Novelion Therapeutics Inc. (NASDAQ:NVLN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Mark DiPaolo

On August 1, 2017, the Board of Directors (the “Board”) of Novelion Therapeutics Inc. (the “Company”) appointed Mark DiPaolo to serve as a director. The Board has not named Mr. DiPaolo to any committees of the Board.

Mr. DiPaolo is a partner and the General Counsel of Sarissa Capital Management LP (“Sarissa Capital”), a registered investment advisor, since 2013. From 2005 to 2013, Mr. DiPaolo served as a senior member of Icahn Capital Management LP’s management team, working on investing aspects of Carl Icahn’s activist strategy. Prior to working with Icahn Capital Management LP, Mr. DiPaolo was an attorney with Willkie Farr & Gallagher LLP. Mr. DiPaolo received his B.A. degree from Fordham University and his J.D. degree from Georgetown University Law Center. Mr.DiPaolo has substantial experience in operations, transactions, law and corporate governance.

Mr. DiPaolo was appointed to the Board as a designee of Sarissa Capital in accordance with the terms of the AgreementandPlanofMerger(asamended,the“MergerAgreement”),datedasofJune14,2016,amongthe Company,Aegerion Pharmaceuticals, Inc.andIsotope Acquisition Corp. The Merger Agreement, which is described in further detail in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2016 and was filed as Exhibit 2.1 thereto, is incorporated by reference herein. The description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement.

Except as provided in the Merger Agreement, there are no arrangements or understandings with the Company to which Mr. DiPaolo was appointed to the Board, and since the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. DiPaolo that would be reportable under Item 404(a) of Regulation S-K. As a director, Mr. DiPaolo will participate in the standard compensation plan for non-employee directors, under which he will be eligible to receive a $40,000 annual retainer (which will be prorated for 2017) for his service as a director. In addition, Mr. DiPaolo will be eligible for stock option and other equity awards as a non-employee director, as approved by the Board, upon the recommendation of the Compensation Committee of the Board. In connection with his appointment, Mr. DiPaolo will receive a stock option to purchase 9,600 of the Company’s common shares upon his appointment date of August 1, 2017, which will vest in equal monthly installments over 36 months, beginning one month after the grant date. A copy of the press release announcing Mr. DiPaolo’s appointment is attached as Exhibit 99.1.

Effective as of July 31, 2017 and August 1, 2017, respectively, Dr. Geoffrey Cox and Dr. Jorge Plutzky resigned as members of the Board.

Item 5.02.Financial Statements and Exhibits.

(d)Exhibits.

NOVELION THERAPEUTICS INC. Exhibit
EX-99.1 2 a080217_pressreleasexexhib.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Novelion Therapeutics Appoints Mark DiPaolo to Board of DirectorsVancouver,…
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About Novelion Therapeutics Inc. (NASDAQ:NVLN)

Novelion Therapeutics Inc, formerly QLT Inc., is a Canada-based biopharmaceutical company. The Company is engaged in development of new standards of care for individuals living with rare diseases. The Company is focused on advancing its portfolio of rare disease therapies by investing in science and clinical development. The Company holds a portfolio of products through its subsidiary, Aegerion Pharmaceuticals, Inc., a biopharmaceutical company dedicated to the development and commercialization of innovative therapies for patients with debilitating rare diseases. The Company’s portfolio of products include MYALEPT and JUXTAPID. The Company is also developing zuretinol acetate for the treatment of inherited retinal disease caused by underlying mutations in RPE65 or LRAT genes.