Exhibit 10.2


 


Transition Services Agreement


 


PDL BioPharma, Inc.,


a Delaware corporation


 


and


 


Facet Biotech Corporation,
 a Delaware corporation


 


Dated as of December 18, 2008


 

















 


Transition Services Agreement


 


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.


 


Recitals:


 


WHEREAS, the Board of Directors of PDL has
determined that it is appropriate, desirable and in the best interests of PDL
and its stockholders to separate PDL into two separate, independent and
publicly traded companies;


 


WHEREAS, to effect this separation the
Parties entered into the Separation Agreement;


 


WHEREAS, the Parties have agreed to enter
into this Agreement in order for PDL to assist Facet, and for Facet to assist PDL,
each for a period from and after the Distribution Date, by providing to Facet
and PDL, respectively, certain services and support not otherwise specified in
the Separation Agreement or any other Ancillary Agreement.


 


NOW, THEREFORE, in consideration of the
foregoing premises, the mutual promises and covenants hereinafter set forth,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties, intending to be legally bound, agree as
follows:


 


Article 1

Definitions


 


As used in this Agreement, the following
capitalized terms shall have the following meanings:


 


1.1           “Additional
Service” shall have the meaning set forth in Section 2.7(a).


 


1.2           “Agreement
Dispute” shall have the meaning set forth in Section 11.


 


1.3           “Business”
shall mean the PDL Business or the Facet Business, as applicable.


 


1.4           “Default
Interest Rate” shall have the meaning set forth in Section 3.2(b).


 


1.5           “Due
Date” shall have the meaning set forth in Section 3.2(a).


 


1.6           “Facet
Project Manager” shall have the meaning set forth in Section 2.9.


 


1.7           “Facet
Services” shall mean the enumerated services described on Schedule B
attached hereto.


 


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1.8           “Fee”
or “Fees” shall have the meaning set forth in Section 3.1(a).


 


1.9           “Force
Majeure” shall mean, with respect to a Party, an event beyond the
reasonable control of such Party (or any Person acting on its behalf), which by
its nature could not have been foreseen by such Party (or such Person), or, if
it could have been foreseen, was unavoidable, and includes acts of God, storms,
floods, earthquakes, hurricanes, riots, pandemics, fires, sabotage, strikes,
lockouts, civil commotion or civil unrest, interference by civil or military
authorities, acts of war (declared or undeclared) or armed hostilities or other
national or international calamity or one or more acts of terrorism.


 


1.10         “PDL
Project Manager” shall have the meaning set forth in Section 2.9.


 


1.11         “PDL
Services” shall mean the enumerated services described on Schedule A
attached hereto.


 


1.12         “Schedules”
shall mean Schedule A and Schedule B attached hereto.


 


1.13         “Service”
shall mean any of the Facet Services or the PDL Services, as applicable.


 


1.14         “Service
Provider” shall mean PDL with respect to the PDL Services, and Facet with
respect to the Facet Services.


 


1.15         “Service
Recipient” shall mean Facet with respect to the PDL Services, and PDL with
respect to the Facet Services.


 


1.16         “Services
Group” shall mean any Services or group of Services identified on one of
the Schedules for which a single, separate Fee is specified on such Schedule.


 


1.17         “Services
Term” shall have the meaning set forth in Section 4.1.


 


Article 2

Services


 


2.1           Scope
of Services.


 


(a)           Facet
hereby retains PDL to provide, and PDL hereby agrees to provide, the PDL
Services to Facet or any of its Subsidiaries, as designated by Facet, during
the relevant Services Term.


 


(b)           PDL
hereby retains Facet to provide, and Facet hereby agrees to provide, the Facet
Services to PDL or any of its Subsidiaries, as designated by PDL, during the
relevant Services Term.


 


(c)           Notwithstanding
anything to the contrary in this Agreement, (i) the PDL Services shall be
available to Facet or any of its Subsidiaries only for the purposes of
conducting the Facet Business substantially in the same manner as it was
conducted immediately prior to the Distribution Date; and (ii) the Facet
Services shall be available to PDL or any of its Subsidiaries 


 


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only for the purposes of
conducting the PDL Business substantially in the same manner as it was
conducted immediately prior to the Distribution Date.


 


2.2           Provision
of Services.  The PDL Services may be
directly provided by PDL or may be provided through any of its Affiliates or
subcontractors, and the Facet Services may be directly provided by Facet or may
be provided through any of its Affiliates or subcontractors; provided, however,
that the applicable Service Provider shall remain responsible, in accordance
with this Agreement, for performance of any Service it causes to be so
provided.


 


2.3           No
Assumption or Modification of Obligations. 
Nothing herein shall be deemed to (a) constitute the assumption by
Service Provider or any of its Affiliates, or the agreement to assume, any
duties, obligations or liabilities of Service Recipient or its Affiliates
whatsoever; or (b) alter, amend or otherwise modify any obligation of PDL
or Facet, as the case may be, under the Separation Agreement.


 


2.4           Application
of Resources. Unless otherwise expressly required under the terms of the
Separation Agreement or any Schedules, or otherwise agreed to by the Parties in
writing, in providing the Services, Service Provider or its Affiliates shall
not be obligated to: (a) expend funds and other resources beyond levels
that would be customary and reasonable for any other nationally recognized
service provider to perform services that are similar to the relevant Services;
(b) maintain the employment of any specific employee or subcontractor;
provided, however that Service Provider shall use commercially reasonable
efforts to provide a replacement with the necessary skill and expertise; (c) purchase,
lease or license any additional (measured as of the date hereof) equipment or
materials (but expressly excluding any renewal or extension of any leases or
licenses required for Service Provider to perform the relevant Services during
the relevant Services Term); (d) pay any of Service Recipient’s costs
related to its or any of its Subsidiaries’ receipt of the Services; (e) lend
any funds to a Service Recipient or its Subsidiaries; or (f) make any
payments or disbursements on behalf of Service Recipient, except to the extent
Service Recipient has previously delivered to Service Provider sufficient funds
to make any such payment or disbursement.


 


2.5           Performance
of Services.  Subject to the other
terms (a) in this Agreement setting forth and circumscribing Service
Provider’s performance obligations hereunder (including in this Article 2
and in Article 6), and (b) in the relevant Schedules, each Service
Provider shall perform the Services required to be provided by it hereunder in
a manner specifically described in the relevant Schedules, or, to the extent
not so described in such Schedules, in a manner that is substantially the same
in nature, accuracy, quality, completeness, timeliness, responsiveness and
efficiency with how such relevant Services have been rendered in support of the
Facet Business and/or the PDL Business prior to the Distribution Date.  To the extent that either PDL or Facet determines that any sharing of
information or historical knowledge would be commercially detrimental in any
material respect, violate any Law or agreement or waive any attorney-client
privilege, the work product doctrine or other applicable privilege, the Parties
shall take all reasonable measures to permit the compliance with such
obligations in a manner that avoids any such harm or consequence.


 


2.6           Transitional
Nature of Services; Changes.  The
Parties acknowledge the transitional nature of the Services and agree that,
notwithstanding anything to the contrary 


 


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herein, each Service Provider
may make changes from time to time in the manner of performing the Services if
such Service Provider is making similar changes in performing similar services
for itself and/or its Subsidiaries; provided that Service Provider must
provide Service Recipient with at least thirty (30) days prior written
notice of material changes and reasonably cooperate with Service Recipient in
adjusting to such change.


 


2.7           Additional
Services; Extension of Services Terms. 
In the event that the Parties identify and agree upon (a) an
additional service to be provided under this Agreement, as well as the related
fees and other specific terms and conditions applicable thereto (an “Additional
Service”), or (b) an extension of any particular Service Term for any
Services Group, as well as the related fees and other specific terms and
conditions applicable thereto, the Parties shall execute an amendment to this
Agreement that provides for the substitution of the relevant Schedule, or
additions of supplements to the relevant Schedule, in order to describe such
Additional Service or extension, and the agreed upon related fees and other
specific terms and conditions applicable thereto. It is understood that the
Service Provider has no obligation to provide Additional Services and may
reject any request by any Service Recipient for Additional Services for any
reason or for no reason.


 


2.8           Impracticability.  Subject to the provisions of Section 2.10,
Service Provider shall not be required to provide any Service to the extent: (a) that
the performance of the Services would (i) require Service Provider or any
of its Subsidiaries to violate any applicable Laws (including any applicable
codes or standards of conduct established by any Governmental Entity with
respect to their activities subject to the jurisdiction of such Governmental
Entity) or any internal policy reasonably adopted in order to comply with any
applicable Laws; (ii) result in the breach of any software license, lease,
or other Contract; or (iii) require prior approval of a Governmental
Entity (except to the extent such approval has already been obtained); or (b) that
Service Provider cannot provide such Service due to a Force Majeure event;
provided, however that Service Provider shall resume such Service as soon as
practicable after such Force Majeure event..


 


2.9           Project
Managers.  PDL shall designate from
time to time at least one individual, and shall inform Facet of the identity of
such individual, to whom all of Facet’s communications may be addressed with
respect to the PDL Services and who has authority to act for and bind PDL in
all aspects with respect to the PDL Services (the “PDL Project Manager”).  Facet shall designate from time to time at
least one individual and shall inform PDL of the identity of such individual, to
whom all of PDL’s communications may be addressed with respect to the Facet
Services and who has authority to act for and bind Facet in all aspects with
respect to the Facet Services (the “Facet Project Manager”).  The initial PDL Project Manager designated by
PDL shall be Cris Larson, Chief Financial Officer, and the initial Facet
Project Manager designated by Facet shall be Herb Cross, Corporate Controller.


 


2.10         Cooperation.  In the event that there is nonperformance of
any Service as a result of impracticability pursuant to Section 2.8, the
Parties agree to work together in good faith to arrange for an alternative
means by which the applicable Service Recipient may obtain, at its sole cost
and expense, the Service so affected.  The
Service Provider shall cooperate with the Service Recipient in connection with
the performance of the Services, including producing on a timely basis all
Contracts, documents and other information that is reasonably requested with
respect to 


 


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the performance of Services; provided,
however, that such cooperation shall not unreasonably disrupt the normal
operations of the Service Recipient or its respective Subsidiaries.


 


2.11         Independent
Contractor Relationship.  The
relationship of the Parties hereunder is that of independent contractors, and
nothing in this Agreement is intended to, or shall be construed to, create a
partnership, agency, joint venture, employment or similar relationship.


 


Article 3

Pricing


 


3.1           Fees.
 Except as explicitly stated in Schedule
B for certain Facet Services, in consideration of Services performed pursuant
to this Agreement, the Parties shall pay the applicable fees (individually a “Fee”
and collectively the “Fees”) as follows:


 


(a)           by
PDL to Facet, at $125.00/hour/person for the time spent by employees within
Facet performing the Facet Services; and


 


(b)           by Facet
to PDL, at $125.00/hour/person for the time spent by employees within PDL
performing the PDL Services.


 


3.2           Payment
Procedures.  If Fees are payable
pursuant to Section 3.1:


 


(a)           Service
Provider shall invoice Service Recipient on a monthly basis for all Fees
accrued with respect to the prior month. 
Fees shall be payable by Service Recipient within thirty (30) days after
Service Recipient’s receipt of an invoice (the “Due Date”).  All amounts (i) payable pursuant to the
terms of this Agreement shall be paid to Service Provider as directed by
Service Provider, and (ii) due and payable hereunder shall be invoiced and
paid in U.S. dollars, except as may be expressly provided in any relevant Schedule.  A Service Recipient’s obligation to make any
required payments under this Agreement shall not be subject to any unilateral
right of offset, set-off, deduction or counterclaim, however arising.


 


(b)           Default
Interest Rate.  Subject to the
provisions of Section 3.2(c), amounts not paid on or before the Due Date
shall be payable with accrued interest thereon, from the date originally due,
at the annual rate announced by the Bank of America (or any successor) as its
prime rate in effect on the date that such payment was first due plus two
percent (2%).


 


(c)           Disputes.  In the event that Service Recipient disputes
the accuracy of any invoice or portion thereof, Service Recipient shall provide
Service Provider on or prior to the Due Date written notice of the disputed
amounts, together with a statement of the particulars of the dispute.  Should Service Recipient fail to provide notice
of any disputed amounts on or before the Due Date, the amounts set forth on the
invoice shall be owed with interest at the Default Interest Rate from the Due
Date until payment is received.  Should
Service Recipient provide the required information on or before the Due Date,
Service Provider shall have thirty (30) days following receipt of the required
information to reject Service Recipient’s modified invoice (or portion thereof)
by providing Service Recipient notice of such rejection within such 30-day
period.  Should Service Provider fail to
provide such notice within the time period allowed, Service Recipient’s
modified invoice (or portion thereof) shall be deemed to be the correct
invoice.  Should Service Provider provide
the required notice within such 30-day period, 


 


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resolution of the disputed
invoice shall be in accordance with the provisions of Article 11
hereof.  If Service Recipient has
underpaid the amount actually due, Service Recipient shall remit to the Service
Provider, within five (5) business days after receipt of the determination
from Service Provider, any amount due plus interest at the Default Interest
Rate from the Due Date until paid.  Notwithstanding
any disputed invoice or portion thereof, Service Recipient shall nevertheless
pay when due any undisputed amount of such invoice to Service Provider.


 


3.3           Taxes.
 If any Governmental Entity shall impose
a tax on the Services rendered to a Service Recipient or its Subsidiaries by
Service Provider hereunder, Service Recipient agrees to pay, or remit to
Service Provider so that Service Provider may pay, the amount of such tax
imposed now or in the future on the Services rendered to Service Recipient or
its Subsidiaries by Service Provider under this Agreement.  Notwithstanding anything to the contrary
contained in this Agreement, Service Recipient shall have no liability for, and
shall not be obligated to pay for, any property taxes of any kind or type
applicable to the property of Service Provider or any of its Subsidiaries or
any income taxes of any kind or type applicable to the income of Service
Provider or any of its Subsidiaries, except as may be expressly provided in any
relevant Schedule.


 


3.4           Expenses.
 In addition to the payment of all Fees,
at the end of each month during the Services Term, Service Recipient shall
reimburse Service Provider for all reasonable out-of-pocket costs and expenses
incurred by Service Provider or its Subsidiaries in connection with providing
the Services (including pass-through costs for third party contractors and travel-related
expenses).  Any travel-related expenses
incurred in performing the Services shall be incurred and charged to Service
Recipient in accordance with Service Provider’s then applicable business travel
policies.


 


Article 4

Services Term; Termination


 


4.1           Services
Term.  The performance of the
Services shall commence on the Distribution Date and shall expire as set forth
on Schedule A or Schedule B, as applicable, with respect to each
such Service, unless earlier terminated pursuant to Section 4.2 hereof
(the “Services Term”).


 


4.2           Termination.
 The obligations under this Agreement may
be terminated prior to the expiration of the relevant Services Term only as provided
on Schedule A or Schedule B, as applicable, with respect to each
such Service.


 


4.3           Rights
and Obligations Upon Termination. Upon expiration of the Services Term or
in the event of a termination pursuant to Section 4.2, no Party, nor any
of its Affiliates, shall have any liability or further obligation to any other
Party or any of its Affiliates pursuant to this Agreement, except: (a) that
the provisions of Sections 3 (to the extent of amounts accrued thereunder
through the date of such expiration or termination), 4.3, 5, 6, 7, 8, 9, 10, 11,
12, 13, and 14 (as well as in each case associated defined terms) shall survive
any such expiration or termination and not be extinguished thereby; and (b) any
Party nevertheless shall be entitled to seek any remedy to which it may be
entitled at law or in equity for the violation or breach by the 


 


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other Party of any agreement,
covenant, representation, warranty, or indemnity contained in this Agreement
that occurs prior to such expiration or termination.


 


Article 5

Return Of Leased Property Or Licensed Software


 


Service Recipient shall be liable for all
costs and expenses incurred by Service Provider or any of its Subsidiaries
resulting from any delay or failure of Service Recipient to return to Service
Provider or any licensor, as applicable, any leased property or licensed
software that is included as part of the Services provided to such Service
Recipient upon (a) the termination of the relevant Services as provided
herein, or (b) the expiration of the term of the applicable lease or
license, provided that Services Provider has provided Service Recipient with at
least sixty (60) days prior written notice of such expiration.


 


Article 6

Internal Controls And Procedures


 


In addition to the record retention
requirements of the Separation Agreement, with respect to the Services for
which each Service Provider is responsible, such Service Provider shall
maintain and comply with such internal controls and procedures as are necessary
to comply with the Sarbanes-Oxley Act of 2002 or as otherwise agreed by the
Parties to be implemented by the Parties to comply with internal controls and
procedures or applicable Law.  In the
event a Service Recipient requires a change to the internal controls or
procedures, or requires the implementation of additional internal controls or
procedures, related to the Services required to be provided to such Service
Recipient in order for such Service Recipient to comply with changes to
applicable Law, Service Provider shall change or add to such Service Provider’s
internal controls or procedures related to such Services as reasonably
requested by such Service Recipient; provided, however, in
connection with a Service Provider changing or adding to internal controls or
procedures as required by the foregoing, Service Recipient shall pay for any
and all additional costs and expenses associated with the implementation or
maintenance of the applicable change or addition; provided further,
however, that if such change or addition is required for the compliance
by both Parties with a Law applicable to both Parties, the Parties shall
negotiate in good faith an equitable sharing of the costs and expenses
associated with such change or addition.


 


Article 7

Books And Records


 


The Parties shall keep and maintain books,
records, accounts and other documents sufficient to reflect accurately and
completely the transactions conducted, and all associated costs incurred,
pursuant to this Agreement.  Such records
shall include receipts, invoices, memoranda, vouchers, inventories, timesheets
and accounts pertaining to the Services, as well as complete copies of all contracts,
purchase orders, service agreements and other such arrangements entered into in
connection therewith.


 


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Article 8

Compliance With Laws And Governmental Requirements


 


Each Party shall be responsible for
compliance with all Laws affecting its Business.  Each Service Recipient shall be responsible
for any use such Service Recipient may make of the Services to assist it in
complying with applicable Laws.  Each
Service Provider shall comply with (a) all Laws applicable to the
provision by it of the Services hereunder, and (b) the accounting and
reporting requirements of any Governmental Entity having jurisdiction over it
or any Party with respect to their respective activities related to such
Service Provider’s performance of the Services.


 


Article 9

Disclaimer And Limitation Of Liability


 


9.1           EACH
PARTY ACKNOWLEDGES AND AGREES (A) THAT ALL SERVICES ARE PROVIDED BY
SERVICE PROVIDER ON AN “AS IS” BASIS, AND (B) THAT NEITHER SERVICE
PROVIDER MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER STATUTORY, EXPRESS,
OR IMPLIED, TO SERVICE RECIPIENT OR ANY OF ITS AFFILIATES WITH RESPECT TO THE
SERVICES, ANY EQUIPMENT OR MATERIALS PROVIDED UNDER THIS AGREEMENT, OR
OTHERWISE HEREUNDER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR
USAGE OF TRADE.


 


9.2           NO
PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO ANY OTHER PARTY FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
(INCLUDING LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS, LOSS OF USE OR OF
DATA, INTERRUPTION OF BUSINESS OR OTHERWISE) RESULTING OR ARISING FROM THE
SERVICES, ANY PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR TERMINATION OF
THE SERVICES REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER RELIEF ARE SOUGHT
BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY
IN TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEPT TO THE EXTENT THAT ANY
SUCH DAMAGES RELATE TO A CLAIM FOR INDEMNIFICATION PURSUANT TO ARTICLE 10, A
BREACH OF ANY OF THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT OR THE
SEPARATION AGREEMENT, OR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
SERVICE PROVIDER OR ITS AFFILIATES.


 


Article 10

Indemnity


 


10.1         Service
Recipient Indemnity.  Service
Recipient hereby agrees to indemnify, defend and hold harmless Service Provider
and each of its Affiliates from and against any and all claims, losses,
demands, liabilities, costs and expenses (including reasonable attorneys’ fees
and costs and expenses related thereto) suffered or incurred by Service
Provider or any of its Affiliates as a result of or in connection with any
third party claims to the extent caused, in whole or in part, by the fraud,
gross negligence or willful misconduct of Service Recipient or any of its
Affiliates in its receipt of the Services or in its provision to Service
Provider or any of its Affiliates of any information reasonably required for
performance of the Services by Service 


 


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Provider or any of its
Affiliates. In no event shall the aggregate liability of Service Recipient and
its Affiliates to Service Provider and its Affiliates, for any damages
concerning Service Recipient’s or its Subsidiaries’ receipt of the Services or
any other matter arising out of, or related to, this Agreement (regardless of
whether any such claim for such damages is based in contract or in tort) exceed
the amounts actually paid to Service Provider by Service Recipient pursuant to
this Agreement.


 


10.2         Service
Provider Indemnity.  Service Provider
hereby agrees to indemnify, defend and hold harmless Service Recipient and each
of its Affiliates from and against any and all claims, losses, demands,
liabilities, costs and expenses (including reasonable attorney’s fees and costs
and expenses related thereto) suffered or incurred by Service Recipient or any
of its Affiliates as a result of, or in connection with, any third party claims
to the extent caused, in whole or in part, by the fraud, gross negligence or
willful misconduct of Service Provider or any of its Affiliates in performing
the Services.  In no event shall the
aggregate liability of Service Provider and its Affiliates to Service Recipient
and its Affiliates, for any damages concerning Service Provider’s or its Subsidiaries’
or subcontractors’ performance or nonperformance of the Services or any other
matter arising out of, or related to, this Agreement (regardless of whether any
such claim for such damages is based in contract or in tort) exceed the amounts
actually paid to Service Provider by Service Recipient pursuant to this
Agreement.


 


10.3         Procedures.  Any claim for indemnification under this Article 10
shall be governed by, and be subject to, the provisions of Article V of
the Separation Agreement, which provisions are hereby incorporated by reference
into this Agreement and any references to “Agreement” in such Article V as
incorporated herein shall be deemed to be references to this Agreement.


 


Article 11

Dispute Resolution


 


Any controversy, dispute or claim arising out
of, in connection with, or in relation to the interpretation, performance,
nonperformance, validity, termination or breach of this Agreement or otherwise
arising out of, or in any way related to this Agreement or the transactions
contemplated hereby, including any claim based on contract, tort, statute or
constitution (but excluding any controversy, dispute or claim arising out of
any Contract relating to the use or lease of real property if any third party
is a necessary party to such controversy, dispute or claim) (collectively, “Agreement
Dispute”), shall be governed by, and be subject to, the provisions of Article IX
of the Separation Agreement, which provisions (and related defined terms) are
hereby incorporated by reference into this Agreement.


 


Article 12

Property Rights


 


12.1         No
Transfer.  The Parties acknowledge
and agree that nothing in this Agreement is intended to transfer any right,
title, or interest in and to any tangible, intangible, real or personal
property (including any and all intellectual property rights).  Notwithstanding any materials, deliverables,
or other products that may be created or developed by Service Provider or its Subsidiaries
from the date hereof through the expiration or termination of the relevant 


 


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Services Term, Service Provider
does not hereby convey, nor does Service Recipient nor any of its Subsidiaries hereby
obtain, any right, title, or interest in or to any of Service Provider’s or any
of its Subsidiaries’ equipment, materials, deliverables, products, or any other
rights or property used to provide the Services.  All customer and personnel data, files and
input and output materials and the media upon which they are located that are
supplied by Service Recipient or any of its Subsidiaries in connection with
this Agreement shall remain Service Recipient’s or such Subsidiary’s property,
respectively, and Service Provider shall not have any rights or interests with
respect thereto.


 


Article 13

Confidential Information


 


Any Confidential Information received by
either Party or its Affiliates from the other Party or any of its Affiliates in
connection with this Agreement shall be governed by, and be subject to, the
provisions of Article VII of the Separation Agreement, which provisions
are hereby incorporated by reference into this Agreement and any references to “Agreement”
in such Article VII as incorporated herein shall be deemed to be
references to this Agreement.


 


Article 14

Miscellaneous


 


14.1         Incorporation.  The provisions of Article XII
(Miscellaneous) (except for Section 12.8) of the Separation Agreement are
incorporated herein, mutatis mutandis,
by reference.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the Parties caused this
Transition Services Agreement to be duly executed as of the day and year first
above written.


 


 


	
   

  	
  PDL BioPharma, Inc.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. McLaughlin

  
	
   

  	
  Name:

  	
  John P. McLaughlin

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Facet Biotech Corporation,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Faheem Hasnain

  
	
   

  	
  Name:

  	
  Faheem Hasnain

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer