LIABILITIES OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM
FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM, INCLUDING ANY ACCOUNTS RECEIVABLE,
OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION,
ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY
TITLE TO ANY FACET ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND
FILING HEREOF OR THEREOF.
EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY
ANCILLARY AGREEMENT, ALL SUCH FACET ASSETS ARE BEING TRANSFERRED ON AN "AS IS,"
"WHERE IS" BASIS AND SO LONG AS THE TRANSFEROR IS IN COMPLIANCE WITH THE TERMS
OF THIS AGREEMENT RELATING TO THE TRANSFER, THE TRANSFEREE SHALL BEAR THE
ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT
TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY
SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE
NOT OBTAINED OR THAT THE REQUIREMENTS OF LAWS, CONTRACTS, OR JUDGMENTS ARE NOT
COMPLIED WITH.
ARTICLE III
THE DISTRIBUTION
3.1
THE DISTRIBUTION.
(A)
SUBJECT TO SECTION 3.3, ON OR PRIOR TO THE DISTRIBUTION DATE, FOR
THE BENEFIT OF AND DISTRIBUTION TO THE HOLDERS OF PDL COMMON STOCK ON THE RECORD
DATE, PDL WILL DELIVER STOCK CERTIFICATES, ENDORSED BY PDL IN BLANK, TO THE
DISTRIBUTION AGENT, BNY MELLON SHAREOWNER SERVICES (THE "AGENT"), REPRESENTING
ALL OF THE OUTSTANDING AND ISSUED SHARES OF FACET COMMON STOCK THEN OWNED BY
PDL.
PDL SHALL INSTRUCT THE AGENT TO ELECTRONICALLY DISTRIBUTE ON THE
DISTRIBUTION DATE THE APPROPRIATE NUMBER OF SUCH SHARES OF FACET COMMON STOCK TO
EACH SUCH HOLDER OR DESIGNATED TRANSFEREE OR TRANSFEREES OF SUCH HOLDER.
(B)
SUBJECT TO SECTION 3.4, EACH HOLDER OF PDL COMMON STOCK ON THE
RECORD DATE (OR SUCH HOLDER'S DESIGNATED TRANSFEREE OR TRANSFEREES) WILL BE
ENTITLED TO RECEIVE IN THE DISTRIBUTION ONE (1) SHARE OF FACET COMMON STOCK FOR
EVERY FIVE (5) SHARES OF PDL COMMON STOCK.
NO INVESTMENT DECISION OR ACTION BY
ANY SUCH STOCKHOLDER SHALL BE NECESSARY FOR SUCH STOCKHOLDER (OR SUCH
STOCKHOLDER'S DESIGNATED TRANSFEREE OR TRANSFEREES) TO RECEIVE THE APPLICABLE
NUMBER OF SHARES OF FACET COMMON STOCK.
(C)
FACET AND PDL, AS THE CASE MAY BE, WILL PROVIDE TO THE AGENT ANY
AND ALL INFORMATION REQUIRED IN ORDER TO COMPLETE THE DISTRIBUTION.
15
3.2
ACTIONS IN CONNECTION WITH THE DISTRIBUTION.
(A)
FACET SHALL PREPARE AND, IN ACCORDANCE WITH APPLICABLE LAW, FILE
WITH THE SEC AND CAUSE TO BECOME EFFECTIVE THE FORM 10, INCLUDING AMENDMENTS,
SUPPLEMENTS, EXHIBITS AND ANY SUCH OTHER DOCUMENTATION WHICH IS NECESSARY OR
DESIRABLE TO EFFECTUATE THE SEPARATION AND THE DISTRIBUTION, AND PDL AND FACET
SHALL EACH USE REASONABLE BEST EFFORTS TO OBTAIN ALL NECESSARY APPROVALS FROM
THE SEC WITH RESPECT THERETO AS SOON AS PRACTICABLE.
(B)
IN CONNECTION WITH THE DISTRIBUTION, PDL AND FACET SHALL PREPARE
AND MAIL TO THE HOLDERS OF PDL COMMON STOCK SUCH INFORMATION CONCERNING FACET,
THE FACET BUSINESS, THE FACET ASSETS, THE FACET LIABILITIES, OPERATIONS AND
MANAGEMENT, THE DISTRIBUTION, THE SEPARATION AND SUCH OTHER