Exhibit 2.2  AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT  This
Amendment No. 1 to Separation and Distribution Agreement is being entered
into as of January     , 2009 (this Amendment)
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).  RECITALS  WHEREAS, the Parties hereto entered into a Separation and Distribution
Agreement, dated as of December 17, 2008 (the Separation Agreement;
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Separation Agreement);  WHEREAS, the Parties hereto desire to amend the Separation Agreement in
accordance with Section 12.10 thereof and in the manner set forth herein.  NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the Parties hereto agree as follows:  1.The first sentence in paragraph (d) of Section 2.5
of the Separation Agreement is hereby deleted in its entirety and replaced with
the following new sentence which shall read in its entirety as follows:  Facet
shall provide PDL in writing with its estimate for the amount of the Selected
Liabilities by February 6, 2009 (the Selected Liabilities Statement).  2.Section 6.5
of the Separation Agreement is hereby deleted in its entirety and replaced with
the following paragraph which shall read in its entirety as follows:  6.5Payment of Accrued Merit Bonuses. 
Facet shall recommend the amount, if any, of the merit bonus with
respect to 2008 service to PDL prior to the Effective Time (a 2008 Merit
Bonus) earned by each Facet Employee and each PDL employee whose
employment PDL terminated after July 1, 2008 but before the Effective Time
because PDL eliminated such employees employment position in connection with a
reduction in force (each such terminated employee, a Terminated Transition
Employee), which recommendation shall be made in a manner consistent with
the terms of PDLs 2008 Bonus Program and PDLs past practices.  On or before February 15, 2009, Facet
shall deliver to PDL the list of Facet Employees and Terminated Transition
Employees who have earned a 2008 Merit Bonus, along with any supporting
documentation requested by PDL, which list shall set forth opposite each such
persons name the amount of the 2008 Merit Bonus recommended for each such
Facet Employee or Terminated Transition Employee (the Merit Bonus List).  PDL will review the Merit Bonus List
promptly, consider the recommendations of Facet and prior to February 28,
2009, PDL shall pay to each Facet Employee and each Terminated Transition


Employee listed on the Merit Bonus List such 2008 Merit Bonus as PDL
deems appropriate; provided, however, that the aggregate amount
of such 2008 Merit Bonuses which PDL shall pay to all Facet Employees and
Terminated Transition Employees (including the amount of matching contributions
required by applicable Law, including the Federal Insurance Contributions Act,
also known as the Social Security Act of 1935, to be paid by PDL with respect
to such 2008 Merit Bonuses) shall be Six Million Six Hundred Seventy-Five
Thousand Eight Hundred Twenty-Eight Dollars ($6,675,828).  3.Where necessary to give effect to the terms
of this Amendment, all reference in the Separation Agreement to the Agreement
shall be deemed to refer to the Separation Agreement as amended hereby.  4.All other provisions of the Separation
Agreement shall be unmodified and shall remain in full force and effect, in
accordance with its terms.  5.If any provision of this Amendment is held by
a court of competent jurisdiction to be invalid or unenforceable, it shall be
modified, if possible, to the minimum extent necessary to make it valid and
enforceable or, if such modification is not possible, such provision shall be
stricken and the remaining provisions shall remain in full force and effect.  6.This Amendment shall be deemed to have been
made in the State of Delaware and its form, execution, validity, construction
and effect shall be determined in accordance with the laws of the State of
Delaware, without giving effect to the principles of conflicts of law thereof.  7.This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument. 
Any executed counterpart delivered by facsimile or other means of
electronic transmission shall be deemed an original for all purposes.  [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]  2


IN
WITNESS WHEREOF, the parties, through their authorized officers, have duly
executed this Amendment as of the date first written above.  PDL BioPharma, Inc.,a Delaware corporationBy:
  /s/ John P. McLaughlinName:
  John P.
  McLaughlinTitle:
  President and Chief
  Executive OfficeFacet Biotech Corporation,a Delaware corporationBy:
  /s/ Faheem HasnainName:
  Faheem HasnainTitle:
  President and Chief Executive Officer