Amendment to Employment Agreement dated as of April 20, 2018 by and between Novelion Services USA, Inc. and Michael D. Price

1.

Section 2(h) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“Relocation Transition Allowance. Effective from the Commencement Date until April 20, 2018, the Executive will receive a relocation transition allowance to cover the following expenses: (a) temporary housing, not to exceed $5,500 per month; and (b) weekly commuting costs to include airfare/train fare not to exceed $1,000 per round trip, and taxi/car services to and from the airport/train station, all of which must comply with the Company’s T&E policy (collectively with (a), the “Relocation Transition Allowance”), and effective April 20, 2018, the Executive will receive, in lieu of the Relocation Transition Allowance, an aggregate temporary housing and commuting allowance of up to $9,500 per month (the “Amended Relocation Transition Allowance”), and in each case, a “gross-up” payment in the amount necessary to offset the tax liability associated with the Relocation Transition Allowance or the Amended Relocation Transition Allowance, as the case may be; provided, that (x) the Executive must submit expense reports with supporting documentation in such form and containing such information as the Company may request to be reimbursed for all Relocation Transition Allowance and Amended Relocation Transition Allowance expenses; (y) prior to April 20, 2018, the Executive may receive reimbursement for any overages on the allowed weekly commuting costs in (b) which do not, when combined with the allowed monthly housing budget in (a), exceed the aggregate allowance set forth in the Amended Relocation Transition Allowance; and (z) if, prior to the 12-month anniversary of the Commencement Date, the Executive’s employment terminates other than without Cause or for Good Reason, the Executive will be required to repay the amounts paid to the Executive under the Relocation Transition Allowance and the Amended Relocation Transition Allowance.

 

2.

Other Provisions. The Employment Agreement, as modified by this Amendment, shall remain in full force and effect. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Amendment may be by actual or facsimile signature.