AS PROMPTLY AS PRACTICABLE TRANSFER OR CAUSE TO BE
TRANSFERRED, AT PDL'S EXPENSE, AND PDL SHALL ACCEPT SUCH TRANSFER AND/OR ASSUME,
FOR NO CONSIDERATION, SUCH PDL ASSET AND/OR LIABILITY, INCLUDING ANY AND ALL
ECONOMIC BENEFITS GENERATED FROM SUCH PDL ASSET AND/OR LIABILITIES AFTER THE
EFFECTIVE TIME, TO PDL.
EACH SUCH TRANSFERRED ASSET OR LIABILITY SHALL BE
DEEMED A PDL ASSET OR A PDL LIABILITY, RESPECTIVELY, AND SHALL BE SUBJECT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT APPLICABLE THERETO.
(G)
IN FURTHERANCE OF THE TRANSFER AND THE ASSUMPTION OF THE FACET
LIABILITIES BY FACET AS SET FORTH ABOVE, AND SIMULTANEOUSLY WITH THE EXECUTION
AND DELIVERY OF THIS AGREEMENT (I) PDL SHALL EXECUTE AND DELIVER SUCH BILLS OF
SALE, STOCK POWERS, CERTIFICATES OF TITLE, ASSIGNMENTS OF CONTRACTS AND OTHER
INSTRUMENTS OF TRANSFER, CONVEYANCE AND ASSIGNMENT AS AND TO THE EXTENT
NECESSARY TO EVIDENCE THE TRANSFER, AND (II) FACET SHALL EXECUTE AND DELIVER TO
PDL SUCH BILLS OF SALE, STOCK POWERS, CERTIFICATES OF TITLE, ASSUMPTIONS OF
CONTRACTS, INDEMNITY AGREEMENTS AND OTHER INSTRUMENTS OF ASSUMPTION AS AND TO
THE EXTENT NECESSARY TO EVIDENCE THE VALID AND EFFECTIVE ASSUMPTION.
2.3
GOVERNMENTAL APPROVALS; CONSENTS.
(A)
TO THE EXTENT THAT THE TRANSFER OR THE ASSUMPTION REQUIRES ANY
GOVERNMENTAL APPROVALS, THE PARTIES SHALL USE REASONABLE BEST EFFORTS TO OBTAIN
ANY SUCH GOVERNMENTAL APPROVALS.
IF AND TO THE EXTENT THAT THE TRANSFER OR THE
ASSUMPTION WOULD BE A VIOLATION OF APPLICABLE LAWS OR REQUIRE ANY GOVERNMENTAL
APPROVAL IN CONNECTION WITH THE SEPARATION OR THE DISTRIBUTION, THEN, UNLESS PDL
SHALL OTHERWISE DETERMINE, THE TRANSFER TO OR ASSUMPTION BY FACET OF SUCH FACET
ASSETS OR FACET LIABILITIES, AS THE CASE MAY BE, SHALL BE AUTOMATICALLY DEEMED
DEFERRED AND ANY SUCH PURPORTED TRANSFER OR THE ASSUMPTION SHALL BE NULL AND
VOID UNTIL SUCH TIME AS ALL LEGAL IMPEDIMENTS ARE REMOVED AND/OR EACH OF SUCH
GOVERNMENTAL APPROVAL HAS BEEN OBTAINED.
(B)
THE PARTIES SHALL USE REASONABLE BEST EFFORTS TO OBTAIN ANY
CONSENTS REQUIRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
NOTWITHSTANDING THE FOREGOING, NO PARTY SHALL BE OBLIGATED TO PAY
ANY CONSIDERATION THEREFOR TO ANY THIRD PARTY FROM WHOM ANY SUCH CONSENT,
SUBSTITUTION OR AMENDMENT IS REQUESTED (UNLESS SUCH PARTY IS FULLY REIMBURSED BY
THE REQUESTING PARTY).
2.4
DEFERRED TRANSFERS/ASSUMPTIONS.
(A)
IF THE TRANSFER OF ANY FACET ASSET OR ASSUMPTION INTENDED TO BE
TRANSFERRED AND ASSUMED HEREUNDER IS NOT CONSUMMATED PRIOR TO OR AT THE
EFFECTIVE TIME, WHETHER AS A RESULT OF THE PROVISIONS OF SECTION 2.3 OR FOR ANY
OTHER REASON, THEN PDL SHALL THEREAFTER HOLD SUCH FACET ASSET FOR THE USE AND
BENEFIT OF FACET IF PERMITTED BY LAW.
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(B)
IF AND WHEN THE CONSENTS AND/OR GOVERNMENTAL APPROVALS, OR ANY
OTHER IMPEDIMENTS TO TRANSFER OR ASSUMPTION, THE ABSENCE OF WHICH CAUSED THE
DEFERRAL OF TRANSFER OF ANY FACET ASSET OR ASSUMPTION PURSUANT TO SECTION 2.3 OR
OTHERWISE, ARE OBTAINED OR REMOVED (AS APPROPRIATE), THE TRANSFER OF THE
APPLICABLE FACET ASSET OR ASSUMPTION SHALL BE EFFECTED IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT AND/OR THE APPLICABLE