Document



 

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 4, 2016

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 2.02 Results of Operations and Financial Condition.
 
On August 4, 2016, PDL BioPharma, Inc. (the Company) issued a press release announcing its financial results for the second quarter ended June 30, 2016. A copy of this earnings release is furnished hereto as Exhibit 99.1. The Company will host an earnings call and webcast on August 4, 2016, during which the Company will discuss its financial results for the second quarter ended June 30, 2016.

Item 7.01 Regulation FD Disclosure.
 
Presentation Materials
 
On August 4, 2016, the Company posted to its website a set of presentation materials that it will use during its earnings call and webcast to assist participants with understanding the Company’s financial results for the quarter ended June 30, 2016. A copy of this presentation is attached hereto as Exhibit 99.2.
 
Information Sheet
 
On August 4, 2016, the Company distributed to analysts covering the Company’s securities a summary of certain information regarding the Company’s net income, dividends, recent transactions and licensed product development and sales (the Information Sheet) to assist those analysts in valuing the Company’s securities. The Information Sheet and its associated tables are attached hereto as Exhibit 99.3.
 
Limitation of Incorporation by Reference
 
In accordance with General Instruction B.2. of Form 8-K, the information in this report, including the exhibits, is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Exchange Act.
 
Cautionary Statements
 
This filing and its exhibits include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could impair the Company’s royalty assets or business are disclosed in the “Risk Factors” contained in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 23, 2016, as updated by subsequent periodic filings. All forward-looking statements are expressly qualified in their entirety by such factors. We do not undertake any duty to update any forward-looking statement except as required by law.

Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished with this report:
Exhibit No.
 
Description
99.1
 
Press Release
99.2
 
Presentation
99.3
 
Information Sheet






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/ Peter S. Garcia
 
 
Peter S. Garcia
 
 
Vice President and Chief Financial Officer
 
 



Dated: August 4, 2016






Exhibit Index
Exhibit No.
 
Description
99.1
 
Press Release
99.2
 
Presentation
99.3
 
Information Sheet



Exhibit


Exhibit 99.1
Contacts:
 
 
Peter Garcia
 
Jennifer Williams
PDL BioPharma, Inc.
 
Cook Williams Communications, Inc.
775-832-8500
 
360-668-3701
Peter.Garcia@pdl.com
 
jennifer@cwcomm.org

PDL BioPharma Announces Second Quarter 2016 Financial Results


INCLINE VILLAGE, NV, August 4, 2016 – PDL BioPharma, Inc. (PDL or the Company) (NASDAQ: PDLI) today reported financial results for the second quarter ended June 30, 2016 including:
Total revenues of $21.0 million and $124.2 million for the three and six months ended June 30, 2016, respectively.
GAAP diluted EPS of $0.03 and $0.37 for the three and six months ended June 30, 2016, respectively.
GAAP net income of $4.1 million and $60.0 million for the three and six months ended June 30, 2016, respectively.
Non-GAAP diluted earnings per share (EPS) of $0.09 and $0.61 for the three and six months ended June 30, 2016, respectively.
Non-GAAP net income of $15.1 million and $100.2 million for the three and six months ended June 30, 2016, respectively.

The largest component of the difference in non-GAAP measure compared to GAAP is the exclusion of mark-to-market reduction in fair value of our investments in royalty rights. A full reconciliation of all components of the GAAP to non-GAAP quarterly financial results can be found in Table 4 at the end of this release.

Revenue Highlights

Total revenues of $21.0 million for the three months ended June 30, 2016 included:
Royalties from PDL's licensees to the Queen et al. patents of $14.2 million, which consisted of royalties earned on sales of Tysabri® under a license agreement associated with the Queen et al. patents;
Net royalty payments from acquired royalty rights and a change in fair value of the royalty rights assets of negative $0.9 million, which consisted of the change in estimated fair value of our royalty right assets and primarily related to the Depomed, Inc., University of Michigan and Viscogliosi Brothers, LLC royalty rights acquisitions;
Interest revenue from notes receivable financings to late-stage healthcare companies of $7.3 million; and
License and other revenues of $0.3 million.
Total revenues decreased by 85 percent for the three months ended June 30, 2016, when compared to the same period in 2015.
The decrease in royalties from PDL's licensees to the Queen et al. patents is due to the expiration of the patent license agreement with Genentech, Inc. PDL continues to receive Queen et al. patent royalties on sales of Tysabri based on the sales of product manufactured prior to patent expiry, the amount and timing of which is uncertain.
The decrease in royalty rights - change in fair value was driven by the $7.4 million decrease in the fair value of the Depomed royalty rights assets primarily as a result of higher gross-to-net adjustments for Glumetza, and a $7.6 million decrease in the fair value of the University of Michigan royalty right asset as a result of a delay in national pricing and reimbursement decisions in the European Union and Japan.





PDL received $14.7 million in net cash royalty payments and milestone payments from its acquired royalty rights in the second quarter of 2016, compared to $1.2 million for the same period of 2015. Of these payments from its acquired royalty rights, $6.0 million was related to the FDA approval milestone for Jentadueto® XR.
The decrease in interest revenues was primarily due to ceasing to accrue interest due from Direct Flow Medical, Inc. as a result of the loan being impaired.
Total revenues decreased by 57 percent for the six months ended June 30, 2016, when compared to the same period in 2015.
The decrease in royalties from PDL's licensees to the Queen et al. patents is due to the expiration of the patent license agreement with Genentech, Inc.
The decrease in royalty rights - change in fair value was driven by the $55.3 million decrease in the fair value of the Depomed royalty rights assets, and a $6.0 million decrease in the fair value of the University of Michigan royalty right asset.
PDL received $31.9 million in net cash royalty payments and milestone payments from its acquired royalty rights in the six months ended June 30, 2016, compared to $2.1 million for the same period of 2015.
The decrease in interest revenues was primarily due to reduced interest from Direct Flow Medical, Inc.

Operating Expense Highlights

Operating expenses were $9.9 million for the three months ended June 30, 2016, compared to $7.4 million for the same period of 2015. The increase in operating expenses for the three months ended June 30, 2016, as compared to the same period in 2015, was primarily a result of acquisition-related costs of $3.0 million for the Noden Pharma DAC (Noden) transactions which were advanced to Noden, and are expected to be repaid to PDL by year end through an intercompany arrangement.
Operating expenses were $19.8 million for the six months ended June 30, 2016, compared to $15.1 million for the same period of 2015. The increase in operating expenses for the six months ended June 30, 2016, as compared to the same period in 2015, was a result of the acquisition-related costs from the Noden transactions.

Other Financial Highlights

PDL had cash, cash equivalents, and investments of $190.9 million at June 30, 2016, compared to $220.4 million at December 31, 2015.
The decrease was primarily attributable to the restriction of $105.9 million in cash for the Noden transactions, repayment of the March 2015 Term Loan for $25.0 million, payment of dividends of $16.4 million, and an additional note receivable purchase of $5.0 million, partially offset by proceeds from royalty right payments of $31.9 million and cash generated by operating activities of $94.8 million.
Net cash provided by operating activities in the six months ended June 30, 2016 was $94.8 million, compared with $155.9 million in the same period in 2015.

Recent Developments

Noden Transactions
The acquisition of Tekturna® by Noden and PDL’s funding of the equity investment in Noden occurred on July 1, 2016.
PDL expects to make equity contributions to Noden Pharma DAC and an affiliate totaling $107 million in the first year of the transaction, which includes an initial equity investment of $75 million and an additional $32 million equity contribution commitment which will be made on the one-year anniversary of the closing of the transaction. In addition, PDL provided Noden with a loan and loan commitments of up to an aggregate of $75 million, the majority of which PDL expects will be repaid in the next 45 days once Noden secures a debt facility from a third party. PDL also may contribute additional amounts of funding depending on the total amount of debt obtained by Noden, and as needed for specified milestone payments or other purposes.
Noden closed its transaction relating to a purchase agreement with Novartis AG (Novartis) to acquire exclusive worldwide rights to manufacture, market, and sell the branded prescription medicine product sold under the name Tekturna® and Tekturna HCT® in the United States and Rasilez® and Rasilez HCT® in the rest





of the world. The product's active ingredient is aliskiren, which is indicated for the treatment of hypertension. The drug was previously marketed by Novartis and had global sales in 2015 of $154 million.
PDL has a majority equity interest ownership in Noden. Given this majority ownership by PDL, the financial statements of Noden will be consolidated with PDL beginning in Q3 2016, and is expected to be accretive to PDL's cash earnings.

ARIAD Royalty Agreement Second Tranche Payment
On July 28, 2016, PDL funded the second tranche of $50.0 million due on the first anniversary of the closing date under the terms of the ARIAD Royalty Agreement.
As a result of the second tranche payment, PDL’s royalty percentage will increase to 5.0% of the U.S. and European net revenues of Iclusig and 5.0% of the payments ARIAD receives elsewhere in the world until December 31, 2018.  Beginning January 1, 2019 and thereafter, the royalty rate will increase to 6.5% in all jurisdictions.

Dividend Policy
On August 3, 2016, the PDL board of directors decided to eliminate the quarterly cash dividend payment.

Conference Call and Webcast Details

PDL will hold a conference call to discuss financial results at 4:30 p.m. Eastern Time today, August 4, 2016.
 
To access the live conference call via phone, please dial (800) 668-4132 from the United States and Canada or (224) 357-2196 internationally. The conference ID is 56339819. Please dial in approximately 10 minutes prior to the start of the call. A telephone replay will be available beginning approximately one hour after the call through August 11, 2016, and may be accessed by dialing (855) 859-2056 from the United States and Canada or (404) 537-3406 internationally. The replay passcode is 56339819.

To access the live and subsequently archived webcast of the conference call, go to the Company’s website at http://www.pdl.com and go to “Events & Presentations.” Please connect to the website at least 15 minutes prior to the call to allow for any software download that may be necessary.
 
About PDL BioPharma, Inc.

PDL seeks to acquire pharmaceutical products through equity investments and also provide growth capital and financing solutions to late-stage public and private healthcare companies, including immediate financial monetization of royalty streams to companies, academic institutions, and inventors. PDL has committed over $1.4 billion and funded approximately $1.1 billion in these investments to date. PDL evaluates its investments based on the quality of the income generating assets and potential returns on investment. PDL is currently focused on acquiring and managing income generating assets, and maximizing value for its stockholders.

The Company was formerly known as Protein Design Labs, Inc. and changed its name to PDL BioPharma, Inc. in 2006. PDL was founded in 1986 and is headquartered in Incline Village, Nevada. PDL pioneered the humanization of monoclonal antibodies and, by doing so, enabled the discovery of a new generation of targeted treatments for cancer and immunologic diseases for which it has received significant royalty revenue.

PDL BioPharma and the PDL BioPharma logo are considered trademarks of PDL BioPharma, Inc.

Forward-looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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. Important factors that could impair the value of the Company's royalty assets, restrict or impede the ability of the Company to invest in new royalty bearing assets and limit the Company's ability to pay dividends are disclosed in the risk factors contained in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on





February 23, 2016, as updated by subsequent periodic filings. All forward-looking statements are expressly qualified in their entirety by such factors. We do not undertake any duty to update any forward-looking statement except as required by law.





TABLE 1
PDL BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME DATA
(Unaudited)
(In thousands, except per share amounts)

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2016
 
2015
 
2016
 
2015
Revenues
 
 
 
 
 
 
 
 
Royalties from Queen et al. patents
 
$
14,232

 
$
116,884

 
$
135,687

 
$
244,694

Royalty rights - change in fair value
 
(855
)
 
12,216

 
(27,957
)
 
23,578

Interest revenue
 
7,343

 
8,966

 
16,307

 
19,500

License and other
 
327

 

 
134

 

Total revenues
 
21,047

 
138,066

 
124,171

 
287,772

 
 
 
 
 
 
 
 
 
Operating Expenses
 
 
 
 
 
 
 
 
General and administrative expenses
 
6,951

 
7,429

 
16,797

 
15,095

Acquisition-related costs
 
2,959

 

 
2,959

 

Total operating expenses
 
9,910

 
7,429

 
19,756

 
15,095

Operating income
 
11,137

 
130,637

 
104,415

 
272,677

 
 
 
 
 
 
 
 
 
Non-operating expense, net
 
 
 
 
 
 
 
 
Interest and other income, net
 
129

 
121

 
242

 
207

Interest expense
 
(4,461
)
 
(7,199
)
 
(9,011
)
 
(15,809
)
Total non-operating expense, net
 
(4,332
)
 
(7,078
)
 
(8,769
)
 
(15,602
)
 
 
 
 
 
 
 
 
 
Income before income taxes
 
6,805

 
123,559

 
95,646

 
257,075

Income tax expense
 
2,657

 
45,295

 
35,611

 
94,313

Net income
 
$
4,148

 
$
78,264

 
$
60,035

 
$
162,762

 
 
 
 
 
 
 
 
 
Net income per share
 
 
 
 
 
 
 
 
Basic
 
$
0.03

 
$
0.48

 
$
0.37

 
$
1.00

Diluted
 
$
0.03

 
$
0.47

 
$
0.37

 
$
0.97

 
 
 
 
 
 
 
 
 
Shares used to compute income per basic share
 
163,791

 
163,544

 
163,729

 
163,188

Shares used to compute income per diluted share
 
164,029

 
165,384

 
163,920

 
167,376

 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
 
$
0.05

 
$

 
$
0.10

 
$
0.60








TABLE 2
PDL BIOPHARMA, INC.
CONDENSED CONSOLIDATED BALANCE SHEET DATA
(Unaudited)
(In thousands)

 
 
June 30,
 
December 31,
 
 
2016
 
2015
Cash, cash equivalents and investments
 
$
190,854

 
$
220,352

Total notes receivable
 
$
372,182

 
$
364,905

Total royalty rights - at fair value
 
$
339,338

 
$
399,204

Total assets
 
$
1,049,191

 
$
1,012,205

Total term loan payable
 
$

 
$
24,966

Total convertible notes payable
 
$
232,847

 
$
228,862

Total stockholders' equity
 
$
738,652

 
$
695,952






TABLE 3
PDL BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW DATA
(Unaudited)
(In thousands)

 
 
Six Months Ended
 
 
June 30,
 
 
2016
 
2015
Net income
 
$
60,035

 
$
162,762

Adjustments to reconcile net income to net cash provided by (used in) operating activities
 
25,969

 
(7,263
)
Changes in assets and liabilities
 
8,748

 
401

Net cash provided by operating activities
 
$
94,752

 
$
155,900








TABLE 4
PDL BIOPHARMA, INC.
GAAP to NON-GAAP RECONCILIATION:
NET INCOME AND DILUTED EARNINGS PER SHARE
(Unaudited)
(In thousands, except per share amount)

A reconciliation between net income on a GAAP basis and on a non-GAAP basis is as follows:
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2016
 
2015
 
2016
 
2015
GAAP net income as reported
 
$
4,148

 
$
78,264

 
$
60,035

 
$
162,762

Adjustments to Non-GAAP net income (as detailed below)
 
10,984

 
(5,694
)
 
40,164

 
(10,734
)
Non-GAAP net income
 
$
15,132

 
$
72,570

 
$
100,199

 
$
152,028

 
 
 
 
 
 
 
 
 
A reconciliation between diluted earnings per share on a GAAP basis and on a non-GAAP basis is as follows:
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2016
 
2015
 
2016
 
2015
GAAP earnings per share - Diluted
 
$
0.03

 
$
0.47

 
$
0.37

 
$
0.97

Adjustments to Non-GAAP net income (as detailed below)
 
0.06

 
(0.03
)
 
0.24

 
(0.06
)
Non-GAAP earnings per share - Diluted
 
$
0.09

 
$
0.44

 
$
0.61

 
$
0.91

 
 
 
 
 
 
 
 
 
An itemized reconciliation between net income on a GAAP basis and on a non-GAAP basis is as follows:
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2016
 
2015
 
2016
 
2015
GAAP net income as reported
 
$
4,148

 
$
78,264

 
$
60,035

 
$
162,762

Adjustments:
 
 
 
 
 
 
 
 
Mark-to-market adjustment to fair value assets
 
15,543

 
(11,063
)
 
59,866

 
(21,487
)
Non-cash interest revenues
 
(325
)
 
(1,303
)
 
(2,276
)
 
(3,408
)
Non-cash stock-based compensation expense
 
813

 
226

 
1,599

 
727

Non-cash debt offering costs
 
1,558

 
3,144

 
4,019

 
7,210

Mark-to-market adjustment on warrants held
 
418

 

 
747

 

Income tax effect related to above items
 
(7,023
)
 
3,302

 
(23,791
)
 
6,224

Total adjustments
 
10,984

 
(5,694
)
 
40,164

 
(10,734
)
Non-GAAP net income
 
$
15,132

 
$
72,570

 
$
100,199

 
$
152,028


Use of Non-GAAP Financial Measures

We supplement our consolidated financial statements presented on a GAAP basis by providing additional measures which may be considered “non-GAAP” financial measures under applicable SEC rules. We believe that the disclosure of these non-GAAP financial measures provides our investors with additional information that reflects the amounts and financial basis upon which our management assesses and operates our business. These non-GAAP financial measures are not in accordance with generally accepted accounting principles and should not be viewed in isolation or as a substitute for reported, or GAAP, net income, and





diluted earnings per share, and are not a substitute for, or superior to, measures of financial performance performed in conformity with GAAP.

“Non-GAAP net income“ and “Non-GAAP earnings per share - Diluted” are not based on any standardized methodology prescribed by GAAP and represent GAAP net income and GAAP earnings per share - diluted adjusted to exclude (1) mark-to market adjustments related to the fair value election for our investments in royalty rights presented in our earnings, which include the fair value re-measurement of future discounted cash flows for each of the royalty rights assets we have acquired, (2) non-cash interest revenue from notes receivable (3) stock-based compensation expense, (4) non-cash interest expense related to PDL debt offering costs, (5) mark-to market adjustments related to warrants held, and to adjust (6) the related tax effect of all reconciling items within our reconciliation of our GAAP to Non-GAAP net income. Non-GAAP financial measures used by PDL may be calculated differently from, and therefore may not be comparable to, non-GAAP measures used by other companies.



Exhibit


Exhibit 99.2
















































Exhibit

Exhibit 99.3

PDL BioPharma, Inc.
Q2 2016
August 4, 2016

Following are some of the key points regarding PDL’s second quarter 2016 financial and business results.

Highlighted Financial Results from Q2 2016
Total revenues of $21.0 million and $124.2 million for the three and six months ended June 30, 2016, respectively.
GAAP diluted EPS of $0.03 and $0.37 for the three and six months ended June 30, 2016, respectively.
GAAP net income of $4.1 million and $60.0 million for the three and six months ended June 30, 2016, respectively.
Non-GAAP diluted earnings per share (EPS) of $0.09 and $0.61 for the three and six months ended June 30, 2016, respectively.
Non-GAAP net income of $15.1 million and $100.2 million for the three and six months ended June 30, 2016, respectively.

The largest component of the difference in non-GAAP measure compared to GAAP is the exclusion of mark-to-market reduction in fair value of our investments in royalty rights. A full reconciliation of all components of the GAAP to non-GAAP quarterly financial results can be found in Table 4 of the August 4th press release.


Updates on Approved Royalty Bearing Products Related to Queen et al. Patents
In the second quarter of 2016, royalties from PDL's licensees to the Queen et al. patents were $14.2 million, which consisted of royalties earned on sales of Tysabri® under a license agreement associated with the Queen et al. patents. Under the terms of the legal settlement between Genentech and PDL, the first quarter of 2016 was the last period for which Genentech paid royalties to PDL for Avastin®, Herceptin®, Xolair®, Kadcyla® and Perjeta®. Royalty payments for Avastin®, Herceptin®, Xolair®, Kadcyla® and Perjeta® accounted for 86 percent of the $121.5 million Queen et al. royalty revenue recognized in the first quarter of 2016, with no revenue in the second quarter.

Other products from the Queen et al. patent licenses entitle us to royalties following the expiration of our patents with respect to sales of licensed product manufactured prior to patent expiry in jurisdictions providing patent protection licenses. The amount of royalties we are due for product manufactured prior to patent expiry but sold after patent expiry is uncertain.

Updates on Income Generating Assets

Solanezumab (Unapproved royalty-bearing product relating to Queen et al. patents)
Completed enrollment and continuing patient follow up on Phase 3 clinical trial.
Top line data from Phase 3 trial in mild Alzheimer’s disease expected in 4Q16. Lilly would file for product approval in 1H17 if data are positive.
PDL has a 2% know-how royalty on solanezumab which runs for 12.5 years from the date of its first sale.

Wellstat Diagnostics, LLC
On July 29, 2016, the Supreme Court of New York issued its Memorandum of Decision granting the Company’s motion for summary judgment and denying the Wellstat Diagnostics Guarantors’ cross-motion for summary judgment.  The Supreme Court of New York held that the Wellstat Diagnostics Guarantors are liable for all “Obligations” owed by Wellstat Diagnostics to PDL.  It did not set a specific dollar amount due, but ordered that a judicial hearing officer or special referee be designated to determine the amount of the Obligations owing, and awarded PDL its attorneys’ fees and costs in an amount to be determined.  The Supreme Court of New York has

Page 1

PDL BioPharma, Inc.
Q2 2016
August 4, 2016


also set a hearing on August 23, 2016 to consider the implication of the status quo ante instruction on certain actions of the Wellstat Diagnostics Guarantors and whether to issue a writ of attachment.
On August 2, 2016 the Delaware Bankruptcy Court announced its decision to grant PDL’s motion to dismiss the chapter 11 petition with prejudice as a bad faith filing, which should result in the receivership sale in the Maryland Circuit Court proceeding promptly.

Noden Transactions

On July 1, 2016, Noden Pharma DAC, a newly-formed company organized under the laws of Irelandpurchased from Novartis the exclusive worldwide rights to manufacture, market, and sell the branded prescription medicine product sold under the name Tekturna® and Tekturna HCT® in the United States and Rasilez® and Rasilez HCT® in the rest of the world (collectively the "Noden Products") and certain related assets and will assume certain related liabilities in exchange for the following cash commitments: $110.0 million paid on July 1, 2016, the closing date of the acquisition, $89.0 million payable on the first anniversary of the closing date and up to $95.0 million of additional cash consideration contingent on achievement of sales targets and the date of the launch of a generic drug containing the pharmaceutical ingredient aliskiren.
On July 1, 2016, PDL entered into an investment and stockholders’ agreement with Noden Pharma DAC and an affiliate and certain members of Noden’s management. PDL acquired an approximately 99% equity stake and obtained the majority voting power of Noden, for a total cash consideration of $75.0 million. It is expected that PDL’s equity ownership stake will ultimately be reduced to 88% upon the vesting of shares granted to Noden's noncontrolling interest holders.
In addition to the initial $75.0 million cash equity contribution, PDL will make the following additional equity contributions to Noden and an affiliate: $32 million (and up to $89 million if Noden is unable to obtain debt financing) on July 1, 2017 to fund the anniversary payment and at least $38.0 million to fund a portion of certain milestone payments under the Noden Purchase Agreement, subject to their occurrence.
During the three and six month periods ended June 30, 2016, we recorded approximately $3.0 million in acquisition-related costs in connection with the Noden transactions. Noden is expected to reimburse PDL as part of the intercompany arrangement for all acquisition-related costs on or before December 31, 2016.
PDL has not yet finalized the purchase price allocation for this acquisition. We will include additional information about the fair value of acquired assets and assumed liabilities of the Noden Products in its Quarterly Report on Form 10-Q for the period ending September 30, 2016 and in our Form 8-K/A due to be filed within 71 days of the filing date of the Form 8-K with respect to the closing of the Noden transaction that was filed on July 6, 2016.
On July 1, 2016, Noden began earning profits on the sale of Tekturna, Tekturna HCT, Rasilez and Rasilez HCT. During the transitional service period we expect to receive monthly reporting from Novartis one month in arrears, that is, generally after Novartis has sold the Noden Products. We recognize revenue when we can reliably estimate such amounts and collectability is reasonably assured.

Kybella Royalty Agreement

On July 8, 2016, PDL entered into a royalty purchase agreement with an individual, whereby the Company acquired that individual's rights to receive certain royalties on sales of Kybella® by Allergan, in exchange for a $9.5 million cash payment and up to $1.0 million in future milestone payments based upon product sales targets.

Depomed, Inc.

We have reduced the fair market value of the Depomed royalty rights year to date 2016 by $55.3 million, primarily due to a reduction in Glumetza royalties received and a reduction in future cash flows due to lower projected demand data, greater erosion of market share due to the launch of a generic, and higher gross-to-net adjustments for Glumetza. As you will recall, Glumetza was marketed by Salix until its acquisition by Valeant. Because we have limited information from Valeant, we employ an independent third party consulting group to assist us in our quarterly evaluation of Glumetza and the other Depomed products on which we receive or will receive royalties. In February 2016, a generic competitor to Glumetza launched as expected. The impact of the generic on pricing and gross-to-net has been greater than typical generic models would predict.
PDL received a $6 million milestone for FDA approval of Jentadueto® XR in the second quarter of 2016. Jentadueto XR is the third approved product for which we will receive royalties from our Depomed royalty rights assets. We expect to begin receiving royalties on Jentadueto XR in the third quarter of 2016.

Page 2

PDL BioPharma, Inc.
Q2 2016
August 4, 2016


Since PDL’s acquisition of the Depomed royalty rights in October 2013, PDL has received $178.5 million in net cash payments.
PDL and Depomed are in the process of conducting a royalty audit on Glumetza royalties owed by Valeant.

Direct Flow Medical, Inc.

On July 15, 2016, PDL and Direct Flow Medical entered into the fifth Amendment and Limited Waiver to the Credit Agreement. PDL funded an additional $1.5 million to Direct Flow Medical in the form of a note with substantially the same interest and payment terms as the existing loans and a conversion feature whereby the $1.5 million loan would convert into equity of Direct Flow Medical upon the occurrence of certain events.
On February 26, 2016, PDL and Direct Flow Medical entered into the fourth Amendment to the Credit Agreement that converted a $5.0 million short-term secured promissory note into a loan under the credit agreement with substantially the same interest and payment terms as the existing loans, added a conversion feature whereby the $5.0 million loan would convert into equity of Direct Flow Medical upon the occurrence of certain events, and provided for a second $5.0 million convertible loan tranche commitment, to be funded at the option of PDL. The commitment for the second tranche was not funded and has since expired.
PDL has agreed to waive the liquidity covenant and delay the timing of the unpaid interest payments until September 30, 2016, and Direct Flow Medical agreed to issue to PDL a specified amount of warrants to purchase shares of convertible preferred stock on the first day of each month for the duration of the waiver period at an exercise price of $0.01 per share.
Direct Flow Medical is is currently attempting to raise equity.

kaleo, Inc.

On February 18, 2016, PDL was advised that Sanofi and kaléo will terminate their license and development agreement later this year.
On March 31, 2016, PDL was informed by kaléo that the license and development agreement was terminated and that all U.S. and Canadian commercial and manufacturing rights to Auvi-Q ® and Allerject ® had been returned to kaléo. All manufacturing equipment had also been returned to kaléo, and kaléo intends to evaluate the timing and options for bringing Auvi-Q and Allerject ® back to the market.
PDL entered into a secured note purchase agreement with Accel 300, a wholly-owned subsidiary of kaléo, which as of June 30, 2016, had a principal balance of $144.8 million due to PDL. Interest payments due have been paid on time and in full through the second quarter of 2016, and kaléo has indicated that it intends to make payments due to PDL under the note agreement until Auvi-Q is returned to the market.

ARIAD Pharmaceuticals, Inc.

In May of 2016, PDL and ARIAD agreed to amend the ARIAD Royalty Agreement, as a result of ARIAD’s share purchase agreement with Incyte Corporation (Incyte), to include royalties on net sales of Iclusig® (ponatinib) made by Incyte once it takes over ARIAD’s commercialization operations with respect to Iclusig in the European Union and certain other countries. In addition, the Company and ARIAD agreed to restructure future funding under the Royalty Agreement such that ARIAD’s option to draw up to an additional $100 million between January and July of 2016 was reduced to a maximum amount of up to an additional $40 million, which can be drawn at ARIAD’s option in July of 2017.
On July 28, 2016, PDL funded the second tranche of $50 million to ARIAD. This agreement was entered into in July 2015, in exchange for royalties on the net revenues of Iclusig. As a result of the second tranche payment, under the terms of the ARIAD Royalty Agreement, PDL’s royalty percentage will increase to 5.0% of the U.S. and European net revenues of Iclusig and 5.0% of the payments ARIAD receives elsewhere in the world until December 31, 2018.  Beginning January 1, 2019 and thereafter, the royalty rate will increase to 6.5% in all jurisdictions and continue until December 31, 2033, subject to a put option of PDL upon the occurrence of specified events and a call option of ARIAD.


Forward-looking Statements
This document contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Each of these forward-looking

Page 3

PDL BioPharma, Inc.
Q2 2016
August 4, 2016


statements involves risks and uncertainties. Actual results may differ materially from those, express or implied, in these forward-looking statements. Important factors that could impair the value of the Company's royalty assets, restrict or impede the ability of the Company to invest in new income generating assets and limit the Company's ability to pay dividends are disclosed in the risk factors contained in the Company's Annual Report on Form 10-K, as updated by subsequent quarterly reports filed with the Securities and Exchange Commission, as updated by subsequent filings. All forward-looking statements are expressly qualified in their entirety by such factors. We do not undertake any duty to update any forward looking statement except as required by law.


Page 4

PDL BioPharma, Inc.
Q2 2016
August 4, 2016


Queen et al. Royalties
Royalty Revenue by Product ($ in 000's) *
Avastin
Q1
Q2
Q3
Q4
Total
2016
38,825




38,825

2015
38,809

38,447

39,284

39,987

156,527

2014
38,122

38,924

38,864

40,723

156,632

2013
33,234

46,720

32,224

32,287

144,464

2012
23,215

41,670

25,955

30,041

120,882

2011
22,283

41,967

23,870

22,886

111,006

2010
16,870

44,765

29,989

24,922

116,547

2009
13,605

35,161

21,060

15,141

84,966

2008
9,957

30,480

19,574

12,394

72,405

2007
8,990

21,842

17,478

9,549

57,859

2006
10,438

15,572

15,405

12,536

53,952

Herceptin
Q1
Q2
Q3
Q4
Total
2016
38,726




38,726

2015
37,875

39,476

39,457

38,897

155,704

2014
36,646

38,292

39,407

40,049

154,394

2013
30,287

47,353

30,961

33,038

141,640

2012
25,702

44,628

30,433

28,307

129,070

2011
25,089

42,209

31,933

21,812

121,042

2010
23,402

38,555

27,952

25,441

115,350

2009
16,003

32,331

26,830

18,615

93,779

2008
14,092

34,383

28,122

20,282

96,880

2007
19,035

28,188

22,582

14,802

84,608

2006
15,142

19,716

21,557

20,354

76,769

Lucentis
Q1
Q2
Q3
Q4
Total
2016





2015
15,920




15,920

2014
17,390

16,777

16,883

16,695

67,746

2013
12,032

30,066

13,536

12,127

67,760

2012
10,791

27,938

12,552

11,097

62,377

2011
8,878

24,313

12,157

10,750

56,099

2010
7,220

19,091

10,841

8,047

45,198

2009
4,621

12,863

8,123

6,152

31,759

2008
3,636

11,060

7,631

4,549

26,876

2007
2,931

6,543

6,579

3,517

19,570

2006


289

3,335

3,624

Xolair
Q1
Q2
Q3
Q4
Total
2016
13,030




13,030

2015
10,971

11,075

12,407

12,749

47,202

2014
8,886

9,099

10,442

11,237

39,663

2013
5,930

10,025

7,334

7,330

30,619

2012
5,447

8,609

6,504

6,145

26,705

2011
4,590

7,621

5,916

5,823

23,949

2010
3,723

6,386

4,980

4,652

19,741

2009
2,665

5,082

4,085

3,722

15,553

2008
1,488

4,866

3,569

2,927

12,850

2007
1,684

3,942

3,332

2,184

11,142

2006
2,263

2,969

3,041

2,495

10,768


Page 5

PDL BioPharma, Inc.
Q2 2016
August 4, 2016


Queen et al. Royalties
Royalty Revenue by Product ($ in 000's) *
Perjeta
Q1
Q2
Q3
Q4
Total
2016
9,320




9,320

2015
6,596

7,419

7,898

8,753

30,666

2014
3,375

4,385

5,157

5,850

18,767

2013
340

1,414

748

879

3,381

2012


58

250

308

Kadcyla
Q1
Q2
Q3
Q4
Total
2016
4,782




4,782

2015
3,852

4,177

4,319

4,535

16,883

2014
1,934

2,491

3,048

3,464

10,937

2013

551

830

859

2,240

Tysabri
Q1
Q2
Q3
Q4
Total
2016
13,970

14,232



28,202

2015
14,385

13,614

13,557

14,031

55,587

2014
12,857

13,350

16,048

15,015

57,270

2013
12,965

13,616

11,622

12,100

50,304

2012
11,233

12,202

11,749

12,255

47,439

2011
9,891

10,796

11,588

11,450

43,725

2010
8,791

8,788

8,735

9,440

35,754

2009
6,656

7,050

7,642

8,564

29,912

2008
3,883

5,042

5,949

6,992

21,866

2007
839

1,611

2,084

2,836

7,370

2006



237

237

Actemra
Q1
Q2
Q3
Q4
Total
2016





2015
4,990




4,990

2014
3,446

3,932

4,419

5,406

17,202

2013
2,631

2,816

2,939

3,744

12,131

2012
1,705

2,074

2,145

2,462

8,385

2011
913

1,136

1,401

1,460

4,910

2010
1,587

237

315

688

2,827

2009
585

537

909

1,197

3,228

2008
44


146

369

559

2007
32



17

49

Gazyva
Q1
Q2
Q3
Q4
Total
2016





2015
313




313

2014
51

283

325

436

1,094

Entyvio
Q1
Q2
Q3
Q4
Total
2016





2015
2,223




2,223

2014


153

2,192

2,344

* As reported to PDL by its licensees. Totals may not sum due to rounding.
Q1 2014 royalty revenue by product above do not include a $5 million payment received from Genentech in Q1 2014 for a retroactive settlement payment from 2013.



Page 6

PDL BioPharma, Inc.
Q2 2016
August 4, 2016



Queen et al. Sales Revenue
Reported Licensee Net Sales Revenue by Product ($ in 000's) *
Avastin
Q1
Q2
Q3
Q4
Total
2016
1,827,081




1,827,081

2015
1,826,289

1,809,286

1,848,655

1,881,743

7,365,972

2014
1,786,912

1,838,764

1,828,900

1,916,353

7,370,929

2013
1,653,108

1,694,678

1,746,135

1,819,877

6,913,798

2012
1,502,757

1,573,727

1,551,327

1,662,977

6,290,788

2011
1,597,461

1,582,705

1,581,095

1,469,994

6,231,255

2010
1,506,788

1,596,892

1,594,707

1,646,218

6,344,605

2009
1,345,487

1,295,536

1,439,730

1,514,053

5,594,806

2008
980,715

1,084,930

1,180,427

1,239,382

4,485,454

2007
678,068

746,587

797,013

875,084

3,096,752

2006
439,318

516,052

570,551

592,897

2,118,817

Herceptin
Q1
Q2
Q3
Q4
Total
2016
1,822,407




1,822,407

2015
1,789,404

1,857,696

1,856,803

1,830,424

7,334,326

2014
1,731,564

1,801,990

1,854,452

1,877,614

7,265,621

2013
1,681,574

1,744,145

1,681,860

1,726,551

6,834,130

2012
1,515,255

1,625,313

1,663,695

1,650,495

6,454,759

2011
1,391,568

1,559,975

1,642,898

1,432,771

6,027,211

2010
1,270,846

1,349,512

1,300,934

1,409,310

5,330,602

2009
1,210,268

1,133,993

1,226,435

1,278,626

4,849,323

2008
1,105,426

1,195,215

1,211,982

1,186,806

4,699,428

2007
891,761

949,556

979,602

1,015,033

3,835,952

2006
529,585

659,719

761,099

803,576

2,753,979

Lucentis
Q1
Q2
Q3
Q4
Total
2016





2015
749,182




749,182

2014
818,376

789,483

794,505

785,669

3,188,031

2013
1,203,179

1,171,423

1,200,791

1,212,651

4,788,045

2012
1,079,092

1,086,543

1,097,541

1,109,695

4,372,871

2011
887,757

943,418

1,052,809

1,075,015

3,958,999

2010
721,967

698,890

745,376

804,684

2,970,917

2009
462,103

469,736

555,296

615,212

2,102,347

2008
363,615

393,682

460,167

454,922

1,672,386

2007
224,820

219,579

299,995

322,300

1,066,695

2006


10,689

157,742

168,431

Xolair
Q1
Q2
Q3
Q4
Total
2016
613,160




613,160

2015
523,340

521,192

583,856

599,945

2,228,333

2014
425,243

428,171

491,372

521,726

1,866,512

2013
341,309

365,778

391,900

401,333

1,500,321

2012
310,234

314,638

347,796

340,431

1,313,100

2011
267,754

277,642

310,874

314,911

1,171,182

2010
228,859

225,878

251,055

263,389

969,179

2009
184,669

181,086

211,006

219,693

796,454

2008
137,875

169,521

177,179

183,753

668,329

2007
129,172

130,700

144,250

147,754

551,876

2006
95,241

99,354

112,608

118,002

425,204


Page 7

PDL BioPharma, Inc.
Q2 2016
August 4, 2016


Queen et al. Sales Revenue
Reported Licensee Net Sales Revenue by Product ($ in 000's) *
Perjeta
Q1
Q2
Q3
Q4
Total
2016
438,580




438,580

2015
310,410

349,125

371,668

411,912

1,443,115

2014
158,809

206,333

242,700

275,311

883,153

2013
34,008

55,076

66,353

87,949

243,386

2012


5,080

25,000

30,079

Kadcyla
Q1
Q2
Q3
Q4
Total
2016
25,018




25,018

2015
181,275

196,556

203,258

213,404

794,493

2014
91,031

117,212

143,414

163,028

514,685

2013

21,459

73,626

85,906

180,991

Tysabri
Q1
Q2
Q3
Q4
Total
2016
465,647

474,379



940,026

2015
479,526

453,786

451,898

467,735

1,852,945

2014
428,561

442,492

534,946

500,511

1,906,510

2013
434,677

451,358

387,407

403,334

1,676,776

2012
374,430

401,743

391,623

408,711

1,576,508

2011
329,696

356,876

388,758

381,618

1,456,948

2010
293,047

287,925

293,664

316,657

1,191,292

2009
221,854

229,993

257,240

285,481

994,569

2008
129,430

163,076

200,783

233,070

726,359

2007
30,468

48,715

71,972

94,521

245,675

2006



7,890

7,890

Actemra
Q1
Q2
Q3
Q4
Total
2016





2015
166,338




166,338

2014
114,865

124,736

147,285

180,197

567,082

2013
87,703

91,374

97,961

124,815

401,852

2012
56,662

66,624

71,505

82,053

276,843

2011
30,433

35,370

46,709

48,671

161,183

2010
52,908

5,405

10,493

22,919

91,725

2009
19,504

17,920

30,313

39,888

107,625

2008
1,452

1,377

5,981

12,305

21,115

2007



1,137

1,137

Gazyva
Q1
Q2
Q3
Q4
Total
2016





2015
9,627




9,627

2014
3,095

8,697

11,531

13,428

36,750

Entyvio
Q1
Q2
Q3
Q4
Total
2016





2015
59,287




59,287

2014


5,347

58,500

63,848

* As reported to PDL by its licensee. Dates in above charts reflect when PDL receives
royalties on sales. Sales occurred in the quarter prior to the dates in the above charts.
Totals may not sum due to rounding.
 


Page 8