PURCHASE AGREEMENT between QLT USA, INC. and ALLERGAN SALES, LLC Dated as of June 6, 2008Purchase Agreement • June 10th, 2008 • QLT Inc/Bc • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of June 6, 2008 (the “Execution Date”), is entered into by and between QLT USA, Inc., a Delaware corporation (“Seller”) and a wholly-owned subsidiary of QLT Inc., a corporation formed under the laws of the Province of British Columbia, Canada, and Allergan Sales, LLC, a Delaware limited liability company (“Purchaser”) and a wholly-owned subsidiary of Allergan, Inc., a Delaware corporation (“Allergan”). Each of Seller and Purchaser is sometimes referred to herein, individually, as a “Party” and, together, as the “Parties.” All capitalized terms used herein shall have the meanings specified in Article I below or elsewhere in this Agreement, as applicable.
QLT GUARANTEEGuarantee • June 10th, 2008 • QLT Inc/Bc • Pharmaceutical preparations
To induce Allergan Sales, LLC, a Delaware limited liability corporation, (“Purchaser”), to enter into that certain Purchase Agreement between Purchaser and QLT USA, Inc., a Delaware corporation (“Seller”), dated as of June 6, 2008 (the “Purchase Agreement”), QLT Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“QLT”) hereby absolutely, unconditionally and irrevocably guarantees the prompt and complete performance of all obligations of Seller under Section 8.1 and Article X of the Purchase Agreement and the prompt payment of all obligations of Seller thereunder (such guarantee, together with the other provisions of this guarantee, this “Guarantee”). QLT further agrees to pay Purchaser for any and all out-of-pocket expenses reasonably incurred by Purchaser in enforcing its rights against Seller under the Purchase Agreement and against QLT under this Guarantee, including any and all reasonable attorneys’ costs and expenses incurred in connection there
