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): February 10,
2011
PDL
BioPharma, Inc.
(Exact
name of Company as specified in its charter)
000-19756
(Commission
File Number)
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Delaware
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94-3023969
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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Incorporation)
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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:
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events.
MedImmune,
LLC and PDL BioPharma, Inc. Resolve Patent Disputes
On February 16, 2011, PDL BioPharma,
Inc. (“PDL”) announced that PDL and MedImmune, LLC (“MedImmune”) have entered
into a definitive settlement agreement that resolves all legal disputes between
the parties, including those relating to MedImmune’s product Synagis® and
PDL's patents known as the Queen et al. patents.
Under the settlement agreement, PDL
paid MedImmune $65 million on February 15, 2011 and will pay $27.5 million by
February 10, 2012 for a total of $92.5 million. MedImmune has not paid royalties
to PDL on sales of Synagis that occurred after September 30, 2009. No
further payments will be owed by MedImmune to PDL under its license to the Queen
et al. patents as a result of past or future Synagis sales. As part of the
settlement agreement, MedImmune has agreed not to challenge or assist other
parties in challenging the Queen et al. patents.
On
February 16, 2011, PDL issued a press release announcing the above settlement.
The press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
Release, dated February 16, 2011
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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.
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PDL
BIOPHARMA, INC.
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|||
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(Company)
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|||
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By:
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/s/ Christopher Stone
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Christopher
Stone
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Vice
President, General Counsel and Secretary
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Dated: February
16, 2011
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release, dated February 16, 2011
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Contacts:
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Cris
Larson
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Jennifer
Williams
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PDL
BioPharma, Inc.
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Cook
Williams Communications, Inc.
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775-832-8505
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360-668-3701
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cris.larson@pdl.com
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jennifer@cwcomm.org
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MedImmune
and PDL BioPharma Resolve Patent Disputes
-- All Legal Disputes, Including Those
Relating to Synagis®, Settled --
--
PDL to Pay MedImmune $92.5 Million –
GAITHERSBERG,
MD AND INCLINE VILLAGE, NV, February 16, 2011– PDL BioPharma, Inc. (NASDAQ:
PDLI) (PDL) today announced that PDL and MedImmune, LLC have entered into a
definitive settlement agreement that resolves all legal disputes between them,
including those relating to MedImmune’s product Synagis® and
PDL's patents known as the Queen et al. patents.
Under the
settlement agreement, PDL paid MedImmune $65 million on February 15, 2011 and
will pay $27.5 million by February 10, 2012 for a total of $92.5 million.
MedImmune has not paid royalties to PDL on sales of Synagis that occurred after
September 30, 2009. No further payments will be owed by MedImmune to
PDL under its license to the Queen et al. patents as a result of past or future
Synagis sales. As part of the settlement agreement, MedImmune has agreed not to
challenge or assist other parties in challenging the Queen et al.
patents.
About
PDL BioPharma
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. PDL is focused on maximizing the value of its antibody
humanization patents and related assets. The Company receives royalties on sales
of a number of humanized antibody products marketed by leading pharmaceutical
and biotechnology companies today based on patents which expire in late 2014.
For more information, please visit www.pdl.com.
NOTE: PDL
BioPharma and the PDL BioPharma logo are considered trademarks of PDL BioPharma,
Inc.
Forward
Looking Statements
This
press release contains forward-looking statements. 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,
including because MedImmune or PDL fail to timely fulfill their respective
obligations under the settlement agreement. PDL and MedImmune expressly disclaim
any obligation or undertaking to release publicly any updates or revisions to
any forward-looking statements contained herein to reflect any change in their
respective 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 press release are
qualified in their entirety by this cautionary statement.
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