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                                                                     EXHIBIT 4.2

                                    QLT INC.
               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of December
17, 2004 by and between QLT INC., a company organized under the laws of British
Columbia, Canada (the "Company"), ELAN INTERNATIONAL SERVICES, LTD., a Bermuda
exempted limited liability company ("EIS"), and ELAN PHARMACEUTICAL INVESTMENTS
III, LTD., a Bermuda limited liability company ("Elan").

                                    RECITALS:

     A. Pursuant to a Securities Purchase Agreement dated as of July 18, 2000
(the "Purchase Agreement") by and between Atrix Laboratories, Inc., a Delaware
corporation ("Atrix"), and EIS (the "Purchase Agreement"), EIS acquired, among
other things, a warrant exercisable for 1,000,000 shares of the common stock of
Atrix, par value $0.001 (the "Warrant").

     B. A condition to the closing of the transactions contemplated by the
Purchase Agreement was the execution and delivery by Atrix and EIS of a
registration rights agreement (the "Registration Rights Agreement") dated as of
July 18, 2000.

     C. Pursuant to an asset transfer agreement dated as of March 15, 2001 by
and between EIS and Elan (the "Asset Transfer Agreement"), EIS transferred to
Elan the Warrant and the associated registration rights under the Registration
Rights Agreement.

     C. Pursuant to a termination agreement dated as of September 10, 2003 by
and among Atrix, EIS and certain other parties (the "Termination Agreement"),
Atrix and EIS, among other things, modified certain terms of the Registration
Rights Agreement.

     D. Atrix entered into an Agreement and Plan of Merger dated as of June 14,
2004 with the Company and a wholly-owned subsidiary of the Company (the "Merger
Agreement"), pursuant to which, among other things, (i) Atrix became a
wholly-owned subsidiary of the Company and (ii) each share of the common stock
of Atrix was cancelled and converted into the right to receive one common share
of the Company, no par value (a "Common Share"), plus US$14.61 in cash.

     E. The Company, EIS and Elan hereby desire to amend and restate the
Registration Rights Agreement in order to reflect the transactions contemplated
by the Asset Transfer Agreement, Termination Agreement and Merger Agreement.

     F. In connection with such amendment to the Registration Rights Agreement,
the Company and Elan are also amending and restating the Warrant.

     F. Elan and EIS constitute at least 50% of the Holders of Registrable
Securities that are required to amend the Registration Rights Agreement.



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                                   AGREEMENT:

     The parties hereto agree as follows:

1.   CERTAIN DEFINITIONS

     As used in this Agreement, the following terms shall have the following
respective meanings:

     "Commission" shall mean the U.S. Securities and Exchange Commission.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect from time to time.

     "Holders" or "Holders of Registrable Securities" shall mean Elan and any
Person who shall have acquired Registrable Securities from Elan, either
individually or jointly, as the case may be, in a transaction pursuant to which
registration rights are transferred pursuant to Section 9 hereof.

     "Person" shall mean an individual, a partnership, a company, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental or quasi-governmental entity, or any department,
agency or political subdivision thereof.

     "Registrable Securities" means (i) any of the Common Shares of the Company
issued or issuable upon exercise of that certain amended and restated warrant to
purchase 1,000,000 Common Shares of the Company issued to Elan and dated of even
date herewith (the "Amended and Restated Warrant"), (ii) any of the Common
Shares issued or issuable in respect of the Amended and Restated Warrant upon
any stock split, stock dividend, recapitalization or similar event; excluding in
all cases, however, any Registrable Securities that have been sold under Rule
144 promulgated under the Securities Act, and Registrable Securities sold by a
Person in a transaction (including a transaction pursuant to a registration
statement under this Agreement and a transaction pursuant to Rule 144 under the
Securities Act) in which registration rights are not transferred pursuant to
Section 9 hereof.

     The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act.

     "Registration Expenses" shall mean all expenses, other than Selling
Expenses, incurred by the Company in complying with Sections 2 or 3 hereof,
including without limitation, all registration, qualification and filing fees,
exchange listing fees, printing expenses, escrow fees, fees and disbursements of
counsel for the Company, blue sky fees and expenses, and the expense of any
special audits incident to or required by any such registration.

     "Securities Act" shall mean the Securities Act of 1933, as amended.



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     "Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Holders and the costs and fees of any accountants, attorneys or other
experts retained by the Holders or Holder.

2.   DEMAND REGISTRATION

     (A)  REQUESTS FOR REGISTRATION

     In the event that the Company receives from the Holder(s) a written request
that the Company file a registration statement on Form S-1 or Form S-3 (or any
successor form to Form S-3) or any other short-form registration statement, for
a public offering of Registrable Securities, (a "Demand Registration"), the
reasonably anticipated aggregate price to the public of which, net of
underwriting discounts and commissions, would be at least $5,000,000 or all of
the Shares issued pursuant to the Amended and Restated Warrant, within 10 days
after receipt of any such request, the Company will give written notice of such
requested registration to all other Holders of Registrable Securities; provided,
however, that the Company shall not be obligated to effect, or take any action
to effect, any such Demand Registration during the six month period following
the effective date of a registration (other than a registration on a Form S-8).
A Demand Registration on Form S-3 shall take priority over any other form of
registration statement, if available. The Company shall include such other
Holders' Registrable Securities in such offering if they have responded
affirmatively within 10 days after the receipt of the Company's notice. The
Holders in aggregate will be entitled to request one Demand Registration
hereunder. A registration will not count as a Demand Registration until it has
become effective (unless such Demand Registration has not become effective due
to the fault of the Holders requesting such registration, including a request by
such Holders that such registration be withdrawn).

     (B)  PRIORITY ON DEMAND REGISTRATION

     If a Demand Registration is an underwritten offering and the managing
underwriters advise the Company in writing that in their opinion the number of
Registrable Securities requested to be included in such offering exceeds the
number of Registrable Securities that can be sold in such offering without
adversely affecting the marketability of the offering, the Company will include
in such registration:

     (i)  first such number of Registrable Securities allocated pro rata among
          the Holders thereof and the other Persons holding Registrable
          Securities based upon the number of Registrable Securities owned by
          each such Holder and other Persons holding Registrable Securities
          requested to be included in such offering; and

     (ii) then any other shares of Common Stock proposed to be sold by the
          Company or other Persons. No securities other than Registrable
          Securities hereunder shall be included in such Demand Registration
          without the prior written consent of Holders who collectively hold
          Registrable Securities representing at least 50% of the Registrable
          Securities requested to be registered by such Holders.



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     (C)  RESTRICTIONS ON DEMAND REGISTRATION

     The Company may postpone the filing or the effectiveness of a registration
statement for a Demand Registration one time for up to 105 days if the Company
determines in good faith that such Demand Registration would reasonably be
expected to have a material adverse effect on any proposal or plan by the
Company to engage in any financing, acquisition or disposition of assets (other
than in the ordinary course of business) or any merger, consolidation, tender
offer or similar transaction or would require disclosure of any information that
the board of directors of the Company determines in good faith the disclosure of
which would be detrimental to the Company; provided, that in such event, the
Holders initially requesting such Demand Registration will be entitled to
withdraw such request and, if such request is withdrawn, such Demand
Registration will not count as a permitted Demand Registration hereunder and the
Company will pay any Registration Expenses in connection with such registration.

     (d)  UNDERWRITING

     If the Holders initiating the registration request would like to
distribute the Registrable Securities covered by their request by means of an
underwriting then they shall so advise the Company as a part of their request
made pursuant to Section 2(a) and the Company shall include such information in
the written notice to the other Holders pursuant to Section 2(a). The Company,
however, shall be under no obligation to undertake an underwritten public
offering of the Registrable Securities and may deny such request in its sole
discretion. Notwithstanding the foregoing, if the Company shall consent to an
underwritten offering of the Registrable Securities, the underwriter or
underwriters shall be selected by the Company, and the right of any Holder to
include Registrable Securities in such registration shall be conditioned upon
such Holder's participation in the underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with
the managing underwriter or underwriters selected for such underwriting.

3.   PIGGYBACK REGISTRATIONS

     (A)  RIGHT TO PIGGYBACK

     If the Company shall propose to register Common Stock under the Securities
Act (other than in a registration on Form S-3 relating to sales of securities to
participants in a Company dividend reinvestment plan, S-4 or S-8 or any
successor form or in connection with an acquisition or exchange offer or an
offering of securities solely to the existing shareholders or employees of the
Company), the Company shall give prompt written notice to all Holders of
Registrable Securities of its intention to effect such a registration and,
subject to Section 3(b) and the other terms of this Agreement, shall include in
such registration all Registrable Securities that are permitted under applicable
securities laws to be included in such registration and with respect to which
the Company has received written requests for inclusion therein by the Holders
within 10 days after receipt of the


REGISTRATION RIGHTS AGREEMENT

                                     PAGE 4


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Company's notice (each, a "Piggyback Registration"; together with a Demand
Registration, a "Registration").

     (B)  PRIORITY ON PIGGYBACK REGISTRATIONS

     If a Piggyback Registration is an underwritten registration on behalf of
the Company, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number that can be sold in such offering without
adversely affecting the marketability of the offering, the Company shall include
in such registration, only as may be permitted in the reasonable business
judgment of the managing underwriters for such registration:

     (i)  first, up to that number of securities the Company proposes to sell;

     (ii) second, up to that number of Registrable Securities requested to be
          included in such registration by the Holders and by any other Persons,
          pro rata among the Holders of such Registrable Securities and such
          other Persons, on the basis of the number of shares of Registrable
          Securities of such Holders and other Persons requested to be included
          in such offering; and

     (iii) third, up to that number of other securities requested to be included
          in such registration.

     The Holders of any Registrable Securities included in such a registration
shall execute an underwriting agreement and customary accompanying documents in
form and substance satisfactory to the managing underwriters.

     (C)  RIGHT TO TERMINATE REGISTRATION

     If, at any time after giving written notice of its intention to register
any of its securities as set forth in Section 3(a) and prior to the effective
date of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register such securities, the
Company may, at its election, give written notice of such determination to each
Holder of Registrable Securities and thereupon be relieved of its obligation to
register any Registrable Securities in connection with such registration (but
not from its obligation to pay the Registration Expenses in connection therewith
as provided herein).

     (D)  SELECTION OF UNDERWRITERS

     The Company shall have the right to select the investment banker(s) and
manager(s) to administer an offering pursuant to a Piggyback Registration.


4.   EXPENSES OF REGISTRATION


     Except as otherwise provided herein, all Registration Expenses incurred in
connection with registrations pursuant to Sections 2 and 3 shall be borne by the
Company and all Selling


REGISTRATION RIGHTS AGREEMENT


                                     PAGE 5

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Expenses relating to securities registered on behalf of the Holders of
Registrable Securities shall be borne by such Holders.

5.   REGISTRATION PROCEDURES

     Whenever the Company is under the obligation to register Registrable
Securities held by the Holders hereunder, the Company will use all reasonable
efforts to effect the Registration and the sale of such Registrable Securities,
and pursuant thereto the Company will as expeditiously as reasonably possible:

     (a) subject to Section 2(c) and 3(a) hereof, prepare and file with the
Commission a registration statement on any form for which the Company qualifies
with respect to such Registrable Securities and use all reasonable efforts to
cause such registration statement to become effective (provided that before
filing a registration statement or prospectus or any amendments or supplements
thereto that includes Registrable Securities held by the Holders, the Company
will (i) furnish to one counsel selected by the Holders copies of all such
documents proposed to be filed, which documents will be subject to the review of
such counsel, and (ii) notify each Holder of Registrable Securities covered by
such registration of any stop order issued or threatened by the Commission);

     (b) subject to Section 2(c), 3(c) and 5(e) hereof, prepare and file with
the Commission such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period equal to the shorter of (i) 120
days and (ii) the time by which all Registrable Securities held by the Holders
and covered by such registration statement have been sold, and comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities held by the Holders and covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration statement;

     (c) furnish to each selling Holder of Registrable Securities such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such selling Holder may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Holder;

     (d) use all reasonable efforts to register or qualify the Registrable
Securities held by the Holders under the securities or blue sky laws of such
jurisdictions as any selling Holder reasonably requests and do any and all other
acts and things which may be reasonably necessary or advisable to enable such
selling Holder to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such selling Holder (provided that the Company
will not be required to (i) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 5(d),
(ii) subject itself to taxation in any jurisdiction, or (iii) consent to general
service of process in any such jurisdiction);


REGISTRATION RIGHTS AGREEMENT

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     (e) notify each selling Holder of such Registrable Securities, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the occurrence of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such selling Holder, the Company will
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will
not contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading; provided, however, that
the Company shall not be required to amend the registration statement or
supplement the prospectus for a period of up to six months if the board of
directors of the Company determines in good faith that to do so would reasonably
be expected to have a material adverse effect on any proposal or plan by the
Company to engage in any financing, acquisition or disposition of assets (other
than in the ordinary course of business) or any merger, consolidation, tender
offer or similar transaction or would require the disclosure of any information
that the board of directors of the Company determines in good faith the
disclosure of which would be detrimental to the Company, it being understood
that the period for which the Company is obligated to keep the Registration
Statement effective shall be extended for a number of days equal to the number
of days the Company delays amendments or supplements pursuant to this provision;

     (f) cause all such Registrable Securities held by selling Holders to be
listed on each securities exchange on which similar securities issued by the
Company are then listed;

     (g) provide a transfer agent and registrar for all such Registrable
Securities held by selling Holders not later than the effective date of such
registration statement;

     (h) make available for inspection by a representative of the Holders of
Registrable Securities included in the registration statement, any underwriter
participating in any disposition pursuant to such registration statement and any
attorney, accountant or other agent retained by any such seller or underwriter,
all pertinent financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;

     (i) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement covering Registrable Securities, or of
any order suspending or preventing the use of any related prospectus or
suspending the qualification of any Registrable Securities included in such
registration statement for sale in any jurisdiction, use all reasonable efforts
promptly to obtain the withdrawal of such order; and

     (j) if the registration is an underwritten offering, use all reasonable
efforts to obtain a so-called "cold comfort" letter from the Company's
independent public accountants in customary form and covering such matters of
the type customarily covered by cold comfort letters.


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6.   OBLIGATIONS OF HOLDERS

     Whenever the Holders of Registrable Securities sell any Registrable
Securities pursuant to a Registration, such Holders shall be obligated to comply
with the applicable provisions of the Securities Act, including the prospectus
delivery requirements thereunder, and any applicable state securities or blue
sky laws. In addition, each Holder of Registrable Securities will be deemed to
have agreed by virtue of its acquisition of such Registrable Securities that,
upon receipt of any notice described in Section 5(e), such holder will forthwith
discontinue disposition of such Registrable Securities covered by such
registration statement or prospectus until such Holder's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 5(e), or until
it is advised in writing by the Company that the use of the applicable
prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such prospectus. The Holders shall keep confidential the fact and
content of any notice given by the Company pursuant to Section 5(e).

7.   INDEMNIFICATION

     (a) In connection with any registration statement for a Registration in
which a Holder of Registrable Securities is participating, the Company agrees to
indemnify, to the fullest extent permitted by applicable law, each such Holder
of Registrable Securities, its officers and directors and each Person who
controls such Holder (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities, expenses or any amounts paid in settlement
of any litigation, investigation or proceeding commenced or threatened to which
each such indemnified party may become subject under the Securities Act,
including without limitation, attorneys fees and disbursements (collectively,
"Claims") insofar as such Claim arose out of (i) any untrue or alleged untrue
statement of material fact contained, on the effective date thereof, in any such
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or (ii) any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same arise out of or is
contained in any information furnished in writing to the Company by such Holder
expressly for use therein, by such Holder's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such Holder with a sufficient number of copies
of the same or by such Holder's failure to comply with applicable securities
laws. In connection with an underwritten offering, the Company will indemnify
the underwriters, their officers and directors and each Person who controls the
underwriters (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Holders of Registrable
Securities.

     (b) In connection with any registration statements for a Registration in
which a Holder of Registrable Securities is participating, each such Holder will
furnish to the Company in writing such customary information as the Company
reasonably requests for use in connection with any such registration statement
or prospectus (the "Seller's Information") and, to the fullest extent permitted
by applicable law, will indemnify the Company, its directors and officers and
each Person who controls the Company (within the meaning of the


REGISTRATION RIGHTS AGREEMENT

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Securities Act) against any and all Claims to which each such indemnified party
may become subject under the Securities Act insofar as such Claim arose out of
(i) any untrue or alleged untrue statement of material fact contained, on the
effective date thereof, in any such registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto, (ii) any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements regarding Seller's
Information therein not misleading or (iii) any failure on the part of the
Holder to comply with applicable securities laws; provided, that with respect to
a Claim arising pursuant to clause (i) or (ii) above, the material misstatement
or omission is contained in or relates to such Seller's Information or
information regarding the Holder; provided, further, that the obligation to
indemnify will be individual to each Holder and will be limited to the amount of
proceeds received by such Holder from the sale of Registrable Securities
pursuant to such registration statement.

     (c) Any Person entitled to indemnification hereunder will (i) give prompt
written notice to the indemnifying party of any claim with respect to which it
seeks indemnification (but the failure to provide such notice shall not release
the indemnifying party of its obligation under paragraphs (a) and (b), unless
and then only to the extent that, the indemnifying party has been prejudiced by
such failure to provide such notice) and (ii) unless in such indemnified party's
reasonable judgment, based on written advice of counsel, a conflict of interest
between such indemnified and indemnifying parties may exist with respect to such
claim, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim will not
be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party, based on written
advice of counsel, a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim.

     (d) The indemnifying party shall not be liable to indemnify an indemnified
party for any settlement, or consent to judgment of any such action effected
without the indemnifying party's written consent (but such consent will not be
unreasonably withheld). Furthermore, the indemnifying party shall not, except
with the prior written approval of each indemnified party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to each
indemnified party of a release from all liability in respect of such claim or
litigation without any payment or consideration provided by each such
indemnified party.

     (e) If the indemnification provided for in this Section 7 is unavailable to
an indemnified party under clauses (a) and (b) above in respect of any losses,
claims, damages or liabilities referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the Company, the underwriters, the sellers of Registrable
Securities and any other sellers participating in the registration statement in
connection with the statement or omission which resulted in such losses, claims,
damages or liabilities, as


REGISTRATION RIGHTS AGREEMENT


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well as any other relevant equitable considerations. The relative fault of the
Company, the underwriters, the sellers of Registrable Securities and any other
sellers participating in the registration statement shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the sellers of Registrable
Securities and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

     (f) The indemnification provided for under this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling person of such
indemnified party and will survive the transfer of the Registrable Securities.

8.   PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

     No Holder may participate in any registration hereunder which is
underwritten unless such Holder (a) agrees to sell such Holder's securities on
the basis provided in any underwriting arrangements approved by the Holder or
Holders entitled hereunder to approve such arrangements, (b) as expeditiously as
possible notifies the Company of the occurrence of any event as a result of
which any prospectus contains an untrue statement of material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (c) completes and executes all custody
agreements, questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

9.   TRANSFER OF REGISTRATION RIGHTS

     The rights granted to any Holder under this Agreement may be assigned to
any permitted transferee of Registrable Securities, in connection with any
transfer or assignment of Registrable Securities by a Holder; provided, however,
that: (a) such transfer is otherwise effected in accordance with applicable
securities laws, and (b) if not already a party hereto, the assignee or
transferee agrees in writing prior to such transfer to be bound by the
provisions of this Agreement applicable to the transferor.

10.  INFORMATION BY HOLDER

     Each Holder shall furnish to the Company such written information regarding
such Holder and any distribution proposed by such Holder as the Company may
reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification or compliance referred to in this Agreement
and shall promptly notify the Company of any changes in such information.


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11.  EXCHANGE ACT COMPLIANCE

     The Company shall comply with all of the reporting requirements of the
Exchange Act then applicable to it and shall comply with all other public
information reporting requirements of the Commission which are conditions to the
availability of Rule 144 for the sale of the Registrable Securities. The Company
shall cooperate with each Holder in supplying such information as may be
necessary for such Holder to complete and file any information reporting forms
presently or hereafter required by the Commission as a condition to the
availability of Rule 144.

12.  TERMINATION OF REGISTRATION RIGHTS

     All registration rights and obligations under this Agreement shall
terminate and be of no further force and effect, as to any particular Holder, 60
days after the date of such time as all Registrable Securities held by such
Holder can be sold within a three month period without compliance with the
registration requirements of the Securities Act pursuant to Rule 144 (including
Rule 144(k)) promulgated thereunder.

13.  MISCELLANEOUS

     (A)  NO INCONSISTENT AGREEMENTS

     The Company will not hereafter enter into any agreement with respect to its
securities which is inconsistent with or violates the rights granted to the
Holders of Registrable Securities in this Agreement without the prior written
consent of a majority in interest of such Registrable Securities.

     (B)  REMEDIES

     Any Person having rights under any provision of this Agreement will be
entitled to enforce such rights specifically to recover damages caused by reason
of any breach of any provision of this Agreement and to exercise all other
rights granted by law. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction (without posting any bond or other
security) for specific performance and for other injunctive relief in order to
enforce or prevent violation of the provisions of this Agreement; provided,
however, that in no event shall any Holder have the right to enjoin, delay or
interfere with any offering of securities by the Company.

     (C)  AMENDMENTS AND WAIVERS

     Except as otherwise provided herein, the provisions of this Agreement may
be amended or waived only with the prior written consent of the Company and
Holders of at least 50% of the Registrable Securities; provided that without the
prior written consent of all the Holders, no such amendment or waiver shall
reduce the foregoing percentage required to amend or waive any provision of this
Agreement.


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     (D)  SUCCESSORS AND ASSIGNS

     All covenants and agreements in this Agreement by or on behalf of any of
the parties hereto will bind and inure to the benefit of the respective
successors and assigns of the parties hereto, and shall inure to the benefit and
be enforceable by each Holder of Registrable Securities from time to time. In
addition, whether or not any express assignment has been made, the provisions of
this Agreement which are for the benefit of Holders of Registrable Securities
are also for the benefit of, and enforceable by, any transferee of Registrable
Securities.

     (E)  SEVERABILITY

     Whenever possible, each provision of this Agreement will be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this Agreement.

     (F)  COUNTERPARTS

     This Agreement may be executed simultaneously in two or more counterparts,
any one of which need not contain the signatures of more than one party, but all
such counterparts taken together will constitute one and the same Agreement.

     (G)  DESCRIPTIVE HEADINGS

     The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a part of this Agreement.

     (H)  GOVERNING LAW

     All questions concerning the construction, validity and interpretation of
this Agreement will be governed by the laws of the State of New York without
regard to principles of conflicts of laws, except that all issues concerning the
relative rights of the Company and its shareholders shall be governed by the
Business Corporations Act (British Columbia), without giving effect to the
principles thereof relating to conflicts of laws.

     (I)  NOTICES

     All notices, demands and requests of any kind to be delivered to any party
in connection with this Agreement shall be in writing and shall be deemed to
have been duly given if personally delivered or if sent by nationally-recognized
overnight courier or by registered or certified airmail, return receipt
requested and postage prepaid or by facsimile transmission, addressed as
follows:

     (i)  if to the Company, to:


REGISTRATION RIGHTS AGREEMENT


                                    PAGE 12



<PAGE>




         QLT Inc.
         887 Great Northern Way
         Vancouver, B.C., Canada V5T 4T5
         Attention: Chief Executive Officer
         Facsimile: (604) 707-7001

         with a copy to:

         Perkins Coie LLP
         1201 Third Avenue, Suite 4800
         Seattle, WA 98101
         Attention : Scott L. Gelband
         Facsimile: (206) 359-9000

         (ii)   if to ELAN, to:

         Elan Pharmaceutical Investments III, Ltd.
         102 St. James Court
         Flatts, Smiths Parish
         Bermuda, FL 04
         Facsimile: (441) 292-2224
         Attention: President

         with a copy to:

         Brock Silverstein LLC
         800 Third Avenue
         New York, New York 10022
         Facsimile: (212) 371-5500
         Attention: David Robbins, Esq.

         (J)    ENTIRE AGREEMENT

         This Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the subject matter hereof and
supersedes all prior agreements relating to such subject matter.


REGISTRATION RIGHTS AGREEMENT


                                    PAGE 13



<PAGE>



           IN WITNESS WHEREOF, the parties have executed this Amended and
Restated Registration Rights Agreement as of the date first written above.


                               QLT INC.


                                    --------------------------------------------




                               ELAN INTERNATIONAL SERVICES, LTD.



                                    --------------------------------------------



                               ELAN PHARMACEUTICAL INVESTMENTS III, LTD.



                                    --------------------------------------------


REGISTRATION RIGHTS AGREEMENT


                                    PAGE 14