On December 24, 2012, QLT Inc. (the "Company") and Mati Therapeutics Inc. ("Mati") entered into an exclusive Option Agreement (the "Agreement") pursuant to which the Company granted Mati a 90-day option to acquire assets related to the Company's punctal plug delivery system ("PPDS") technology (the "Technology") in exchange for $500,000. The option may be extended by Mati for up to three successive 30-day periods upon payment of an additional $100,000 for each extension. Should Mati exercise the option, QLT and Mati will enter into an asset purchase agreement and, subject to the satisfaction of the conditions to closing contained therein, QLT will be entitled to a closing payment of $750,000, potential payments upon the satisfaction of certain product development and commercialization milestones that could reach $19.5 million (or exceed that amount if more than two products are commercialized), a low single digit royalty on world-wide net sales of all products using or developed from the Technology and a fee on payments received by Mati in respect of the Technology other than net sales.

The Agreement also contains standard representations and warranties made by the parties, covenants applicable to the parties during the option period, and mutual indemnification obligations for breaches of representations, warranties, covenants and agreements contained in the Agreement.

A copy of the Agreement is attached as Exhibits 10.68 to this Current Report on Form 8-K. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is incorporated by reference herein. The Company has sought confidential treatment for certain terms of the Agreement.

All information required under Item 2.01 is incorporated herein by reference to Item 1.01.

(d) Exhibits

Number   Description

10.68    Option Agreement between the Company and Mati Therapeutics Inc., dated
         December 24, 2012