QLT Completes Merger with Atrix Laboratories

On November 19, 2004, QLT Inc. acquired all of the outstanding securities of Atrix Laboratories, Inc. for cash and stock originally valued at approximately US$855 million. QLT is a global pharmaceutical company specializing in the discovery, development and commercialization of therapies to treat cancer, eye diseases and other indications. QLT's head office is located in Vancouver, British Columbia, and its shares are listed on the Toronto Stock Exchange and quoted on the NASDAQ National Market. Atrix is a biopharmaceutical company focused on advanced drug delivery. Atrix's head office is located in Fort Collins, Colorado, and, prior to the completion of the transaction, its stock was quoted on the NASDAQ National Market. The transaction was approved by shareholders of QLT and stockholders of Atrix at special meetings.

QLT was represented in-house with a team led by Janet Grove and William Newell, and assisted by Sandra MacKay, Jennifer Kaufman-Shaw and Jennifer Breeze; in Canada by Farris, with a team led by Hector MacKay-Dunn, Q.C., and assisted by Trevor Scott, Erinn Broshko, Jason Sutherland and Charles Pearson (tax); and in the US by Latham & Watkins LLP with a team consisting of Ora Fisher, Nicholas O'Keefe and Joseph Yaffe (employee benefits), Laurence Stein (tax), Karen Silverman (antitrust), Alexandra Smith, Mark Fleisher, Christina Hall, Pardis Zomorodi, Joseph Sarret, Rick Brooks and Brian Lee.

Atrix was represented by Morrison & Foerster LLP with a team led by Warren Troupe and Michael O'Bryan (M&A), Brian Caid (securities), Raj Tanden (tax), Patrick McCabe (compensation), Paul Borden (ERISA), Stephen Smith (antitrust), and assisted by David Thatcher, Thomas Scholz, Panagiotis Bayz, Jacob Minas, Stuart Crenshaw, Bruce Cunningham and Joy MacIntyre. Stikeman Elliott LLP, with a team led by John Anderson and including Farhad Bayati (corporate) and Shawn Neylan (competition), acted as special Canadian counsel to Atrix.

Merrill Lynch & Co. was the financial advisor to QLT and Banc of America Securities was the financial advisor to Atrix.


Shawn C.D. Neylan R. Hector MacKay-Dunn Farhad Bayati Jason T. Sutherland Charles G. Pearson Trevor R. Scott John F. Anderson Erinn B. Broshko


FARRIS Latham & Watkins LLP Morrison & Foerster LLP Stikeman Elliott LLP