Common use of Tax Equalization Clause in Contracts

Tax Equalization. (a) As you will be subject to income tax and social security obligations arising from your services performed in Canada on behalf of Novelion Services, Novelion Services is prepared to address the overall tax and social security burden that you experience with the intention that your total tax and social security burden while working in both the United States and Canada will be equal to what your tax and social security burden would have been had you remained working solely in Massachusetts. Novelion Services will provide you with tax equalization in connection with all income tax and social security liabilities arising from the performance of your employment duties within Canada. Novelion Services intends that the income taxes and social security levies payable by you on all taxable employment income and related benefits, as prescribed by the applicable tax and social security laws, should be no better or worse than the personal taxes and social security levies you would have been required to pay on such amounts if your employment duties had been performed solely in the state of Massachusetts. Where your annual tax and social security obligation yields a higher total obligation than if your employment duties were solely performed in the state of Massachusetts, Novelion Services will reimburse you for the difference. Where your annual tax and social security obligations yields a lower total tax and social security impact than if your employment duties were solely performed in the state of Massachusetts, you will reimburse Novelion Services for the difference. (b) You will provide all information necessary for the preparation of a tax equalization calculation. (c) Novelion Services will pay all reasonable costs and professional fees related to calculating this equalization payment, and reserves the discretion to establish the process and criteria for determining the tax equalization calculation. For clarity, the tax equalization payments described in this paragraph 11 will not take into consideration or apply to any taxable income from sources other than your employment with Novelion Services, and you will remain responsible for all income taxes arising from your personal income. (d) If you establish your primary residence in Canada, Novelion Services’ obligations under this paragraph 11 will cease, provided that there will be a pro-rated adjustment for any partial year. (e) If your employment is terminated for any of the reasons described under Section 7 of the Aegerion Agreement, then between January 1 and July 31 of the calendar year following the calendar year in which such termination occurs, Novelion Services will pay you any remaining tax equalization payments owed in accordance with this paragraph 11 or, in the event that the reconciliation results in you owing money to Novelion Services, you will make such payment to Novelion Services.

Tax Equalization. (ai) As you Executive will be subject to income tax and social security obligations arising from your his services performed in Canada on behalf of Novelion Servicesthe Company, Novelion Services the Company is prepared to address the overall tax and social security burden that you experience Executive experiences with the intention that your Executive’s total tax and social security burden while working in both the United States and Canada will be equal to what your his tax and social security burden would have been had you he remained working solely in Massachusetts. Novelion Services The Company will provide you Executive with tax equalization in connection with all income tax and social security liabilities arising from the performance of your his employment duties within Canada. Novelion Services The Company intends that the income taxes and social security levies payable by you Executive on all taxable employment income and related benefits, as prescribed by the applicable tax and social security laws, should be no better or worse than the personal taxes and social security levies you Executive would have been required to pay on such amounts if your his employment duties had been performed solely in the state of Massachusetts. Where your Executive’s annual tax and social security obligation yields a higher total obligation than if your his employment duties were solely performed in the state of Massachusetts, Novelion Services the Company will reimburse you him or her for the difference. Where your Executive’s annual tax and social security obligations yields a lower total tax and social security impact than if your his employment duties were solely performed in the state of Massachusetts, you Executive will reimburse Novelion Services the Company for the difference. (bii) You will Executive shall provide all information necessary for the preparation of a tax equalization calculation. (ciii) Novelion Services will The Company shall pay all reasonable costs and professional fees related to calculating this equalization payment, and reserves the discretion to establish the process and criteria for determining the tax equalization calculation. For clarity, the tax equalization payments described in this paragraph 11 Section 9(d) will not take into consideration or apply to any taxable income from sources other than your Executive’s employment with Novelion Servicesthe Company, and you Executive will remain responsible for all income taxes arising from your his personal income. (div) If you establish your Executive establishes his primary residence in Canada, Novelion Services’ the Company’s obligations under this paragraph 11 will Section 9(d) shall cease, provided that there will shall be a pro-rated adjustment for any partial year. (ev) If your Executive’s employment is terminated for any of the reasons described under Section 7 of the Aegerion Agreement4 hereof, then between January 1 and July 31 of the calendar year following the calendar year in which such termination occurs, Novelion Services will the Company shall pay you Executive any remaining tax equalization payments owed in accordance with this paragraph 11 Section 9(d) or, in the event that the reconciliation results in you Executive owing money to Novelion Servicesthe Company, you will Executive shall make such payment to Novelion Servicesthe Company.

Tax Equalization. (ai) As you Employee will be subject to income tax and social security obligations arising from your her services performed in Canada on behalf of Novelion Servicesthe Company, Novelion Services the Company is prepared to address the overall tax and social security burden that you experience Employee experiences with the intention that your Employee’s total tax and social security burden while working in both the United States and Canada will be equal to what your her tax and social security burden would have been had you she remained working solely in Massachusetts. Novelion Services The Company will provide you Employee with tax equalization in connection with all income tax and social security liabilities arising from the performance of your her employment duties within Canada. Novelion Services The Company intends that the income taxes and social security levies payable by you Employee on all taxable employment income and related benefits, as prescribed by the applicable tax and social security laws, should be no better or worse than the personal taxes and social security levies you Employee would have been required to pay on such amounts if your her employment duties had been performed solely in the state of Massachusetts. Where your Employee’s annual tax and social security obligation yields a higher total obligation than if your her employment duties were solely performed in the state of Massachusetts, Novelion Services the Company will reimburse you her for the difference. Where your Employee’s annual tax and social security obligations yields a lower total tax and social security impact than if your her employment duties were solely performed in the state of Massachusetts, you Employee will reimburse Novelion Services the Company for the difference. (bii) You will Employee shall provide all information necessary for the preparation of a tax equalization calculation. (ciii) Novelion Services will The Company shall pay all reasonable costs and professional fees related to calculating this equalization payment, and reserves the discretion to establish the process and criteria for determining the tax equalization calculationcalculation shall be in accordance with mutually accepted accounting standards. For clarity, the tax equalization payments described in this paragraph 11 Section 13(d) will not take into consideration or apply to any taxable income from sources other than your Employee’s employment with Novelion Servicesthe Company, and you Employee will remain responsible for all income taxes arising from your her personal income. (div) If you establish your Employee establishes her primary residence in Canada, Novelion Services’ the Company’s obligations under this paragraph 11 will Section 13(d) shall cease, provided that there will shall be a pro-rated adjustment for any partial year. (ev) If your Employee’s employment is terminated for any of the reasons described under Section 7 of the Aegerion Agreement8 hereof, then between January 1 and July 31 of the calendar year following the calendar year in which such termination occurs, Novelion Services will the Company shall pay you Employee any remaining tax equalization payments owed in accordance with this paragraph 11 Section 13(d) or, in the event that the reconciliation results in you Employee owing money to Novelion Servicesthe Company, you will Employee shall make such payment to Novelion Servicesthe Company.

Tax Equalization. (ai) As you Executive will be subject to income tax and social security obligations arising from your his services performed in Canada on behalf of Novelion Servicesthe Company, Novelion Services the Company is prepared to address the overall tax and social security burden that you experience Executive experiences with the intention that your Executive’s total tax and social security burden while working in both the United States and Canada will be equal to what your his tax and social security burden would have been had you he remained working solely in Massachusetts. Novelion Services The Company will provide you Executive with tax equalization in connection with all income tax and social security liabilities arising from the performance of your his employment duties within Canada. Novelion Services The Company intends that the income taxes and social security levies payable by you Executive on all taxable employment income and related benefits, as prescribed by the applicable tax and social security laws, should be no better or worse than the personal taxes and social security levies you Executive would have been required to pay on such amounts if your his employment duties had been performed solely in the state of Massachusetts. Where your Executive’s annual tax and social security obligation yields a higher total obligation than if your his employment duties were solely performed in the state of Massachusetts, Novelion Services the Company will reimburse you him or her for the difference. Where your Executive’s annual tax and social security obligations yields a lower total tax and social security impact than if your his employment duties were solely performed in the state of Massachusetts, you Executive will reimburse Novelion Services the Company for the difference. (bii) You will Executive shall provide all information necessary for the preparation of a tax equalization calculation. (ciii) Novelion Services will The Company shall pay all reasonable costs and professional fees related to calculating this equalization payment, and reserves the discretion to establish the process and criteria for determining the tax equalization calculation. For clarity, the tax equalization payments described in this paragraph 11 Section 6(d) will not take into consideration or apply to any taxable income from sources other than your Executive’s employment with Novelion Servicesthe Company, and you Executive will remain responsible for all income taxes arising from your his personal income. (div) If you establish your Executive establishes his primary residence in Canada, Novelion Services’ the Company’s obligations under this paragraph 11 will Section 6(d) shall cease, provided that there will shall be a pro-rated adjustment for any partial year. (ev) If your Executive’s employment is terminated for any of the reasons described under Section 7 of the Aegerion Agreementreason, then between January 1 and July 31 of the calendar year following the calendar year in which such termination occurs, Novelion Services will the Company shall pay you Executive any remaining tax equalization payments owed in accordance with this paragraph 11 Section 6(d) or, in the event that the reconciliation results in you Executive owing money to Novelion Servicesthe Company, you will Executive shall make such payment to Novelion Servicesthe Company.