definiens: shall mean that certain Asset Purchase Agreement entered into as of January 31, 2005 between PDL BioPharma, Inc. ( as su ccessor in interest to ESP Pharma, Inc. ) and Centocor, Inc. ( ), as amended by Amendmen t No . 1 effective June 24, 2005, Amendment No . 2 effective September 14, 2005 and Amendment No . 3 entered into as of September 19, 2007 . ” shall have the meaning given in Section 10.17 . ” shall mean the sublicen se to the Licensed Patent Rights ( as that term is defined in the Centocor Agreement ) granted to Selle r by Centocor pursuant to Section 2.2 of the Centocor Agreement . ” shall have th e meaning given in Section 10.17 . ” CONFIDENTIAL TREATMENT REQUESTED 2 . The first sentence in paragraph ( p ) of Section 2 .1 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following new se ntence which shall read in its entirety as follows : “ Upon Closing, Seller shall sell, transfer, assign, convey and deliver or shall cause to be sold, transferred, assigned, conveyed and delivered to Bu yer, all rights and benefits of Seller in existence as of the Closing Date or arising after the Closing Date under the contracts listed in Attachment 2.1(p ) ( or, in the case of contracts identified in Attachment 2.1(p ) as being assigned to Buyer in par t, under the applicable portion of such contracts so a ssigned ) ( the ), including any rights to Intellectual Property . ” 3 . Paragraph ( v ) of Section 2.1 of the Purchase Agr eement is hereby deleted in its entirety and replaced with the following new sentence which shal l read in its entirety as follows : “ ( v ) Packaging Inventory . Upon Closing, Seller shal l sell, transfer, assign, convey and deliver or shall cause to be sold, transferred, assigned, conv eyed and delivered to Buyer, all packaging material existing or in the process of manufacture pursuant to a contract with Seller or its Affiliates for the Marketed Products, including all package labels and product inserts used in connection with the Marketed Products owned or controlled by Seller or its Affiliates as of the Closing ( the ) . ” 4 . Paragraph ( a ) of Section 2.3 of the Purchase Agr eement is hereby deleted in its entirety and replaced with the following new paragraph ( a ) which shall read in its entirety as follows : “ ( a ) all Liabilities of Seller under the Assumed Co ntracts, but only to the extent such Liabilities ar ise from any event, circumstance or condition occurring after the Closing Date ( but excluding, in the case of each Assumed Contract that is identified in Attachment 2.1(p ) as being assigned to Buyer in part, all Liabilities of Seller that relate to or a rise out of the portion of such partially assigned contract retained by Seller ) ; ” 5 . Section 2.3 of the Purchase Agreement is hereby amended by adding a new paragraph ( h ) following paragraph ( g ) of Section 2.3, which s hall read in its entirety as follows : “ ( h ) all Liabilities of Seller under the Centocor A greement, but only to the extent such Liabilities arise from any event, circumstance or condition occ urring after the Closing Date and excluding any Liabilities that arise as a result of actions taken or omitted by Seller after the Closing but prior t o the date, if any, on which consent for the assignment t hereof is obtained, unless such actions or omissions are at the request or direction of Buyer or pursuant to a consent granted by Buyer, . ” CONFIDENTIAL TREATMENT REQUESTED 6 . The fifth sentence of Section 2.7 of the Purchas e Agreement is hereby deleted in its entirety and replaced with the following new sentence which shal l read in its entirety as follows : “ If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benef its intended to be assigned to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising o ut of the breach or cancellation thereof by such other party or otherwise ; provided that, in connection with receiving any such benefits, Buyer shall assum e the Liabilities of Seller thereunder, but only to the extent such Liabilities ( x ) arise from any even t, circumstance or condition occurring after the Closing Date and ( y ) relate to the benefits receive d by Buyer, and excluding any Liabilities that aris e as a result of actions taken or omitted by Seller a fter the Closing but prior to the date, if any, on which consent for the assignment thereof is obtaine d, unless such actions or omissions are at the request or direction of Buyer or pursuant to a cons ent granted by Buyer . ” 7 . Section 2.7 of the Purchase Agreement is hereby amended by adding the following sentence to the end of Section 2.7 : “ With respect to each Assumed Contract that is not assigned to Buyer on the Closing Date as a result of a required consent or waiver not having been obt ained, until such time as it is reasonably determined by Buyer and Seller that such required c onsent or waiver can not be obtained, Seller shall not, without the prior written consent of Buyer, ( i ) breach, amend, modify, terminate or waive any provision of such contract or agreement in any mann er that would have an adverse effect on Buyer ’s rights or benefits under such Assumed Contract or t he Assets, or ( ii ) pledge, sell or otherwise dispose of ( by operation of law or otherwise ) such Assumed Contract or any rights or benefits thereunder . ” 8 . Section 10.1 of the Purchase Agreement is hereby amended by adding new paragraph ( d ) which shall read in their entirety as follows : “ ( d ) With respect to each Assumed Contract that is comprised of a partial assignment of a contract or other agreement, or of Seller ’s rights thereunder, Seller ( i ) shall not, without the prior written consent of Buyer, amend, modify, terminate or waive any provision of such contract or agreement in any manner that would have an adverse effect on Buy er ’s rights or benefits under such Assumed Contract, and ( ii ) shall provide Buyer with ( x ) pro mpt written notice of any violation or breach of, o r default under, any such Assumed Contract of which i t has knowledge to the extent that any such violation, breach or default could in Seller ’s good faith judgment be reasonably expected to have an adverse effect on Buyer CONFIDENTIAL TREATMENT REQUESTED rights or benefits under such partially assigned co ntract or other agreement, and ( y ) a copy of any written notice that it receives in respect of any v iolation, breach or default of any such Assumed Contract to the extent that any such violation, bre ach or default could in Seller ’s good faith judgmen t be reasonably expected to have an adverse effect on Buyer rights or benefits under such partially assigned contract or other agreement . ” 9 . Section 10.12 of the Purchase Agreement is hereb y deleted in its entirety and replaced with the following new section which shall read in its entir ety as follows : “ 10.12 Promotion, Marketing and Labeling . Promptly after the Registrations have been transferred to Buyer and subject to applicable regulatory appro vals, all Buyer advertising and promotional materials for the Marketed Products shall identify Buyer as the marketer of the Marketed Products in the applicable Territory, in such form as Buyer sha ll determine . Promptly after the Registrations have been transferred to Buyer, Buyer shall make su ch changes in the package insert, Marketed Products labeling and packaging as may be required to reflect Buyer as the marketer of the Marketed Products in the applicable Territory, including mak ing all required FDA and any other regulatory filings in connection therewith . Promptly after the Registrations have been transferred to Buyer, Seller shall file with the FDA a notice that Buyer is the marketer and distributor of the Marketed Products in the applicable Territory . To the extent that the FDA requests additional information or meetings regarding Buyer ’s responsibilities as mark eter and distributor of the Marketed Products in the applicable Territory, Buyer shall respond to th e FDA at its own expense and through its own personnel . Seller is not required to change the Mar keted Products ’ labeling or package insert, or packaging for the Drug Products or the Packaged Pro ducts . With respect to the Product Inventory purchased by Buyer hereunder, Buyer shall be permit ted ( i ) until [ * * * * ] * in the case of the [ * * * * ] * other than [ * * * * ] *, ( ii ) until [ * * * * ] * in the case of [ * * * * ] *, ( iii ) until [ * * * * ] * in the case of the [ * * * * ] *, to sell Marketed Products from the Product Inventory as labeled and packaged prior to the Closing Date, and with respect to the Packaging Inv entory purchased by Buyer hereunder, Buyer shall be permitted to use such Packaging Inventory through the same dates, as applicable, all without regard to whether the Marketed Products references Seller or includes any intellectual property rights Seller has in Trademarks that may be include d on the labels and packaging but not conveyed to Buyer pursuant to this Agreement, provided, that all such Product Inventory and Packaging Inventory shall be held, maintained, distributed * Certain information on this page has been omitted a nd filed separately with the SEC . Confidential trea tment has been requested with respect to the omitted port ions