ADOPTION AND JOINDER AGREEMENT
This Agreement, entered into as of this 1st day of January, 1994, by and
between Lipha Pharmaceuticals, Inc., a New York corporation ("LPI"), and Xxx
Laboratories, L.P., a Delaware limited partnership (the "Partnership");
WITNESSETH:
WHEREAS, LPI is the sponsor of the Lipha Pharmaceuticals, Inc. Employees'
Retirement Plan, a defined benefit pension plan and the trust established
thereunder (the "Retirement Plan") and the Lipha Pharmaceuticals, Inc. Savings
and Investment Plan, a defined contribution plan and the trust established
thereunder (the "Savings Plan"); and
WHEREAS, the Retirement Plan and the Savings Plan each provide that
entities under common control with LPI may adopt such plans with the approval of
the Board of Directors of LPI; and
WHEREAS, the Partnership is under common control with LPI and is the
successor to the business formerly conducted by Xxx Laboratories, Inc., which
formerly contributed to the Retirement Plan and the Savings Plan on behalf of
employees who are now employed by the Partnership; and
WHEREAS, the Partnership desires to adopt and join the Retirement Plan and
the Savings Plan as a contributing employer thereto with respect to the
employees transferred from Xxx Laboratories, Inc. and those individuals who
become employees of the Partnership on and after the effective date of this
Agreement; and
WHEREAS, the officers of LPI have been authorized and directed by their
Board of Directors, and the General Partner of the Partnership have been
authorized to take such actions as may be necessary or appropriate to effectuate
such adoption and joinder;
NOW, THEREFORE, the parties do hereby agree as follows:
1. The Partnership (i) hereby adopts and joins the Retirement Plan and the
Savings Plan, effective January 1, 1994, with respect to its employees, as a
contributing employer thereto, (ii) consents to all of the provisions of the
Retirement Plan and the Savings Plan, as currently in effect and as the same
shall be amended from time to time, and agrees to be bound thereby, (iii) agrees
to contribute to the Retirement Plan and the Savings Plan on behalf of its
employees as provided therein, and (iv) agrees to all other obligations, terms
and conditions applicable to an employer under the Retirement Plan and the
Savings Plan.
2. The Partnership agrees that LPI shall have the sole authority to act as
the sponsor of the Retirement Plan and the Savings Plan with respect to the
employees of the Partnership as provided in the Retirement Plan and the Savings
Plan, such authority to include, but not to be limited to, (i) the authority to
amend the Retirement Plan and the Savings Plan and all ancillary documents, as
each of those documents applies to employees of the Partnership (ii) the
authority to determine the funding obligations of the Partnership with regard to
the Retirement Plan and
the Savings Plan, including reasonable expenses in connection with the operation
or administration of the Retirement Plan and the Savings Plan, (iii) the
authority to communicate on behalf of the Partnership with plan participants who
are employees or former employees or beneficiaries of employees or former
employees of the Partnership, (iv) the authority to appoint a Plan Administrator
and Plan Administrative Committee on behalf of the Plans, (v) the authority to
appoint one or more Trustees with respect to the trusts established under the
Plans, and (vi) such other authority as may be reserved to LPI as the plan
sponsor under the Retirement Plan and the Savings Plan.
3. The adoption and joinder of the Retirement Plan and the Savings Plan by
the Partnership may be terminated only by an agreement in writing signed by both
parties hereto.
4. LPI and the Partnership agree that (i) the Retirement Plan and the
Savings Plan shall each constitute a "single" plan within the meaning of Section
414(l) of the Internal Revenue Code, (ii) the Retirement Plan and the Savings
Plan shall each be administered by LPI as a single plan, (iv) all assets of the
Retirement Plan and the Savings Plan and shall be available to pay benefits to
all participant and beneficiaries in each such plan.
5. Each employee of the Partnership who becomes a Participant in the
Savings Plan and/or Retirement Plan will be credited with all service that he
was credited with as an employee of Xxx Laboratories, Inc. prior to the
effective date of this Agreement, subject to the crediting of service provisions
under the Retirement Plan and the Savings Plan.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Adoption and Joinder Agreement as of this 19th day of September, 1994 effective
as of January 1, 1994.
LIPHA PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxxxx, M.D.
-----------------------------------
Name: Xxxxxx X. Xxxxxx, M.D.
Title: President, CEO & Chairman
XXX LABORATORIES, L.P.
By: Xxx Laboratories, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President & CEO
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