13D Filing: Broadfin Capital and Novelion Therapeutics Inc. (NVLN)

Page 7 of 9 – SEC Filing

Item 5. Interest in Securities of the Issuer.
(a)-(c)

As of the date hereof, Broadfin Capital, LLC, Broadfin Healthcare
Master Fund, Ltd. and Kevin Kotler may be deemed to be the beneficial owner of 1,948,554 Common Shares or 10.42% of the shares of
the Common Shares of the Issuer, based upon the 18,703,204 shares of Common Shares outstanding as of March 12, 2018, according
to the Form 10-K filed by the Issuer on March 16, 2018.

Each of Broadfin Capital, LLC, Broadfin Healthcare Master Fund,
Ltd. and Kevin Kotler has the sole power to vote or direct the vote of 0 shares of Common Shares and the shared power to vote or
direct the vote of 1,948,554 shares of Common Shares.

Each of Broadfin Capital, LLC, Broadfin Healthcare Master Fund and
Kevin Kotler has the sole power to dispose or direct the disposition of 0 shares of Common Shares and the shared power to dispose
or direct the disposition of 1,948,554 shares of Common Shares.

Other than the Loan Agreement and the issuance of the
warrants described in Item 4, there have been no transactions in the Issuer in the last 60 Days.

The Reporting Persons specifically disclaim beneficial ownership
in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Please see Item 4.

 

Additionally,
pursuant to the Warrant Certificate, dated November 29, 2016 (the “Warrant Certificate”),
by an between the Issuer and certain of the Reporting Persons, and the Unit Subscription
Agreement, dated June 14, 2016 (the “Unit Subscription Agreement”) by and among
the Issuer, certain of the Reporting Persons and the Investors (as defined in the Unit
Subscription Agreement), as amended as applied to such Reporting Persons on September
9, 2016, whereby such Reporting Persons may acquire up to 568,181 Common Shares of
the Issuer by exercising fully paid-up warrants (the “Warrants”), provided
that the Reporting Persons may not exercise the Warrants where the Reporting Persons
would own in excess of the Beneficial Ownership Limitation (as defined in the Warrant
Certificate) after such exercise. The Reporting Persons may increase or decrease the
Beneficial Ownership Limitation upon 61 days’ notice to the Issuer. 

Item 7. Material to be Filed as Exhibits.

An agreement relating to the filing of a joint statement as required
by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A.

Loan Agreement, filed as Exhibit 10.1 to Novelion Therapeutics Inc.’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 2018 and is hereby incorporated by reference.

Form of Warrant, filed as Exhibit C to Exhibit 10.1 to Novelion
Therapeutics Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 2018 and is
hereby incorporated by reference.

Subordination Agreement, filed as Exhibit 10.3 to Novelion Therapeutics
Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 2018 and is hereby incorporated
by reference.

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