Item 1.01 Entry into a Material Definitive Agreement.

On September 28, 2009, Facet Biotech Corporation (the "Facet") and Genmab MN, Inc. ("GMN") entered into Amendment No. 2 to Clinical Drug Substance Supply Agreement ("Amendment No. 2"), which amends that certain Clinical Drug Substance Supply Agreement (the "Supply Agreement") with an effective date of March 13, 2008, as amended March 17, 2009, between Facet and GMN. Amendment No. 2 has an effective date of September 25, 2009. Amendment No. 2 amends and adds certain provisions to the Supply Agreement and, among other things, requires Facet to provide for an additional deposit of $1,125,000 with respect to certain manufacturing batches of clinical drug substance that Facet has ordered but not yet scheduled for manufacturing and allows Facet the right to extend the manufacturing schedule of any of these batches beyond 2010 and up through 2012 for additional fees.

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