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): January 12,
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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|
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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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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.
Update
on MedImmune Litigation
On
January 12, 2011, the United States District Court for the Northern District of
California (the “Court”) set the trial date in the litigation between MedImmune,
LLC (“MedImmune”) and PDL BioPharma, Inc. (“PDL”) as March 7, 2011, with jury
selection to take place on March 4, 2011. The Court also set a pretrial
conference for February 4, 2011. The pretrial conference will consider various
issues in preparation of trial, including evidentiary motions brought by the
parties, proposed jury instructions and the parties’ witness and exhibit
lists.
In light
of recent decisions on summary judgment in PDL’s litigation with
MedImmune, the trial will exclude certain claims by PDL and will primarily
relate to claims by MedImmune regarding an alleged breach of certain most
favored licensee obligations of PDL in its license agreement with MedImmune (the
“License”). Specifically, MedImmune has alleged that PDL breached the License by
granting to other licensees a royalty rate less than that granted to MedImmune.
In the event that MedImmune prevails at trial on its most favored licensee
claim, PDL expects that MedImmune will request the court to order a recoupment
of a portion of its past royalty payments to PDL. Because there are various
aspects to MedImmune’s most favored licensee claim, the amount of recoupment
that MedImmune may seek in such event will depend on specific determinations
made at trial. The amount of recoupment sought ranges as high as approximately
$140 million.
In
addition, MedImmune has alleged that PDL engaged in fraud with respect to the
negotiation and signing of the License in 1997. If MedImmune were successful on
that fraud claim, MedImmune may argue that it is entitled to recoup all of the
more than $280 million in royalties paid to the Company under the License with
respect to sales of Synagis® from
1998 through the end of 2009.
MedImmune
may also claim interest on the amounts due and costs and attorney’s fees
associated with the litigation of certain issues.
PDL
anticipates that it will appeal certain aspects of the Court’s summary judgment
decisions issued on January 7, 2011, with which PDL disagrees, after a decision
is reached at trail.
Cautionary
Statements
This
filing includes “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 2009 Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 1, 2010, 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.
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/ Christopher Stone
Christopher
Stone
Vice
President, General Counsel and Secretary
Dated: January
14, 2011