QLT Inc. 887 Great Northern Way, Suite 250 Vancouver, B.C., Canada, V5T 4T5
Exhibit 2.5
EXECUTION COPY
QLT Inc.
887 Great Northern Way, Suite 250
Vancouver, B.C., Canada, V5T 4T5
June 8, 2015
Private & Confidential
Broadfin Healthcare Master Fund Ltd
300 Park Avenue, 25th Floor
New York, NY 10005
JW Partners, LP and
JW Opportunities Fund, LLC
c/o JW GP, LLC
515 Madison Ave, 14B
New York, NY 10022
EcoR1 Capital Fund Qualified, L.P. and
EcoR1 Capital Fund, L.P.
c/o EcoR1 Capital, LLC
409 Illinois Street
San Francisco, CA 94158
Gentlemen/Ladies,
On or prior to the six (6) month anniversary of the date hereof, Broadfin Healthcare Master Fund Ltd (“Broadfin”), JW Partners, LP and JW Opportunities Fund, LLC (together, “JW Funds”), and EcoR1 Capital Fund Qualified, L.P. and EcoR1 Capital Fund, L.P. (together, “EcoR1”, and together with Broadfin and JW Funds, the “Investors”) agree to collectively make available to the shareholders of QLT Inc. (“QLT”) a minimum of $15 million (in the aggregate) of liquidity opportunities. Broadfin will be responsible for $10 million of the aggregate $15 million, JW Funds will be responsible for $3.75 million of the aggregate $15 million, and EcoR1 will be responsible for $1.25 million of the aggregate $15 million. The manner in which the Investors effect such liquidity opportunities is to be determined by the Investors in their sole discretion. In effecting such liquidity opportunities, the Investors will comply with all provisions of applicable Law.
For a two (2) year period from and after such liquidity opportunities have been made available to shareholders of QLT, the Investors agree that there shall be no agreements, arrangements or understandings among them with respect to the ownership, acquisition, disposition or voting of any shares of capital stock of QLT Inc.
This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions or rules.
[Signature Page Follows]
Please confirm your agreement with the foregoing by signing in the space provided below and returning a copy of this letter agreement to the undersigned.
Sincerely,
QLT INC.
| By: | /s/ Geoffrey Cox |
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| Name: | Geoffrey Cox |
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| Title: | Interim Chief Executive Officer |
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[SIGNATURE PAGE TO LIQUIDITY LETTER AGREEMENT]
Accepted and agreed to as of the date first set forth above:
| BROADFIN HEALTHCARE MASTER FUND, LTD |
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| By: | /s/ Jason Abrams |
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| Name: | Jason Abrams |
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| Title: | Authorized Signatory |
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[SIGNATURE PAGE TO LIQUIDITY LETTER AGREEMENT]
Accepted and agreed to as of the date first set forth above:
| JW PARTNERS, LP |
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| By: | JW GP, LLC, its General Partner |
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| By: | /s/ Jason Wild |
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| Name: | Jason Wild |
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| Title: | Authorized Signatory |
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| JW OPPORTUNITIES FUND, LLC |
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| By: | JW GP, LLC, its Manager |
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| By: | /s/ Jason Wild |
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| Name: | Jason Wild |
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| Title: | Authorized Signatory |
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[SIGNATURE PAGE TO LIQUIDITY LETTER AGREEMENT]
| Accepted and agreed to as of the date first set forth above: |
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| ECOR1 CAPITAL FUND, L.P. |
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| By: EcoR1 Capital, LLC |
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| By: | /s/ Oleg Nodelman |
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| Name: | Oleg Nodelman |
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| Title: | Managing Director |
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| ECOR1 CAPITAL FUND QUALIFIED, L.P. |
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| By: EcoR1 Capital, LLC |
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| By: | /s/ Oleg Nodelman |
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| Name: | Oleg Nodelman |
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| Title: | Managing Director |
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[SIGNATURE PAGE TO LIQUIDITY LETTER AGREEMENT]
