NAMES.
AS SOON AS REASONABLY
PRACTICABLE AND IN ANY EVENT WITHIN ONE HUNDRED EIGHTY (180) DAYS AFTER THE
DISTRIBUTION DATE, EACH PARTY SHALL (I) CEASE TO MAKE ANY USE OF THE OTHER
PARTY'S RESPECTIVE NAME AND ANY TRADEMARKS RELATED THERETO OR CONTAINING OR
COMPRISING THE FOREGOING, INCLUDING ANY NAME OR MARK CONFUSINGLY SIMILAR THERETO
OR DILUTIVE THEREOF (THE "MARKS"), (II) TAKE ALL STEPS NECESSARY, AND FULLY
COOPERATE WITH THE OTHER PARTY AND ITS AFFILIATES, TO REMOVE THE MARKS FROM ANY
CORPORATE, TRADE, AND ASSUMED NAMES AND CANCEL ANY RECORDATION OF SUCH NAMES
WITH ANY GOVERNMENTAL ENTITY, AND CHANGE ANY CORPORATE, TRADE, AND ASSUMED NAME
THAT USES THE MARKS TO A NAME THAT DOES NOT INCLUDE THE MARKS OR ANY VARIATION,
DERIVATION, OR COLORABLE IMITATION THEREOF, AND (III) REMOVE, STRIKE OVER OR
OTHERWISE OBLITERATE ALL MARKS FROM (OR OTHERWISE NOT USE) IN ALL MATERIALS
OWNED BY EACH PARTY AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION, ANY
BUSINESS CARDS, STATIONARY, PACKAGING MATERIALS, DISPLAYS, SIGNS, PROMOTIONAL
AND ADVERTISING MATERIALS, AND OTHER MATERIALS OR MEDIA INCLUDING ANY INTERNET
USAGE OR DOMAIN NAMES THAT INCLUDE THE MARKS.
6.3
PREPARATION OF OPENING FACET BALANCE SHEET.
AS SOON AS PRACTICABLE AFTER THE DISTRIBUTION DATE, THE PARTIES SHALL COOPERATE
IN THE PREPARATION OF THE OPENING FACET BALANCE SHEET, PREPARED ON THE SAME
BASIS AS THE UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF FACET,
DATED AS OF SEPTEMBER 30, 2008, INCLUDED IN THE FORM 10.
6.4
Amendment of Patent Licensing Master
Agreements.
The Parties shall cooperate and shall each use commercially
reasonable efforts to:
(A)
AMEND AND RESTATE THE PATENT LICENSING
MASTER AGREEMENT BETWEEN PDL AND GENENTECH, INC. ("GENENTECH"), DATED
SEPTEMBER 25, 1998, AS AMENDED (THE "GENENTECH PLMA"), AND CAUSE FACET TO BECOME
A PARTY TO AN AGREEMENT WITH GENENTECH THAT WILL ALLOW FACET TO OBTAIN LICENSES
TO THE GNE LICENSED PATENTS (AS THAT TERM IS DEFINED IN THE GENENTECH PLMA) ON
THE SAME TERMS AND CONDITIONS PROVIDED TO PDL UNDER THE GENENTECH PLMA; AND
25
(b)
amend and restate the Patent Licensing
Master Agreement between PDL and Celltech Therapeutics Limited (now UCB
Celltech, "Celltech"), dated December 23, 1999 (the "Celltech PLMA"), and cause
Facet to become a party to an agreement with Celltech that will allow Facet to
obtain licenses to the Celltech Licensed Patents (as that term is defined in the
Celltech PLMA) on the same terms and conditions provided to PDL under the
Celltech PLMA.
6.5
PAYMENT OF ACCRUED MERIT BONUSES.
FACET SHALL RECOMMEND THE AMOUNT,
IF ANY, OF THE MERIT BONUS WITH RESPECT TO 2008 SERVICE TO PDL PRIOR TO THE
EFFECTIVE TIME (A "2008 MERIT BONUS") EARNED BY EACH FACET EMPLOYEE AND EACH PDL
EMPLOYEE WHOSE EMPLOYMENT PDL TERMINATED AFTER JULY 1, 2008 BUT BEFORE THE
EFFECTIVE TIME BECAUSE PDL ELIMINATED SUCH EMPLOYEE'S EMPLOYMENT POSITION IN
CONNECTION WITH A REDUCTION IN FORCE (EACH SUCH TERMINATED EMPLOYEE, A
"TERMINATED TRANSITION EMPLOYEE"), WHICH RECOMMENDATION SHALL BE MADE IN A
MANNER CONSISTENT WITH THE TERMS OF PDL'S 2008 BONUS PROGRAM AND PDL'S PAST
PRACTICES.
ON OR