ANCILLARY AGREEMENT.
(C)
WITH RESPECT TO ANY FACET ASSET RETAINED BY PDL DUE TO THE
DEFERRAL OF THE TRANSFER OF SUCH FACET ASSET, PDL SHALL TAKE SUCH ACTIONS WITH
RESPECT TO SUCH FACET ASSET AS MAY BE REASONABLY REQUESTED BY FACET.
(D)
IF THE PARTIES ARE UNABLE TO OBTAIN, OR TO CAUSE TO BE OBTAINED,
ANY SUCH REQUIRED GOVERNMENTAL APPROVALS, CONSENTS, RELEASE, SUBSTITUTION OR
AMENDMENT PURSUANT TO SECTION 2.3 OR OTHERWISE, PDL SHALL (I) CONTINUE TO BE
BOUND BY SUCH CONTRACT, LICENSE OR OTHER OBLIGATION, WHICH SHALL NOT CONSTITUTE
A LIABILITY OF PDL (UNLESS NOT PERMITTED BY LAW OR THE TERMS THEREOF), (II) AS
AGENT OR SUBCONTRACTOR FOR FACET, PAY, PERFORM AND DISCHARGE FULLY ALL THE
OBLIGATIONS OR OTHER FACET LIABILITIES THEREUNDER AFTER THE EFFECTIVE TIME, AND
(III) DELIVER TO FACET ANY PAYMENTS, BENEFITS OR OTHER CONSIDERATION RECEIVED BY
PDL UNDER SUCH CONTRACT, LICENSE OR OTHER OBLIGATION; PROVIDED, HOWEVER, THAT
PDL SHALL NOT BE OBLIGATED TO EXTEND, RENEW OR OTHERWISE CAUSE SUCH CONTRACT,
LICENSE OR OTHER OBLIGATION TO REMAIN IN EFFECT BEYOND THE TERM IN EFFECT AS OF
THE EFFECTIVE TIME.
FACET SHALL HAVE THE RIGHT TO DIRECT PDL TO EXERCISE PDL'S
RIGHTS UNDER SUCH CONTRACT, LICENSE OR OTHER OBLIGATION FOR THE BENEFIT OF
FACET.
FACET SHALL FULLY INDEMNIFY PDL AND ITS AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND HOLD EACH OF THEM HARMLESS AGAINST ANY AND ALL OBLIGATIONS
OR FACET LIABILITIES ARISING IN CONNECTION THEREWITH AND ALSO FOR ANY ACTIONS
REQUESTED BY FACET PURSUANT TO SECTION 2.4(C), PROVIDED, HOWEVER, THAT FACET
SHALL HAVE NO OBLIGATION TO INDEMNIFY PDL WITH RESPECT TO ANY MATTER TO THE
EXTENT THAT PDL HAS ENGAGED IN ANY VIOLATION OF LAW OR FRAUD IN CONNECTION
THEREWITH.
PDL SHALL, WITHOUT FURTHER CONSIDERATION, PROMPTLY PAY AND REMIT, OR
CAUSE TO BE PROMPTLY PAID OR REMITTED, TO FACET, ALL MONEY, RIGHTS AND OTHER
CONSIDERATION RECEIVED BY IT OR ANY OF ITS SUBSIDIARIES IN RESPECT OF SUCH
PERFORMANCE ON BEHALF OF FACET (UNLESS ANY SUCH CONSIDERATION IS AN EXCLUDED
ASSET OF PDL PURSUANT TO THIS AGREEMENT).
IF AND WHEN ANY SUCH GOVERNMENTAL
APPROVAL, CONSENT, RELEASE, SUBSTITUTION OR AMENDMENT SHALL BE OBTAINED OR SUCH
AGREEMENT, LEASE, LICENSE OR OTHER RIGHTS OR OBLIGATIONS SHALL OTHERWISE BECOME
ASSIGNABLE OR CAPABLE OF NOVATION, PDL SHALL PROMPTLY ASSIGN, OR CAUSE TO BE
ASSIGNED, ALL RIGHTS, OBLIGATIONS AND OTHER FACET LIABILITIES THEREUNDER OF
PDL'S TO FACET WITHOUT PAYMENT OF ANY FURTHER CONSIDERATION AND FACET, WITHOUT
THE PAYMENT OF ANY FURTHER CONSIDERATION, SHALL ASSUME SUCH RIGHTS AND
OBLIGATIONS AND OTHER FACET LIABILITIES.
2.5
CALCULATION, ADJUSTMENT AND PAYMENT OF SELECTED LIABILITIES.
(A)
"PDL CONSOLIDATED BALANCE SHEET" SHALL MEAN THE UNAUDITED
CONSOLIDATED BALANCE SHEET OF PDL, DATED AS OF THE DAY IMMEDIATELY PRECEDING THE
DISTRIBUTION DATE, PREPARED ON A BASIS CONSISTENT WITH THE BASIS ON WHICH THE
UNAUDITED CONSOLIDATED BALANCE SHEET INCLUDED IN PDL'S QUARTERLY REPORT ON
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008 AND FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 2008 WAS PREPARED.
AS SOON
AS REASONABLY PRACTICABLE AFTER THE EFFECTIVE