Common use of Employment Agreements and Collective Agreements Clause in Contracts

Employment Agreements and Collective Agreements. None of QLT or any of the QLT Subsidiaries is a party to or bound or governed by (or currently negotiating in connection with entering into), or subject to, or has any liability with respect to: (i) any employment, retention or change of control agreement with, or any written or oral agreement, commitment, obligation, arrangement, plan or understanding providing for any retention, bonus, severance, change of control, retirement or termination payments to any current or, to the extent remaining outstanding, former director, officer or employee of QLT or any of QLT's Subsidiaries (each, an "Employment Agreement") in excess of $250,000; (ii) any collective bargaining or union agreements or other Contract with a labor union, labor organization or employee association, or any actual or, to the knowledge of QLT, threatened application for certification, recognition or bargaining rights in respect of QLT or any of the QLT Subsidiaries, or any Proceeding seeking to compel QLT or any of the QLT Subsidiaries to bargain with any labour organization as to wages or conditions of employment; (iii) any organized labour dispute, work stoppage or slowdown, strike or lock-out relating to or involving any employees of QLT or any of the QLT Subsidiaries; or (iv) any actual or, to the knowledge of QLT, threatened grievance, claim or other Proceeding arising out of or in connection with any labour or employment matter by QLT or any of the QLT Subsidiaries or the termination thereof except as would not be expected to have a Material Adverse Effect on QLT. True, complete and correct copies of the agreements, arrangements, plans and understandings referred to in paragraphs (i) and (ii) of this Section 3.1(q) have been provided or otherwise made available to Auxilium. Except as would not be expected to have a Material Adverse Effect on QLT, each of QLT and the QLT Subsidiaries is in material compliance with all applicable Laws (domestic and foreign), Orders, Contracts and QLT material policies relating to employment, employment practices, wages, hours and terms and conditions of employment.

Employment Agreements and Collective Agreements. None Except as set forth on Section 3.2(p) of QLT the Tribute Disclosure Letter, none of Tribute or any of the QLT Tribute Subsidiaries is a party to or bound or governed by (or currently negotiating in connection with entering into), or subject to, or has any liability with respect to: (i) any employment, retention or change of control agreement with, or any written or oral agreement, commitment, obligation, arrangement, plan or understanding providing for any retention, bonus, severance, change of control, retirement or termination payments to any current or, to the extent remaining any liability remains outstanding, former director, officer or employee of QLT Tribute or any of QLT's the Tribute Subsidiaries (each, an "a “Tribute Employment Agreement"”) in excess of $250,000; (ii) any collective bargaining or union agreements or other Contract with a labor union, labor organization or employee association, or any actual or, to the knowledge of QLTTribute, threatened application for certification, recognition or bargaining rights in respect of QLT Tribute or any of the QLT Tribute Subsidiaries, or any Proceeding seeking to compel QLT Tribute or any of the QLT Tribute Subsidiaries to bargain with any labour labor organization as to wages or conditions of employment; (iii) any organized labour labor dispute, work stoppage or slowdown, strike or lock-out relating to or involving any employees of QLT Tribute or any of the QLT Tribute Subsidiaries; or (iv) any actual or, to the knowledge of QLTTribute, threatened grievance, claim or other Proceeding arising out of or in connection with any labour labor or employment matter by QLT Tribute or any of the QLT Tribute Subsidiaries or the termination thereof except as would not be expected to have a Material Adverse Effect on QLTTribute. True, complete and correct copies of the agreements, arrangements, plans and understandings referred to in paragraphs (i) and (ii) of this Section 3.1(q3.2(p) have been provided or otherwise made available to AuxiliumPozen. Except as would not be expected to have a Material Adverse Effect on QLTTribute, each of QLT Tribute and the QLT Tribute Subsidiaries is in material compliance with all applicable Laws (domestic and foreign), Orders, Contracts and QLT Tribute material policies relating to employment, employment practices, wages, hours and terms and conditions of employment.

Employment Agreements and Collective Agreements. None Except as set forth on Section 3.1(p) of QLT the Pozen Disclosure Letter, none of Pozen or any of the QLT Pozen Subsidiaries is a party to or bound or governed by (or currently negotiating in connection with entering into), or subject to, or has any liability with respect to: (i) any employment, retention or change of control agreement with, or any written or oral agreement, commitment, obligation, arrangement, plan or understanding providing for any retention, bonus, severance, change of control, retirement or termination payments to any current or, to the extent remaining any liability remains outstanding, former director, officer or employee of QLT Pozen or any of QLT's the Pozen Subsidiaries (each, an "“Pozen Employment Agreement"”) in excess of $250,000; (ii) any collective bargaining or union agreements or other Contract with a labor union, labor organization or employee association, or any actual or, to the knowledge of QLTPozen, threatened application for certification, recognition or bargaining rights in respect of QLT Pozen or any of the QLT Pozen Subsidiaries, or any Proceeding seeking to compel QLT Pozen or any of the QLT Pozen Subsidiaries to bargain with any labour labor organization as to wages or conditions of employment; (iii) any organized labour labor dispute, work stoppage or slowdown, strike or lock-out relating to or involving any employees of QLT Pozen or any of the QLT Pozen Subsidiaries; or (iv) any actual or, to the knowledge of QLTPozen, threatened grievance, claim or other Proceeding arising out of or in connection with any labour labor or employment matter by QLT Pozen or any of the QLT Pozen Subsidiaries or the termination thereof except as would not be expected to have a Material Adverse Effect on QLTPozen. True, complete and correct copies of the agreements, arrangements, plans and understandings referred to in paragraphs (i) and (ii) of this Section 3.1(q3.1(p) have been provided or otherwise made available to AuxiliumPozen. Except as would not be expected to have a Material Adverse Effect on QLTPozen, each of QLT Pozen and the QLT Pozen Subsidiaries is in material compliance with all applicable Laws (domestic and foreign), Orders, Contracts and QLT Pozen material policies relating to employment, employment practices, wages, hours and terms and conditions of employment.

Employment Agreements and Collective Agreements. None of QLT Auxilium or any of the QLT Auxilium Subsidiaries is a party to or bound or governed by (or currently negotiating in connection with entering into), or subject to, or has any liability with respect to: (i) any employment, retention or change of control agreement with, or any written or oral agreement, commitment, obligation, arrangement, plan or understanding providing for any retention, bonus, severance, change of control, retirement or termination payments to any current or, to the extent remaining outstanding, former director, officer or employee of QLT Auxilium or any of QLT's the Auxilium Subsidiaries (each, an "“Employment Agreement"”) in excess of $250,000; (ii) any collective bargaining or union agreements or other Contract with a labor union, labor organization or employee association, or any actual or, to the knowledge of QLTAuxilium, threatened application for certification, recognition or bargaining rights in respect of QLT Auxilium or any of the QLT Auxilium Subsidiaries, or any Proceeding seeking to compel QLT Auxilium or any of the QLT Auxilium Subsidiaries to bargain with any labour labor organization as to wages or conditions of employment; (iii) any organized labour labor dispute, work stoppage or slowdown, strike or lock-out relating to or involving any employees of QLT Auxilium or any of the QLT Auxilium Subsidiaries; or (iv) any actual or, to the knowledge of QLTAuxilium, threatened grievance, claim or other Proceeding arising out of or in connection with any labour labor or employment matter by QLT Auxilium or any of the QLT Auxilium Subsidiaries or the termination thereof except as would not be expected to have a Material Adverse Effect on QLTAuxilium. True, complete and correct copies of the agreements, arrangements, plans and understandings referred to in paragraphs (i) and (ii) of this Section 3.1(q3.1(p) have been provided or otherwise made available to Auxilium. Except as would not be expected to have a Material Adverse Effect on QLTAuxilium, each of QLT Auxilium and the QLT Auxilium Subsidiaries is in material compliance with all applicable Laws (domestic and foreign), Orders, Contracts and QLT Auxilium material policies relating to employment, employment practices, wages, hours and terms and conditions of employment.

Employment Agreements and Collective Agreements. None (i) Except as disclosed in the KML Disclosure Letter, neither KML nor any Subsidiary of QLT or any of the QLT Subsidiaries KML is a party to any employment agreement with any officer or bound employee or governed by (any agreement or currently negotiating in connection with entering into)policy providing for severance, or subject totermination, or has any liability with respect to: (i) any employment, retention or change of control agreement withpayments, or cash or other compensation, benefits or acceleration of benefits to any written KML Employee upon the consummation of, or oral agreementrelating to the transactions contemplated by this Agreement, commitment, obligation, arrangement, plan or understanding providing for any retention, bonus, severance, including a change of controlcontrol of the KML or any of its Subsidiaries; provided that, retirement severance or termination payments made to any current or, non-officer employees in the ordinary course of business shall not be subject to the extent remaining outstanding, former director, officer or employee of QLT or any of QLT's Subsidiaries (each, an "Employment Agreement") in excess of $250,000;foregoing. (ii) Except as disclosed in the KML Disclosure Letter (A) neither KML nor any Subsidiary of KML is a party to, or is bound by, any union recognition agreement, collective bargaining or other union agreements or other Contract with a labor union, labor organization or employee associationassociation agreement, or any actual or, to the knowledge of QLTKML, threatened application for certification, recognition certification or bargaining rights in or letter of understanding, with respect to any current or former employee of QLT KML or any of the QLT its Subsidiaries; and (B) no trade union, council of trade unions, labor union, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any Proceeding seeking to compel QLT of KML or any of its Subsidiaries employees by way of certification, interim certification, voluntary recognition, or succession rights; and (C) during the QLT Subsidiaries to bargain with any labour organization as to wages or conditions of employment; (iii) any organized labour disputelast five years, work stoppage or slowdown, strike or lock-out relating to or involving any employees of QLT or any of the QLT Subsidiaries; or (iv) any actual no Person has petitioned and no Person is now petitioning or, to the knowledge of QLTKML has threatened to petition, threatened grievance, claim or other Proceeding arising out for union representation of or in connection with any labour or employment matter by QLT of the employees of KML or any of its Subsidiaries. To the QLT knowledge of KML, no individual who has performed services for KML or any of its Subsidiaries has been improperly included or excluded from participation in any KML Employee Plan. (iii) There is no labour strike, dispute, lock-out work slowdown or stoppage pending or involving or, to the termination thereof except as would not be expected knowledge of KML, threatened against KML or any Subsidiary of KML. No trade union has applied to have KML or a Material Adverse Effect Subsidiary of KML declared a related successor, or common employer pursuant to the Labour Relations Code (Alberta) or any similar legislation in any jurisdiction in which KML or any Subsidiary of KML carries on QLT. Truebusiness. (iv) Since January 1, complete 2018, neither KML nor any of its Subsidiaries has engaged in any unfair labour practice and correct copies no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of the agreementsKML, arrangements, plans and understandings referred to in paragraphs threatened against KML or any of its Subsidiaries. (iv) and (ii) of this Section 3.1(q) have been provided or otherwise made available to Auxilium. Except as would not be expected to have a Material Adverse Effect on QLTdisclosed in the KML Disclosure Letter, each of QLT and the QLT Subsidiaries KML is in material compliance with all applicable Laws (domestic and foreign), Orders, Contracts and QLT material policies relating to employment, employment practices, wages, hours and terms and conditions of employment and all Laws respecting employment and labour, including pay equity, human rights, privacy, employment standards, worker’s compensation and occupational health and safety, and there are no outstanding actual or threatened claims, complaints, investigations or orders under any such Laws. (vi) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, overtime pay and other employee benefits or contractor payments in respect of current or former directors, officers, consultants or employees of KML or any of its Subsidiaries which are attributable to the period before the Effective Date have been paid or are accurately reflected in the books and records of KML or its Subsidiaries, as applicable. (vii) There are no material outstanding assessments, penalties, fines liens, charges, surcharges, or other amounts due or owing by KML or any of its Subsidiaries pursuant to any workers’ compensation legislation and none of KML or any of its Subsidiaries has been reassessed under such legislation in the past three years and, to the knowledge of KML, no audit of any of KML or any of its Subsidiaries is currently being performed pursuant to any applicable worker’s compensation legislation. (viii) Except as disclosed in the KML Disclosure Letter, to the knowledge of KML, there are no charges pending under applicable occupational health and safety legislation (“OHSA”). KML and each of its Subsidiaries have complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding. (ix) A correct and complete list of each employee, whether actively at work or not, showing without names or employee numbers their salaries, wage rates, commissions, bonus arrangements, positions, status as full-time or part-time employees, location of employment, cumulative length of recognized service with the KML or any Subsidiary of KML, whether they are subject to a written employment agreement, was made available to Pembina prior to the date hereof as described in the KML Disclosure Letter. (x) Except as disclosed in the KML Disclosure Letter, there are no retirees or terminated employees of KML or any of its Subsidiaries to whom KML or any of its Subsidiaries has any material benefits responsibility or other continuing or contingent material obligation. (xi) Except as disclosed in the KML Disclosure Letter, no employees or consultant of KML or any of its Subsidiaries has any written agreement as to length of notice or severance payment required to terminate his or her employment or services. (xii) To the knowledge of KML, no officer, director, consultant or employee of KML or any of its Subsidiaries is in violation of any non-competition, non-solicitation, non-disclosure or any similar agreement with any Person. (xiii) KML has made available to Pembina originals or copies of all agreements, policies or practices used by KML or any of its Subsidiaries in connection with employment with KML or any of its Subsidiaries, including any arrangement or practice of KML regarding redundancy or severance payments, whether contractual, customary or discretionary.

Employment Agreements and Collective Agreements. None (i) Except as disclosed in the KML Disclosure Letter, neither KML nor any Subsidiary of QLT or any of the QLT Subsidiaries KML is a party to any employment agreement with any officer or bound employee or governed by (any agreement or currently negotiating in connection with entering into)policy providing for severance, or subject totermination, or has any liability with respect to: (i) any employment, retention or change of control agreement withpayments, or cash or other compensation, benefits or acceleration of benefits to any written KML Employee upon the consummation of, or oral agreementrelating to the transactions contemplated by this Agreement, commitment, obligation, arrangement, plan or understanding providing for any retention, bonus, severance, including a change of controlcontrol of KML or any of its Subsidiaries; provided that, retirement severance or termination payments made to any current or, non-officer employees in the ordinary course of business shall not be subject to the extent remaining outstanding, former director, officer or employee of QLT or any of QLT's Subsidiaries (each, an "Employment Agreement") in excess of $250,000;foregoing. (ii) Except as disclosed in the KML Disclosure Letter (A) neither KML nor any Subsidiary of KML is a party to, or is bound by, any union recognition agreement, collective bargaining or other union agreements or other Contract with a labor union, labor organization or employee associationassociation agreement, or any actual or, to the knowledge of QLTKML, threatened application for certification, recognition certification or bargaining rights in or letter of understanding, with respect to any current or former employee of QLT KML or any of the QLT its Subsidiaries; and (B) no trade union, council of trade unions, labor union, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any Proceeding seeking to compel QLT of KML or any of its Subsidiaries employees by way of certification, interim certification, voluntary recognition, or succession rights; and (C) during the QLT Subsidiaries to bargain with any labour organization as to wages or conditions of employment; (iii) any organized labour disputelast five years, work stoppage or slowdown, strike or lock-out relating to or involving any employees of QLT or any of the QLT Subsidiaries; or (iv) any actual no Person has petitioned and no Person is now petitioning or, to the knowledge of QLTKML has threatened to petition, threatened grievance, claim or other Proceeding arising out for union representation of or in connection with any labour or employment matter by QLT of the employees of KML or any of its Subsidiaries. To the QLT knowledge of KML, no individual who has performed services for KML or any of its Subsidiaries has been improperly included or excluded from participation in any KML Employee Plan. (iii) There is no labour strike, dispute, lock-out work slowdown or stoppage pending or involving or, to the termination thereof except as would not be expected knowledge of KML, threatened against KML or any Subsidiary of KML. No trade union has applied to have KML or a Material Adverse Effect Subsidiary of KML declared a related successor, or common employer pursuant to the Labour Relations Code (Alberta) or any similar legislation in any jurisdiction in which KML or any Subsidiary of KML carries on QLT. Truebusiness. (iv) Since January 1, complete 2018, neither KML nor any of its Subsidiaries has engaged in any unfair labour practice and correct copies no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of the agreementsKML, arrangements, plans and understandings referred to in paragraphs threatened against KML or any of its Subsidiaries. (iv) and (ii) of this Section 3.1(q) have been provided or otherwise made available to Auxilium. Except as would not be expected to have a Material Adverse Effect on QLTdisclosed in the KML Disclosure Letter, each of QLT and the QLT Subsidiaries KML is in material compliance with all applicable Laws (domestic and foreign), Orders, Contracts and QLT material policies relating to employment, employment practices, wages, hours and terms and conditions of employment and all Laws respecting employment and labour, including pay equity, human rights, privacy, employment standards, worker’s compensation and occupational health and safety, and there are no outstanding actual or threatened claims, complaints, investigations or orders under any such Laws. (vi) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, overtime pay and other employee benefits or contractor payments in respect of current or former directors, officers, consultants or employees of KML or any of its Subsidiaries which are attributable to the period before the Effective Date have been paid or are accurately reflected in the books and records of KML or its Subsidiaries, as applicable. (vii) There are no material outstanding assessments, penalties, fines liens, charges, surcharges, or other amounts due or owing by KML or any of its Subsidiaries pursuant to any workers’ compensation legislation and none of KML or any of its Subsidiaries has been reassessed under such legislation in the past three years and, to the knowledge of KML, no audit of any of KML or any of its Subsidiaries is currently being performed pursuant to any applicable worker’s compensation legislation. (viii) Except as disclosed in the KML Disclosure Letter, to the knowledge of KML, there are no charges pending under applicable occupational health and safety legislation (“OHSA”). KML and each of its Subsidiaries have complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding. (ix) A correct and complete list of each employee, whether actively at work or not, showing without names or employee numbers their salaries, wage rates, commissions, bonus arrangements, positions, status as full-time or part-time employees, location of employment, cumulative length of recognized service with KML or any Subsidiary of KML, whether they are subject to a written employment agreement, was made available to Pembina prior to the date hereof as described in the KML Disclosure Letter. (x) Except as disclosed in the KML Disclosure Letter, there are no retirees or terminated employees of KML or any of its Subsidiaries to whom KML or any of its Subsidiaries has any material benefits responsibility or other continuing or contingent material obligation. (xi) Except as disclosed in the KML Disclosure Letter, no employees or consultant of KML or any of its Subsidiaries has any written agreement as to length of notice or severance payment required to terminate his or her employment or services. (xii) To the knowledge of KML, no officer, director, consultant or employee of KML or any of its Subsidiaries is in violation of any non-competition, non-solicitation, non-disclosure or any similar agreement with any Person. (xiii) KML has made available to Pembina originals or copies of all agreements, policies or practices used by KML or any of its Subsidiaries in connection with employment with KML or any of its Subsidiaries, including any arrangement or practice of KML regarding redundancy or severance payments, whether contractual, customary or discretionary.