-----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, QRJP5MvwZdl0V5jbJjF+LxcW3pIuWQpQCQBIVhI9WYXU5r5Y+bQvshvPl/Zq9MA5 AH4PB3Dp6w9K4qnkGir/vQ== 0001104659-08-059810.txt : 20080922 0001104659-08-059810.hdr.sgml : 20080922 20080922163735 ACCESSION NUMBER: 0001104659-08-059810 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080915 ITEM INFORMATION: Other Events FILED AS OF DATE: 20080922 DATE AS OF CHANGE: 20080922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PDL BIOPHARMA, INC. 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19756 FILM NUMBER: 081082657 BUSINESS ADDRESS: STREET 1: 1400 SEAPORT BLVD. CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-454-1000 MAIL ADDRESS: STREET 1: 1400 SEAPORT BLVD. CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: PROTEIN DESIGN LABS INC/DE DATE OF NAME CHANGE: 19930328 8-K 1 a08-24017_18k.htm 8-K

 

 

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 15, 2008

 

PDL BioPharma, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-19756

 

94-3023969

(State or other jurisdiction of
incorporation)

 

(Commission File No.)

 

(I.R.S. Employer Identification
No.)

 

1400 Seaport Boulevard

Redwood City, California 94063

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:

(650) 454-1000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 8.01.

Other Events.

 

PDL BioPharma, Inc. (the “Company” or “we”) disclosed in our quarterly report on Form 10-Q for the period ended June 30, 2008 (the “10-Q”) that we expected to receive royalty revenues from UCB S.A. (“UCB”) on sales of UCB’s Cimzia® (certolizumab pegol) product beginning in the third quarter of 2008.  We believe that these royalty revenues are due under the Patent License Agreement, effective October 19, 2001 (the “Celltech License Agreement”), we entered into with Celltech Therapeutics Limited (“Celltech”), which was acquired by UCB.  Under the Celltech License Agreement, we licensed to Celltech certain rights under our Queen et al patents, including U.S. Patent Nos. 5,585,089, 5,693,761, 5,693,762 and 6,180,370.  On September 15, 2008, UCB informed us that it has taken the position that its Cimzia product does not infringe the Queen et al patents and therefore does not intend to pay to us royalties under the Celltech License Agreement on sales of the Cimzia product.

 

Separately, on August 22, 2008, MedImmune, LLC (formerly known as MedImmune, Inc.) (“MedImmune”) sent to us a notice, purportedly under the Patent License Agreement, effective July 17, 1997, between the Company and MedImmune (the “MedImmune License Agreement”), that MedImmune was exercising its asserted rights under the MedImmune License Agreement to have a non-binding written determination made by non-conflicted legal counsel as to whether MedImmune’s Synagis® (palivizumab) product or motavizumab development product infringes claims under the Queen et al patents, including U.S. Patent Nos. 5,585,089, 5,693,761, 5,693,762 and 6,180,370.  We will mutually select with MedImmune the non-conflicted legal counsel who would make this non-binding determination (the “Opinion Giver”).  We expect that the Opinion Giver would deliver to the Company and MedImmune his or her determination by the end of 2008.  MedImmune has been paying us royalties under the MedImmune License Agreement with respect to sales of the Synagis (palivizumab) product on a quarterly basis since the third quarter of 1998.  We last received a royalty payment from MedImmune with respect to sales of the Synagis (palivizumab) product in August 2008.

 

We intend to continue to defend and enforce our rights under the Queen et al patents and to enforce our rights under the MedImmune License Agreement and Celltech License Agreement.

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:     September 22, 2008

 

 

 

 

PDL BioPharma, Inc.

 

 

 

By:

/s/ Francis Sarena

 

 

Francis Sarena

 

 

Vice President, General Counsel and Secretary

 

3

 -----END PRIVACY-ENHANCED MESSAGE-----