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 2,
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.
PDL
BioPharma, Inc. Resolves Patent Disputes with UCB Pharma SA
On
February 7, 2011, PDL BioPharma, Inc. (“PDL”) and UCB SA, on behalf of its
affiliate UCB Pharma S.A. (“UCB”), jointly announced that the companies have
entered into a definitive settlement agreement that resolves all legal disputes
between the parties, including those relating to UCB’s pegylated humanized
antibody fragment, Cimzia®
(certoluzimab pegol), and PDL’s Queen et al. patents.
Under the
terms of the settlement agreement, PDL provided UCB a covenant not to sue UCB
for any royalties regarding UCB’s Cimzia product under the Queen et al. patent
portfolio in return for a lump sum payment of $10 million and the mutual
resolution of other disputes between the two companies, including two pending
patent interference proceedings before the United States Patent and Trademark
Office and a patent opposition in the European Patent Office. No additional
payments will be owed by UCB to PDL under the Queen et al. patent portfolio in
respect of Cimzia sales for any indication and the sale of a product in
development that may or may not be approved within the term of the Queen et al.
patent portfolio.
On
February 7, 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 7,
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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(Company)
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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
7, 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 7,
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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UCB
and PDL BioPharma Resolve Patent Disputes
—
All Legal Disputes, Including Those Relating to Cimzia®, Settled
—
—
UCB to Pay PDL US$10 Million —
BRUSSELS,
BELGIUM AND INCLINE VILLAGE, NEVADA, UNITED STATES, February 7, 2011 – UCB SA
(Euronext Brussels: UCB), on behalf of its affiliate UCB Pharma S.A. (UCB), and
PDL BioPharma, Inc. (NASDAQ: PDLI) (PDL) today jointly announced that the
companies have entered into a definitive settlement agreement that resolves all
legal disputes between them, including those relating to UCB’s pegylated
humanized antibody fragment, Cimzia (certolizumab pegol), and PDL's patents
known as the Queen et al. patents.
Under the
settlement agreement, PDL provided UCB a covenant not to sue UCB for any
royalties regarding UCB’s Cimzia product under the Queen patent portfolio in
return for a lump sum payment of US$10 million and the mutual resolution of
other disputes between the two companies, including two pending patent
interferences before the United States Patent and Trademark Office and a patent
opposition in the European Patent Office. No additional payments will be owed by
UCB to PDL under the Queen patents in respect of Cimzia sales for any indication
and the sale of a product in development that may or may not be approved within
the term of the Queen patents.
About
Cimzia
Cimzia® is a pegylated,
humanized TNFα (tumor necrosis factor alpha) antibody fragment. The U.S.
Food and Drug Administration has approved Cimzia for reducing signs and symptoms
of Crohn's disease and maintaining clinical response in adult patients with
moderately to severely active disease who have had an inadequate response to
conventional therapy and for the treatment of adults with moderately to severely
active rheumatoid arthritis (RA). Cimzia in combination with methotrexate (MTX),
is approved in the EU for the treatment of moderate to severe active RA in adult
patients inadequately responsive to disease modifying antirheumatic drugs
including MTX. Cimzia can be given as monotherapy in case of intolerance to MTX
or when continued treatment with MTX is inappropriate. UCB is also developing
Cimzia® in other autoimmune disease indications. Cimzia is a registered
trademark of UCB.
About
UCB
UCB,
Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company focused on
the discovery and development of innovative medicines and solutions to transform
the lives of people living with severe diseases of the immune system or of the
central nervous system. With more than 8 000 people in about 40 countries, the
company generated revenue of EUR 3.1 billion in 2009. UCB is listed on Euronext
Brussels (symbol: UCB).
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 UCB or PDL fail to timely fulfill their respective obligations
under the settlement agreement. PDL and UCB 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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