Insite Vision (INSV) 8-K Cautionary Statement Regarding Forward

InSite Vision Incorporated / QLT Inc.

Transaction

InSite Vision Incorporated / QLT Inc.

Transaction

June 8, 2015

Exhibit 99.1

2

Cautionary Statement Regarding Forward

Looking Statements

Cautionary Statement Regarding Forward

Looking Statements

Statements in this document that are not strictly historical, including statements regarding the proposed acquisition, the expected

timetable for completing the transaction, the timetable for and ability of QLT and InSite

Vision to make future filings with the FDA,

including with respect to BromSite™ and DexaSite™, and to conduct future clinical trials, including with respect to the QLT retinoid

product candidate, the benefits and synergies of the transaction, including for InSite

Vision’s and the combined company’s

stockholders, future opportunities for the combined businesses, including with respect to its product candidates and any other

statements regarding events or developments that we believe or anticipate will or may occur in the future, may be “forward-

looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks

and

uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or

indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements.

These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting

the industries in which QLT and InSite

Vision operate; the commercial success of QLT’s and InSite

Vision’s products; the parties’

ability to satisfy the merger agreement conditions and consummate the merger on the anticipated timeline or at all; QLT’s ability to

successfully integrate InSite

Vision’s operations and employees with QLT’s existing business; the ability to realize anticipated

growth,

synergies

and

cost

savings;

QLT’s

and

InSite

Vision’s

research

and

development

risks,

including

with

respect

to

QLT091001,

QLT’s lead retinoid product candidate, for the treatment of inherited retinal diseases, and InSite

Vision’s efforts to develop and

obtain FDA approval of BromSite™ and DexaSite™, and the combined company’s ability to successfully commercialize, either alone

or with partners, such product candidates. Additional information regarding the factors that may cause actual results to differ

materially from these forward-looking statements is available in (i) QLT’s SEC filings, including its Annual Report on Form 10-K (as

amended) for the fiscal year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarterly period ended March

31, 2015 under the caption “Risk Factors” and elsewhere in such reports; and (ii) InSite

Vision’s SEC filings, including its Annual

Report on Form 10-K for the fiscal year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarterly period

ended March 31, 2015 under the caption “Risk Factors” and elsewhere in such reports. The forward-looking statements made

herein speak only as of the date hereof and none of QLT, InSite

Vision or any of their respective affiliates assumes any obligation to

update or revise any forward-looking statement, whether as a result of new information, future events and developments or

otherwise, except as required by law.

3

Important Information for Stockholders

Important Information for Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation

of any

vote or approval, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction

between

QLT

and

InSite

Vision,

QLT

will

file

with

the

Securities

and

Exchange

Commission

(the

“SEC”)

a

registration

statement

on

Form S-4 that will include a proxy statement of InSite

Vision that also constitutes a prospectus of QLT. The definitive proxy

statement/prospectus will be delivered to stockholders of InSite

Vision. INVESTORS AND SECURITY HOLDERS OF INSITE VISION ARE

URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC

CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors in InSite

Vision will be able to obtain free copies of the registration statement and the definitive proxy

statement/prospectus (when available) and other documents filed with the SEC by QLT and InSite

Vision through the website

maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by QLT will be available free of charge on

QLT’s website at www.QLT.com

or by contacting QLT’s Investor and Media Relations at 212-600-1902. Copies of the documents

filed

with

the

SEC

by

InSite

Vision

will

be

available

free

of

charge

on

InSite

Vision’s

website

at

www.InSiteVision.com

or

by

contacting InSite

Vision at 510-747-1220.

QLT, InSite

Vision, their respective directors and certain of their executive officers and employees may be considered participants in

the

solicitation

of

proxies

in

connection

with

the

proposed

transaction.

Information

regarding

the

persons

who

may,

under

the

rules

of the SEC, be deemed participants in the solicitation of the QLT and InSite

Vision shareholders in connection with the proposed

merger and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy

statement/prospectus when it is filed with the SEC. Information about the directors and executive officers of QLT is set forth in its

Annual Report on Form 10-K/A, which was filed with the SEC on April 30, 2015. Information about the directors and executive

officers of InSite

Vision is set forth in its proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC

on February 19, 2015.

4

Agenda

Agenda

Transaction Highlights

Transaction Overview

Strategic Investments and Distributions

The

“New” QLT

Pipeline Overview & Update

Q&A

5

Transaction Highlights

Transaction Highlights

Creation of a well-capitalized diversified, pure

play,

late-stage specialty

ophthalmic company

Late-stage, diversified ophthalmic pipeline focused on front of the eye and

retinal indications

-

Cash flow generating royalty stream (AzaSite)

-

BromSite™ NDA to be submitted to FDA this week

-

Second NDA planned for DexaSite™ by 1H 2016 

-

Rapid Phase 3 clinical trial initiation for ultra orphan retinoid product (QLT091001)

and planned MAA filing for conditional approval in 2016

-

Multiple

ophthalmology

clinical

assets

–

combination

of

low-risk,

and

high

upside

products

-

Proprietary

drug

delivery

technology

(DuraSite

®

)

validated

by

two

approved

products

(AzaSite

®

& Besivance

®

)

Pipeline with significant commercial opportunity and long exclusivity

Major exchange listed: NASDAQ & TSX

-

Potential to unlock InSite’s assets’ values vs. current OTC/BB listing

6

Transaction Highlights

Transaction Highlights

Strong cash position/balance sheet

Sufficient funding for expected development costs of QLT’s retinoid program and InSite’s

lead products

Cash flow generating royalty stream (AzaSite)

Potential milestones ($16M+) and royalty streams from ROW partnerships

AzaSite

(NiCox/Europe, Senju/Japan) and BromSite

(Nicox/Europe)

Favorable Canadian tax domicile and significant Canadian NOLs retained by QLT

Provides significant strategic flexibility for partnering / M&A

Acquirer of choice for ophthalmic assets given low tax jurisdiction

Over $140 million of Canadian NOLs and R&D tax credits

Multiple

significant

news

flow

and

potential

value

creation

events

in

near-

and

medium-term

Leadership and operational teams drawn from legacy QLT and InSite

Vision teams

7

Transaction Overview

Transaction Overview

The

New QLT

(QLT Acquisition of InSite Vision)

Approximately $70 million pro forma

cash balance from QLT and new

investors to fund retinoid program and

InSite’s product candidates, including

$20 million from co-investors

Funding for pipeline and operations

Enhanced ophthalmic clinical experience

Maintains Canadian domicile

Maintains Canadian NOLs

Approximately $25 million “restricted”

cash balance (redeemable convertible

notes/escrow)

Creates a well-capitalized, pure

play, late-stage specialty ophthalmic

company with a Canadian-domicile

and broad pipeline of products

All-share transaction at an exchange

ratio of 0.048x

Implies a purchase price per share of

$0.178 for InSite, a 27% premium to

InSite’s closing price as of 6/5/2015

Pro forma ownership split:

QLT: 89.0%

InSite Vision: 11.0%

Shareholder approvals/regulatory

approvals

QLT unanimous Board approval; no QLT

shareholders approvals required

InSite to file proxy statement and

schedule shareholder vote

Expected closing in Q3 2015

Post-close, “New” QLT will continue

dual exchange listing

NASDAQ: QLTI

TSX: QLT

Deal Facts

$20 million new investment from 3

funds

Additional liquidity opportunity for

shareholders

Co-investors commit to purchase

at least $15 million of QLT shares

within 6 months from signing

New Investors

JW Funds

8

Strategic Investment and Distributions

New QLT to have a cash balance of approximately $70 million

-

Well funded; strong balance sheet and strategic flexibility

New QLT to invest remaining excess cash in concurrently announced strategic

investments

-

QLT

to

invest

$45

million

for

9%

stake

in

Aralez

Pharmaceuticals

-

the

merged

Pozen/Tribute

Pharmaceuticals, a specialty pharmaceutical company with significant growth potential

•

Commercial-stage specialty pharmaceutical company that is Irish-domiciled, NASDAQ listed, led by a

veteran CEO and proven management team.  The company will be well-capitalized with sufficient funding

to support continuation of current marketing efforts, launch of key lead products, and the acquisition of

commercial stage assets

•

Distribute/dividend those shares to QLT/InSite shareholders

•

Structured as a tax-free distribution

-

Shareholders of the New QLT will be provided, upon closing of the InSite transaction, with a

distribution of $25 million in the form of redeemable convertible notes convertible into shares

of QLT

•

Return of capital to shareholders who are interested in near-term liquidity

•

Escrow fund to guarantee cash repayment

•

Structured as a tax-free distribution

•

90-day to two-year redemption period

9

The New QLT at a Glance

The New QLT at a Glance

Late-stage specialty ophthalmic company with a diversified pipeline focused on front of the eye and

retinal indications

Canadian domiciled with headquarters in Vancouver, British Columbia and operations in Alameda,

California

Listed on both the NASDAQ (QLTI) and TSX (QLT) stock exchanges

Financial highlights:

Well-capitalized with pro forma expected cash balance of approximately $70 million & approximately $25

million restricted cash

Over $140 million worth of Canadian NOLs and R&D tax credits

Leadership and operational teams drawn from legacy QLT and InSite Vision teams

Pipeline

strategy

focused

on

clinical/regulatory

execution

and

continued

exploitation

of

DuraSite

®

2

in the research/development of product formulations

Operational and financial synergies to rapidly drive near-

and

mid-term clinical/regulatory development strategy, and to

maintain favorable Canadian domicile

Diverse Pipeline Supports Near-term and

Long-term Growth

Product

Category & Indication

Clinical Stage

Partner Status

Patent Life/Exclusivity

AzaSite®

Antibiotic; Bacterial conjunctivitis

Approved: US/Canada

Pre-MAA: EU/MEA

Phase 1/2

Akorn: US & Canada

Nicox: EU/MEA

Senju: Japan

Retain ROW rights       

Issued; 2019

10-years post-approval

Issued; 2020

BromSite™

NSAID; Post-cataract surgery

NDA filing

this week

Pre-MAA: EU/MEA

Retain USA

Nicox: EU/MEA

Retain ROW rights         

Issued; 2029

DexaSite™

Steroid; Blepharitis

2016 NDA planned

Retain global rights

Pending; 2029-2034

QLT091001

Retinoid; LCA/RP (Orphan Drug) &

potentially IDA

Phase 3 ready in EU/US

Planned MAA filing

for

conditional approval in

EU

Retain global rights

Issued; 2025

Pending; 2029-2034

DexaSite™

Steroid; Post-cataract surgery

Phase 3 ready

Retain global rights

Pending; 2029-2034

AzaSite Plus™

Antibiotic/steroid combination;

Bacteria-related blepharitis

Phase 3 ready

Retain global rights

Issued 2019

Pending; 2031

ISV-101

NSAID; Severe

dry eye disease due to

inflammation

Phase 1/2 ready

Retain global rights

Issued; 2029

AzaSite Xtra™ (2%)

Antibiotic; Neonatal infection

prevention (Orphan Drug) & bacterial

conjunctivitis

IND ready

Akorn: US/Canada

option

Nicox: EU/MEA

Retain ROW             

Issued; 2027-2033

BromDex™ 

(DuraSite

2)

New NSAID/steroid combination;

post-cataract surgery

IND planning

Retain global rights

Issued; 2029

ISV-104

(DuraSite® 2)

Immunosuppressant; Dry eye disease

Pre-IND

Retain global rights

Issued; 2029

DuraSite® 2 Platform

Platform formulation technology;

front of eye & retinal indications

Pre-IND

Retain global rights

Issued; 2029

11

NDA to be filed promptly with FDA this week

Potential “best in class” NSAID Positioning

Differentiated label/indication: treatment of inflammation and prevention of pain post-cataract

surgery

Largest fill volume/bottle size addresses market need/ophthalmologists request

Near

100%

ophthalmology

awareness

of

DuraSite

vehicle

and

its

benefits

Cataract surgery is a clear global ophthalmology growth opportunity overt the next 10+ years

Long exclusivity: patent protected through 2029

100% global ownership; no royalties owed

BromSite

Overview/Update

BromSite

Overview/Update

12

CMC/Registration lots to be scheduled for manufacturing: 2H 2015

Potential 2016 NDA filing: Treatment of blepharitis

Potential first approval for blepharitis

DexaSite/AzaSite

Plus MAA discussions continue in Europe

DexaSite Overview/Update

DexaSite Overview/Update

13

Orphan Drug designation by both the FDA and EMA for significant unmet medical need

$500+ million market potential

FDA Fast Trask status for ultra-orphan indications of Leber Congenital Amaurosis (LCA) and

Retinitis Pigmentosa (RP)

Severe inherited retinal degenerative diseases with progressive vision loss and blindness in childhood (LCA)

or adolescent/adult age (RP)

Disease prevalence: LCA –

1,000-2,000 patients worldwide; RP –

2,000-3,000 patients worldwide

Significant funding on hand to advance the program through approval

Phase 3 Study Highlights

Population: LCA/RP subgroup with confirmed RPE65 or LRAT mutations

Pathophysiology:

Visual

cycle

defect,

impaired

regeneration

of

visual

chromophore

11-cis-retinal,

impaired

phototransduction, retinal degeneration

Drug Profile: Synthetic 9-cis-retinoid, oral solution

Study initiation planned by 1H 2016 and pre-study activities ongoing

Randomized, double-blind design: 1-year treatment period, unblinding, and 1-year follow-up period

Planned MAA Filing for Conditional Approval by 1H 2016

Planned NDA/MAA Filings for Full Approval by 2018

Ultra-Orphan Phase 3-Ready Retinoid Program

(QLT091001)

Ultra-Orphan Phase 3-Ready Retinoid Program

(QLT091001)

14

Pre-study activities underway for the initiation of the Phase 3 pivotal trial by 1H 2016

Includes engaging global study CRO and clinical study sites, IRB submissions and approvals, manufacturing clinical and

registration batches

Q1 2015 –

Meetings held with EU National Regulatory Agencies

Discussions ongoing for the planned submission for conditional approval in EU 1H 2016

Initiating early 2H 2015 retrospective study of natural history of the disease recommended for conditional approval submission

December 2014 –

completed PoC

trial in patients with impaired dark adaptation (IDA)

Condition of IDA is a growing problem for with an expanding, aging population

Patients treated with QLT091001 showed a trend towards improvement in IDA rate and glare recovery

December 2014 –

completed RP 01 trial in RP patients with autosomal dominant RPE65 mutation

4 of 5 patients (80%) showed improvement in either retinal area and/or visual acuity compared to baseline

September

2014

–

completed

IRD

02

trial

(retreatment

of

patients

who

completed

positive

PoC

study

IRD

01)

Final trial results showing that a majority of patients (77% LCA and 86% RP) positively responded to treatment by either

functional retinal area and/or visual acuity changes from baseline

July 2014 –

IRD 01 PoC

study results published in The Lancet, generating interest from scientific, medical

and corporate communities

Retinoid Program Has Achieved Major Milestones

15

Finalized Phase 3 pivotal protocol for US and EU

Prospective, multi-center, placebo controlled comparative study of safety and efficacy or oral QLT091001 in subjects with inherited

retinal disease phenotypically diagnosed with LCA or RP caused by RPE65 or LRAT gene mutations (IRD)

FDA and EMA both granted Orphan Drug designations

FDA granted Fast Track status for both LCA and RP

Indication

PC

P1

P2

P3

Mkt.

Comments

LCA and RP

Reported

positive

PoC

data

in

2011

and

2012

Reported

positive

final

results

from

Phase

1b

retreatment

trial

in

September

2014

Pivotal trial ready for commencing in 1H 2016

Planned MAA filing for conditional approval application in EU in 1H 2016

IDA

Phase 2a study complete

PoC

results reported in December 2014

RP with autosomal

dominant mutation

in RPE65

Phase 1b study completed in December 2014

Results reported in the 2014 Annual Report

Retinoid Program Building Momentum on

Clinical and Regulatory Fronts in US and EU

16

QLT091001 is expected to achieve first-line position in the treatment of inherited retinal diseases

caused by mutations in RPE65 or LRAT

Currently there are no FDA or EMA approved medicinal treatments for LCA or RP

Orphan Drug designated by both FDA and EMA with $500+ million market potential

Gene therapy pipeline in early development (besides SPK-RPE65) and poses minimal sales erosion in the next 5 years

Advantages over gene therapy

Oral product; not an invasive surgery

Comprehensive therapy of the entire retina

Treats both eyes at the same time without multiple surgical procedures

Demonstrated beneficial effects of repeat treatment

Convenient oral dosing regimen likely an advantage where sophisticated surgical capabilities not available

Safety of retinoids

as a class well-understood by regulatory agencies

Well-understood mechanism of action

Clinical effect of gene therapy has reported to be transient after initial improvements

Retinoid Product Expected to Achieve

First-Line Position

17

Transaction Highlights

Transaction Highlights

Creation of a well-capitalized diversified, pure

play,

late-stage specialty ophthalmic

company

Late-stage, diversified ophthalmic pipeline focused on front of the eye and retinal

indications

Cash flow generating royalty streams (AzaSite)

BromSite™ NDA to be submitted to FDA this week

Second NDA planned for DexaSite™ by 1H 2016 

Rapid Phase 3 clinical trial initiation for ultra orphan retinoid product (QLT091001) and

planned MAA filing for conditional approval in 2016

Multiple

ophthalmology

clinical

assets

–

combination

of

low-risk,

and

high

upside

products

Proprietary

drug

delivery

technology

(DuraSite

®

)

validated

by

two

approved

products

(AzaSite

®

& Besivance

®

)

Pipeline with significant commercial opportunity and long exclusivity

Major exchange listed: NASDAQ & TSX

Potential to unlock InSite’s assets’ values vs. current OTC/BB listing

18

Transaction Highlights

Transaction Highlights

Strong cash position/balance sheet

Sufficient funding for expected development costs of QLT’s retinoid program and InSite’s

lead products

Cash flow generating royalty stream (AzaSite)

Potential milestones ($16M+) and royalty streams from ROW partnerships

AzaSite

(NiCox/Europe,

Senju/Japan)

and

BromSite

(Nicox/Europe)

Favorable Canadian tax domicile and significant Canadian NOLs retained by QLT

Provides significant strategic flexibility for partnering / M&A

Acquirer of choice for ophthalmic assets given low tax jurisdiction

Over $140 million of Canadian NOLs and R&D tax credits

Multiple

significant

news

flow

and

potential

value

creation

events

in

near-

and

medium-term

Leadership

and

operational

teams

drawn

from

legacy

QLT

and

InSite

Vision

teams