BPD-MA Presome on or before December31, 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 withrespect to those Purchase Orders and the BPD-MA Presome to be manufactured and deliveredthereunder until NFC and QLT’s respective obligations with respect thereto have been fulfilledin 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 willdiscuss the possibility of extending the Supply Agreement for a further Renewal Term and theterms and conditions applicable to such further Renewal Term but neither party shall haveany 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 eachManufacturing Year (as defined in Section 6.1) upon presentation toQLT of the NFC invoice for the bonded plant fee paid by NFC on QLT’sbehalf for such Manufacturing Year. QLT shall not be required topay that bonded plant fee in 2009 or any subsequent period otherthan a Manufacturing Year.(c) In Section 4.3, deleting the words “up to fifteen percent (15%) (calculated on an annualbasis)” and replacing them with the words “up to 100%” so that the first sentence in Section 4.3reads as follows:“QLT may, on written notice delivered to NFC, supply up to 100% of NFC’s requirements forthe release lipids [*] and [*], free of charge, for use in the manufacture of BPD-MA Presomeunder this Agreement, provided that in the event that NFC has any difficulties in securingthe required release lipids [*] and/or [*] at any time, NFC shall promptly notify QLT ofsuch difficulty or anticipated difficulty and QLT shall use its reasonable best efforts tosupply 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-MAPresome 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 berequired to place Purchase Orders for a minimum number of batches orquantity of BPD-MA Presome during the Term. In the event that fromtime-to-time during the Term QLT wishes NFC to manufacture BPD-MAPresome, QLT shall give NFC written notice (the “**ManufacturingNotice**”) six (6) months in advance of the date that QLT wishes NFCto commence (or recommence) **[*]** **Certain information in this document has been omitted and filed separately with the Securitiesand Exchange Commission. Confidential treatment has been requested with respect to the omittedportions.**
 

 
manufacturing BPD-MA Presome (the“**Manufacturing Initiation Date**”). The Manufacturing Notice may bedelivered in the same manner as QLT has previously deliveredPurchase Orders. For Purchase Orders made after July 1, 2010, theManufacturing Notice may be made on less than six (6) months noticeand the delivery date for the BPD-MA Presome to be manufacturedunder such Purchase Orders will be no later than December 31, 2011.If and when QLT delivers a Manufacturing Notice, QLT shall includewith that Manufacturing Notice firm purchase orders for each batchof BPD-MA Presome to be manufactured by NFC under this Agreement(the “**Purchase Orders**”) in the 12 month period (the “**ManufacturingYear**”) commencing on the Manufacturing Initiation Date, which shallset out: (a) the quantity of PBD-MA Presome ordered;  (b) the purchase price, in accordance with thePrice Schedule set out in Exhibit F to this Agreement;  (c) the delivery date required; and  (d) the amount of raw materials to be provided byQLT.Where QLT has given the Manufacturing Notice, QLT shall placePurchase Orders for a total of at least six (6) batches of BPD-MAPresome to be manufactured by NFC in the Manufacturing Yearcorresponding to such Manufacturing Notice for the delivery date setout in (c) above. In addition to those Purchase Orders delivered toNFC with the Manufacturing Notice, QLT may deliver to NFC one ormore additional Purchase Orders for BPD-MA Presome to bemanufactured and delivered by NFC at a date that is no less than sixmonths after the date of the Purchase Order and no longer than theend of that Manufacturing Year.Adjustments to the purchase price as a result of an increase in thenumber of batches of BPD-MA Presome ordered in respect of anyManufacturing Year will be made in accordance with Exhibit F. Noadditional Purchase Orders may be delivered to NFC after December31, 2010. For greater certainty, QLT may issue more than oneManufacturing 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 QLTacknowledge that the Price Schedule set out in Exhibit F to **[*]** **Certain information in this document has been omitted and filed separately with the Securitiesand Exchange Commission. Confidential treatment has been requested with respect to the omittedportions.**
 

 
thisAgreement has been agreed to by the parties but is subject toadjustment under this Section 10.4. In this Section 10.4, the “3Year Average FX Rate” shall be the average monthly foreign currencyexchange rate between the Japanese yen and the U.S. dollar over thethirty-six (36) month period prior to the month that a PurchaseOrder for the BPD-MA Presome is delivered to NFC. If the averageforeign currency rate of Japanese yen to U.S. dollars during themonth prior to the month in which a Purchase Order for the BPD-MAPresome is delivered to NFC is: (a) at least 10% less than the 3 Year Average FXRate; or  (b) at least 10% greater than the 3 Year Average FXRate,QLT and NFC shall automatically adjust the prices set out in thePrice Schedule to reflect the average foreign currency rate ofJapanese yen to U.S. dollars during the month prior to the month inwhich that Purchase Order(s) for BPD-MA Presome was delivered toNFC, such adjustment to be effective only for the BPD-MA to bedelivered under that Purchase Order. In making such adjustment, theparties shall use the T.T. buying exchange rate prevailing at anauthorized foreign exchange bank in Tokyo acceptable to both partiesas 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 otherobligations under this Agreement, whether or not QLT issues aManufacturing Notice or places any Purchase Orders for BPD-MAPresome under this Agreement, during the Term NFC shall continue toensure that its facilities used to manufacture theBPD-MA Presome remain validated and have all authorizations,licenses permits and other approvals or certifications necessary tomanufacture and supply to QLT BPD-MA Presome in accordance with cGMPand all other requirements set forth in this Agreement so that, ifQLT issues a Manufacturing Notice, NFC is in a position tomanufacture and supply to QLT BPD-MA Presome in such quantities asmay be required by QLT and meeting the requirements set out in thisAgreement. To assist NFC with the costs of the foregoing, QLT shallpay to NFC: (a) U.S. [*] on or before [*]; and **[*]** **Certain information in this document has been omitted and filed separately with the Securitiesand Exchange Commission. Confidential treatment has been requested with respect to the omittedportions.**
 

 
 (b) commencing [*] and ending [*], U.S. [*] to bepaid by QLT to NFC each [*], payable on the first day of eachof [*] (the “[*] **Maintenance Fee**”) except that QLT shall not berequired 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 isamended by deleting Exhibit F — Price Schedule thereto and substituting therefor the form ofExhibit 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 [*], NFCshall notify QLT of the amount of [*], [*], [*] and [*] that is then remaining in inventory withNFC and was intended for use in connection with the manufacture of BPD-MA Presome for QLT. QLTshall 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 estimatedquantities, the Parties shall adjust the amount and price for such material accordingly. NFC shallproperly dispose of such inventory of [*] and [*] in compliance with all applicable laws andprovide confirmation of such disposal to QLT. QLT shall reimburse NFC for the reasonable costs ofsuch disposal of the [*] and [*]. NFC shall pack, mark and ship the [*] and [*] purchased underthis Section 3 to QLT in the manner mutually agreed upon in writing between NFC and QLT and shallinclude 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, withrespect to the batches of [*] and [*] purchased by QLT. QLT shall promptly reimburse NFC for itsout-of-pocket costs incurred in shipping the [*] and [*] to QLT. **[*]** **Certain information in this document has been omitted and filed separately with the Securitiesand Exchange Commission. Confidential treatment has been requested with respect to the omittedportions.**
 

 
**4.** **Supply Agreement continues effective**Except as expressly amended hereby, all other terms and conditions of the Supply Agreement remainunchanged and in full force and effect. All capitalized terms which are not defined in thisAmending Agreement have the meaning given to them in the Supply Agreement. **[*]** **Certain information in this document has been omitted and filed separately with the Securitiesand Exchange Commission. Confidential treatment has been requested with respect to the omittedportions.**
 

 
**5.** **Execution**This Agreement may be executed in counterparts with the same effect as if both parties had signedthe same document. Both counterparts shall be construed together and shall constitute one and thesame agreement. This Agreement may be executed by the parties and transmitted by facsimiletransmission and if so executed and transmitted this Agreement shall be for all purposes aseffective 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 theday and year set out on page one.     **QLT INC.**