-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W1JkFwaniWg+xCa4grM3Ck3u/ZM5/oWWyMuUpLXGz8x3slXka0ARkHorc6fFl4ri Qfg2Rli5dbImoIHQZnGxeg== 0001047469-05-015876.txt : 20050611 0001047469-05-015876.hdr.sgml : 20050611 20050526160909 ACCESSION NUMBER: 0001047469-05-015876 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTEIN DESIGN LABS INC/DE CENTRAL INDEX KEY: 0000882104 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943023969 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122760 FILM NUMBER: 05860322 BUSINESS ADDRESS: STREET 1: 34801 CAMPUS DR CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 5105741400 MAIL ADDRESS: STREET 1: 34801 CAMPUS DR CITY: FREMONT STATE: CA ZIP: 94555 424B3 1 a2158856z424b3.htm 424(B)(3)

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-122760

PROSPECTUS SUPPLEMENT NO. 2
DATED MAY 26, 2005
TO
PROSPECTUS DATED APRIL 1, 2005,
AS SUPPLEMENTED ON MAY 17, 2005

PROTEIN DESIGN LABS, INC.

9,853,770 Shares of Common Stock

This prospectus supplements the prospectus dated April 1, 2005 (the "Prospectus"), as supplemented on May 17, 2005 (the "Supplement No. 1") of Protein Design Labs, Inc. (the "Company" or "PDL") relating to the public offering, which is not being underwritten, of shares of the common stock of PDL. This prospectus supplement (the "Supplement No. 2") should be read in conjunction with the Prospectus and Supplement No. 1, and this Supplement No. 2 is qualified by reference to the Prospectus and Supplement No. 1, except to the extent that the information provided by this Supplement No. 2 supersedes the information contained in the Prospectus and Supplement No. 1.

SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THE PROSPECTUS TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN THE SHARES OF PDL.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this Supplement. Any representation to this contrary is a criminal offense.

The table on page 35 of the Prospectus and beginning on page 1 of Supplement No. 1 setting forth information concerning the selling stockholders is updated by the addition of the following information:

Name of Selling Stockholder		Number of Shares Beneficially owned Prior to the Offering		Maximum Number of Shares That May be Sold		Shares Beneficially Owned After the Offering
Surfboard & Co.¹		0		54,654		0

¹: Incorrectly listed as California Emerging Ventures II, LLC in Supplement No. 1.

Information concerning the selling stockholders may change from time to time. Any such changed information will be set forth in additional supplements to the Prospectus if and when necessary.

The date of this Supplement is May 26, 2005.

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