EX-10.47








 




			
	[*]	 	Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.





EXHIBIT 10.47




AMENDMENT NO. 8 TO BPD-MA PRESOME SUPPLY AGREEMENT



THIS AGREEMENT is entered into on the 29th day of December, 2008.



BETWEEN:





QLT INC., a company incorporated under the laws of the
Province of British Columbia, with its principal office at 887 Great
Northern Way, Vancouver, British Columbia, Canada, V5T 4T5




(“QLT”)


AND:





NIPPON FINE CHEMICAL CO., LTD., a company incorporated under
the laws of Japan with its principal office at 4-9, 2-Chome,
Bingomachi, Chuo-ku, Osaka 541, Japan




(“NFC”)



RECITALS



A. QLT and NFC are parties to an agreement (the “Supply Agreement”) dated February 6, 1998, and
subsequently as amended by Amendment 1 thereto dated June 22, 1999, Amendment 2 thereto dated June
30, 2000, Amendment 3 thereto dated January 29, 2001, Amendment 4 thereto dated October 24, 2003,
Amendment 5 thereto dated June 22, 2004, Amendment 6 thereto dated May 24, 2005 and Amendment 7
thereto dated September 29, 2006 for the supply by NFC of BPD-MA Presome to QLT.



B. QLT and NFC now wish to make additional amendments to the Supply Agreement as described in this
Amending Agreement.



FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which each party acknowledges,
the parties agree as follows:





	1.	 	Amendments




Effective December 31, 2008, the Supply Agreement shall be amended as follows:





	(a)	 	Pursuant to Section 2.3 of the Supply Agreement, the Term of the Supply Agreement is extended
for a Renewal Term commencing on January 1, 2009 and ending on December 31, 2010. In the
event that QLT has delivered to NFC Purchase Orders for




 









 






	 	 	BPD-MA Presome on or before December
31, 2010 which are to be manufactured and/or delivered to QLT in 2011, the Supply Agreement,
and NFC and QLT’s respective obligations thereunder, shall continue to be effective with
respect to those Purchase Orders and the BPD-MA Presome to be manufactured and delivered
thereunder until NFC and QLT’s respective obligations with respect thereto have been fulfilled
in accordance with the terms of the Supply Agreement.
	 
	 	 	Commencing the third quarter of 2010, at the request of either QLT or NFC, QLT and NFC will
discuss the possibility of extending the Supply Agreement for a further Renewal Term and the
terms and conditions applicable to such further Renewal Term but neither party shall have
any obligation to agree to an additional Renewal Term.
	 
	(b)	 	Replacing Section 3.8 with the following:






3.8 Bonded Plant Fee. QLT shall pay to NFC [*] U.S. for each
Manufacturing Year (as defined in Section 6.1) upon presentation to
QLT of the NFC invoice for the bonded plant fee paid by NFC on QLT’s
behalf for such Manufacturing Year. QLT shall not be required to
pay that bonded plant fee in 2009 or any subsequent period other
than a Manufacturing Year.




	(c)	 	In Section 4.3, deleting the words “up to fifteen percent (15%) (calculated on an annual
basis)” and replacing them with the words “up to 100%” so that the first sentence in Section 4.3
reads as follows:






“QLT may, on written notice delivered to NFC, supply up to 100% of NFC’s requirements for
the release lipids [*] and [*], free of charge, for use in the manufacture of BPD-MA Presome
under this Agreement, provided that in the event that NFC has any difficulties in securing
the required release lipids [*] and/or [*] at any time, NFC shall promptly notify QLT of
such difficulty or anticipated difficulty and QLT shall use its reasonable best efforts to
supply NFC with an amount of such lipids equal to NFC’s requirements for the release lipids
[*] and/or [*] as is requested by NFC, free of charge, for use in the manufacture of BPD-MA
Presome under this Agreement.”




	(d)	 	Deleting Section 5.2 entirely.
	 
	(e)	 	Deleting Section 6.1, and substituting the following as a new Section 6.1:






6.1 Placement of Orders. Except as set out below, QLT shall not be
required to place Purchase Orders for a minimum number of batches or
quantity of BPD-MA Presome during the Term. In the event that from
time-to-time during the Term QLT wishes NFC to manufacture BPD-MA
Presome, QLT shall give NFC written notice (the “Manufacturing
Notice”) six (6) months in advance of the date that QLT wishes NFC
to commence (or recommence)





 




			
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
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manufacturing BPD-MA Presome (the
“Manufacturing Initiation Date”). The Manufacturing Notice may be
delivered in the same manner as QLT has previously delivered
Purchase Orders. For Purchase Orders made after July 1, 2010, the
Manufacturing Notice may be made on less than six (6) months notice
and the delivery date for the BPD-MA Presome to be manufactured
under such Purchase Orders will be no later than December 31, 2011.




If and when QLT delivers a Manufacturing Notice, QLT shall include
with that Manufacturing Notice firm purchase orders for each batch
of BPD-MA Presome to be manufactured by NFC under this Agreement
(the “Purchase Orders”) in the 12 month period (the “Manufacturing
Year”) commencing on the Manufacturing Initiation Date, which shall
set out:




	 	(a)	 	the quantity of PBD-MA Presome ordered;
	 
	 	(b)	 	the purchase price, in accordance with the
Price Schedule set out in Exhibit F to this Agreement;
	 
	 	(c)	 	the delivery date required; and
	 
	 	(d)	 	the amount of raw materials to be provided by
QLT.






Where QLT has given the Manufacturing Notice, QLT shall place
Purchase Orders for a total of at least six (6) batches of BPD-MA
Presome to be manufactured by NFC in the Manufacturing Year
corresponding to such Manufacturing Notice for the delivery date set
out in (c) above. In addition to those Purchase Orders delivered to
NFC with the Manufacturing Notice, QLT may deliver to NFC one or
more additional Purchase Orders for BPD-MA Presome to be
manufactured and delivered by NFC at a date that is no less than six
months after the date of the Purchase Order and no longer than the
end of that Manufacturing Year.
Adjustments to the purchase price as a result of an increase in the
number of batches of BPD-MA Presome ordered in respect of any
Manufacturing Year will be made in accordance with Exhibit F. No
additional Purchase Orders may be delivered to NFC after December
31, 2010. For greater certainty, QLT may issue more than one
Manufacturing Notice during the Term.




	(f)	 	Deleting Section 10.4 and substituting the following as a new Section 10.4:






10.4 Adjustment for Foreign Currency Fluctuation. NFC and QLT
acknowledge that the Price Schedule set out in Exhibit F to




 




			
	[*]	 	Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



 









 






this
Agreement has been agreed to by the parties but is subject to
adjustment under this Section 10.4. In this Section 10.4, the “3
Year Average FX Rate” shall be the average monthly foreign currency
exchange rate between the Japanese yen and the U.S. dollar over the
thirty-six (36) month period prior to the month that a Purchase
Order for the BPD-MA Presome is delivered to NFC. If the average
foreign currency rate of Japanese yen to U.S. dollars during the
month prior to the month in which a Purchase Order for the BPD-MA
Presome is delivered to NFC is:




	 	(a)	 	at least 10% less than the 3 Year Average FX
Rate; or
	 
	 	(b)	 	at least 10% greater than the 3 Year Average FX
Rate,






QLT and NFC shall automatically adjust the prices set out in the
Price Schedule to reflect the average foreign currency rate of
Japanese yen to U.S. dollars during the month prior to the month in
which that Purchase Order(s) for BPD-MA Presome was delivered to
NFC, such adjustment to be effective only for the BPD-MA to be
delivered under that Purchase Order. In making such adjustment, the
parties shall use the T.T. buying exchange rate prevailing at an
authorized foreign exchange bank in Tokyo acceptable to both parties
as the foreign currency rate of Japanese yen to U.S. dollars.




	(g)	 	Adding, as a new Section 10.5 the following:






10.5 Maintenance and Maintenance Fee. Without limiting its other
obligations under this Agreement, whether or not QLT issues a
Manufacturing Notice or places any Purchase Orders for BPD-MA
Presome under this Agreement, during the Term NFC shall continue to
ensure that its facilities used to manufacture the
BPD-MA Presome remain validated and have all authorizations,
licenses permits and other approvals or certifications necessary to
manufacture and supply to QLT BPD-MA Presome in accordance with cGMP
and all other requirements set forth in this Agreement so that, if
QLT issues a Manufacturing Notice, NFC is in a position to
manufacture and supply to QLT BPD-MA Presome in such quantities as
may be required by QLT and meeting the requirements set out in this
Agreement. To assist NFC with the costs of the foregoing, QLT shall
pay to NFC:




	 	(a)	 	U.S. [*] on or before [*]; and






 




			
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.




 









 






	 	(b)	 	commencing [*] and ending [*], U.S. [*] to be
paid by QLT to NFC each [*], payable on the first day of each
of [*] (the “[*] Maintenance Fee”) except that QLT shall not be
required to pay the [*] Maintenance Fee under this (b) in any
[*] that falls wholly or partly within a Manufacturing Year.






	2.	 	New Price Schedule




Effective for Purchase Orders placed by QLT on or after January 1, 2009, the Supply Agreement is
amended by deleting Exhibit F — Price Schedule thereto and substituting therefor the form of
Exhibit F — Price Schedule attached to this Agreement.





	3.	 	Purchase of Certain Inventory of Lipids and other Materials




Once the Acceptance Period has expired (without QLT issuing a Notice of Rejection) for the [*]
batches of BPD-MA Presome being manufactured by NFC under Purchase Order numbers [*] and [*], NFC
shall notify QLT of the amount of [*], [*], [*] and [*] that is then remaining in inventory with
NFC and was intended for use in connection with the manufacture of BPD-MA Presome for QLT. QLT
shall purchase from NFC that remaining inventory of [*], [*], [*] and [*] at the following prices:





	(a)	 	[*] —                      U.S. [*] (for [*] kg of [*] based on U.S. [*] per kg);
	 
	(b)	 	[*] —                      U.S. [*] (for [*] kg of [*] based on U.S. [*] per kg);
	 
	(c)	 	[*] —                      U.S. [*] (for [*] kg of [*] based on U.S. [*] per kg); and
	 
	(d)	 	[*] —                      U.S. [*] (for [*] kg of [*] based on U.S. [*] per kg).




In the event that the actual amounts to be purchased by QLT vary from the above estimated
quantities, the Parties shall adjust the amount and price for such material accordingly. NFC shall
properly dispose of such inventory of [*] and [*] in compliance with all applicable laws and
provide confirmation of such disposal to QLT. QLT shall reimburse NFC for the reasonable costs of
such disposal of the [*] and [*]. NFC shall pack, mark and ship the [*] and [*] purchased under
this Section 3 to QLT in the manner mutually agreed upon in writing between NFC and QLT and shall
include with such shipment all commercially appropriate documentation, including bills of lading,
and all Certificates of Analysis and, if requested by QLT, any other quality records of NFC, with
respect to the batches of [*] and [*] purchased by QLT. QLT shall promptly reimburse NFC for its
out-of-pocket costs incurred in shipping the [*] and [*] to QLT.




 




			
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



 









 









	4.	 	Supply Agreement continues effective




Except as expressly amended hereby, all other terms and conditions of the Supply Agreement remain
unchanged and in full force and effect. All capitalized terms which are not defined in this
Amending Agreement have the meaning given to them in the Supply Agreement.




 




			
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



 









 









	5.	 	Execution




This Agreement may be executed in counterparts with the same effect as if both parties had signed
the same document. Both counterparts shall be construed together and shall constitute one and the
same agreement. This Agreement may be executed by the parties and transmitted by facsimile
transmission and if so executed and transmitted this Agreement shall be for all purposes as
effective as if the parties had delivered an executed original Agreement.



IN ORDER TO WITNESS THIS AGREEMENT the parties have executed this Agreement with effect as of the
day and year set out on page one.




	 	 	 	 	 
	QLT INC.

by its authorized signatory:

 	 	 
	Per:  	/s/ Robert Butchofsky
 	 	 
	 	Name:  	Robert Butchofsky 	 	 
	 	Title:  	President and Chief Executive Officer 	 	 
	 
	 	 	 
	Per:  	     /s/ Cameron Nelson
 	 	 
	 	Name:  	Cameron Nelson 	 	 
	 	Title:  	Vice President, Finance and
Chief Financial Officer 	 	 
	 



Date: 29 December 2008




	 	 	 	 	 
	NIPPON FINE CHEMICAL CO., LTD.

by its authorized signatory:

 	 	 
	Per:  	/s/ Susumu Yano
 	 	 
	 	Name:  	Susumu Yano 	 	 
	 	Title:  	President 	 	 



Date: Dec. 25, 2008







 




			
	[*]	 	Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.




 









 








EXHIBIT F

PRICE SCHEDULE



In this Exhibit F, one batch of BPD-MA Presome is 3.76 kg of BPD-MA Presome.



The purchase prices payable by QLT for each batch of BPD-MA Presome sold to QLT under the Supply
Agreement under Purchase Orders placed on or after January 1, 2009 shall be determined based upon
annual volume in any Manufacturing Year as follows:




TABLE 1

Purchase Price for Batches of BPD-MA Presome1




	 	 	 	 	 	 	 
	Source of BPD-MA Presome	 	If the number of batches purchased in any Manufacturing Year is
	batch starting lipids	 	[*] batches	 	[*] batches	 	[*] or more batches
	 
	 	 	 	 	 	 
	[*] and [*]
supplied by NFC

(FDA/EMEA Grade
BPD-MA
Presome)

	 	U.S. [*] per gram
	 	U.S. [*] per gram
	 	U.S. [*] per gram
	 
	 	 	 	 	 	 
	[*]and [*] supplied
by NFC
(Japan Grade
BPD-MA
Presome)

	 	U.S. [*] per gram2
	 	U.S. [*] per gram2
	 	U.S. [*] per gram2
	 
	 	 	 	 	 	 
	[*] and [*]
supplied by NFC and

QLT3
(FDA/EMEA Grade
BPD-
MA Presome)

	 	U.S. [*] per gram
	 	U.S. [*] per gram
	 	U.S. [*] per gram
	 
	 	 	 	 	 	 
	[*] and [*]
supplied by QLT

(FDA/EMEA Grade
BPD-MA
Presome)

	 	U.S. [*] per gram
	 	U.S. [*] per gram
	 	U.S. [*] per gram





Any adjustment in pricing resulting from an increase in the number of batches of BPD-MA Presome
ordered in respect of each Manufacturing Year shall be reconciled at the end of the [*] month in
each Manufacturing Year, and, if applicable a credit issued by NFC to QLT in respect of the
deliveries of BPD-MA Presome previously made to QLT in that Manufacturing Year. A credit due as a
result shall be applied against future batches of BPD-MA Presome to be delivered in that
Manufacturing Year or, if not so applied, paid to QLT at the end of the Manufacturing Year.






 




			
	1	 	All prices include all cost, expenses, taxes, levies, customs duties, brokerage fees,
insurance premiums and other costs and charges assessed or levied in connection with the shipment
of each batch of BPD-MA Presome. All prices shall be subject to adjustment under Section 10.4 of
the Agreement.
	 
	2	 	Prices for Japan Grade BPD-MA Presome shall be reduced by (a) [*] per gram where QLT
supplies the [*] and [*]; or (b) [*] per gram where QLT supplies either the [*] or the [*].




 




			
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and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.





 









 









			
	3	 	These prices apply where BPD-MA Presome is made from either (a) NFC’s [*] and QLT
supplied [*] or (b) NFC’s [*] and QLT supplied [*].




IN WITNESS WHEREOF, the parties hereto have executed this Exhibit F as of the day and year written
below.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	QLT INC.	 	 	 	NIPPON FINE CHEMICAL CO., LTD.	 	 
	by its authorized signatory:	 	 	 	by its authorized signatory:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Per:	 	/s/ Robert Butchofsky	 	 	 	Per:	 	/s/ Susumu Yano	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Robert Butchofsky
	 	 	 	 	 	Name:
	 	Susumu Yano	 	 
	 

	 	Title:
	 	President and Chief Executive
	 	 	 	 	 	Title:
	 	President	 	 
	 

	 	 	 	Officer	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Date:
	 	Dec. 25, 2008	 	 
	Per:	 	/s/ Cameron Nelson	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Cameron Nelson	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President, Finance and	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Chief Financial Officer	 	 	 	 	 	 	 	 	 	 






Date: 29 December 2008





 




			
	[*]	 	Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.