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ANY RIGHTS IT MAY HAVE UNDER THIS SECTION 8.4 OR OTHERWISE TO PREVENT THE
PRODUCTION OR DISCLOSURE OF SUCH PRIVILEGED INFORMATION.
(H)
THE TRANSFER OF ALL INFORMATION PURSUANT TO THIS AGREEMENT IS MADE
IN RELIANCE ON THE AGREEMENT OF PDL AND FACET, AS SET FORTH IN THIS SECTION 8.4
AND ELSEWHERE IN THIS AGREEMENT, TO MAINTAIN THE CONFIDENTIALITY OF PRIVILEGED
INFORMATION AND TO ASSERT AND MAINTAIN APPLICABLE PRIVILEGES.
THE ACCESS TO
INFORMATION BEING GRANTED PURSUANT TO SECTIONS 8.1 AND 8.2, THE AGREEMENT TO
PROVIDE WITNESSES AND INDIVIDUALS PURSUANT TO SECTION 8.3 AND THE TRANSFER OF
PRIVILEGED INFORMATION BETWEEN THE PARTIES PURSUANT TO THIS AGREEMENT SHALL NOT
BE DEEMED A WAIVER OF ANY PRIVILEGE THAT HAS BEEN OR MAY BE ASSERTED UNDER THIS
AGREEMENT OR OTHERWISE.
ARTICLE IX
DISPUTE RESOLUTION
9.1
DISPUTES AND NEGOTIATION.
PDL AND FACET RECOGNIZE THAT DISPUTES
AS TO CERTAIN MATTERS MAY FROM TIME TO TIME ARISE DURING THE EFFECTIVENESS OF
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS WHICH RELATE TO EITHER PARTY'S
RIGHTS AND OBLIGATIONS HEREUNDER OR THEREUNDER.
IT IS THE OBJECTIVE OF THE
PARTIES TO ESTABLISH PROCEDURES TO FACILITATE THE RESOLUTION OF DISPUTES ARISING
UNDER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS IN AN EXPEDIENT MANNER BY
MUTUAL COOPERATION AND WITHOUT RESORT TO LITIGATION.
TO ACCOMPLISH THIS
OBJECTIVE, THE PARTIES AGREE TO FOLLOW THE PROCEDURES SET FORTH IN THIS
ARTICLE IX IF AND WHEN A DISPUTE ARISES UNDER THIS AGREEMENT OR THE ANCILLARY
AGREEMENTS.
IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES, A DESIGNATED
REPRESENTATIVE OF EACH OF PDL AND FACET WILL MEET AS REASONABLY REQUESTED BY
EITHER PARTY TO REVIEW ANY SUCH DISPUTE.
IF THE DISAGREEMENT IS NOT RESOLVED BY
THE DESIGNATED REPRESENTATIVES BY MUTUAL AGREEMENT WITHIN THIRTY (30) DAYS AFTER
A MEETING TO DISCUSS THE DISAGREEMENT, EITHER PARTY MAY AT ANY TIME THEREAFTER
PROVIDE THE OTHER PARTY WRITTEN NOTICE SPECIFYING THE TERMS OF SUCH DISAGREEMENT
IN REASONABLE DETAIL.
UPON RECEIPT OF SUCH NOTICE, THE CHIEF EXECUTIVE OFFICERS
OF PDL AND FACET SHALL MEET AT A MUTUALLY AGREED UPON TIME AND LOCATION FOR THE
PURPOSE OF RESOLVING SUCH DISAGREEMENT.
THE CHIEF EXECUTIVE OFFICERS OF PDL AND
FACET WILL DISCUSS SUCH DISAGREEMENT AND/OR NEGOTIATE FOR A PERIOD OF UP TO
SIXTY (60) DAYS IN AN EFFORT TO RESOLVE SUCH DISAGREEMENT OR NEGOTIATE AN
ACCEPTABLE INTERPRETATION OR REVISION OF THE APPLICABLE PORTION OF THIS
AGREEMENT OR THE ANCILLARY AGREEMENTS MUTUALLY AGREEABLE TO BOTH PARTIES,
WITHOUT THE NECESSITY OF FORMAL PROCEDURES RELATING THERETO.
DURING THE COURSE
OF SUCH NEGOTIATIONS, THE PARTIES WILL REASONABLY COOPERATE AND PROVIDE
INFORMATION THAT IS NOT MATERIALLY CONFIDENTIAL IN ORDER THAT EACH OF THE
PARTIES MAY BE FULLY INFORMED WITH RESPECT TO THE ISSUES IN DISPUTE.
THE
INSTITUTION OF A FORMAL PROCEEDING, INCLUDING ARBITRATION UNDER SECTION 9.2, TO
RESOLVE THE DISAGREEMENT MAY OCCUR BY WRITTEN NOTICE TO THE OTHER PARTY ONLY
AFTER THE EARLIER OF: (I) THE CHIEF EXECUTIVE OFFICERS OF PDL AND FACET MUTUALLY
AGREEING THAT RESOLUTION OF THE DISAGREEMENT THROUGH CONTINUED NEGOTIATION IS
NOT LIKELY TO OCCUR; OR (II) THE EXPIRATION