Retiree Health Care Plan

Exhibit 10.50


Protein Design Labs, Inc.


Retiree Health Care Plan


Effective June 1, 2003


TABLE OF CONTENTS

SECTION I ? ESTABLISHMENT AND PURPOSE


1.1

Establishment and Purpose


1.2

Exclusive Purpose


1.3

Effective Date


1.4

Plan Year


SECTION II - ELIGIBILITY


2.1

Eligibility


2.2

Participation


2.3

Contribution Requirements


2.4

Cessation of Participation


2.5

Extended Benefits


2.6

Newly Acquired Dependents


2.7

Special Enrollment


2.8

Qualified Medical Child Support Orders


SECTION III - BENEFITS


3.1

Benefits Provided


3.2

Changes in Benefits


3.3

Health Plan Defined


3.4

Amendment and Termination


3.5

Newborns' and Mothers' Health Protection Act of 1996


3.6

The Federal "Women's Health & Cancer Rights Act of 1998" Requires Coverage of Treatment Related to Mastectomy


SECTION IV ? ADMINISTRATION OF THE PLAN


4.1

Plan Sponsor and Plan Administrator


4.2

Named Fiduciary


4.3

Appointment of the Plan Administrator


4.4

Powers and Responsibilities


4.5

Allocation of Duties and Responsibilities


4.6

Benefits Provided


4.7

Expenses


SECTION V ? HEALTH CLAIM PROCEDURES


5.1

Health Claims


5.2

When Health Claims Must Be Filed


5.3

Timing of Claim Decisions


5.4

Claims Appeal Procedure


5.5

Timing of an Appeal


5.6

Timing of Notification of Benefit Determination on Review


5.7

Requirements for Medicaid


5.8

Privacy of Information


SECTION VI ? GENERAL PROVISIONS


6.1

Nonguarantee of Employment


6.2

Mailing Notices


6.3

Submitting Notices


6.4

Non-Assignability


6.5

No Guarantee of Tax Consequences


6.6

COBRA Applicability


6.7

Governing Law


6.8

Gender and Number


6.9

Official Document


6.10

Amendment or Modification


6.11

Plan Termination


APPENDIX A


APPENDIX B


SECTION I - ESTABLISHMENT AND PURPOSE


1.1 Establishment and Purpose


Protein Design Labs, Inc. (PDL), hereby establishes the Protein Design Labs, Inc. Retiree Health Care Plan (Plan) for certain eligible former employees of PDL and their eligible dependents. It is the intention of PDL that this Plan qualify as an accident and health plan within the meaning of Section 105 of the Internal Revenue Code (Code) and, to the extent the benefits provided under the Plan are not discriminatory, that they be eligible for exclusion from gross income under the Code.


1.2 Exclusive Purpose


The exclusive purpose of this Plan is to provide health-related benefits described herein for the eligible former employees of PDL and their eligible family members. No expenses payable under this Plan will be payable under any other benefit plan of PDL.


1.3 Effective Date


The original effective date of the Plan is June 1, 2003


1.4 Plan Year


The Plan Year is December 1 through November 30 of the following calendar year.


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SECTION II - ELIGIBILITY


2.1 Retiree Eligibility


All officers with at least ten full years of service and who were eligible to participate as employees in the PDL sponsored health plans made available to the active employees of PDL, who elect to retire under the terms of the then current PDL retirement requirements, shall become participants in the plan on the later of the Effective Date of the Plan or, upon their date of retirement.


2.2 Eligible Dependents


For purposes of this Plan, eligible dependents shall include only those persons who meet the PDL sponsored health plan definition of dependents for purposes of the plan in which the employee participated on the day before his/her date of retirement.


2.3 Contribution Requirements


In the event that PDL requires contributions toward the cost of this Plan, coverage under this plan shall not take effect for persons for whom contributions are required, until such time as the contribution requirements are met. Contributions, if any, are described in Appendix A of this Plan.


2.4 Cessation of Participation


Eligibility under this Plan shall terminate upon the earliest of:


a) the retiree meets the age requirements for benefits under Title XVIII of Social Security Act (commonly known as Medicare);

b) the date the retiree dies, except as provided for under section 2.5 of this Plan;

c) the date the retiree becomes covered under another group health plan;

d) the date required contributions cease to be paid; and,

e) the date the spouse or dependent of the retiree ceases to meet the eligibility requirements under the PDL Health Plan.


2.5 Survivor Benefits


In the event the retiree dies prior to meeting the age requirements for benefits under Medicare, dependents covered under this Plan on the retiree's date of death shall remain eligible for extended benefits under this Plan under the same terms and conditions as applied on the date of the retiree's death. In the event that PDL changes the terms and conditions of this Plan, such changes shall apply to surviving eligible dependents.


2.6 Newly Acquired Dependents


In the event the retiree acquires dependents while covered under this Plan, and said dependents meet the eligibility requirements specified in the PDL Health Plan, these newly acquired dependents shall become eligible to participate subject to the provisions of Section 2.7 of this Plan. Dependents (including spouses) acquired by a surviving spouse shall not be eligible to participate in this Plan.


2.7 Special Enrollment


Subject to the special open enrollment periods of Section 9801 (f) of the Code, a covered retiree who acquires a dependent as a result of marriage, birth, adoption or placement for adoption, may be able to enroll dependents, provided that the retiree requests enrollment within 30 days after the marriage, birth, adoption, or placement for adoption. If the retiree fails to complete the


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enrollment process on a timely basis, the dependents may be required to wait until the group's next open enrollment to obtain coverage the dependents also may be subject to additional limitations on the coverage available at that time.


2.8 Qualified Medical Child Support Orders


This Plan will also provide benefits as required by any qualified medical child support order, as defined in ERISA Section 609(a), and provide benefits to dependent children placed with participants or beneficiaries for adoption under the same terms and conditions as apply in the case of dependent children who are natural children of participants or beneficiaries, in accordance with ERISA Section 609(c). The Plan will provide a copy of its written procedures to plan participants upon request.


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SECTION III - BENEFITS


3.1 Benefits Provided


A participant, who meets the eligibility requirements of Section 2 of this Plan, shall be eligible to participate in the PDL retiree Health Plan. The Benefits under this Plan shall be identical to those provided under the health plans available to the eligible active employees of PDL.


3.2 Changes in Benefits


In the event that PDL changes the benefits under its health plans, all such changes in benefits shall apply to this Plan as of the effective date of the changes to the health plans available to the eligible active employees of PDL.


3.3 Health Plan Defined


For purposes of this Plan, the term health plan shall include the PDL medical and dental plans available to the eligible active employees of PDL.


3.4 Amendment and Termination


In the event that PDL amends or terminates this Plan, this Plan will reimburse participants for any benefits payable for expenses incurred prior to the date of such amendment, modification or termination.


3.5 Newborns' and Mothers' Health Protection Act of 1996


Group health plans and health insurance issuers generally may not, under federal law, restrict benefits for any hospital length of stay in connection with childbirth for the mother or newborn child to less than 48 hours following vaginal delivery, or less than 96 hours following a cesarean section. However, Federal law generally does not prohibit the mother's or newborn's attending provider, after consulting with the mother, from discharging the mother or her newborn earlier than 48 hours (or 96 hours as applicable). In any case plans and issuers may not, under Federal law, require that a provider obtain authorization from the plan or the issuer for prescribing a length of stay not in excess of 48 hours (or 96 hours).


3.6 The Federal "Women's Health and Cancer Rights Act of 1988" requires coverage of treatment related to mastectomy.


If a participant is eligible for mastectomy benefits under this coverage and elects breast reconstruction in connection with such mastectomy, the participant is also covered for the following:


1. Reconstruction of the breast on which mastectomy has been performed;

2. Surgery and reconstruction on the other breast to produce a symmetrical appearance;

3. Prostheses; and,

4. Treatment for physical complications of all stages of mastectomy, including lymphademas.


Coverage for reconstructive breast surgery may not be denied or reduced on the grounds that it is cosmetic in nature or that it otherwise does not meet the coverage definition of "medically necessary". Benefits will be provided on the same basis as for any other illness or injury under the relevant health plan.


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SECTION IV - ADMINISTRATION OF THE PLAN


4.1 Administration of the Plan


PDL is the Plan Sponsor and Plan Administrator as defined by ERISA.


PDL shall have the duty and authority to interpret and construe the Plan with regard to all questions of eligibility, the status and rights of any person under the Plan, and the manner, time, and amount of payment of any benefits under the Plan. Each Employee shall, from time to time, upon request of PDL, furnish to PDL such data and information as PDL shall require in the performance of its duties under the Plan.


PDL may adopt such rules and procedures, as it deems desirable for the administration of the Plan, provided that any such rules and procedures shall be consistent with provisions of the Plan and ERISA.


PDL shall discharge its duties with respect to the Plan (i) solely in the interest of persons eligible to receive benefits under the Plan, (ii) for the exclusive purpose of providing benefits to persons eligible to receive benefits under the Plan and of defraying reasonable expenses of administering the Plan and (iii) with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character with like aims.


4.2 Named Fiduciary


Pursuant to ERISA Section 402 (a) (1), PDL is named fiduciary of the Protein Design Labs, Inc. Retiree Health Plan.


4.3 Appointment of the Plan Administrator


PDL shall designate the Plan Administrator who shall administer PDL's Plan. Such Plan Administrator may consist of an individual, a committee of two or more individuals, whether or not, in either such case, the individual or any of such individuals are Employees of PDL, a consulting firm or other independent agent, or PDL itself. The Plan Administrator shall be charged with the full power and the responsibility for administering the Plan in all its details. If no Plan Administrator has been appointed by PDL, or if the person designated as Plan Administrator by PDL is not available to serve as such for any reason, PDL shall be deemed to be the Plan Administrator. The Plan Administrator may be removed by PDL, or may resign by giving notice in writing to PDL, and in the event of the removal, resignation, death or termination of service by the Plan Administrator, PDL shall, as soon as practicable, appoint a successor Plan Administrator, such successor thereafter to have all of the rights, privileges, duties and obligations of the predecessor Plan Administrator.


4.4 Powers and Responsibilities


(a) Administration of the Plan The Plan Administrator shall have all powers necessary to administer this Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to an Employee's eligibility to participate in the Plan; to determine the amount, manner, and timing of any payment of benefits or change in accordance with Section 5 of the Plan; and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Plan Administrator's responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Plan Administrator shall be final, conclusive ...