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  EXHIBIT 10.22    
    

 






 



			
	CONFIDENTIAL	 	Execution Copy




 

  
 

SECOND AMENDMENT TO THE COLLABORATION AGREEMENT    
    


        This SECOND AMENDMENT TO THE COLLABORATION AGREEMENT (this
"Second Amendment"), effective January 20, 2010 (the "Second Amendment Effective Date"), is made
and entered into by and between FACET BIOTECH CORPORATION, a Delaware corporation having its principal place of business at 1500 Seaport Blvd., Redwood
City, California 94063 ("Facet" or "PDL"), and BIOGEN IDEC
MA INC., a Massachusetts corporation having its principal place of business at 14 Cambridge Center, Cambridge, Massachusetts 02142 ("Biogen
Idec"). Facet and Biogen Idec are sometimes referred to herein individually as a "Party" and collectively as the
"Parties". 


 
 

RECITALS    
    


        A.    Facet (by assignment from PDL BioPharma, Inc., formerly known as Protein Design Labs, Inc.) and Biogen Idec
are parties to a Collaboration Agreement dated as of September 12, 2005 and amended effective as of November 1, 2007 (the "Agreement"). 



        B.    Under the Agreement, Facet had been designated the Manufacturing Party for the Manufacture of IL-2R Target
Products (including, specifically, the Daclizumab Product). 


        C.    In March 2008, PDL BioPharma, Inc., the entity from which Facet spun off in December 2008, sold the manufacturing
plant at which Daclizumab Product had been manufactured, and Facet does not presently possess a plant with capacity sufficient to satisfy anticipated commercial manufacturing requirements for the
Daclizumab Product. 


        D.    Facet and Biogen Idec desire to amend the Agreement, in accordance with Section 18.3 of the Agreement, to transfer
from Facet to Biogen Idec the Manufacturing Party responsibility for the IL-2R Target Products (including, specifically, the Daclizumab Product) pursuant to the terms of the Agreement as
amended by this Second Amendment. 


        NOW, THEREFORE, the Parties agree as follows: 


1.     SECOND AMENDMENT OF THE AGREEMENT  



        The parties hereby agree to amend the terms of the Agreement as provided below, effective as of the Second Amendment Effective Date. Where the Agreement is not
explicitly amended, the terms of the Agreement will remain in force. Capitalized terms used in this Second Amendment that are not otherwise defined herein shall have the same meanings as such terms
are given in the Agreement. 


        1.1   Section 8.1 shall be amended to state in it is entirety: 


         "8.1 Overview.    The Party primarily responsible for Manufacturing Clinical Supplies or Commercial Supplies of Collaboration Products
(the
"Manufacturing Party") will be determined by the JSC (except for the Existing Products, with respect to which such responsibility is allocated by the
table below) and shall be subject to the terms of this Article 8 and any Clinical Supply arrangement or Commercial Supply Agreement entered into by the Parties after the Effective Date. The
Manufacturing Party for the Existing Products will be as follows: 

 






 



							
	INF-g Target Products



 
	 	a5b1 Target Products (Antibody Products) 	 	a5b1 Target Products (Non-Antibody Products) 	 	IL-2R Target Products 
	Biogen Idec	 	Biogen Idec	 	Biogen Idec	 	Biogen Idec




 

 2.    OTHER AGREEMENT.    In furtherance of the foregoing, the Parties hereby agree that each Party shall
undertake to enable a prompt transfer from Facet to Biogen Idec of all necessary Manufacturing Technology in Facet's possession and control to enable Biogen Idec to Manufacture the Daclizumab Product
at Biogen Idec's RTP manufacturing facility. 








3.     MISCELLANEOUS  



	3.1
	Full Force and Effect. This Second Amendment amends the terms of the Agreement and is deemed incorporated
into the Agreement. The provisions of the Agreement, as amended by this Second Amendment, remain in full force and effect.



	3.2
	Entire Agreement. The Agreement as amended by this Second Amendment, sets forth the entire understanding of
the Parties hereto relating to the subject matter thereof and supersede all prior agreements and understandings among or between any of the parties hereto relating to the subject matter thereof.



	3.3
	Counterparts. This Second Amendment may be executed in two (2) counterparts, each of which shall
constitute an original and both of which, when taken together, shall constitute one agreement. The exchange of a fully executed Second Amendment (in counterparts or otherwise) by electronic
transmission, including by email, or facsimile shall be sufficient to bind the Parties to the terms and conditions of this Second Amendment. 



[Signature Page Follows]








        IN WITNESS WHEREOF, Facet and Biogen Idec have executed this Second Amendment by their respective duly authorized representatives as of
the Second Amendment Effective Date. 

 










							
	FACET BIOTECH CORPORATION	 	BIOGEN IDEC MA INC.
	
 By:	
 	
/s/ FAHEEM HASNAIN







 	
 	
By:	
 	
/s/ JAMES MULLEN  






 
	
 Name:	
 	
Faheem Hasnain







 	
 	
Name:	
 	
James C. Mullen






 
	
 Title:	
 	
President and CEO







 	
 	
Title:	
 	
President and CEO






 




 

 








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EXHIBIT 10.22


SECOND AMENDMENT TO THE COLLABORATION AGREEMENT

RECITALS