Common use of Tax Returns of PDL Clause in Contracts

Tax Returns of PDL. (a) Except as provided herein, PDL shall have sole and exclusive responsibility for the preparation and filing, on a timely basis of all Tax Returns (the “PDL Returns”) for any taxable period that ends on or before the Distribution Date as are required to be filed of (i) PDL, which, for the avoidance of doubt, includes the Facet Business prior to the Distribution Date, (ii) each member of the PDL Consolidated Group and (iii) PDL BioPharma France S.A.S. (“PDL France”). PDL shall have the right to: determine the manner in which all such returns shall be filed; make any elections in connection with any such returns; contest, compromise and settle any adjustments of deficiency proposed, asserted or assessed in connection with any such returns; file, pursue, compromise or settle any claim for refund; and determine whether any refunds to which PDL is entitled shall be paid by way of a refund or credit. (b) To the extent an election, return position, or amendment to a Tax Return filed by PDL or a member of the PDL Consolidated Group relates to an item of income, gain, loss or deduction of Facet, the Facet Business or PDL France accruing in a Post-Distribution Taxable Period, Facet and PDL shall cooperate with each other reasonably and in good faith to determine a mutually acceptable election, return position, or amendment to such Tax Return. Notwithstanding the foregoing, if such election, return position, or amendment to such Tax Return solely affects Facet, the Facet Business or PDL France, such election, return position, or amendment to such Tax Return shall be determined by Facet in its sole discretion, reasonably and in good faith. (c) Facet shall prepare and file all Tax Returns for all Straddle Periods (i) of PDL France and (ii) that include solely Facet or the Facet Business. PDL and Facet shall execute such consents, elections and other documents as may be required to provide for the proper filing of each Tax Return relating to a Straddle Period.

Tax Returns of PDL. (a) Except as provided herein, PDL shall have sole and exclusive responsibility for the preparation and filing, on a timely basis of all Tax Returns (the “PDL Returns”) for any taxable period that ends on or before the Distribution Date as are required to be filed of (i) PDL, which, which for the avoidance of doubt, includes the Facet Business prior to the Distribution Date, (ii) each member of the PDL Consolidated Group and (iii) PDL BioPharma France S.A.S. S.A.S., (“PDL France”). PDL shall have the right to: determine the manner in which all such returns shall be filed; make any elections in connection with any such returns; contest, compromise and settle any adjustments of deficiency proposed, asserted or assessed in connection with any such returns; file, pursue, compromise or settle any claim for refund; and determine whether any refunds to which PDL is entitled shall be paid by way of a refund or credit. (b) To the extent an election, return position, or amendment to a Tax Return filed by PDL or a member of the PDL Consolidated Group relates to an item of income, gain, loss or deduction of Facet, the Facet Business or PDL France accruing in a Post-Distribution Taxable Period, Facet and PDL shall cooperate with each other reasonably and in good faith to determine a mutually acceptable election, return position, or amendment to such Tax Return. Notwithstanding the foregoing, if such election, return position, or amendment to such Tax Return solely affects Facet, the Facet Business or PDL France, such election, return position, or amendment to such Tax Return shall be determined by Facet in its sole discretion, reasonably and in good faith. (c) Facet shall prepare and file all Tax Returns for all Straddle Periods (i) of PDL France and (ii) that include solely Facet or the Facet Business. PDL and Facet shall execute such consents, elections and other documents as may be required to provide for the proper filing of each Tax Return relating to a Straddle Period.