Exhibit 2.2
AMENDMENT NO. 1
TO
SEPARATION AND DISTRIBUTION
AGREEMENT
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 ”).
RECITALS
WHEREAS, the Parties hereto entered
into a Separation and Distribution Agreement, dated as of
December 17, 2008 (the “ Separation Agreement;
” capitalized terms used but not defined herein shall have
the meanings assigned to them in the Separation
Agreement);
WHEREAS, the Parties hereto desire
to amend the Separation Agreement in accordance with
Section 12.10 thereof and in the manner set forth
herein.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth herein, the Parties
hereto agree as follows:
1.
The first sentence in paragraph
(d) of Section 2.5 of the Separation Agreement is hereby
deleted in its entirety and replaced with the following new
sentence which shall read in its entirety as follows:
“Facet shall provide PDL in
writing with its estimate for the amount of the Selected
Liabilities by February 6, 2009 (the “ Selected
Liabilities Statement ”).”
2.
Section 6.5 of the Separation
Agreement is hereby deleted in its entirety and replaced with the
following paragraph which shall read in its entirety as
follows:
“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&rsquo
