw (or modify in any manner adverse to Auxilium), or propose publicly to withdraw (or modify in any manner adverse to Auxilium6.11(b), the QLT Recommendation. (f) Unless there has been an Auxilium Change of Recommendation in accordance with Section 6.4, neither the Auxilium Board of Directors nor any committee thereof Joint Proxy Statement/Prospectus shall withdraw (or modify in any manner adverse to QLT), or propose publicly to withdraw (or modify in any manner adverse to QLT), Auxilium Recommendation. (g) Auxilium shall, prior include a statement to the Auxilium Meeting, keep QLT reasonably informed of the number of proxy votes received in respect of matters to be acted upon at Auxilium Meeting, and in any event shall provide such number promptly upon the request of QLT or its Representatives. (h) QLT shall, prior to the QLT Meeting, keep Auxilium reasonably informed of the number of proxy votes received in respect of matters to be acted upon at the QLT Meeting, and in any event shall provide such number promptly upon the request of Auxilium or its Representatives. (i) Subject to the terms of this Agreement, Auxilium shall use commercially reasonable efforts to ensure effect that the Auxilium Meeting will occur no more than two Business Days following Mercury Board recommends that the QLT Meetingholders of shares of Mercury Voting Common Stock vote to approve the Mercury Charter Amendment and the New Holdco Share Issuance (such recommendations collectively referred to as the “Mercury Board Recommendation”). Each of QLT and Auxilium Mercury shall not adjourn, postpone, delay or cancel (or propose for adjournment, postponement, delay or cancellation) the QLT Meeting or the Auxilium Meeting, as applicablenot, without the other Party's prior written consentconsent of Laxxx, in each case; provided, that: (i) Auxilium shall be permitted to adjourn, delay adjourn or postpone convening the Auxilium Meeting if in Mercury Shareholder Meeting; provided that Mercury may, without the good faith judgment prior written consent of Laxxx, adjourn or postpone the Auxilium Board of Directors (Mercury Shareholder Meeting, after consultation with its outside legal advisors) Laxxx, if the failure to adjourn, delay adjourn or postpone the Auxilium Mercury Shareholder Meeting could would reasonably be reasonably likely expected to be inconsistent with the fiduciary duties a violation of the Auxilium Board of Directors under applicable Laws Law or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Prospectus. (b) As promptly as practicable following the effectiveness of the Form S-4; and , Laxxx xhall, in consultation with Mercury, in accordance with applicable Law and the Laxxx XLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of Laxxx Xommon Shares (the “Laxxx Xhareholder Meeting”) at which meeting Laxxx xhall seek the Required Laxxx Xote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) QLT within forty (40) days of such record date, convene and hold the Laxxx Xhareholder Meeting. Subject to Section 6.10(d), Laxxx xhall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause each of the Required Laxxx Xote to be received at the Laxxx Xhareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Laxxx’ obligation to call, give notice of, convene and hold the Laxxx Xhareholder Meeting in accordance with the foregoing sentence of this Section 6.2(b) shall be permitted apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to adjournLaxxx, delay the Laxxx Xoard, its Representatives or the Laxxx Xhareholders, or by any Laxxx Xdverse Recommendation Change, and Laxxx xhall not submit to the vote of its shareholders any Acquisition Proposal other than the Second Merger. Unless the Laxxx Xoard shall have made a Laxxx Xdverse Recommendation Change in accordance with Section 6.10(d), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Laxxx Xoard recommends that the holders of shares of Laxxx Xommon Shares vote to adopt this Agreement (such recommendation is referred to as the “Laxxx Xoard Recommendation”). Laxxx xhall not, without the prior written consent of Mercury, adjourn or postpone convening the QLT Meeting if in Laxxx Xhareholder Meeting; provided that Laxxx xay, without the good faith judgment prior written consent of Mercury, adjourn or postpone the QLT Board of Directors (Laxxx Xhareholder Meeting, after consultation with its outside legal advisors) Mercury, if the failure to adjourn, delay adjourn or postpone the QLT Laxxx Xhareholder Meeting could would reasonably be reasonably likely expected to be inconsistent with the fiduciary duties a violation of the QLT Board of Directors under applicable Laws Law or not allow sufficient time under applicable Laws for the distribution of any required or appropriate supplement or amendment to the Joint Proxy Statement/Circular or Form S-4Prospectus. (jc) Auxilium Laxxx xnd Mercury shall use their reasonable best efforts to schedule the Laxxx Xhareholder Meeting and QLT will each provide notice the Mercury Shareholder Meeting to occur on the other of the Auxilium Meeting or the QLT Meeting, respectively, and shall allow Representatives of the other and its counsel to attend the applicable meetingsame date.