EXHIBIT 10.54
 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.
 CO-DEVELOPMENT AGREEMENT
BY AND BETWEEN
QLT INC.
AND
RETINAGENIX, LLC
DATED AS OF
April 4, 2006




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CO-DEVELOPMENT AGREEMENT
 Effective Date
 RECITALS
     1. Definitions
        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.




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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.




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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.




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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.




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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.




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2. Collaboration
 Cooperation
 R&D Plans
 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.




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QLT R&D Responsibilities
 RGX R&D Responsibilities
   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.




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R&D Costs and Expenses
 Diligence Milestones
     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.




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Joint Development Committee
 Number of Representatives
 Meetings
 Notices; Quorum
 Agendas
 Chair and Secretary
 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.




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Selection and Replacement of Representatives
 Voting ]
 Attendance of Advisors and Confidentiality
 Costs of Participation in JDC
  3. Manufacturing, Regulatory and Commercialization
 Commercialization
   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.




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Diligence in Commercialization
   Marketing Plans
 Regulatory Responsibility
 Manufacturing
 Formulation and Packaging
 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.




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4. License Grants
 License to QLT
      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.




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Sublicense Rights
 UW License
       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.




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QLT Compliance with UW License
 Non-Competition by RGX .
 Restrictions on Cross-Use
 5. R&D Payments, License Fee, Expense Reimbursement, Milestone Payments and Royalties
 Payment Upon Execution
 License Fee
 [***] Section 5.1(b)
 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.




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Development Milestone Payments
   MILESTONES [***]
    
    AmountI.
    
    Initiation of Phase I Clinical Trial of the
Collaboration Product [***] in a Phase I Clinical
Trial [***]
    
    US$[***]II.
    
    Either:(a) If the first Phase II Clinical Trial is initiated
on or before [***];
    
    US$[***]or
    
    or(b) If the first Phase II Clinical Trial is initiated
on or after [***].
    
    US$[***]III.
    
    Initiation of the First Pivotal Trial of the
Collaboration Product [***]
    
    US$[***]IV.
    
    Earlier of (i) achievement of [***] of a First Pivotal
Trial that QLT reasonably believes is sufficient for
[***] of a Collaboration Product [***] and where [***]
are required in order to permit [***] for [***], or
(ii) completion of [***] for use of the Collaboration
Product [***].
    
    US$[***]V.
    
    Completion of [***] for use of the Collaboration
Product [***]
    
    US$[***]VI.
    
    Completion of the filing for [***], whichever is
first, for use of the Collaboration Product [***]
    
    US$[***]VII.
    
    [***] for use of the Collaboration Product [***]
    
    US$[***]VIII.
    
    The first of [***] for use of the Collaboration
Product [***]
    
    US$[***]
 Reduction of Milestones [***] For Certain Events
 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.




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Abandoned [***]
 Milestones [***]
 MilestoneMILESTONES [***]
    
    AmountI.
    
    Earlier of (i) achievement of [***] in First Pivotal
Trial that QLT reasonably believes is sufficient for
[***] of a Collaboration Product [***] and where [***]
are required in order to permit [***] for such [***],
or (ii) completion of [***] for use of the
Collaboration Product [***].
    
    US$[***]II.
    
    [***] for use of a Collaboration Product [***]
    
    US$[***]III.
    
    The first of [***] for use of a Collaboration Product
[***]
    
    US$[***]
 Sales-Based Milestones
 MILESTONES FOR ACHIEVEMENT OFWORLDWIDE NET SALES OF
    
    MilestoneCOLLABORATION PRODUCTS
    
    AmountI.
    
    US$[***] in cumulative worldwide Net Sales of the
Collaboration Products
    
    US$[***]II.
    
    US$[***] in cumulative worldwide Net Sales of the
Collaboration Products
    
    US$[***]
 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.




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Reduction of Milestones [***]
 Timing of Milestone Payments
 Payment by RGX of Milestones to UW
 Royalties for the Collaboration Products
  ANNUAL NET SALES OF COLLABORATION
    
    ROYALTYPRODUCTS
    
    RATE≤ US$[***]
    
    [***]
%> US$[***] ≤ US$[***]
    
    [***]
%> US$[***]
    
    [***]
%
   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.




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Reduction in Royalty Payments Due to a Competing [***] Competing
  RGX
Patents
    Payments of Royalties
 Wire Transfers and Currency of Payments
 Sections 5 or in excess of US$[***] dollars
 Foreign Country Remittance Restrictions
 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.




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Adjustment of Royalties for Compulsory Licenses or Sublicenses
    Adjustment of Royalties Due to Need to Acquire Third Party Licenses
 Taxes
     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.




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Reporting of Net Sales
       Accounts and Audit
  Audited Party Requesting Party
 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.




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Confidentiality of Reports
    Late Charges
 Additional Payments for Use of UW Intellectual Property
 6. Representations and Warranties
 By RGX
 General Authority
 Non Contravention
 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.




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UW License
 No Breach of UW License
 Ownership
 List of Patents
 Patent Applications Valid and Accurate
 Patents in Good Standing
 Sufficiency of Grants
 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.




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By QLT
 General Authority
 Non-Contravention
 7. Intellectual Property Ownership, Patent Prosecution and Infringement
 Ownership of Background Intellectual Property
   Disclosure of Inventions
   Ownership of Inventions
   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.




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Joint Inventions
 Prosecution and Maintenance of Licensed Patents
 QLT Patents  Prosecution and Maintenance
 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.




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Prosecution of Infringement
 Voluntary Participation by RGX and UW
 RGX and UW Right to Institute Action
 No Obligation to Institute Action
 Patent Validity
 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.




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Third Party Claims of Infringement
 Infringement Suit
            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.




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8. Trademarks
    Use of Trademarks
 9. Confidentiality
 Confidential Information Confidential Information
 Protective Measures
 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.




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Exceptions
          Publications
 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.




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Prior Confidentiality Agreement
 10. Indemnity and Limitations of Liability
 Mutual Indemnification Indemnifying Party Indemnified Parties Claims
      Product Liability Indemnity RGX Indemnified Parties
    RGX Limitation of Liability
 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.




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Indemnification Procedure Indemnified Party Indemnifying Party
      Set-Off
 No Consequential Damages
 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.




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11. Term and Termination
 Term Term
 Termination by RGX for Diligence Failure
 Termination for Convenience
 License Back and Reversion Royalties Paid by RGX to QLT
   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.




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Reversion Payments
     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.




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Termination for Cause
    Bankruptcy or Insolvency of RGX
 Effect of Termination of UW License
    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.




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Effect of Termination
   Retention of Payments
 Remedies Cumulative
 Survival
 12. Miscellaneous
 Notices
      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.




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If to QLT:
    
    With a copy to:QLT Inc.
    
    
    
    QLT Inc.887 Great Northern Way
    
    
    
    887 Great Northern WayVancouver, British Columbia
    
    
    
    Vancouver, British ColumbiaCanada V5 T 4T5
    
    
    
    Canada V5 T 4T5Attention: Chief Executive Officer
    
    
    
    Attention: Legal DepartmentFax No.: +1 604-707-7001
    
    
    
    Fax No.: +1 604-873-0816If to RGX:
    
    With a copy to:Retinagenix, LLC
    
    
    
    Heller Ehrman LLP15 Avenue de Cavaliers
    
    
    
    701 Fifth Avenue, Suite 61001224 Chene-Bourgereis
    
    
    
    Seattle, WASWITZERLAND
    
    
    
    USA, 98104Attention: Chairman
    
    
    
    Attention: Sonya F. EricksonFax No.: 011-4122-384-1021
    
    
    
    Fax No.: 206-515-8880
 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.




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Knowledge
 Publicity
 Independent Contractors
 Dispute Resolution AAA
 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.




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Choice of Law
 No Other Rights
 Entire Agreement; Amendment; Waiver
 Assignment
 Severability
 Counterparts
 Captions
 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.




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QLT INC.By:
    /s/ Robert ButchofskyRobert Butchofsky, Chief Executive OfficerBy:
    /s/ Cameron NelsonCameron Nelson, 
Vice President, Finance and Chief Financial OfficerRETINAGENIX, LLCBy:
    /s/ Marco A. NorthlandMarco A. Northland, Chairman 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.




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APPENDIX A  UW PATENTS
 Entry
    
    UW Case Number
(UWIL#)
    
    Inventors
    
    Title of United
States or Foreign
Patent or Patent
Application
    
    United States or
Foreign Application
Number or United
States Patent
Number
    
    Filing 
or 
Issue Date
    
    Assignee(s)[***]
 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.




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APPENDIX B
RGX PERSONNEL RATES
 [***]
    
    $[***] per day based on [***][***]
    
    $$[***] per day based on [***]
 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.




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APPENDIX C   UW License Covenants and Conditions
 With respect to the activities of QLT and its sublicensees (and sub-sublicensees) in the
Field, QLT confirms that:
 1.
    
    UW is a third party beneficiary of the provisions of this Agreement set forth
on this Exhibit C governing the UW IP RIGHTS and in the event of any breach of this
Agreement by QLT with respect to such provisions governing the UW IP RIGHTS, UW shall
be entitled to proceed, at UWs sole discretion, directly against QLT to enforce this
Agreement however, in such event, as between QLT and UW, QLT shall be entitled to all
defenses, limitations of liability, extensions of time and concessions otherwise
available to RGX as the Licensee under the UW License. Capitalized terms used herein
shall have the meaning assigned to them in the UW License.
 2.
    
    QLT acknowledges and agrees that UW retains certain rights to the UW IP RIGHTS
set forth in Sections 2.2 (UNIVERSITY RESERVED RIGHTS) and 2.3 (FEDERAL GOVERNMENT
RIGHTS) of the UW License and retains the right to sublicense the UW IP RIGHTS pursuant
to Sections 3.6 (MANDATORY SUBLICENSING) and 3.7 (UNIVERSITY DIRECT GRANT) of the UW
License.
 3.
    
    Any SUBLICENSE of the UW IP RIGHTS by QLT or its AFFILIATES will be subject to
the terms and conditions set forth in Sections 3.1 (SUBLICENSING GRANT), 3.2
(UNIVERSITY PRIOR APPROVAL OF SUBLICENSES) and 3.4 (UNIVERSITY AS THIRD PARTY
BENEFICIARY) of the UW License.
 4.
    
    QLT agrees to comply with the confidentiality obligations set forth in Article
5 (CONFIDENTIALITY) of the UW License with respect to any UW IP RIGHTS or other
Confidential Information of UW disclosed or transferred to QLT.
 5.
    
    QLT acknowledges and agrees that any patent prosecution and enforcement rights
set forth in this Agreement are subordinate to the rights, if any, of UW set forth in
Article 11 (PATENT PROSECUTION AND COST RECOVERY), Article 14 (PATENT INFRINGEMENT)
and Article 15 (PATENT VALIDITY) of the UW License.
 6.
    
    QLT will provide directly to UW, with a copy to RGX, the reports for any
Collaboration Products being developed by QLT that are required pursuant to Sections
12.1 (PRE COMMERCIALIZATION DILIGENCE PROGRESS REPORTS), to 12.3.4 (POST
COMMERCIALIZATION QUARTERLY PAYMENT REPORTS) and Section 12.5 (POST COMMERCIALIZATION
DILIGENCE REPORTS) of the UW License. QLT shall provide such reports on or before the
due dates set forth in Article 12 of the UW License for such reports.
 7.
    
    QLT will retain the records for the period required pursuant to Section
13.1(RECORDS RETAINED) of the UW License and hereby grants UW the audit rights set
forth in Sections 13.2 through 13.4 (AUDITING RIGHTS) of the UW License with respect to
such records.
 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.




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8.
    
    QLT will comply with the patent marking requirements set forth in Section 16.1
(PATENT MARKING) of the UW License and the restrictions on use of the UW, or its
employees, names set forth in Section 16.2 (USE OF NAMES) of the UW License.
 9.
    
    QLT will at all times maintain the insurance required by Sections 18.2
(LICENSEE LIABILITY INSURANCE) and Section 18.3 (HUMAN CLINICAL TRIALS) of the UW
License and shall otherwise comply with the requirements set forth in Sections 18.2
through 18.4 of the UW License.
 10.
    
    QLT shall indemnify, hold harmless, and defend UW, its regents, officers,
inventors, employees, students and agents (INDEMNIFIED PARTIES) against any and all
claims, causes of action, lawsuits, or other proceedings (CLAIMS) and losses,
damages, costs, fees and expenses (COSTS), filed, instituted, resulting from or
arising out of the design, process, manufacture, use, possession, or operation by QLT
of either UW IP RIGHTS or any embodiment of, or products based on or incorporating, UW
IP RIGHTS. QLT further agrees to indemnify, hold harmless, and defend the INDEMNIFIED
PARTIES against CLAIMS and COSTS filed, instituted, resulting from, or arising out of
use by a THIRD PARTY of Collaboration Products manufactured or supplied by or on behalf
of QLT or any QLT SUBLICENSEE. QLT agrees to such indemnification even though such
CLAIMS or COSTS related thereto are based upon doctrines of strict liability or product
liability. Such indemnity shall not, however, apply to CLAIMS arising from the gross
negligence, intentional misconduct, breach of this AGREEMENT (other than with respect
to ownership or use of UW IP RIGHTS by QLT or its SUBLICENSEE) or violation of any law
by any INDEMNIFIED PARTY for which UW hereby indemnifies, holds harmless and will
defend RGX, its officers, directors, employees and agents. This indemnification
obligation shall survive the termination of this Agreement.
 11.
    
    QLT will comply with the export controls and applicable federal, state, local
and foreign laws, regulations and guidelines and reporting requirements in all
applicable jurisdictions pertaining to its use, handling, storage, disposal, transfer,
management and commercial deployment of the UW IP RIGHTS and Collaboration Products as
set forth in ARTICLE 22 (EXPORT CONTROLS) and Article 23 (COMPLIANCE WITH ALL LAWS) of
the UW License.
 12.
    
    Without limiting or modifying the obligations of RGX under this Agreement, QLT
acknowledges that, as between QLT an UW, the UW IP RIGHTS are subject to the
limitations of liability and disclaimer of representations and warranties by UW set
forth in Section 17.2 (DISCLAIMER OF WARRANTY), 17.3.1 AND 17.4 (LIMITATION OF
LIABILITY) of the UW License.
 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.




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APPENDIX D
  
           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.




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LETTER AMENDMENT 1
 
  
  Re:
    
    Confidentiality Period with Third Parties pursuant to the
Co-Development Agreement By and Between QLT Inc. and Retinagenix LLC
dated April 4, 2006
 QLT Retinagenix Co-Development Agreement QLT Confidential Information Third Parties Collaboration Products
    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.




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Yours truly,QLT INC./s/ Peter J. OCallaghanPeter J. OCallaghan LL.B., B.Com.Senior Vice PresidentCorporate Development and General CounselAcknowledged and agreed to this 10th day of August, 2006.RETINAGENIX LLCPer:
    
    /s/ Marco NorthlandName:
    
    Marco NorthlandTitle:
    
    Chairmancc:
    
    Heller Ehrman LLP701 Fifth Avenue, Suite 6100Seattle, Washington 98104Attention: Sonya F. Erickson,Client Ref. #41575 (Retinagenix)By Fax: (206) 447-0849
 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.




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LETTER AMENDMENT 2
  
   Re:
    
    Co-Development
Agreement entered
into effective as
of April 4, 2006
between QLT Inc.
(QLT) and
Retinagenix, LLC
(RGX) (the Agreement)
   1.
    
    Notwithstanding anything in the Agreement to the contrary, including Section
5.2(d), the parties agree that in the event that a Phase II Clinical Trial is initiated
in [***] or later, any milestone payment to be made by QLT under and in accordance with
the Agreement in respect of the Second Milestone (the Second Milestone Payment) will
not become due and payable by QLT until the later of (i) [***] following the
achievement of such milestone event, pursuant to Section 5.2(d) of the Agreement, or
(ii) or [***].
 2.
    
    The parties further agree that, in the event that a combined Phase I/II
clinical trial (Phase I/II Clinical Trial) is initiated under and in accordance with
the Agreement, the Second Milestone will not be achieved, and the Second Milestone
Payment will not be triggered, until the [***] such Phase I/II Clinical trial enters
into the Phase II portion of such Phase I/II Clinical Trial.
   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.




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Yours truly,QLT INC./s/ Robert ButchofskyRobert ButchofskyPresident & Chief Executive Officer/s/ Cameron NelsonCameron NelsonVice President, Finance, and Chief Financial OfficerAcknowledged and agreed to this 6th day of November, 2008 by:RETINAGENIX, LLCPer:
    
    /s/ Marco NorthlandName:
    
    Marco NorthlandTitle:
    
    ChairmanCopy to:
    
    Heller Ehrman LLPAttention: Sonya F. Erickson
 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.




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LETTER AMENDMENT 3
  
   Re:
    
    Co-Development Agreement entered into effective as of April 4, 2006 between QLT Inc. (QLT)
and Retinagenix, LLC (RGX), as amended by letters of amendment dated August 10, 2006 and
September 11, 2008 (the Agreement)
    MILESTONES [***]
    
    AmountII.
    
    On or promptly following [***]:
    
    US$[***]
    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.




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Yours truly,QLT INC./s/ Robert ButchofskyRobert ButchofskyPresident & Chief Executive Officer/s/ Cameron NelsonCameron NelsonVice President, Finance, and Chief Financial OfficerAcknowledged and agreed to this 20th day of October, 2010 by:RETINAGENIX, LLCPer:
    
    /s/ Marco NorthlandName:
    
    Marco NorthlandTitle:
    
    ChairmanCopy to:
    
    Cooley LLPAttention: Sonya F. Erickson
 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.