EX-10.2



 Exhibit 10.2 

SECURITY AGREEMENT 
 This
Security Agreement dated as of June 8, 2015 (this “Agreement”), is made by InSite Vision Incorporated, a Delaware corporation (the “Company”), in favor of QLT Inc. (the “Secured Party”). 

PRELIMINARY STATEMENTS: 
 A.
Pursuant to the Secured Note dated as of June 8, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”), between the Company and the Secured Party, the Secured Party will extend credit to
the Company from time to time as described therein. 
 B. To secure its obligations under the Note, the Company desires to grant the Secured
Party a security interest in and lien on substantially all of its assets pursuant to the terms of this Agreement. 
 AGREEMENT: 

In consideration of the foregoing and the mutual agreements contained in this Agreement, the receipt and sufficiency of which are
acknowledged, the Company and the Secured Party hereby agree as follows: 
 SECTION 1. INTERPRETATION. 

(a) Certain Defined Terms. As used in this Agreement, the following terms have the following meanings: 

“Account Control Agreement” means any account control agreement or other agreement with any securities intermediary or other
Person granting control with respect to any Investment Property or Deposit Account. 
 “Accounts” means any and all
accounts of the Company, whether now existing or hereafter acquired or arising, and in any event includes all accounts receivable, contract rights and rights to payment of monetary obligations owed to the Company arising out of or in connection with
the sale or lease of merchandise, goods or commodities or the rendering of services or arising from any other transaction, however evidenced, and whether or not earned by performance, all guaranties, indemnities and security with respect to the
foregoing, and all letters of credit relating thereto, in each case whether now existing or hereafter acquired or arising. 

“Books” means all books, records and other written, electronic or other documentation in whatever form maintained now or
hereafter by or for the Company in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral, including (a) ledgers, (b) records indicating, summarizing,
or evidencing the Company’s assets (including Inventory and Rights to Payment), business operations or financial condition, (c) computer programs and software, (d) computer discs, tapes, files, manuals and spreadsheets,
(e) computer print outs and output of whatever kind, (f) any other computer prepared or electronically stored, collected or reported information and equipment of any kind and (g) any and all other rights now or hereafter arising out
of any contract or agreement between the Company and any service bureau, computer or data processing company or other Person charged with preparing or maintaining any of the Company’s books or records or with credit reporting, including with
regard to the Company’s Accounts. 
 “Chattel Paper” means all writings of whatever sort which evidence a monetary
obligation and a security interest in or lease of specific goods, whether now existing or hereafter arising. 

  
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 “Collateral” has the meaning set forth in Section 2. 

“Collateral Documents” means this Agreement, any Account Control Agreement, the Grant and any other agreement, instrument or
other document executed or delivered in connection therewith. 
 “Contracts” means all contracts (including any customer,
vendor, supplier, service or maintenance contract), leases, licenses, undertakings, purchase orders, permits, franchise agreements or other agreements (other than any right evidenced by Chattel Paper, Documents or Instruments), whether in written or
electronic form, in or under which the Company now holds or hereafter acquires any right, title or interest, including, without limitation, with respect to an Account, any agreement relating to the terms of payment or the terms of performance
thereof. 
 “Deposit Account” means any demand, time, savings, passbook or like account now or hereafter maintained by or
for the benefit of the Company with a bank, savings and loan association, credit union or like organization, and all funds and amounts therein, whether or not restricted or designated for a particular purpose. 

“Documents” means any and all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts and other
documents of the Company, whether or not negotiable, and includes all other documents which purport to be issued by a bailee or agent and purport to cover goods in any bailee’s or agent’s possession which are either identified or are
fungible portions of an identified mass, including such documents of title made available to the Company for the purpose of ultimate sale or exchange of goods or for the purpose of loading, unloading, storing, shipping, transshipping, manufacturing,
processing or otherwise dealing with goods in a manner preliminary to their sale or exchange, in each case whether now existing or hereafter acquired or arising. 

“Equipment” means all now existing or hereafter acquired equipment of the Company in all of its forms, wherever located, and
in any event includes any and all machinery, furniture, equipment, furnishings and fixtures in which the Company now or hereafter acquires any right, and all other goods and tangible personal property (other than Inventory), including tools, parts
and supplies, automobiles, trucks, tractors and other vehicles, computer and other electronic data processing equipment and other office equipment, computer programs and related data processing software, and all additions, substitutions,
replacements, parts, accessories, and accessions to and for the foregoing, now owned or hereafter acquired, and including any of the foregoing which are or are to become fixtures on real property. 

“Event of Acceleration” has the meaning set forth in the Note. 

“Financing Statements” has the meaning set forth in Section 3. 

“General Intangibles” means all general intangibles of the Company, now existing or hereafter acquired or arising, and in any
event includes (a) all tax and other refunds, rebates or credits of every kind and nature to which the Company is now or hereafter may become entitled, (b) all goodwill, choses in action and causes of action, whether legal or equitable,
whether in contract or tort and however arising, (c) all Intellectual Property Collateral, (d) all interests in limited and general partnerships and limited liability companies, (e) all rights of stoppage in transit, replevin and
reclamation, (f) all licenses, permits, consents, indulgences and rights of whatever kind issued in favor of or otherwise recognized as belonging to the Company by any governmental authority and (g) all indemnity agreements, guaranties
insurance policies and other contractual, equitable and legal rights of whatever kind or nature; in each case whether now existing or hereafter acquired or arising. 

  
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 “Grant” means a grant relating to Intellectual Property Collateral,
substantially in the form of Exhibit A. 
 “Instruments” means any and all negotiable instruments and every other writing
which evidences a right to the payment of money, wherever located and whether now existing or hereafter acquired, except (a) investment property, (b) letters of credit and (c) writings that evidence a right to payment arising out of
the use of a credit or charge card or information contained on or for use with the card. 
 “Intellectual Property
Collateral” means the assets listed on Schedule C and, in addition, the following properties and assets owned or held by the Company or in which the Company otherwise has any interest, now existing or hereafter acquired or arising: 

 

	 	(a)	all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses, all rights to sue for past, present or future
infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, and all regulatory filings related thereto; 


 

	 	(b)	all copyrights and applications for copyright, domestic or foreign, together with the underlying works of authorship (including titles), whether or not the underlying works of authorship have been published and whether
said copyrights are statutory or arise under the common law, and all other rights and works of authorship, all rights, claims and demands in any way relating to any such copyrights or works, including royalties and rights to sue for past, present or
future infringement, all rights of renewal and extension of copyright, and all licenses relating to any of the foregoing and all income and royalties with respect to any licenses, and all regulatory filings related thereto; 


 

	 	(c)	all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the
foregoing and all income and royalties with respect to any licenses, whether registered or unregistered and wherever registered, all rights to sue for past, present or future infringement or unconsented use thereof, all rights arising therefrom and
pertaining thereto and all reissues, extensions and renewals thereof, and all regulatory filings related thereto; 

  

	 	(d)	all trade secrets, trade dress, trade styles, logos, other source of business identifiers, mask-works, mask-work registrations, mask-work applications, software, confidential information, customer lists, license rights,
advertising materials, operating manuals, methods, processes, know-how, algorithms, formulae, databases, quality control procedures, product, service and technical specifications, operating, production and quality control manuals, sales literature,
drawings, specifications, blue prints, descriptions, inventions, name plates and catalogs, and all licenses relating to any of the foregoing and all income and royalties with respect to any licenses, and all regulatory filings related thereto; and


  

	 	(e)	the entire goodwill of or associated with the businesses now or hereafter conducted by the Company connected with and symbolized by any of the aforementioned properties and assets. 


“Inventory” means any and all of the Company’s inventory in all of its forms, wherever located, whether now owned or
hereafter acquired, and in any event includes all goods (including goods in transit) 

  
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which are held for sale, lease or other disposition, including those held for display or demonstration or out on lease or consignment or to be furnished under contract of service, or which are
raw materials, work in process, finished goods or materials used or consumed in the Company’s business, and the resulting product or mass, and all repossessed, returned, rejected, reclaimed and replevied goods, together with all parts,
components, supplies, packing and other materials used or usable in connection with the manufacture, production, packing, shipping, advertising, selling or furnishing of such goods; and all other items hereafter acquired by the Company by way of
substitution, replacement, return, repossession or otherwise, and all additions and accessions thereto, and any Document representing or relating to any of the foregoing at any time. 

“Investment Property” means any and all investment property of the Company, including all securities, whether certificated or
uncertificated, security entitlements, Securities Accounts, commodity contracts and Commodity Accounts, and all financial assets held in any Securities Account or otherwise, wherever located, and whether now existing or hereafter acquired or
arising. 
 “Letter of Credit Right” means a right to payment or performance under a letter of credit, whether or not the
beneficiary has demanded or is at the time entitled to demand payment or performance, and any and all proceeds of written letters of credit. 

“Lien” means any mortgage, pledge, security interest, assignment, deposit arrangement, charge or encumbrance, lien or other
type of preferential arrangement (other than a financing statement filed by a lessor in respect of an operating lease not intended as security). 

“Permitted Liens” means: 
  

	 	(f)	Liens in favor of the Secured Party; 

  

	 	(g)	existing Liens (including leases and subleases) existing as of the date hereof and listed on Schedule A and Liens incurred in connection with the extension, renewal or refinancing of the indebtedness or other
obligations secured by such existing Liens; 

  

	 	(h)	Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings and which are adequately reserved for in accordance with
generally accepted accounting principles; 

  

	 	(i)	Liens of materialmen, mechanics, warehousemen, carriers or employees or other similar Liens provided for by mandatory provisions of law and securing obligations either not delinquent or being contested in good faith by
appropriate proceedings and which do not in the aggregate materially impair the use or value of the property or risk the loss or forfeiture thereof; 

  

	 	(j)	Liens consisting of deposits or pledges to secure the performance of bids, trade contracts, leases, public or statutory obligations, or other obligations of a like nature incurred in the ordinary course of business;


  

	 	(k)	Liens upon or in any property or assets and the Proceeds thereof acquired or held by the Company to secure the purchase price of such property or assets, or indebtedness or other obligations incurred solely for the
purpose of financing or refinancing the acquisition thereof; 

  

	 	(l)	 easements, building restrictions and such other encumbrances or charges against real




  
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property as are of a nature generally existing with respect to properties of a similar character and that do not in any material way affect the marketability of the same or interfere with the use
thereof in the business of the Company; and 

  

	 	(m)	Liens arising solely by virtue of any statutory or common law provisions relating to bankers’ liens, rights of set-off of similar rights and remedies as to Deposit Accounts, Securities Accounts or other funds
maintained with a creditor depository institution. 

 “Person” means an individual, corporation, partnership,
limited liability company, joint venture, trust, unincorporated organization or any other entity of whatever nature or any governmental agency or authority. 

“Proceeds” means whatever is acquired from or upon the sale, lease, license, collection, use, exchange or other disposition,
whether voluntary or involuntary, of any Collateral or other assets of the Company, including “proceeds” as defined in the UCC, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to or for the account of the
Company from time to time with respect to any of the Collateral, any and all payments (in any form whatsoever) made or due and payable to the Company from time to time in connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any governmental authority (or any Person acting under color of governmental authority), any and all other amounts from time to time paid or payable under or in connection with any of the Collateral
or for or on account of any damage or injury to or conversion of any Collateral by any Person, any and all other tangible or intangible property received upon the sale or disposition of Collateral, and all proceeds of proceeds. 

“Rights To Payment” means all Accounts, and any and all rights and claims to the payment or receipt of money or other forms
of consideration of any kind in, to and under all Chattel Paper, Documents, General Intangibles, Instruments, Investment Property and Proceeds. 

“Secured Obligations” means the indebtedness, liabilities and other obligations of the Company to the Secured Party evidenced
by the Note, including all unpaid principal thereunder, all interest accrued thereon (including interest that, but for the filing of a petition in bankruptcy with respect to the Company, would accrue on such obligations, whether or not a claim is
allowed against the Company for such interest in the related bankruptcy proceeding), and all other amounts payable by the Company to the Secured Party thereunder or in connection therewith or the Collateral Documents, whether now existing or
hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and all obligations of every nature of the Company now or hereafter existing under the Collateral Documents. 

“UCC” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided
in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the
State of New York, the term “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related
to such provisions. 
 (b) Terms Defined in UCC. Where applicable and except as otherwise defined herein, terms used in this
Agreement have the meanings assigned to them in the UCC. 
 SECTION 2. SECURITY INTEREST. 

  
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 (a) Grant of Security Interest. As security for the payment and performance of the Secured
Obligations, the Company hereby grants to the Secured Party a security interest in all of the Company’s right, title and interest in, to and under the following property, wherever located and whether now existing or owned or hereafter acquired
or arising (collectively, the “Collateral”): (i) all Accounts; (ii) all Rights to Payment; (iii) all Chattel Paper; (iv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all General
Intangibles; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all Books; (xii) all Letter of Credit Rights; (xii) all Commercial Tort Claims; (xiii) all Contracts; (xiv) all Money;
(xv) all Supporting Obligations; (xvi) all other goods and personal property, wherever located, whether tangible or intangible, and whether now owned or hereafter acquired, existing, leased or consigned by or to the Company; and
(xvi) all Proceeds of any and all of the foregoing and all accessions to, substitutions and replacements for and rents, profits and products of each of the foregoing. If the Company at any time acquires a Commercial Tort Claim in excess of
$50,000, the Company shall immediately notify the Secured Party in a writing signed by the Company of the brief details thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the
terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Secured Party and the Company shall file or cause to be filed an amendment to any financing statement under the UCC to include such Commercial Tort
Claim. 
 (b) Excluded Property. Notwithstanding anything herein to the contrary, the Collateral does not include, and the Company is
not deemed to have granted a security interest in, (i) any of the Company’s rights or interests in any license, contract or agreement to which the Company is a party or any of its rights or interests thereunder to the extent, but only to
the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which the Company is a party (other
than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code, 11 U.S.C. Sec. 362(a) (the “Bankruptcy Code”)) or principles of equity); provided,
that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral includes, and the Company is deemed to have granted a security interest in, all such rights and interests as if such provision had never been in
effect or (ii) any real property leasehold or fee, unless the Company has executed a mortgage or deed of trust covering such real property leasehold or fee. The Company hereby represents and warrants to the Secured Party that the Company’s
license agreement with respect to Azasite is included in the Collateral and is not excluded as a result of this Section 2(b). 
 (c)
Company Remains Liable. Anything herein to the contrary notwithstanding, (i) the Company remains liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of
its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Secured Party of any of the rights hereunder does not release the Company from any of its duties or obligations under
such contracts, agreements and other documents included in the Collateral and (iii) the Secured Party has no obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor
is the Secured Party obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral. 

(d) Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral which remains in effect until
terminated in accordance with Section 2.1. 
 SECTION 3. PERFECTION PROCEDURES. 

(a) Financing Statements. The Company authorizes the Secured Party to file one or more


  
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financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Company; provided (a) it is the sole responsibility
of the Company to perfect any Lien granted hereunder or under any other Collateral Document and to maintain such perfection and (b) the Company’s failure to comply with clause (a) above constitutes an Event of Acceleration. The
Company agrees that a photographic or other reproduction of this Agreement or of a financing statement signed by the Company, as applicable, is sufficient as a financing statement and may be filed as a financing statement in any and all
jurisdictions. Without limiting the foregoing, upon the request of the Secured Party, the Company shall execute and deliver to the Secured Party concurrently with the execution of this Agreement, and at any time and from time to time thereafter,
Account Control Agreements and all financing statements, continuation financing statements, termination statements, security agreements, chattel mortgages, assignments, patent, copyright and trademark collateral assignments, fixture filings,
warehouse receipts, documents of title, affidavits, reports, notices, schedules of account, letters of authority and all other documents and instruments, in a form reasonably satisfactory to the Secured Party (the “Financing
Statements”), and take all other action, as the Secured Party may reasonably request, to perfect and continue such perfection, maintain the priority of or provide notice of, the Secured Party’s security interest in the Collateral and
to accomplish the purposes of this Agreement. 
 (b) Grants. As of the date hereof, the Company shall execute and deliver the Grant
to the Secured Party for filing with the applicable intellectual property filing offices evidencing the Secured Party’s security interest in the Intellectual Property Collateral. 

(c) Certain Agents. Any third person at any time and from time to time holding all or any portion of the Collateral is deemed to, and
shall, hold the Collateral as the agent of, and as pledge holder for, the Secured Party. At any time and from time to time, the Secured Party may give notice to any third person holding all or any portion of the Collateral that such third person is
holding the Collateral as the agent of, and as pledge holder for, the Secured Party. 
 SECTION 4. REPRESENTATIONS AND WARRANTIES. The
Company represents and warrants that: 
 (a) its name as it appears in official filings in its jurisdiction of organization, type of
organization and jurisdiction of organization are set forth on Schedule B; 
 (b) it (or its predecessor by merger or otherwise) has not,
within the five year period preceding the date hereof, had a different name from the name listed on Schedule B; 
 (c) this Agreement
creates a legal and valid security interest against the Collateral in which the Company now has rights and will create a legal and valid security interest which is enforceable against the Collateral in which the Company hereafter acquires rights at
the time the Company acquires any such rights, in each case securing the payment and performance of the Secured Obligations except for and subject to Permitted Liens; and 

(d) the Company owns its interest in the Collateral, free and clear of any Liens other than Permitted Liens. 

SECTION 5. COVENANTS. For so long as any of the Secured Obligations remain unsatisfied, the Company shall: 

(a) appear in and defend any action, suit or proceeding which may affect to a material extent its title to, or right or interest in, or the
Secured Party’s right or interest in, the Collateral; 

  
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 (b) do and perform all reasonable acts that may be necessary and appropriate to maintain,
preserve and protect the Collateral in all material respects, as well as perfecting and maintaining the priority and perfection of any Lien created or security interest granted hereunder or by any other Collateral Document; 

(c) pay all expenses of protecting, storing, warehousing, insuring, handling and shipping the Collateral; 

(d) without the written consent of the Secured Party, not change its name as it appears in official filings in its jurisdiction of
organization, type of organization and jurisdiction of organization unless, in each case, it provides the Secured Party with 30 days’ advance written notice thereof setting forth such change; 

(e) diligently prosecute and maintain all material Intellectual Property Collateral, at its sole cost and expense, including the filing of
patent and trademark applications with respect to any material Intellectual Property Collateral that the Company determines in its commercially reasonable judgment should be made, and the defense of any infringement of, or challenge to, any material
portion of the Intellectual Property Collateral; 
 (f) provide the Secured Party with written notice should there be any claims of
infringement with respect to any material portion of the Intellectual Property Collateral; and 
 (g) not grant any Liens on its Collateral
other than Permitted Liens. 
 SECTION 6. RIGHTS TO PAYMENT. 

(a) Collection of Rights to Payment. At the written request of the Secured Party, upon and after the occurrence and during the
continuance of any Event of Acceleration, all remittances received by the Company shall be, in accordance with the Secured Party’s instructions, remitted to the Secured Party or its designee or deposited to an account with the Secured Party or
its designee in the form received (with any necessary endorsements or instruments of assignment or transfer). 
 (b) Investment Property
and Instruments. At the written request of the Secured Party, upon and after the occurrence and during the continuance of any Event of Acceleration, the Secured Party or its designee are entitled to receive all distributions and payments of any
nature with respect to any Investment Property or Instruments, and all such distributions or payments received by the Company shall be held in trust for the Secured Party or its designee to the extent permitted by applicable law and, in accordance
with the Secured Party’s instructions, remitted to the Secured Party or its designee or deposited to an account with the Secured Party or its designee in the form received (with any necessary endorsements or instruments of assignment or
transfer). Following the occurrence and during the continuance of an Event of Acceleration, at the written request of the Secured Party, any such distributions and payments with respect to any Investment Property held in any Securities Account shall
be held and retained in such Securities Account, in each case as part of the Collateral. Additionally, the Secured Party has the right, upon the occurrence and during the continuance of an Event of Acceleration, following prior written notice to the
Company, to vote and to give consents, ratifications and waivers with respect to any Investment Property and Instruments, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto
to the extent permitted by applicable law as if the Secured Party were the absolute owner thereof; provided, that the Secured Party has no duty to exercise any of the foregoing rights afforded to it and is not responsible to the Company or any other
Person for any failure to do so or delay in doing so to the extent permitted by applicable law. 

  
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 SECTION 7. AUTHORIZATION; SECURED PARTY APPOINTED ATTORNEY-IN-FACT. The Secured Party has
the right to, but not the obligation, in the name of the Company, without notice to or assent by the Company, and the Company constitutes and appoints the Secured Party (and any of the Secured Party’s agents) as the Company’s true and
lawful attorney-in-fact, with full power and authority to (a) sign any of the Financing Statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of, the Secured Party’s
security interest in the Collateral and (b) upon the occurrence and during the continuance of an Event of Acceleration: 

(i) take possession of and endorse any notes, acceptances, checks, drafts, money orders or other forms of payment or security
and collect any Proceeds of any Collateral; 
 (ii) sign and endorse any invoice or bill of lading relating to any of the
Collateral, warehouse or storage receipts, drafts against customers or other obligors, assignments, notices of assignment, verifications and notices to customers or other obligors (with respect to the Collateral); 

(iii) send requests for verification of Rights to Payment to the customers or other obligors of the Company (with respect to
the Collateral); 
 (iv) contact, or direct the Company to contact, all account debtors and other obligors on the Rights to
Payment and instruct such account debtors and other obligors to make all payments directly to the Secured Party or its designee; 

(v) assert, adjust, sue for, compromise or release any claims under any policies of insurance; 

(vi) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with any
financial institution or other Person; 
 (vii) notify each Person maintaining lockbox or similar arrangements for the
payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Secured Party or its designee; 

(viii) ask, demand, collect, receive and give acquittances and receipts for any and all Rights to Payment, enforce payment or
any other rights in respect of the Rights to Payment and all other Collateral, grant consents, agree to any amendments, modifications or waivers of the agreements and documents governing the Rights to Payment and all other Collateral, and otherwise
file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Secured Party may deem necessary or desirable to maintain, preserve and protect the Collateral, to
collect the Collateral or to enforce the rights of the Secured Party with respect to the Collateral; 
 (ix) execute any and
all applications, documents, papers and instruments necessary for the Secured Party to use the Intellectual Property Collateral and grant or issue any exclusive or non-exclusive license or sublicense with respect to any Intellectual Property
Collateral; 
 (x) execute any and all endorsements, assignments or other documents and instruments necessary to sell, lease,
assign, convey or otherwise transfer title in or dispose of the Collateral; 
 (xi) execute and deliver to any securities
intermediary or other Person any entitlement 

  
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order, Account Control Agreement or other notice, document or instrument which the Secured Party may deem necessary or advisable to maintain, protect, realize upon and preserve the Investment
Property and the Secured Party’s security interest therein; 
 (xii) execute any and all such other documents and
instruments, and do any and all acts and things for and on behalf of the Company, that the Secured Party may deem necessary or advisable to maintain, protect, realize upon and preserve the Collateral and the Secured Party’s security interest
therein and to accomplish the purposes of this Agreement; and 
 (xiii) execute any and all action necessary to prosecute,
maintain or defend the Intellectual Property Collateral, except to the extent that the claims asserted against the Intellectual Property Collateral in question, if successful, are not likely to have a material adverse effect on the assets,
liabilities, business or operations of the Company. 
 The foregoing power of attorney is coupled with an interest and irrevocable so long as the Secured
Obligations have not been paid and performed in full. The Company ratifies, to the extent permitted by law, all that the Secured Party lawfully and in good faith does or causes to be done by virtue of and in compliance with this Section 7. 

SECTION 8. SECURED PARTY PERFORMANCE OF COMPANY OBLIGATIONS. Upon the occurrence and during the continuance of any Event of Acceleration,
the Secured Party may, but is not obligated to, perform or pay any obligation which the Company has agreed to perform or pay under or in connection with this Agreement, and the Company shall reimburse the Secured Party on demand for any reasonable
amounts paid by the Secured Party pursuant to this Section 8 the extent permitted by applicable law and any such amount paid by the Secured Party are Secured Obligations under the Collateral Documents. 

SECTION 9. SECURED PARTY’S DUTIES. Notwithstanding any provision contained in this Agreement, the Secured Party has no duty to
exercise any of the rights, privileges or powers afforded to it and is not responsible to the Company or any other Person for any failure to do so or delay in doing so. Beyond the exercise of reasonable care to assure the safe custody of Collateral
in the Secured Party’s possession and the accounting for moneys actually received by the Secured Party hereunder, the Secured Party has no duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Collateral
to the extent permitted by applicable law. 
 SECTION 10. REMEDIES. 

(a) Remedies. Subject to the Intercreditor Agreement (as defined in the Note), upon the occurrence and during the continuance of any
Event of Acceleration, the Secured Party has, in addition to all other rights and remedies granted to it in the Collateral Documents, all rights and remedies of a secured party under the UCC and other applicable laws and, without limiting the
generality of the foregoing, the Company agrees that to the extent permitted by applicable law: 
 (i) The Secured Party may
peaceably and without notice enter any premises of the Company, take possession of any of the Collateral, remove or dispose of all or part of the Collateral on any premises of the Company or elsewhere, and otherwise collect, receive, appropriate and
realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or sue for all or any part of the Collateral, as the Secured Party may determine. 

(ii) The Secured Party may require the Company to assemble all or any part of the


  
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Collateral and make it available to the Secured Party at any place and time designated by the Secured Party. 

(iii) To the extent permitted by an applicable license, the Secured Party may use or transfer any of the Company’s rights
and interests in any Intellectual Property Collateral, by license, by sublicense or otherwise, on such conditions and in such manner as the Secured Party may determine. 

(iv) The Secured Party may secure the appointment of a receiver of the Collateral or any part there of (to the extent and in
the manner provided by applicable law). 
 (v) The Secured Party may withdraw (or cause to be withdrawn) any and all funds
from any Deposit Accounts or Securities Accounts. 
 (vi) The Secured Party may sell, resell, lease, use, assign, transfer or
otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the
Secured Party therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Secured Party deems
advisable; provided, that the Company shall be credited with the net proceeds of sale only when such proceeds are finally collected by the Secured Party. The Secured Party has the right upon any such public sale, and, to the extent permitted by law,
upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption, which right or equity of redemption the Company hereby releases, to the extent permitted by law. The Company agrees
that the sending of notice by ordinary mail, postage prepaid, to the address of the Company set forth in Section 12 of the place and time of any public sale or of the time after which any private sale or other intended disposition is to be
made, is deemed reasonable notice thereof if such notice is sent ten days prior to the date of such sale or other disposition or the date on or after which such sale or other disposition may occur. The Company recognizes that the Secured Party may
be unable to make a public sale of any or all of the Investment Property, by reason of prohibitions contained in applicable securities laws or otherwise, and expressly agrees that a private sale to a restricted group of purchasers for investment and
not with a view to any distribution thereof is considered a commercially reasonable sale. 
 (b) License. Effective upon the
occurrence and during the continuance of an Event of Acceleration, for the purpose of enabling the Secured Party to exercise its rights and remedies under this Section 10 or otherwise in connection with this Agreement, the Company grants to the
Secured Party an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation to the Company) to use, license or sublicense any Intellectual Property Collateral, except to the extent a grant of such
license would violate the terms of an existing agreement to which the Company is a party. 
 (c) Application of Proceeds. Subject to
the Intercreditor Agreement, the cash proceeds actually received from the sale or other disposition or collection of Collateral, and any other amounts received in respect of the Collateral the application of which is not otherwise provided for
herein, shall be applied (pro rata, as applicable): (i) first, to any fees, costs expenses and other amounts due to the Secured Party; (ii) second, to any fees, costs, expenses and other amounts (other than principal and interest under the
Note) due to the Secured Party under the Note; (iii) third, to accrued and unpaid interest due to the Secured Party under the Note; and (iv) fourth, to principal due to the Secured Party under the Note. Any surplus thereof which exists
after payment and performance in full of the Secured Obligations shall be 

  
 11 








 
promptly paid over to the Company or otherwise disposed of as required by the UCC or other applicable law. The Company remains liable to the Secured Party for any deficiency which exists after
any sale or other disposition or collection of Collateral to the extent permitted by applicable law. 
 SECTION 11. CERTAIN WAIVERS.
The Company waives, to the fullest extent permitted by law, (a) any right of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling of the Collateral or other collateral or
security for the Secured Obligations, (b) any right to require the Secured Party (i) to proceed against any Person, (ii) to exhaust any other collateral or security for any of the Secured Obligations, (iii) to pursue any remedy
in the Secured Party’s power or (iv) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Collateral and (c) all
claims, damages, and demands against the Secured Party arising out of the repossession, retention, sale or application of the proceeds of any sale of the Collateral. 

SECTION 12. NOTICES. Except as otherwise provided herein, any notice or demand that, by the provisions hereof, is required or which may
be given to or served upon the parties hereto shall be in writing and, if by facsimile or electronic delivery, is deemed to have been validly served, given or delivered when delivery is confirmed electronically, if by personal delivery, is deemed to
have been validly served, given or delivered upon actual delivery and, if mailed, is deemed to have been validly served, given or delivered three business days after deposit in the United States mail, as registered or certified mail, with proper
postage prepaid and addressed to the party or parties to be notified, at the following addresses (or such other address(es) as a party may designate for itself by like notice): 

 

			
	 If to Secured Party:
		 QLT Inc.

887 Great Northern Way, Suite 250

Vancouver, BC V5T 4T5

Canada

Attention: Glen Ibbott, Interim Chief Financial

Officer

Facsimile No.: (604) 873-0816
  

With a copies to:
  

QLT Inc.

887 Great Northern Way, Suite 250

Vancouver, BC V5T 4T5

Canada

Attention: Dori Assaly, Vice President Legal

Affairs

Facsimile No.: (604) 873-081
  

and
  

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: Ray Gietz

Facsimile: 212-310-8702



  
 12 









			
	 If to Secured Party:
		
			QLT Inc.
			887 Great Northern Way, Suite 250
			Vancouver, BC V5T 4T5
			Canada
			Attention: Glen Ibbott, Interim Chief Financial
			Officer
			Facsimile No.: (604) 873-0816
		
			With a copies to:
		
			QLT Inc.
			887 Great Northern Way, Suite 250
			Vancouver, BC V5T 4T5
			Canada
			Attention: Dori Assaly, Vice President Legal
			Affairs
			Facsimile No.: (604) 873-081
		
			and
		
			Weil, Gotshal & Manges LLP
			767 Fifth Avenue
			New York, NY 10153
			Attention: Ray Gietz
			Facsimile: 212-310-8702
		
	 If to the Company:
		 InSite Vision Incorporated
 965 Atlantic
Avenue
 Alameda, California 94501
 Facsimile: (510)
747-1382
 Attention: Timothy M. Ruane
 Email:
TRuane@insite.com


 SECTION 13. NO WAIVER; CUMULATIVE REMEDIES. No failure on the part of the Secured Party to exercise, and
no delay in exercising, any right, remedy, power or privilege hereunder operates as a waiver thereof, nor does any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the Secured Party. 

SECTION 14. COSTS, EXPENSES AND INDEMNIFICATION. 

(a) Costs and Expenses. The Company shall pay on demand all reasonable costs and expenses to the Secured Party, and the reasonable fees
and disbursements of the Secured Party’s counsel, in connection with the performance of this Agreement and the other Collateral Documents, as applicable, and the enforcement or attempted enforcement of, and preservation of any rights or
interests under, the Collateral Documents, including the protection, sale or collection of, or other realization upon, any of the Collateral, including all expenses of taking, collecting, holding, sorting, handling, preparing for sale, selling, or
the like, and other such expenses of sales and collections of Collateral. 

  
 13 








 (b) Indemnification. The Company shall indemnify the Secured Party, its affiliates,
agents, counsel and other advisors (each an “Indemnified Person”) against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person, that may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising
out of the Collateral Documents or the transactions contemplated hereby or any action taken or omitted to be taken by it hereunder (the “Indemnified Liabilities”); provided, that the Company is not liable to any Indemnified Person
for any portion of such Indemnified Liabilities to the extent they are found by a final, unappealable decision of a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. If and
to the extent that the foregoing indemnification is for any reason held unenforceable by a final, unappealable decision of a court of competent jurisdiction, the Company shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities that is permissible under applicable law. 
 (c) Other Charges. The Company shall indemnify the Secured
Party against and hold it harmless from any and all present and future stamp, transfer, documentary and other such taxes, levies, fees, assessments and other charges made by any jurisdiction by reason of the execution, delivery, performance and
enforcement of the Collateral Documents. 
 SECTION 15. GENDER AND NUMBER. In this Agreement the masculine includes the feminine and
the singular includes the plural and vice versa. 
 SECTION 16. GOVERNING LAW AND RELATED MATTERS. 

THIS AGREEMENT IS GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND TO THE EXTENT THE VALIDITY OR PERFECTION OF THE SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY COLLATERAL ARE GOVERNED BY
THE LAW OF A JURISDICTION OTHER THAN NEW YORK. 
 ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY ARISING OUT OF OR RELATING TO THIS
AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT THE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. The Company
agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to the Company at its address set forth in Section 16, such service being hereby acknowledged by
the Company to be sufficient for personal jurisdiction in any action against the Company in any such court and to be otherwise effective and binding service in every respect. Nothing herein affects the right to serve process in any other manner
permitted by law or shall limit the right of the Secured Party to bring proceedings against the Company in the courts of any other jurisdiction. 

THE COMPANY AND THE SECURED PARTY IRREVOCABLY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION


  
 14 








 
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including without limitation contract claims, tort claims, breach of duty claims and all other
common law and statutory claims. The Company and the Secured Party (a) acknowledge that this waiver is a material inducement to enter into a business relationship, that each has already relied on this waiver in entering into this relationship,
and that each will continue to rely on this waiver in their related future dealings and (b) further warrants and represents that each has reviewed this waiver with its legal counsel and that each knowingly and voluntarily waives its jury trial
rights following consultation with legal counsel. In the event of litigation, this provision may be filed as a written consent to a trial by the court. 

SECTION 17. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other Collateral Documents contain the entire agreement of the parties
with respect to the subject matter hereof and may not be amended except by the written agreement of the Company and the Secured Party. 

SECTION 18. SEVERABILITY. Whenever possible, each provision of this Agreement must be interpreted in such manner as to be effective and
valid under all applicable laws and regulations. If, however, any provision of this Agreement is prohibited by or invalid under any such law or regulation in any jurisdiction, it is, as to such jurisdiction, deemed modified to conform to the minimum
requirements of such law or regulation, or, if for any reason it is not deemed so modified, it is ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement, or the
validity or effectiveness of such provision in any other jurisdiction. 
 SECTION 19. COUNTERPARTS. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed is deemed to be an original and all of which taken together constitute but one and the same agreement. 

SECTION 20. CONTINUING SECURITY INTEREST; TRANSFER OF NOTE. This Agreement creates a continuing security interest in and Lien on the
Collateral and (a) remains in full force and effect until the payment in full of all of the Secured Obligations, (b) is binding on the Company and its successors and assigns and (c) inures together with the rights of Secured Party
hereunder, to the benefit of Secured Party and its successors, transferees and assigns, as agent for and representative of the Secured Party. Without limiting the generality of the foregoing clause (c), the Secured Party may assign or otherwise
transfer the Note to any other Person in accordance with the terms of the Note, and such other Person thereupon becomes vested with all the benefits in respect thereof granted to the Secured Party. 

SECTION 21. TERMINATION. Upon payment in full of all Secured Obligations (a) the Collateral Documents and any and all security
interests, Liens or other encumbrances granted by the Company to the Secured Party, without any further action by the Company or the Secured Party, automatically terminate and are released and of no further force and effect, (b) the Secured
Party, at the Company’s expense, shall promptly execute and deliver to the Company such agreements, releases, satisfactions, documents and instruments reasonably requested by the Company as are necessary to evidence termination of all security
interests given by the Company to the Secured Party hereunder and (c) the Secured Party authorizes the Company to file, record and/or deliver all reasonably requested agreements, releases, satisfactions, instruments, or documents evidencing the
terminations and releases provided for herein and to file termination statements under the UCC with respect to the Collateral. Upon the receipt from the Company of written notice of a binding agreement with respect to a bona fide sale,
collaboration, partnering transaction or similar transaction between the Company and a third party involving the sale or licensing of one or more Company assets which (i) will result in all Secured Obligations being paid in full and
(ii) is anticipated to close within the ten day period subsequent to the 

  
 15 








 
date of delivery of such written notice, all documents and instruments to be delivered pursuant to clause (b) above shall be delivered by the Collateral Agent to counsel to the Company
within five business days of such written notice from the Company so as to enable such counsel to the Company to hold, in escrow, such documents and instruments in its possession pending the closing of such transaction and payment in full of all
Secured Obligations; provided if such transaction does not close within the ten day period described above, the Company will cause such documents and instruments so delivered pursuant to this sentence to be promptly returned to the Secured Party and
any releases or satisfactions so delivered are null and void. 
 SECTION 22. INTERCREDITOR AGREEMENT GOVERNS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE SECURED PARTY WITH RESPECT TO ANY COLLATERAL ARE SUBJECT TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT GOVERNS AND CONTROLS. 

[Signature Pages Follow] 

  
 16 








 Executed and delivered as of the day and year and at the place first above written. 

 

			
	INSITE VISION INCORPORATED
		
	By:  		 /s/ Timothy M. Ruane

	Name: Timothy M. Ruane
	Title:   Chief Executive Officer



  
 [SIGNATURE PAGE TO
SECURITY AGREEMENT] 








 
			
	QLT INC.
	as Secured Party
		
	By:  		 /s/ Geoffrey Cox

	Name:		Geoffrey Cox
	Title:		Interim Chief Executive Officer









 Exhibit A 

INTELLECTUAL PROPERTY SECURITY AGREEMENT 

This Intellectual Property Security Agreement is entered into as of June [    ], 2015, is between QLT Inc. (the
“Secured Party”) and InSite Vision Incorporated, a Delaware corporation (the “Grantor”). 
 RECITALS

 A. Pursuant to the Secured Note dated as of June [    ], 2015 (as amended, restated, supplemented or otherwise
modified from time to time, the “Note”), between the Grantor and QLT Inc., the Secured Party will extend credit to the Grantor from time to time as described therein. Capitalized terms used herein are used as defined in the Security
Agreement dated as of June [    ], 2015 (the “Security Agreement”), between the Grantor and the Secured Party unless otherwise noted. To secure its obligations under the Note and any other Collateral Documents,
the Grantor desires to grant to the Secured Party, a security interest in certain copyrights, trademarks, patents and patent applications. 

B. Pursuant to the terms of the Security Agreement, the Grantor has granted to the Secured Party a security interest in all of the
Grantor’s right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral. 
 NOW,
THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security for the prompt and complete payment when due of its obligations under the Note, the Grantor hereby
represents, warrants, covenants and agrees as follows: 
 AGREEMENT 

To secure its obligations under the Note, the Grantor grants and pledges to the Secured Party a security interest in all of the Grantor’s
right, title and interest in, to and under its Intellectual Property Collateral, including without limitation those copyrights, patents and patent applications, and trademarks listed on Exhibits A, B and C hereto, and including without limitation
all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits), the right to sue for past, present and future infringements, all rights corresponding thereto throughout the world
and all re-issues, divisions continuations, renewals, extensions and continuations-in-part thereof. 
 This security interest is granted in
conjunction with the security interest granted to the Secured Party under the Security Agreement. The rights and remedies of Secured Party with respect to the security interest granted hereby are in addition to those set forth in the Security
Agreement, the Note and other Collateral Documents, and those which are now or hereafter available to the Secured Party as a matter of law or equity. Each right, power and remedy of Secured Party provided for herein or in the Security Agreement, the
other Collateral Documents or the Note, or now or hereafter existing at law or in equity, shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Secured Party of any one or
more of the rights, powers or remedies provided for in this Intellectual Property Security Agreement, the Security Agreement, the Note or other Collateral Documents, or now or hereafter existing at law or in equity, shall not preclude the
simultaneous or later exercise by any person of any or all other rights, powers or remedies. This Intellectual Property Security Agreement shall constitute a Collateral Document as defined under the Security Agreement. 

  
 19 








 IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed by
its officers thereunto duly authorized as of the first date written above. 
 GRANTOR: InSite Vision Incorporated 

 

					
	Address of Grantor:		InSite Vision Incorporated
		
	InSite Vision Incorporated		
	965 Atlantic Avenue		By:		  

	Alameda, California 94501				
	Attn: Timothy M. Ruane		Title:		  

			
	SECURED PARTY: QLT INC.				
		
	Address of Secured Party:		QLT INC.
			
	QLT Inc.				
	887 Great Northern Way, Suite 250		By:		  

	Vancouver, BC V5T 4T5				
	Canada		Title:  		  

	 Attention: Glen Ibbott, Interim Chief Financial

Officer
 Facsimile No.: (604) 873-0816

 
 With a copies to:

 
 QLT Inc.

887 Great Northern Way, Suite 250
 Vancouver, BC V5T 4T5

Canada
 Attention: Dori Assaly, Vice President Legal

Affairs
 Facsimile No.: (604) 873-081

 
 and
  

Weil, Gotshal & Manges LLP
 767 Fifth Avenue

New York, NY 10153
 Attention: Ray Gietz

Facsimile: 212-310-8702
				


  
 20