InSite Vision Inc. (fka INSV)

[Lone Wolf]

Let the bidding wars begin!

After the Bidder had favorably concluded its independent due diligence regarding the recently filed BromSite™ patent lawsuit, InSite Vision convened a special board meeting on Friday, September 4, 2015 in which the InSite Board of Directors determined, in good faith and after consultation with its independent financial and legal advisors, that the Bidder’s unsolicited offer of $0.35 per share in cash is a Company Superior Proposal, as such term is defined in the QLT merger agreement. The Bidder supplemented its proposal with a definitive merger agreement and definitive loan documents that the Bidder has indicated it is prepared to execute upon InSite’s termination of the QLT merger agreement.

InSite has notified QLT of the InSite Board of Directors’ determination and will engage in discussions with the Bidder. InSite is required, and intends to, negotiate in good faith with QLT until 5:00 p.m. Pacific Time on Thursday, September 10, 2015 (the “Negotiation Period”) to allow QLT the opportunity to amend its merger agreement such that the Bidder’s proposal will no longer constitute a Company Superior Proposal. InSite is not permitted to enter into the Bidder’s merger agreement or to change its recommendation in favor of the QLT transaction unless, at the end of the Negotiation Period, the InSite Vision Board of Directors has determined that the Bidder’s offer continues to be a Company Superior Proposal. The Bidder has stated that its offer will remain outstanding until the expiration of the Negotiation Period and any additional days thereafter necessary for the Bidder and InSite to enter into the definitive agreements provided by the Bidder.