ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 25, 2008, QLT USA, Inc., a Delaware corporation ("QLT USA") and wholly-owned subsidiary of QLT Inc., a corporation formed under the laws of the Province of British Columbia, Canada ("QLT"), entered into a license agreement (the "License Agreement") with Reckitt Benckiser Pharmaceuticals Inc., a Delaware corporation ("Reckitt"). Under the License Agreement, Reckitt received an exclusive license to QLT USA's Atrigel® sustained release drug delivery technology, except for certain rights being retained by QLT USA and its prior licensees. Under the terms of the license agreement and related asset purchase agreement, QLT USA received an aggregate upfront payment of $25 million and may receive potential milestone payments of up to $5 million based on the successful development of two Atrigel-formulated products. As part of the transaction, Reckitt hired 18 employees from QLT USA and was assigned the lease for QLT USA's corporate facility located in Fort Collins, Colorado.
A copy of QLT's press release, dated August 26, 2008, announcing the transactions with Reckitt is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

d) Exhibits Exhibit No. Description 99.1 Press release dated August 26, 2008

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