Delaware
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94-3023969
|
|
(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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|
Incorporation)
|
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
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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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Exhibit No.
|
Description
|
|
99.1
|
Press Release, dated April 27, 2011
|
|
99.2 | Information Sheet, dated April 27, 2011 |
PDL BIOPHARMA, INC.
|
|||
(Company) | |||
|
By:
|
/s/Christine R. Larson | |
Christine R. Larson
|
|||
Vice President and Chief Financial Officer
|
|||
Dated: April 27, 2011 |
Exhibit No.
|
Description | |
Press Release, dated April 27, 2011
|
||
99.2 | Information Sheet, dated April 27, 2011 |
Contacts: | |
Cris Larson | Jennifer Williams |
PDL BioPharma, Inc. | Cook Williams Communications |
775-832-8505 | 360-668-3701 |
Cris.Larson@pdl.com | jennifer@cwcomm.org |
PDL BioPharma Announces First Quarter 2011 Financial Results
|
–Conference Call Today at 4:30 p.m. Eastern Time –
|
|
·
|
We reached a settlement agreement with MedImmune resolving all disputes between us related to both sales of their product, Synagis®, and the Queen et al. patent estate, including their challenge to our European patent before the EPO; we agreed to pay MedImmune $92.5 million as a result of this agreement of which we paid $65.0 million in February 2011 and the balance of $27.5 million is due in February 2012;
|
|
·
|
We reached a settlement agreement with UCB Pharma resolving all disputes between us, including their challenges to our U.S. patents before the PTO and our European patent before the EPO; we received a $10 million payment in conjunction with this agreement;
|
|
·
|
We reached a settlement agreement with Novartis resolving all disputes between us, including their challenge to our European patent before the EPO; the settlement agreement also included the dismissal of Novartis from all claims in the Nevada state court; and
|
|
·
|
We acquired BioTransplant Incorporated, a bankrupt company, and instructed its representative to cease its activities before the EPO in the opposition against us.
|
|
·
|
The expected rate of growth in royalty-bearing product sales by PDL’s existing licensees;
|
|
·
|
The relative mix of royalty-bearing Genentech products manufactured and sold outside the U.S. versus manufactured or sold in the U.S.;
|
|
·
|
The ability of our licensees 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;
|
|
·
|
The change in foreign currency exchange rates; and
|
|
·
|
The failure of licensees to comply with existing license agreements, including any failure to pay royalties due.
|
PDL BIOPHARMA, INC.
|
||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS DATA
|
||||||||
(Unaudited)
|
||||||||
(In thousands, except per share amounts)
|
||||||||
Three Months Ended | ||||||||
March 31,
|
||||||||
2011
|
2010
|
|||||||
Revenues
|
||||||||
Royalties
|
$ | 73,336 | $ | 62,061 | ||||
License and other
|
10,000 | - | ||||||
Total revenues
|
83,336 | 62,061 | ||||||
General and administrative expense
|
5,779 | 9,410 | ||||||
Operating income
|
77,557 | 52,651 | ||||||
Interest and other income, net
|
175 | 80 | ||||||
Interest expense
|
(9,154 | ) | (12,527 | ) | ||||
Income before income taxes
|
68,578 | 40,204 | ||||||
Income tax expense
|
24,033 | 14,197 | ||||||
Net income
|
$ | 44,545 | $ | 26,007 | ||||
Net income per basic share
|
$ | 0.32 | $ | 0.22 | ||||
Net income per diluted share
|
$ | 0.25 | $ | 0.15 | ||||
Cash dividends declared per common share
|
$ | 0.60 | $ | 1.00 | ||||
Shares used to compute income per basic share
|
139,640 | 119,525 | ||||||
Shares used to compute income per diluted share
|
184,954 | 184,308 |
PDL BIOPHARMA, INC.
|
||||||||
OPERATING EXPENSE DATA
|
||||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2011
|
2010
|
|||||||
General and administrative expenses:
|
||||||||
Compensation and benefits
|
$ | 942 | $ | 1,001 | ||||
Legal fees
|
3,495 | 6,350 | ||||||
Professional services
|
568 | 1,078 | ||||||
Insurance
|
204 | 228 | ||||||
Stock-based compensation
|
50 | 188 | ||||||
Depreciation
|
14 | 34 | ||||||
Other
|
506 | 531 | ||||||
Total general and administrative
|
5,779 | 9,410 |
PDL BIOPHARMA, INC.
|
||||||||
CONSOLIDATED BALANCE SHEET DATA
|
||||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
|
March 31,
|
December 31,
|
||||||
2011
|
2010
|
|||||||
Cash, cash equivalents and investments
|
$ | 193,463 | $ | 248,229 | ||||
Total assets
|
$ | 248,704 | $ | 316,666 | ||||
Convertible notes payable
|
$ | 310,601 | $ | 310,428 | ||||
Non-recourse notes payable
|
$ | 183,959 | $ | 204,270 | ||||
Total stockholders' deficit
|
$ | (371,204 | ) | $ | (324,182 | ) |
PDL BIOPHARMA, INC.
|
||||||||
CONSOLIDATED STATEMENT OF CASH FLOW DATA
|
||||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2011
|
2010
|
|||||||
Net income
|
$ | 44,545 | $ | 26,007 | ||||
Adjustments to reconcile net income to net cash provided by operating activities
|
2,409 | 2,653 | ||||||
Changes in assets and liabilities
|
(60,106 | ) | (1,724 | ) | ||||
Net cash provided by (used in) operating activities
|
$ | (13,152 | ) | $ | 26,936 |
PDL BIOPHARMA, INC.
|
||||||||
MIX OF EX-U.S.-BASED SALES AND EX-U.S.-BASED MANUFACTURING AND SALES
OF GENENTECH PRODUCTS
|
||||||||
(Unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2011
|
2010
|
|||||||
Avastin
|
||||||||
% Ex-U.S.-based Sales
|
56 | % | 50 | % | ||||
% Ex-U.S.-based-Manufacturing and Sales
|
19 | % | 5 | % | ||||
Herceptin
|
||||||||
% Ex-U.S.-based-Sales
|
71 | % | 70 | % | ||||
% Ex-U.S.-based Manufacturing and Sales
|
40 | % | 43 | % | ||||
Lucentis
|
||||||||
% Ex-U.S.-based Sales
|
57 | % | 57 | % | ||||
% Ex-U.S.-based Manufacturing and Sales
|
- | - | ||||||
Xolair
|
||||||||
% Ex-U.S.-based Sales
|
39 | % | 35 | % | ||||
% Ex-U.S.-based Manufacturing and Sales
|
39 | % | 35 | % |
|
·
|
In March 2011, Genentech announced that two Phase 3 studies using Lucentis for the treatment of diabetic macular edema (DME) met their primary endpoints. In the first study, a significantly larger number of patients treated with Lucentis demonstrated the ability to read at least 15 additional letters on an eye chart. Top line results from this study will be presented at the EURETINA Congress in London on May 29, 2011. The second study showed that patients with DME who received Lucentis over two years improved in a number of key areas including additional letters on an eye chart, average reading score on an eye chart at 24 months, improvement in reading an eye chart as early as 7 days following treatment and decreased retinal swelling.
|
|
·
|
On March 18, 2011, Novartis received a positive opinion from CHMP for Lucentis to treat patients with visual impairment due to macular edema secondary to branch-retinal vein occlusion and central-retinal vein occlusion, a sudden-onset disease where patients suffer from visual impairment and associated difficulties in daily activities such as reading and driving.
|
|
·
|
On April 4, 2011, Genentech and Johns Hopkins University reviewed files of 77,886 patients with age-related macular degeneration (AMD) who received either Avastin off-label or Lucentis. Patients receiving Avastin off-label had an 11% increased risk of overall mortality, 57% increased risk of hemorrhagic cerebrovascular accident, 80% more likely to have ocular inflammation and 11% more likely to have cataract surgery following treatment than Lucentis treated patients. The authors of the study note that it is limited due to incomplete information on confounding factors such as smoking, lipid and blood pressure levels.
|
|
·
|
On April 18, 2011, Biogen Idec and Elan announced that the CHMP adopted a positive opinion for the inclusion of JC virus (JCV) status as a risk factor for the development of PML, to the product label for TYSABRI in the European Union. CHMP also issued a positive opinion for the five year renewal of the Marketing Authorisation for TYSABRI.
|
|
·
|
On April 22, 2011, the FDA announced that the estimated risk of Tysabri treated patients developing PML was 0.3 per 1,000 patients during the first two years of treatment, increasing to 1.5 per 1,000 patients during the third year and dropping to a rate of 0.9 per 1,000 thereafter. Limited data is available beyond four years.
|
|
·
|
The expected rate of growth in royalty-bearing product sales by PDL's existing licensees;
|
|
·
|
The relative mix of royalty-bearing Genentech products manufactured and sold outside the U.S. versus manufactured or sold in the U.S.;
|
|
·
|
The ability of our licensees 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;
|
|
·
|
The change in foreign currency exchange rates; and
|
|
·
|
The failure of licensees to comply with existing license agreements, including any failure to pay royalties due.
|
Royalty Revenue by Product ($ in 000's) *
|
|||||
Avastin
|
Q1
|
Q2
|
Q3
|
Q4
|
Total
|
2011
|
22,283
|
-
|
-
|
-
|
22,283
|
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
|
2011
|
25,089
|
-
|
-
|
-
|
25,089
|
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
|
2011
|
8,878
|
-
|
-
|
-
|
8,878
|
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
|
2011
|
4,590
|
-
|
-
|
-
|
4,590
|
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
|
Tysabri
|
Q1
|
Q2
|
Q3
|
Q4
|
Total
|
2011
|
9,891
|
-
|
-
|
-
|
9,891
|
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
|
* As reported to PDL by its licensees
|
Reported Net Sales Revenue by Product ($ in 000's) *
|
|||||
Avastin
|
Q1
|
Q2
|
Q3
|
Q4
|
Total
|
2011
|
1,597,461
|
-
|
-
|
-
|
1,597,461
|
2010
|
1,586,093
|
1,596,892
|
1,594,707
|
1,646,218
|
6,423,910
|
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
|
2011
|
1,391,568
|
-
|
-
|
-
|
1,391,568
|
2010
|
1,337,732
|
1,349,512
|
1,300,934
|
1,409,310
|
5,397,488
|
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
|
2011
|
887,757
|
-
|
-
|
-
|
887,757
|
2010
|
759,965
|
698,890
|
745,376
|
804,684
|
3,008,915
|
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
|
2011
|
267,754
|
-
|
-
|
-
|
267,754
|
2010
|
240,904
|
225,878
|
251,055
|
263,389
|
981,225
|
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
|
Tysabri
|
Q1
|
Q2
|
Q3
|
Q4
|
Total
|
2011
|
329,696
|
-
|
-
|
-
|
329,696
|
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
|
* As reported to PDL by its licensees
|
Manufacturing Location & Sales - Genentech / Roche & Novartis ($ in 000's) *
|
||||||
Avastin Sales
|
2009 - Q4
|
2010 - Q1
|
2010 - Q2
|
2010 - Q3
|
2010 - Q4
|
2011 - Q1
|
US Made & Sold
|
795,199
|
795,453
|
814,872
|
820,453
|
800,139
|
708,539
|
US Made & ex-US Sold
|
718,855
|
703,661
|
355,742
|
338,929
|
415,576
|
580,981
|
ex-US Made & Sold
|
-
|
86,979
|
426,277
|
435,325
|
430,503
|
307,941
|
Total
|
1,514,053
|
1,586,093
|
1,596,892
|
1,594,707
|
1,646,218
|
1,597,461
|
US Made & Sold
|
53%
|
50%
|
51%
|
51%
|
49%
|
44%
|
US Made & ex-US Sold
|
47%
|
44%
|
22%
|
21%
|
25%
|
36%
|
ex-US Made & Sold
|
0%
|
5%
|
27%
|
27%
|
26%
|
19%
|
Herceptin Sales
|
2009 - Q4
|
2010 - Q1
|
2010 - Q2
|
2010 - Q3
|
2010 - Q4
|
2011 - Q1
|
US Made & Sold
|
386,654
|
394,883
|
406,222
|
410,563
|
416,611
|
409,854
|
US Made & ex-US Sold
|
608,046
|
372,146
|
312,792
|
306,085
|
425,303
|
423,053
|
ex-US Made & Sold
|
283,926
|
570,703
|
630,498
|
584,286
|
567,396
|
558,661
|
Total
|
1,278,626
|
1,337,732
|
1,349,512
|
1,300,934
|
1,409,310
|
1,391,568
|
US Made & Sold
|
30%
|
30%
|
30%
|
32%
|
30%
|
29%
|
US Made & ex-US Sold
|
48%
|
28%
|
23%
|
24%
|
30%
|
30%
|
ex-US Made & Sold
|
22%
|
43%
|
47%
|
45%
|
40%
|
40%
|
Lucentis Sales
|
2009 - Q4
|
2010 - Q1
|
2010 - Q2
|
2010 - Q3
|
2010 - Q4
|
2011 - Q1
|
US Made & Sold
|
266,405
|
323,153
|
300,501
|
326,840
|
360,911
|
378,451
|
US Made & ex-US Sold
|
348,808
|
436,812
|
398,389
|
418,536
|
443,773
|
509,307
|
ex-US Made & Sold
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
615,212
|
759,965
|
698,890
|
745,376
|
804,684
|
887,757
|
US Made & Sold
|
43%
|
43%
|
43%
|
44%
|
45%
|
43%
|
US Made & ex-US Sold
|
57%
|
57%
|
57%
|
56%
|
55%
|
57%
|
ex-US Made & Sold
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
Xolair Sales
|
2009 - Q4
|
2010 - Q1
|
2010 - Q2
|
2010 - Q3
|
2010 - Q4
|
2011 - Q1
|
US Made & Sold
|
150,950
|
157,503
|
145,245
|
165,109
|
170,001
|
164,621
|
US Made & ex-US Sold
|
10
|
-
|
-
|
-
|
-
|
-
|
ex-US Made & Sold
|
68,733
|
83,401
|
80,632
|
85,945
|
93,388
|
103,133
|
Total
|
219,693
|
240,904
|
225,878
|
251,055
|
263,389
|
267,754
|
US Made & Sold
|
69%
|
65%
|
64%
|
66%
|
65%
|
61%
|
US Made & ex-US Sold
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
ex-US Made & Sold
|
31%
|
35%
|
36%
|
34%
|
35%
|
39%
|
Total Sales
|
2009 - Q4
|
2010 - Q1
|
2010 - Q2
|
2010 - Q3
|
2010 - Q4
|
2011 - Q1
|
US Made & Sold
|
1,599,208
|
1,670,992
|
1,666,840
|
1,722,965
|
1,747,662
|
1,661,465
|
US Made & ex-US Sold
|
1,675,718
|
1,512,620
|
1,081,147
|
1,063,551
|
1,284,652
|
1,513,340
|
ex-US Made & Sold
|
352,659
|
741,083
|
1,137,407
|
1,105,556
|
1,091,287
|
969,735
|
Total
|
3,627,585
|
3,924,694
|
3,885,394
|
3,892,072
|
4,123,601
|
4,144,540
|
US Made & Sold
|
44%
|
43%
|
43%
|
44%
|
42%
|
40%
|
US Made & ex-US Sold
|
46%
|
39%
|
28%
|
27%
|
31%
|
37%
|
ex-US Made & Sold
|
10%
|
19%
|
29%
|
28%
|
26%
|
23%
|
* As reported to PDL by its licensees
|