0001193125-06-056576 Sample Contracts

CONFIDENTIAL PROVISIONS REDACTED AMENDED AND RESTATED CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • March 16th, 2006 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)

For clarity, Roche shall owe a single payment upon achievement of the event specified in [****], which payment shall satisfy Roche’s obligations with respect to such event both under this [****] and under [****]. If Roche is responsible for achieving an event listed in this [****], [****] of such occurrence. [****].

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AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • March 16th, 2006 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • California

This Amended and Restated Agreement is between PROTEIN DESIGN LABS, INC., a Delaware corporation (“PDL”), and the PDL consultant who has signed this Agreement (“Consultant”). The original Agreement was effective as of January 2, 2004 and this Amended and Restated Agreement (the “Agreement”) is effective as of January 2, 2006 (the “Amended Effective Date”).

CONFIDENTIAL PROVISIONS REDACTED SECOND AMENDED AND RESTATED WORLDWIDE AGREEMENT
Worldwide Agreement • March 16th, 2006 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)

This Second Amended and Restated Worldwide Agreement is entered into as of October 28, 2005 (the “Amendment Effective Date”), by and among, on the one hand, HOFFMANN-LA ROCHE INC., a New Jersey corporation having offices at 340 Kingsland Street, Nutley, New Jersey 07110 (“Roche-Nutley”) and F. HOFFMANN-LA ROCHE LTD of Basel, Switzerland (“F. Roche”) (Roche-Nutley and F. Roche are hereinafter individually and collectively referred to as “Roche”) and, on the other hand, PROTEIN DESIGN LABS, INC., a Delaware corporation having offices at 34801 Campus Drive, Fremont, California 94555 (“PDL”).

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