AGREEMENT TO PARTICIPATE IN THE FACET BIOTECH CORPORATION RETENTION AND SEVERANCE PLAN

Termination Severance Agreement

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FACET BIOTECH CORPORATION

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Title: AGREEMENT TO PARTICIPATE IN THE FACET BIOTECH CORPORATION RETENTION AND SEVERANCE PLAN
Date: 3/31/2009

Exhibit 10.9

AGREEMENT TO PARTICIPATE IN THE

FACET BIOTECH CORPORATION

RETENTION AND SEVERANCE PLAN

Effective December 18, 2008

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.

The undersigned employee acknowledges that the Plan confers significant legal rights and may also constitute a waiver of rights under other agreements with the Company; that the Company has encouraged the undersigned to consult with the undersigned’s personal legal and financial advisors; and that the undersigned has had adequate time to consult with the undersigned’s advisors before executing this agreement.

The undersigned employee acknowledges that he or she has received a copy of the Plan and has read, understands and is familiar with the terms and provisions of the Plan. The undersigned employee further acknowledges that (1) by accepting the arbitration provision set forth in Section 13 of the Plan, the undersigned is waiving any right to a jury trial in the event of any dispute covered by such provision and (2) except as otherwise established in an employment agreement between a member of the Company Group and the undersigned, the employment relationship between the undersigned and the Company Group is an “at-will” relationship.

Executed on December 18, 2008.

Participant	Facet Biotech Corporation


/s/ Faheem Hasnain	By:	/s/ Francis Sarena
Faheem Hasnain

Address:	Name:	Francis Sarena

[***]
	Title:	Vice President, General Counsel and Secretary

APPENDIX A

AGREEMENT TO PARTICIPATE IN THE

FACET BIOTECH CORPORATION

RETENTION AND SEVERANCE PLAN

FAHEEM HASNAIN

For all purposes of the participation of Faheem Hasnain in the Facet Biotech Corporation Retention and Severance Plan (the “ Plan ” ), Section 6.1 of the Plan shall be deemed to read as follows:

6.1 Federal Excise Tax Under Section 4999 of the Code.

(a) Additional Payment. In the event that any payment or benefit received or to be received by the Participant pursuant to this Plan or otherwise payable to the Participant (collectively, the “ Payments ” ) would be subject to the excise tax imposed by Section 4999 of the Code, or any similar or successor provision (the “ Excise Tax ” ), the Company shall pay to the Participant within ninety (90) days following the date on which the Participant remits the Excise Tax, an additional amount (the “ Gross-Up Payment ” ) such that the net amount retained by the Participant from the Payments and the Gross-Up Payment, after deduction of (a) any Excise Tax on the Payments, (b) any federal, state and local income or employment tax and Excise Tax on the Gross-Up Payment and (c) any interest, penalties or additions to tax payable by the Participant with respect thereto, shall be equal to the Payments. Notwithstanding the foregoing, if the Payments that would otherwise be subject to the Excise Tax do not exceed the greatest amount of Payments that could be paid to the Participant without giving rise to the Excise Tax (the “ Reduced Amount ” ) by more than an amount equal to the lesser of $100,000 or five percent of the Payments, then no Gross-Up Payment shall be payable to the Participant and the Payments, in the aggregate, shall be reduced to the Reduced Amount.

(b) Determination of Amounts.

(1) Determination by Accountants. All computations and determinations called for by this Section 6.1 shall be promptly determined and reported in writing to the Company and the Participant by independent public accountants selected by the Company and reasonably acceptable to the Participant (the “ Accountants ” ). For the purposes of such determinations, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determinations. The Company shall bear all fees and expenses charged by the Accountants in connection with such services.

(2) Determination of Applicability of Reduced Amount. For purposes of determining whether the Payments will be reduced to the Reduced Amount, any payments or benefits received or to be received by the Participant in connection with transactions contemplated by a Change in Control event or the Participant’s termination of employment

(whether pursuant to the terms of this Plan or any other plan, arrangement or agreement with the Company), shall be treated as “parachute payments” within the meaning of Section 280G of the Cod

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