Separation and Distribution AgreementSeparation and Distribution Agreement • December 23rd, 2008 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Separation and Distribution Agreement (this “Agreement”), dated as of December 17, 2008, is entered into by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
Tax Sharing and Indemnification AgreementTax Sharing and Indemnification Agreement • December 23rd, 2008 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of December 18, 2008 (the “Distribution Date”), is entered into by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”) (each a “Party” and collectively, the “Parties”). Capitalized terms not defined herein shall have the meaning set forth in the Separation Agreement.
Transition Services AgreementTransition Services Agreement • December 23rd, 2008 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
This Transition Services Agreement (this “Agreement”) is entered into as of December 18, 2008, by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”), each a “Party” and together, the “Parties”. Capitalized terms not defined herein shall have the meaning set forth in that certain Separation and Distribution Agreement dated as of December 17, 2008 by and between the Parties, as amended or otherwise modified from time to time (the “Separation Agreement”). This Agreement shall be effective on the Distribution Date, as defined in the Separation Agreement.
