QLT Guarantee









Exhibit 10.44




QLT GUARANTEE




     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 therewith (collectively, the
“Enforcement Expenses Obligation”). To the extent that Seller fails to perform any of the
obligations guaranteed hereunder on a timely basis pursuant to the terms and conditions of the
Purchase Agreement, QLT will promptly cause Seller to perform such obligations or will perform such
obligations.



     No claim, set-off or other right that QLT or Seller or any of their respective affiliates may
have against Purchaser will reduce or otherwise affect the obligations of QLT hereunder. Any
waiver of Purchaser’s rights under this Guarantee must be in writing. This Guarantee may not be
terminated or amended, except with the written consent of Purchaser. QLT further agrees that this
Guarantee will continue to be effective or be reinstated (if a release or discharge has occurred),
as the case may be, if at any time the obligations guaranteed hereunder or any portion thereof will
be rescinded or avoided (whether as a result of any bankruptcy or otherwise), and any prior release
or discharge of this Guarantee will be without effect.



     QLT hereby represents and warrants to Purchaser that (i) QLT has full corporate power and
authority to execute and deliver this Guarantee and perform its obligations hereunder, (ii) QLT has
taken all actions necessary to authorize its execution, delivery and performance of this Guarantee,
(iii) the execution, delivery and performance of this Guarantee do not violate QLT’s charter,
by-laws or other governing organizational documents, and (iv) this Guarantee is the legal, valid
and binding obligation of QLT, enforceable against QLT in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors’ rights generally and general principles of public policy.



     QLT agrees that Purchaser may at any time and from time to time, without notice to or further
consent of QLT, extend the time of payment of any obligation or liability, and may also make any
agreement with Seller for the extension, renewal, payment, compromise, discharge or release
thereof, in whole or in part, or for any modification of the terms of the Purchase Agreement or of
any agreement between Seller and Purchaser without in any way impairing or affecting QLT’s
obligations under this Guarantee. Without limiting or affecting the provisions of the Purchase
Agreement, QLT agrees that the obligations of QLT hereunder shall not be released or discharged, in
whole or in part, or otherwise affected by (a) the failure of Purchaser to assert any claim or
demand or to enforce any right or remedy against Seller or any other person or entity interested in
the transactions contemplated by the Purchase Agreement; (b) any



 









 







change in the time, place or
manner of payment of any guaranteed obligation or any rescission,
waiver, compromise, consolidation or other amendment or modification of any of the terms or
provisions of the Purchase Agreement or any other agreement evidencing, securing or otherwise
executed in connection with any obligations or liabilities; (c) the addition, substitution or
release of any person or entity interested in the transactions contemplated by the Purchase
Agreement; (d) any change in the corporate existence, structure or ownership of QLT, Seller or any
other person or entity interested in the transactions contemplated by the Purchase Agreement; (e)
any insolvency, bankruptcy, reorganization or other similar proceeding affecting Seller or any
other person or entity interested in the transactions contemplated by the Purchase Agreement; (f)
any lack of validity or enforceability of the Purchase Agreement or any agreement or instrument
relating thereto, other than by reason of fraud or willful misconduct by Purchaser; or (g) the
existence of any claim, set-off or other right which QLT may have at any time against Purchaser or
Seller, whether in connection with any obligations or liabilities under the Purchase Agreement or
otherwise. To the fullest extent permitted by law, QLT hereby expressly waives any and all rights
or defenses arising by reason of any law which would otherwise require any election of remedies by
Purchaser. QLT waives promptness, diligence, notice of the acceptance of this Guarantee and of any
obligations or liabilities arising out of, under or in connection with the Purchase Agreement,
presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice
of the incurrence of any obligation or liability and all other notices of any kind, all defenses
which may be available by virtue of any valuation, stay, moratorium law or other similar law now or
hereafter in effect, any right to require the marshalling of assets of Seller or any other person
or entity interested in the transactions contemplated by the Purchase Agreement, and all suretyship
defenses generally (other than fraud and willful misconduct by Purchaser).



     No failure on the part of Purchaser to exercise, and no delay in exercising, any right, remedy
or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by
Purchaser of any right, remedy or power hereunder or under the Purchase Agreement or otherwise
preclude any other or future exercise of any right, remedy or power hereunder. Each and every
right, remedy and power hereby granted to Purchaser or allowed it by law or other agreement shall
be cumulative and not exclusive of any other, and may be exercised by Purchaser at any time or from
time to time. Notwithstanding anything to the contrary stated herein, except for the Enforcement
Expenses Obligation, QLT shall not be liable hereunder to a greater extent than Seller may have
been liable under the Purchase Agreement.



     QLT is entering into this Guarantee with the understanding that this Guarantee is a material
condition to Purchaser entering into the Purchase Agreement. This Guarantee may not be assigned by
QLT without the prior written consent of Purchaser, which consent may be given or withheld by
Purchaser in its sole discretion. Subject to the foregoing, this Guarantee will be binding on and
will inure to the benefit of the parties and their successors and permitted assigns, and any
reference to a party will also be a reference to the successors (whether by merger, operation of
law or otherwise) or permitted assigns of that party.



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     This Guarantee shall be governed by the laws of the State of New York without regard to
conflict of law principles that would result in the application of any law other than the law of
the State of New York. Any dispute under this Guarantee shall be resolved in accordance with
Sections 11.8, 11.9 and 11.10 of the Purchase Agreement.



QLT INC.




By: “Robert L. Butchofsky”        

Name: Robert L. Butchofsky

Title: President and CEO





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