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): September 7, 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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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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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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Item 7.01 Regulation FD Disclosure.
Press Release
On September 8, 2011, PDL BioPharma, Inc. (the Company) issued a press release with revenue guidance for the quarter ending September 30, 2011. The Company notes that the royalty payment it received from Genentech was complete and without a reservation of rights. A copy of the press release is attached hereto as Exhibit 99.1.
Detailed Product Sales, Royalties and Manufacturing
On September 8, 2011, the Company distributed to analysts covering the Company’s securities and posted to its website a summary of certain information underlying the Company’s receipt of royalty payments (the Information Sheet) to assist those analysts and its stockholders in valuing the Company’s securities. The Information Sheet is based on information provided to the Company by its licensees and includes reported net sales revenues by licensed product, royalty revenue by licensed product and where certain licensed products are manufactured and sold. A copy of the Information Sheet is attached hereto as Exhibit 99.2.
Limitation of Incorporation by Reference
In accordance with General Instruction B.2. of Current Report on Form 8-K, the information in Item 7.01 of this report, including Exhibits 99.1 and 99.2, is furnished 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. Such information will not be deemed an admission as to the materiality of any such information that is required to be disclosed solely by Regulation FD.
Item 8.01 Other Events.
On September 7, 2011, the Company issued a press release specifying the adjustment of the conversion rates of its outstanding convertible notes related to the Company’s upcoming September 15, 2011, dividend payment. The press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Cautionary Statements
This filing, the press release, the Information Sheet and the Company’s statements herein and in the attached press release regarding its intentions with respect to the quarterly dividend payment include and constitute “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 and limit the Company’s ability to pay dividends
are disclosed in the “Risk Factors” contained in the Company’s 2010 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2011, and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission thereafter. 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.
(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 September 8, 2011
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99.2
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Information Sheet
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99.3
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Press Release, dated September 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/ Christine R. Larson
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Christine R. Larson
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Vice President and Chief Financial Officer
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Dated: September 8, 2011
EXHIBIT INDEX
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Exhibit No.
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Description
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Press Release, dated September 8, 2011
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Information Sheet
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Press Release, dated September 7, 2011
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Exhibit 99.1
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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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PDL BioPharma Provides ThirdQuarter 2011 Revenue Guidance of $83Million
INCLINE VILLAGE, NV, September 8, 2011 – PDL BioPharma, Inc. (PDL) (NASDAQ: PDLI) today announced revenue guidance for the third quarter ending September 30, 2011, of approximately $83 million, as compared with actual results of $86 million for the third quarter of 2010, a three percent decrease. On a year-to-date basis, total anticipated revenue for the nine months ended September 30, 2011, is $288 million as compared with actual results of $269 million for the nine months ended September 30, 2010, a seven percent increase.
The forecasted third quarter 2011revenue decline is primarily driven by reduced royalties from second quarter 2011sales of Avastin® partially offset by increased royalties from second quarter 2011sales of Herceptin®, Lucentis® and Tysabri®. Also contributing to the decline is a lower average royalty rate on sales of Avastin, Herceptin, Lucentis and
Xolair® (the Genentech Products) that are either made or sold in the United States due to higher year-to-date sales in 2011. Sales of the Genentech Products are subject to a tiered royalty rate for product that is made or sold in the United States and a flat royalty rate of three percent for product that is manufactured and sold outside of the United States. The net sales thresholds and the applicable royalty rates for product that is made or sold in the United States are outlined below:
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Royalty Rate
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Net sales up to $1.5 billion
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3.0%
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Net sales between $1.5 billion and $2.5 billion
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2.5%
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Net sales between $2.5 billion and $4.0 billion
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2.0%
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Net sales exceeding $4.0 billion
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1.0%
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The revenue guidance for the third quarter is net of the estimated payment due under our February 2011 settlement agreement with Novartis, which is based on a portion of the royalties that the Company receives for Lucentis sales made by Novartis outside of the United States. The third quarter 2011 royalty payment received from Genentech included royalties generated on all worldwide sales.
Reported worldwide sales for Herceptin increased 26 percent in the second quarter of 2011 when compared to the same period in 2010. Roche recently reported that sales growth is being driven by increased penetration in emerging markets, increased HER2 testing and continued uptake in HER2-postive gastric cancer. Ex-U.S. manufactured and sold Herceptin sales declined to 43 percent of total Herceptin sales in the second quarter of 2011 from 45 percent in the second quarter of 2010.
Reported worldwide sales for Lucentis increased 41percent in the second quarter of 2011 when compared to the same period in 2010. Lucentis is approved for the treatment of age-related macular degeneration in the United States and Europe. Lucentis received approval for the treatment of macular edema following retinal vein occlusion (RVO) in June 2010 in the United States and in June 2011 in Europe. Genentech and Novartis recently reported that sales growth is being driven by continued growth in the treatment of RVO in the United States and increased uptake in all indications in Europe. All sales of Lucentis were from inventory produced in the United States.
Reported worldwide sales for Tysabri increased 32 percent in the second quarter of 2011 when compared to the same period in 2010. Biogen Idec recently announced that, at the end of June 2011, approximately 61,500 patients were on therapy worldwide, representing a 17 percent increase over the approximately 52,700 patients who were on therapy at the end of June 2010 and that cumulatively 88,100 patients have been treated with Tysabri in the post-marketing setting. Tysabri royalties are determined at a flat rate as a percent of sales regardless of location of manufacture or sale.
Reported worldwide sales of Avastin decreased one percent in the first quarter of 2011 when compared to the same period in 2010. Roche recently reported that sales in the United States declined 15 percent, negatively impacted by reimbursement uncertainty regarding the metastatic breast cancer indication. In Europe, sales were down 10 percent due to austerity measures and some decline in the metastatic breast cancer indication. Roche reported 12 percent growth in the rest of the world. Also contributing to the decrease in royalty revenue, ex-U.S. manufactured and sold Avastin sales declined to 19 percent of total Avastin sales in the second quarter of 2011 from 27 percent in the second quarter of 2010.
The sales information presented above is based on information provided by PDL’s licensees in their quarterly reports to the Company as well as from public disclosures made by PDL’s licensees.
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. Factors that may cause differences between current expectations and actual results include, but are not limited to, the following:
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·
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The expected rate of growth in royalty-bearing product sales by PDL’s existing licensees;
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·
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The relative mix of royalty-bearing Genentech products manufactured and sold outside the U.S. versus made or sold in the U.S.;
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·
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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;
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·
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Changes in any of the other assumptions on which PDL’s projected royalty revenues are based;
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·
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The outcome of pending litigation or disputes;
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·
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The change in foreign currency exchange rates; and
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·
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The failure of licensees to comply with existing license agreements, including any failure to pay royalties due.
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Other factors that may cause PDL's actual results to differ materially from those expressed or implied in the forward-looking statements in this press release 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 press release are qualified in their entirety by this cautionary statement.
Royalty Revenue by Product ($ in 000's) *
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Avastin
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Q1
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Q2
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Q3
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Q4
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Total
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2011
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22,283
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41,967
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23,870
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-
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88,120
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2010
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16,870
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44,765
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29,989
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24,922
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116,547
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2009
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13,605
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35,161
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21,060
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15,141
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84,966
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2008
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9,957
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30,480
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19,574
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12,394
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72,405
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2007
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8,990
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21,842
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17,478
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9,549
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57,859
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2006
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10,438
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15,572
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15,405
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12,536
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53,952
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Herceptin
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Q1
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Q2
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Q3
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Q4
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Total
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2011
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25,089
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42,209
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31,933
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-
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99,231
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2010
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23,402
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38,555
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27,952
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25,441
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115,350
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2009
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16,003
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32,331
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26,830
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18,615
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93,779
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2008
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14,092
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34,383
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28,122
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20,282
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96,880
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2007
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19,035
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28,188
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22,582
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14,802
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84,608
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2006
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15,142
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19,716
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21,557
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20,354
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76,769
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Lucentis
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Q1
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Q2
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Q3
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Q4
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Total
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2011
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8,878
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24,313
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12,157
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-
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45,348
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2010
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7,220
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19,091
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10,841
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8,047
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45,198
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2009
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4,621
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12,863
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8,123
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6,152
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31,759
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2008
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3,636
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11,060
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7,631
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4,549
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26,876
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2007
|
2,931
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6,543
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6,579
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3,517
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19,570
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2006
|
-
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-
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289
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3,335
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3,624
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Xolair
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Q1
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Q2
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Q3
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Q4
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Total
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2011
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4,590
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7,621
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5,916
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-
|
18,126
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2010
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3,723
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6,386
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4,980
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4,652
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19,741
|
|
2009
|
2,665
|
5,082
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4,085
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3,722
|
15,553
|
|
2008
|
1,488
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4,866
|
3,569
|
2,927
|
12,850
|
|
2007
|
1,684
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3,942
|
3,332
|
2,184
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11,142
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2006
|
2,263
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2,969
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3,041
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2,495
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10,768
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Tysabri
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Q1
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Q2
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Q3
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Q4
|
Total
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|
2011
|
9,891
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10,796
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11,588
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-
|
32,275
|
|
2010
|
8,791
|
8,788
|
8,735
|
9,440
|
35,754
|
|
2009
|
6,656
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7,050
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7,642
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8,564
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29,912
|
|
2008
|
3,883
|
5,042
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5,949
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6,992
|
21,866
|
|
2007
|
839
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1,611
|
2,084
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2,836
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7,370
|
|
2006
|
-
|
-
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-
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237
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237
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Actemra
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Q1
|
Q2
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Q3
|
Q4
|
Total
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|
2011
|
913
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1,136
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1,401
|
-
|
3,450
|
|
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
|
|
2006
|
-
|
-
|
-
|
-
|
-
|
* As reported to PDL by its licensees
Reported Net Sales Revenue by Product ($ in 000's) *
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Avastin
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Q1
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Q2
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Q3
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Q4
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Total
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2011
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1,597,461
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1,582,705
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1,581,095
|
-
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4,761,261
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2010
|
1,506,788
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1,596,892
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1,594,707
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1,646,218
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6,344,605
|
|
2009
|
1,345,487
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1,295,536
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1,439,730
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1,514,053
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5,594,806
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|
2008
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980,715
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1,084,930
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1,180,427
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1,239,382
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4,485,454
|
|
2007
|
678,068
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746,587
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797,013
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875,084
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3,096,752
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2006
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439,318
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516,052
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570,551
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592,897
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2,118,817
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Herceptin
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Q1
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Q2
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Q3
|
Q4
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Total
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2011
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1,391,568
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1,559,975
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1,642,898
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-
|
4,594,441
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2010
|
1,270,846
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1,349,512
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1,300,934
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1,409,310
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5,330,602
|
|
2009
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1,210,268
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1,133,993
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1,226,435
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1,278,626
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4,849,323
|
|
2008
|
1,105,426
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1,195,215
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1,211,982
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1,186,806
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4,699,428
|
|
2007
|
891,761
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949,556
|
979,602
|
1,015,033
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3,835,952
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2006
|
529,585
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659,719
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761,099
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803,576
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2,753,979
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|
Lucentis
|
Q1
|
Q2
|
Q3
|
Q4
|
Total
|
|
2011
|
887,757
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943,418
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1,052,809
|
-
|
2,883,984
|
|
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
|
|
2011
|
267,754
|
277,642
|
310,874
|
-
|
856,270
|
|
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
|
|
Tysabri
|
Q1
|
Q2
|
Q3
|
Q4
|
Total
|
|
2011
|
329,696
|
356,876
|
388,758
|
-
|
1,075,330
|
|
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
|
|
2011
|
30,433
|
35,370
|
46,709
|
-
|
112,512
|
|
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
|
|
2006
|
-
|
-
|
-
|
-
|
-
|
* As reported to PDL by its licensees
Manufacturing Location & Sales - Genentech / Roche & Novartis ($ in 000's) *
|
Avastin Sales
|
2010 - Q2
|
2010 - Q3
|
2010 - Q4
|
2011 - Q1
|
2011 - Q2
|
2011 - Q3
|
|
US Made & Sold
|
814,872
|
820,453
|
800,139
|
708,539
|
719,967
|
688,966
|
|
US Made & ex-US Sold
|
355,742
|
338,929
|
415,576
|
580,981
|
548,710
|
587,975
|
|
ex-US Made & Sold
|
426,277
|
435,325
|
430,503
|
307,941
|
314,028
|
304,155
|
|
Total
|
1,596,892
|
1,594,707
|
1,646,218
|
1,597,461
|
1,582,705
|
1,581,095
|
|
US Made & Sold
|
51%
|
51%
|
49%
|
44%
|
45%
|
44%
|
|
US Made & ex-US Sold
|
22%
|
21%
|
25%
|
36%
|
35%
|
37%
|
|
ex-US Made & Sold
|
27%
|
27%
|
26%
|
19%
|
20%
|
19%
|
|
Herceptin Sales
|
2010 - Q2
|
2010 - Q3
|
2010 - Q4
|
2011 - Q1
|
2011 - Q2
|
2011 - Q3
|
|
US Made & Sold
|
406,222
|
410,563
|
416,611
|
409,854
|
442,903
|
445,395
|
|
US Made & ex-US Sold
|
312,792
|
306,085
|
425,303
|
423,053
|
642,670
|
495,086
|
|
ex-US Made & Sold
|
630,498
|
584,286
|
567,396
|
558,661
|
474,402
|
702,416
|
|
Total
|
1,349,512
|
1,300,934
|
1,409,310
|
1,391,568
|
1,559,975
|
1,642,898
|
|
US Made & Sold
|
30%
|
32%
|
30%
|
29%
|
28%
|
27%
|
|
US Made & ex-US Sold
|
23%
|
24%
|
30%
|
30%
|
41%
|
30%
|
|
ex-US Made & Sold
|
47%
|
45%
|
40%
|
40%
|
30%
|
43%
|
|
Lucentis Sales
|
2010 - Q2
|
2010 - Q3
|
2010 - Q4
|
2011 - Q1
|
2011 - Q2
|
2011 - Q3
|
|
US Made & Sold
|
300,501
|
326,840
|
360,911
|
378,451
|
409,674
|
422,335
|
|
US Made & ex-US Sold
|
398,389
|
418,536
|
443,773
|
509,307
|
533,745
|
630,474
|
|
ex-US Made & Sold
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Total
|
698,890
|
745,376
|
804,684
|
887,757
|
943,418
|
1,052,809
|
|
US Made & Sold
|
43%
|
44%
|
45%
|
43%
|
43%
|
40%
|
|
US Made & ex-US Sold
|
57%
|
56%
|
55%
|
57%
|
57%
|
60%
|
|
ex-US Made & Sold
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
|
Xolair Sales
|
2010 - Q2
|
2010 - Q3
|
2010 - Q4
|
2011 - Q1
|
2011 - Q2
|
2011 - Q3
|
|
US Made & Sold
|
145,245
|
165,109
|
170,001
|
164,621
|
167,608
|
184,837
|
|
US Made & ex-US Sold
|
-
|
-
|
-
|
-
|
-
|
-
|
|
ex-US Made & Sold
|
80,632
|
85,945
|
93,388
|
103,133
|
110,034
|
126,037
|
|
Total
|
225,878
|
251,055
|
263,389
|
267,754
|
277,642
|
310,874
|
|
US Made & Sold
|
64%
|
66%
|
65%
|
61%
|
60%
|
59%
|
|
US Made & ex-US Sold
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
|
ex-US Made & Sold
|
36%
|
34%
|
35%
|
39%
|
40%
|
41%
|
|
Total Sales
|
2010 - Q2
|
2010 - Q3
|
2010 - Q4
|
2011 - Q1
|
2011 - Q2
|
2011 - Q3
|
|
US Made & Sold
|
1,666,840
|
1,722,965
|
1,747,662
|
1,661,465
|
1,740,152
|
1,741,534
|
|
US Made & ex-US Sold
|
1,081,147
|
1,063,551
|
1,284,652
|
1,513,340
|
1,725,125
|
1,713,535
|
|
ex-US Made & Sold
|
1,137,407
|
1,105,556
|
1,091,287
|
969,735
|
898,464
|
1,132,608
|
|
Total
|
3,885,394
|
3,892,072
|
4,123,601
|
4,144,540
|
4,363,741
|
4,587,677
|
|
US Made & Sold
|
43%
|
44%
|
42%
|
40%
|
40%
|
38%
|
|
US Made & ex-US Sold
|
28%
|
27%
|
31%
|
37%
|
40%
|
37%
|
|
ex-US Made & Sold
|
29%
|
28%
|
26%
|
23%
|
21%
|
25%
|
* As reported to PDL by its licensees
Exhibit 99.3
|
Contacts:
|
|
|
Cris Larson
|
Jennifer Williams
|
|
PDL BioPharma, Inc.
|
Cook Williams Communications, Inc.
|
|
775-832-8505
|
360-668-3701
|
|
cris.larson@pdl.com
|
jennifer@cwcomm.org
|
PDL BioPharma Announces Conversion Rate Adjustments for Its Convertible Notes
INCLINE VILLAGE, NV, September 7, 2011 -- PDL BioPharma, Inc. (PDL) (NASDAQ: PDLI) today announced adjustments to the conversion rates for:
|
|
·
|
The 2.875% Convertible Senior Notes due February 15, 2015 (the February 2015 Notes), effective September 9, 2011; and
|
|
|
·
|
The 3.75% Convertible Senior Notes due May 1, 2015 (the May 2015 Notes), effective September 6, 2011,
|
in connection with the regular dividend of $0.15 to be paid on September 15, 2011, to all stockholders who own shares of PDL on September 8, 2011, the record date.
The conversion rate for the February 2015 Notes, as adjusted, is 151.713 shares of common stock per $1,000 principal amount or approximately $6.59 per share. The conversion rate for the February 2015 Notes was previously 147.887 shares of common stock per $1,000 principal amount of the February 2015 Notes. In connection with a cash dividend, the conversion rate is increased by multiplying the previous conversion rate by a fraction, the numerator of which is the average closing price of PDL's common stock for the five consecutive trading days immediately preceding the ex-dividend date of September 6, 2011, for the cash dividend, and the
denominator of which is the difference of such average closing price less the dividend amount.
The conversion rate for the May 2015 Notes, as adjusted, is 132.6682 shares of common stock per $1,000 principal amount or approximately $7.54 per share. The conversion rate for the May 2015 Notes was previously 129.2740 shares of common stock per $1,000 principal amount of the May 2015 Notes. In connection with a cash dividend, the conversion rate is increased by multiplying the previous conversion rate by a fraction, the numerator of which is the average closing price of PDL's common stock for the ten consecutive trading days immediately preceding the ex-dividend date of September 6, 2011, for the cash dividend, and the denominator of
which is the difference of such average closing price less the dividend amount.
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 today and also may receive royalty payments on additional humanized antibody products launched before patent expiry 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
The foregoing statements regarding PDL's intentions with respect to the cash dividend payment described above are forward-looking statements under the Private Securities Litigation Reform Act of 1995 and actual results could vary materially from the statements made. PDL's ability to pay the dividend described above is subject to various risks, many of which are outside its control, including prevailing conditions in the capital markets, the continued strength of its royalty assets and other risks and uncertainties as detailed from time to time in the reports filed by PDL with the Securities and Exchange Commission.
###