AND AGREES TO CAUSE IBIS TO COMPLY, IF APPLICABLE,
WITH ALL REQUIREMENTS SPECIFIED UNDER THE WORKER ADJUSTMENT AND RETRAINING
NOTIFICATION ACT OF 1988 (THE "WARN ACT") OR ANY SIMILAR OR SUCCESSOR FEDERAL,
STATE OR LOCAL LAW, INCLUDING THE PROVISION OF APPROPRIATE NOTICE TO AFFECTED
EMPLOYEES WITH RESPECT TO ANY "EMPLOYMENT LOSS" (AS DEFINED IN THE WARN ACT)
THAT OCCURS ON OR PRIOR TO THE CLOSING DATE.
EXCEPT AS SET FORTH ON SCHEDULE
8.11(B), NO IBIS EMPLOYEE HAS SUFFERED AN "EMPLOYMENT LOSS" DURING THE NINETY
(90)-DAY PERIOD PRIOR TO THE DATE HEREOF.
ISIS SHALL UPDATE SCHEDULE 8.11(B) AS
NECESSARY TO REFLECT ALL "EMPLOYMENT LOSSES" BETWEEN THE DATE HEREOF AND PRIOR
TO THE CLOSING DATE.
(C)
COBRA.
ISIS SHALL RETAIN RESPONSIBILITY FOR ALL LIABILITY FOR ANY HEALTH
CARE CONTINUATION COVERAGE OR NOTICE REQUIREMENT UNDER SECTION 4980B OF THE CODE
AND PART G OF SUBTITLE B OF TITLE 1 OF ERISA WITH RESPECT TO ANY PLAN, INCLUDING
WITH RESPECT TO ALL FORMER EMPLOYEES OF IBIS OR THE BUSINESS, WHO ARE FORMER
EMPLOYEES THEREOF AS OF THE CLOSING.
(D)
RETIREMENT PLANS.
PRIOR TO OR ON THE CLOSING DATE, ISIS AND/OR IBIS SHALL
MAKE ALL MATCHING CONTRIBUTIONS AND A PRO-RATED PORTION OF ANY PROFIT SHARING
CONTRIBUTIONS THAT WOULD OTHERWISE BE MADE FOR THE PLAN YEAR (WITHOUT REGARD TO
ANY YEAR-END EMPLOYMENT REQUIREMENTS) WITH RESPECT TO THE IBIS EMPLOYEES'
CONTRIBUTIONS TO ANY PLAN THAT IS INTENDED TO BE QUALIFIED UNDER
SECTION 401(A) OF THE CODE (THE "ISIS RETIREMENT PLANS").
ISIS SHALL PRIOR TO
THE CLOSING: (A) AMEND EACH ISIS RETIREMENT PLAN TO CAUSE THE ACCOUNT BALANCES
OR ACCRUED BENEFITS OF IBIS EMPLOYEES TO BE FULLY VESTED AS OF THE CLOSING DATE
AND (B) AMEND EACH ISIS RETIREMENT PLAN THAT INCLUDES A CASH OR DEFERRED
ARRANGEMENT UNDER SECTION 401(K) OF THE CODE TO PERMIT IBIS EMPLOYEES WITH AN
OUTSTANDING PLAN LOAN TO ROLL OVER SUCH LOAN TO ABBOTT'S 401(K) PLAN.
ABBOTT
WILL CAUSE ITS 401(K) PLAN TO ACCEPT A DIRECT ROLLOVER OF THE IBIS EMPLOYEES'
401(K) ACCOUNT BALANCE, INCLUDING A DIRECT ROLLOVER OF ANY OUTSTANDING PLAN
LOAN.
(E)
PAYROLL TAX REPORTING.
IBIS, ISIS AND AMI AGREE THAT PAYROLL REPORTING OF
THE IBIS EMPLOYEES WILL BE TREATED IN ACCORDANCE WITH THE ALTERNATE PROCEDURE
SET FORTH IN SECTION 5 OF REVENUE PROCEDURE 2004-53.
(F)
RETENTION OF LIABILITY.
ISIS SHALL BE SOLELY RESPONSIBLE FOR, AND RETAIN
ALL LIABILITIES WITH RESPECT TO AND ISIS SHALL RETAIN, BEAR AND DISCHARGE ALL
LIABILITIES AND OBLIGATIONS WITH RESPECT TO ALL INACTIVE IBIS EMPLOYEES UNTIL
SUCH TIME AS THE INACTIVE IBIS EMPLOYEE RETURNS TO ACTIVE EMPLOYMENT WITH IBIS.
ISIS SHALL BE SOLELY RESPONSIBLE FOR, AND RETAIN ALL LIABILITIES WITH RESPECT
TO, ALL WAGES, SALARIES, COMMISSIONS, BONUSES, VACATION PAY AND OTHER
COMPENSATION PAYABLE TO ANY IBIS EMPLOYEE FOR ALL PERIODS THROUGH AND INCLUDING
THE CLOSING DATE.
AMI SHALL NOT ASSUME LIABILITY FOR ANY RETENTION, SEVERANCE,
CHANGE-OF-CONTROL OR SIMILAR AGREEMENTS BETWEEN ISIS AND ANY OF THE IBIS
EMPLOYEES, AND ISIS SHALL RETAIN OR ASSUME LIABILITY FOR ALL OBLIGATIONS UNDER
ANY SUCH RETENTION, SEVERANCE, CHANGE-OF-CONTROL OR SIMILAR AGREEMENTS.