EXHIBIT 10.45
 801 & 887 GREAT NORTHERN WAY
 SALE AND PURCHASE AGREEMENT
  QLT INC.
560677 B.C. LTD.
630321 B.C. LTD.
  DISCOVERY PARKS HOLDINGS INC.




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TABLE OF CONTENTS
 Article 1 Interpretation
    
    
    21.1               Definitions
    
    
    21.2               General Principles
    
    
    61.3               Schedules
    
    
    7Article 2 Purchase and Sale
    
    
    72.1               Agreement of Purchase and Sale
    
    
    72.2               Payment of Purchase Price
    
    
    72.3               Deposit
    
    
    82.4               Allocation of Purchase Price
    
    
    92.5               Purchase of Shares
    
    
    9Article 3 Documents, Inspection and Confidentiality
    
    
    93.1               Project Documents
    
    
    93.2               Confidentiality
    
    
    93.3               Inspection
    
    
    103.4               Authorization
    
    
    10Article 4 General Covenants
    
    
    104.1               Covenants of the Vendors
    
    
    104.2               Leasing Activity
    
    
    114.3               Estoppel Certificates
    
    
    124.4               Approved Service Contracts
    
    
    124.5               Competition Act
    
    
    124.6               QLT Lease
    
    
    13Article 5 Risk
    
    
    135.1               Risk and Purchasers Election
    
    
    135.2               Insurance Proceeds
    
    
    14Article 6 Adjustments and Related Matters
    
    
    146.1               Adjustments
    
    
    146.2               Further Adjustments
    
    
    156.3               Adjustment Determination
    
    
    156.4               Tenant Inducements and Rent-Free Periods
    
    
    15Article 7 Possession
    
    
    167.1               Possession
    
    
    16Article 8 Representations and Warranties
    
    
    168.1               Vendors Representations and Warranties
    
    
    168.2               Survival of Warranties and Representations
    
    
    208.3               As Is, Where Is
    
    
    208.4               Purchasers Representations and Warranties
    
    
    21




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-ii- Article 9 Conditions Precedent
    
    
    219.1               Purchasers Conditions Precedent
    
    
    219.2               Purchasers Closing Conditions
    
    
    239.3               Satisfaction of Conditions Precedent
    
    
    249.4               Vendors Conditions Precedent
    
    
    249.5               Vendors Closing Conditions
    
    
    249.6               Nature of Conditions
    
    
    25Article 10 Closing
    
    
    2610.1               Closing
    
    
    2610.2               Vendors Closing Documents
    
    
    2610.3               Purchasers Closing Documents
    
    
    2710.4               Form of Documents
    
    
    2810.5               Payment in Trust
    
    
    2810.6               Registration
    
    
    2810.7               Closing
    
    
    2810.8               Concurrent Requirements
    
    
    2910.9               Discharge of Encumbrances by Vendors
    
    
    2910.10             Delivery of Project Documents
    
    
    2910.11             Goods and Services and Social Services Tax
    
    
    3010.12             Purchaser Financing
    
    
    30Article 11 General
    
    
    3111.1               Further Assurances
    
    
    3111.2               Survival
    
    
    3111.3               Entire Agreement
    
    
    3111.4               Notices
    
    
    3111.5               Fees
    
    
    3211.6               Real Estate Commissions
    
    
    3311.7               Time
    
    
    3311.8               Tender
    
    
    3311.9               Assignment
    
    
    3411.10             Enurement
    
    
    3411.11             Counterparts
    
    
    3411.12             Execution
    
    
    34SCHEDULE A     ASSIGNMENT OF APPROVED SERVICE CONTRACTS
    
    
    A-1SCHEDULE B     ASSIGNMENT OF LEASES
    
    
    B-1SCHEDULE C     LANDS AND REGISTERED CHARGES
    
    
    C-1SCHEDULE D     ESTOPPEL CERTIFICATE
    
    
    D-1SCHEDULE E     PROJECT DOCUMENTS
    
    
    E-1SCHEDULE F     NOT USED
    
    
    F-1SCHEDULE G     EXCLUDED ASSETS
    
    
    G-1SCHEDULE H     QLT LEASE  PRINCIPAL TERMS AND CONDITIONS
    
    
    H-1




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SALE AND PURCHASE AGREEMENT
 THIS AGREEMENT
  QLT INC. (QLT)
560677 B.C. LTD. (the Lot F Nominee)
630321 B.C. LTD. (the Lot 1 Nominee)
 Nominees Vendors
  DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WITNESSES THAT WHEREAS:
    NOW THEREFORE




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-2-

ARTICLE 1
INTERPRETATION


1.1 Definitions




Approved Financial Institution


Approved Service Contracts


(a)
    
    Natural Gas Supply and Management Services Agreement dated May 1, 2003 among
QLT and Direct Energy Marketing Limited;(b)
    
    HVAC Service Agreement dated December 17, 2007 among QLT and Trane British
Columbia; and(c)
    
    those of the remaining Service Contracts that the Purchaser has approved in
writing on or before the date set out in Section 9.1(b) for satisfaction or waiver of
the conditions referred to in Section 9.1(b);


Assignment of Approved Service Contracts


Assignment of Leases


Building


Business Day Employment Standards Act


Closing Date th


(a)
    
    the date the conditions referred to in Section 9.1(b) have been satisfied or
waived by the Purchaser; and(b)
    
    the date the conditions referred to in Section 9.4(a) have been satisfied or
waived by the Vendors;






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-3- 
 Commissioner
 Competition Act Competition Act
 Declarations of Trust
 (a)
    
    the declaration of trust in respect of the Lot F Property made on December 3,
1998 between the Lot F Nominee and QLT; and(b)
    
    the declaration of trust in respect of the Lot 1 Property made on August 29,
2001 between the Lot 1 Nominee and QLT;
 Deposit
 Development Permit
 Environment
 Environmental Laws
 Estoppel Certificate
 Excluded Assets
 Form A Transfers
 GST
 GST Certificate
 Hazardous Waste Environmental Management Act Hazardous Waste Regulation Environmental Management
Act
 Included Chattels
 Laws




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-4-  Leases
 Lot F Property
 Lot 1 Property
 LTO
 Mechanical Systems
 Notice
 Permitted Encumbrances
 (a)
    
    the encumbrances in respect of each of the Lot F Property and the Lot 1
Property described in Schedule C hereto;(b)
    
    the Leases;(c)
    
    any leases or agreements to lease, or modifications or extensions to Leases
entered into by the Vendors in accordance with Section 4.2;(d)
    
    the QLT Lease to be entered into in accordance with Section 4.6;(e)
    
    the rights reserved to or vested in or deemed to be reserved to or vested in
any governmental or public authority pursuant to any Crown Grants(s) applicable to the
Lot F Property or the Lot 1 Property or pursuant to any applicable statutory
provisions; and(f)
    
    any other liens, charges or encumbrances expressly permitted in writing by the
Purchaser;




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-5- 
 Project Documents
 Properties
 Purchase Price
 Purchased Assets
 (a)
    
    the beneficial interest of QLT in the Properties;(b)
    
    the registered interest of the Nominees in the Properties;(c)
    
    the Included Chattels;(d)
    
    the Mechanical Systems;(e)
    
    the benefit of the Leases;(f)
    
    the benefit of the Approved Service Contracts; and(g)
    
    the interest of the Vendors in the Project Documents (including the Development
Permit) to the extent transferrable;
  Purchasers Solicitors
 QLT Lease
 Service Contracts
 Shares
 Short Form QLT Lease
 Tenants
 Vendors Solicitors




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-6- 1.2 General Principles
  (a)
    
    this Agreement means this Agreement, including the Schedules hereto, as the
same may be supplemented or amended and in effect from time to time;(b)
    
    except as otherwise expressly provided in this Agreement, any reference in this
Agreement to an Article, a Section, paragraph, subparagraph or Schedule is a reference
to the appropriate Article, Section, paragraph, subparagraph or Schedule in or to this
Agreement;(c)
    
    if any provision of this Agreement or any part hereof is found or determined to
be invalid it will be severable and severed from this Agreement and the remainder of
this Agreement will be construed as if such invalid provision or part had been deleted
from this Agreement;(d)
    
    this Agreement and all matters arising hereunder will be governed by and
construed in accordance with the laws of British Columbia, which will be deemed to be
the proper law hereof, and the courts of British Columbia will have the non-exclusive
jurisdiction to entertain and determine all claims and disputes arising out of or in
any way connected with this Agreement (subject to any arbitration provisions hereof)
and the validity, existence and enforceability hereof;(e)
    
    the headings used in this Agreement are for convenience only and do not form
part of this Agreement and shall not in any way affect, limit, amplify or modify the
terms hereof or the interpretation, scope or intent thereof;(f)
    
    the words herein, hereof and hereunder and words of similar import refer
to this Agreement as a whole and not to any particular Article, Section, paragraph,
subparagraph or other subdivision or Schedule hereof;(g)
    
    the word including, when following any general statement, term or matter,
will not be construed to limit such general statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items or
matters, but will be construed to refer to all other items or matters that could
reasonably fall within the scope of such general statement, term or matter, whether or
not non-limiting language (such as without limitation, but not limited to or words
of similar import) is used with reference thereto;(h)
    
    words importing the masculine gender include the feminine or neuter gender and
words in the singular include the plural, and vice versa;(i)
    
    any reference to a statute includes and is a reference to such statute and to
the regulations made pursuant thereto, with all amendments made thereto and in force
from time to time, and to any statutes or any regulations that may be passed which have
the effect of supplementing or superseding such statutes or regulations;




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-7- 
 (j)
    
    all references to monetary amounts in this Agreement are references to Canadian
dollars;(k)
    
    any action to be taken pursuant to this Agreement on a day that is not a
Business Day shall be taken on the next succeeding Business Day; and(l)
    
    if any party to this Agreement is comprised of more than one legal entity all
of the obligations and liabilities of that party shall be the joint and several
obligations and liabilities of each legal entity comprising such party.
 1.3 Schedules
  
 ARTICLE 2
PURCHASE AND SALE
 2.1 Agreement of Purchase and Sale
  2.2 Payment of Purchase Price
  (a)
    
    by way of a deposit of Two Million Canadian Dollars ($2,000,000.00) paid to the
Vendors Solicitors as follows:
 (i)
    
    the sum of Seven Hundred and Fifty Thousand Canadian Dollars
($750,000.00) by payment of such amount within two (2) Business Days after the
date of execution and delivery of this Agreement by both parties; and(ii)
    
    the sum of One Million Two Hundred and Fifty Thousand Canadian
Dollars ($1,250,000.00) by payment of such amount on the date the




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-8- 
 conditions referred to in Section 9.1(b) have been satisfied or waived by
the Purchaser;
 and if the Purchaser defaults in paying when due all or any part of such deposit
then, at the option of the Vendors, the Vendors shall have no further obligations
under this Agreement and the Deposit and all interest thereon shall be paid to the
Vendors pursuant to Section 2.3(d); and(b)
    
    by payment of the balance of the Purchase Price to the Vendors on the Closing
Date as provided in Article 10 and, if applicable, Section 11.8.
 2.3 Deposit
  (a)
    
    to the Vendors on account of the Purchase Price contemporaneously with the
completion of the transactions contemplated by this Agreement, with all interest paid
to the Purchaser;(b)
    
    to the Purchaser together with all interest if any of the conditions referred
to in Section 9.1 or Section 9.4 are neither satisfied nor waived within the time
provided, without prejudice to any other rights of the parties under this Agreement, or
if the Purchaser elects not to complete the purchase pursuant to Section 5.1;(c)
    
    to the Purchaser together with all interest if the transactions contemplated by
this Agreement are not completed by reason of any of the conditions referred to in
Section 9.2 being neither satisfied nor waived or by reason of the Vendors default
hereunder, but without prejudice to any other rights of the Purchaser under or pursuant
to this Agreement; and(d)
    
    to the Vendors together with all interest if the transactions contemplated by
this Agreement are not completed by reason of any of the conditions referred to in
Section 9.5 being neither satisfied nor waived or by reason of the Purchasers default
hereunder, such payment being on account of the Vendors damages, but without prejudice
to any other rights of the Vendors under or pursuant to this Agreement.




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-9- 
 2.4 Allocation of Purchase Price
  2.5 Purchase of Shares
  ARTICLE 3
DOCUMENTS, INSPECTION AND CONFIDENTIALITY
 3.1 Project Documents
 (a)
    
    The Vendors shall, within three (3) Business Days after the date of execution
of this Agreement by both parties, deliver to the Purchaser or make available for the
inspection of the Purchaser, as the case may be, as set out in Schedule E, all Project
Documents or true and complete copies thereof (to the extent that the Vendors have not
already provided copies of such material to the Purchaser). Thereafter, the Vendors
shall forthwith deliver to the Purchaser all such further information respecting the
Project Documents or the Properties that is reasonably requested by the Purchaser and
is within the control or possession of the Vendors.(b)
    
    The Purchaser acknowledges and agrees that the Vendors shall not have any
liability for any errors, omissions or inaccuracies in any of the Project Documents
that are studies, reports or other documents prepared by third parties, except to the
extent of any express representation, warranty, covenant or agreement of the Vendors
contained in this Agreement and subject to Section 8.2.
 3.2 Confidentiality




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-10-  3.3 Inspection
  3.4 Authorization
  ARTICLE 4
GENERAL COVENANTS
 4.1 Covenants of the Vendors
  (a)
    
    from and after the date of this Agreement to the Closing Date, maintain the
Properties in their present condition, reasonable wear and tear excepted, and, subject
to Article 5, do or cause to be done all necessary repairs and maintenance as required
to effect same, take all reasonable care to protect and safeguard the Properties, and
operate and otherwise deal with the Properties as a careful and prudent owner would do
and in such a manner that the warranties and representations in Section 8.1 remain true
and correct in all material respects;




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-11- 
 provided that the Vendors shall not be obliged to make capital repairs to the
Properties except in case of emergency;(b)
    
    maintain in full force and effect the existing insurance coverage in respect of
the Properties until the Closing Date;(c)
    
    observe and perform all of the landlords obligations under the Leases and
diligently enforce all of the landlords rights and remedies thereunder;(d)
    
    take or cause to be taken all proper steps and actions and corporate
proceedings to enable the Vendors to vest a good and marketable title to the Purchased
Assets in the Purchaser free and clear of all liens, encumbrances, defects in title,
equities or claims of every nature and kind except for Permitted Encumbrances and to
enable the Vendors to carry out the sale of the Purchased Assets and to execute and
deliver this Agreement as valid and binding obligations of the Vendors;(e)
    
    maintain in all material respects present levels of consumable supplies and
spare parts in the Building until the Closing Date;(f)
    
    pay, on or before the due date, all municipal taxes, local improvement taxes,
rates, levies and assessments of every nature or kind with respect to the Properties
for the 2008 calendar year that become due and payable before the Closing Date; and(g)
    
    as of the Closing Date, cancel or terminate at its expense all Service
Contracts other than Approved Service Contracts.
 4.2 Leasing Activity
 (a)
    
    The Purchaser agrees that in the period following the date of execution of this
Agreement by both parties and up to the date for satisfaction or waiver of the
conditions referred to in Section 9.1(b), the Vendors may carry on their leasing
program for the Lot F Property and the Building. The Vendors agree that they will not
enter into any binding commitments with Tenants or prospective tenants for the Lot F
Property and the Building or any material modification of any Lease during such period
without first providing the Purchaser with a copy of any such proposed binding
commitment or material modification.(b)
    
    If the transactions contemplated by this Agreement are completed, the Purchaser
will assume all such commitments from and after the Closing Date and will fully perform
the obligations of the Vendors pursuant to such commitments, including honouring
obligations to provide any tenant inducements to the Tenants or prospective tenants of
the Lot F Property and the Building, and being responsible for all commissions that are
payable and all landlords work thereunder and the same will not be subject to
adjustment on closing, except that, if the term of any new lease commences prior to the
Closing Date, then the responsibility for any related tenant inducements (including
landlords work) and commissions will be pro-rated between the Vendors and the
Purchaser on the basis of the number of months of the initial term of such lease prior
to the Closing Date (as for the




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-12- 
 Vendors) and the number of months of the initial term of such lease after the
Closing Date (as for the Purchaser), and the same will be subject to adjustment on
closing.(c)
    
    The Vendors agree that after the conditions referred to in Section 9.1(b) are
satisfied or waived by the Purchaser, the Vendors will not enter into any binding
commitments with Tenants or prospective tenants for the Lot F Property or the Building
or any material modification of any Lease without the Purchasers prior written
approval, which approval may be withheld in the Purchasers sole and absolute
discretion.(d)
    
    The Vendors agree that if they carry on the leasing program, they will do so in
good faith in the ordinary course following the date of execution of this Agreement by
both parties and will only consider commitments with tenants and prospective tenants
which are consistent with market driven leasing arrangements in the Vancouver market.
 4.3 Estoppel Certificates
 Replacement Estoppel Certificates
 4.4 Approved Service Contracts
  4.5 Competition Act




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-13-  4.6 QLT Lease
 QLT Lease Short Form QLT Lease
 ARTICLE 5
RISK
 5.1 Risk and Purchasers Election
  (a)
    
    to terminate this Agreement, in which case the Deposit together with accrued
interest will be paid to the Purchaser in accordance with Section 2.3(b) and neither
the Vendors nor the Purchaser shall have any further obligation hereunder; or(b)
    
    to complete the transactions contemplated by this Agreement.




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-14- 5.2 Insurance Proceeds
  ARTICLE 6
ADJUSTMENTS AND RELATED MATTERS
 6.1 Adjustments
  (a)
    
    except as otherwise provided herein, all adjustments, both incoming and
outgoing, with respect to the Properties, including taxes, utilities, rents, common
area and operating expenses, deposits and interest thereon, tenant allowances, tenant
recharges, fuel, licences, insurance, audit costs, payments under Approved Service
Contracts and other items normally adjusted between a vendor and purchaser in the sale
of similar properties shall be adjusted as of the Closing Date so that the Vendors will
bear and pay all expenses and receive all income related to the Properties prior to the
Closing Date and the Purchaser will bear and pay all expenses and receive all income
related to the Properties from and including the Closing Date;(b)
    
    the Vendors will remain liable to remit, in accordance with Part IX of the
Excise Tax Act(Canada), any goods and services tax exigible on taxable supplies made
by the Vendors and that became payable (as contemplated in Section 168 of the Excise
Tax Act(Canada)) prior to the Closing Date;(c)
    
    the Vendors shall not be credited with arrears of rent or other charges owed by
Tenants as of the Closing Date, except that the Vendors shall be credited for arrears
of rent and any other charges owed by any Tenant as of the Closing Date in respect of
the then current month so long as such Tenant is not then in arrears for any previous
month; the Purchaser and the Vendors each agree to cooperate with the other in respect
of the collection of any then current arrears (including the full amount of any unpaid
federal goods and services tax payable by the Tenants on such arrears). The Vendors
shall provide the Purchaser with detailed information as to the determination of the
amount of such arrears, and the Purchaser shall take reasonable steps in order to
collect such arrears as soon as may be practicable. If and when the Purchaser collects
any such arrears the Purchaser will remit to the Vendors that portion due to the
Vendors in respect of the period prior to the dates of adjustment for the respective
components of such arrears, less any reasonable third party collection costs. For
greater certainty, the Vendors will be entitled to receive the full amount of goods and
services tax paid on arrears by the Tenants if such goods and services tax became
payable (as contemplated in Section 168 of the Excise Tax Act(Canada)) prior to the
Closing




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-15- 
 Date. Payment of rents and recoveries shall be applied first to current rents and
recoveries and the excess to the latest arrears. The Vendors shall be entitled to
attempt to collect any such arrears the Purchaser has not collected within three (3)
months after the Closing Date, provided that it shall not be entitled to terminate
any Tenants lease or seize any of the Tenants property on the Tenants premises;(d)
    
    although the Purchaser will be entitled, subject to the Vendors right under
Section 6.1(c), to collect all rentals and other recoveries after the Closing Date
whether applicable to periods prior to or after the Closing Date, the Purchaser and the
Vendors agree to receive in trust and promptly remit to the other that portion of any
rentals or recoveries received by it as would reasonably be expected to be credited to
or by the other party hereunder on a subsequent adjustment, subject to the provisions
of Section 6.1(c). Any rents and recharges received by the Vendors and designated by a
Tenant or other occupant to be applied to a period ending after the date of adjustment
for the subject matter of such arrears will be promptly paid or endorsed over to the
Purchaser; and(e)
    
    if any dispute arises with regard to the adjustments referred to in Article 6
either before or after the Closing Date, the matter in dispute will be referred in the
first instance to the auditors of the Purchaser and the auditors of the Vendors for
determination. If such auditors cannot agree on a determination of the matter in
dispute within thirty (30) days following the reference to them, the matter in dispute
will be referred to a single arbitrator under the Commercial Arbitration Act(British
Columbia) or any successor legislation then in effect in British Columbia. The Vendors
and Purchaser will make any references mentioned herein expeditiously and will share
all arbitration costs equally.
 6.2 Further Adjustments
  6.3 Adjustment Determination
  6.4 Tenant Inducements and Rent-Free Periods




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-16-  ARTICLE 7
POSSESSION
 7.1 Possession
  ARTICLE 8
REPRESENTATIONS AND WARRANTIES
 8.1 Vendors Representations and Warranties
  (a)
    
    QLT is a duly incorporated and validly existing company in good standing under
the laws of the Province of British Columbia and has the corporate power and capacity
to own its interest in the Properties and to carry on its business;(b)
    
    each Nominee is a duly incorporated and validly existing company in good
standing under the laws of the Province of British Columbia and has the corporate power
and capacity to hold legal title to the Lot F Property, in the case of the Lot F
Nominee, and the Lot 1 Property, in the case of the Lot 1 Nominee, in trust for QLT and
to carry on its business;(c)
    
    none of QLT nor the Nominees are a non-resident of Canada within the meaning of
the Income Tax Act(Canada);(d)
    
    by the Closing Date, all necessary corporate action on the part of the Vendors
will have been taken to authorize and approve the completion of the transactions
contemplated by this Agreement;(e)
    
    none of the Vendors has any indebtedness or liability to any person, firm or
corporation that might now or hereafter constitute a lien, charge or encumbrance on the
Purchased Assets or that would affect the Purchasers right, from and after the Closing
Date, to own, occupy (subject to the Leases and the QLT Lease) and obtain revenue from
the Properties, other than Permitted Encumbrances;(f)
    
    subject to obtaining any required consents to the assignment of the Approved
Service Contracts, neither the execution of this Agreement nor the completion of the
transactions contemplated hereby will conflict with or result in a breach of the
respective constating documents of any of the Vendors nor constitute a breach of,




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-17- 
 default under, or acceleration of any obligation under, or constitute any event
which, with the giving of notice or lapse of time or otherwise, would constitute a
breach of, default under, or acceleration of any obligation under, any indenture,
mortgage, deed of trust or any other agreement to which any of the Vendors is a
party or by which any of them is bound or to which any of their assets are subject
(including the Declarations of Trust);(g)
    
    there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the knowledge of the Vendors, threatened
against or affecting any of the Vendors and pertaining to the Purchased Assets or any
part thereof at law or in equity or before or by any federal, provincial, municipal or
other governmental department, commission, board, bureau, agency or authority;(h)
    
    QLT has a good and marketable beneficial title to the Properties, legal title
to which is held by the Lot F Nominee, in the case of the Lot F Property, and by the
Lot 1 Nominee, in the case of the Lot 1 Property, each as nominee and bare trustee for
QLT pursuant to the Declarations of Trust, free and clear of all liens, charges and
encumbrances except the Permitted Encumbrances;(i)
    
    the Permitted Encumbrances described in Schedule C are in full force and effect
and have not been further amended, none of the Vendors is in default thereunder, no
other party is, to the knowledge of the Vendors, in default thereunder and there are no
existing disputes thereunder;(j)
    
    all municipal taxes, local improvement taxes, rates, levies and assessments of
every nature and kind with respect to the Properties for the 2007 calendar year and all
preceding calendar years, have been paid in full and, except as provided in the
Permitted Encumbrances described in Schedule C, none of the Vendors has, in connection
with the Properties, any present or future obligation to pay monies to any statutory
authority in connection with off-site roads, services, utilities or similar services or
to construct or provide off-site roads, services, utilities or similar services in
connection with the Properties;(k)
    
    none of the Vendors is a party to or bound by any collective bargaining
agreements or any agreements with a trade union by which the Purchaser will be bound by
virtue of acquiring the Purchased Assets, and there are no employees of the Vendors
with respect to whom the Purchaser will assume or incur any responsibility or liability
by virtue of acquiring the Purchased Assets;(l)
    
    with respect to the Properties:
 (i)
    
    to the best of the knowledge of the Vendors, the Building is
not subject to any outstanding work order or notice of defect or non-compliance
from any provincial or municipal board or official or Board of Fire
Underwriters or like authority;




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-18- 
 (ii)
    
    except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority of
non-compliance with respect to Environmental Laws;(iii)
    
    except as disclosed in the Project Documents, the Vendors have
not at any time received, handled, generated, used, stored, deposited, treated,
transported or disposed of any Hazardous Waste on the Lot F Property, the Lot 1
Property or within the Building except in compliance with all applicable
Environmental Laws; and(iv)
    
    except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority that requires
any remedial action to be conducted or any works to be undertaken with respect
to environmental contamination of the Lot F Property, the Lot 1 Property or the
Building;
 (m)
    
    the Included Chattels are free and clear of all liens, charges and
encumbrances;(n)
    
    none of the Vendors has received any Notice from any governmental authority or
has any knowledge of any intention of any statutory authority to expropriate all or any
part of the Properties;(o)
    
    none of the Vendors has received any Notice from any governmental authority of
any intention of the applicable municipal authority to alter its zoning bylaw or
official community plan, if any, so as to affect or potentially affect in a detrimental
manner the Properties or the use thereof;(p)
    
    there are no claims, actions or proceedings pending or, to the knowledge of the
Vendors, threatened, in law or in equity, that would materially interfere with the use
and enjoyment of the Properties or the occupancy or use of all or any part of the
Properties by the Purchaser or any Tenant or QLT under the QLT Lease or that could
affect the Purchasers right to own, occupy and obtain revenue from the Properties;(q)
    
    with respect to the Leases:
 (i)
    
    the Leases constitute all leases, agreements to lease, and
other rights in existence on the date of this Agreement, either written or
oral, under which any person, firm or corporation has any right to lease, use
or occupy any portion of the Lot F Property or the Building in the nature of a
tenancy or licence and all Tenants are at arms length from the Vendors;(ii)
    
    save for the current months rent, there are no deposits,
prepaid rents or other prepaid expenses which have been received from any
Tenants except as set forth in the Project Documents;(iii)
    
    the copies of the Leases which the Vendors will be making
available to the Purchaser for review are true copies thereof;




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##### 



-19- 
 (iv)
    
    the Leases are good, valid and subsisting and enforceable
against the Tenants, and are, to the best of the knowledge of the Vendors, in
good standing except as specifically set forth in the Project Documents, and
there are no existing disputes thereunder, and none of the Vendors has received
any notice from any Tenant alleging any default by the Vendors or requiring the
Vendors to take any action not taken, and except as set forth in the Project
Documents the Leases have not been modified, extended, renewed or, to the
knowledge of the Vendors assigned by any Tenant, and the Leases constitute the
whole of the respective agreements of the Vendors or any of them with the
Tenants with respect to the occupancy of the Lot F Property and the Building by
the Tenants;(v)
    
    the Vendors have observed and performed in substantially all
respects all of the landlords covenants set forth in the Leases;(vi)
    
    neither the Leases nor the rents payable under them have been
assigned by the Vendors and none of the Tenants have any presently enforceable
rights or claims to set off or abatement with respect to future rents except as
set forth in the Leases;(vii)
    
    none of the Tenants are entitled to any capital contributions,
tenant allowances, inducements, or concessions which have not been fully paid
or satisfied by the Vendors except as set forth in the Project Documents, and
none of the Vendors is obliged to pay any Tenants for improvements, fixtures or
equipment during or on termination of any term or renewal thereof except as set
forth in the Leases;(viii)
    
    the Tenants have each taken possession of the premises demised by their
respective Leases and are paying regular instalments of monthly rent in
accordance with the terms of their respective Leases; and(ix)
    
    none of the Vendors has received any Notice indicating that the
Tenants do not operate their premises and their businesses within the Lot F
Property and the Building pursuant to all validly issued and required licences
and entirely in accordance with all lawful requirements of all applicable
statutory authorities;
 (r)
    
    the Service Contracts which the Vendors will deliver to the Purchaser pursuant
to Section 3.1 constitute all of the Service Contracts respecting the Properties and
set forth the whole of the agreements between the Vendors or any of them and the other
parties thereto and there is no default thereunder;(s)
    
    the operating budget, operating expense summaries and capital improvement
summaries included with the Project Documents present fairly the expenses relating to
the Properties for the periods reported on; and(t)
    
    the Lot F Nominee has no beneficial interest in the Lot F Property and has
carried on no business or activity of any kind whatsoever other than holding legal
title to




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##### 



-20- 
 the Lot F Property in trust for QLT and dealing with the Lot F Property on behalf of
and as directed by QLT, and the Lot 1 Nominee has no beneficial interest in the Lot
1 Property and has carried on no business or activity of any kind whatsoever other
than holding legal title to the Lot 1 Property in trust for QLT and dealing with the
Lot 1 Property on behalf of and as directed by QLT.
 8.2 Survival of Warranties and Representations
  8.3 As Is, Where Is
  (a)
    
    that subject to Section 8.1(l), it is the obligation of the Purchaser to
satisfy itself that there is no Hazardous Waste or other hazardous substances or
contamination on, in or about the Properties, and that the Vendors have no obligation
to make any investigations, tests or studies with respect to the existence of any
Hazardous Waste or other hazardous substances or contamination on, in or about the
Properties;(b)
    
    that the Purchaser is purchasing the Purchased Assets in an as is/where is
condition, that it enters into this Agreement relying entirely upon its own inspections
and the representations, warranties and covenants of the Vendors specifically set out
herein, and that there are no representations, warranties, guarantees, agreements or
conditions, whether direct or collateral, or express or implied, which induced the
Purchaser to enter into this Agreement or on which reliance is placed by the Purchaser,
or which affect this Agreement or the Purchased Assets, other than as specifically set
out in this Agreement; and(c)
    
    that the Purchaser is relying on its own due diligence in reviewing the Project
Documents and, except as specifically set out herein, the Project Documents are not
intended to constitute a representation or warranty as to any of the contents thereof
on the part of the Vendors.




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##### 



-21- 8.4 Purchasers Representations and Warranties
  (a)
    
    the Purchaser is a duly incorporated and validly existing company in good
standing under the laws of British Columbia and has the power and capacity to enter
into and carry out the transactions contemplated by this Agreement;(b)
    
    by the Closing Date, all necessary corporate action on the part of the
Purchaser will have been taken to authorize and approve the execution and delivery of
this Agreement and the completion of the transactions contemplated herein;(c)
    
    there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the Purchasers knowledge, threatened against
the Purchaser before any court, arbiter, arbitration panel, administrative tribunal or
agency which, if decided adversely to the Purchaser, might materially affect the
Purchasers ability to perform its obligations to purchase the Purchased Assets and
complete the transactions contemplated by this Agreement, and, to the knowledge of the
Purchaser, no state of facts exists which could constitute the basis of any such
action, suit, claim, arbitration, judgment, investigation or proceeding;(d)
    
    neither the execution of this Agreement nor the completion of the transactions
contemplated hereby will constitute a breach of, default under, or acceleration of any
obligation under, or constitute any event which, with the giving of notice or lapse of
time or otherwise, would constitute a breach of, default under, or acceleration of any
obligation under any indenture, mortgage, deed of trust or other agreement to which the
Purchaser is a party or by which the Purchaser is bound or to which any of the
Purchasers assets are subject;(e)
    
    subject to satisfaction of the condition referred to in Section 9.1(c), no
consent or approval of or registration, declaration or filing with, any governmental
commission, board, court or other regulatory body is required for the execution or
delivery of this Agreement by the Purchaser, the validity or enforceability of this
Agreement against the Purchaser, or the performance by the Purchaser of any of its
obligations hereunder; and(f)
    
    the Purchaser is not a non-Canadian within the meaning of the Investment Canada
Act(Canada).
 ARTICLE 9
CONDITIONS PRECEDENT
 9.1 Purchasers Conditions Precedent




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##### 



-22-  (a)
    
    on or before 5:00 p.m. (Vancouver time) on the date that is fifty (50) days
following the date of execution of this Agreement by both parties (or if such
50th day is not a Business Day, then on the next following Business Day),
the Purchaser shall have:
 (i)
    
    obtained a term sheet for the financing of the Purchased Assets
on terms and conditions acceptable to the Purchaser in its sole discretion
provided that, in the event the Purchaser removes this condition, the Purchaser
shall provide the Vendors with a summary containing the particulars of the
terms and conditions of such term sheet as confirmation that an acceptable term
sheet has been received by the Purchaser;(ii)
    
    reached agreement with QLT in writing on the form of QLT Lease
in accordance with Section 4.6;(iii)
    
    reviewed and approved the Included Chattels;(iv)
    
    reached agreement with the Vendors in writing on the price
allocation for the Purchased Assets in accordance with Section 2.4; and(v)
    
    obtained from its solicitors a report satisfactory to the
Purchaser as to the title to the Lot F Property and the Lot 1 Property;
 (b)
    
    on or before 5:00 p.m. (Vancouver time) on the date that is seventy-six (76)
days following the date of execution of this Agreement by both parties (or if such
76th day is not a Business Day, then on the next following Business Day),
the Purchaser shall have:
 (i)
    
    obtained financing for the Purchased Assets on terms and
conditions acceptable to the Purchaser in its sole discretion; and(ii)
    
    conducted all physical, economic, environmental and other
investigations, inquiries of third parties and such other tests and studies as
the Purchaser may elect to conduct with respect to the Building, the Lot F
Property and the Lot 1 Property, such investigations, inquiries, tests and
studies to be conducted at the Purchasers sole cost and expense and to be
satisfactory to the Purchaser; and
 (c)
    
    at least one (1) Business Day before the Closing Date:
 (i)
    
    the Commissioner shall have issued an advance ruling
certificate under Section 102 of the Competition Act in respect of the sale and
purchase of the Purchased Assets and the other transactions contemplated by
this Agreement; or




---



##### 



-23- 
 (ii)
    
    the applicable waiting period related to the pre-merger
notification under Part IX of the Competition Act shall have expired and the
Commissioner shall have provided written confirmation that he/she does not
intend to oppose, or make an application under Part VIII of the Competition Act
in respect of, such transactions.
  9.2 Purchasers Closing Conditions
  (a)
    
    at the time for commencement of closing on the Closing Date, the
representations and warranties of the Vendors contained in Section 8.1, save as
contemplated herein and subject to Section 8.2, shall be true on and as of the Closing
Date in all material respects with the same effect as though such representations and
warranties had been made on and as of the Closing Date; and(b)
    
    at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of the Vendors to be performed at or before such time pursuant
to this Agreement shall have been duly performed in all material respects.
  (c)
    
    complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied as
conditions of closing, but any such waiver and completion shall be without prejudice to
any of the Purchasers other rights under this Agreement; or(d)
    
    by notice in writing to the Vendors, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be returned to the Purchaser in accordance with Section 2.3(c), without prejudice to
any other rights of the Purchaser under or pursuant to this Agreement.




---



##### 



-24- 
 9.3 Satisfaction of Conditions Precedent
  9.4 Vendors Conditions Precedent
  (a)
    
    on or before 5:00 p.m. (Vancouver time) on the date that is fifty (50) days
following the date of execution of this Agreement by both parties (or if such
50th day is not a Business Day, then on the next following Business Day),
the Vendors shall have:
 (i)
    
    reached agreement with the Purchaser in writing on the form of
QLT Lease in accordance with Section 4.6; and(ii)
    
    reached agreement with the Purchaser in writing on the price
allocation for the Purchased Assets in accordance with Section 2.4; and
 (b)
    
    at least one (1) Business Day before the Closing Date:
 (i)
    
    the Commissioner shall have issued an advance ruling
certificate under Section 102 of the Competition Act in respect of the sale and
purchase of the Purchased Assets and the other transactions contemplated by
this Agreement; or(ii)
    
    the applicable waiting period related to the pre-merger
notification under Part IX of the Competition Act shall have expired and the
Commissioner shall have provided written confirmation that he/she does not
intend to oppose, or make an application under Part VIII of the Competition Act
in respect of, such transactions.
  9.5 Vendors Closing Conditions




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##### 



-25-  (a)
    
    at the time for commencement of closing on the Closing Date, the
representations and warranties of the Purchaser contained in Section 8.4 shall be true
on and as of the Closing Date in all material respects with the same effect as though
such representations and warranties had been made on and as of the Closing Date; and(b)
    
    at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of the Purchaser to be performed at or before such time
pursuant to this Agreement shall have been duly performed in all material respects.
  (c)
    
    complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied as
conditions of closing, but any such waiver and completion shall be without prejudice to
any of the Vendors other rights under this Agreement; or(d)
    
    by notice in writing to the Purchaser, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be paid to the Vendors in accordance with Section 2.3(d), without prejudice to any
other rights of the Vendors under or pursuant to this Agreement.
 9.6 Nature of Conditions




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##### 



-26- ARTICLE 10
CLOSING
 10.1 Closing
  10.2 Vendors Closing Documents
  (a)
    
    a transfer to the Purchaser of QLTs beneficial interest in the Properties duly
executed by QLT;(b)
    
    Form A transfers (the Form A Transfers) transferring to the Purchaser
registered title to:
 (i)
    
    the Lot F Property, duly executed by the Lot F Nominee; and(ii)
    
    the Lot 1 Property, duly executed by the Lot 1 Nominee;
 (c)
    
    the Assignment of Leases, duly executed by the Vendors;(d)
    
    the Assignment of Approved Service Contracts, duly executed by the Vendors;(e)
    
    the QLT Lease, duly executed by QLT as tenant;(f)
    
    a bill of sale absolute conveying to the Purchaser the Included Chattels and
the interest of the Vendors in the Project Documents to the extent such interest is
transferrable, duly executed by the Vendors;(g)
    
    a certificate dated the Closing Date of a responsible officer of QLT having
knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.1 are true and correct as at the
Closing Date in all material respects and that the Vendors covenants and agreements to
be observed or performed on or before the Closing Date pursuant to this Agreement have
been duly observed and performed in all material respects, in each case with
particulars of any applicable exceptions;(h)
    
    a statement of adjustments approved by the Vendors;(i)
    
    a notice from the Vendors to the Tenants giving notice of the sale of the Lot F
Property and the Building and directing that rent and all other amounts payable to




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##### 



-27- 
 the landlord under the Leases be paid to the Purchaser or as the Purchaser may
direct;(j)
    
    the Estoppel Certificates required pursuant to Section 4.3 (and, if required,
the Replacement Estoppel Certificates); and(k)
    
    such further documents, certificates and assurances of the Vendors as may be
requisite in the reasonable opinion of the Purchasers Solicitors to complete the
transactions contemplated by this Agreement and for more perfectly and absolutely
assigning, transferring, assuring to and vesting in the Purchaser, title to the
Purchased Assets, free and clear from all claims, liens, charges, encumbrances and
caveats other than the Permitted Encumbrances, provided that the Purchasers Solicitors
have prepared and delivered them to the Vendors Solicitors at least five (5) Business
Days prior to the Closing Date.
 10.3 Purchasers Closing Documents
  (a)
    
    the Assignment of Leases, duly executed by the Purchaser;(b)
    
    the Assignment of Approved Service Contracts, duly executed by the Purchaser;(c)
    
    the QLT Lease, duly executed by the Purchaser as landlord;(d)
    
    the documents referred to in Sections 10.2(f) and 10.2(i) which require
execution by the Purchaser, duly executed by the Purchaser;(e)
    
    the GST Certificate, duly executed by the Purchaser;(f)
    
    a general indemnity from the Purchaser in favour of the Vendors with respect to
matters arising from and after the Closing Date in respect of the obligations assumed
by the Purchaser in Section 4.2 and in the documents referred to in Sections 10.3(a),
(b), (c), (d) and (e) above;(g)
    
    a certificate dated the Closing Date of a responsible officer of the Purchaser
having knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.4 are true and correct as at the
Closing Date in all material respects and that the Purchasers covenants and agreements
to be observed or performed on or before the Closing Date pursuant to this Agreement
have been duly observed and performed in all material respects, in each case with
particulars of any applicable exceptions;(h)
    
    a statement of adjustments approved by the Purchaser; and(i)
    
    such further documents, certificates and assurances of the Purchaser as may be
requisite in the reasonable opinion of the Vendors Solicitors to complete the




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##### 



-28- 
 transactions contemplated by this Agreement, provided that the Vendors Solicitors
have prepared and delivered them to the Purchasers Solicitors at least five (5)
Business Days prior to the Closing Date.
 10.4 Form of Documents
  10.5 Payment in Trust
  10.6 Registration
  (a)
    
    the Purchaser will cause the Purchasers Solicitors to file in the LTO on the
Closing Date the Form A Transfers and any security documents applicable to any mortgage
financing arranged by the Purchaser, concurrently with the filing referred to in
Section 10.6(b); and(b)
    
    if QLT elects to register the QLT Lease, the Vendors will cause the Vendors
Solicitors to file in the LTO on the Closing Date the QLT Lease or the Short Form QLT
Lease, as applicable, concurrently with the filing referred to in Section 10.6(a), so
that the QLT Lease or the Short Form QLT Lease, as applicable, will have the priority
of registration required by the QLT Lease;
  10.7 Closing




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##### 



-29-  (a)
    
    title to the Lot F Property and the Lot 1 Property will be registered in the
name of the Purchaser subject only to the Permitted Encumbrances, the security
documents applicable to any mortgage financing arranged by the Purchaser that have been
filed for registration in the LTO pursuant to Section 10.6, and any other charges
granted by or claimed through the Purchaser; and(b)
    
    if QLT elects to register the QLT Lease, the QLT Lease or the Short Form QLT
Lease, as applicable, will be registered against title to the Lands with the priority
required by its terms;
  10.8 Concurrent Requirements
  10.9 Discharge of Encumbrances by Vendors
  10.10 Delivery of Project Documents
  (a)
    
    the original Project Documents;




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##### 



-30- 
 (b)
    
    keys and master keys to all units and facilities of the Properties.
 10.11 Goods and Services and Social Services Tax
 (a)
    
    The Purchaser represents and warrants that it will on the Closing Date be
registered under Subdivision (d) of Division V of Part IX of the Excise Tax Actand
will on the Closing Date provide the Vendors with a certificate (the GST Certificate)
stating that the Purchaser is registered with Canada Revenue Agency for the purposes of
goods and services tax (GST) and setting out its GST registration number.(b)
    
    The Purchaser agrees that, if and to the extent required under Part IX of the
Excise Tax Act, it will remit directly to Canada Revenue Agency any tax that may be
exigible under Part IX of the Excise Tax Actin respect of the purchase and sale of the
Purchased Assets. Such tax shall be payable by the Purchaser in addition to the
Purchase Price.(c)
    
    The Purchaser agrees that it will remit directly to the Minister of Finance any
tax that may be exigible under the Social Service Tax Act(British Columbia) in respect
of the purchase and sale of the Included Chattels. Such tax shall be payable by the
Purchaser in addition to the Purchase Price.(d)
    
    The Purchaser will pay any amount required to be paid by the Purchaser pursuant
to Section 10.11(c) to the Purchasers Solicitors in trust on or before the Closing
Date and the Purchasers solicitors will undertake to the Vendors solicitors to make
the payment as required forthwith upon completion of registration as contemplated in
Section 10.7.
 10.12 Purchaser Financing
  (a)
    
    made payment into trust in accordance with Section 10.5, and such funds paid
into trust, together with the anticipated proceeds of the new mortgage, are sufficient
to enable the Purchasers Solicitors to pay the amounts required to be paid by them on
the Closing Date under this Agreement (including any amounts payable under Sections
10.11, 11.5 and, if applicable, 11.8;(b)
    
    fulfilled all the new mortgagees conditions for funding except the lodging of
the mortgage for registration in the LTO; and(c)
    
    made available to the Vendors Solicitors, an undertaking of the Purchasers
Solicitors satisfactory to the Vendors Solicitors acting reasonably, to pay the




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##### 



-31-  ARTICLE 11
GENERAL
 11.1 Further Assurances
  11.2 Survival
  11.3 Entire Agreement
  11.4 Notices
  To the Vendors:




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##### 



-32-  
  To the Purchaser:
 
    
    11.5 Fees




---



##### 



-33- 11.6 Real Estate Commissions
  11.7 Time
  11.8 Tender
 (a)
    
    Any tender of documents or money may be made upon the party being tendered or
upon its solicitors and money may be tendered by wire transfer or by solicitors
certified cheque or bank draft from an Approved Financial Institution.(b)
    
    Subject to Section 11.8(c), but notwithstanding any other provision of this
Agreement, the parties agree that, if the Purchaser is required by applicable
legislation to cause the amount set out in Section 2.2(b), as adjusted, to be paid by
electronic or wire transfer of funds, then:
 (i)
    
    the Purchaser will make all commercially reasonable efforts to
ensure that such amount will be transferred to and received by the Vendors
Solicitors on or before 3:00 p.m. (Vancouver time) on the Closing Date; and(ii)
    
    if for any reason out of the control of the Purchaser (which,
for greater certainty, will not include any event which is a default by the
Purchaser under this Agreement), the Purchaser cannot ensure that such an
amount will be received by the Vendors Solicitors on or before the time and
date set out in Section 11.8(b)(i), then subject to Section 11.8(c), the
Purchaser will be entitled to pay such amount on or before 3:00 p.m. (Vancouver time)
on the Business Day next following the Closing Date so long as, in addition
to such amount, the Purchaser also pays to the Vendors at the same time
interest on such amount, at a rate equal to the Prime Rate plus one percent
(1%) per annum, for each day from and including the Closing Date to but not
including the day such payment is made. Prime Rate, as used herein, means
that variable annual rate of interest quoted by the main branch of HSBC Bank
Canada, Vancouver, British Columbia, from time to time as the rate of
interest used by it as a reference rate for setting




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##### 



-34- rates of interest on
Canadian dollar loans in Canada repayable on demand and commonly referred to
by such Bank as its prime rate.
 (c)
    
    If the Purchaser is relying on a new mortgage to finance a portion of the
Purchase Price, the Purchaser shall only be entitled pursuant to Section 11.8(b) to pay
the amount set out in Section 2.2(b), as adjusted, on the Business Day next following
the Closing Date if, on the Closing Date, the Purchasers Solicitors have in their
possession Form A transfers transferring to the Lot F Nominee registered title to the
Lot F Property and to the Lot 1 Nominee registered title to the Lot 1 Property, each
duly executed by the Purchaser, discharges of the security documents applicable to the
Purchasers mortgage financing duly executed by the mortgagee, and an amount equal to
the property transfer tax and registration fees that would be payable on registration
in the LTO of such transfer and discharges, and have given the Vendors Solicitors an
undertaking satisfactory to the Vendors Solicitors acting reasonably to lodge such
documents for registration in the LTO and to pay the property transfer tax and
registration fees payable in respect thereof if payment of the amount set out in
Section 2.2(b), as adjusted, and interest (if applicable) is not made in accordance
with Section 11.8(b) and the Form A Transfers and security documents applicable to the
Purchasers mortgage financing are finally registered in the LTO before they can be
withdrawn from the LTO by the Purchasers Solicitors.
 11.9 Assignment
  11.10 Enurement
  11.11 Counterparts
  11.12 Execution
  IN WITNESS WHEREOF




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##### 



-35- QLT INC.Per:
    /s/ Robert L. Butchofsky560677 B.C. LTD.Per:
    /s/ Robert L. Butchofsky630321 B.C. LTD.Per:
    /s/ Robert L. ButchofskyDISCOVERY PARKS HOLDINGS INC.Per:
    /s/ Mark Betteridge




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##### 



A-1  SCHEDULE A
 ASSIGNMENT OF APPROVED SERVICE CONTRACTS
 THIS AGREEMENT
  QLT INC. (QLT)
560677 B.C. LTD.
 Vendors
  DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WHEREAS Purchase Agreement 
 NOW THEREFORE THIS ASSIGNMENT WITNESSES
 1. Definitions
  (a)
    
    terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;(b)
    
    Approved Service Contracts means the service contracts described in Exhibit A
hereto; and(c)
    
    Closing Date means , 2008.




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##### 



A-2 
 2. Assignment
  (a)
    
    all of the Vendors right, title and interest in and to the Approved Service
Contracts;(b)
    
    any and all payments due or accruing due or at any time after the Closing Date
to become due to the Vendors under the Approved Service Contracts; and(c)
    
    the benefit of all warranties and covenants made or given by the parties to the
Approved Service Contracts other than the Vendors;
  3. Assumption
 Assumed Obligations
 4. Third Party Consents
 Required
Consent
 (a)
    
    the assignment and transfer of any applicable Approved Service Contract in
respect of which the Required Consent has not been received on the Closing Date will
not be effective until the applicable Required Consent has been received;(b)
    
    until such time, the Approved Service Contract in respect of which the Required
Consent is required will be held by the Vendors in trust and as bare trustee for the
benefit of the Purchaser;(c)
    
    such transfer and assignment shall take effect immediately upon the Required
Consent being given; and




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##### 



A-3 (d)
    
    until such time, the Vendors and the Purchaser shall use their commercially
reasonable efforts to obtain the Required Consent.
  5. Further Assurances
  6. Indemnity
  7. Governing Law
  8. Enurement
  9. Counterparts




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##### 



A-4 10. Execution
  IN WITNESS WHEREOF
 QLT INC.Per:560677 B.C. LTD.Per:DISCOVERY PARKS HOLDINGS INC.Per:




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##### 



A-5  EXHIBIT A




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##### 



B-1 SCHEDULE B
 ASSIGNMENT OF LEASES
 THIS
AGREEMENT
  QLT INC. (QLT)
560677 B.C. LTD.
 Vendors
  DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WHEREAS Purchase Agreement 
 NOW THEREFORE THIS ASSIGNMENT WITNESSES
 1. Definitions
  (a)
    
    terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;(b)
    
    Closing Date means , 2008;(c)
    
    Leases means the leases described in Exhibit A hereto; and(d)
    
    Tenants means the tenants under the Leases.




---



##### 



B-2 
 2. Assignment
  (a)
    
    all of the Vendors right, title and interest in and to the Leases and the
reversions thereof;(b)
    
    any and all rents or other payments due or accruing due or at any time on and
after the Closing Date become due under the Leases or any extensions or renewals
thereof;(c)
    
    the benefit of all guarantees and indemnities of the Leases; and(d)
    
    the benefit of all covenants by the Tenants or any covenantor of any of the
Leases;
  3. Assumption
 Assumed Obligations
 4. Further Assurances
  5. Indemnity




---



##### 



B-3  6. Governing Law
  7. Enurement
  8. Counterparts
  9. Execution
  IN WITNESS WHEREOF
 QLT INC.Per:560677 B.C. LTD.Per:DISCOVERY PARKS HOLDINGS INC.Per:




---



##### 



B-4  EXHIBIT A




---



##### 



C-1 SCHEDULE C
 LANDS AND REGISTERED CHARGES
 LOT F PROPERTY  877 GREAT NORTHERN WAY
 Legal Description
    
    Permitted EncumbrancesCity of Vancouver
    
    Right of Way 459460MParcel Identifier 024-175-650
    
    Undersurface Rights 481915MLot F, District Lot 264A and
    
    Covenant BM161486District Lot 2037, Group 1
    
    Covenant BN334036New Westminster District
    
    Covenant BW46704Plan LMP38193
    
    Statutory Right of Way BW46705
 LOT 1 PROPERTY  801 GREAT NORTHERN WAY
 Legal Description
    
    Permitted EncumbrancesCity of Vancouver
    
    Right of Way 459460MParcel Identifier 025-102-419
    
    Undersurface Rights 481915MLot 1, District Lots 264A and 2037
    
    Covenant BN316004Group 1
    
    Covenant BR180931New Westminster District
    
    Covenant BR180945Plan LMP50588
    
    Statutory Right of Way BR180946Restrictive Covenant BR226615Easement BR226616Covenant BV108681Statutory Right of Way BV108682Statutory Right of Way BV108683Equitable Charge BV108684Covenant BV108686Statutory Right of Way BV108687Equitable Charge BV108688Easement and Indemnity Agreement BV108689Statutory Right of Way BV108690Equitable Charge BV108691Covenant BV108692Covenant BW46701Statutory Right of Way BW46702Covenant BX494384




---



##### 



D-1 SCHEDULE D
 ESTOPPEL CERTIFICATE
 Purchaser
 Lease Premises Property
 
   Landlord




---



##### 



D-2   NOTES:
 Sublet
 Security Deposit
 Renewals
 Claims
 Rights of First Refusal or Options to Purchase or Lease
 Other Matters
 
 (TENANT)By:Authorized Signing OfficerBy:Authorized Signing Officer




---



##### 



E-1 SCHEDULE E
 PROJECT DOCUMENTS
  1.
    
    The most recent land title search reports and registered charges, liens and encumbrances.
 2.
    
    Complete executed copies of all Leases, subleases, assignments, guarantees and indemnities
together with all exhibits, amendments and addenda and a copy of all current lease proposals
and letters of intent.3.
    
    Schedule of outstanding leasing commissions, tenant allowances and inducements.4.
    
    Copy of current years operating budget for the Lot F Property and the Building.5.
    
    Current and last two (2) years operating expense summaries for the Lot F Property and the
Building for years 2006 and 2007 (to be delivered).6.
    
    Logs relating to the Buildings operations and maintenance (to be made available).7.
    
    Current and last two (2) years property tax bills and any pending valuation adjustments and
all tax appeal files (to be made available).8.
    
    Copies of all Service Contracts.9.
    
    Copies of all environmental reports.10.
    
    All available plans and specifications (civil, architectural, structural, mechanical,
electrical and plumbing) (to be made available).11.
    
    All available plans and specifications relating to the Development Permit (to be made
available).12.
    
    Copies of geotechnical report and construction testing reports (to be made available).13.
    
    Copies of the last two (2) years capital improvement summaries.14.
    
    Schedule of major building systems including chillers, boilers, roof, etc. (size, age and
type) (to be made available).15.
    
    Copies of all Certificates of Occupancy.16.
    
    Inventory of Included Chattels.17.
    
    Inventory of Excluded Assets.18.
    
    Schedule of all claims and litigation affecting the Properties (if any).19.
    
    Copies of the Declarations of Trust.20.
    
    True copies of the policies of insurance carried by the Vendors in respect of the Properties
(to be made available).21.
    
    Copy of the Development Permit.




---



##### 



F-1 
 SCHEDULE F
 NOT USED




---



##### 



G-1 SCHEDULE G
EXCLUDED ASSETS
 Current Location
    
    Description
    
    EL #
    
    QuantityInformation TechnologyServer Room and Mechanical
room
    
    All Fixtures, Equipment, and Mechanical systems
    
    
    
    
    
    allServer Room
    
    Server Room Fiber Cabling
    
    
    
    
    
    all2-9D
    
    Nortel Option 61 (PBX) phone system including
phones, base stations, switchboards and companion wireless system
    
    
    
    
    
    allFacility
    
    3Com Switches
    
    
    
    
    
    allFacility
    
    Cisco Wireless switches
    
    
    
    
    
    allFacility
    
    Cisco access points
    
    
    
    
    
    allFacility
    
    Desktops, Laptops and any associated
peripherals that do not control building
systems
    
    
    
    
    
    allLaboratory2-17H
    
    Autoclave
    
    
    1770
    
    
    
    12-15F
    
    Glassware Washer (Scientek)
    
    
    1253
    
    
    
    12-15F
    
    Glass Drying Oven (VWR)
    
    
    1456
    
    
    
    12-15F
    
    Autoclave (AMSCO)
    
    
    0077
    
    
    
    12-15F
    
    Millipore RO System
    
    
    1668
    
    
    
    12-23B
    
    Millipore RO System
    
    
    1050
    
    
    
    12-15F
    
    VWR Vented Hood
    
    
    1757
    
    
    
    12-17J
    
    NMR
    
    
    
    
    
    
    12- 6E
    
    AVD
    
    
    
    
    
    
    12575,2577,3- 6B Chem Lab
    
    Fume Hoods
    
    
    2574,2576,
    
    
    
    43-10B BAU
    
    Fume Hood
    
    
    2470
    
    
    
    13-6 B Chem Lab
    
    Case Work
    
    
    
    
    
    all3- 10B BAU
    
    Case Work
    
    
    
    
    
    all1-11B Core Lab
    
    nonaffixed husbandry and laboratory equipment
    
    
    
    
    
    allFacility
    
    Chambers
    
    
    
    
    
    allFacility
    
    Incubators (all )
    
    
    
    
    
    allFacility
    
    Laboratory Equipment (eg HPLC, Mass Specs,balance, BSC)
    
    
    
    
    
    all1-14F, 1  12F Device Labs
    
    casework and all equipment
    
    
    
    
    
    all2-6G PMF
    
    All Fixtures, Equipment, and Mechanical systems
    
    
    
    
    
    all2-6L PMF Mechanical
    
    All Fixtures, Equipment, and Mechanical systems
    
    
    
    
    
    allFurniture2-26D meeting room
    
    8 Boat Table and Chairs
    
    
    
    
    
    all2 10W meeting room
    
    All existing furniture
    
    
    
    
    
    all3- 8U meeting room
    
    5 Round Table and chairs
    
    
    
    
    
    all3  26C meeting room
    
    5 Round Table and Chairs
    
    
    
    
    
    all2- 10 B coffee station
    
    All existing furniture
    
    
    
    
    
    all1-11U Copy Centre
    
    All existing Furniture
    
    
    
    
    
    all2-8R copy room
    
    All existing Furniture
    
    
    
    
    
    allG-6H Shipping
    
    Benches
    
    
    
    
    
    
    2Various
    
    Answer Workstations 6x8
    
    
    
    
    
    
    75Various
    
    Pedestals
    
    
    
    
    
    
    75Various
    
    Chairs
    
    
    
    
    
    
    752  6 R IT Support Room
    
    All furniture and shelving
    
    
    
    
    
    AllVarious
    
    60 x 30 Grey tables
    
    
    
    
    
    
    6




---



##### 



G-2 Current Location
    
    Description
    
    EL #
    
    Quantity3-14F archives
    
    Compact shelving
    
    
    
    
    
    
    13- 17 D archives
    
    Compact shelving
    
    
    
    
    
    
    32nd floor, phase 2 1st floor 
Various
    
    Metro, EZ rect Shelving
Combo Cabinets
    
    
    
    
    
    All
55Various
    
    Tear drop tables
    
    
    
    
    
    
    30Various
    
    Woolore desks
    
    
    
    
    
    
    15Various
    
    DeStijl desks
    
    
    
    
    
    
    40Various
    
    Chairs
    
    
    
    
    
    
    55Various
    
    Guest Chair
    
    
    
    
    
    
    80Various
    
    Pedestals
    
    
    
    
    
    
    55Various
    
    File Cabinets 6 drawer
    
    
    
    
    
    
    20Various
    
    File Cabinets 5 drawer (Steelcase)
    
    
    
    
    
    
    115Various
    
    Printer stands
    
    
    
    
    
    
    15Various
    
    book cases
    
    
    
    
    
    
    50Various
    
    2 drawer File cabinets
    
    
    
    
    
    
    12Executive FurnitureVarious
    
    Krug
    
    
    
    
    
    
    5Various
    
    Chairs
    
    
    
    
    
    
    5Various
    
    CanCan Chair
    
    
    
    
    
    
    10Various
    
    Krug combo cabinet
    
    
    
    
    
    
    53- 12w
    
    CEO Furniture
    
    
    
    
    
    AllMiscP1 Shop
    
    Shop Compressor
    
    
    
    
    
    
    1P1 Shop
    
    all equipment and supplies
    
    
    
    
    
    allFacility
    
    Rees Monitoring System and associated panels
and probes
    
    
    0227,0087Facility
    
    Security ACU
    
    
    
    
    
    
    2Facility
    
    Card Readers
    
    
    
    
    
    
    16Facility
    
    Electronic Levers
    
    
    
    
    
    
    16Cafeteria
    
    Cappuccino Machine
    
    
    
    
    
    
    1P1 Parkade
    
    Leased BOC Nitrogen Tank
    
    
    
    
    
    
    1Facility
    
    Leased Water Coolers
    
    
    
    
    
    AllFacility
    
    Leased photcopiers
    
    
    
    
    
    AllFacility
    
    All art
    
    
    
    
    
    AllBoardroom 3rd Floor
    
    Projector
    
    
    
    
    
    
    140  LCD
    
    
    
    
    
    
    2Video Conference System
    
    
    
    
    
    
    1Crestron Controller
    
    
    
    
    
    
    1DVD
    
    
    
    
    
    
    1Mesh Back Chairs
    
    
    
    
    
    
    18Cancan Chairs
    
    
    
    
    
    
    15South West corner Lot 1
    
    QLT SignVarious
    
    miscellaneous, heavily used, non standard and
mismatched furniture intended for sale at
employee garage sale to occur prior to close
    
    
    
    
    
    All




---



##### 



H-1 SCHEDULE H
 QLT LEASE  PRINCIPAL TERMS AND CONDITIONS
  Tenant:
    
    QLT Inc.Landlord:
    
    Discovery Parks Holdings Inc. or permitted assigneeBuilding Address:
    
    887 Great Northern Way, Vancouver BCLeased Area:
    
    Approximately 44,000 square feet of office and
laboratory space in a location to be agreed upon. 
The Tenant will be responsible for all costs
associated with the demise of the Leased Area and
all work shall be completed to City of Vancouver
code requirements.Term:
    
    Five (5) yearsLease Commencement Date:
    
    Closing Date, with rent commencing on the first
day of the month following the Closing Date.Renewal Options:
    
    Two options of five (5) years each to be exercised
12 months in advance of the expiry to the Term or
any Renewal thereof. The renewal rent to be based
upon market rent for similar premises and shall
not be less than the rent paid by the Tenant
during the last year of the Term or any renewal
thereof.Form of Lease:
    
    Net leaseBasic Rental Rate:
    
    $32.50 per square foot / annumAdditional Rent:
    
    Proportionate share plus any additional costs
attributed to the laboratory component of the
Tenants tenancyParking:
    
    Seventy (70) Stalls at a rental rate of $65.00 per
stall per month. The Tenant may also make
arrangements directly with the other existing
tenant of the Building for the use of a portion of
such other tenants parking stalls, with 50% of
the other parking stalls so obtained from such
other tenant then being made available to the
Tenant by the Landlord under the lease at a rental
rate of $65.00 per stall per month.




---



##### 



H-2 Security Deposit:
    
    The Tenant will provide the Landlord with a
security deposit equal to one (1) months Basic
and Additional Rent at the commencement of the
Term. The security deposit will be returned to
the Tenant at the end of the lease.Rent Deposit:
    
    The Tenant will provide the Landlord with a rent
deposit equal to ten (10) months Basic Rent and
estimated Additional Rent at the Closing Date.
The amount of the rent deposit will be reduced by
one-fifth (1/5) of the original amount at the end
of each year of the Term by the application of the
amount of such reduction towards payment of the
Basic Rent and Additional Rent for the
11th, 12th, 23rd,
24th, 35th, 36th,
47th and 48th months, and
with the balance of such deposit to be applied
against Basic Rent and Additional Rent due for the
59th and 60th months of the
Term. For greater certainty, the Tenant shall not
be required to pay Basic Rent and Additional Rent
for such periods for which such rent deposit has
been so applied.Signage:
    
    Subject to relevant municipal approval, QLT may
continue to display signage currently in place on
the Building and shall be responsible for any
costs associated with maintaining such signage.Use:
    
    Laboratory and office spaceBuilding Access:
    
    Twenty-four (24) hours per day, seven days a weekLandlord Operations:
    
    The Landlord will operate the Building in a first
class manner.




---



##### 



AMENDING AGREEMENT
 THIS AGREEMENT
 BETWEEN:
 QLT INC. (QLT)
560677 B.C. LTD. (the Lot F Nominee)
630321 B.C. LTD. (the Lot 1 Nominee)
 Nominees  Vendors
 AND:
 DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WITNESSES THAT WHEREAS:
 Sale
and Purchase Agreement
  NOW THEREFORE
 1. Definitions
  2. Amendments




---



##### 



-2- (a)
    
    by deleting in Section 2.4 the words within fifty (50) days following the date
of execution of this Agreement by both parties and substituting therefor the words on
or before July 11, 2008;(b)
    
    by deleting in Section 4.6 the words within fifty (50) days following the date
of execution of this Agreement by both parties and substituting therefor the words on
or before July 11, 2008;(c)
    
    by deleting in Section 9.1(a) the words on the date that is fifty (50) days
following the date of execution of this Agreement by both parties (or if such
50th day is not a Business Day, then on the next following Business Day)
and substituting therefor the words on July 11, 2008; and(d)
    
    by deleting in Section 9.4(a) the words on the date that is fifty (50) days
following the date of execution of this Agreement by both parties (or if such
50th day is not a Business Day, then on the next following Business Day)
and substituting therefor the words on July 11, 2008.
 3. Sale and Purchase Agreement Confirmed
  4. Counterparts and Facsimile
  5. Enurement




---



##### 



-3- IN WITNESS WHEREOF
 QLT INC.Per:
    /s/ Robert L. Butchofsky560677 B.C. LTD.Per:
    /s/ Robert L. Butchofsky630321 B.C. LTD.Per:
    /s/ Robert L. ButchofskyDISCOVERY PARKS HOLDINGS INC.Per:
    /s/ Mark Betteridge




---



##### 



801 & 887 GREAT NORTHERN WAY
 AMENDED AND RESTATED
SALE AND PURCHASE AGREEMENT
  QLT INC.
560677 B.C. LTD.
630321 B.C. LTD.
  DISCOVERY PARKS HOLDINGS INC.




---



##### 



TABLE OF CONTENTS
 Article 1 Interpretation
    
    
    21.1
    
    Definitions
    
    
    21.2
    
    General Principles
    
    
    61.3
    
    Schedules
    
    
    7Article 2 Purchase and Sale
    
    
    82.1
    
    Agreement of Purchase and Sale
    
    
    82.2
    
    Payment of Purchase Price
    
    
    82.3
    
    Deposit
    
    
    82.4
    
    Allocation of Purchase Price
    
    
    9Article 3 Documents, Inspection and Confidentiality
    
    
    93.1
    
    Project Documents
    
    
    93.2
    
    Confidentiality
    
    
    103.3
    
    Inspection
    
    
    103.4
    
    Authorization
    
    
    10Article 4 General Covenants
    
    
    114.1
    
    Covenants of the Vendors
    
    
    114.2
    
    Leasing Activity
    
    
    124.3
    
    Estoppel Certificates
    
    
    124.4
    
    Approved Service Contracts
    
    
    134.5
    
    [Not Used]
    
    
    134.6
    
    QLT Lease
    
    
    13Article 5 Risk
    
    
    135.1
    
    Risk and Purchasers Election
    
    
    135.2
    
    Insurance Proceeds
    
    
    14Article 6 Adjustments and Related Matters
    
    
    146.1
    
    Adjustments
    
    
    146.2
    
    Further Adjustments
    
    
    156.3
    
    Adjustment Determination
    
    
    166.4
    
    Tenant Inducements and Rent-Free Periods
    
    
    16Article 7 Possession
    
    
    167.1
    
    Possession
    
    
    16Article 8 Representations and Warranties
    
    
    168.1
    
    Vendors Representations and Warranties
    
    
    168.2
    
    Survival of Warranties and Representations
    
    
    218.3
    
    As Is, Where Is
    
    
    228.4
    
    Purchasers Representations and Warranties
    
    
    22Article 9 Conditions Precedent
    
    
    239.1
    
    Purchasers Conditions Precedent
    
    
    23




---



##### 



9.2
    
    Purchasers Closing Conditions
    
    
    249.3
    
    Satisfaction of Conditions Precedent
    
    
    259.4
    
    Vendors Condition Precedent
    
    
    259.5
    
    Vendors Closing Conditions
    
    
    259.6
    
    Nature of Conditions
    
    
    26Article 10 Closing
    
    
    2610.1
    
    Closing
    
    
    2610.2
    
    Vendors Closing Documents
    
    
    2610.3
    
    Purchasers Closing Documents
    
    
    2810.4
    
    Form of Documents
    
    
    3010.5
    
    Payment in Trust
    
    
    3010.6
    
    Registration
    
    
    3010.7
    
    Closing
    
    
    3010.8
    
    Concurrent Requirements
    
    
    3110.9
    
    Discharge of Encumbrances
    
    
    3110.10
    
    Delivery of Project Documents
    
    
    3210.11
    
    Goods and Services and Social Services Tax
    
    
    3210.12
    
    Purchaser Financing
    
    
    32Article 11 General
    
    
    3311.1
    
    Further Assurances
    
    
    3311.2
    
    Survival
    
    
    3311.3
    
    Entire Agreement
    
    
    3311.4
    
    Notices
    
    
    3311.5
    
    Fees
    
    
    3511.6
    
    Real Estate Commissions
    
    
    3511.7
    
    Time
    
    
    3511.8
    
    Tender
    
    
    3511.9
    
    Assignment
    
    
    3611.10
    
    Enurement
    
    
    3611.11
    
    Counterparts
    
    
    3711.12
    
    Execution
    
    
    3711.13
    
    Amendment and Restatement
    
    
    3711.14
    
    Conditions Precedent
    
    
    37
 SCHEDULE A            ASSIGNMENT OF APPROVED SERVICE CONTRACTS
    
    
    A-1SCHEDULE B            ASSIGNMENT OF LEASES
    
    
    B-1SCHEDULE C            LANDS AND REGISTERED CHARGES
    
    
    C-1SCHEDULE D            ESTOPPEL CERTIFICATE
    
    
    D-1SCHEDULE E            PROJECT DOCUMENTS
    
    
    E-1SCHEDULE F            NOT USED
    
    
    F-1SCHEDULE G            EXCLUDED ASSETS
    
    
    G-1SCHEDULE H            QLT LEASE  PRINCIPAL TERMS AND CONDITIONS
    
    
    H-1




---



##### 



AMENDED AND RESTATED
SALE AND PURCHASE AGREEMENT
 THIS AGREEMENT
  QLT INC. (QLT)
560677 B.C. LTD. (the Lot F Nominee)
630321 B.C. LTD. (the Lot 1 Nominee)
 Nominees Vendors
  DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WITNESSES THAT WHEREAS:
    Original Sale and Purchase Agreement




---



##### 



NOW THEREFORE
 ARTICLE 1
INTERPRETATION
 1.1 Definitions
  Approved Financial Institution
 Approved Service Contracts
 (a)
    
    Natural Gas Supply and Management Services Agreement dated May 1, 2003 among
QLT and Direct Energy Marketing Limited;(b)
    
    HVAC Service Agreement dated December 17, 2007 among QLT and Trane British
Columbia; and(c)
    
    those of the remaining Service Contracts that the Purchaser has approved in
writing on or before the date set out in Section 9.1(b) for satisfaction or waiver of
the conditions referred to in Section 9.1(b);
 Assignment of Approved Service Contracts
 Assignment of Leases
 Building
 Business Day Employment Standards Act
 Closing Date th




---



##### 



(a)
    
    the date the conditions referred to in Section 9.1(b) have been satisfied or
waived by the Purchaser; and(b)
    
    the date the condition referred to in Section 9.4 has been satisfied or waived
by QLT;
  Competition Act Competition Act
 Declarations of Trust
 (a)
    
    the declaration of trust in respect of the Lot F Property made on December 3,
1998 between the Lot F Nominee and QLT (the Lot F Declaration of Trust); and(b)
    
    the declaration of trust in respect of the Lot 1 Property made on August 29,
2001 between the Lot 1 Nominee and QLT (the Lot 1 Declaration of Trust);
 Deposit
 Development Permit
 Environment
 Environmental Laws
 Estoppel Certificate
 Excluded Assets
 GST
 GST Certificate




---



##### 



Hazardous Waste Environmental Management Act Hazardous Waste Regulation Environmental Management
Act
 Included Chattels
 Laws
 Leases
 Lot F Property
 Lot 1 Property
 LTO
 Mechanical Systems
 Notice
 Permitted Encumbrances
 (a)
    
    the encumbrances in respect of each of the Lot F Property and the Lot 1
Property described in Schedule C hereto;(b)
    
    the Leases;(c)
    
    any leases or agreements to lease, or modifications or extensions to Leases
entered into by the Vendors or any of them in accordance with Section 4.2;




---



##### 



(d)
    
    the QLT Lease to be entered into in accordance with Section 4.6;(e)
    
    the rights reserved to or vested in or deemed to be reserved to or vested in
any governmental or public authority pursuant to any Crown Grants(s) applicable to the
Lot F Property or the Lot 1 Property or pursuant to any applicable statutory
provisions; and(f)
    
    any other liens, charges or encumbrances expressly permitted in writing by the
Purchaser including any security and financing instruments and agreements granted or
entered into by either or both of the Nominees at the request of the Purchaser in
connection with any financing arranged by the Purchaser to finance the purchase of the
Purchased Assets or any of them;
 Project Documents
 Properties
 Purchase Price
 Purchased Assets
 (a)
    
    the beneficial interest of QLT in the Properties;(b)
    
    the Shares;(c)
    
    the Included Chattels;(d)
    
    the beneficial interest of QLT in the Mechanical Systems;(e)
    
    the interest of QLT in the Leases;(f)
    
    the interest of QLT in the Approved Service Contracts; and(g)
    
    the interest of QLT in the Project Documents (including the Development Permit)
to the extent transferrable;
  Purchasers Solicitors
 QLT Lease




---



##### 



Service Contracts
 Shares
 Short Form QLT Lease
 Tenants
 Vendors Solicitors
 1.2 General Principles
  (a)
    
    this Agreement means this Agreement, including the Schedules hereto, as the
same may be supplemented or amended and in effect from time to time;(b)
    
    except as otherwise expressly provided in this Agreement, any reference in this
Agreement to an Article, a Section, paragraph, subparagraph or Schedule is a reference
to the appropriate Article, Section, paragraph, subparagraph or Schedule in or to this
Agreement;(c)
    
    if any provision of this Agreement or any part hereof is found or determined to
be invalid it will be severable and severed from this Agreement and the remainder of
this Agreement will be construed as if such invalid provision or part had been deleted
from this Agreement;(d)
    
    this Agreement and all matters arising hereunder will be governed by and
construed in accordance with the laws of British Columbia, which will be deemed to be
the proper law hereof, and the courts of British Columbia will have the non-exclusive
jurisdiction to entertain and determine all claims and disputes arising out of or in
any way connected with this Agreement (subject to any arbitration provisions hereof)
and the validity, existence and enforceability hereof;(e)
    
    the headings used in this Agreement are for convenience only and do not form
part of this Agreement and shall not in any way affect, limit, amplify or modify the
terms hereof or the interpretation, scope or intent thereof;(f)
    
    the words herein, hereof and hereunder and words of similar import refer
to this Agreement as a whole and not to any particular Article, Section, paragraph,
subparagraph or other subdivision or Schedule hereof;




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##### 



(g)
    
    the word including, when following any general statement, term or matter,
will not be construed to limit such general statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items or
matters, but will be construed to refer to all other items or matters that could
reasonably fall within the scope of such general statement, term or matter, whether or
not non-limiting language (such as without limitation, but not limited to or words
of similar import) is used with reference thereto;(h)
    
    words importing the masculine gender include the feminine or neuter gender and
words in the singular include the plural, and vice versa;(i)
    
    any reference to a statute includes and is a reference to such statute and to
the regulations made pursuant thereto, with all amendments made thereto and in force
from time to time, and to any statutes or any regulations that may be passed which have
the effect of supplementing or superseding such statutes or regulations;(j)
    
    all references to monetary amounts in this Agreement are references to Canadian
dollars;(k)
    
    any action to be taken pursuant to this Agreement on a day that is not a
Business Day shall be taken on the next succeeding Business Day; and(l)
    
    if any party to this Agreement is comprised of more than one legal entity all
of the obligations and liabilities of that party shall be the joint and several
obligations and liabilities of each legal entity comprising such party.
 1.3 Schedules
  Schedule A
    
    Assignment of Approved Service ContractsSchedule B
    
    Assignment of LeasesSchedule C
    
    Lands and Registered ChargesSchedule D
    
    Estoppel CertificateSchedule E
    
    Project DocumentsSchedule F
    
    NOT USEDSchedule G
    
    Excluded AssetsSchedule H
    
    QLT Lease  Principal Terms and Conditions




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ARTICLE 2
PURCHASE AND SALE
 2.1 Agreement of Purchase and Sale
  2.2 Payment of Purchase Price
  (a)
    
    by way of a deposit of Two Million Canadian Dollars ($2,000,000.00) paid to the
Vendors Solicitors as follows:
 (i)
    
    the sum of Seven Hundred and Fifty Thousand Canadian Dollars
($750,000.00) by payment of such amount within two (2) Business Days after the
date of execution and delivery of this Agreement by both parties; and(ii)
    
    the sum of One Million Two Hundred and Fifty Thousand Canadian
Dollars ($1,250,000.00) by payment of such amount on the date the conditions
referred to in Section 9.1(b) have been satisfied or waived by the Purchaser;
  (b)
    
    by payment of the balance of the Purchase Price to QLT on the Closing Date as
provided in Article 10 and, if applicable, Section 11.8.
 2.3 Deposit




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(a)
    
    to QLT on account of the Purchase Price contemporaneously with the completion
of the transactions contemplated by this Agreement, with all interest paid to the
Purchaser;(b)
    
    to the Purchaser together with all interest if any of the conditions referred
to in Section 9.1 or Section 9.4 are neither satisfied nor waived within the time
provided, without prejudice to any other rights of the parties under this Agreement, or
if the Purchaser elects not to complete the purchase pursuant to Section 5.1;(c)
    
    to the Purchaser together with all interest if the transactions contemplated by
this Agreement are not completed by reason of any of the conditions referred to in
Section 9.2 being neither satisfied nor waived or by reason of QLTs default hereunder,
but without prejudice to any other rights of the Purchaser under or pursuant to this
Agreement; and(d)
    
    to QLT together with all interest if the transactions contemplated by this
Agreement are not completed by reason of any of the conditions referred to in Section
9.5 being neither satisfied nor waived or by reason of the Purchasers default
hereunder, such payment being on account of QLTs damages, but without prejudice to any
other rights of QLT under or pursuant to this Agreement.
 2.4 Allocation of Purchase Price
  Lot F Property (land only)
    
    
    
    
    
    $
    9,432,000.00Building
    
    
    
    
    
    $
    47,731,383.00(includes Mechanical Systems
fixtures, Leases and Approved
Service Contracts)
    
    
    
    
    
    $
    10,840,000.00Lot 1 Property
    
    
    
    
    
    $
    10,840,000.00Included Chattels
    
    
    
    
    
    $
    496,614.00Shares  Lot F Nominee
    
    
    
    
    
    $
    1.00 Lot 1 Nominee
    
    
    
    
    
    $
    1.00Project Documents
    
    
    
    
    
    $
    1.00.
 ARTICLE 3
DOCUMENTS, INSPECTION AND CONFIDENTIALITY
 3.1 Project Documents
 (a)
    
    The Vendors shall, within three (3) Business Days after the date of execution
of this Agreement by both parties, deliver to the Purchaser or make available for the




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##### 



inspection of the Purchaser, as the case may be, as set out in Schedule E, all
Project Documents or true and complete copies thereof (to the extent that the
Vendors have not already provided copies of such material to the Purchaser).
Thereafter, the Vendors shall forthwith deliver to the Purchaser all such further
information respecting the Project Documents or the Properties that is reasonably
requested by the Purchaser and is within the control or possession of the Vendors.
 (b)
    
    The Purchaser acknowledges and agrees that the Vendors shall not have any
liability for any errors, omissions or inaccuracies in any of the Project Documents
that are studies, reports or other documents prepared by third parties, except to the
extent of any express representation, warranty, covenant or agreement of the Vendors
contained in this Agreement and subject to Section 8.2.
 3.2 Confidentiality
  3.3 Inspection
  3.4 Authorization




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##### 



ARTICLE 4
GENERAL COVENANTS
 4.1 Covenants of the Vendors
  (a)
    
    from and after the date of this Agreement to the Closing Date, maintain the
Properties in their present condition, reasonable wear and tear excepted, and, subject
to Article 5, do or cause to be done all necessary repairs and maintenance as required
to effect same, take all reasonable care to protect and safeguard the Properties, and
operate and otherwise deal with the Properties as a careful and prudent owner would do
and in such a manner that the warranties and representations in Section 8.1 remain true
and correct in all material respects; provided that the Vendors shall not be obliged to
make capital repairs to the Properties except in case of emergency;(b)
    
    maintain in full force and effect the existing insurance coverage in respect of
the Properties until the Closing Date;(c)
    
    observe and perform all of the landlords obligations under the Leases and
diligently enforce all of the landlords rights and remedies thereunder;(d)
    
    take or cause to be taken all proper steps and actions and corporate
proceedings to enable QLT to vest a good and marketable title to the Purchased Assets
in the Purchaser free and clear of all liens, encumbrances, defects in title, equities
or claims of every nature and kind except for Permitted Encumbrances and to enable QLT
to carry out the sale of the Purchased Assets and the Vendors to execute and deliver
this Agreement as valid and binding obligations of the Vendors;(e)
    
    maintain in all material respects present levels of consumable supplies and
spare parts in the Building until the Closing Date;(f)
    
    pay, on or before the due date, all municipal taxes, local improvement taxes,
rates, levies and assessments of every nature or kind with respect to the Properties
for the 2008 calendar year that become due and payable before the Closing Date; and(g)
    
    as of the Closing Date, cancel or terminate at its expense all Service
Contracts other than Approved Service Contracts.




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##### 



4.2 Leasing Activity
 (a)
    
    The Purchaser agrees that in the period following the date of execution of this
Agreement by both parties and up to the date for satisfaction or waiver of the
conditions referred to in Section 9.1(b), the Vendors may carry on their leasing
program for the Lot F Property and the Building. The Vendors agree that they will not
enter into any binding commitments with Tenants or prospective tenants for the Lot F
Property and the Building or any material modification of any Lease during such period
without first providing the Purchaser with a copy of any such proposed binding
commitment or material modification.(b)
    
    If the transactions contemplated by this Agreement are completed, the Purchaser
will assume all such commitments from and after the Closing Date and will fully perform
the obligations of the Vendors pursuant to such commitments, including honouring
obligations to provide any tenant inducements to the Tenants or prospective tenants of
the Lot F Property and the Building, and being responsible for all commissions that are
payable and all landlords work thereunder and the same will not be subject to
adjustment on closing, except that, if the term of any new lease commences prior to the
Closing Date, then the responsibility for any related tenant inducements (including
landlords work) and commissions will be pro-rated between QLT and the Purchaser on the
basis of the number of months of the initial term of such lease prior to the Closing
Date (as for QLT) and the number of months of the initial term of such lease after the
Closing Date (as for the Purchaser), and the same will be subject to adjustment on
closing.(c)
    
    The Vendors agree that after the conditions referred to in Section 9.1(b) are
satisfied or waived by the Purchaser, the Vendors will not enter into any binding
commitments with Tenants or prospective tenants for the Lot F Property or the Building
or any material modification of any Lease without the Purchasers prior written
approval, which approval may be withheld in the Purchasers sole and absolute
discretion.(d)
    
    The Vendors agree that if they carry on the leasing program, they will do so in
good faith in the ordinary course following the date of execution of this Agreement by
both parties and will only consider commitments with tenants and prospective tenants
which are consistent with market driven leasing arrangements in the Vancouver market.
 4.3 Estoppel Certificates




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##### 



Replacement Estoppel Certificates
 4.4 Approved Service Contracts
  4.5 [Not Used]
 4.6 QLT Lease
 QLT Lease Short Form QLT
Lease
 ARTICLE 5
RISK
 5.1 Risk and Purchasers Election
  (a)
    
    to terminate this Agreement, in which case the Deposit together with accrued
interest will be paid to the Purchaser in accordance with Section 2.3(b) and neither
the Vendors nor the Purchaser shall have any further obligation hereunder; or




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##### 



(b)
    
    to complete the transactions contemplated by this Agreement.
  5.2 Insurance Proceeds
  ARTICLE 6
ADJUSTMENTS AND RELATED MATTERS
 6.1 Adjustments
  (a)
    
    except as otherwise provided herein, all adjustments, both incoming and
outgoing, with respect to the Properties, including taxes, utilities, rents, common
area and operating expenses, deposits and interest thereon, tenant allowances, tenant
recharges, fuel, licences, insurance, audit costs, payments under Approved Service
Contracts and other items normally adjusted between a vendor and purchaser in the sale
of similar properties shall be adjusted as of the Closing Date so that QLT will bear
and pay all expenses and receive all income related to the Properties prior to the
Closing Date and the Purchaser will bear and pay all expenses and receive all income
related to the Properties from and including the Closing Date;(b)
    
    QLT will remain liable to remit, in accordance with Part IX of the Excise Tax
Act(Canada), any goods and services tax exigible on taxable supplies made by QLT and
that became payable (as contemplated in Section 168 of the Excise Tax Act(Canada))
prior to the Closing Date;(c)
    
    QLT shall not be credited with arrears of rent or other charges owed by Tenants
as of the Closing Date, except that QLT shall be credited for arrears of rent and any
other charges owed by any Tenant as of the Closing Date in respect of the then current
month so long as such Tenant is not then in arrears for any previous month; the
Purchaser and QLT each agree to cooperate with the other in respect of the collection
of any then current arrears (including the full amount of any unpaid federal goods and
services tax payable by the Tenants on such arrears).




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##### 



QLT shall provide the Purchaser with detailed information as to the determination of
the amount of such arrears, and the Purchaser shall take reasonable steps in order
to collect such arrears as soon as may be practicable. If and when the Purchaser
collects any such arrears the Purchaser will remit to QLT that portion due to QLT in
respect of the period prior to the dates of adjustment for the respective components
of such arrears, less any reasonable third party collection costs. For greater
certainty, QLT will be entitled to receive the full amount of goods and services tax
paid on arrears by the Tenants if such goods and services tax became payable (as
contemplated in Section 168 of the Excise Tax Act(Canada)) prior to the Closing
Date. Payment of rents and recoveries shall be applied first to current rents and
recoveries and the excess to the latest arrears. QLT shall be entitled to attempt
to collect any such arrears the Purchaser has not collected within three (3) months
after the Closing Date, provided that it shall not be entitled to terminate any
Tenants lease or seize any of the Tenants property on the Tenants premises;(d)
    
    although the Purchaser will be entitled, subject to QLTs right under Section
6.1(c), to collect all rentals and other recoveries after the Closing Date whether
applicable to periods prior to or after the Closing Date, the Purchaser and QLT agree
to receive in trust and promptly remit to the other that portion of any rentals or
recoveries received by it as would reasonably be expected to be credited to or by the
other party hereunder on a subsequent adjustment, subject to the provisions of Section
6.1(c). Any rents and recharges received by QLT and designated by a Tenant or other
occupant to be applied to a period ending after the date of adjustment for the subject
matter of such arrears will be promptly paid or endorsed over to the Purchaser; and(e)
    
    if any dispute arises with regard to the adjustments referred to in Article 6
either before or after the Closing Date, the matter in dispute will be referred in the
first instance to the auditors of the Purchaser and the auditors of QLT for
determination. If such auditors cannot agree on a determination of the matter in
dispute within thirty (30) days following the reference to them, the matter in dispute
will be referred to a single arbitrator under the Commercial Arbitration Act(British
Columbia) or any successor legislation then in effect in British Columbia. QLT and
Purchaser will make any references mentioned herein expeditiously and will share all
arbitration costs equally.
 6.2 Further Adjustments




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##### 



-16- 6.3 Adjustment Determination
  6.4 Tenant Inducements and Rent-Free Periods
  ARTICLE 7
POSSESSION
 7.1 Possession
  ARTICLE 8
REPRESENTATIONS AND WARRANTIES
 8.1 Vendors Representations and Warranties
  (a)
    
    QLT is a duly incorporated and validly existing company in good standing under
the laws of the Province of British Columbia and has the corporate power and capacity
to own its interest in the Properties and to carry on its business;(b)
    
    each Nominee is a duly incorporated and validly existing company in good
standing under the laws of the Province of British Columbia and has the corporate power
and capacity to hold legal title to the Lot F Property, in the case of the Lot F
Nominee, and the Lot 1 Property, in the case of the Lot 1 Nominee, in trust for QLT and
to carry on its business;




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##### 



-17- 
 (c)
    
    none of QLT nor the Nominees are a non-resident of Canada within the meaning of
the Income Tax Act(Canada);(d)
    
    by the Closing Date, all necessary corporate action on the part of the Vendors
will have been taken to authorize and approve the completion of the transactions
contemplated by this Agreement;(e)
    
    none of the Vendors has any indebtedness or liability to any person, firm or
corporation that might now or hereafter constitute a lien, charge or encumbrance on the
Purchased Assets or that would affect the Purchasers right, from and after the Closing
Date, to own, occupy (subject to the Leases and the QLT Lease) and obtain revenue from
the Properties, other than Permitted Encumbrances;(f)
    
    subject to obtaining any required consents to the assignment of the Approved
Service Contracts, neither the execution of this Agreement nor the completion of the
transactions contemplated hereby will conflict with or result in a breach of the
respective constating documents of any of the Vendors nor constitute a breach of,
default under, or acceleration of any obligation under, or constitute any event which,
with the giving of notice or lapse of time or otherwise, would constitute a breach of,
default under, or acceleration of any obligation under, any indenture, mortgage, deed
of trust or any other agreement to which any of the Vendors is a party or by which any
of them is bound or to which any of their assets are subject (including the
Declarations of Trust);(g)
    
    there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the knowledge of the Vendors, threatened
against or affecting any of the Vendors and pertaining to the Purchased Assets or any
part thereof at law or in equity or before or by any federal, provincial, municipal or
other governmental department, commission, board, bureau, agency or authority;(h)
    
    QLT has a good and marketable beneficial title to the Properties, legal title
to which is held by the Lot F Nominee, in the case of the Lot F Property, and by the
Lot 1 Nominee, in the case of the Lot 1 Property, each as nominee and bare trustee for
QLT pursuant to the Declarations of Trust, free and clear of all liens, charges and
encumbrances except the Permitted Encumbrances;(i)
    
    the Permitted Encumbrances described in Schedule C are in full force and effect
and have not been further amended, none of the Vendors is in default thereunder, no
other party is, to the knowledge of the Vendors, in default thereunder and there are no
existing disputes thereunder;(j)
    
    all municipal taxes, local improvement taxes, rates, levies and assessments of
every nature and kind with respect to the Properties for the 2007 calendar year and all
preceding calendar years, have been paid in full and, except as provided in the
Permitted Encumbrances described in Schedule C, none of the Vendors has, in connection
with the Properties, any present or future obligation to pay monies to




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##### 



-18- 
 any statutory authority in connection with off-site roads, services, utilities or
similar services or to construct or provide off-site roads, services, utilities or
similar services in connection with the Properties;(k)
    
    none of the Vendors is a party to or bound by any collective bargaining
agreements or any agreements with a trade union by which the Purchaser will be bound by
virtue of acquiring the Purchased Assets, and there are no employees of the Vendors
with respect to whom the Purchaser will assume or incur any responsibility or liability
by virtue of acquiring the Purchased Assets;(l)
    
    with respect to the Properties:
 (i)
    
    to the best of the knowledge of the Vendors, the Building is
not subject to any outstanding work order or notice of defect or non-compliance
from any provincial or municipal board or official or Board of Fire
Underwriters or like authority;(ii)
    
    except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority of
non-compliance with respect to Environmental Laws;(iii)
    
    except as disclosed in the Project Documents, the Vendors have
not at any time received, handled, generated, used, stored, deposited, treated,
transported or disposed of any Hazardous Waste on the Lot F Property, the Lot 1
Property or within the Building except in compliance with all applicable
Environmental Laws; and(iv)
    
    except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority that requires
any remedial action to be conducted or any works to be undertaken with respect
to environmental contamination of the Lot F Property, the Lot 1 Property or the
Building;
 (m)
    
    the Included Chattels are free and clear of all liens, charges and
encumbrances;(n)
    
    none of the Vendors has received any Notice from any governmental authority or
has any knowledge of any intention of any statutory authority to expropriate all or any
part of the Properties;(o)
    
    none of the Vendors has received any Notice from any governmental authority of
any intention of the applicable municipal authority to alter its zoning bylaw or
official community plan, if any, so as to affect or potentially affect in a detrimental
manner the Properties or the use thereof;(p)
    
    there are no claims, actions or proceedings pending or, to the knowledge of the
Vendors, threatened, in law or in equity, that would materially interfere with the use
and enjoyment of the Properties or the occupancy or use of all or any part of




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##### 



-19- 
 the Properties by the Purchaser or any Tenant or QLT under the QLT Lease or that
could affect the Purchasers right to own, occupy and obtain revenue from the
Properties;(q)
    
    with respect to the Leases:
 (i)
    
    the Leases constitute all leases, agreements to lease, and
other rights in existence on the date of this Agreement, either written or
oral, under which any person, firm or corporation has any right to lease, use
or occupy any portion of the Lot F Property or the Building in the nature of a
tenancy or licence and all Tenants are at arms length from the Vendors;(ii)
    
    save for the current months rent, there are no deposits,
prepaid rents or other prepaid expenses which have been received from any
Tenants except as set forth in the Project Documents;(iii)
    
    the copies of the Leases which the Vendors will be making
available to the Purchaser for review are true copies thereof;(iv)
    
    the Leases are good, valid and subsisting and enforceable
against the Tenants, and are, to the best of the knowledge of the Vendors, in
good standing except as specifically set forth in the Project Documents, and
there are no existing disputes thereunder, and none of the Vendors has received
any notice from any Tenant alleging any default by the Vendors or requiring the
Vendors to take any action not taken, and except as set forth in the Project
Documents the Leases have not been modified, extended, renewed or, to the
knowledge of the Vendors assigned by any Tenant, and the Leases constitute the
whole of the respective agreements of the Vendors or any of them with the
Tenants with respect to the occupancy of the Lot F Property and the Building by
the Tenants;(v)
    
    the Vendors have observed and performed in substantially all
respects all of the landlords covenants set forth in the Leases;(vi)
    
    neither the Leases nor the rents payable under them have been
assigned by the Vendors and none of the Tenants have any presently enforceable
rights or claims to set off or abatement with respect to future rents except as
set forth in the Leases;(vii)
    
    none of the Tenants are entitled to any capital contributions,
tenant allowances, inducements, or concessions which have not been fully paid
or satisfied by the Vendors except as set forth in the Project Documents, and
none of the Vendors is obliged to pay any Tenants for improvements, fixtures or
equipment during or on termination of any term or renewal thereof except as set
forth in the Leases;




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-20- (viii)
    
    the Tenants have each taken possession of the premises demised by their
respective Leases and are paying regular instalments of monthly rent in
accordance with the terms of their respective Leases; and(ix)
    
    none of the Vendors has received any Notice indicating that the
Tenants do not operate their premises and their businesses within the Lot F
Property and the Building pursuant to all validly issued and required licences
and entirely in accordance with all lawful requirements of all applicable
statutory authorities;
 (r)
    
    the Service Contracts which the Vendors will deliver to the Purchaser pursuant
to Section 3.1 constitute all of the Service Contracts respecting the Properties and
set forth the whole of the agreements between the Vendors or any of them and the other
parties thereto and there is no default thereunder;(s)
    
    the operating budget, operating expense summaries and capital improvement
summaries included with the Project Documents present fairly the expenses relating to
the Properties for the periods reported on;(t)
    
    the Lot F Nominee has no beneficial interest in the Lot F Property and has
carried on no business or activity of any kind whatsoever other than holding legal
title to the Lot F Property in trust for QLT and dealing with the Lot F Property on
behalf of and as directed by QLT, and the Lot 1 Nominee has no beneficial interest in
the Lot 1 Property and has carried on no business or activity of any kind whatsoever
other than holding legal title to the Lot 1 Property in trust for QLT and dealing with
the Lot 1 Property on behalf of and as directed by QLT;(u)
    
    the aggregate value of the Purchased Assets, determined in relation to the
transactions contemplated by this Agreement as of the time and in the manner prescribed
by the Notifiable Transactions Regulations pursuant to the Competition Act, is less
than $50,000,000;(v)
    
    QLT is the sole beneficial owner of the Shares and such Shares are free and
clear of all liens, charges, options and encumbrances except any of the nature
described in subsection (f) of the definition of Permitted Encumbrances;(w)
    
    no person has any rights to acquire any shares in the capital of the Nominees,
except for the Purchaser under this Agreement;(x)
    
    the Nominees have not filed tax returns for Income Tax, Capital Tax or GST,
have no liability for payment of any such taxes, and no assessment for such taxes has
ever been levied against either of the Nominees;(y)
    
    on the Closing Date, the Lot F Nominee will have no assets other than bare
legal title to the Lot F Property, and will have no liabilities except:




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##### 



-21- 
 (i)
    
    liabilities for the current years property taxes and other
assessments with respect to the Lot F Property which are the responsibility of
QLT as beneficial owner of the Lot F Property and are adjusted pursuant to
Article 6 on the Closing Date;(ii)
    
    liabilities under the Permitted Encumbrances relating to the
Lot F Property;(iii)
    
    liabilities to the Purchaser under this Agreement; and(iv)
    
    liabilities incurred with respect to the Lot F Property as
registered owner thereof (subject to the other provisions of this Agreement
including the other provisions of this Section 8.1 and Section 8.3);
 (z)
    
    on the Closing Date, the Lot 1 Nominee will have no assets other than bare
legal title to the Lot 1 Property, and will have no liabilities except:
 (i)
    
    liabilities for the current years property taxes and other
assessments with respect to the Lot 1 Property which are the responsibility of
QLT as beneficial owner of the Lot 1 Property and are adjusted pursuant to
Article 6 on the Closing Date;(ii)
    
    liabilities under the Permitted Encumbrances relating to the
Lot 1 Property;(iii)
    
    liabilities to the Purchaser under this Agreement; and(iv)
    
    liabilities incurred with respect to the Lot 1 Property as
registered owner thereof (subject to the other provisions of this Agreement
including the other provisions of this Section 8.1 and Section 8.3);
 and(aa)
    
    there is no action or proceeding of any kind pending or, to the knowledge of
QLT, threatened against any of the Vendors which might materially affect the ability of
QLT to carry out the terms of this Agreement.
 8.2 Survival of Warranties and Representations




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##### 



-22-  8.3 As Is, Where Is
  (a)
    
    that subject to Section 8.1(l), it is the obligation of the Purchaser to
satisfy itself that there is no Hazardous Waste or other hazardous substances or
contamination on, in or about the Properties, and that the Vendors have no obligation
to make any investigations, tests or studies with respect to the existence of any
Hazardous Waste or other hazardous substances or contamination on, in or about the
Properties;(b)
    
    that the Purchaser is purchasing the Purchased Assets in an as is/where is
condition, that it enters into this Agreement relying entirely upon its own inspections
and the representations, warranties and covenants of QLT specifically set out herein,
and that there are no representations, warranties, guarantees, agreements or
conditions, whether direct or collateral, or express or implied, which induced the
Purchaser to enter into this Agreement or on which reliance is placed by the Purchaser,
or which affect this Agreement or the Purchased Assets, other than as specifically set
out in this Agreement; and(c)
    
    that the Purchaser is relying on its own due diligence in reviewing the Project
Documents and, except as specifically set out herein, the Project Documents are not
intended to constitute a representation or warranty as to any of the contents thereof
on the part of the Vendors.
  8.4 Purchasers Representations and Warranties
  (a)
    
    the Purchaser is a duly incorporated and validly existing company in good
standing under the laws of British Columbia and has the power and capacity to enter
into and carry out the transactions contemplated by this Agreement;(b)
    
    by the Closing Date, all necessary corporate action on the part of the
Purchaser will have been taken to authorize and approve the execution and delivery of
this Agreement and the completion of the transactions contemplated herein;(c)
    
    there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the Purchasers knowledge, threatened against
the Purchaser before any court, arbiter, arbitration panel, administrative tribunal or




---



##### 



-23- 
 agency which, if decided adversely to the Purchaser, might materially affect the
Purchasers ability to perform its obligations to purchase the Purchased Assets and
complete the transactions contemplated by this Agreement, and, to the knowledge of
the Purchaser, no state of facts exists which could constitute the basis of any such
action, suit, claim, arbitration, judgment, investigation or proceeding;(d)
    
    neither the execution of this Agreement nor the completion of the transactions
contemplated hereby will constitute a breach of, default under, or acceleration of any
obligation under, or constitute any event which, with the giving of notice or lapse of
time or otherwise, would constitute a breach of, default under, or acceleration of any
obligation under any indenture, mortgage, deed of trust or other agreement to which the
Purchaser is a party or by which the Purchaser is bound or to which any of the
Purchasers assets are subject;(e)
    
    no consent or approval of or registration, declaration or filing with, any
governmental commission, board, court or other regulatory body is required for the
execution or delivery of this Agreement by the Purchaser, the validity or
enforceability of this Agreement against the Purchaser, or the performance by the
Purchaser of any of its obligations hereunder; and(f)
    
    the Purchaser is not a non-Canadian within the meaning of the Investment Canada
Act(Canada).
 ARTICLE 9
CONDITIONS PRECEDENT
 9.1 Purchasers Conditions Precedent
  (a)
    
    on or before 5:00 p.m. (Vancouver time) on July 18, 2008, the Purchaser shall
have reached agreement with QLT in writing on the form of QLT Lease in accordance with
Section 4.6;(a.1)
    
    on or before 5:00 p.m. (Vancouver time) on July 16, 2008, the Purchaser shall
have obtained a term sheet for the financing of the Purchased Assets on terms and
conditions acceptable to the Purchaser in its sole discretion provided that, in the
event the Purchaser removes this condition, the Purchaser shall provide QLT with a
summary containing the particulars of the terms and conditions of such term sheet as
confirmation that an acceptable term sheet has been received by the Purchaser; and




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##### 



-24- 
 (b)
    
    on or before 5:00 p.m. (Vancouver time) on July 30, 2008, the Purchaser shall
have:
 (i)
    
    obtained financing for the Purchased Assets on terms and
conditions acceptable to the Purchaser in its sole discretion; and(ii)
    
    conducted all physical, economic, environmental and other
investigations, inquiries of third parties and such other tests and studies as
the Purchaser may elect to conduct with respect to the Building, the Lot F
Property and the Lot 1 Property, such investigations, inquiries, tests and
studies to be conducted at the Purchasers sole cost and expense and to be
satisfactory to the Purchaser.
  9.2 Purchasers Closing Conditions
  (a)
    
    at the time for commencement of closing on the Closing Date, the
representations and warranties of QLT contained in Section 8.1, save as contemplated
herein and subject to Section 8.2, shall be true on and as of the Closing Date in all
material respects with the same effect as though such representations and warranties
had been made on and as of the Closing Date; and(b)
    
    at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of QLT to be performed at or before such time pursuant to this
Agreement shall have been duly performed in all material respects.
  (c)
    
    complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied




---



##### 



-25- 
 as conditions of closing, but any such waiver and completion shall be without
prejudice to any of the Purchasers other rights under this Agreement; or(d)
    
    by notice in writing to QLT, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be returned to the Purchaser in accordance with Section 2.3(c), without prejudice to
any other rights of the Purchaser under or pursuant to this Agreement.
 9.3 Satisfaction of Conditions Precedent
  9.4 Vendors Condition Precedent
  9.5 Vendors Closing Conditions
  (a)
    
    at the time for commencement of closing on the Closing Date, the
representations and warranties of the Purchaser contained in Section 8.4 shall be true
on and as of the Closing Date in all material respects with the same effect as though
such representations and warranties had been made on and as of the Closing Date; and(b)
    
    at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of the Purchaser to be performed at or before such time
pursuant to this Agreement shall have been duly performed in all material respects.




---



##### 



-26- (c)
    
    complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied as
conditions of closing, but any such waiver and completion shall be without prejudice to
any of QLTs other rights under this Agreement; or(d)
    
    by notice in writing to the Purchaser, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be paid to QLT in accordance with Section 2.3(d), without prejudice to any other rights
of QLT under or pursuant to this Agreement.
 9.6 Nature of Conditions
  ARTICLE 10
CLOSING
 10.1 Closing
  10.2 Vendors Closing Documents
  (a)
    
    a transfer to the Purchaser of QLTs beneficial interest in the Properties duly
executed by QLT;(b)
    
    [not used]




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##### 



(c)
    
    the Assignment of Leases, duly executed by QLT;(d)
    
    the Assignment of Approved Service Contracts, duly executed by QLT;(e)
    
    the QLT Lease, duly executed by QLT as tenant;(f)
    
    a bill of sale absolute conveying to the Purchaser the Included Chattels and
the interest of QLT in the Project Documents to the extent such interest is
transferrable, duly executed by QLT;(g)
    
    a certificate dated the Closing Date of a responsible officer of QLT having
knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.1 are true and correct as at the
Closing Date in all material respects and that the Vendors covenants and agreements to
be observed or performed before the closing on the Closing Date pursuant to this
Agreement have been duly observed and performed in all material respects, in each case
with particulars of any applicable exceptions;(h)
    
    a statement of adjustments approved by QLT;(i)
    
    agreements between QLT and the Nominees as follows:
 (i)
    
    an agreement between QLT and the Lot F Nominee, duly executed
by QLT and the Lot F Nominee, containing a written direction from QLT to the
Lot F Nominee that, from and after the Closing Date, the Lot F Nominee will
hold legal title to the Lot F Property in trust for the Purchaser, containing a
release by the Lot F Nominee of all claims against QLT under the Lot F
Declaration of Trust, and terminating the Lot F Declaration of Trust; and(ii)
    
    an agreement between QLT and the Lot 1 Nominee, duly executed
by QLT and the Lot 1 Nominee, containing a written direction from QLT to the
Lot 1 Nominee that, from and after the Closing Date, the Lot 1 Nominee will
hold legal title to the Lot 1 Property in trust for the Purchaser, containing a
release by the Lot 1 Nominee of all claims against QLT under the Lot 1
Declaration of Trust, and terminating the Lot 1 Declaration of Trust;;
 (j)
    
    resolutions of the directors of the Lot F Nominee authorizing the transfer of
the Shares in the capital stock of the Lot F Nominee to the Purchaser, the registration
of such Shares in the name of the Purchaser and the issuance of a new share certificate
representing such Shares in the name of the Purchaser;(k)
    
    resolutions of the directors of the Lot 1 Nominee authorizing the transfer of
the Shares in the capital stock of the Lot 1 Nominee to the Purchaser, the registration
of such Shares in the name of the Purchaser and the issuance of a new share certificate
representing such Shares in the name of the Purchaser;




---



##### 



-28- (l)
    
    the share certificate(s) representing all the Shares in the capital stock of
the Lot F Nominee, duly endorsed for transfer to the Purchaser and duly executed share
certificates in the name of the Purchaser representing all such Shares;(m)
    
    the share certificate(s) representing all the Shares in the capital stock of
the Lot 1 Nominee, duly endorsed for transfer to the Purchaser and duly executed share
certificates in the name of the Purchaser representing all such Shares;(n)
    
    resignations in writing of the current directors and officers of each of the
Nominees;(o)
    
    minute books for the Nominees (to the extent not previously delivered to the
Purchasers Solicitors) and the seals of the Nominees;(p)
    
    a notice from QLT, the Lot F Nominee and the Purchaser to the Tenants giving
notice of the sale of the Shares in the capital of the Lot F Nominee, the Lot F
Property and the Building and directing that rent and all other amounts payable to the
Landlord under the Leases be paid to the Purchaser or as the Purchaser may direct, duly
executed by QLT;(q)
    
    the Estoppel Certificates required pursuant to Section 4.3 (and, if required,
the Replacement Estoppel Certificates); and(r)
    
    such further documents, certificates and assurances of QLT as may be requisite
in the reasonable opinion of the Purchasers Solicitors to complete the transactions
contemplated by this Agreement and for more perfectly and absolutely assigning,
transferring, assuring to and vesting in the Purchaser, title to the Purchased Assets,
free and clear from all claims, liens, charges, encumbrances and caveats other than the
Permitted Encumbrances, provided that the Purchasers Solicitors have prepared and
delivered them to the Vendors Solicitors at least five (5) Business Days prior to the
Closing Date.
 10.3 Purchasers Closing Documents
  (a)
    
    the Assignment of Leases, duly executed by the Purchaser;(b)
    
    the Assignment of Approved Service Contracts, duly executed by the Purchaser;(c)
    
    the bill of sale absolute referred to in Section 10.2(f) which requires
execution by the Purchaser, duly executed by the Purchaser;(d)
    
    the GST Certificate, duly executed by the Purchaser;




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##### 



-29- (e)
    
    a general indemnity from the Purchaser in favour of Vendors with respect to
matters arising from and after the Closing Date in respect of the obligations assumed
by the Purchaser in Section 4.2 and in the documents referred to in Sections 10.3(a),
(b), (c) and (d) above;(f)
    
    a certificate dated the Closing Date of a responsible officer of the Purchaser
having knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.4 are true and correct as at the
Closing Date in all material respects and that the Purchasers covenants and agreements
to be observed or performed before the closing on the Closing Date pursuant to this
Agreement have been duly observed and performed in all material respects, in each case
with particulars of any applicable exceptions;(g)
    
    a statement of adjustments approved by the Purchaser;(h)
    
    resolutions of the new shareholder of the Lot F Nominee appointing new
directors of the Lot F Nominee;(i)
    
    resolutions of the new shareholder of the Lot 1 Nominee appointing new
directors of the Lot 1 Nominee;(j)
    
    resolutions of the new directors of the Lot F Nominee appointing new officers
of the Lot F Nominee and changing the registered and records office for the Lot F
Nominee to an office other than the Vendors Solicitors;(k)
    
    resolutions of the new directors of the Lot 1 Nominee appointing new officers
of the Lot 1 Nominee and changing the registered and records office for the Lot 1
Nominee to an office other than the Vendors Solicitors;(l)
    
    such duly executed documents as are required for filing in the office of the
Registrar of Companies (British Columbia) to effect a change of the directors of each
of the Nominees and the registered and records offices for each of the Nominees from
the current directors and the current registered and records offices for the Nominees
to the new directors appointed for each of the Nominees and to new registered and
records offices for each of the Nominees selected by the Purchaser;(m)
    
    the QLT Lease, duly executed by the Purchaser and the Lot F Nominee as
landlord;(n)
    
    a notice from QLT, the Lot F Nominee and the Purchaser to the Tenants giving
notice of the sale of the Shares in the capital of the Lot F Nominee, the Lot F
Property and the Building and directing that rent and all other amounts payable to the
Landlord under the Leases be paid to the Purchaser or as the Purchaser may direct, duly
executed by the Lot F Nominee and the Purchaser; and




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##### 



-30- (o)
    
    such further documents, certificates and assurances of the Purchaser as may be
requisite in the reasonable opinion of the Vendors Solicitors to complete the
transactions contemplated by this Agreement, provided that the Vendors Solicitors have
prepared and delivered them to the Purchasers Solicitors at least five (5) Business
Days prior to the Closing Date.
 10.4 Form of Documents
  10.5 Payment in Trust
  10.6 Registration
  (a)
    
    the Purchaser will cause the Purchasers Solicitors to file in the LTO on the
Closing Date any security documents applicable to any mortgage financing arranged by
the Purchaser, concurrently with the filing referred to in Section 10.6(b); and(b)
    
    if QLT elects to register the QLT Lease, QLT will cause the Vendors Solicitors
to file in the LTO on the Closing Date the QLT Lease or the Short Form QLT Lease, as
applicable, concurrently with the filing referred to in Section 10.6(a), so that the
QLT Lease or the Short Form QLT Lease, as applicable, will have the priority of
registration required by the QLT Lease;
  10.7 Closing




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##### 



-31-  (a)
    
    the security documents that have been filed for registration in the LTO
pursuant to Section 10.6 will be registered subject only to the Permitted Encumbrances
and any other charges granted by or claimed through the Purchaser; and(b)
    
    if QLT elects to register the QLT Lease, the QLT Lease or the Short Form QLT
Lease, as applicable, will be registered against title to Lot F with the priority
required by its terms;
  10.8 Concurrent Requirements
  10.9 Discharge of Encumbrances




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##### 



-32- 10.10 Delivery of Project Documents
  (a)
    
    the original Project Documents;(b)
    
    keys and master keys to all units and facilities of the Properties.
 10.11 Goods and Services and Social Services Tax
 (a)
    
    The Purchaser represents and warrants that it will on the Closing Date be
registered under Subdivision (d) of Division V of Part IX of the Excise Tax Actand
will on the Closing Date provide QLT with a certificate (the GST Certificate) stating
that the Purchaser is registered with Canada Revenue Agency for the purposes of goods
and services tax (GST) and setting out its GST registration number.(b)
    
    The Purchaser agrees that, if and to the extent required under Part IX of the
Excise Tax Act, it will remit directly to Canada Revenue Agency any tax that may be
exigible under Part IX of the Excise Tax Actin respect of the purchase and sale of the
Purchased Assets. Such tax shall be payable by the Purchaser in addition to the
Purchase Price.(c)
    
    The Purchaser agrees that it will remit directly to the Minister of Finance any
tax that may be exigible under the Social Service Tax Act(British Columbia) in respect
of the purchase and sale of the Included Chattels. Such tax shall be payable by the
Purchaser in addition to the Purchase Price.(d)
    
    The Purchaser will pay any amount required to be paid by the Purchaser pursuant
to Section 10.11(b) or Section 10.11(c) to the Purchasers Solicitors in trust on or
before the Closing Date and the Purchasers Solicitors will undertake to the Vendors
Solicitors to make the payment as required forthwith upon completion of registration as
contemplated in Section 10.7.
 10.12 Purchaser Financing
  (a)
    
    made payment into trust in accordance with Section 10.5, and such funds paid
into trust, together with the anticipated proceeds of the new mortgage, are sufficient
to enable the Purchasers Solicitors to pay the amounts required to be




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##### 



-33- paid by them on the Closing Date under this Agreement (including any amounts payable
under Sections 10.11, 11.5 and, if applicable, 11.8);
 (b)
    
    fulfilled all the new mortgagees conditions for funding except the lodging of
the mortgage for registration in the LTO; and(c)
    
    made available to the Vendors Solicitors, an undertaking of the Purchasers
Solicitors satisfactory to the Vendors Solicitors acting reasonably, to pay the
portion of the Purchase Price secured by the new mortgage upon the lodging of the new
mortgage documents in the LTO and the advance by the new mortgagee of the mortgage
proceeds.
 ARTICLE 11
GENERAL
 11.1 Further Assurances
  11.2 Survival
  11.3 Entire Agreement
  11.4 Notices




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##### 



-34- To QLT and, until after closing, the Nominees:
 
    
   To the Purchaser and, after closing, to the Nominees:




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##### 



-35- 11.5 Fees
  11.6 Real Estate Commissions
  11.7 Time
  11.8 Tender
 (a)
    
    Any tender of documents or money may be made upon the party being tendered or
upon its solicitors and money may be tendered by wire transfer or by solicitors
certified cheque or bank draft from an Approved Financial Institution.(b)
    
    Subject to Section 11.8(c), but notwithstanding any other provision of this
Agreement, the parties agree that, if the Purchaser is required by applicable
legislation to cause the amount set out in Section 2.2(b), as adjusted, to be paid by
electronic or wire transfer of funds, then:
 (i)
    
    the Purchaser will make all commercially reasonable efforts to
ensure that such amount will be transferred to and received by the Vendors
Solicitors on or before 3:00 p.m. (Vancouver time) on the Closing Date; and(ii)
    
    if for any reason out of the control of the Purchaser (which,
for greater certainty, will not include any event which is a default by the
Purchaser under this Agreement), the Purchaser cannot ensure that such an
amount will be received by the Vendors Solicitors on or before the time and
date




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##### 



-36- set out in Section 11.8(b)(i), then subject to Section 11.8(c), the
Purchaser will be entitled to pay such amount on or before 3:00 p.m.
(Vancouver time) on the Business Day next following the Closing Date so long
as, in addition to such amount, the Purchaser also pays to QLT at the same
time interest on such amount, at a rate equal to the Prime Rate plus one
percent (1%) per annum, for each day from and including the Closing Date to
but not including the day such payment is made. Prime Rate, as used
herein, means that variable annual rate of interest quoted by the main
branch of HSBC Bank Canada, Vancouver, British Columbia, from time to time
as the rate of interest used by it as a reference rate for setting rates of
interest on Canadian dollar loans in Canada repayable on demand and commonly
referred to by such Bank as its prime rate.
 (c)
    
    If the Purchaser is relying on a new mortgage to finance a portion of the
Purchase Price, the Purchaser shall only be entitled pursuant to Section 11.8(b) to pay
the amount set out in Section 2.2(b), as adjusted, on the Business Day next following
the Closing Date if, on the Closing Date, the Purchasers Solicitors have in their
possession discharges of the security documents applicable to the Purchasers mortgage
financing duly executed by the mortgagee, and an amount equal to the registration fees
that would be payable on registration in the LTO of such discharges, and have given the
Vendors Solicitors an undertaking satisfactory to the Vendors Solicitors acting
reasonably to lodge such documents for registration in the LTO and to pay the
registration fees payable in respect thereof if payment of the amounts set out in
Section 2.2(b), as adjusted, and interest (if applicable) is not made in accordance
with Section 11.8(b) and the security documents applicable to the Purchasers mortgage
financing are finally registered in the LTO before they can be withdrawn from the LTO
by the Purchasers Solicitors.
 11.9 Assignment
  11.10 Enurement




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##### 



-37- 11.11 Counterparts
  11.12 Execution
  11.13 Amendment and Restatement
  11.14 Conditions Precedent
  (a)
    
    the Purchaser hereby gives notice that:
 (i)
    
    the conditions set out in Sections 9.1(a)(iii) and (iv) of the
Original Sale and Purchase Agreement have been satisfied; and(ii)
    
    the condition set out in Section 9.1(a)(v) of the Original Sale
and Purchase Agreement is hereby waived;
 and QLT hereby acknowledges receipt of such notice; and(b)
    
    QLT hereby gives notice that the condition set out in Section 9.4(a)(ii) of the
Original Sale and Purchase Agreement has been satisfied, and the Purchaser hereby
acknowledges receipt of such notice.




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##### 



-38- 
 IN WITNESS WHEREOF
 QLT INC.Per:
    /s/ Cameron Nelson560677 B.C. LTD.Per:
    /s/ Robert L. Butchofsky630321 B.C. LTD.Per:
    /s/ Robert L. ButchofskyDISCOVERY PARKS HOLDINGS INC.Per:
    /s/ Tom Douglas




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##### 



SCHEDULE A
 ASSIGNMENT OF APPROVED SERVICE CONTRACTS
 THIS AGREEMENT
  QLT INC.
 Vendor
  DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WHEREAS Purchase Agreement
 NOW THEREFORE THIS ASSIGNMENT WITNESSES
 1. Definitions
  (c)
    
    terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;(d)
    
    Approved Service Contracts means the service contracts described in Exhibit A
hereto; and(e)
    
    Closing Date means , 2008.




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##### 



A-2 
 2. Assignment
  (a)
    
    all of the Vendors right, title and interest in and to the Approved Service
Contracts;(b)
    
    any and all payments due or accruing due or at any time after the Closing Date
to become due to the Vendor under the Approved Service Contracts; and(c)
    
    the benefit of all warranties and covenants made or given by the parties to the
Approved Service Contracts other than the Vendor;
  3. Assumption
 Assumed Obligations
 4. Third Party Consents
 Required
Consent
 (a)
    
    the assignment and transfer of any applicable Approved Service Contract in
respect of which the Required Consent has not been received on the Closing Date will
not be effective until the applicable Required Consent has been received;(b)
    
    until such time, the Approved Service Contract in respect of which the Required
Consent is required will be held by the Vendor in trust and as bare trustee for the
benefit of the Purchaser;(c)
    
    such transfer and assignment shall take effect immediately upon the Required
Consent being given; and




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##### 



A-3 
 (d)
    
    until such time, the Vendor and the Purchaser shall use their commercially
reasonable efforts to obtain the Required Consent.
  5. Further Assurances
  6. Indemnity
  7. Governing Law
  8. Enurement
  9. Counterparts




---



##### 



A-4 10. Execution
  IN WITNESS WHEREOF
 QLT INC.Per:DISCOVERY PARKS HOLDINGS INC.Per:




---



##### 



A-5  EXHIBIT A




---



##### 



B-1 SCHEDULE B
 ASSIGNMENT OF LEASES
 THIS AGREEMENT
  QLT INC.
 Vendor
  DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WHEREAS Purchase Agreement
 NOW THEREFORE THIS ASSIGNMENT WITNESSES
 1. Definitions
  (a)
    
    terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;(b)
    
    Closing Date means , 2008;(c)
    
    Leases means the leases described in Exhibit A hereto; and(d)
    
    Tenants means the tenants under the Leases.




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##### 



B-2 
 2. Assignment
  (a)
    
    all of the Vendors right, title and interest in and to the Leases and the
reversions thereof;(b)
    
    any and all rents or other payments due or accruing due or at any time on and
after the Closing Date become due under the Leases or any extensions or renewals
thereof;(c)
    
    the benefit of all guarantees and indemnities of the Leases; and(d)
    
    the benefit of all covenants by the Tenants or any covenantor of any of the
Leases;
  3. Assumption
 Assumed Obligations
 4. Further Assurances
  5. Indemnity




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##### 



B-3  6. Governing Law
  7. Enurement
  8. Counterparts
  9. Execution
  IN WITNESS WHEREOF
 QLT INC.Per:DISCOVERY PARKS HOLDINGS INC.Per:




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##### 



B-4  EXHIBIT A




---



##### 



C-1 SCHEDULE C
 LANDS AND REGISTERED CHARGES
 LOT F PROPERTY  877 GREAT NORTHERN WAY
 Legal Description
    
    Permitted EncumbrancesCity of Vancouver
    
    Right of Way 459460MParcel Identifier 024-175-650
    
    Undersurface Rights 481915MLot F, District Lot 264A and
    
    Covenant BM161486District Lot 2037, Group 1
    
    Covenant BN334036New Westminster District
    
    Covenant BW46704Plan LMP38193
    
    Statutory Right of Way BW46705
 LOT 1 PROPERTY  801 GREAT NORTHERN WAY
 Legal Description
    
    Permitted EncumbrancesCity of Vancouver
    
    Right of Way 459460MParcel Identifier 025-102-419
    
    Undersurface Rights 481915MLot 1, District Lots 264A and 2037
    
    Covenant BN316004Group 1
    
    Covenant BR180931New Westminster District
    
    Covenant BR180945Plan LMP50588
    
    Statutory Right of Way BR180946Restrictive Covenant BR226615Easement BR226616Covenant BV108681Statutory Right of Way BV108682Statutory Right of Way BV108683Equitable Charge BV108684Covenant BV108686Statutory Right of Way BV108687Equitable Charge BV108688Easement and Indemnity Agreement BV108689Statutory Right of Way BV108690Equitable Charge BV108691Covenant BV108692Covenant BW46701Statutory Right of Way BW46702Covenant BX494384




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##### 



D-1 SCHEDULE D
 ESTOPPEL CERTIFICATE
 Purchaser
 Lease Premises Property
   Landlord




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##### 



D-2   NOTES:
 1.
    
    Sublet:2.
    
    Security Deposit:3.
    
    Renewals:4.
    
    Claims:5.
    
    Rights of First Refusal or Options to Purchase or Lease:6.
    
    Other Matters:
   (TENANT)By:Authorized Signing OfficerBy:Authorized Signing Officer




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##### 



E-1  SCHEDULE E
 PROJECT DOCUMENTS
  1.
    
    The most recent land title search reports and registered charges, liens and encumbrances.2.
    
    Complete executed copies of all Leases, subleases, assignments, guarantees and indemnities
together with all exhibits, amendments and addenda and a copy of all current lease proposals
and letters of intent.3.
    
    Schedule of outstanding leasing commissions, tenant allowances and inducements.4.
    
    Copy of current years operating budget for the Lot F Property and the Building.5.
    
    Current and last two (2) years operating expense summaries for the Lot F Property and the
Building for years 2006 and 2007 (to be delivered).6.
    
    Logs relating to the Buildings operations and maintenance (to be made available).7.
    
    Current and last two (2) years property tax bills and any pending valuation adjustments and
all tax appeal files (to be made available).8.
    
    Copies of all Service Contracts.9.
    
    Copies of all environmental reports.10.
    
    All available plans and specifications (civil, architectural, structural, mechanical,
electrical and plumbing) (to be made available).11.
    
    All available plans and specifications relating to the Development Permit (to be made
available).12.
    
    Copies of geotechnical report and construction testing reports (to be made available).13.
    
    Copies of the last two (2) years capital improvement summaries.14.
    
    Schedule of major building systems including chillers, boilers, roof, etc. (size, age and
type) (to be made available).15.
    
    Copies of all Certificates of Occupancy.16.
    
    Inventory of Included Chattels.17.
    
    Inventory of Excluded Assets.18.
    
    Schedule of all claims and litigation affecting the Properties (if any).19.
    
    Copies of the Declarations of Trust.20.
    
    True copies of the policies of insurance carried by the Vendors in respect of the Properties
(to be made available).21.
    
    Copy of the Development Permit.




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F-1 
 SCHEDULE F
 NOT USED




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G-1 SCHEDULE G
 EXCLUDED ASSETS
 Current Location
    
    Description
    
    EL #
    
    QuantityInformation TechnologyServer Room and
    
    All Fixtures, Equipment
    
    
    
    allMechanical roomServer Room
    
    Server Room Fiber Cabling
    
    
    
    all2-9D
    
    Nortel Option 61 (PBX)
    
    
    
    allphone system includingphones, base stations,switchboards and companionwireless systemFacility
    
    3Com Switches
    
    
    
    allFacility
    
    Cisco Wireless switches
    
    
    
    allFacility
    
    Cisco access points
    
    
    
    allFacility
    
    Desktops,  Laptops and any
    
    
    
    allassociated peripheralsthat do not controlbuilding systemsLaboratory2-17H
    
    Autoclave
    
    1770
    
    
    12-15F
    
    Glassware Washer (Scientek)
    
    1253
    
    
    12-15F
    
    Glass Drying Oven (VWR)
    
    1456
    
    
    12-15F
    
    Autoclave (AMSCO)
    
    0077
    
    
    12-15F
    
    Millipore RO System
    
    1668
    
    
    12-23B
    
    Millipore RO System
    
    1050
    
    
    12-15F
    
    VWR Vented Hood
    
    1757
    
    
    12-17J
    
    NMR
    
    
    
    
    12- 6E
    
    AVD
    
    
    
    
    11-11B Core Lab
    
    nonaffixed husbandry and
    
    
    
    alllaboratory equipmentFacility
    
    Chambers
    
    
    
    allFacility
    
    Incubators (all )
    
    
    
    allFacility
    
    Laboratory Equipment (eg
    
    
    
    allHPLC, Mass Specs, balance,BSC)1-14F, 1 - 12F Device Labs
    
    all equipment
    
    
    
    all2-6G PMF
    
    Equipment, including
    
    
    
    allisolators, mobile carts,VHP generators, TCU, andany non affixed equipment2-6L PMF Mechanical
    
    any non affixed equipment
    
    
    
    allFurniture2-26D meeting room
    
    8 Boat Table and Chairs
    
    
    
    all2 10W meeting room
    
    All existing furniture
    
    
    
    all3- 8U meeting room
    
    5 Round Table and chairs
    
    
    
    all3 - 26C meeting room
    
    5 Round Table and Chairs
    
    
    
    all




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G-2 Current Location
    
    Description
    
    EL #
    
    Quantity2- 10 B coffee station
    
    All existing furniture
    
    
    
    all1-11U Copy Centre
    
    All existing Furniture
    
    
    
    all2-8R copy room
    
    All existing Furniture
    
    
    
    allG-6H Shipping
    
    Benches
    
    
    
    
    2Various
    
    Answer Workstations 6x8
    
    
    
    
    75Various
    
    Pedestals
    
    
    
    
    75Various
    
    Chairs
    
    
    
    
    752 - 6 R IT Support Room
    
    All furniture and shelving
    
    
    
    AllVarious
    
    60 x 30 Grey tables
    
    
    
    
    63-14F archives
    
    Compact shelving
    
    
    
    
    13- 17 D archives
    
    Compact shelving
    
    
    
    
    32nd floor, phase 2 1st
    
    Metro, EZ rect Shelving
    
    
    
    AllfloorVarious
    
    Combo Cabinets
    
    
    
    
    55Various
    
    Tear drop tables
    
    
    
    
    30Various
    
    Woolore desks
    
    
    
    
    15Various
    
    DeStijl desks
    
    
    
    
    40Various
    
    Chairs
    
    
    
    
    55Various
    
    Guest Chair
    
    
    
    
    80Various
    
    Pedestals
    
    
    
    
    55Various
    
    File Cabinets 6 drawer
    
    
    
    
    20File Cabinets 5 drawerVarious
    
    (Steelcase)
    
    
    
    
    115Various
    
    Printer stands
    
    
    
    
    15Various
    
    book cases
    
    
    
    
    50Various
    
    2 drawer File cabinets
    
    
    
    
    12Executive FurnitureVarious
    
    Krug
    
    
    
    
    5Various
    
    Chairs
    
    
    
    
    5Various
    
    CanCan Chair
    
    
    
    
    10Various
    
    Krug combo cabinet
    
    
    
    
    53- 12w
    
    CEO Furniture
    
    
    
    AllMiscP1 Shop
    
    Shop Compressor
    
    
    
    
    1P1 Shop
    
    all equipment and supplies
    
    
    
    allFacility
    
    Rees Monitoring System and associated panels and probes
    
    0227, 0087Cafeteria
    
    Cappuccino Machine
    
    
    
    
    1P1 Parkade
    
    Leased BOC Nitrogen Tank
    
    
    
    
    1




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##### 



G-3 Current Location
    
    Description
    
    EL #
    
    QuantityFacility
    
    Leased Water Coolers
    
    
    
    AllFacility
    
    Leased photcopiers
    
    
    
    AllFacility
    
    All art
    
    
    
    AllBoardroom 3rd Floor
    
    Mesh Back Chairs
    
    
    
    
    
    18Cancan Chairs
    
    
    
    
    
    15South West corner Lot 1
    
    QLT SignVarious
    
    miscellaneous, heavily
    
    
    
    allused, non standard andmismatched furnitureintended for sale atemployee garage sale tooccur prior to close




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H-1
 SCHEDULE H
 QLT LEASE  PRINCIPAL TERMS AND CONDITIONS
  Tenant:
    
    QLT Inc.Landlord:
    
    Discovery Parks Holdings Inc. or permitted assigneeBuilding Address:
    
    887 Great Northern Way, Vancouver BCLeased Area:
    
    Approximately 44,000 square feet of office and
laboratory space in a location to be agreed upon.
The Tenant will be responsible for all costs
associated with the demise of the Leased Area and
all work shall be completed to City of Vancouver
code requirements.Term:
    
    Five (5) yearsLease Commencement Date:
    
    Closing Date, with rent commencing on the first
day of the month following the Closing Date.Renewal Options:
    
    Two options of five (5) years each to be exercised
12 months in advance of the expiry to the Term or
any Renewal thereof. The renewal rent to be based
upon market rent for similar premises and shall
not be less than the rent paid by the Tenant
during the last year of the Term or any renewal
thereof.Form of Lease:
    
    Net leaseBasic Rental Rate:
    
    $32.50 per square foot / annumAdditional Rent:
    
    Proportionate share plus any additional costs
attributed to the laboratory component of the
Tenants tenancyParking:
    
    Seventy (70) Stalls at a rental rate of $65.00 per
stall per month. The Tenant may also make
arrangements directly with the other existing
tenant of the Building for the use of a portion of
such other tenants parking stalls, with 50% of
the other parking stalls so obtained from such
other tenant then being made available to the
Tenant by the Landlord under the lease at a rental
rate of $65.00 per stall per month.




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##### 



H-2 Security Deposit:
    
    The Tenant will provide the Landlord with a
security deposit equal to one (1) months Basic
and Additional Rent at the commencement of the
Term. The security deposit will be returned to
the Tenant at the end of the lease.Rent Deposit:
    
    The Tenant will provide the Landlord with a rent
deposit equal to ten (10) months Basic Rent and
estimated Additional Rent at the Closing Date.
The amount of the rent deposit will be reduced by
one-fifth (1/5) of the original amount at the end
of each year of the Term by the application of the
amount of such reduction towards payment of the
Basic Rent and Additional Rent for the
11th, 12th, 23rd,
24th, 35th, 36th,
47th and 48th months, and
with the balance of such deposit to be applied
against Basic Rent and Additional Rent due for the
59th and 60th months of the
Term. For greater certainty, the Tenant shall not
be required to pay Basic Rent and Additional Rent
for such periods for which such rent deposit has
been so applied.Signage:
    
    Subject to relevant municipal approval, QLT may
continue to display signage currently in place on
the Building and shall be responsible for any
costs associated with maintaining such signage.Use:
    
    Laboratory and office spaceBuilding Access:
    
    Twenty-four (24) hours per day, seven days a weekLandlord Operations:
    
    The Landlord will operate the Building in a first
class manner.




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##### 



THIRD AMENDING AGREEMENT
 THIS AGREEMENT
 BETWEEN:
 QLT INC. (QLT)
560677 B.C. LTD. (the Lot F Nominee)
630321 B.C. LTD. (the Lot 1 Nominee)
 Nominees  Vendors
 AND:
 DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WITNESSES THAT WHEREAS:
 Sale and Purchase Agreement
  NOW THEREFORE
 1. Definitions
  2. Amendments




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##### 



-2-
 (a)
    
    by deleting in Sections 4.6, 9.1(a) and 9.4 of the Sale and Purchase Agreement
the date July 18, 2008 and in each case substituting therefor the date July 25,
2008; and(b)
    
    by deleting in Section 9.1(a.1) of the Sale and Purchase Agreement the date July
16, 2008 and substituting therefor the date July 18, 2008.
 3. Sale and Purchase Agreement Confirmed
  4. Counterparts and Facsimile
  5. Enurement
  IN WITNESS WHEREOF
 QLT INC.
    
    
    560677 B.C. LTD.Per: Per:
    
    /s/ Robert L. Butchofsky
    
    Per: Per:
    
    /s/ Robert L. Butchofsky630321 B.C. LTD.
    
    DISCOVERY PARKS HOLDINGS INC.Per: Per:
    
    /s/ Robert L. Butchofsky
    
    Per:
    /s/ Mark Betteridge




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##### 



FOURTH AMENDING AGREEMENT
 THIS AGREEMENT
 BETWEEN:
 QLT INC. (QLT)
560677 B.C. LTD. (the Lot F Nominee)
630321 B.C. LTD. (the Lot 1 Nominee)
 Nominees Vendors
 AND:
 DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WITNESSES THAT WHEREAS:
 Sale and Purchase
Agreement
  NOW THEREFORE




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-2- 1. Definitions
  2. Amendments
  3. Sale and Purchase Agreement Confirmed
  4. Counterparts and Facsimile
  5. Enurement




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-3- IN WITNESS WHEREOF
 QLT INC.
    
    
    
    560677 B.C. LTD.Per:
    
    /s/ Robert L. Butchofsky
    
    
    
    Per:
    
    /s/ Robert L. Butchofsky630321 B.C. LTD.
    
    
    
    DISCOVERY PARKS HOLDINGS INC.Per:
    
    /s/ Robert L. Butchofsky
    
    
    
    Per:
    
    /s/ Mark Betteridge




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##### 



FIFTH AMENDING AGREEMENT
 THIS AGREEMENT
 BETWEEN:
 QLT INC. (QLT)
560677 B.C. LTD. (the Lot F Nominee)
630321 B.C. LTD. (the Lot 1 Nominee)
 Nominees Vendors
 AND:
 DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WITNESSES THAT WHEREAS:
 Sale and Purchase Agreement
  NOW THEREFORE
 1. Definitions
  2. Amendments




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-2-  3. Sale and Purchase Agreement Confirmed
  4. Counterparts and Facsimile
  5. Enurement
  IN WITNESS WHEREOF
 QLT INC.
    
    
    
    560677 B.C. LTD.Per:
    
    /s/ Robert L. Butchofsky
    
    
    
    Per:
    
    /s/ Robert L. Butchofsky630321 B.C. LTD.
    
    
    
    DISCOVERY PARKS HOLDINGS INC.Per:
    
    s/ Robert L. Butchofsky
    
    
    
    Per:
    
    /s/ Mark Betteridge




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##### 



SIXTH AMENDING AGREEMENT
 THIS AGREEMENT
 BETWEEN:
 QLT INC. (QLT)
560677 B.C. LTD. (the Lot F Nominee)
630321 B.C. LTD. (the Lot 1 Nominee)
 Nominees Vendors
 AND:
 DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WITNESSES THAT WHEREAS:
 Sale and Purchase Agreement
  NOW THEREFORE
 1. Definitions
  2. Amendments




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##### 



-2- (a)
    
    by deleting in Sections 4.6, 9.1(a) and 9.4 of the Sale and Purchase Agreement
the date July 25, 2008 and in each case substituting therefor the date July 30,
2008; and(b)
    
    by deleting in Section 9.1(a.1) of the Sale and Purchase Agreement the date
July 25, 2008 and substituting therefor the date July 30, 2008.
 3. Sale and Purchase Agreement Confirmed
  4. Counterparts and Facsimile
  5. Enurement
  IN WITNESS WHEREOF
 QLT INC.
    
    560677 B.C. LTD.Per:
    
    /s/ Robert L. Butchofsky
    
    Per:
    
    /s/ Robert L. Butchofsky630321 B.C. LTD.
    
    DISCOVERY PARKS HOLDINGS INC.Per:
    
    /s/ Robert L. Butchofsky
    
    Per:
    
    /s/ Mark Betteridge




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##### 



801 & 887 GREAT NORTHERN WAY
 SECOND AMENDED AND RESTATED
SALE AND PURCHASE AGREEMENT
  QLT INC.
560677 B.C. LTD.
630321 B.C. LTD.
  DISCOVERY PARKS HOLDINGS INC.




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##### 



TABLE OF CONTENTS
 Article 1 Interpretation
    
    
    21.1
    
    Definitions
    
    
    21.2
    
    General Principles
    
    
    61.3
    
    Schedules
    
    
    7Article 2 Purchase and Sale
    
    
    82.1
    
    Agreement of Purchase and Sale
    
    
    82.2
    
    Payment of Purchase Price
    
    
    82.3
    
    Deposit
    
    
    82.4
    
    Allocation of Purchase Price
    
    
    92.5
    
    QLT Security
    
    
    9Article 3 Documents, Inspection and Confidentiality
    
    
    103.1
    
    Project Documents
    
    
    103.2
    
    Confidentiality
    
    
    103.3
    
    Inspection
    
    
    103.4
    
    Authorization
    
    
    11Article 4 General Covenants
    
    
    114.1
    
    Covenants of the Vendors
    
    
    114.2
    
    Leasing Activity
    
    
    124.3
    
    Estoppel Certificates
    
    
    124.4
    
    Approved Service Contracts
    
    
    134.5
    
    QLT Security Documents
    
    
    134.6
    
    QLT Lease
    
    
    134.7
    
    First Mortgage Financing
    
    
    13Article 5 Risk
    
    
    135.1
    
    Risk and Purchasers Election
    
    
    135.2
    
    Insurance Proceeds
    
    
    14Article 6 Adjustments and Related Matters
    
    
    146.1
    
    Adjustments
    
    
    146.2
    
    Further Adjustments
    
    
    156.3
    
    Adjustment Determination
    
    
    156.4
    
    Tenant Inducements and Rent-Free Periods
    
    
    16Article 7 Possession
    
    
    167.1
    
    Possession
    
    
    16Article 8 Representations and Warranties
    
    
    168.1
    
    Vendors Representations and Warranties
    
    
    168.2
    
    Survival of Warranties and Representations
    
    
    218.3
    
    As Is, Where Is
    
    
    218.4
    
    Purchasers Representations and Warranties
    
    
    21




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-ii- Article 9 Conditions Precedent
    
    
    229.1
    
    Purchasers Conditions Precedent
    
    
    229.2
    
    Purchasers Closing Conditions
    
    
    239.3
    
    Satisfaction of Conditions Precedent
    
    
    239.4
    
    Vendors Condition Precedent
    
    
    239.5
    
    Vendors Closing Conditions
    
    
    249.6
    
    Nature of Conditions
    
    
    24Article 10 Closing
    
    
    2510.1
    
    Closing
    
    
    2510.2
    
    Vendors Closing Documents
    
    
    2510.3
    
    Purchasers Closing Documents
    
    
    2710.4
    
    Form of Documents
    
    
    2810.5
    
    Payment in Trust
    
    
    2810.6
    
    Registration
    
    
    2810.7
    
    Closing
    
    
    2910.8
    
    Concurrent Requirements
    
    
    2910.9
    
    Discharge of Encumbrances
    
    
    3010.10
    
    Delivery of Project Documents
    
    
    3010.11
    
    Goods and Services and Social Services Tax
    
    
    3010.12
    
    Purchaser Financing
    
    
    31Article 11 General
    
    
    3111.1
    
    Further Assurances
    
    
    3111.2
    
    Survival
    
    
    3111.3
    
    Entire Agreement
    
    
    3111.4
    
    Notices
    
    
    3211.5
    
    Fees
    
    
    3311.6
    
    Real Estate Commissions
    
    
    3311.7
    
    Time
    
    
    3311.8
    
    Tender
    
    
    3311.9
    
    Assignment
    
    
    3411.10
    
    Enurement
    
    
    3511.11
    
    Counterparts
    
    
    3511.12
    
    Execution
    
    
    3511.13
    
    Amendment and Restatement
    
    
    3511.14
    
    Conditions Precedent
    
    
    35SCHEDULE A
    
    ASSIGNMENT OF APPROVED SERVICE CONTRACTS
    
    
    A-1SCHEDULE B
    
    ASSIGNMENT OF LEASES
    
    
    B-1SCHEDULE C
    
    LANDS AND REGISTERED CHARGES
    
    
    C-1SCHEDULE D
    
    ESTOPPEL CERTIFICATE
    
    
    D-1SCHEDULE E
    
    PROJECT DOCUMENTS
    
    
    E-1SCHEDULE F
    
    NOT USED
    
    
    F-1SCHEDULE G
    
    EXCLUDED ASSETS
    
    
    G-1




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##### 



SECOND AMENDED AND RESTATED
SALE AND PURCHASE AGREEMENT
 THIS AGREEMENT
  QLT INC. (QLT)  560677 B.C. LTD. (the Lot F Nominee)  630321 B.C. LTD. (the Lot 1 Nominee)
 Nominees Vendors
  DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WITNESSES THAT WHEREAS:
    Original Sale and Purchase
Agreement




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##### 



-2-  NOW THEREFORE
 ARTICLE 1
INTERPRETATION
 1.1 Definitions
  Approved Financial Institution
 Approved Service Contracts
 (a)
    
    Natural Gas Supply and Management Services Agreement dated May 1, 2003 among
QLT and Direct Energy Marketing Limited;(b)
    
    HVAC Service Agreement dated December 17, 2007 among QLT and Trane British
Columbia; and(c)
    
    those of the remaining Service Contracts that the Purchaser has approved in
writing on or before the date set out in Section 9.1(b) for satisfaction or waiver of
the condition referred to in Section 9.1(b);
 Assignment of Approved Service Contracts
 Assignment of Leases
 Building
 Business Day Employment Standards Act
 Closing Date th
 Competition Act Competition Act
 Declarations of Trust




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-3- (a)
    
    the declaration of trust in respect of the Lot F Property made on December 3,
1998 between the Lot F Nominee and QLT (the Lot F Declaration of Trust); and(b)
    
    the declaration of trust in respect of the Lot 1 Property made on August 29,
2001 between the Lot 1 Nominee and QLT (the Lot 1 Declaration of Trust);
 Deposit
 Development Permit
 Environment
 Environmental Laws
 Estoppel Certificate
 Excluded Assets
 GST
 GST Certificate
 Hazardous Waste Environmental Management Act Hazardous Waste Regulation Environmental Management
Act
 Included Chattels
 Laws
 Leases




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##### 



-4- Lot F Property
 Lot 1 Property
 LTO
 Mechanical Systems
 Notice
 Permitted Encumbrances
 (a)
    
    the encumbrances in respect of each of the Lot F Property and the Lot 1
Property described in Schedule C hereto;(b)
    
    the Leases;(c)
    
    any leases or agreements to lease, or modifications or extensions to Leases
entered into by the Vendors or any of them in accordance with Section 4.2;(d)
    
    the QLT Lease to be entered into in accordance with Section 4.6;(e)
    
    the rights reserved to or vested in or deemed to be reserved to or vested in
any governmental or public authority pursuant to any Crown Grants(s) applicable to the
Lot F Property or the Lot 1 Property or pursuant to any applicable statutory
provisions; and(f)
    
    any other liens, charges or encumbrances expressly permitted in writing by the
Purchaser including any security and financing instruments and agreements granted or
entered into by either or both of the Nominees at the request of the Purchaser in
connection with any financing arranged by the Purchaser to finance the purchase of the
Purchased Assets or any of them;
 Project Documents
 Properties




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##### 



-5- Purchase Price
 Purchased Assets
 (a)
    
    the beneficial interest of QLT in the Properties;(b)
    
    the Shares;(c)
    
    the Included Chattels;(d)
    
    the beneficial interest of QLT in the Mechanical Systems;(e)
    
    the interest of QLT in the Leases;(f)
    
    the interest of QLT in the Approved Service Contracts; and(g)
    
    the interest of QLT in the Project Documents (including the Development Permit)
to the extent transferrable;
  Purchasers Solicitors
 QLT Lease
 QLT Mortgage
 QLT Security Documents
 (a)
    
    a mortgage of the Lot F Property (including the Building) and the Lot 1
Property, granted by the Nominees as the registered owners in favour of QLT, in the
principal amount of $12,000,000.00 bearing interest at the rate of 6.5% per annum
calculated and payable monthly and having a term of two (2) years from the Closing
Date, including an assignment of rents (such mortgage and assignment of rents being
herein together called the QLT Mortgage);(b)
    
    a Beneficiary Authorization and Charge granted by the Purchaser as beneficial
owner of the Lot F Property (including the Building) and the Lot 1 Property, among
other things mortgaging and charging all the estate, right, title and interest of the
Purchaser in and to the Lot F Property (including the Building) and the Lot 1 Property
in favour of QLT, as security for the principal amount, interest and all other amounts
that may at any time be or become owing to QLT under the QLT Mortgage;(c)
    
    a general security agreement granted by the Lot F Nominee and the Purchaser
granting to QLT a security interest in all present and after acquired personal property
of the Lot F Nominee located at the Lot F Property and all present and after acquired
personal property of the Purchaser located at the Lot F Property; and




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##### 



-6- (d)
    
    all such certified copies of resolutions, certificates and other documents as
QLT may reasonably require in connection with the documents referred to in subsections
(a), (b) and (c) of this definition including, without limitation:
 (i)
    
    a certified copy of a declaration of trust by which the Lot F
Nominee as registered owner of the Lot F Property (including the Building)
holds the Lot F Property (including the Building) in trust as bare trustee for
the Purchaser;(ii)
    
    a certified copy of a declaration of trust by which the Lot 1
Nominee as registered owner of the Lot 1 Property holds the Lot 1 Property in
trust as bare trustee for the Purchaser;(iii)
    
    an opinion of the Purchasers Solicitors addressed to QLT and
the Vendors Solicitors as to the corporate status, power and capacity of the
Nominees and the Purchaser and as to the due authorization, execution and
delivery of all the other QLT Security Documents;
 Service Contracts
 Shares
 Short Form QLT Lease
 Tenants
 Vendors Solicitors
 1.2 General Principles
  (a)
    
    this Agreement means this Agreement, including the Schedules hereto, as the
same may be supplemented or amended and in effect from time to time;(b)
    
    except as otherwise expressly provided in this Agreement, any reference in this
Agreement to an Article, a Section, paragraph, subparagraph or Schedule is a reference
to the appropriate Article, Section, paragraph, subparagraph or Schedule in or to this
Agreement;(c)
    
    if any provision of this Agreement or any part hereof is found or determined to
be invalid it will be severable and severed from this Agreement and the remainder of
this Agreement will be construed as if such invalid provision or part had been deleted
from this Agreement;




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##### 



-7- (d)
    
    this Agreement and all matters arising hereunder will be governed by and
construed in accordance with the laws of British Columbia, which will be deemed to be
the proper law hereof, and the courts of British Columbia will have the non-exclusive
jurisdiction to entertain and determine all claims and disputes arising out of or in
any way connected with this Agreement (subject to any arbitration provisions hereof)
and the validity, existence and enforceability hereof;(e)
    
    the headings used in this Agreement are for convenience only and do not form
part of this Agreement and shall not in any way affect, limit, amplify or modify the
terms hereof or the interpretation, scope or intent thereof;(f)
    
    the words herein, hereof and hereunder and words of similar import refer
to this Agreement as a whole and not to any particular Article, Section, paragraph,
subparagraph or other subdivision or Schedule hereof;(g)
    
    the word including, when following any general statement, term or matter,
will not be construed to limit such general statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items or
matters, but will be construed to refer to all other items or matters that could
reasonably fall within the scope of such general statement, term or matter, whether or
not non-limiting language (such as without limitation, but not limited to or words
of similar import) is used with reference thereto;(h)
    
    words importing the masculine gender include the feminine or neuter gender and
words in the singular include the plural, and vice versa;(i)
    
    any reference to a statute includes and is a reference to such statute and to
the regulations made pursuant thereto, with all amendments made thereto and in force
from time to time, and to any statutes or any regulations that may be passed which have
the effect of supplementing or superseding such statutes or regulations;(j)
    
    all references to monetary amounts in this Agreement are references to Canadian
dollars;(k)
    
    any action to be taken pursuant to this Agreement on a day that is not a
Business Day shall be taken on the next succeeding Business Day; and(l)
    
    if any party to this Agreement is comprised of more than one legal entity all
of the obligations and liabilities of that party shall be the joint and several
obligations and liabilities of each legal entity comprising such party.
 1.3 Schedules




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##### 



-8-        ARTICLE 2
PURCHASE AND SALE
 2.1 Agreement of Purchase and Sale
  2.2 Payment of Purchase Price
  (a)
    
    by way of a deposit of Two Million Canadian Dollars ($2,000,000.00) paid to the
Vendors Solicitors as follows:
 (i)
    
    the sum of Seven Hundred and Fifty Thousand Canadian Dollars
($750,000.00) by payment of such amount within two (2) Business Days after the
date of execution and delivery of this Agreement by both parties; and(ii)
    
    the sum of One Million Two Hundred and Fifty Thousand Canadian
Dollars ($1,250,000.00) by payment of such amount on the date the condition
referred to in Section 9.1(b) has been satisfied or waived by the Purchaser;
  (b)
    
    by way of vendor financing secured by the QLT Security Documents to be granted
by the Purchaser and the Nominees in favour of QLT on the Closing Date, the sum of
Twelve Million Canadian Dollars ($12,000,000.00); and(c)
    
    by payment of the balance of the Purchase Price to QLT on the Closing Date as
provided in Article 10 and, if applicable, Section 11.8.
 2.3 Deposit




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##### 



-9-  (a)
    
    to QLT on account of the Purchase Price contemporaneously with the completion
of the transactions contemplated by this Agreement, with all interest paid to the
Purchaser;(b)
    
    to the Purchaser together with all interest if any of the conditions referred
to in Section 9.1 or Section 9.4 are neither satisfied nor waived within the time
provided, without prejudice to any other rights of the parties under this Agreement, or
if the Purchaser elects not to complete the purchase pursuant to Section 5.1;(c)
    
    to the Purchaser together with all interest if the transactions contemplated by
this Agreement are not completed by reason of any of the conditions referred to in
Section 9.2 being neither satisfied nor waived or by reason of QLTs default hereunder,
but without prejudice to any other rights of the Purchaser under or pursuant to this
Agreement; and(d)
    
    to QLT together with all interest if the transactions contemplated by this
Agreement are not completed by reason of any of the conditions referred to in Section
9.5 being neither satisfied nor waived or by reason of the Purchasers default
hereunder, such payment being on account of QLTs damages, but without prejudice to any
other rights of QLT under or pursuant to this Agreement.
 2.4 Allocation of Purchase Price
  Lot F Property (land only)
    
    
    
    
    
    $
    8,832,000.00Building(includes Mechanical Systems
fixtures, Leases and Approved
Service Contracts)
    
    
    
    
    
    $
    45,331,383.00Lot 1 Property
    
    
    
    
    
    $
    10,840,000.00Included Chattels
    
    
    
    
    
    $
    496,614.00Shares  Lot F Nominee
    
    
    
    
    
    $
    1.00 Lot 1 Nominee
    
    
    
    
    
    $
    1.00Project Documents
    
    
    
    
    
    $
    1.00.
 2.5 QLT Security




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##### 



-10- (a)
    
    in the case of the Lot F Property, subject only to Permitted Encumbrances and
first mortgage financing of the Purchaser not to exceed $33,000,000.00 in principal
amount; and(b)
    
    in the case of the Lot 1 Property, subject only to Permitted Encumbrances and
first mortgage financing of the Purchaser not to exceed $5,500,000.00 in principal
amount.
 ARTICLE 3
DOCUMENTS, INSPECTION AND CONFIDENTIALITY
 3.1 Project Documents
 (a)
    
    The Vendors shall, within three (3) Business Days after the date of execution
of this Agreement by both parties, deliver to the Purchaser or make available for the
inspection of the Purchaser, as the case may be, as set out in Schedule E, all Project
Documents or true and complete copies thereof (to the extent that the Vendors have not
already provided copies of such material to the Purchaser). Thereafter, the Vendors
shall forthwith deliver to the Purchaser all such further information respecting the
Project Documents or the Properties that is reasonably requested by the Purchaser and
is within the control or possession of the Vendors.(b)
    
    The Purchaser acknowledges and agrees that the Vendors shall not have any
liability for any errors, omissions or inaccuracies in any of the Project Documents
that are studies, reports or other documents prepared by third parties, except to the
extent of any express representation, warranty, covenant or agreement of the Vendors
contained in this Agreement and subject to Section 8.2.
 3.2 Confidentiality
  3.3 Inspection




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##### 



-11-  3.4 Authorization
  ARTICLE 4
GENERAL COVENANTS
 4.1 Covenants of the Vendors
  (a)
    
    from and after the date of this Agreement to the Closing Date, maintain the
Properties in their present condition, reasonable wear and tear excepted, and, subject
to Article 5, do or cause to be done all necessary repairs and maintenance as required
to effect same, take all reasonable care to protect and safeguard the Properties, and
operate and otherwise deal with the Properties as a careful and prudent owner would do
and in such a manner that the warranties and representations in Section 8.1 remain true
and correct in all material respects; provided that the Vendors shall not be obliged to
make capital repairs to the Properties except in case of emergency;(b)
    
    maintain in full force and effect the existing insurance coverage in respect of
the Properties until the Closing Date;(c)
    
    observe and perform all of the landlords obligations under the Leases and
diligently enforce all of the landlords rights and remedies thereunder;(d)
    
    take or cause to be taken all proper steps and actions and corporate
proceedings to enable QLT to vest a good and marketable title to the Purchased Assets
in the Purchaser free and clear of all liens, encumbrances, defects in title, equities
or claims of every nature and kind except for Permitted Encumbrances and to enable QLT
to carry out the sale of the Purchased Assets and the Vendors to execute and deliver
this Agreement as valid and binding obligations of the Vendors;(e)
    
    maintain in all material respects present levels of consumable supplies and
spare parts in the Building until the Closing Date;(f)
    
    pay, on or before the due date, all municipal taxes, local improvement taxes,
rates, levies and assessments of every nature or kind with respect to the Properties
for the 2008 calendar year that become due and payable before the Closing Date; and




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##### 



-12- (g)
    
    as of the Closing Date, cancel or terminate at its expense all Service
Contracts other than Approved Service Contracts.
 4.2 Leasing Activity
 (a)
    
    The Purchaser agrees that in the period following the date of execution of this
Agreement by both parties and up to the date for satisfaction or waiver of the
condition referred to in Section 9.1(b), the Vendors may carry on their leasing program
for the Lot F Property and the Building. The Vendors agree that they will not enter
into any binding commitments with Tenants or prospective tenants for the Lot F Property
and the Building or any material modification of any Lease during such period without
first providing the Purchaser with a copy of any such proposed binding commitment or
material modification.(b)
    
    If the transactions contemplated by this Agreement are completed, the Purchaser
will assume all such commitments from and after the Closing Date and will fully perform
the obligations of the Vendors pursuant to such commitments, including honouring
obligations to provide any tenant inducements to the Tenants or prospective tenants of
the Lot F Property and the Building, and being responsible for all commissions that are
payable and all landlords work thereunder and the same will not be subject to
adjustment on closing, except that, if the term of any new lease commences prior to the
Closing Date, then the responsibility for any related tenant inducements (including
landlords work) and commissions will be pro-rated between QLT and the Purchaser on the
basis of the number of months of the initial term of such lease prior to the Closing
Date (as for QLT) and the number of months of the initial term of such lease after the
Closing Date (as for the Purchaser), and the same will be subject to adjustment on
closing.(c)
    
    The Vendors agree that after the condition referred to in Section 9.1(b) is
satisfied or waived by the Purchaser, the Vendors will not enter into any binding
commitments with Tenants or prospective tenants for the Lot F Property or the Building
or any material modification of any Lease without the Purchasers prior written
approval, which approval may be withheld in the Purchasers sole and absolute
discretion.(d)
    
    The Vendors agree that if they carry on the leasing program, they will do so in
good faith in the ordinary course following the date of execution of this Agreement by
both parties and will only consider commitments with tenants and prospective tenants
which are consistent with market driven leasing arrangements in the Vancouver market.
 4.3 Estoppel Certificates
 Replacement Estoppel Certificates




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##### 



-13-  4.4 Approved Service Contracts
  4.5 QLT Security Documents
  4.6 QLT Lease
 QLT Lease Short Form QLT Lease
 4.7 First Mortgage Financing
  ARTICLE 5
RISK
 5.1 Risk and Purchasers Election




---



##### 



-14-  (a)
    
    to terminate this Agreement, in which case the Deposit together with accrued
interest will be paid to the Purchaser in accordance with Section 2.3(b) and neither
the Vendors nor the Purchaser shall have any further obligation hereunder; or(b)
    
    to complete the transactions contemplated by this Agreement.
  5.2 Insurance Proceeds
  ARTICLE 6
ADJUSTMENTS AND RELATED MATTERS
 6.1 Adjustments
  (a)
    
    except as otherwise provided herein, all adjustments, both incoming and
outgoing, with respect to the Properties, including taxes, utilities, rents, common
area and operating expenses, deposits and interest thereon, tenant allowances, tenant
recharges, fuel, licences, insurance, audit costs, payments under Approved Service
Contracts and other items normally adjusted between a vendor and purchaser in the sale
of similar properties shall be adjusted as of the Closing Date so that QLT will bear
and pay all expenses and receive all income related to the Properties prior to the
Closing Date and the Purchaser will bear and pay all expenses and receive all income
related to the Properties from and including the Closing Date;(b)
    
    QLT will remain liable to remit, in accordance with Part IX of the Excise Tax
Act(Canada), any goods and services tax exigible on taxable supplies made by QLT and
that became payable (as contemplated in Section 168 of the Excise Tax Act(Canada))
prior to the Closing Date;(c)
    
    QLT shall not be credited with arrears of rent or other charges owed by Tenants
as of the Closing Date, except that QLT shall be credited for arrears of rent and any
other charges owed by any Tenant as of the Closing Date in respect of the then current
month so long as such Tenant is not then in arrears for any previous month;




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##### 



-15- the
Purchaser and QLT each agree to cooperate with the other in respect of the
collection of any then current arrears (including the full amount of any unpaid
federal goods and services tax payable by the Tenants on such arrears). QLT shall
provide the Purchaser with detailed information as to the determination of the
amount of such arrears, and the Purchaser shall take reasonable steps in order to
collect such arrears as soon as may be practicable. If and when the Purchaser
collects any such arrears the Purchaser will remit to QLT that portion due to QLT in
respect of the period prior to the dates of adjustment for the respective components
of such arrears, less any reasonable third party collection costs. For greater
certainty, QLT will be entitled to receive the full amount of goods and services tax
paid on arrears by the Tenants if such goods and services tax became payable (as
contemplated in Section 168 of the Excise Tax Act(Canada)) prior to the Closing
Date. Payment of rents and recoveries shall be applied first to current rents and
recoveries and the excess to the latest arrears. QLT shall be entitled to attempt
to collect any such arrears the Purchaser has not collected within three (3) months
after the Closing Date, provided that it shall not be entitled to terminate any
Tenants lease or seize any of the Tenants property on the Tenants premises;(d)
    
    although the Purchaser will be entitled, subject to QLTs right under Section
6.1(c), to collect all rentals and other recoveries after the Closing Date whether
applicable to periods prior to or after the Closing Date, the Purchaser and QLT agree
to receive in trust and promptly remit to the other that portion of any rentals or
recoveries received by it as would reasonably be expected to be credited to or by the
other party hereunder on a subsequent adjustment, subject to the provisions of Section
6.1(c). Any rents and recharges received by QLT and designated by a Tenant or other
occupant to be applied to a period ending after the date of adjustment for the subject
matter of such arrears will be promptly paid or endorsed over to the Purchaser; and(e)
    
    if any dispute arises with regard to the adjustments referred to in Article 6
either before or after the Closing Date, the matter in dispute will be referred in the
first instance to the auditors of the Purchaser and the auditors of QLT for
determination. If such auditors cannot agree on a determination of the matter in
dispute within thirty (30) days following the reference to them, the matter in dispute
will be referred to a single arbitrator under the Commercial Arbitration Act(British
Columbia) or any successor legislation then in effect in British Columbia. QLT and
Purchaser will make any references mentioned herein expeditiously and will share all
arbitration costs equally.
 6.2 Further Adjustments
  6.3 Adjustment Determination




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##### 



-16-


6.4
    
    Tenant Inducements and Rent-Free Periods




ARTICLE 7
POSSESSION


7.1
    
    Possession




ARTICLE 8
REPRESENTATIONS AND WARRANTIES


8.1
    
    Vendors Representations and Warranties




(a)
    
    QLT is a duly incorporated and validly existing company in good standing under
the laws of the Province of British Columbia and has the corporate power and capacity
to own its interest in the Properties and to carry on its business;(b)
    
    each Nominee is a duly incorporated and validly existing company in good
standing under the laws of the Province of British Columbia and has the corporate power
and capacity to hold legal title to the Lot F Property, in the case of the Lot F
Nominee, and the Lot 1 Property, in the case of the Lot 1 Nominee, in trust for QLT and
to carry on its business;(c)
    
    none of QLT nor the Nominees are a non-resident of Canada within the meaning of
the Income Tax Act(Canada);(d)
    
    by the Closing Date, all necessary corporate action on the part of the Vendors
will have been taken to authorize and approve the completion of the transactions
contemplated by this Agreement;(e)
    
    none of the Vendors has any indebtedness or liability to any person, firm or
corporation that might now or hereafter constitute a lien, charge or encumbrance on the Purchased Assets or that would affect the Purchasers right, from and after the




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##### 



-17-


Closing Date, to own, occupy (subject to the Leases and the QLT Lease) and obtain
revenue from the Properties, other than Permitted Encumbrances;


(f)
    
    subject to obtaining any required consents to the assignment of the Approved
Service Contracts, neither the execution of this Agreement nor the completion of the
transactions contemplated hereby will conflict with or result in a breach of the
respective constating documents of any of the Vendors nor constitute a breach of,
default under, or acceleration of any obligation under, or constitute any event which,
with the giving of notice or lapse of time or otherwise, would constitute a breach of,
default under, or acceleration of any obligation under, any indenture, mortgage, deed
of trust or any other agreement to which any of the Vendors is a party or by which any
of them is bound or to which any of their assets are subject (including the
Declarations of Trust);(g)
    
    there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the knowledge of the Vendors, threatened
against or affecting any of the Vendors and pertaining to the Purchased Assets or any
part thereof at law or in equity or before or by any federal, provincial, municipal or
other governmental department, commission, board, bureau, agency or authority;(h)
    
    QLT has a good and marketable beneficial title to the Properties, legal title
to which is held by the Lot F Nominee, in the case of the Lot F Property, and by the
Lot 1 Nominee, in the case of the Lot 1 Property, each as nominee and bare trustee for
QLT pursuant to the Declarations of Trust, free and clear of all liens, charges and
encumbrances except the Permitted Encumbrances;(i)
    
    the Permitted Encumbrances described in Schedule C are in full force and effect
and have not been further amended, none of the Vendors is in default thereunder, no
other party is, to the knowledge of the Vendors, in default thereunder and there are no
existing disputes thereunder;(j)
    
    all municipal taxes, local improvement taxes, rates, levies and assessments of
every nature and kind with respect to the Properties for the 2007 calendar year and all
preceding calendar years, have been paid in full and, except as provided in the
Permitted Encumbrances described in Schedule C, none of the Vendors has, in connection
with the Properties, any present or future obligation to pay monies to any statutory
authority in connection with off-site roads, services, utilities or similar services or
to construct or provide off-site roads, services, utilities or similar services in
connection with the Properties;(k)
    
    none of the Vendors is a party to or bound by any collective bargaining
agreements or any agreements with a trade union by which the Purchaser will be bound by
virtue of acquiring the Purchased Assets, and there are no employees of the Vendors
with respect to whom the Purchaser will assume or incur any responsibility or liability
by virtue of acquiring the Purchased Assets;(l)
    
    with respect to the Properties:


(i)
    
    to the best of the knowledge of the Vendors, the Building is
not subject to any outstanding work order or notice of defect or non-compliance
from any




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##### 



-18-


provincial or municipal board or official or Board of Fire Underwriters or
like authority;


(ii)
    
    except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority of
non-compliance with respect to Environmental Laws;(iii)
    
    except as disclosed in the Project Documents, the Vendors have
not at any time received, handled, generated, used, stored, deposited, treated,
transported or disposed of any Hazardous Waste on the Lot F Property, the Lot 1
Property or within the Building except in compliance with all applicable
Environmental Laws; and(iv)
    
    except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority that requires
any remedial action to be conducted or any works to be undertaken with respect
to environmental contamination of the Lot F Property, the Lot 1 Property or the
Building;


(m)
    
    the Included Chattels are free and clear of all liens, charges and
encumbrances;(n)
    
    none of the Vendors has received any Notice from any governmental authority or
has any knowledge of any intention of any statutory authority to expropriate all or any
part of the Properties;(o)
    
    none of the Vendors has received any Notice from any governmental authority of
any intention of the applicable municipal authority to alter its zoning bylaw or
official community plan, if any, so as to affect or potentially affect in a detrimental
manner the Properties or the use thereof;(p)
    
    there are no claims, actions or proceedings pending or, to the knowledge of the
Vendors, threatened, in law or in equity, that would materially interfere with the use
and enjoyment of the Properties or the occupancy or use of all or any part of the
Properties by the Purchaser or any Tenant or QLT under the QLT Lease or that could
affect the Purchasers right to own, occupy and obtain revenue from the Properties;(q)
    
    with respect to the Leases:


(i)
    
    the Leases constitute all leases, agreements to lease, and
other rights in existence on the date of this Agreement, either written or
oral, under which any person, firm or corporation has any right to lease, use
or occupy any portion of the Lot F Property or the Building in the nature of a
tenancy or licence and all Tenants are at arms length from the Vendors;(ii)
    
    save for the current months rent, there are no deposits,
prepaid rents or other prepaid expenses which have been received from any
Tenants except as set forth in the Project Documents;(iii)
    
    the copies of the Leases which the Vendors will be making
available to the Purchaser for review are true copies thereof;




---



##### 



-19-





(iv)
    
    the Leases are good, valid and subsisting and enforceable
against the Tenants, and are, to the best of the knowledge of the Vendors, in
good standing except as specifically set forth in the Project Documents, and
there are no existing disputes thereunder, and none of the Vendors has received
any notice from any Tenant alleging any default by the Vendors or requiring the
Vendors to take any action not taken, and except as set forth in the Project
Documents the Leases have not been modified, extended, renewed or, to the
knowledge of the Vendors assigned by any Tenant, and the Leases constitute the
whole of the respective agreements of the Vendors or any of them with the
Tenants with respect to the occupancy of the Lot F Property and the Building by
the Tenants;(v)
    
    the Vendors have observed and performed in substantially all
respects all of the landlords covenants set forth in the Leases;(vi)
    
    neither the Leases nor the rents payable under them have been
assigned by the Vendors and none of the Tenants have any presently enforceable
rights or claims to set off or abatement with respect to future rents except as
set forth in the Leases;(vii)
    
    none of the Tenants are entitled to any capital contributions,
tenant allowances, inducements, or concessions which have not been fully paid
or satisfied by the Vendors except as set forth in the Project Documents, and
none of the Vendors is obliged to pay any Tenants for improvements, fixtures or
equipment during or on termination of any term or renewal thereof except as set
forth in the Leases;(viii)
    
    the Tenants have each taken possession of the premises demised by their
respective Leases and are paying regular instalments of monthly rent in
accordance with the terms of their respective Leases; and(ix)
    
    none of the Vendors has received any Notice indicating that the
Tenants do not operate their premises and their businesses within the Lot F
Property and the Building pursuant to all validly issued and required licences
and entirely in accordance with all lawful requirements of all applicable
statutory authorities;


(r)
    
    the Service Contracts which the Vendors will deliver to the Purchaser pursuant
to Section 3.1 constitute all of the Service Contracts respecting the Properties and
set forth the whole of the agreements between the Vendors or any of them and the other
parties thereto and there is no default thereunder;(s)
    
    the operating budget, operating expense summaries and capital improvement
summaries included with the Project Documents present fairly the expenses relating to
the Properties for the periods reported on;(t)
    
    the Lot F Nominee has no beneficial interest in the Lot F Property and has
carried on no business or activity of any kind whatsoever other than holding legal
title to the Lot F Property in trust for QLT and dealing with the Lot F Property on
behalf of and as directed by QLT, and the Lot 1 Nominee has no beneficial interest in
the Lot 1 Property and has carried on no business or activity of any kind whatsoever




---



##### 



-20-


other than holding legal title to the Lot 1 Property in trust for QLT and dealing
with the Lot 1 Property on behalf of and as directed by QLT;


(u)
    
    the aggregate value of the Purchased Assets, determined in relation to the
transactions contemplated by this Agreement as of the time and in the manner prescribed
by the Notifiable Transactions Regulations pursuant to the Competition Act, is less
than $50,000,000;(v)
    
    QLT is the sole beneficial owner of the Shares and such Shares are free and
clear of all liens, charges, options and encumbrances except any of the nature
described in subsection (f) of the definition of Permitted Encumbrances;(w)
    
    no person has any rights to acquire any shares in the capital of the Nominees,
except for the Purchaser under this Agreement;(x)
    
    the Nominees have not filed tax returns for Income Tax, Capital Tax or GST,
have no liability for payment of any such taxes, and no assessment for such taxes has
ever been levied against either of the Nominees;(y)
    
    on the Closing Date, the Lot F Nominee will have no assets other than bare
legal title to the Lot F Property, and will have no liabilities except:


(i)
    
    liabilities for the current years property taxes and other
assessments with respect to the Lot F Property which are the responsibility of
QLT as beneficial owner of the Lot F Property and are adjusted pursuant to
Article 6 on the Closing Date;(ii)
    
    liabilities under the Permitted Encumbrances relating to the
Lot F Property;(iii)
    
    liabilities to the Purchaser under this Agreement; and(iv)
    
    liabilities incurred with respect to the Lot F Property as
registered owner thereof (subject to the other provisions of this Agreement
including the other provisions of this Section 8.1 and Section 8.3);


(z)
    
    on the Closing Date, the Lot 1 Nominee will have no assets other than bare
legal title to the Lot 1 Property, and will have no liabilities except:


(i)
    
    liabilities for the current years property taxes and other
assessments with respect to the Lot 1 Property which are the responsibility of
QLT as beneficial owner of the Lot 1 Property and are adjusted pursuant to
Article 6 on the Closing Date;(ii)
    
    liabilities under the Permitted Encumbrances relating to the
Lot 1 Property;(iii)
    
    liabilities to the Purchaser under this Agreement; and(iv)
    
    liabilities incurred with respect to the Lot 1 Property as
registered owner thereof (subject to the other provisions of this Agreement
including the other provisions of this Section 8.1 and Section 8.3);






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##### 



-21-


(aa)
    
    there is no action or proceeding of any kind pending or, to the knowledge of
QLT, threatened against any of the Vendors which might materially affect the ability of
QLT to carry out the terms of this Agreement.


8.2
    
    Survival of Warranties and Representations




8.3
    
    As Is, Where Is




(a)
    
    that subject to Section 8.1(l), it is the obligation of the Purchaser to
satisfy itself that there is no Hazardous Waste or other hazardous substances or
contamination on, in or about the Properties, and that the Vendors have no obligation
to make any investigations, tests or studies with respect to the existence of any
Hazardous Waste or other hazardous substances or contamination on, in or about the
Properties;(b)
    
    that the Purchaser is purchasing the Purchased Assets in an as is/where is
condition, that it enters into this Agreement relying entirely upon its own inspections
and the representations, warranties and covenants of QLT specifically set out herein,
and that there are no representations, warranties, guarantees, agreements or
conditions, whether direct or collateral, or express or implied, which induced the
Purchaser to enter into this Agreement or on which reliance is placed by the Purchaser,
or which affect this Agreement or the Purchased Assets, other than as specifically set
out in this Agreement; and(c)
    
    that the Purchaser is relying on its own due diligence in reviewing the Project
Documents and, except as specifically set out herein, the Project Documents are not
intended to constitute a representation or warranty as to any of the contents thereof
on the part of the Vendors.




8.4
    
    Purchasers Representations and Warranties






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-22-


(a)
    
    the Purchaser is a duly incorporated and validly existing company in good
standing under the laws of British Columbia and has the power and capacity to enter
into and carry out the transactions contemplated by this Agreement;(b)
    
    by the Closing Date, all necessary corporate action on the part of the
Purchaser will have been taken to authorize and approve the execution and delivery of
this Agreement and the completion of the transactions contemplated herein;(c)
    
    there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the Purchasers knowledge, threatened against
the Purchaser before any court, arbiter, arbitration panel, administrative tribunal or
agency which, if decided adversely to the Purchaser, might materially affect the
Purchasers ability to perform its obligations to purchase the Purchased Assets and
complete the transactions contemplated by this Agreement, and, to the knowledge of the
Purchaser, no state of facts exists which could constitute the basis of any such
action, suit, claim, arbitration, judgment, investigation or proceeding;(d)
    
    neither the execution of this Agreement nor the completion of the transactions
contemplated hereby will constitute a breach of, default under, or acceleration of any
obligation under, or constitute any event which, with the giving of notice or lapse of
time or otherwise, would constitute a breach of, default under, or acceleration of any
obligation under any indenture, mortgage, deed of trust or other agreement to which the
Purchaser is a party or by which the Purchaser is bound or to which any of the
Purchasers assets are subject;(e)
    
    no consent or approval of or registration, declaration or filing with, any
governmental commission, board, court or other regulatory body is required for the
execution or delivery of this Agreement by the Purchaser, the validity or
enforceability of this Agreement against the Purchaser, or the performance by the
Purchaser of any of its obligations hereunder; and(f)
    
    the Purchaser is not a non-Canadian within the meaning of the Investment Canada
Act(Canada).


ARTICLE 9
CONDITIONS PRECEDENT


9.1
    
    Purchasers Conditions Precedent




(a)
    
    on or before 5:00 p.m. (Vancouver time) on August 7, 2008, the Purchaser shall
have reached agreement with QLT in writing on the form of the QLT Security Documents in
accordance with Section 4.5; and(b)
    
    on or before 5:00 p.m. (Vancouver time) on August 7, 2008, the Purchaser shall
have obtained financing for the Purchased Assets on terms and conditions acceptable to
the Purchaser in its sole discretion.




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-23-







9.2
    
    Purchasers Closing Conditions




(a)
    
    at the time for commencement of closing on the Closing Date, the
representations and warranties of QLT contained in Section 8.1, save as contemplated
herein and subject to Section 8.2, shall be true on and as of the Closing Date in all
material respects with the same effect as though such representations and warranties
had been made on and as of the Closing Date; and(b)
    
    at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of QLT to be performed at or before such time pursuant to this
Agreement shall have been duly performed in all material respects.




(c)
    
    complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied as
conditions of closing, but any such waiver and completion shall be without prejudice to
any of the Purchasers other rights under this Agreement; or(d)
    
    by notice in writing to QLT, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be returned to the Purchaser in accordance with Section 2.3(c), without prejudice to
any other rights of the Purchaser under or pursuant to this Agreement.


9.3
    
    Satisfaction of Conditions Precedent




9.4 Vendors Condition Precedent






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-24-




9.5
    
    Vendors Closing Conditions




(a)
    
    at the time for commencement of closing on the Closing Date, the
representations and warranties of the Purchaser contained in Section 8.4 shall be true
on and as of the Closing Date in all material respects with the same effect as though
such representations and warranties had been made on and as of the Closing Date; and(b)
    
    at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of the Purchaser to be performed at or before such time
pursuant to this Agreement shall have been duly performed in all material respects.




(c)
    
    complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied as
conditions of closing, but any such waiver and completion shall be without prejudice to
any of QLTs other rights under this Agreement; or(d)
    
    by notice in writing to the Purchaser, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be paid to QLT in accordance with Section 2.3(d), without prejudice to any other rights
of QLT under or pursuant to this Agreement.


9.6
    
    Nature of Conditions






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-25-




ARTICLE 10
CLOSING


10.1
    
    Closing




10.2
    
    Vendors Closing Documents




(a)
    
    a transfer to the Purchaser of QLTs beneficial interest in the Properties duly
executed by QLT;(b)
    
    [not used](c)
    
    the Assignment of Leases, duly executed by QLT;(d)
    
    the Assignment of Approved Service Contracts, duly executed by QLT;(e)
    
    the QLT Lease, duly executed by QLT as tenant;(f)
    
    a bill of sale absolute conveying to the Purchaser the Included Chattels and
the interest of QLT in the Project Documents to the extent such interest is
transferrable, duly executed by QLT;(g)
    
    a certificate dated the Closing Date of a responsible officer of QLT having
knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.1 are true and correct as at the
Closing Date in all material respects and that the Vendors covenants and agreements to
be observed or performed before the closing on the Closing Date pursuant to this
Agreement have been duly observed and performed in all material respects, in each case
with particulars of any applicable exceptions;(h)
    
    a statement of adjustments approved by QLT;(i)
    
    agreements between QLT and the Nominees as follows:


(i)
    
    an agreement between QLT and the Lot F Nominee, duly executed
by QLT and the Lot F Nominee, containing a written direction from QLT to the
Lot F Nominee that, from and after the Closing Date, the Lot F Nominee will
hold legal title to the Lot F Property in trust for the Purchaser, containing a
release by the Lot F Nominee of all claims against QLT under the Lot F
Declaration of Trust, and terminating the Lot F Declaration of Trust; and




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-26-





(ii)
    
    an agreement between QLT and the Lot 1 Nominee, duly executed
by QLT and the Lot 1 Nominee, containing a written direction from QLT to the
Lot 1 Nominee that, from and after the Closing Date, the Lot 1 Nominee will
hold legal title to the Lot 1 Property in trust for the Purchaser, containing a
release by the Lot 1 Nominee of all claims against QLT under the Lot 1
Declaration of Trust, and terminating the Lot 1 Declaration of Trust;;


(j)
    
    resolutions of the directors of the Lot F Nominee authorizing the transfer of
the Shares in the capital stock of the Lot F Nominee to the Purchaser, the registration
of such Shares in the name of the Purchaser and the issuance of a new share certificate
representing such Shares in the name of the Purchaser;(k)
    
    resolutions of the directors of the Lot 1 Nominee authorizing the transfer of
the Shares in the capital stock of the Lot 1 Nominee to the Purchaser, the registration
of such Shares in the name of the Purchaser and the issuance of a new share certificate
representing such Shares in the name of the Purchaser;(l)
    
    the share certificate(s) representing all the Shares in the capital stock of
the Lot F Nominee, duly endorsed for transfer to the Purchaser and duly executed share
certificates in the name of the Purchaser representing all such Shares;(m)
    
    the share certificate(s) representing all the Shares in the capital stock of
the Lot 1 Nominee, duly endorsed for transfer to the Purchaser and duly executed share
certificates in the name of the Purchaser representing all such Shares;(n)
    
    resignations in writing of the current directors and officers of each of the
Nominees;(o)
    
    minute books for the Nominees (to the extent not previously delivered to the
Purchasers Solicitors) and the seals of the Nominees;(p)
    
    a notice from QLT, the Lot F Nominee and the Purchaser to the Tenants giving
notice of the sale of the Shares in the capital of the Lot F Nominee, the Lot F
Property and the Building and directing that rent and all other amounts payable to the
Landlord under the Leases be paid to the Purchaser or as the Purchaser may direct, duly
executed by QLT;(q)
    
    the Estoppel Certificates required pursuant to Section 4.3 (and, if required,
the Replacement Estoppel Certificates); and(r)
    
    such further documents, certificates and assurances of QLT as may be requisite
in the reasonable opinion of the Purchasers Solicitors to complete the transactions
contemplated by this Agreement and for more perfectly and absolutely assigning,
transferring, assuring to and vesting in the Purchaser, title to the Purchased Assets,
free and clear from all claims, liens, charges, encumbrances and caveats other than the
Permitted Encumbrances, provided that the Purchasers Solicitors have prepared and
delivered them to the Vendors Solicitors at least five (5) Business Days prior to the
Closing Date.




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-27-





10.3
    
    Purchasers Closing Documents




(a)
    
    the Assignment of Leases, duly executed by the Purchaser;(b)
    
    the Assignment of Approved Service Contracts, duly executed by the Purchaser;(c)
    
    the bill of sale absolute referred to in Section 10.2(f) which requires
execution by the Purchaser, duly executed by the Purchaser;(d)
    
    the GST Certificate, duly executed by the Purchaser;(e)
    
    a general indemnity from the Purchaser in favour of Vendors with respect to
matters arising from and after the Closing Date in respect of the obligations assumed
by the Purchaser in Section 4.2 and in the documents referred to in Sections 10.3(a),
(b), (c) and (d) above;(f)
    
    a certificate dated the Closing Date of a responsible officer of the Purchaser
having knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.4 are true and correct as at the
Closing Date in all material respects and that the Purchasers covenants and agreements
to be observed or performed before the closing on the Closing Date pursuant to this
Agreement have been duly observed and performed in all material respects, in each case
with particulars of any applicable exceptions;(g)
    
    a statement of adjustments approved by the Purchaser;(h)
    
    resolutions of the new shareholder of the Lot F Nominee appointing new
directors of the Lot F Nominee;(i)
    
    resolutions of the new shareholder of the Lot 1 Nominee appointing new
directors of the Lot 1 Nominee;(j)
    
    resolutions of the new directors of the Lot F Nominee appointing new officers
of the Lot F Nominee and changing the registered and records office for the Lot F
Nominee to an office other than the Vendors Solicitors;(k)
    
    resolutions of the new directors of the Lot 1 Nominee appointing new officers
of the Lot 1 Nominee and changing the registered and records office for the Lot 1
Nominee to an office other than the Vendors Solicitors;(l)
    
    such duly executed documents as are required for filing in the office of the
Registrar of Companies (British Columbia) to effect a change of the directors of each
of the Nominees and the registered and records offices for each of the Nominees from
the current directors and the current registered and records offices for the Nominees
to the new directors appointed for each of the Nominees and to new registered and
records offices for each of the Nominees selected by the Purchaser;




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-28-





(m)
    
    the QLT Lease, duly executed by the Purchaser and the Lot F Nominee as
landlord;(n)
    
    a notice from QLT, the Lot F Nominee and the Purchaser to the Tenants giving
notice of the sale of the Shares in the capital of the Lot F Nominee, the Lot F
Property and the Building and directing that rent and all other amounts payable to the
Landlord under the Leases be paid to the Purchaser or as the Purchaser may direct, duly
executed by the Lot F Nominee and the Purchaser;(o)
    
    the QLT Security Documents, duly executed by the Purchaser, the Nominees and
third parties as applicable; and(p)
    
    such further documents, certificates and assurances of the Purchaser as may be
requisite in the reasonable opinion of the Vendors Solicitors to complete the
transactions contemplated by this Agreement, provided that the Vendors Solicitors have
prepared and delivered them to the Purchasers Solicitors at least five (5) Business
Days prior to the Closing Date.


10.4
    
    Form of Documents




10.5
    
    Payment in Trust




10.6
    
    Registration




(a)
    
    the Purchaser will cause the Purchasers Solicitors to file in the LTO on the
Closing Date any first mortgage security documents applicable to any mortgage financing
arranged by the Purchaser with third parties, such financing, in the case of the Lot F
Property, not to exceed $33,000,000.00 in principal amount, and in the case of the Lot
1 Property, not to exceed $5,500,000.00 in principal amount, concurrently with the
filings referred to in Sections 10.6(c) and (c);(b)
    
    QLT will cause the Vendors Solicitors to file in the LTO on the Closing Date
the QLT Mortgage, concurrently with and so as to follow immediately the filings
referred to in Sections 10.6(a); and




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-29-





(c)
    
    if QLT elects to register the QLT Lease, QLT will cause the Vendors Solicitors
to file in the LTO on the Closing Date the QLT Lease or the Short Form QLT Lease, as
applicable, concurrently with and so as to immediately follow the filings referred to
in Sections 10.6(a) and (b);




10.7
    
    Closing




(a)
    
    the first mortgage security documents applicable to any mortgage financing
arranged by the Purchaser that have been filed for registration in the LTO pursuant to
Section 10.6(a) will be registered subject only to the Permitted Encumbrances and any
other charges granted by or claimed through the Purchaser;(b)
    
    the QLT Mortgage will be registered against title to the Lot F Property and the
Lot 1 Property as follows:


(i)
    
    in the case of the Lot F Property, subject only to Permitted
Encumbrances and first mortgage financing of the Purchaser not to exceed
$33,000,000.00 in principal amount; and(ii)
    
    in the case of the Lot 1 Property, subject only to Permitted
Encumbrances and first mortgage financing of the Purchaser not to exceed
$5,500,000.00 in principal amount; and


(c)
    
    if QLT elects to register the QLT Lease, the QLT Lease or the Short Form QLT
Lease, as applicable, will be registered against title to Lot F, subject to no
encumbrances except the Permitted Encumbrances, security documents for first mortgage
financing of the Purchaser not to exceed $33,000,000.00 in principal amount, and the
QLT Mortgage;




10.8
    
    Concurrent Requirements






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-30-




10.9
    
    Discharge of Encumbrances




10.10
    
    Delivery of Project Documents




(a)
    
    the original Project Documents;(b)
    
    keys and master keys to all units and facilities of the Properties.


10.11
    
    Goods and Services and Social Services Tax


(a)
    
    The Purchaser represents and warrants that it will on the Closing Date be
registered under Subdivision (d) of Division V of Part IX of the Excise Tax Actand
will on the Closing Date provide QLT with a certificate (the GST Certificate) stating
that the Purchaser is registered with Canada Revenue Agency for the purposes of goods
and services tax (GST) and setting out its GST registration number.(b)
    
    The Purchaser agrees that, if and to the extent required under Part IX of the
Excise Tax Act, it will remit directly to Canada Revenue Agency any tax that may be
exigible under Part IX of the Excise Tax Actin respect of the purchase and sale of the
Purchased Assets. Such tax shall be payable by the Purchaser in addition to the
Purchase Price.(c)
    
    The Purchaser agrees that it will remit directly to the Minister of Finance any
tax that may be exigible under the Social Service Tax Act(British Columbia) in respect
of the purchase and sale of the Included Chattels. Such tax shall be payable by the
Purchaser in addition to the Purchase Price.(d)
    
    The Purchaser will pay any amount required to be paid by the Purchaser pursuant
to Section 10.11(b) or Section 10.11(c) to the Purchasers Solicitors in trust on or
before the Closing Date and the Purchasers Solicitors will undertake to the




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-31-


Vendors Solicitors to make the payment as required forthwith upon completion of
closing as contemplated in Section 10.7.


10.12
    
    Purchaser Financing




(a)
    
    made payment into trust in accordance with Section 10.5, and such funds paid
into trust, together with the anticipated proceeds of the new mortgage financing, are
sufficient to enable the Purchasers Solicitors to pay the amounts required to be paid
by them on or after the Closing Date under this Agreement (including any amounts
payable under Sections 10.7, 10.11, 11.5 and, if applicable, 11.8);(b)
    
    fulfilled all the new mortgagees conditions for funding except the lodging for
registration in the LTO of the first mortgage security documents applicable to such new
mortgage financing; and(c)
    
    made available to the Vendors Solicitors, an undertaking of the Purchasers
Solicitors satisfactory to the Vendors Solicitors acting reasonably, to pay the
amounts required to be paid by the Purchasers Solicitors on or after the Closing Date
under this Agreement (including amounts payable under Sections 10.7, 10.11, 11.5 and,
if applicable, 11.8), upon the lodging for registration in the LTO of the first
mortgage security documents applicable to such new mortgage financing and the advance
by the new mortgagee of the mortgage proceeds.


ARTICLE 11
GENERAL


11.1
    
    Further Assurances




11.2
    
    Survival




11.3
    
    Entire Agreement






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11.4
    
    Notices




To QLT and, until after closing, the Nominees:


















To the Purchaser and, after closing, to the Nominees:











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-33-













11.5
    
    Fees




11.6
    
    Real Estate Commissions




11.7
    
    Time


Time shall be of the essence of this Agreement.


11.8
    
    Tender


(a)
    
    Any tender of documents or money may be made upon the party being tendered or
upon its solicitors and money may be tendered by wire transfer or by solicitors
certified cheque or bank draft from an Approved Financial Institution.(b)
    
    Subject to Section 11.8(c), but notwithstanding any other provision of this
Agreement, the parties agree that, if the Purchaser is required by applicable




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-34-


legislation to cause the amount set out in Section 2.2(c), as adjusted, to be paid
by electronic or wire transfer of funds, then:


(i)
    
    the Purchaser will make all commercially reasonable efforts to
ensure that such amount will be transferred to and received by the Vendors
Solicitors on or before 3:00 p.m. (Vancouver time) on the Closing Date; and(ii)
    
    if for any reason out of the control of the Purchaser (which,
for greater certainty, will not include any event which is a default by the
Purchaser under this Agreement), the Purchaser cannot ensure that such an
amount will be received by the Vendors Solicitors on or before the time and
date set out in Section 11.8(b)(i), then subject to Section 11.8(c), the
Purchaser will be entitled to pay such amount on or before 3:00 p.m. (Vancouver
time) on the Business Day next following the Closing Date so long as, in
addition to such amount, the Purchaser also pays to QLT at the same time
interest on such amount, at a rate equal to the Prime Rate plus one percent
(1%) per annum, for each day from and including the Closing Date to but not
including the day such payment is made. Prime Rate, as used herein, means
that variable annual rate of interest quoted by the main branch of HSBC Bank
Canada, Vancouver, British Columbia, from time to time as the rate of interest
used by it as a reference rate for setting rates of interest on Canadian dollar
loans in Canada repayable on demand and commonly referred to by such Bank as
its prime rate.


(c)
    
    If the Purchaser is relying on a new mortgage financing (other than the QLT
Mortgage) to finance a portion of the Purchase Price, the Purchaser shall only be
entitled pursuant to Section 11.8(b) to pay the amount set out in Section 2.2(c), as
adjusted, on the Business Day next following the Closing Date if, on the Closing Date,
the Purchasers Solicitors have in their possession discharges of the security
documents applicable to the Purchasers mortgage financing (other than the QLT
Mortgage) duly executed by the mortgagee, and an amount equal to the registration fees
that would be payable on registration in the LTO of such discharges, and have given the
Vendors Solicitors an undertaking satisfactory to the Vendors Solicitors acting
reasonably to lodge such documents for registration in the LTO and to pay the
registration fees payable in respect thereof if payment of the amounts set out in
Section 2.2(c), as adjusted, and interest (if applicable) is not made in accordance
with Section 11.8(b) and the security documents applicable to the Purchasers mortgage
financing are finally registered in the LTO before they can be withdrawn from the LTO
by the Purchasers Solicitors.


11.9
    
    Assignment






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##### 



11.10 Enurement
  11.11 Counterparts
  11.12 Execution
  11.13 Amendment and Restatement
  11.14 Conditions Precedent
  (a)
    
    the Purchaser hereby gives notice that all the conditions that have from time
to time been set out in any of Sections 9.1(a), (a.1) and (b) of the documents that
comprise the Original Sale and Purchase Agreement, with the exception only of the
conditions set out in Sections 9.1(a) and (b) of this Agreement, have been either
satisfied or waived, and QLT hereby acknowledges receipt of such notice; and(b)
    
    QLT hereby gives notice that all the conditions that have from time to time
been set out in Section 9.4(a) of the documents that comprise the Original Sale and
Purchase Agreement, with the exception only of the condition set out in Section 9.4 of
this Agreement, have been satisfied or waived, and the Purchaser hereby acknowledges
receipt of such notice.




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##### 



IN WITNESS WHEREOF
 QLT INC.Per:
    /s/ Robert L. Butchofsky560677 B.C. LTD.Per:
    /s/ Robert L. Butchofsky630321 B.C. LTD.Per:
    /s/ Robert L. ButchofskyDISCOVERY PARKS HOLDINGS INC.Per:
    /s/ Mark Betteridge




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##### 



SCHEDULE A
 ASSIGNMENT OF APPROVED SERVICE CONTRACTS
 THIS
AGREEMENT
  QLT INC.
 Vendor
  DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WHEREAS Purchase Agreement 
 NOW THEREFORE THIS ASSIGNMENT WITNESSES
 1. Definitions
  (c)
    
    terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;(d)
    
    Approved Service Contracts means the service contracts described in Exhibit A
hereto; and(e)
    
    Closing Date means , 2008.




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##### 



2. Assignment
  (a)
    
    all of the Vendors right, title and interest in and to the Approved Service
Contracts;(b)
    
    any and all payments due or accruing due or at any time after the Closing Date
to become due to the Vendor under the Approved Service Contracts; and(c)
    
    the benefit of all warranties and covenants made or given by the parties to the
Approved Service Contracts other than the Vendor;
  3. Assumption
 Assumed Obligations
 4. Third Party Consents
 Required
Consent
 (a)
    
    the assignment and transfer of any applicable Approved Service Contract in
respect of which the Required Consent has not been received on the Closing Date will
not be effective until the applicable Required Consent has been received;(b)
    
    until such time, the Approved Service Contract in respect of which the Required
Consent is required will be held by the Vendor in trust and as bare trustee for the
benefit of the Purchaser;(c)
    
    such transfer and assignment shall take effect immediately upon the Required
Consent being given; and




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(d)
    
    until such time, the Vendor and the Purchaser shall use their commercially
reasonable efforts to obtain the Required Consent.
  5. Further Assurances
  6. Indemnity
  7. Governing Law
  8. Enurement
  9. Counterparts




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10.
    
    Execution
  IN WITNESS WHEREOF
 QLT INC.Per:DISCOVERY PARKS HOLDINGS INC.Per:




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##### 



EXHIBIT A




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##### 



SCHEDULE B
 ASSIGNMENT OF LEASES
 THIS
AGREEMENT
  QLT INC.
 Vendor
  DISCOVERY PARKS HOLDINGS INC.
 Purchaser
 WHEREAS Purchase Agreement 
 NOW THEREFORE THIS ASSIGNMENT WITNESSES
 1. Definitions
  (a)
    
    terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;(b)
    
    Closing Date means , 2008;(c)
    
    Leases means the leases described in Exhibit A hereto; and(d)
    
    Tenants means the tenants under the Leases.




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##### 



2. Assignment
  (a)
    
    all of the Vendors right, title and interest in and to the Leases and the
reversions thereof;(b)
    
    any and all rents or other payments due or accruing due or at any time on and
after the Closing Date become due under the Leases or any extensions or renewals
thereof;(c)
    
    the benefit of all guarantees and indemnities of the Leases; and(d)
    
    the benefit of all covenants by the Tenants or any covenantor of any of the
Leases;
  3. Assumption
 Assumed Obligations
 4. Further Assurances
  5. Indemnity




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##### 



6. Governing Law
  7. Enurement
  8. Counterparts
  9. Execution
  IN WITNESS WHEREOF
 QLT INC.Per:DISCOVERY PARKS HOLDINGS INC.Per:




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##### 



EXHIBIT A




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##### 



SCHEDULE C
 LANDS AND REGISTERED CHARGES
 LOT F PROPERTY  877 GREAT NORTHERN WAY
 Legal Description
    
    Permitted EncumbrancesCity of Vancouver
    
    Right of Way 459460MParcel Identifier 024-175-650
    
    Undersurface Rights 481915MLot F, District Lot 264A and
    
    Covenant BM161486District Lot 2037, Group 1
    
    Covenant BN334036New Westminster District
    
    Covenant BW46704Plan LMP38193
    
    Statutory Right of Way BW46705
 LOT 1 PROPERTY  801 GREAT NORTHERN WAY
 Legal Description
    
    Permitted EncumbrancesCity of Vancouver
    
    Right of Way 459460MParcel Identifier 025-102-419
    
    Undersurface Rights 481915MLot 1, District Lots 264A and 2037
    
    Covenant BN316004Group 1
    
    Covenant BR180931New Westminster District
    
    Covenant BR180945Plan LMP50588
    
    Statutory Right of Way BR180946Restrictive Covenant BR226615Easement BR226616Covenant BV108681Statutory Right of Way BV108682Statutory Right of Way BV108683Equitable Charge BV108684Covenant BV108686Statutory Right of Way BV108687Equitable Charge BV108688Easement and Indemnity Agreement BV108689Statutory Right of Way BV108690Equitable Charge BV108691Covenant BV108692Covenant BW46701Statutory Right of Way BW46702Covenant BX494384




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SCHEDULE D
 ESTOPPEL CERTIFICATE
 Purchaser
 Lease Premises Property
   Landlord




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NOTES:
 1.
    
    Sublet:2.
    
    Security Deposit:3.
    
    Renewals:4.
    
    Claims:5.
    
    Rights of First Refusal or Options to Purchase or Lease:6.
    
    Other Matters:
   (TENANT)By:Authorized Signing OfficerBy:Authorized Signing Officer




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SCHEDULE E
 PROJECT DOCUMENTS
  1.
    
    The most recent land title search reports and registered charges, liens and encumbrances.2.
    
    Complete executed copies of all Leases, subleases, assignments, guarantees and indemnities
together with all exhibits, amendments and addenda and a copy of all current lease proposals
and letters of intent.3.
    
    Schedule of outstanding leasing commissions, tenant allowances and inducements.4.
    
    Copy of current years operating budget for the Lot F Property and the Building.5.
    
    Current and last two (2) years operating expense summaries for the Lot F Property and the
Building for years 2006 and 2007 (to be delivered).6.
    
    Logs relating to the Buildings operations and maintenance (to be made available).7.
    
    Current and last two (2) years property tax bills and any pending valuation adjustments and
all tax appeal files (to be made available).8.
    
    Copies of all Service Contracts.9.
    
    Copies of all environmental reports.10.
    
    All available plans and specifications (civil, architectural, structural, mechanical,
electrical and plumbing) (to be made available).11.
    
    All available plans and specifications relating to the Development Permit (to be made
available).12.
    
    Copies of geotechnical report and construction testing reports (to be made available).13.
    
    Copies of the last two (2) years capital improvement summaries.14.
    
    Schedule of major building systems including chillers, boilers, roof, etc. (size, age and
type) (to be made available).15.
    
    Copies of all Certificates of Occupancy.16.
    
    Inventory of Included Chattels.17.
    
    Inventory of Excluded Assets.18.
    
    Schedule of all claims and litigation affecting the Properties (if any).19.
    
    Copies of the Declarations of Trust.20.
    
    True copies of the policies of insurance carried by the Vendors in respect of the Properties
(to be made available).21.
    
    Copy of the Development Permit.




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SCHEDULE F
 NOT USED




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SCHEDULE G
 EXCLUDED ASSETS
 Current Location
    
    Description
    
    EL #
    
    QuantityInformation TechnologyServer Room and
    
    All Fixtures, Equipment
    
    
    
    
    
    allMechanical roomServer Room
    
    Server Room Fiber Cabling
    
    
    
    
    
    all2-9D
    
    Nortel Option 61 (PBX)
    
    
    
    
    
    allphone system includingphones, base stations,switchboards and companionwireless systemFacility
    
    3Com Switches
    
    
    
    
    
    allFacility
    
    Cisco Wireless switches
    
    
    
    
    
    allFacility
    
    Cisco access points
    
    
    
    
    
    allFacility
    
    Desktops, Laptops and any
    
    
    
    
    
    allassociated peripheralsthat do not controlbuilding systemsLaboratory2-17H
    
    Autoclave
    
    
    1770
    
    
    
    12-15F
    
    Glassware Washer (Scientek)
    
    
    1253
    
    
    
    12-15F
    
    Glass Drying Oven (VWR)
    
    
    1456
    
    
    
    12-15F
    
    Autoclave (AMSCO)
    
    
    0077
    
    
    
    12-15F
    
    Millipore RO System
    
    
    1668
    
    
    
    12-23B
    
    Millipore RO System
    
    
    1050
    
    
    
    12-15F
    
    VWR Vented Hood
    
    
    1757
    
    
    
    12-17J
    
    NMR
    
    
    
    
    
    
    12- 6E
    
    AVD
    
    
    
    
    
    
    11-11B Core Lab
    
    nonaffixed husbandry and
    
    
    
    
    
    alllaboratory equipmentFacility
    
    Chambers
    
    
    
    
    
    allFacility
    
    Incubators (all )
    
    
    
    
    
    allFacility
    
    Laboratory Equipment (eg
    
    
    
    
    
    allHPLC, Mass Specs, balance,BSC)1-14F, 1  12F Device Labs
    
    all equipment
    
    
    
    
    
    all2-6G PMF
    
    Equipment, including
    
    
    
    
    
    allisolators, mobile carts,VHP generators, TCU, andany non affixed equipment2-6L PMF Mechanical
    
    any non affixed equipment
    
    
    
    
    
    allFurniture2-26D meeting room
    
    8 Boat Table and Chairs
    
    
    
    
    
    all2 10W meeting room
    
    All existing furniture
    
    
    
    
    
    all3- 8U meeting room
    
    5 Round Table and chairs
    
    
    
    
    
    all3  26C meeting room
    
    5 Round Table and Chairs
    
    
    
    
    
    all




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Current Location
    
    Description
    
    EL #
    
    Quantity2- 10 B coffee station
    
    All existing furniture
    
    
    
    
    
    all1-11U Copy Centre
    
    All existing Furniture
    
    
    
    
    
    all2-8R copy room
    
    All existing Furniture
    
    
    
    
    
    allG-6H Shipping
    
    Benches
    
    
    
    
    
    
    2Various
    
    Answer Workstations 6x8
    
    
    
    
    
    
    75Various
    
    Pedestals
    
    
    
    
    
    
    75Various
    
    Chairs
    
    
    
    
    
    
    752  6 R IT Support Room
    
    All furniture and shelving
    
    
    
    
    
    AllVarious
    
    60 x 30 Grey tables
    
    
    
    
    
    
    63-14F archives
    
    Compact shelving
    
    
    
    
    
    
    13- 17 D archives
    
    Compact shelving
    
    
    
    
    
    
    32nd floor, phase 2 1st
    
    Metro, EZ rect Shelving
    
    
    
    
    
    AllfloorVarious
    
    Combo Cabinets
    
    
    
    
    
    
    55Various
    
    Tear drop tables
    
    
    
    
    
    
    30Various
    
    Woolore desks
    
    
    
    
    
    
    15Various
    
    DeStijl desks
    
    
    
    
    
    
    40Various
    
    Chairs
    
    
    
    
    
    
    55Various
    
    Guest Chair
    
    
    
    
    
    
    80Various
    
    Pedestals
    
    
    
    
    
    
    55Various
    
    File Cabinets 6 drawer
    
    
    
    
    
    
    20Various
    
    File Cabinets 5 drawer
(Steelcase)
    
    
    
    
    
    
    115Various
    
    Printer stands
    
    
    
    
    
    
    15Various
    
    book cases
    
    
    
    
    
    
    50Various
    
    2 drawer File cabinets
    
    
    
    
    
    
    12Executive FurnitureVarious
    
    Krug
    
    
    
    
    
    
    5Various
    
    Chairs
    
    
    
    
    
    
    5Various
    
    CanCan Chair
    
    
    
    
    
    
    10Various
    
    Krug combo cabinet
    
    
    
    
    
    
    53- 12w
    
    CEO Furniture
    
    
    
    
    
    AllMiscP1 Shop
    
    Shop Compressor
    
    
    
    
    
    
    1P1 Shop
    
    all equipment and supplies
    
    
    
    
    
    allFacility
    
    Rees Monitoring System and
    
    
    0227, 0087associated panels and probesCafeteria
    
    Cappuccino Machine
    
    
    
    
    
    
    1P1 Parkade
    
    Leased BOC Nitrogen Tank
    
    
    
    
    
    
    1




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Current Location
    
    Description
    
    EL #
    
    QuantityFacility
    
    Leased Water Coolers
    
    
    
    
    
    AllFacility
    
    Leased photcopiers
    
    
    
    
    
    AllFacility
    
    All art
    
    
    
    
    
    AllBoardroom 3rd Floor
    
    Mesh Back Chairs
    
    
    
    
    
    
    18Cancan Chairs
    
    
    
    
    
    
    15South West corner Lot 1
    
    QLT SignVarious
    
    miscellaneous, heavily
    
    
    
    
    
    allused, non standard andmismatched furnitureintended for sale atemployee garage sale tooccur prior to close




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EIGHTH AMENDING AGREEMENT
 THIS AGREEMENT
 BETWEEN:QLT INC. (QLT)560677 B.C. LTD. (the Lot F Nominee)630321 B.C. LTD. (the Lot 1 Nominee)887 Great Northern WayVancouver, British ColumbiaV5T 4T5(the Lot F Nominee and the Lot 1 Nominee are together, the Nominees, and QLT and
the Nominees are together, the Vendors)AND:DISCOVERY PARKS HOLDINGS LTD.910-1111 Melville StreetVancouver, British ColumbiaV6E 3V6(the Purchaser)
 WITNESSES THAT WHEREAS:
 Sale and Purchase Agreement
  NOW THEREFORE
 1. Definitions




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- 2 - 2. Amendments
  (a)
    
    by deleting the definition of QLT Mortgage in Section 1.1 of the Sale and
Purchase Agreement and substituting therefor the following:QLT Mortgage has the meaning given in subsection (a) of the definition of QLT
Security Documents;;(b)
    
    by deleting in Sections 2.5(b), 10.6(a) and 10.7(b)(ii) of the Sale and
Purchase Agreement the amount $5,500,000.00 and in each case substituting therefor
the amount $6,000,000.00; and(c)
    
    by deleting Section 10.4 of the Sale and Purchase Agreement and substituting
therefor the following:10.4 Form of Documents
  3. QLT Security Documents
  4. Conditions Precedent
  (a)
    
    the Purchaser hereby gives notice that the conditions set out in Section 9.1 of
the Second Amended and Restated Sale and Purchase Agreement dated for reference July
30, 2008 have all been satisfied, and QLT hereby acknowledges receipt of such notice;
and




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- 3 - 
 (b)
    
    QLT hereby gives notice that the condition set out in Section 9.4 of the Second
Amended and Restated Sale and Purchase Agreement dated for reference July 30, 2008 has
been satisfied, and the Purchaser hereby acknowledges receipt of such notice.
  5. Further Amendment
  6. Approved Service Contracts
  7. Sale and Purchase Agreement Confirmed
  8. Counterparts and Facsimile
  9. Enurement




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- 4 - IN WITNESS WHEREOF
 QLT INC.
    
    
    
    560677 B.C. LTD.Per:
    
    /s/ Robert L. Butchofsky
    
    
    
    Per:
    
    /s/ Robert L. Butchofsky630321 B.C. LTD.
    
    
    
    DISCOVERY PARKS HOLDINGS LTD.Per:
    
    /s/ Robert L. Butchofsky
    
    
    
    Per:
    
    /s/ Mark Betteridge




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SCHEDULE A
 ADDITIONAL SERVICE CONTRACTS TO BE INCLUDED
IN THE APPROVED SERVICE CONTRACTS