AGREEMENT AND PLAN OF MERGER Dated as of March 9, 2010, among Abbott Laboratories, Amber Acquisition Inc. and Facet Biotech CorporationAgreement and Plan of Merger • March 10th, 2010 • Facet Biotech Corp • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of March 9, 2010 (the "Agreement Date"), is among Abbott Laboratories, an Illinois corporation ("Parent"), Amber Acquisition Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent ("Merger Sub"), and Facet Biotech Corporation, a Delaware corporation (the "Company").
Indemnity AgreementIndemnity Agreement • November 12th, 2008 • Facet Biotech Corp • Pharmaceutical preparations • Delaware
This Indemnity Agreement (this “Agreement”), dated as of December , 2008, is made by and between Facet Biotech Corporation, a Delaware corporation (the “Company”), and , an individual (the “Indemnitee”).
Separation and Distribution AgreementSeparation and Distribution Agreement • December 18th, 2008 • Facet Biotech Corp • Pharmaceutical preparations • Delaware
This Separation and Distribution Agreement (this “Agreement”), dated as of December 17, 2008, is entered into by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
Facet Biotech Corporation Stock Option Agreement (For Participant in Retention and Severance Plan)Stock Option Agreement • October 6th, 2008 • Facet Biotech Corp • Pharmaceutical preparations • California
Facet Biotech Corporation has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an Option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Facet Biotech Corporation 2008 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. Further, the Option shall be subject to the provisions of the Retention and Severance Plan as applicable to the Participant, and such provisions are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a pr
Tax Sharing and Indemnification AgreementSharing and Indemnification Agreement • December 18th, 2008 • Facet Biotech Corp • Pharmaceutical preparations • Delaware
THIS TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of December 18, 2008 (the “Distribution Date”), is entered into by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”) (each a “Party” and collectively, the “Parties”). Capitalized terms not defined herein shall have the meaning set forth in the Separation Agreement.
Transition Services AgreementTransition Services Agreement • December 18th, 2008 • Facet Biotech Corp • Pharmaceutical preparations
This Transition Services Agreement (this “Agreement”) is entered into as of December 18, 2008, by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”), each a “Party” and together, the “Parties”. Capitalized terms not defined herein shall have the meaning set forth in that certain Separation and Distribution Agreement dated as of December 17, 2008 by and between the Parties, as amended or otherwise modified from time to time (the “Separation Agreement”). This Agreement shall be effective on the Distribution Date, as defined in the Separation Agreement.
CONFIDENTIAL PROVISIONS REDACTED COLLABORATION AGREEMENTCollaboration Agreement • December 4th, 2008 • Facet Biotech Corp • Pharmaceutical preparations • California
THIS COLLABORATION AGREEMENT (the “Agreement”) is entered into as of September 12, 2005 (the “Effective Date”) by and between Protein Design Labs, Inc., a Delaware corporation having its offices at 34801 Campus Drive, Fremont, California 94555 (“PDL”), and Biogen Idec MA Inc., a Massachusetts corporation having offices at 14 Cambridge Center, Cambridge, Massachusetts 02142 (“Biogen Idec”). PDL and Biogen Idec may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AGREEMENT TO PARTICIPATE IN THE FACET BIOTECH CORPORATION RETENTION AND SEVERANCE PLANFacet Biotech Corp • March 31st, 2009 • Pharmaceutical preparations
In consideration of the benefits provided by the Facet Biotech Corporation Retention and Severance Plan (the “Plan”), the undersigned employee of Facet Biotech Corporation (the “Company”) and the Company agree that, as of the date written below, the undersigned shall become a Participant in the Plan and shall be fully bound by and subject to all of its provisions, subject to the modification of Section 4.1(b)(4) thereof, titled “Involuntary Termination Absent a Change in Control — Severance Benefits — Acceleration of Vesting of Equity Awards,” set forth in Appendix A attached hereto. All references to a “Participant” in the Plan shall be deemed to refer to the undersigned.
COLLABORATION AGREEMENT BY AND BETWEEN PDL BIOPHARMA, INC. AND BRISTOL-MYERS SQUIBB COMPANY AUGUST 18, 2008Collaboration Agreement • December 4th, 2008 • Facet Biotech Corp • Pharmaceutical preparations
THIS COLLABORATION AGREEMENT (the “Agreement”) is made and entered into as of August 18, 2008 (the “Execution Date”) by and between PDL Biopharma, Inc., a Delaware corporation having its principal place of business at 1400 Seaport Blvd., Redwood City, CA 94063 (“PDL”) and Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”), effective as of the Effective Date (as defined in Section 12.6), except for Article 10 and Section 12.6, which shall be effective as of the Execution Date. PDL and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
STOCKHOLDERS AGREEMENTStockholders Agreement • December 16th, 2009 • Facet Biotech Corp • Pharmaceutical preparations • Delaware
This STOCKHOLDERS AGREEMENT, dated as of December 16, 2009, is between Facet Biotech Corporation, a Delaware corporation (the “Company”), and The Baupost Group, L.L.C., Baupost Value Partners, L.P.-IV, SAK Corporation and Seth A. Klarman (collectively, the “Baupost Entities”).
SECOND AMENDMENT TO TRIPLE NET SPACE LEASETriple Net Space Lease • March 31st, 2009 • Facet Biotech Corp • Pharmaceutical preparations • California
This Second Amendment to Triple Net Space Lease (this “Amendment”), dated for reference purposes only as of December 18, 2008, is made by and among SRI Eight Pacific Shores LLC, a Delaware limited liability company (“Lessor”), PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”).
FACET BIOTECH CORPORATION AND MELLON INVESTOR SERVICES LLC as Rights Agent RIGHTS AGREEMENT Dated as of September 7, 2009Rights Agreement • September 9th, 2009 • Facet Biotech Corp • Pharmaceutical preparations • New York
This Rights Agreement (the “Rights Agreement”), is dated as of September 7, 2009, between Facet Biotech Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).
CONFIDENTIAL PROVISIONS REDACTED ASSET PURCHASE AGREEMENT BY AND BETWEEN PDL BIOPHARMA, INC., a Delaware corporation andAsset Purchase Agreement • August 13th, 2008 • Biotech Spinco, Inc. • California
This Asset Purchase Agreement (this “Agreement”) is entered into as of February 4, 2008 (the “Effective Date”) between PDL BioPharma, Inc., a Delaware corporation (“Seller”) and EKR Therapeutics, Inc., a Delaware corporation (“Buyer”).
CLINICAL DRUG SUBSTANCE SUPPLY AGREEMENTClinical Drug Substance Supply Agreement • December 4th, 2008 • Facet Biotech Corp • Pharmaceutical preparations • New York
THIS CLINICAL DRUG SUBSTANCE SUPPLY AGREEMENT (this “Agreement”) is effective as of the Effective Date (as defined below) and is by and between GMN, Inc., a Delaware corporation and a wholly owned subsidiary of Genmab A/S, a corporation organized under the laws of Denmark, having its principal place of business at 9450 Winnetka Avenue N, Brooklyn Park, MN (“GMN”) and PDL BioPharma, Inc., a corporation organized under the laws of Delaware, having its principal place of business at 1400 Seaport Boulevard, Redwood City, CA 94063 (“PDL”).
SUBLEASESublease • August 13th, 2008 • Biotech Spinco, Inc. • California
THIS SUBLEASE is dated for references purposes only as of July 6, 2006, and is entered by and between OPENWAVE SYSTEMS INC., a Delaware corporation (“Sublessor”), and PDL BIOPHARMA, INC., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
FIRST AMENDMENT TO TRIPLE NET SPACE LEASETriple Net Space Lease • March 31st, 2009 • Facet Biotech Corp • Pharmaceutical preparations • California
This First Amendment to Triple Net Space Lease (the “Amendment”), is dated as of March 31, 2008, by and between SRI Eight Pacific Shores LLC, a Delaware limited liability company, successor by assignment to Pacific Shores Investors LLC, a Delaware limited liability company (the “Landlord”) and PDL Biopharma, Inc., a Delaware corporation (the “Tenant”).
LICENSE AGREEMENT BY AND BETWEEN PROTEIN DESIGN LABS, INC. AND HUMAN GENOME SCIENCES, INC. December 15, 2005License Agreement • December 4th, 2008 • Facet Biotech Corp • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is entered into as of December 15, 2005 (the “Effective Date”) by and between PROTEIN DESIGN LABS, INC., having its principal offices at 34801 Campus Drive, Fremont, CA 94555 USA (“PDL”), and HUMAN GENOME SCIENCES, INC., having its principal offices at 14200 Shady Grove Road, Rockville, MD 20850 USA (“HGS”). PDL and HGS are each individually referred to as a “Party,” and collectively as the “Parties.”
LICENSE AGREEMENT BY AND BETWEEN PROTEIN DESIGN LABS, INC. AND HUMAN GENOME SCIENCES, INC. December 15, 2005License Agreement • October 27th, 2008 • Facet Biotech Corp • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is entered into as of December 15, 2005 (the “Effective Date”) by and between PROTEIN DESIGN LABS, INC., having its principal offices at 34801 Campus Drive, Fremont, CA 94555 USA (“PDL”), and HUMAN GENOME SCIENCES, INC., having its principal offices at 14200 Shady Grove Road, Rockville, MD 20850 USA (“HGS”). PDL and HGS are each individually referred to as a “Party,” and collectively as the “Parties.”
AGREEMENT TO PARTICIPATE IN THE FACET BIOTECH CORPORATION RETENTION AND SEVERANCE PLANFacet Biotech Corp • March 31st, 2009 • Pharmaceutical preparations
In consideration of the benefits provided by the Facet Biotech Corporation Retention and Severance Plan (the “Plan”), the undersigned employee of Facet Biotech Corporation (the “Company”) and the Company agree that, as of the date written below, the undersigned shall become a Participant in the Plan and shall be fully bound by and subject to all of its provisions, subject to the modification of Section 6.1 thereof, titled “Federal Excise Tax Under Section 4999 of the Code,” set forth in Appendix A attached hereto. All references to a “Participant” in the Plan shall be deemed to refer to the undersigned.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 16th, 2009 • Facet Biotech Corp • Pharmaceutical preparations • New York
This Amendment to Rights Agreement (this “Amendment”) is entered into as of December 15, 2009 by and between Facet Biotech Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Right Agent (the “Rights Agent”).
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • March 10th, 2010 • Facet Biotech Corp • Pharmaceutical preparations • New York
This Amendment No. 3 to Rights Agreement (this “Amendment”) is entered into as of March 9, 2010, by and between Facet Biotech Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
CONFIDENTIAL PROVISIONS REDACTED ASSET PURCHASE AGREEMENT BY AND BETWEEN PDL BIOPHARMA, INC., a Delaware corporation andAsset Purchase Agreement • December 4th, 2008 • Facet Biotech Corp • Pharmaceutical preparations • California
This Asset Purchase Agreement (this “Agreement”) is entered into as of February 4, 2008 (the “Effective Date”) between PDL BioPharma, Inc., a Delaware corporation (“Seller”) and EKR Therapeutics, Inc., a Delaware corporation (“Buyer”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 3rd, 2009 • Facet Biotech Corp • Pharmaceutical preparations • California
This Collaboration and License Agreement (this “Agreement”) is entered into as of August 27, 2009 (the “Signing Date”), by and between Facet Biotech Corporation, a Delaware corporation having a principal place of business at 1500 Seaport Blvd., Redwood City, California 94063 (“Facet”) and Trubion Pharmaceuticals, Inc., a Delaware corporation having a principal place of business at 2401 4th Avenue, Suite 1050, Seattle, Washington 98121 (“Trubion”). Facet and Trubion may each be referred to herein individually as a “Party” and collectively as the “Parties”.
SECOND AMENDMENT TO THE COLLABORATION AGREEMENTCollaboration Agreement • February 24th, 2010 • Facet Biotech Corp • Pharmaceutical preparations
This SECOND AMENDMENT TO THE COLLABORATION AGREEMENT (this "Second Amendment"), effective January 20, 2010 (the "Second Amendment Effective Date"), is made and entered into by and between FACET BIOTECH CORPORATION, a Delaware corporation having its principal place of business at 1500 Seaport Blvd., Redwood City, California 94063 ("Facet" or "PDL"), and BIOGEN IDEC MA INC., a Massachusetts corporation having its principal place of business at 14 Cambridge Center, Cambridge, Massachusetts 02142 ("Biogen Idec"). Facet and Biogen Idec are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • March 31st, 2009 • Facet Biotech Corp • Pharmaceutical preparations • Delaware
This Amendment No. 1 to Separation and Distribution Agreement is being entered into as of January , 2009 (this “Amendment”) by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”) (each a “Party” and collectively, the “Parties”).
Facet Biotech Corporation Restricted Stock Agreement (For Participant in Retention and Severance Plan)Restricted Stock Agreement • October 6th, 2008 • Facet Biotech Corp • Pharmaceutical preparations • California
Facet Biotech Corporation has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Facet Biotech Corporation 2008 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. Further, the Award shall be subject to the provisions of the Retention and Severance Plan as applicable to the Participant, and such provisions are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connec
TRIPLE NET SPACE LEASE between PACIFIC SHORES INVESTORS LLC, as LESSOR and PDL BIOPHARMA, INC., a Delaware corporation as LESSEE for PREMISES at Pacific Shores Center BUILDING 10 1500 SEAPORT BOULEVARD REDWOOD CITY, CALIFORNIA 94063And Attornment Agreement • August 13th, 2008 • Biotech Spinco, Inc. • California
NOW, THEREFORE, in consideration of the premises and of the sum of ONE DOLLAR ($1.00) by each party in hand paid to the other, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • April 15th, 2010 • Facet Biotech Corp • Pharmaceutical preparations • California
This Collaboration and License Agreement (this “Agreement”) is entered into as of August 27, 2009 (the “Signing Date”), by and between Facet Biotech Corporation, a Delaware corporation having a principal place of business at 1500 Seaport Blvd., Redwood City, California 94063 (“Facet”) and Trubion Pharmaceuticals, Inc., a Delaware corporation having a principal place of business at 2401 4th Avenue, Suite 1050, Seattle, Washington 98121 (“Trubion”). Facet and Trubion may each be referred to herein individually as a “Party” and collectively as the “Parties”.
TRIPLE NET SPACE LEASE between PACIFIC SHORES INVESTORS LLC, as LESSOR and PDL BIOPHARMA, INC., a Delaware corporation as LESSEE for PREMISES at Pacific Shores Center BUILDING 9 1400 SEAPORT BOULEVARD REDWOOD CITY, CALIFORNIA 94063Option Agreement • August 13th, 2008 • Biotech Spinco, Inc. • California
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • December 16th, 2009 • Facet Biotech Corp • Pharmaceutical preparations • New York
This Amendment No. 2 to Rights Agreement (this “Amendment”) is entered into as of December 16, 2009 by and between Facet Biotech Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Right Agent (the “Rights Agent”).
STOCKHOLDERS AGREEMENTStockholders Agreement • December 15th, 2009 • Facet Biotech Corp • Pharmaceutical preparations • Delaware
This STOCKHOLDERS AGREEMENT, dated as of December 15, 2009, is between Facet Biotech Corporation, a Delaware corporation (the “Company”), and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., BVF Investments, L.L.C., Investment 10, L.L.C., BVF Partners L.P., BVF Inc. and Mark N. Lampert (collectively, the “BVF Entities”).
CONFIDENTIAL PROVISIONS REDACTED Amendment No. 2 to Asset Purchase AgreementAsset Purchase Agreement • February 24th, 2010 • Facet Biotech Corp • Pharmaceutical preparations
This Amendment No. 2 to Asset Purchase Agreement (this "Amendment"), effective as of October 19, 2009 (the "Amendment Effective Date"), is made by and between Facet Biotech Corporation, a Delaware corporation ("Facet"), and EKR Therapeutics, Inc., a Delaware corporation ("EKR"). Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the meanings assigned thereto in the Asset Purchase Agreement, effective February 4, 2008, between Facet (as successor in interest to PDL BioPharma, Inc. thereunder) and EKR, as amended March 7, 2008 (as amended, the "Agreement").
CONFIDENTIAL PROVISIONS REDACTED AMENDMENT NO. 2 TO CLINICAL DRUG SUBSTANCE SUPPLY AGREEMENTClinical Drug Substance Supply Agreement • November 3rd, 2009 • Facet Biotech Corp • Pharmaceutical preparations
THIS AMENDMENT NO. 2 TO CLINICAL DRUG SUBSTANCE SUPPLY AGREEMENT (this “Amendment”) is entered into with effect as of 25 September 2009 (the “Amendment Effective Date”) by and between Genmab MN, Inc. (“Genmab”) and Facet Biotech Corporation (“Facet”) (Genmab and Facet hereinafter together referred to as the “Parties”).
Re: Retention BonusesLetter Agreement • March 31st, 2009 • Facet Biotech Corp • Pharmaceutical preparations
We view your contributions as an officer of Facet Biotech Corporation (“Facet”) as important to our long-term success. Acknowledging this, we would like to summarize the retention bonuses we are offering you in connection with our offer of employment to you.
