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

On March 15, 2018, Aegerion Pharmaceuticals, Inc. (“Aegerion”),
a wholly-owned subsidiary of the Issuer, entered into a loan and security agreement (the “Loan Agreement”) with Broadfin
Healthcare Master Fund, Ltd. and certain other parties (the Broadfin Master Fund together with such other parties are referred
to herein as the “Lenders”), pursuant to which the Lenders have made a term loan (the “Loan”) to Aegerion
in an aggregate amount of $20 million, $10 million of which was loaned by the Broadfin Master Fund.

The Loan will accrue interest at the rate of 9% per annum. Following
an event of default and so long as an event of default is continuing, the interest rate would increase by 3% per annum. Interest
will accrue and compound quarterly in arrears and is not be payable in cash until the Loan Maturity Date (as defined below) or
any earlier time that interest and principal become due and payable under the Loan. The Loan may be prepaid, in whole or in part,
by Aegerion at any time without premium or penalty.

The Loan matures on the earliest of (i) August 1, 2019, (ii) thirty
(30) days prior to the maturity date of Aegerion’s 2.0% convertible senior notes due August 15, 2019 (the “Convertible
Notes”), (iii) the date that any restructuring or recapitalization of all or substantially all of the Convertible Notes,
including any exchange offer or similar transaction (a “Note Restructuring Transaction”), is substantially consummated
and (iv) upon acceleration of the obligations under the Loan Agreement (such earliest date, the “Loan Maturity Date”).

Aegerion’s obligations under the Loan Agreement are secured
by substantially all of the assets of Aegerion, subject to certain contractual limitations (if any) and other exclusions set forth
in the Loan Agreement and related documentation. The liens on the assets of Aegerion granted to secure the Loan are subordinate
to the liens granted in favor of the Issuer to secure Aegerion’s obligations to the Issuer pursuant to the Amended and Restated
Senior Loan Agreement (the “Senior Loan Agreement”), dated as of March 15, 2018, between Aegerion and the Issuer. Pursuant
to terms of the subordination agreement (the “Subordination Agreement”) entered into on March 15, 2018, by the Issuer,
Aegerion and the Lenders, the Loan is subordinate to approximately $40 million of obligations of Aegerion to the Issuer under the
Senior Loan Agreement.

The Loan Agreement includes affirmative and negative covenants,
including prohibitions on the incurrence by Aegerion and its subsidiaries of any additional indebtedness (other than trade debt
in the ordinary course, the debt under the Senior Loan Agreement (including up to an additional $20 million of additional debt
thereunder to the extent such additional debt is subordinated to the Loan), the sale, transfer or exclusive license of (other than
in the ordinary course), or the granting of liens on, certain assets. In addition, the Loan Agreement includes customary events
of default for a transaction of this type, and includes a cross-default to the occurrence of any event of default under the Senior
Loan Agreement or under the Convertible Notes. Certain Myalept “spin-out” transactions would also be permitted under
the Loan Agreement.

As consideration for the Loan, Broadfin Master Fund was issued a
warrant to purchase an aggregate of 909,296 Shares (the “Warrants”). The Warrants have an exercise price equal to $4.40
per share, representing the volume weighted average price of the Shares for the 20 trading days ending on March 14, 2018, and a
term of four years. Pursuant to the terms of the Warrants, the Issuer has agreed that, subject to certain limitations, upon the
request of any Lender, the Issuer will file a registration statement covering any or all of the Shares issuable to such Lender
upon exercise of the Warrants, which registration statement would provide for the resale of such Shares.

The foregoing summaries of the Loan Agreement, the Warrants and
the Subordination Agreement are subject to, and qualified in their entirety by reference to, the Loan Agreement, the Form of Warrant
and the Subordination Agreement, which are referred to as Exhibits 2, 3 and 4, respectively in Item 7 below, and incorporated herein
by reference.

The Warrants are subject to
a limitation in the Warrant instruments on the exercise of the Warrants to the extent that such exercise would cause the Reporting
Persons to beneficially own more than 9.99% of the Issuer’s Common Shares.