Current Report on Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 5, 2009

 

 

PDL BioPharma, Inc.

(Exact name of Company as specified in its charter)

 

 

000-19756

(Commission File Number)

 

Delaware   94-3023969

(State or Other Jurisdiction

of Incorporation)

 

(I.R.S. Employer

Identification No.)

932 Southwood Boulevard

Incline Village, Nevada 89451

(Address of principal executive offices, with zip code)

(775) 832-8500

(Company’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01. Regulation FD Disclosure.

On August 5, 2009, the Company made a presentation at a publicly webcast investor conference hosted by the BMO Capital Markets Healthcare Equity Research Team (the “BMO Conference”). A copy of the Company’s presentation materials has been posted on the Company’s website and is attached hereto as Exhibit 99.1.

The Company has posted a Company Overview presentation on its website. A copy of the Company’s presentation materials is attached hereto as Exhibit 99.2.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description

    99.1   BMO Conference presentation given on August 5, 2009.
    99.2   Company Overview presentation posted to the Company’s website.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

PDL BIOPHARMA, INC.
(Company)
By:  

/s/    Christine Larson

 

Christine Larson

  Vice President, Chief Financial Officer

Dated: August 10, 2009


EXHIBIT INDEX

 

Exhibit No.

 

Description

    99.1   BMO Conference presentation given on August 5, 2009.
    99.2   Company Overview presentation posted to the Company’s website.
BMO Conference presentation given on August 5, 2009
BMO Capital Markets
Focus on Healthcare Conference
August 2009
Exhibit 99.1


2
Forward Looking Statements
This
presentation
contains
forward-looking
statements,
including
PDL's
expectations
with
respect
to
its
2009
royalty
revenues, expenses, net income, and cash provided by operating activities.
Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from
those, express or implied, in these forward-looking statements. Factors that may cause differences between
current expectations and actual results include, but are not limited to, the following:
The
expected
rate
of
growth
in
royalty-bearing
product
sales
by
PDL's
existing
licensees;
The relative mix of royalty-bearing products manufactured and sold outside the U.S. versus manufactured or
sold in the U.S.;
The
ability
to
receive
regulatory
approvals
to
market
and
launch
new
royalty-bearing
products
and
whether
such products, if launched, will be commercially successful;
Changes
in
any
of
the
other
assumptions
on
which
PDL's
projected
royalty
revenues
are
based;
--
The
outcome of pending litigation or disputes; and
The failure of licensees to comply with existing license agreements, including any failure to pay royalties
due.
Other
factors
that
may
cause
PDL's
actual
results
to
differ
materially
from
those
expressed
or
implied
in
the
forward-looking
statements
in
this
presentation
are
discussed
in
PDL's
filings
with
the
SEC,
including
the
"Risk
Factors"
sections
of
its
annual
and
quarterly
reports
filed
with
the
SEC.
Copies
of
PDL's
filings
with
the
SEC
may
be
obtained
at
the
"Investors"
section
of
PDL's
website
at
www.pdl.com.
PDL
expressly
disclaims
any
obligation
or
undertaking
to
release
publicly
any
updates
or
revisions
to
any
forward-looking
statements
contained
herein
to
reflect any change in PDL's
expectations with regard thereto or any change in events, conditions or circumstances
on
which
any
such
statements
are
based
for
any
reason,
except
as
required
by
law,
even
as
new
information
becomes available or other events occur in the future. All forward-looking statements in this presentation are
qualified in their entirety by this cautionary statement.


3
Agenda
Overview of PDL BioPharma
2009 Guidance & Outlook
Optimizing Stockholder Return


4
PDL -
Company Background
PDL pioneered the
humanization of monoclonal antibodies
which enabled the discovery of a new generation of targeted
treatments for cancer and immunologic diseases
PDL’s
primary assets are its antibody humanization patents
and royalty assets which consist of its Queen et al. patents
and license agreements
Licensees consist of large biotechnology and pharmaceutical
companies including Genentech, Elan, Wyeth, and Chugai


5
PDL -
Operating
Strategy
Maximize the value of PDL’s
antibody humanization patents
and licensing agreements
Reduce expenses with headcount of less than 10 and re-
domicile of operations to Nevada with no state tax
Distribute royalty revenues, net of operating expenses, debt
service, and income taxes via dividends to stockholders
To improve stockholder IRR -
pursue monetization
alternatives if beneficial:
Convertible note buybacks
Share repurchases
Monetization of royalty stream


PDL -
Select Licensed Products
6
Licensee
Product
Status
Indications
Roche
(Genentech)
Avastin
Approved
Phase 3
Colorectal Cancer
NSCLC
Metastatic Breast
Cancer
Gliobastoma
Metastatic Renal Cell Carcinoma
Ovarian cancer
Prostate
cancer
Adjuvant settings
Herceptin
Approved
Metastatic
Breast HER2+ Cancer
Lucentis
Approved
Phase 3
AMD
RVO
DME
Xolair
Approved
Phase 3
Moderate
-Severe
Asthma
Pediatric Asthma
MedImmune
Synagis
Approved
Respiratory Syncytial
Virus
Elan
Tysabri
Approved
Multiple
Sclerosis
Roche/Chugai
Actemra
Approved (EU& Japan)
Rheumatoid
Arthritis
Wyeth
Mylotarg
Approved
Acute Myeloid
Leukemia
Wyeth/J&J
Bapineuzumab
Phase 3
Alzheimer’s Disease
Lilly
Solanezumab
Phase 3
Alzheimer’s Disease


PDL -
Select Licensed Products
7
Licensee
Product
Status
Indications
Roche
(Genentech)
Avastin
Approved
Phase 3
Colorectal Cancer
NSCLC
Metastatic Breast
Cancer
Gliobastoma
Metastatic Renal Cell Carcinoma
Ovarian cancer
Prostate
cancer
Adjuvant settings
Herceptin
Approved
Metastatic
Breast HER2+ Cancer
Lucentis
Approved
Phase 3
AMD
RVO
DME
Xolair
Approved
Phase 3
Moderate
-
Severe
Asthma
Pediatric Asthma
MedImmune
Synagis
Approved
Respiratory Syncytial
Virus
Elan
Tysabri
Approved
Multiple
Sclerosis
Roche/Chugai
Actemra
Approved (EU& Japan)
Rheumatoid
Arthritis
Wyeth
Mylotarg
Approved
Acute Myeloid
Leukemia
Wyeth/J&J
Bapineuzumab
Phase 3
Alzheimer’s Disease
Lilly
Solanezumab
Phase 3
Alzheimer’s Disease
On
July
2,
Genentech
announced
that
a
Phase
3
trial
showed
Lucentis
significantly
improved
vision
in
patients
with
branch
retinal
vein
occlusion
at
6
months
On
July
30,
Genentech
announced
that
a
Phase
3
trial
from
a
second
study
showed
Lucentis
significantly
improved
vision
in
patients
with
central
retinal
vein
occlusion
at
6
months


PDL -
Select Licensed Products
8
Licensee
Product
Status
Indications
Roche
(Genentech)
Avastin
Approved
Phase 3
Colorectal Cancer
NSCLC
Metastatic Breast
Cancer
Gliobastoma
Metastatic Renal Cell Carcinoma
Ovarian cancer
Prostate
cancer
Adjuvant settings
Herceptin
Approved
Metastatic
Breast
HER2+
Cancer
Lucentis
Approved
Phase 3
AMD
RVO
DME
Xolair
Approved
Phase 3
Moderate-SevereAsthma
Pediatric Asthma
Med
Synagis
Approved
Respiratory Syncytial
Virus
Elan
Tysabri
Approved
MultipleSclerosis
Roche/Chugai
Approved (EU& Japan)
Actemra
Rheumatoid
Arthritis
Wyeth
Mylotarg
Approved
Acute Myeloid
Leukemia
Wyeth/J&J
Bapineuzumab
Phase 3
Alzheimer’s Disease
Lilly
Solanezumab
Phase 3
Alzheimer’s Disease
Immune
J&J
announced
that
it
would
buy
$1
billion
in
Elan
stock
for
50.1%
ownership
of
a
new JV to develop treatments for Alzheimer’s Disease, including bapineuzumab
J&J also pledged an initial $500 million to fund development of the drugs


9
PDL -
Royalty Revenue & Queen et al. Patents
PDL’s revenues consist of royalties generated on sales of licensed products:
Sold before the expiration of the Queen et al. patents or
Made prior to the expiration of the Queen et al. patents and sold anytime thereafter
$0
$50
$100
$150
$200
$250
$300
$350
$400
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009E
PDL Royalties by Product
($ in millions)
Herceptin
Avastin
Lucentis
Synagis
Tysabri
Aggregate
Other


10
10
PDL -
Legal & Queen et al. Patents
Genentech
settlement
in
2003
upheld
validity
and
enforceability
of
patents
Multiple product license with tiered fee structure
Option for four additional antigens exercised in 2008
Alexion
settlement
in
December
2008
upheld
validity
and
enforceability
of
patents
License for Soliris
in
exchange for $25 million
Option for additional licenses at 4% royalty
MedImmune
in
December
2008,
filed
declaration
of
invalidity
and
non-infringement
MedImmune
has paid royalties since 1998; most recently for 2009-Q1 sales in May 2009
PDL
believes
that
its
exercise
of
its
rights
under
the
MedImmune
agreement
precludes
MedImmune
from
being
entitled
to
a
lower
royalty
rate
because
of
PDL’s
settlement
with
Alexion
UCB
Celltech
in
September
2008,
notified
PDL
that
it
does
not
intend
to
pay
royalties
on sales of Cimzia
In February 2009, US Patent Office declared an interference proceeding between certain claims
of Queen et al. patents and pending claims of Adair et al.
UCB Celltech
is the assignee of the Adair et al. patent


11
11
PDL -
Convertible Notes
$250 million 2.75% convertible subordinated notes due August 2023
Bought back $50 million in open market purchases
Current conversion rate is 123.715 shares per $1,000 face amount
($8.08 per
share); will adjust in connection with October dividend
Holders
have
a
put
right
in
August
2010,
August
2013,
and
August
2018
Price as of July 31 was 107 vs. stock price of $8.25
$250 million 2.00% convertible senior notes due February 2012
Bought back $5 million in open market purchases
Current conversion rate is 89.165 shares per $1,000 face amount or $11.22
per share; will adjust in connection with October dividend
Price as of July 31 was 93 vs. stock price of $8.25


12
Agenda
Overview of PDL BioPharma
2009 Guidance & Outlook
Optimizing Stockholder Return


PDL -
2009 Revised Guidance
13
Revenue growth driven by product sales of Herceptin, Avastin, Lucentis, and Tysabri
Revenue
guidance
excludes
MedImmune
royalties
due
to
ongoing
legal
disputes
Approximately
50%
of
the
expense
forecast
due
to
legal
and
other
professional
fees
Increase in expenses due to higher litigation costs, new patent interference and conclusion of
activities associated with discontinued commercial and development operations
Cash guidance based on anticipated use of $173 million NOL and $20 million tax credit
Previous
Current
Revenue
$310 -
$325
million
Unchanged
Operating
Expenses
$12 -
$15 million
$20 -
$22 million
Net Income
after taxes
$185 -
$200 million
$200 -
$215 million
Cash Generated
in 2009
$260 -
$280 million
$285 -
$300 million


PDL -
Roche/Genentech Royalties
14
Roche/Genentech manufacturing integration
Close one of the two CHO manufacturing facilities in Vacaville, CA
Avastin
& Herceptin
E. coli manufacturing to transfer to Singapore in 2011/12
Lucentis
PDL
could
see
improvement
in
mix
of
royalty
rates
in
future
years
Product made
in US
Net sales up to $1.5 billion
3.0%
Net sales between $1.5 billion and $2.5 billion
2.5%
Net sales between $2.5 billion and $4.0 billion
2.0%
Net sales over
$4.0 billion
1.0%
Product made and sold ex-US
All sales
3.0%


15
Agenda
Overview of PDL BioPharma
2009 Guidance & Outlook
Optimizing
Stockholder Return


16
PDL -
Optimizing
Stockholder Return
Intend to distribute royalty revenues, net of operating expenses,
debt service and income taxes
Declared dividend of $0.50 per share paid on April 1, 2009
Declared dividend of $0.50 per share payable on October 1, 2009
to shareholders of record as of September 17, 2009
In the process of evaluating alternatives
Convertible note buyback –
gain is taxable but deferrable for 5
years under the American Recovery and Reinvestment Act of
2009
Share repurchases
Sale of all or a portion of royalty assets
Securitization –
formation of SPV and bond issuance


17
PDL -
Investment Rationale
Strong revenue growth from approved products
Potential for additional indications from existing products
and new product approvals
Significantly reduced expenses with no R&D burn
Return to stockholders
Declared two dividends totaling $1.00 in 2009
Actively exploring other means to enhance stockholder return


18
PDL -
PDL BioPharma
Company Overview presentation
Company Overview
August
200
Exhibit 99.2
9


2
Forward Looking
Statements
This
presentation
contains
forward-looking
statements,
including
PDL's
expectations
with
respect
to
its
2009
royalty
revenues, expenses, net income, and cash provided by operating activities.
Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from
those, express or implied, in these forward-looking statements. Factors that may cause differences between
current expectations and actual results include, but are not limited to, the following:
The
expected
rate
of
growth
in
royalty-bearing
product
sales
by
PDL's
existing
licensees;
The relative mix of royalty-bearing products manufactured and sold outside the U.S. versus manufactured or
sold in the U.S.;
The
ability
to
receive
regulatory
approvals
to
market
and
launch
new
royalty-bearing
products
and
whether
such products, if launched, will be commercially successful;
Changes
in
any
of
the
other
assumptions
on
which
PDL's
projected
royalty
revenues
are
based;
--
The
outcome of pending litigation or disputes; and
The failure of licensees to comply with existing license agreements, including any failure to pay royalties
due.
Other
factors
that
may
cause
PDL's
actual
results
to
differ
materially
from
those
expressed
or
implied
in
the
forward-looking
statements
in
this
presentation
are
discussed
in
PDL's
filings
with
the
SEC,
including
the
"Risk
Factors"
sections
of
its
annual
and
quarterly
reports
filed
with
the
SEC.
Copies
of
PDL's
filings
with
the
SEC
may
be
obtained
at
the
"Investors"
section
of
PDL's
website
at
www.pdl.com.
PDL
expressly
disclaims
any
obligation
or
undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to
reflect any change in PDL's
expectations with regard thereto or any change in events, conditions or circumstances
on
which
any
such
statements
are
based
for
any
reason,
except
as
required
by
law,
even
as
new
information
becomes available or other events occur in the future. All forward-looking statements in this presentation are
qualified in their entirety by this cautionary statement.


3
Overview of PDL BioPharma
PDL Licensed Royalty Products
Outlook & 2009 Guidance
Optimizing Stockholder Return
PDL BioPharma


4
PDL -
Company Background
PDL pioneered the
humanization of monoclonal antibodies
which enabled the discovery of a new generation of targeted
treatments for cancer and immunologic diseases
PDL’s
primary assets are its antibody humanization patents
and royalty assets which consist of its Queen et al. patents
and license agreements
Licensees consist of large biotechnology and pharmaceutical
companies including Genentech, Elan, Wyeth, and Chugai


5
PDL
-
Operating
Strategy
PDL is focused on maximizing the value of its antibody
humanization patents and related assets
PDL re-domiciled its operations to Incline Village, Nevada
in December 2008 to reduce its corporate tax rate
The company intends to distribute its royalty revenues, net
of operating expenses, debt service, and income taxes
PDL declared a 2009 semi-annual dividend of $0.50 per share
payable on April 1 and October 1
PDL is actively exploring ways of improving after-tax IRR for
its stockholders


6
PDL -
Management & Board of Directors
PDL management:
John McLaughlin, President & CEO, hired in November 2008
Cris
Larson, VP & CFO, hired in December 2008
Chris Stone, VP & General Counsel, hired in February 2009
Karen Wilson, VP Finance, hired in April 2009
PDL independent board members:
Joseph Klein III, Managing Director, Gauss Capital Advisors -
joined
July 2007
Paul
Sandman,
retired
General
Counsel,
Boston
Scientific
-
joined
October 2008
Jody Lindell, President and CEO, SG Mana, former Partner,  KPMG -
joined March 2009
Fred Frank, Vice Chairman, Peter J. Solomon Company, former VC,
Barclays Capital & Lehman Brothers -
joined March 2009
Barry Selick, CEO Threshold Pharmaceuticals –
joined August 2009


7
PDL -
Historical Revenue with Facet Carve-Out
PDL stand-alone revenue after divestiture of Facet Biotech
comprises royalties, license, and other revenue
Facet revenue primarily includes collaboration revenue from its
arrangements with Biogen
Idec and Bristol-Myers Squib, and its
former arrangement with Roche
$ in 000's
2008
Q1
Q2
Q3
Q4
Total
Combined PDL/Facet revenue
57,329
$   
111,893
77,346
$   
75,398
$   
321,966
Facet revenue
7,140
5,361
8,529
6,740
27,770
PDL stand-alone revenue
50,189
$   
106,532
68,817
$   
68,658
$   
294,196
2007
Q1
Q2
Q3
Q4
Total
Combined PDL/Facet revenue
58,856
$   
89,057
$   
61,256
$   
49,756
$   
258,925
Facet revenue
9,879
7,975
5,641
10,345
33,840
PDL stand-alone revenue
48,977
$   
81,082
$   
55,615
$   
39,411
$   
225,085
2008 Quarter
2007 Quarter


8
8
PDL -
Legal & Queen et al. Patents
Genentech
settlement
in
2003
upheld
validity
and
enforceability
of
patents
Multiple product license with tiered fee structure
Option for four additional antigens exercised in 2008
Alexion
settlement in December 2008 upheld validity and enforceability of patents
License for Soliris
in exchange for $25 million
Option for additional licenses at 4% royalty
MedImmune
in December 2008, filed declaration of invalidity and non-infringement
MedImmune
has paid royalties since 1998; most recently for 2009-Q1 sales in May 2009
PDL
believes
that
its
exercise
of
its
rights
under
the
MedImmune
agreement
precludes
MedImmune
from
being
entitled
to
a
lower
royalty
rate
because
of
PDL’s
settlement
with
Alexion
UCB Celltech
in September 2008, notified PDL that it does not intend to pay royalties
on sales of Cimzia
In February 2009, US Patent Office declared an interference proceeding between certain claims
of Queen et al. patents and pending claims of Adair et al.
UCB Celltech
is the assignee of the Adair et al. patent


9
9
PDL -
Convertible Notes
$250 million 2.75% convertible subordinated notes due August 2023
Bought back $50 million in open market purchases
Current conversion rate is 123.715 shares per $1,000 face amount
($8.08 per
share); will adjust in connection with October dividend
Holders have a put right in August 2010, August 2013, and August
2018
Price as of July 31 was 107 vs. stock price of $8.25
$250 million 2.00% convertible senior notes due February 2012
Bought back $5 million in open market purchases
Current conversion rate is 89.165 shares per $1,000 face amount or $11.22
per share; will adjust in connection with October dividend
Price as of July 31 was 93 vs. stock price of $8.25


10
PDL BioPharma
Overview of PDL BioPharma
PDL Licensed Royalty Products
Outlook & 2009 Guidance
Optimizing Stockholder Return


11
PDL -
Royalty Revenue & Queen et al. Patents
PDL’s revenues consist of royalties generated on sales of licensed products:
Sold before the expiration of the Queen et al. patents or
Made prior to the expiration of the Queen et al. patents and sold anytime thereafter
$0
$50
$100
$150
$200
$250
$300
$350
$400
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009E
PDL Royalties by Product
($ in millions)
Herceptin
Avastin
Lucentis
Synagis
Tysabri
Aggregate
Other


PDL -
Select Licensed Products
12
Licensee
Product
Status
Indications
Roche
(Genentech)
Avastin
Approved
Phase 3
Colorectal Cancer
NSCLC
Metastatic Breast
Cancer
Gliobastoma
Metastatic Renal Cell Carcinoma
Ovarian cancer
Prostate
cancer
Adjuvant settings
Herceptin
Approved
Metastatic
Breast HER2+ Cancer
Lucentis
Approved
Phase 3
AMD
RVO
DME
Xolair
Approved
Phase 3
Moderate
-Severe
Asthma
Pediatric Asthma
MedImmune
Synagis
Approved
Respiratory Syncytial
Virus
Elan
Tysabri
Approved
Multiple
Sclerosis
Roche/Chugai
Actemra
Approved (EU& Japan)
Rheumatoid
Arthritis
Wyeth
Mylotarg
Approved
Acute Myeloid
Leukemia
Wyeth/J&J
Bapineuzumab
Phase 3
Alzheimer’s Disease
Lilly
Solanezumab
Phase 3
Alzheimer’s Disease


Licensee
Product
Status
Indications
Roche
(Genentech)
Avastin
Approved
Phase 3
Colorectal Cancer
Metastatic Breast
NSCLC
Cancer
Gliobastoma
Metastatic Renal Cell Carcinoma
Ovarian cancer
Prostate
cancer
Adjuvant settings
Herceptin
Approved
Metastatic
Breast HER2+ Cancer
Lucentis
Approved
Phase 3
AMD
RVO
DME
Xolair
Approved
Phase 3
Moderate
-Severe
Asthma
Pediatric Asthma
MedImmune
Synagis
Approved
Respiratory Syncytial
Virus
Elan
Tysabri
Approved
Multiple
Sclerosis
Roche/Chugai
Actemra
Approved (EU& Japan)
Rheumatoid
Arthritis
Wyeth
Mylotarg
Approved
Acute Myeloid
Leukemia
Wyeth/J&J
Bapineuzumab
Phase 3
Alzheimer’s Disease
Lilly
Solanezumab
Phase 3
Alzheimer’s Disease
PDL -
Select Licensed Products
13
On
July
2,
Genentech
announced
that
a
Phase
3
trial
showed
Lucentis
significantly
improved
vision
in
patients
with
branch
retinal
vein
occlusion
at
6
months
On July 30, Genentech announced that a Phase 3 trial from a second study
showed
Lucentis
significantly
improved
vision
in
patients
with
central
retinal
vein
occlusion
at
6
months


PDL -
Select Licensed Products
14
Licensee
Product
Status
Indications
Roche(Genentech)
Avastin
Approved
Phase 3
Colorectal Cancer
NSCLC
Metastatic BreastCancer
Gliobastoma
Metastatic Renal Cell Carcinoma
Ovarian cancer
Prostatecancer
Adjuvant settings
Herceptin
Approved
MetastaticBreast HER2+ Cancer
Lucentis
Approved
Phase 3
AMD
RVO
DME
Xolair
Approved
Phase 3
Moderate-SevereAsthma
Pediatric Asthma
MedImmune
Synagis
Approved
Respiratory Syncytial Virus
Elan
Tysabri
Approved
MultipleSclerosis
Roche/Chugai
Actemra
Approved (EU& Japan)
RheumatoidArthritis
Wyeth
Mylotarg
Approved
Acute MyeloidLeukemia
Wyeth/J&J
Bapineuzumab
Phase 3
Alzheimer’s Disease
Lilly
Solanezumab
Phase 3
Alzheimer’s Disease
J&J announced that it would buy $1 billion in Elan stock for 50.1% ownership of a
new JV to develop treatments for Alzheimer’s Disease, including bapineuzumab
J&J also pledged an initial $500 million to fund development of the drugs


15
Agenda
Overview of PDL BioPharma
PDL Licensed Royalty Products
Outlook & 2009 Guidance
Optimizing Stockholder Return


PDL -
2009 GAAP Guidance
16
Original
revenue
guidance
of
$310
-
$325
excluding
Medlmmune
is
unchanged, the
above
revenue
guidance
includes
actual
Q1
&
Q2
Medlmmune
royalties
of
$36
million
Revenue growth driven by product sales of Herceptin, Avastin, Lucentis, and Tysabri
Anticipate
Q3
&
Q4
revenue
will
benefit
form
weakening
US$
-
EUR
plan
rate
was
$1.34
vs.
current
of
$1.42
and
GBP
plan
rate
was
$1.48
vs.
Current
rate
of
$1.64
Approximately
50%
of
the
expense
forecast
due
to
legal
and
other
professional
fees
$ in millions
Guidance
Revenue
$345 -
$360
Operating Expense
20 -
22
Cash Used by Operating Activities
18 -
20
Net Interest Expense
10 -
12
Net Income before Tax
310 -
330
Income Tax Expense
110 -
115
Net Income after Tax
$200 -
$215


PDL -
Roche/Genentech Royalties
17
Roche/Genentech manufacturing integration
Close one of the two CHO manufacturing facilities in Vacaville, CA
Avastin & Herceptin
E. coli manufacturing to transfer to Singapore in 2011/12
Lucentis
PDL could see improvement in mix of royalty rates in future years
Product made
in US
Net sales up to $1.5 billion
3.0%
Net sales between $1.5 billion and $2.5 billion
2.5%
Net sales between $2.5 billion and $4.0 billion
2.0%
Net sales over
$4.0 billion
1.0%
Product made and sold ex-US
All sales
3.0%


18
PDL -
2009 Cash Guidance
Available NOL at the end of 2008 was $219 million of which $173 will be used in 2009
Of the total NOL, $46.8 million is due to the EOS Biotech acquisition in 2003
The section 382 limitation on the use of the EOS NOL is $24.2 million in 2009 and $1.8
million per year thereafter
Available tax credits at the end of 2008 were $36 million:
When using tax credits, the minimum effective tax rate on net income after NOL is 20%
Remaining tax credits of $12+ million will be used in the upcoming year
$ in millions
Net Income before Tax
$310
$330
Available NOL
173
        
173
        
Net Income after NOL
137
        
157
        
Tax @ 35%
(48)
         
(55)
         
Tax Credits
21
          
24
          
Net Income after Tax
285
$      
300
$      
Cash Guidance


19
Overview of PDL BioPharma
PDL Licensed Royalty Products
Outlook & 2009 Guidance
Optimizing Stockholder Return
PDL BioPharma


20
PDL -
Optimizing
Stockholder Return
Intend to distribute royalty revenues, net of operating expenses,
debt service and income taxes
Declared dividend of $0.50 per share paid on April 1, 2009
Declared dividend of $0.50 per share payable on October 1, 2009
to shareholders of record as of September 17, 2009
In the process of evaluating
alternatives
Convertible note buyback –
gain is taxable but deferrable for 5
years under the American Recovery and Reinvestment Act of
2009
Share repurchases
Sale of all or a portion of royalty assets
Securitization –
formation of SPV and bond issuance


21
PDL -
Investment Rationale
Strong revenue growth from approved products
Potential for additional indications from existing products
and new product approvals
Significantly reduced expenses with no R&D burn
Return to stockholders
Declared two dividends totaling $1.00 in 2009
Actively exploring other means to enhance stockholder return


22
PDL BioPharma