QLT INC/BC
EXHIBIT 10.74
<DOCUMENT>
<TYPE>EX-10.74
<SEQUENCE>4
<FILENAME>o08199exv10w74.txt
<DESCRIPTION>EXHIBIT 10.74
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.74

                              AMENDING AGREEMENT TO

                   PDT PRODUCT DEVELOPMENT, MANUFACTURING AND
                             DISTRIBUTION AGREEMENT

         THIS AMENDING AGREEMENT is made effective July 23, 2001.

         BETWEEN:

                  NOVARTIS OPHTHALMICS AG (formerly CIBA Vision AG), a Swiss
                  corporation having a principal place of business at
                  Riethofstrasse 1, CH-8442 Hettlingen, Switzerland

                  ("NVO")

         AND:

                  QLT INC. (formerly Quadra Logic Technologies Inc.), a British
                  Columbia company having a principal place of business at 887
                  Great Northern Way, Vancouver, British Columbia, Canada, V5T
                  4T5

                  ("QLT")

         WHEREAS:

A.       NVO and QLT entered into a PDT Product Development, Manufacturing and
         Distribution Agreement made effective July 1, 1994 (the "CO-DEVELOPMENT
         AGREEMENT") under which NVO and QLT agreed to cooperate in the
         development, manufacturing and distribution of photosensitizers in
         photodynamic therapy for the treatment, diagnosis and prevention of
         ophthalmological conditions;

B.       Pursuant to the Co-Development Agreement, NVO and QLT have and continue
         to co-develop Verteporfin (as defined in this Amending Agreement) for
         use in certain ophthalmological indications;

C.       Verteporfin is now being marketed and sold by NVO pursuant to the
         Co-Development Agreement under the trade-mark Visudyne(TM)for use in
         wet age-related macular degeneration and pathological myopia and both
         parties wish to further the development of and to promote and defend
         the marketing of Visudyne(TM);

D.       QLT completed a Phase IIb clinical study using photodynamic therapy
         with Verteporfin for the treatment of non-melanoma skin cancer
         ("NMSC");
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                                        2

E.       NVO and QLT wish to co-develop Verteporfin for the treatment of NMSC
         and other indications within the PDT Derm Field of Collaboration (as
         defined in this Amending Agreement); and

F.       NVO and QLT wish to enter into this Amending Agreement to include
         within the scope of the Co-Development Agreement the development,
         manufacture and distribution of Verteporfin for the treatment of NMSC
         and other indications within the PDT Derm Field of Collaboration and to
         make all consequential amendments resulting from that inclusion, all on
         and subject to the terms and conditions set out in this Amending
         Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained in this Amending Agreement, NVO and QLT agree as follows:

1.       DEFINITIONS IN THE CO-DEVELOPMENT AGREEMENT TO APPLY

All capitalized terms used in this Amending Agreement and not otherwise defined
will have the meaning given to them in the Co-Development Agreement.

2.       SECTION 1.1 - NEW OR AMENDED DEFINITIONS

All references in the Co-Development Agreement to "CIBA VISION" and references
in this Amending Agreement to "NVO" will be deemed to be one and the same. In
addition, Section 1.1 of the Co-Development Agreement is amended as follows:

         (a)      APPROVED PRODUCT - the definition of "Approved Product" in
                  Section 1.1.5 of the Co-Development Agreement is amended by
                  deleting the words "specific ophthalmological indication" in
                  the second line and replacing them with the words "specific
                  indications within the Field of Collaboration";

         (b)      BPD - the definition of "BPD" in Section 1.1.7 of the
                  Co-Development Agreement is amended by adding the words "and,
                  for greater certainty, includes Verteporfin" after the words
                  "means any pharmaceutical product which contains
                  Benzoporphyrin derivative as an active ingredient for use in
                  PDT";

         (c)      DEVELOPMENT PROGRAM - the definition of "Development Program"
                  in Section 1.1.12 of the Co-Development Agreement is amended
                  by deleting the words "specific ophthalmological indications
                  within the Field of Collaboration" in the third and fourth
                  lines and replacing them by the words "specific indications
                  within the Field of Collaboration";

         (d)      FIELD OF COLLABORATION - the definition of "Field of
                  Collaboration" in Section 1.1.14 of the Co-Development
                  Agreement is deleted and replaced with the following:
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                                        3

                           "1.1.14  "FIELD OF COLLABORATION" means,
                                    collectively, the Ocular Field of
                                    Collaboration and the PDT Derm Field of
                                    Collaboration;";

         (e)      MARKETING APPROVAL - the definition of "Marketing Approval" in
                  Section 1.1.20 of the Co-Development Agreement is amended by
                  deleting the words "specific ophthalmological indication" in
                  the third and fourth lines and replacing them with the words
                  "specific indication within the Field of Collaboration";

         (f)      NMSC - the following definition is added as a new Section
                  1.1.24A to the Co-Development Agreement:

                           "1.1.24A "NMSC" means non-melanoma skin cancer,
                                    including basal cell carcinoma, squamous
                                    cell carcinoma and basal cell nevus
                                    syndrome;"

         (g)      OCULAR FIELD OF COLLABORATION AND PDT DERM FIELD OF
                  COLLABORATION - the following definitions are added as new
                  Sections 1.1.24B, 1.1.24C and 1.1.24D to the Co-Development
                  Agreement:

                           "1.1.24B "OCULAR FIELD OF COLLABORATION" means
                                    any usage of PDT for the treatment,
                                    diagnosis or prevention of ophthalmological
                                    conditions, including but not limited to,
                                    age-related macular degeneration (AMD),
                                    diabetic retinopathy, corneal
                                    neovascularization, ocular tumours and
                                    epithelial overgrowth following cataract
                                    surgery (secondary cataracts);

                           1.1.24C  "PDT DERM FIELD OF COLLABORATION" means
                                    any usage of Verteporfin in PDT for the
                                    treatment, diagnosis or prevention of:

                                .1  dermatological tumours, including NMSC
                                    but excluding [*]; and

                                .2  pathological conditions of the skin in
                                    which the primary cause is attributable to
                                    vascular abnormality, including Bowen's
                                    disease, cutaneous T-cell lymphoma,
                                    hemangioma and vascular malformations but,
                                    for greater certainty, excluding psoriasis;

                           1.1.24D  "[*]" means the use of a photosensitizer in
                                    the photodynamic treatment of [*]";

*Material has been omitted and filed separately with the Commission.
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                                        4

         (h)      PRODUCT - the definition of "Product" in Section 1.1.28 of the
                  Co-Development Agreement is deleted and replaced by the
                  following:

                           "1.1.28  "PRODUCT" means:

                                .1  with respect to the Ocular Field of
                                    Collaboration:

                                    (a) BPD;

                                    (b) ZnPc; and/or

                                    (c) any Additional Photosensitzer;

                                .2  with respect to the PDT Derm Field of
                                    Collaboration, Verteporfin.";

         (i)      VERTEPORFIN - the following definition is added as a new
                  Sections 1.1.41A to the Co-Development Agreement:

                           "1.1.41A "VERTEPORFIN" means benzoporphyrin
                                    derivative - mono acid ring A, as more
                                    fully described in Exhibit A;".

3.       SECTION 2.1 - DEVELOPMENT COMMITMENT

Section 2.1 of the Co-Development Agreement is amended by adding the word
"respective" to the first line before the words "Field of Collaboration".

4.       SECTION 2.4 - DEVELOPMENT PROGRAMS AND BUDGETS

Section 2.4 of the Co-Development Agreement is amended as follows:

         (a)      by adding the following as a new Section 2.4.4 to the
                  Co-Development Agreement:

                           "2.4.4   the development of Verteporfin in NMSC
                                    substantially in accordance with the
                                    development plan for that Development
                                    Program attached as Exhibit B to this
                                    Amending Agreement. For greater certainty,
                                    the Development of any Additional
                                    Photosensitizers (other than Verteporfin)
                                    within the PDT Derm Field of Collaboration
                                    is excluded from the scope of this
                                    Agreement;";
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                                        5

         (b)      by deleting from Section 2.4 of the Co-Development Agreement
                  the following sentence:

                                    "There will be at least one Development
                                    Program, and, where appropriate, the JCC may
                                    establish additional Development Programs
                                    for significant ophthalmological
                                    applications.";

                  and replacing that sentence with the following sentence:

                                    "There will be at least [*]in each of the
                                    Ocular Field of Collaboration and the PDT
                                    Derm Field of Collaboration, and, where
                                    appropriate, the JCC may establish
                                    additional Development Programs for
                                    significant indications within the Field of
                                    Collaboration."; and

         (c)      by adding the following to the end of the last paragraph of
                  Section 2.4:

                                    "The goal of the initial Development Program
                                    for Verteporfin in the PDT Derm Field of
                                    Collaboration is to [*]. If either NVO or
                                    QLT wish to pursue a Development Program for
                                    Verteporfin in any NMSC indications [*] to
                                    achieve that objective, including the
                                    financial terms and cost sharing
                                    arrangements related to that Development
                                    Program."

5.       SECTION 4.3 - PDT DEVICES

Section 4.3 of the Co-Development Agreement is deleted and replaced with the
following:

         "4.3     PDT DEVICES

         Costs related to the development and acquisition of PDT devices
               which are necessary for clinical and non-clinical use in
               Development Programs will be considered as Development
               Expenses as provided for in Section 1.1.11."

6.       SECTION 12 - MANDATORY RIGHT OF FIRST REFUSAL ON ADDITIONAL
         PHOTOSENSITIZERS

NVO and QLT acknowledge that Section 12 of the Co-Development Agreement is not
intended to provide the other with a right of first refusal for the use of
Additional Photosensitizers in the PDT Derm Field of Collaboration but is
intended only to apply to the use of Additional Photosensitizers in the Ocular
Field of Collaboration. Therefore, Sections 12.1 to and including 12.5 of the
Co-Development Agreement are amended by

*Material has been omitted and filed separately with the Commission.
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                                        6

deleting each reference to the "Field of Collaboration" in those Sections and
replacing them with the "Ocular Field of Collaboration".

In addition, Section 12.1 of the Co-Development Agreement is amended by adding
the following sentence to the end of Section 12.1:

         "This Section 12 will not apply to the use (or proposed use) of any
         Additional Photosensitizers in the PDT Derm Field of Collaboration.
         However, while NVO will not be entitled to a right of first refusal
         with respect to any Additional Photosensitizer in the PDT Derm Field of
         Collaboration, [*] Field of Collaboration. QLT will provide that notice
         following completion by QLT of the corresponding proof of principle
         with that Additional Photosensitizer, or earlier at QLT's discretion."

The following is added as a new Section 12A to the Co-Development Agreement:

         "12A     RIGHT OF FIRST REFUSAL ON VERTEPORFIN IN OTHER DERM
                  INDICATIONS

         12A.1    DERM RFR NOTICE

         During the term of this Agreement, QLT will notify NVO in a timely
         manner through the JCC (the "DERM RFR NOTICE") of any opportunities for
         the development and commercialization of Verteporfin in PDT in the
         treatment, prevention or diagnosis of any dermatological conditions
         that are outside of the PDT Derm Field of Collaboration (the
         "ADDITIONAL DERM FIELDS") that QLT may have developed, licensed,
         acquired or otherwise has commercial access. QLT will provide the Derm
         RFR Notice following completion by QLT of the corresponding proof of
         principle for that opportunity, or earlier at QLT's discretion.

         12A.2    TERMS OF DERM RFR NOTICE

         The Derm RFR Notice will state a reasonably clear and complete
         description of the opportunity which is the subject of the Derm RFR
         Notice, and the terms on which QLT proposes to offer the opportunity to
         NVO, including all monetary terms, all of which terms other than the
         financial terms will be reasonably consistent with this Agreement.

         12A.3    PROOF OF PRINCIPLE REQUIRED

         The Derm RFR Notice will also be accompanied by sufficient preliminary
         testing to establish the proof of principle for the use of Verteporfin
         in PDT in the specified Additional Derm Field.

         12A.4    VERTEPORFIN ACCEPTANCE NOTICE

         Upon receipt of the Derm RFR Notice, NVO may elect to extend the terms
         of this Agreement, as modified by the terms proposed in the Derm RFR
         Notice, to


*Material has been omitted and filed separately with the commission.
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                                        7

         include the development and commercialization of Verteporfin in PDT in
         the Additional Derm Field specified in the Derm RFR Notice by
         delivering to QLT notice of its intention to do so within [*] days
         following receipt by NVO of the Derm RFR Notice (the "DERM ACCEPTANCE
         NOTICE"). Thereafter, QLT and NVO will negotiate in good faith any
         amendments necessary to this Agreement to reflect those terms.

         12A.5    CONSEQUENCES SHOULD NVO NOT ACCEPT

         If NVO fails to deliver the Derm Acceptance Notice in the time period
         set out in Section 12A.4, then:

                                .1  subject to Section 12A.5.2 below, QLT
                                    may pursue alone or offer and agree with
                                    any Third Party for the development and/or
                                    commercialization of Verteporfin in PDT in
                                    the Additional Derm Field specified in the
                                    Derm RFR Notice on terms and conditions no
                                    more favourable than those set out in the
                                    Derm RFR Notice; and

                                .2  notwithstanding Section 12A.5.1, QLT will
                                    not commercialize Verteporfin in PDT alone
                                    or with/by any Third Parties in any
                                    Additional Derm Field, other than the use
                                    of [*], without the prior written consent
                                    of NVO. The consent of NVO will not be
                                    required for QLT to pursue the
                                    commercialization of [*]."

7.       SECTION 13.2 - FUNDING FORMULA FOR DEVELOPMENT EXPENSES

Section 13.2 of the Co-Development Agreement is amended by adding the following
as a new Section 13.2.4:

"13.2.4           the Development Expenses and regulatory fees related to the
                  Development Program for North America and Europe for the use
                  of Verteporfin in NMSC (as part of the Development Program
                  outlined in Exhibit B) will be paid fully (100%) by NVO until
                  the first to occur of the following events:

                                .1  NVO has expended CDN$15,000,000 on those
                                    Development Expenses; or

                                .2  the filing for Marketing Approval in the
                                    United States and Europe for the use of
                                    Verteporfin for one or more NMSC
                                    indications; and

*Material has been omitted and filed separately with the Commission.
<PAGE>
                                        8

                  thereafter those Development Expenses and regulatory fees
                  will be split 50% to NVO and 50% to QLT."

8.       NMSC MILESTONE PAYMENTS

The following is added as a new Section 14A to the Co-Development Agreement:

"14A              NVO will make the following payments to QLT with respect to
                  the first Product which has received Marketing Approval for
                  use in the PDT Derm Field of Collaboration:

                                .1  [*] upon filing of a submission for
                                    Marketing Approval for the use of
                                    Verteporfin in an indication within the
                                    PDT Derm Field of Collaboration in the
                                    first of North America or Europe; and

                                .2  [*] upon receipt of Marketing Approval
                                    for the use of Verteporfin in an
                                    indication within the PDT Derm Field of
                                    Collaboration in the first of North
                                    America or Europe;

                  subject to adjustment as set out below. The milestone
                  payments set out above will be paid only the first time the
                  events referred to in Sections 14A.1 and 14A.2 occur.

                  Each milestone payment will be made by cheque or wire
                  transfer payable to QLT within 30 days after the date that
                  the corresponding milestone event occurs.

9.       SECTION 23.1 - TERM

NVO and QLT hereby exercise their right under Section 23.1 of the Co-Development
Agreement to renew the term of the Co-Development Agreement for an additional
period of 5 years beyond the current 20 year term. Therefore, effective upon
execution of this Amending Agreement, the term of the Co-Development Agreement
will extend until June 30, 2019, subject to any further renewal rights that may
be exercised pursuant to Section 23.1 of the Co-Development Agreement.

10.      SECTION 24.12 - NOTICE

The address for notice for QLT in Section 24.12 of the Co-Development Agreement
is deleted and replaced with the following:

         "If to QLT:

         QLT Inc.
         887 Great Northern Way

*Material has been omitted and filed separately with the Commission.
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                                        9

         Vancouver, British Columbia, Canada
         V5T 4T5
         Attention:  President and Chief Executive Officer

         with a copy to:

         Farris, Vaughan, Wills & Murphy
         Barristers & Solicitors
         P.O. Box 10026 Pacific Centre
         2600 - 700 West Georgia Street
         Vancouver, British Columbia, Canada
         V7Y 1B3
         Attention:  R. Hector MacKay-Dunn"

11.      CONFIRMATION

Other than as expressly amended by the terms of this Amending Agreement, the
Co-Development Agreement remains in full force and effect in accordance with its
terms.

12.      INTERPRETATION/GENERAL

Sections 24.1 to and including 24.10 of the Co-Development Agreement and
Sections 24.12, 24.13, 24.15 and 24.18 of the Co-Development Agreement are
incorporated by reference into this Amending Agreement.

13.      COUNTERPARTS

This Amending Agreement may be signed in any number of counterparts (including
by facsimile) and each counterpart will constitute an original document and all
counterparts, taken together, will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amending Agreement as of the
day and year first written above.




         QLT INC.                                  NOVARTIS OPHTHALMICS AG
         by its authorized signatory:              by its authorized signatory:

         Per:                                      Per:
         /s/ Julia Levy                            /s/ Luzi von Bidder
         ----------------------------              ----------------------------
         Name:  Julia Levy                         Name:  Luzi von Bidder
         Title: President and CEO                  Title: President, Ophthalmics
                                                          Business Unit

         Per:                                      Per: /s/ Dr. Gustave Huber
                                                   ----------------------------
                                                   Name:  Dr. Gustave Huber
                                                   Title: Vice President,
                                                          Business Development
                                                          and Licensing
<PAGE>
                                       10


         /s/ Edwin Levy
         ----------------------------
         Name:  Edwin Levy
         Title: Senior Vice President,
                Corporate Development
<PAGE>
EXHIBIT A

VERTEPORFIN

         [MOLECULAR STRUCTURES]
<PAGE>
                                   EXHIBIT B

                       NMSC OUTLINE OF DEVELOPMENT PROGRAM

         The following is a high level summary of the proposed Development
Program for the first indication to be pursued within the PDT Derm Field of
Collaboration, as contemplated in Section 2.4.4 of the Co-Development Agreement:

INDICATION:       [*].

DRUG:             Verteporfin.

FORMULATION:      [*].

CLINICAL DEVELOPMENT PLAN AND ASSUMPTIONS:

         [*]

*Material has been omitted and filed separately with the Commission.
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                                        2

PROPOSED DEVELOPMENT TIMELINE (US DRIVEN):

         [*]

*Material has been omitted and filed separately with the Commission.

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