Common use of Pension and Employee Benefits Clause in Contracts

Pension and Employee Benefits. (i) Section 3.1(r)(i) of the QLT Disclosure Letter sets forth a true, complete and correct list of each employee benefit and compensation plan, agreement, program or arrangement, whether written or unwritten, including without limitation, any option, restricted share unit, deferred share unit, stock purchase, or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, profit sharing plan, unemployment or severance compensation plan or health and welfare plan, or Employment Agreement, for any current or former employee or director, to the extent the potential liability remains outstanding, of, or other service provider to, QLT or any of its Subsidiaries participates in, is a party or contributes to, or with respect to which QLT or any of its Subsidiaries could reasonably be expected to have any liability (each, a "QLT Plan"). (ii) With respect to each QLT Plan, QLT has provided or otherwise made available to Auxilium in the QLT Data Room or in the QLT Public Disclosure Record (A) a true and complete copy of each QLT Plan, including any amendments thereto and all material supporting documents; (B) latest annual report, if any; (C) copies of all material communications received in the last three years with applicable Government Authority; (D) each trust or other funding arrangement, (E) each summary plan description (if applicable) and (F) where applicable, the most recent financial statements and actuarial or other valuation reports prepared with respect thereto. (iii) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee or officer of QLT to termination or severance pay, unemployment compensation or any other payment, (B) accelerate the time of funding (through a grantor trust or otherwise), payment or vesting, or increase the amount of compensation or benefit due any such employee or officer, or (C) cause amounts payable under the Employee Plans to fail to be deductible for U.S. federal income tax purposes by virtue of Section 280G of the Code. No employee or individual consultant or independent contractor is entitled to receive any gross-up or additional payment by reason of the tax required by Section 409A or 4999 of the Code being imposed upon such person. (iv) Each QLT Plan has been established, registered, qualified, funded, invested, operated and administered in all material respects in accordance with its terms and applicable Law (including Section 409A of the Code). There are no pending, or to the knowledge of QLT, threatened actions, suits, disputes or claims by or on behalf of any QLT Plan, by any employee or beneficiary covered under any such QLT Plan, as applicable, or otherwise involving any such QLT Plan (other than routine claims for benefits). (v) No QLT Plan provides welfare or post-retirement benefits, including without limitation, death or medical benefits (whether or not insured), beyond retirement or termination of service to employees or former employees or to the beneficiaries or dependents of such employees, other than coverage mandated solely by applicable Law. (vi) No QLT Plan is governed by, and QLT has no liability under, Section 401(a) of the Code or US Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Neither QLT, nor any Person that is a member of a "controlled group of corporations" with, or is under "common control" with, or is a member of the same "affiliated service group", with QLT, in each case as defined in Sections 414(b), (c), (m) or (o) of the Code sponsors, contributes to or has any liability under, and in the past six years sponsored, contributed to or had liability under, a plan subject to Title IV or Section 302 of ERISA. (vii) No QLT Plan is a "registered pension plan" as defined in s. 248(1) of the Tax Act. (viii) There has been no amendment to, written interpretation or announcement (whether or not written) by QLT or any of its Subsidiaries relating to, or change in employee participation or coverage under, a QLT Plan which would increase materially the expense of maintaining such QLT Plan above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 2013. There has been no termination of any material QLT Plan since January 1, 2014. (ix) All contributions, premiums or Taxes required to be made or paid by QLT or any of its Subsidiaries, as the case may be, under or in connection with the QLT Plans have been made in a timely fashion in accordance with Laws and the terms of the applicable QLT Plan. There are no unfunded liabilities in respect of any QLT Plan and have been properly reflected in the QLT Financial Statements.

Pension and Employee Benefits. (i) Section 3.1(r)(i3.2(r)(i) of the QLT PLx Disclosure Letter sets forth a true, complete and correct list of each employee benefit and compensation plan, agreement, program or arrangement, whether written or unwritten, including without limitation, any option, restricted share unit, deferred share unit, stock purchase, or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, profit sharing plan, unemployment or severance compensation plan or health and welfare plan, or PLx Employment Agreement, for any current or former employee or director, to the extent the potential liability remains outstanding, of, or other service provider to, QLT PLx or any of its Subsidiaries participates in, is a party or contributes to, or with respect to which QLT PLx or any of its Subsidiaries could reasonably be expected to have any liability (each, a "QLT “PLx Plan"”). (ii) With respect to each QLT PLx Plan, QLT PLx has provided or otherwise made available to Auxilium in the QLT Data Room or in the QLT Public Disclosure Record DPRX (A) a true and complete copy of each QLT PLx Plan, including any amendments thereto and all material supporting documents; (B) latest annual report, if any; (C) copies of all material communications received in the last three years with applicable Government Authority; (D) each trust or other funding arrangement, (E) each summary plan description (if applicable) and (F) where applicable, the most recent financial statements and actuarial or other valuation reports prepared with respect thereto. (iii) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee or officer of QLT PLx to termination or severance pay, unemployment compensation or any other payment, (B) accelerate the time of funding (through a grantor trust or otherwise), payment or vesting, or increase the amount of compensation or benefit due any such employee or officer, or (C) cause amounts payable under the Employee PLx Plans to fail to be deductible for U.S. federal income tax purposes by virtue of Section 280G of the Code. No employee or individual consultant or independent contractor is entitled to receive any gross-up or additional payment by reason of the tax required by Section 409A or 4999 of the Code being imposed upon such person. (iv) Each QLT PLx Plan has been established, registered, qualified, funded, invested, operated and administered in all material respects in accordance with its terms and applicable Law (including Section 409A of the Code). There are no pending, or to the knowledge of QLTPLx, threatened actions, suits, disputes or claims by or on behalf of any QLT PLx Plan, by any employee or beneficiary covered under any such QLT PLx Plan, as applicable, or otherwise involving any such QLT PLx Plan (other than routine claims for benefits). (v) No QLT PLx Plan provides welfare or post-retirement benefits, including without limitation, death or medical benefits (whether or not insured), beyond retirement or termination of service to employees or former employees or to the beneficiaries or dependents of such employees, other than coverage mandated solely by applicable Law. (vi) No QLT PLx Plan is governed by, and QLT PLx has no liability under, Section 401(a) of the Code or US Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Neither QLTPLx, nor any Person that is a member of a "“controlled group of corporations" ” with, or is under "“common control" ” with, or is a member of the same "“affiliated service group"”, with QLTPLx, in each case as defined in Sections 414(b), (c), (m) or (o) of the Code sponsors, contributes to or has any liability under, and in the past six years sponsored, contributed to or had liability under, a plan subject to Title IV or Section 302 of ERISA. (vii) No QLT Plan is a "registered pension plan" as defined in s. 248(1) of the Tax Act. (viii) There has been no amendment to, written interpretation or announcement (whether or not written) by QLT PLx or any of its Subsidiaries relating to, or change in employee participation or coverage under, a QLT PLx Plan which would increase materially the expense of maintaining such QLT PLx Plan above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 20132015. There has been no termination of any material QLT PLx Plan since January 1, 20142016. (ixviii) All contributions, premiums or Taxes required to be made or paid by QLT PLx or any of its Subsidiaries, as the case may be, under or in connection with the QLT PLx Plans have been made in a timely fashion in accordance with Laws and the terms of the applicable QLT PLx Plan. There are no unfunded liabilities in respect of any QLT PLx Plan and have been properly reflected in the QLT PLx Financial Statements.

Pension and Employee Benefits. (i) Section 3.1(r)(i) of the QLT Acasti Disclosure Letter sets forth a true, complete and correct list of each material employee benefit plan (within the meaning of Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974), as amended (“ERISA”), whether or not subject to ERISA, and each other material employee benefit or compensation plan, agreement, program program, policy or arrangement, whether written or unwritten, including without limitation, any option, restricted share, restricted share unit, deferred share unit, stock purchase, phantom stock, or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, medical or life insurance, retiree medical or life insurance, profit sharing plan, unemployment or severance compensation plan or health and welfare plan, or Employment Agreement, that is maintained, established, sponsored or contributed to (or required to be contributed to) by Acasti or any Acasti ERISA Affiliate for the benefit of, or that Acasti or any Acasti Subsidiary is a party to with, any current or former employee or director, (to the extent the potential any liability remains outstanding) employee, individual independent contractor or director, of, or other service provider to, QLT Acasti or any Acasti Subsidiary or any of its Subsidiaries participates in, is a party their dependents or contributes to, beneficiaries or with respect to which QLT Acasti or any of its Subsidiaries could Acasti Subsidiary would reasonably be expected to have any liability (each, without regard to any materiality qualifier contained above, a "QLT “Acasti Plan"”). (ii) With respect to each QLT material Acasti Plan, QLT Acasti has provided or otherwise made available to Auxilium Grace in the QLT Acasti Data Room or in the QLT Acasti Public Disclosure Record (A) a true and complete copy of each QLT such material Acasti Plan, including any amendments thereto and all material supporting documentsthereto; (B) latest annual report, if any; (C) copies of all material communications received in the last three years with applicable Government Authority; (D) each trust or other funding arrangement, (ED) each summary plan description (if applicable), (E) and the most recent IRS determination letter or opinion letter, as applicable, (F) where applicable, the most recent financial statements and actuarial or other valuation reports prepared with respect theretothereto and (G) written summaries of any material non-written Acasti Plan. (iii) The Except as set forth in Section 3.1(r)(iii) of the Acasti Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee employee, individual independent contractor, officer or officer director of QLT Acasti or any Acasti Subsidiary to termination or severance pay, unemployment compensation or any other paymentpayment or benefit, (B) accelerate the time of funding (through a grantor trust or otherwise)funding, payment or vesting, or increase the amount of compensation or benefit due any such employee current or officerformer employee, individual independent contractor, officer or director, or (C) cause amounts payable under the Employee Plans or benefits provided to fail to be deductible for U.S. federal income tax purposes by virtue of Section 280G of the Code or result in any excise tax owing under Section 4999 of the Code. No current or former employee or individual consultant or independent contractor is entitled to receive any gross-up or additional payment by reason of the tax required by Section 409A or 4999 of the Code being imposed upon such person. (iv) Each QLT Acasti Plan has been established, registered, qualified, funded, invested, operated and administered in all material respects in accordance with its terms and applicable Law (including Section 409A of the Code)Law. There are no pending, or to the knowledge of QLTAcasti, threatened material actions, suits, disputes or claims by or on behalf of any QLT Acasti Plan, by any employee or beneficiary covered under any such QLT Acasti Plan, as applicable, or otherwise involving any such QLT Acasti Plan (other than routine claims for benefits). (v) Each Acasti Plan intended to qualify under Section 401(a) of the Code is the subject of an opinion or determination letter from the IRS upon which it can rely and, to the knowledge of Acasti, there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of any such Acasti Plan. (vi) No QLT Acasti Plan provides health or welfare or post-retirement benefits, including without limitation, death or medical benefits (whether or not insured), beyond retirement or termination of service to employees current or former employees employees, individual independent contractors or directors or to the beneficiaries or dependents of such employeesperson, other than coverage mandated solely by applicable Law. (vivii) No QLT Plan is governed by, and QLT has no liability under, Section 401(a) of the Code or US Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Neither QLTAcasti, nor any Person that is a member of a "controlled group of corporations" with, or is under "common control" with, or is a member of the same "affiliated service group", with QLT, in each case as defined in Sections 414(b), (c), (m) or (o) of the Code Acasti ERISA Affiliate sponsors, contributes to or has any liability (including contingent liability) under, and or in the past six years sponsored, contributed to or had liability underunder (including any contingent liability), (i) a plan subject to Title IV or Section 302 of ERISA or Sections 412 or 430 of the Code (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA), (ii) a “multiple employer plan” as defined in Section 413(c) of the Code, or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (viiviii) No QLT Acasti Plan is a "“registered pension plan" ” as defined in s. 248(1) of the Tax Act. (viii) There has been no amendment to, written interpretation or announcement (whether or not written) by QLT or any of its Subsidiaries relating to, or change in employee participation or coverage under, a QLT Plan which would increase materially the expense of maintaining such QLT Plan above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 2013. There has been no termination of any material QLT Plan since January 1, 2014. (ix) All contributions, premiums or Taxes required to be made or paid by QLT or any of its Subsidiaries, as the case may be, under or in connection with the QLT Plans have been made in a timely fashion in accordance with Laws and the terms of the applicable QLT Plan. There are no unfunded liabilities in respect of any QLT Plan and have been properly reflected in the QLT Financial Statements.

Pension and Employee Benefits. (i) Section 3.1(r)(i) of the QLT DPRX Disclosure Letter sets forth a true, complete and correct list of each employee benefit and compensation plan, agreement, program or arrangement, whether written or unwritten, including without limitation, any option, restricted share unit, deferred share unit, stock purchase, or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, profit sharing plan, unemployment or severance compensation plan or health and welfare plan, or DPRX Employment Agreement, for any current or former employee or director, to the extent the potential liability remains outstanding, of, or other service provider to, QLT DPRX or any of its Subsidiaries participates in, is a party or contributes to, or with respect to which QLT DPRX or any of its Subsidiaries could reasonably be expected to have any liability (each, a "QLT “DPRX Plan"”). (ii) With respect to each QLT DPRX Plan, QLT DPRX has provided or otherwise made available to Auxilium in the QLT Data Room or in the QLT Public Disclosure Record PLx (A) a true and complete copy of each QLT DPRX Plan, including any amendments thereto and all material supporting documents; (B) latest annual report, if any; (C) copies of all material communications received in the last three years with applicable Government Authority; (D) each trust or other funding arrangement, (E) each summary plan description (if applicable) and (F) where applicable, the most recent financial statements and actuarial or other valuation reports prepared with respect thereto. (iii) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee or officer of QLT DPRX to termination or severance pay, unemployment compensation or any other payment, (B) accelerate the time of funding (through a grantor trust or otherwise), payment or vesting, or increase the amount of compensation or benefit due any such employee or officer, or (C) cause amounts payable under the Employee DPRX Plans to fail to be deductible for U.S. federal income tax purposes by virtue of Section 280G of the Code. No employee or individual consultant or independent contractor is entitled to receive any gross-up or additional payment by reason of the tax required by Section 409A or 4999 of the Code being imposed upon such person. (iv) Each QLT DPRX Plan has been established, registered, qualified, funded, invested, operated and administered in all material respects in accordance with its terms and applicable Law (including Section 409A of the Code). There are no pending, or to the knowledge of QLTDPRX, threatened actions, suits, disputes or claims by or on behalf of any QLT DPRX Plan, by any employee or beneficiary covered under any such QLT DPRX Plan, as applicable, or otherwise involving any such QLT DPRX Plan (other than routine claims for benefits). (v) No QLT DPRX Plan provides welfare or post-retirement benefits, including without limitation, death or medical benefits (whether or not insured), beyond retirement or termination of service to employees or former employees or to the beneficiaries or dependents of such employees, other than coverage mandated solely by applicable Law. (vi) No QLT DPRX Plan is governed by, and QLT DPRX has no liability under, Section 401(a) of the Code or US Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”). Neither QLTDPRX, nor any Person that is a member of a "“controlled group of corporations" ” with, or is under "“common control" ” with, or is a member of the same "“affiliated service group"”, with QLTDPRX, in each case as defined in Sections 414(b), (c), (m) or (o) of the Code sponsors, contributes to or has any liability under, and in the past six years sponsored, contributed to or had liability under, a plan subject to Title IV or Section 302 of ERISA. (vii) No QLT Plan is a "registered pension plan" as defined in s. 248(1) of the Tax Act. (viii) There has been no amendment to, written interpretation or announcement (whether or not written) by QLT DPRX or any of its Subsidiaries relating to, or change in employee participation or coverage under, a QLT DPRX Plan which would increase materially the expense of maintaining such QLT DPRX Plan above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 20132015. There has been no termination of any material QLT DPRX Plan since January 1, 20142016. (ixviii) All contributions, premiums or Taxes required to be made or paid by QLT DPRX or any of its Subsidiaries, as the case may be, under or in connection with the QLT DPRX Plans have been made in a timely fashion in accordance with Laws and the terms of the applicable QLT DPRX Plan. There are no unfunded liabilities in respect of any QLT DPRX Plan and have been properly reflected in the QLT DPRX Financial Statements.

Pension and Employee Benefits. (i) Section 3.1(r)(i) of the QLT DPRX Disclosure Letter sets forth a true, complete and correct list of each employee benefit and compensation plan, agreement, program or arrangement, whether written or unwritten, including without limitation, any option, restricted share unit, deferred share unit, stock purchase, or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, profit sharing plan, unemployment or severance compensation plan or health and welfare plan, or DPRX Employment Agreement, for any current or former employee or director, to the extent the potential liability remains outstanding, of, or other service provider to, QLT DPRX or any of its Subsidiaries participates in, is a party or contributes to, or with respect to which QLT DPRX or any of its Subsidiaries could reasonably be expected to have any liability (each, a "QLT “DPRX Plan"”). (ii) With respect to each QLT DPRX Plan, QLT DPRX has provided or otherwise made available to Auxilium in the QLT Data Room or in the QLT Public Disclosure Record PLx (A) a true and complete copy of each QLT DPRX Plan, including any amendments thereto and all material supporting documents; (B) latest annual report, if any; (C) copies of all material communications received in the last three years with applicable Government Authority; (D) each trust or other funding arrangement, (E) each summary plan description (if applicable) and (F) where applicable, the most recent financial statements and actuarial or other valuation reports prepared with respect thereto. (iii) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee or officer of QLT DPRX to termination or severance pay, unemployment compensation or any other payment, (B) accelerate the time of funding (through a grantor trust or otherwise), payment or vesting, or increase the amount of compensation or benefit due any such employee or officer, or (C) cause amounts payable under the Employee DPRX Plans to fail to be deductible for U.S. federal income tax purposes by virtue of Section 280G of the Code. No employee or individual consultant or independent contractor is entitled to receive any gross-gross- up or additional payment by reason of the tax required by Section 409A or 4999 of the Code being imposed upon such person. (iv) Each QLT DPRX Plan has been established, registered, qualified, funded, invested, operated and administered in all material respects in accordance with its terms and applicable Law (including Section 409A of the Code). There are no pending, or to the knowledge of QLTDPRX, threatened actions, suits, disputes or claims by or on behalf of any QLT DPRX Plan, by any employee or beneficiary covered under any such QLT DPRX Plan, as applicable, or otherwise involving any such QLT DPRX Plan (other than routine claims for benefits). (v) No QLT DPRX Plan provides welfare or post-retirement benefits, including without limitation, death or medical benefits (whether or not insured), beyond retirement or termination of service to employees or former employees or to the beneficiaries or dependents of such employees, other than coverage mandated solely by applicable Law. (vi) No QLT DPRX Plan is governed by, and QLT DPRX has no liability under, Section 401(a) of the Code or US Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”). Neither QLTDPRX, nor any Person that is a member of a "“controlled group of corporations" ” with, or is under "“common control" ” with, or is a member of the same "“affiliated service group"”, with QLTDPRX, in each case as defined in Sections 414(b), (c), (m) or (o) of the Code sponsors, contributes to or has any liability under, and in the past six years sponsored, contributed to or had liability under, a plan subject to Title IV or Section 302 of ERISA. (vii) No QLT Plan is a "registered pension plan" as defined in s. 248(1) of the Tax Act. (viii) There has been no amendment to, written interpretation or announcement (whether or not written) by QLT DPRX or any of its Subsidiaries relating to, or change in employee participation or coverage under, a QLT DPRX Plan which would increase materially the expense of maintaining such QLT DPRX Plan above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 20132015. There has been no termination of any material QLT DPRX Plan since January 1, 20142016. (ixviii) All contributions, premiums or Taxes required to be made or paid by QLT DPRX or any of its Subsidiaries, as the case may be, under or in connection with the QLT DPRX Plans have been made in a timely fashion in accordance with Laws and the terms of the applicable QLT DPRX Plan. There are no unfunded liabilities in respect of any QLT DPRX Plan and have been properly reflected in the QLT DPRX Financial Statements.

Pension and Employee Benefits. (i) Section 3.1(r)(i) of the QLT Disclosure Letter sets forth a true, complete and correct list of each material employee benefit plan (within the meaning of Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and each other material employee benefit or compensation plan, agreement, program program, policy or arrangement, whether written or unwritten, including without limitation, any option, restricted share unit, deferred share unit, stock purchase, or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, retiree medical or life insurance, profit sharing plan, unemployment or severance compensation plan or health and welfare plan, or Employment Agreement, that is maintained, established, sponsored or contributed to (or required to be contributed to) by QLT or any QLT Subsidiary for the benefit of, or that QLT or any QLT Subsidiary is a party to with, any current or former employee or director, (to the extent the potential any liability remains outstanding) employee, individual independent contractor or director, of, or other service provider to, QLT or any QLT Subsidiary or any of its Subsidiaries participates in, is a party or contributes to, their beneficiaries or with respect to which QLT or any of its Subsidiaries could QLT Subsidiary would reasonably be expected to have any liability (each, without regard to any materiality qualifier contained above, a "“QLT Plan"”). (ii) With respect to each material QLT Plan, QLT has provided or otherwise made available to Auxilium Aegerion in the QLT Data Room or in the QLT Public Disclosure Record (A) a true and complete copy of each such material QLT Plan, including any amendments thereto and all material supporting documentsthereto; (B) latest annual report, if any; (C) copies of all material communications received in the last three years with applicable Government Authority; (D) each trust or other funding arrangement, (ED) each summary plan description (if applicable), (E) and the most recent IRS determination letter or opinion letter, as applicable, (F) where applicable, the most recent financial statements and actuarial or other valuation reports prepared with respect theretothereto and (G) written summaries of any material non-written QLT Plan. (iii) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee employee, individual independent contractor, officer or officer director of QLT or any QLT Subsidiary to termination or severance pay, unemployment compensation or any other paymentmaterial payment or benefit, (B) accelerate the time of funding (through a grantor trust or otherwise)funding, payment or vesting, or increase the amount of compensation or benefit due any such employee current or officerformer employee, individual independent contractor, officer or director, or (C) cause amounts payable under the Employee Plans or benefits provided to fail to be deductible for U.S. federal income tax purposes by virtue of Section 280G of the Code or result in any excise tax owing under Section 4999 of the Code. No employee or individual consultant or independent contractor is entitled to receive any gross-up or additional payment by reason of the tax required by Section 409A or 4999 of the Code being imposed upon such person. (iv) Each QLT Plan has been established, registered, qualified, funded, invested, operated and administered in all material respects in accordance with its terms and applicable Law (including Section 409A of the Code)Law. There are no pending, or to the knowledge of QLT, threatened material actions, suits, disputes or claims by or on behalf of any QLT Plan, by any employee or beneficiary covered under any such QLT Plan, as applicable, or otherwise involving any such QLT Plan (other than routine claims for benefits). (v) Each QLT Plan intended to qualify under Section 401(a) of the Code is the subject of an opinion or determination letter from the IRS upon which it can rely. (vi) No QLT Plan provides welfare or post-retirement benefits, including without limitation, death or medical benefits (whether or not insured), beyond retirement or termination of service to employees current or former employees employees, individual independent contractors or directors or to the beneficiaries or dependents of such employeesperson, other than coverage mandated solely by applicable Law. (vivii) No QLT Plan is governed by, and QLT has no liability under, Section 401(a) of the Code or US Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Neither QLT, nor any Person that is a member of a "“controlled group of corporations" ” with, or is under "“common control" ” with, or is a member of the same "“affiliated service group"”, with QLT, in each case as defined in Sections 414(b), (c), (m) or (o) of the Code sponsors, contributes to or has any liability (including contingent liability) under, and or in the past six years sponsored, contributed to or had liability underunder (including any contingent liability), (i) a plan subject to Title IV or Section 302 of ERISA or Sections 412 or 430 of the Code (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA), (ii) a “multiple employer plan” as defined in Section 413(c) of the Code, or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (viiviii) No QLT Plan is a "“registered pension plan" ” as defined in s. 248(1) of the Tax Act. (viii) There has been no amendment to, written interpretation or announcement (whether or not written) by QLT or any of its Subsidiaries relating to, or change in employee participation or coverage under, a QLT Plan which would increase materially the expense of maintaining such QLT Plan above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 2013. There has been no termination of any material QLT Plan since January 1, 2014. (ix) All contributions, premiums or Taxes required to be made or paid by QLT or any of its Subsidiaries, as the case may be, under or in connection with the QLT Plans have been made in a timely fashion in accordance with Laws and the terms of the applicable QLT Plan. There are no unfunded liabilities in respect of any QLT Plan and have been properly reflected in the QLT Financial Statements.

Pension and Employee Benefits. (i) Section 3.1(r)(i3.2(r)(i) of the QLT Grace Disclosure Letter sets forth a true, complete and correct list of each material employee benefit plan (within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA, and each other material employee benefit or compensation plan, agreement, program program, policy or arrangement, whether written or unwritten, including without limitation, any option, restricted share, restricted share unit, deferred share unit, stock purchase, phantom stock, or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, profit sharing plan, medical or life insurance, retiree medical or life insurance, unemployment or severance compensation plan or health and welfare plan, or Employment Agreement, that is maintained, established, sponsored or contributed to (or required to be contributed to) by Grace for the benefit of, or that Grace is a party to with, any current or former employee or director, (to the extent the potential any liability remains outstanding) employee, individual consultant or independent contractor or director of, or other service provider to, QLT Grace or any of its Subsidiaries participates in, is a party their dependents or contributes to, beneficiaries or with respect to which QLT or any of its Subsidiaries could Grace would reasonably be expected to have any liability (each, without regard to any materiality qualifier contained above, a "QLT “Grace Plan"”). (ii) With respect to each QLT Grace Plan, QLT Grace has provided or otherwise made available to Auxilium Acasti in the QLT Grace Data Room or in the QLT Public Disclosure Record (A) a true and complete copy of each QLT such Grace Plan, including any amendments thereto and all material supporting documentsthereto; (B) latest annual report, if any; (C) copies of all material communications received in the last three years with applicable Government Authority; (D) each trust or other funding arrangement, (ED) each summary plan description (if applicable), (E) and the most recent IRS determination letter or opinion letter, as applicable, (F) where applicable, the most recent financial statements and actuarial or other valuation reports prepared with respect theretothereto and (G) written summaries of any non-written Grace Plan. (iii) The Except as otherwise set forth in Section 3.2(r)(iii) of the Grace Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, other than as contemplated by Section 2.1 of this Agreement, (A) entitle any current or former employee employee, individual independent contractor, officer or officer director of QLT Grace to termination or severance pay, unemployment compensation pay or any other paymentpayment or benefit, (B) accelerate the time of funding (through a grantor trust or otherwise)funding, payment or vesting, or increase the amount of compensation or benefit due any such employee current or officerformer employee, individual independent contractor, officer or director, or (C) cause amounts payable under the Employee Plans or benefits provided to fail to be deductible for U.S. federal income tax purposes by virtue of Section 280G of the Code or result in any excise tax owing under Section 4999 of the Code. No current or former employee or individual consultant or independent contractor is entitled to receive any gross-up or additional payment by reason of the tax required by Section 409A or 4999 of the Code being imposed upon such person. (iv) Each QLT Grace Plan has been established, registered, qualified, funded, invested, operated and administered in all material respects in accordance with its terms and applicable Law (including Section 409A of the Code)Law. There are no pending, or to the knowledge of QLTGrace, threatened material actions, suits, disputes or claims by or on behalf of any QLT Grace Plan, by any employee or beneficiary covered under any such QLT Grace Plan, as applicable, or otherwise involving any such QLT Grace Plan (other than routine claims for benefits). (v) Each Grace Plan intended to qualify under Section 401(a) of the Code is the subject of an opinion or determination letter from the IRS upon which it can rely and, to the knowledge of Grace, there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of any such Grace Plan. (vi) No QLT Grace Plan provides health or welfare or post-retirement benefits, including without limitation, death or medical benefits (whether or not insured), beyond retirement or termination of service to employees current or former employees employees, individual independent contractors or directors or to the beneficiaries or dependents of such employeesperson, other than coverage mandated solely by applicable Law. (vivii) No QLT Plan is governed by, and QLT has no liability under, Section 401(a) of the Code or US Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Neither QLTGrace, nor any Person that is a member of a "controlled group of corporations" withGrace ERISA Affiliate, or is under "common control" with, or is a member of the same "affiliated service group", with QLT, in each case as defined in Sections 414(b), (c), (m) or (o) of the Code sponsors, contributes to or has any liability under, and or in the past six years sponsored, contributed to or had liability under, (i) a plan subject to Title IV or Section 302 of ERISA or Sections 412 or 430 of the Code (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA), (ii) a “multiple employer plan” as defined in Section 413(c) of the Code, or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (viiviii) No QLT Grace Plan is a "“registered pension plan" ” as defined in s. 248(1) of the Tax Act. (viii) There has been no amendment to, written interpretation or announcement (whether or not written) by QLT or any of its Subsidiaries relating to, or change in employee participation or coverage under, a QLT Plan which would increase materially the expense of maintaining such QLT Plan above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 2013. There has been no termination of any material QLT Plan since January 1, 2014. (ix) All contributions, premiums or Taxes required to be made or paid by QLT or any of its Subsidiaries, as the case may be, under or in connection with the QLT Plans have been made in a timely fashion in accordance with Laws and the terms of the applicable QLT Plan. There are no unfunded liabilities in respect of any QLT Plan and have been properly reflected in the QLT Financial Statements.

Pension and Employee Benefits. (i) Section 3.1(r)(i3.2(r)(i) of the QLT Aegerion Disclosure Letter sets forth a true, complete and correct list of each material employee benefit plan (within the meaning of Section 3(3) of ERISA) and each other material employee benefit or compensation plan, agreement, program program, policy or arrangement, whether written or unwritten, including without limitation, any option, restricted share unit, deferred share unit, stock purchase, or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, profit sharing plan, retiree medical or life insurance, unemployment or severance compensation plan or health and welfare plan, or Employment Agreement, that is maintained, established, sponsored or contributed to (or required to be contributed to) by Aegerion or any of its Subsidiaries for the benefit of, or that Aegerion or any of its Subsidiaries is a party to with, any current or former employee or director, (to the extent the potential any liability remains outstanding) employee, individual consultant or independent contractor or director of, or other service provider to, QLT Aegerion or any of its Subsidiaries participates in, is a party or contributes to, their beneficiaries or with respect to which QLT Aegerion or any of its Subsidiaries could would reasonably be expected to have any liability (each, without regard to any materiality qualifier contained above, a "QLT “Aegerion Plan"”). (ii) With respect to each QLT material Aegerion Plan, QLT Aegerion has provided or otherwise made available to Auxilium QLT in the QLT Aegerion Data Room or in the QLT Aegerion Public Disclosure Record (A) a true and complete copy of each QLT such material Aegerion Plan, including any amendments thereto and all material supporting documentsthereto; (B) latest annual report, if any; (C) copies of all material communications received in the last three years with applicable Government Authority; (D) each trust or other funding arrangement, (ED) each summary plan description (if applicable), (E) and the most recent IRS determination letter or opinion letter, as applicable, (F) where applicable, the most recent financial statements and actuarial or other valuation reports prepared with respect theretothereto and (G) written summaries of any material non-written Aegerion Plan. (iii) The Except as otherwise set forth in Section 3.2(r)(iii) of the Aegerion Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee employee, individual independent contractor, officer or officer director of QLT Aegerion or any Aegerion Subsidiary to termination or severance pay, unemployment compensation pay or any other paymentmaterial payment or benefit, (B) accelerate the time of funding (through a grantor trust or otherwise)funding, payment or vesting, or increase the amount of compensation or benefit due any such employee current or officerformer employee, individual independent contractor, officer or director, or (C) cause amounts payable under the Employee Plans or benefits provided to fail to be deductible for U.S. federal income tax purposes by virtue of Section 280G of the Code or result in any excise tax owing under Section 4999 of the Code. No employee or individual consultant or independent contractor is entitled to receive any gross-up or additional payment by reason of the tax required by Section 409A or 4999 of the Code being imposed upon such person. (iv) Each QLT Aegerion Plan has been established, registered, qualified, funded, invested, operated and administered in all material respects in accordance with its terms and applicable Law (including Section 409A of the Code)Law. There are no pending, or to the knowledge of QLTAegerion, threatened material actions, suits, disputes or claims by or on behalf of any QLT Aegerion Plan, by any employee or beneficiary covered under any such QLT Aegerion Plan, as applicable, or otherwise involving any such QLT Aegerion Plan (other than routine claims for benefits). (v) Each Aegerion Plan intended to qualify under Section 401(a) of the Code is the subject of an opinion or determination letter from the IRS upon which it can rely. (vi) No QLT Aegerion Plan provides welfare or post-retirement benefits, including without limitation, death or medical benefits (whether or not insured), beyond retirement or termination of service to employees current or former employees employees, individual independent contractors or directors or to the beneficiaries or dependents of such employeesperson, other than coverage mandated solely by applicable Law. (vivii) No QLT Plan is governed by, and QLT has no liability under, Section 401(a) of the Code or US Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Neither QLTAegerion, nor any Person that is a member of a "“controlled group of corporations" ” with, or is under "“common control" ” with, or is a member of the same "“affiliated service group"”, with QLTAegerion, in each case as defined in Sections 414(b), (c), (m) or (o) of the Code Code, sponsors, contributes to or has any liability under, and or in the past six years sponsored, contributed to or had liability under, (i) a plan subject to Title IV or Section 302 of ERISA or Sections 412 or 430 of the Code (including any “multiemployer plan” within the meaning of Section (3)(37) of ERISA), (ii) a “multiple employer plan” as defined in Section 413(c) of the Code, or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (viiviii) No QLT Aegerion Plan is a "“registered pension plan" ” as defined in s. 248(1) of the Tax Act. (viii) There has been no amendment to, written interpretation or announcement (whether or not written) by QLT or any of its Subsidiaries relating to, or change in employee participation or coverage under, a QLT Plan which would increase materially the expense of maintaining such QLT Plan above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 2013. There has been no termination of any material QLT Plan since January 1, 2014. (ix) All contributions, premiums or Taxes required to be made or paid by QLT or any of its Subsidiaries, as the case may be, under or in connection with the QLT Plans have been made in a timely fashion in accordance with Laws and the terms of the applicable QLT Plan. There are no unfunded liabilities in respect of any QLT Plan and have been properly reflected in the QLT Financial Statements.