VP Corporate Develompent Employment Agreement - PETER J. O’CALLAGHAN

EXHIBIT 10.44 EMPLOYMENT AGREEMENT This Employment Agreement made effective as of May 31, 2006. BETWEEN : QLT INC. , having an address of 887 Great Northern Way, Vancouver, British Columbia, V5T 4T5, Canada.(" QLT" or the " Company" ) AND : PETER J. O' CALLAGHAN , having an address of [redacted], Vancouver, British Columbia, [redacted], Canada.(" Mr. O' Callaghan" ) WHEREAS : A. QLT has offered to Mr. O' Callaghan, and Mr. O' Callaghan has accepted, employment with QLT as Senior Vice President, Corporate Development and General Counsel. B. QLT and Mr. O' Callaghan wish to enter into this Agreement to set out the terms and conditions of Mr. O' Callaghan' s employment with QLT.NOW THEREFORE in consideration of the compensation to be paid under this Agreement by QLT to Mr. O' Callaghan, the promises made by each party to the other as set out in this Agreement and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge and agree, QLT and Mr. O' Callaghan agree as follows: 1. POSITION AND DUTIES 1.1 Position Effective June 2, 2006 or such other date as QLT and Mr. O' Callaghan mutually agree that his employment will commence, QLT will employ Mr. O' Callaghan in the position of Senior Vice President, Corporate Development and General Counsel and Mr. O' Callaghan agrees to be employed by QLT in that position, subject to the terms and conditions of this Agreement. 1.2 Duties, Reporting and Efforts - In the performance of his duties as Senior Vice President, Corporate Development and General Counsel, Mr. O' Callaghan will: (a) Overall Responsibilities - Have overall responsibility for the development, implementation and coordination of QLT' s corporate development, legal and intellectual property requirements, policies, objectives and operations in a manner that will allow for achievement of QLT' s overall long-term strategic objectives. This will include oversight of all QLT' s legal and intellectual property staff and responsibility for management of relationships with and delegation of work to external law firms, patent agents and trademark agents.

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(b) Report - Report, as and when required, to the Chief Executive Officer of QLT or such person appointed by the Board of Directors of QLT (the " Board" ) to act in that capacity. (c) Best Efforts - Use his best efforts, industry and knowledge to improve and increase QLT' s business, to comply with all of QLT' s rules, regulations, policies (including QLT' s Code of Ethics and Code of Exemplary Conduct) and procedures, as established from time to time and to ensure that QLT is at all times in compliance with applicable provincial, state, federal and other governing statutes, policies and regulations. (d) Working Day - Devote the whole of his working day attention and energies to the business and affairs of QLT, provided that this will not prevent Mr. O' Callaghan from accepting appointments to boards of directors and other appointments that are not in conflict with his obligations under this Agreement. 2. COMPENSATION 2.1 Annual Compensation - In return for his services under this Agreement, effective immediately, QLT agrees to pay or otherwise provide the following total annual compensation to Mr. O' Callaghan: (a) Base Salary - A base salary in the amount of Cdn.$450,000.00 (less statutory withholdings) in 24 equal installments payable semi-monthly in arrears, which is subject to periodic annual reviews and may be increased from time to time at the discretion of QLT. (b) Benefit Plans - Effective immediately, coverage for Mr. O' Callaghan and his eligible dependents under any employee benefit plans provided by/through QLT to its employees, subject to: I. Each plan' s terms for eligibility, excluding any waiting periods, II. Mr. O' Callaghan taking the necessary steps to ensure effective enrollment or registration under each plan, and III. Customary deductions of employee contributions for the premiums of each plan. As at the date of this Agreement, the employee benefit plans provided by/through QLT to its employees include life insurance, accidental death and dismemberment insurance, dependent life insurance, vision-care insurance, health insurance, dental insurance and short and long term disability insurance. QLT and Mr. O' Callaghan agree that employee benefit plans provided by/through QLT to its employees may change from time to time. (c) Expense Reimbursement - Reimbursement, in accordance with QLT' s Policy and Procedures Manual (as amended from time to time), of all reasonable business related promotion, entertainment and/or travel expenses incurred by Mr. O' Callaghan, subject to him maintaining proper accounts and providing documentation for these expenses upon request. QLT will pay on behalf of Mr. O' Callaghan, his Law Society of British Columbia fees, practice insurance (to the extent reasonably available) and Canadian Bar Association dues. Collectively, these expenses and payments are the " Expenses" . (d) Vacation - Four weeks of paid vacation per year as determined in accordance with QLT' s standard vacation policy for executive level employees. As per QLT' s Policy and Procedures Manual (as amended from time to time), unless agreed to in writing by QLT: I. All vacation must be taken within one year of the year in which it is earned by Mr. O' Callaghan, and II. Vacation entitlement will not be cumulative from year to year.

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(e) RRSP Contributions - QLT will make a matching contribution to Mr. O' Callaghan' s Registered Retired Savings Plan (" RRSP" ) in an amount equal to Mr. O' Callaghan' s contribution, up to a maximum of 7% of Mr. O' Callaghan' s annual base salary in any calendar year. The maximum contribution to be made by QLT to Mr. O' Callaghan' s RRSP is 50% of the annual limit for the RRSP as established by Canada Revenue Agency for the relevant calendar year in which such income was earned and will be paid by QLT in accordance with QLT' s RRSP contribution policies applicable to all employees. (f) Cash Incentive Compensation Plan - Participation in QLT' s annual cash incentive compensation plan, as amended from time to time by the Board, at a target cash incentive compensation payment of 45% of your base salary, prorated in the first year of employment . Subject to the provisions of this Agreement, the amount of that payment each year will be determined at the sole discretion of the Board and will be based on the performance of QLT relative to pre-set individual and corporate objectives and milestones for the immediately preceding fiscal year. (g) Stock Option Plan - Participation in any stock option plan offered by QLT to its executive officers, in accordance with the terms of the plan in effect at the time of the stock option offer(s). (h) One-time Signing Bonus - QLT will pay to Mr. O' Callaghan a one-time signing bonus equal to Cdn.$130,000.00 (less statutory withholdings) payable on the date you commence employment with QLT. (i) Signing Stock Options - Conditional on Mr. O' Callaghan entering into this Agreement and commencing employment with QLT, the Board has approved the grant of stocks option to Mr. O' Callaghan to purchase 300,000 common shares of QLT. The options will be subject to the terms and conditions set out in QLT' s current Stock Option Incentive Plan, have a five-year term from the date Mr. O' Callaghan commences employment with QLT and will vest monthly in equal numbers over three years from the employment commencement date. The exercise price of these signing options is the closing price of the common shares of QLT on the Toronto Stock Exchange on the grant date, May 19, 2006, being the close of the market immediately prior to the granting of such stock options. (j) Indemnity and Insurance - QLT will enter into an indemnity agreement in the form previously provided to Mr. O' Callaghan to indemnify Mr. O' Callaghan against liability as an officer and director of QLT and any affiliate and subsidiary on the terms and conditions set out in such indemnity agreement. QLT will provide directors and officers insurance coverage for Mr. O' Callaghan at not less than that provided from time to time to other senior executives of QLT. 3. RESIGNATION 3.1 Resignation - Mr. O' Callaghan may resign from his employment with QLT by giving QLT 60 days prior written notice (the " Resignation Notice" ) of the effective date of his resignation. On receiving a Resignation Notice, QLT may elect to provide the following payments in lieu of notice to Mr. O' Callaghan and require him to leave the premises forthwith: (a) Base Salary - Base salary owing to Mr. O' Callaghan to the end of the 60-day notice period. (b) Benefits - Except as set out below in this subparagraph 3.1(b), for the 60-day notice period, all employee benefit plan coverage enjoyed by Mr. O' Callaghan and his eligible dependents prior to the date of his Resignation Notice. Mr. O' Callaghan acknowledges and agrees that any short and long

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term disability plans provided through QLT will not be continued beyond the last day that Mr. O' Callaghan works at QLT' s premises (the " Last Active Day" ). (c) Expense Reimbursement - Reimbursement (in accordance with subparagraph 2.1(c)) of all Expenses incurred by Mr. O' Callaghan or due and owing prior to his Last Active Day. (d) Vacation Pay - Payment in respect of accrued but unpaid vacation pay owing to Mr. O' Callaghan as at the expiry of the 60-day notice period. (e) Prorated RRSP Contribution - Payment of any unpaid RRSP contribution in respect of any calendar year preceding the calendar year in which the 60-day period expires and a prorated contribution to the RRSP, the pro-ration to be with respect to the portion of the current calendar year worked by Mr. O' Callaghan, up to and including the 60-day notice period, and the contribution to be subject to the conditions set out in subparagraph 2.1(e). 3.2 Others - In the event of resignation of Mr. O' Callaghan as set out in paragraph 3.1, the parties agree: (a) No Bonus - Mr. O' Callaghan will have no entitlement to any unpaid amounts under QLT' s Cash Incentive Compensation Plan; and (b) Stock Option Plan - Mr. O' Callaghan' s participation in any stock option plan offered by QLT to its employees will be in accordance with the terms of the plan and option agreement applicable to each stock option grant made to Mr. O' Callaghan. 4. RETIREMENT 4.1 Retirement - Effective the date of retirement (as defined in QLT' s Policy and Procedures Manual, as amended from time to time) of Mr. O' Callaghan from active employment with QLT, the parties agree that: (a) This Agreement - Subject to the provisions of paragraph 10.6, both parties' rights and obligations under this Agreement will terminate without further notice or action by either party. (b) Stock Options - Mr. O' Callaghan' s participation in any stock option plan offered by QLT to its employees will be in accordance with the terms of the plan and option agreement applicable to each stock option grant made to Mr. O' Callaghan. 5. TERMINATION 5.1 Termination for Cause - QLT may terminate Mr. O' Callaghan' s employment at any time for cause. Should Mr. O' Callaghan be terminated for cause, he will be entitled to all compensation due and owing to the date of termination but will not be entitled to any advance notice of termination or pay in lieu thereof. 5.2 Termination Other than for Cause - QLT reserves the right to terminate Mr. O' Callaghan' s employment at any time without cause. However, if QLT terminates Mr. O' Callaghan' s employment for any reason other than for cause, then, except in the case of Mr. O' Callaghan becoming completely disabled (which is provided for in paragraph 5.6) and subject to the provisions set forth below, Mr. O' Callaghan will be entitled to receive notice, pay and/or benefits (or any combination of notice, pay and/or benefits) as more particularly set out in paragraph 5.3. 5.3 Severance Notice and Pay - In the event QLT terminates Mr. O' Callaghan' s employment as set out in paragraph 5.2, Mr. O' Callaghan will be entitled to:

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(a) Notice - Advance written notice of termination (" Severance Notice" ) or pay in lieu notice of termination (" Severance Pay" ), or any combination of Severance Notice and Severance Pay, as more particularly set out below: I. A minimum of twelve months Severance Notice, or Severance Pay in lieu thereof, and II. One additional month' s Severance Notice, or Severance Pay in lieu thereof, for each complete year of continuous employment with QLT, up to a maximum total of 24 months' Severance Notice, or Severance Pay in lieu of Severance Notice. Mr. O' Callaghan acknowledges and agrees that Severance Pay is in respect of base salary only and, provided Mr. O' Callaghan executes and provides to QLT the release referred to in paragraph 5.5(b) within the time period specified therein all Severance Pay will be paid to Mr. O' Callaghan within 30 days of his Last Active Day. If Mr. O' Callaghan does not execute and provide to QLT such release within that time period, QLT will pay to Mr. O' Callaghan the Severance pay on a bi-weekly or monthly basis, at QLT' s discretion. (b) Benefits - Except as set out below, for 30 days after Mr. O' Callaghan' s Last Active Day, all employee benefit plan coverage enjoyed by Mr. O' Callaghan and his dependents prior to the date of termination. Thereafter, and in lieu of employee benefit plan coverage, Mr. O' Callaghan will receive compensation (" Benefits Compensation" ) in the amount of 10% of his base salary for the balance of his Severance Notice period. Alernatively, if Mr. O' Callaghan so notifies QLT in writing within that 30 day period that he wishes to continue such benefits through the Severance Notice period, then in lieu of receiving such amount, and provided Mr. O' Callaghan and his eligible dependents remain resident in Canada and continue to be eligible for coverage, QLT will continue all health, life and dental benefits (other than short and long term disability) through the Severance Notice period. Mr. O' Callaghan acknowledges and agrees that short and long term disability plans provided through QLT will not be continued beyond Mr. O' Callaghan' s Last Active Day. (c) Out Placement Counseling - QLT will pay to an out placement counseling service (to be agreed to by Mr. O' Callaghan and QLT, each acting reasonably) a maximum of Cdn$5,000 for assistance rendered to Mr. O' Callaghan in seeking alternative employment. (d) Other Compensation - QLT will provide the following addit ...