DISTRIBUTION DATE, TO TAKE, OR CAUSE TO BE
TAKEN, ALL ACTIONS, AND TO DO, OR CAUSE TO BE DONE, ALL THINGS, REASONABLY
NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAWS, REGULATIONS AND AGREEMENTS
TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AND THE ANCILLARY AGREEMENTS.
31
(B)
WITHOUT LIMITING THE FOREGOING, PRIOR TO, ON AND AFTER THE
DISTRIBUTION DATE, EACH PARTY SHALL COOPERATE WITH THE OTHER PARTY, AND WITHOUT
ANY FURTHER CONSIDERATION, BUT AT THE EXPENSE OF THE REQUESTING PARTY, TO
EXECUTE AND DELIVER, OR USE ITS REASONABLE BEST EFFORTS TO CAUSE TO BE EXECUTED
AND DELIVERED, ALL INSTRUMENTS, INCLUDING INSTRUMENTS OF CONVEYANCE, ASSIGNMENT
AND TRANSFER, AND TO MAKE ALL FILINGS WITH, AND TO OBTAIN ALL CONSENTS,
APPROVALS OR AUTHORIZATIONS OF, ANY GOVERNMENTAL ENTITY OR ANY OTHER PERSON
UNDER ANY PERMIT, LICENSE, AGREEMENT, INDENTURE OR OTHER INSTRUMENT (INCLUDING
ANY CONSENTS OR GOVERNMENTAL APPROVALS), AND TO TAKE ALL SUCH OTHER ACTIONS AS
SUCH PARTY MAY REASONABLY BE REQUESTED TO TAKE BY THE OTHER PARTY FROM TIME TO
TIME, CONSISTENT WITH THE TERMS OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS,
IN ORDER TO EFFECTUATE THE PROVISIONS AND PURPOSES OF THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS AND THE TRANSFERS OF THE FACET ASSETS AND THE ASSIGNMENT
AND ASSUMPTION OF THE FACET LIABILITIES AND THE OTHER TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY.
ARTICLE XI
TERMINATION
11.1
TERMINATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS
AGREEMENT (INCLUDING ARTICLE V (INDEMNIFICATION)) MAY BE TERMINATED AND THE
SEPARATION AND DISTRIBUTION MAY BE AMENDED, MODIFIED OR ABANDONED AT ANY TIME
PRIOR TO THE DISTRIBUTION BY AND IN THE SOLE DISCRETION OF PDL WITHOUT THE
APPROVAL OF FACET OR THE STOCKHOLDERS OF PDL.
IN THE EVENT OF SUCH
TERMINATION, NO PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY OTHER
PERSON.
AFTER THE DISTRIBUTION, THIS AGREEMENT MAY NOT BE TERMINATED EXCEPT BY
AN AGREEMENT IN WRITING SIGNED BY EACH PARTY.
ARTICLE XII
MISCELLANEOUS
12.1
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT 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.
12.2
ASSIGNABILITY.
THE PROVISIONS OF THIS AGREEMENT, EACH ANCILLARY
AGREEMENT AND THE OBLIGATIONS AND RIGHTS HEREUNDER SHALL BE BINDING UPON, INURE
TO THE BENEFIT OF AND BE ENFORCEABLE BY (AND AGAINST) THE PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED TRANSFEREES AND ASSIGNS.
NOTWITHSTANDING
THE FOREGOING, THIS AGREEMENT SHALL NOT BE ASSIGNABLE, IN WHOLE OR IN PART, BY
ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, AND ANY ATTEMPT
TO ASSIGN ANY RIGHTS OR OBLIGATIONS ARISING UNDER THIS AGREEMENT WITHOUT SUCH
CONSENT SHALL BE NULL AND VOID; PROVIDED, HOWEVER, THAT A PARTY MAY ASSIGN THIS
AGREEMENT TO AN AFFILIATE CONTROLLED BY SUCH PARTY OR IN CONNECTION WITH A
MERGER TRANSACTION IN WHICH SUCH PARTY IS NOT THE SURVIVING ENTITY OR IN
CONNECTION WITH THE SALE OR OTHER TRANSFER BY SUCH