Item 1.02 Termination of a Material Definitive Agreement.
On June 7, 2017, PDL BioPharma, Inc. (the “Company”) and Noden Pharma DAC (“Noden”) agreed to terminate the Investment and Stockholder’s Agreement dated as of July 1, 2016 by and among the Company, Noden and Elie Farah (the “Agreement”).
In May, 2017, the Company purchased Mr. Farah’s shares, thereby terminating his interests in the Agreement. Upon the purchase of Mr. Farah’s shares, Noden is a wholly-owned subsidiary of the Company.
The Agreement provided for equity contributions to be made by the Company in Noden in connection with its investment in Noden and Noden’s purchase of Tekturna
and Tekturna HCT
in the United States and Rasilez
and Rasilez HCT
in the rest of the world. The Agreement also governed the rights and obligations of the Company and Mr. Farah relating to each’s ownership of Noden equity interests.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which was filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed August 4, 2016.
This filing and the Company’s statements herein contain "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or predictions of future conditions, events or results based on various assumptions and management's estimates of trends and economic factors in the markets in which we are active, as well as our business plans. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "may," "should," variations of such words and similar expressions are intended to identify such forward-looking statements. The forward-looking statements are subject to risks and uncertainties, which may cause results to differ materially from those set forth in the statements. Forward-looking statements in this filing should be evaluated together with the many uncertainties that affect the business of the Company and its markets, particularly those discussed in the risk factors and cautionary statements contained in the Company's annual report filed with the SEC on March 1, 2017, as well as subsequent filings. All forward-looking statements are expressly qualified in their entirety by such factors. The forward-looking statements are representative only as of the date they are made, and the Company assumes no responsibility to update any forward-looking statements, whether as a result of new information, future events or otherwise.