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): November 4, 2009

PDL BioPharma, Inc.

(Exact name of Company as specified in its charter)

000-19756

(Commission File Number)

Delaware	94-3023969
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

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:

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

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

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

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

Item 7.01. Regulation FD Disclosure.

On November 4, 2009, the Company made a presentation at the Oppenheimer Healthcare Conference in New York City (the “Oppenheimer Conference”). A copy of the Company’s presentation materials has been posted on the Company’s website and is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Oppenheimer Conference presentation given on November 4, 2009.

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/    JOHN P. MCLAUGHLIN
	John P. McLaughlin
	President and Chief Executive Officer

Dated: November 17, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Oppenheimer Conference presentation given on November 4, 2009.

EX-99.1

Oppenheimer

20

th

Annual Healthcare Conference

November 4, 2009

Exhibit 99.1

2

Forward Looking Statements

This

presentation

contains

forward-looking

statements,

including

PDL's

expectations

with

respect

to

its

2009

royalty revenues, expenses, net income, and cash provided by operating activities.

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:

The

expected

rate

of

growth

in

royalty-bearing

product

sales

by

PDL's

existing

licensees;

The

relative

mix

of

royalty-bearing

products

manufactured

and

sold

outside

the

U.S.

versus

manufactured

or

sold in the U.S.;

The

ability

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; and

The

failure

of

licensees

to

comply

with

existing

license

agreements,

including

any

failure

to

pay

royalties

due.

Other

factors

that

may

cause

PDL's

actual

results

to

differ

materially

from

those

expressed

or

implied

in

the

forward-looking

statements

in

this

presentation

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

presentation

are

qualified in their entirety by this cautionary statement.

3

Agenda

Overview of PDL BioPharma

2009 Guidance & Outlook

Optimizing Stockholder Return

4

PDL -

Company Background

PDL pioneered the

humanization of monoclonal antibodies

which enabled the discovery of a new generation of targeted

treatments for cancer and immunologic diseases

PDL’s primary assets are its antibody humanization patents

and royalty assets which consist of its Queen et al. patents

and license agreements

Licensees consist of large biotechnology and pharmaceutical

companies including Roche/Genentech, Elan/BiogenIDEC,

Wyeth, and Chugai

PDL Mission

Manage patent portfolio

Manage license agreements

Optimize return for shareholders

5

Optimizing Return

Reduce expenses

Reduced staff to less than 10 persons

Relocated to Nevada to eliminate state taxes

Increase revenue

Audit existing licensees

Seek additional licenses

Reviewed monetization alternatives

Sale of some or all of royalties to royalty buyer

Royalty buy out/buy down by one or more of licensees

Securitization or high yield debt -

$300 million securitization transaction

closed Monday, November 2

Tax structure

No structure could be identified to improve tax efficiencies for

federal

tax purposes

6

PDL -

Select Licensed Products

7

Licensee

Product

Status

Indications

Roche

(Genentech)

Avastin

Approved

Phase 3

Colorectal Cancer

NSCLC

Metastatic Breast

Cancer

Gliobastoma

Metastatic Renal Cell Carcinoma

Ovarian cancer

Prostate

cancer

Adjuvant settings

Herceptin

Approved

Metastatic

Breast HER2+ Cancer

Lucentis

Approved

Phase 3

AMD

RVO

DME

Xolair

Approved

Phase 3

Moderate

-Severe

Asthma

Pediatric Asthma

MedImmune

Synagis

Approved

Respiratory Syncytial Virus

Elan/BIIB

Tysabri

Approved

Multiple

Sclerosis

Roche/Chugai

Actemra

Approved (EU& Japan)

Rheumatoid

Arthritis

Wyeth

Mylotarg

Approved

Acute Myeloid

Leukemia

Pfizer/J&J

Bapineuzumab

Phase 3

Alzheimer’s Disease

Lilly

Solanezumab

Phase 3

Alzheimer’s Disease

PDL -

Select Licensed Products

8

Licensee

Product

Status

Indications

Roche

(Genentech)

Avastin

Approved

Phase 3

Colorectal Cancer

NSCLC

Metastatic Breast

Cancer

Gliobastoma

Metastatic Renal Cell Carcinoma

Ovarian cancer

Prostate

cancer

Adjuvant settings

Herceptin

Approved

Metastatic

Breast HER2+ Cancer

Lucentis

Approved

Phase 3

AMD

RVO

DME

Xolair

Approved

Phase 3

Moderate

-Severe

Asthma

Pediatric Asthma

MedImmune

Synagis

Approved

Respiratory Syncytial

Virus

Elan/BIIB

Tysabri

Approved

Multiple

Sclerosis

Roche/Chugai

Actemra

Approved (EU& Japan)

Rheumatoid

Arthritis

Wyeth

Mylotarg

Approved

Acute Myeloid

Leukemia

Pfizer/J&J

Bapineuzumab

Phase 3

Alzheimer’s Disease

Lilly

Solanezumab

Phase 3

Alzheimer’s Disease

Roche filed a supplemental application for approval for the treatment of gastric

cancer in EU

Licensee

Product

Status

Indications

Roche

(Genentech)

Avastin

Approved

Phase 3

Colorectal Cancer

NSCLC

Metastatic

Breast

Cancer

Gliobastoma

Metastatic Renal Cell Carcinoma

Ovarian cancer

Prostate

cancer

Adjuvant settings

Herceptin

Approved

Metastatic

Breast HER2+ Cancer

Lucentis

Approved

Phase 3

AMD

RVO

DME

Xolair

Approved

Phase

3

Moderate

-Severe

Asthma

Pediatric Asthma

MedImmune

Synagis

Approved

Respiratory Syncytial

Virus

Elan

Tysabri

Approved

Multiple

Sclerosis

Roche/Chugai

Actemra

Approved (EU& Japan)

Rheumatoid

Arthritis

Wyeth

Mylotarg

Approved

Acute Myeloid

Leukemia

Wyeth/J&J

Bapineuzumab

Phase 3

Alzheimer’s Disease

Lilly`

Solanezumab

Phase 3

Alzheimer’s Disease

PDL -

Select Licensed Products

9

A supplemental application for approval for the treatment of pediatric asthma has

been scheduled before FDA Advisory Committee on Pulmonary-Allergy Drugs

Advisory Committee on November 18

The FDA began a safety review of Xolair

after preliminary data from a long term

safety

study

being

conducted

by

Genentech

showed

an

increased

risk

of

heart

attack,

abnormal

heart

rhythm,

heart

failure

and

stroke

in

treated

patients

-

final

results from the study are due in 2012

PDL -

Select Licensed Products

10

Licensee

Product

Status

Indications

Roche

(Genentech)

Avastin

Approved

Phase 3

Colorectal Cancer

NSCLC

Metastatic Breast

Cancer

Gliobastoma

Metastatic Renal Cell Carcinoma

Ovarian cancer

Prostate

cancer

Adjuvant settings

Herceptin

Approved

Metastatic

Breast HER2+ Cancer

Lucentis

Approved

Phase 3

AMD

RVO

DME

Xolair

Approved

Phase 3

Moderate

-Severe

Asthma

Pediatric Asthma

MedImmune

Synagis

Approved

Respiratory Syncytial

Virus

Elan/BIIB

Tysabri

Approved

Multiple

Sclerosis

Roche/Chugai

Actemra

Approved (EU& Japan)

Rheumatoid

Arthritis

Wyeth

Mylotarg

Approved

Acute Myeloid

Leukemia

Pfizer/J&J

Bapineuzumab

Phase 3

Alzheimer’s Disease

Lilly

Solanezumab

Phase 3

Alzheimer’s Disease

Roche

forecasts

that

it

will

file

a

supplemental

application

for

approval

for

the

treatment of retinal vein occlusion in 2010 based on positive results from two Phase

trials in this patient population

PDL -

Select Licensed Products

11

Licensee

Product

Status

Indications

Roche

(Genentech)

Avastin

Approved

Phase 3

Colorectal Cancer

NSCLC

Metastatic BreastCancer

Gliobastoma

Metastatic Renal Cell Carcinoma

Ovarian cancer

Prostatecancer

Adjuvant settings

Herceptin

Approved

MetastaticBreast HER2+ Cancer

Lucentis

Approved

Phase 3

AMD

RVO

DME

Xolair

Approved

Phase 3

Moderate-SevereAsthma

Pediatric Asthma

MedImmune

Synagis

Approved

Respiratory Syncytial

Virus

Elan

Tysabri

Approved

MultipleSclerosis

Roche/Chugai

Actemra

Approved (EU& Japan)

RheumatoidArthritis

Wyeth

Mylotarg

Approved

Acute MyeloidLeukemia

Wyeth/J&J

Bapineuzumab

Phase 3

Alzheimer’s

Disease

Lilly

Solanezumab

Phase 3

Alzheimer’s Disease

Roche announced two-year results from a Phase III study, which showed that

people with rheumatoid arthritis who received either a 4 mg/kg or 8 mg/kg dose of

Actemra

in combination with methotrexate, had no progression of joint damage,

(75% and 83%, respectively, as assessed by radiograph) compared with people

who received methotrexate

alone (66%)

Roche filed a supplemental application for approval to expand RoActemra’s (EU

trade

name)

label

to

include

slowing

progression

of

joint

damage

and

improvement of physical function

Roche expects a response from FDA by January 2010 on its US application for

approval for the treatment of rheumatoid arthritis

PDL -

Select Licensed Products

12

Licensee

Product

Status

Indications

Roche

(Genentech)

Avastin

Approved

Phase 3

Colorectal Cancer

NSCLC

Metastatic Breast

Cancer

Gliobastoma

Metastatic Renal Cell Carcinoma

Ovarian cancer

Prostate

cancer

Adjuvant settings

Herceptin

Approved

Metastatic

Breast HER2+ Cancer

Lucentis

Approved

Phase 3

AMD

RVO

DME

Xolair

Approved

Phase 3

Moderate

-Severe

Asthma

Pediatric Asthma

MedImmune

Synagis

Approved

Respiratory Syncytial

Virus

Elan/BIIB

Tysabri

Approved

Multiple

Sclerosis

Roche/Chugai

Actemra

Approved (EU& Japan)

Rheumatoid

Arthritis

Wyeth

Mylotarg

Approved

Acute Myeloid

Leukemia

Pfizer/J&J

Bapineuzumab

Phase 3

Alzheimer’s Disease

Lilly

Solanezumab

Phase 3

Alzheimer’s Disease

EU

is

reviewing

the

risks

and

benefits

of

Tysabri

after

reports

of

24

cases

of

PML

Biogen

Idec has amended US label to state occurrence of PML in patients treated

24-36 months is similar to 1:1,000 seen in clinical trials.

As of September 2009, BIIB estimates that over 46,000 patients are currently on

therapy

13

PDL -

Royalty Revenue & Queen et al. Patents

PDL’s

revenues consist of royalties generated on sales of licensed products:

Sold before the expiration of the Queen et al. patents, or

Made prior to the expiration of the Queen et al. patents and sold anytime thereafter

14

14

PDL -

Legal & Queen et al. Patents

Genentech –

settlement in 2003 upheld validity and enforceability of patents

Multiple product license with tiered fee structure

Option for four additional antigens exercised in 2008

Alexion

–

settlement in December 2008 upheld validity and enforceability of patents

License

for

Soliris

in

exchange

for

$25

million

Option for additional licenses at 4% royalty

MedImmune

–

in December 2008, filed declaration of invalidity and non-infringement

MedImmune

has

paid

royalties

since

1998;

most

recently

in

August

2009

PDL

believes

that

its

exercise

of

its

rights

under

the

MedImmune

agreement precludes

MedImmune

from being entitled to a lower royalty rate

UCB Celltech

–

in September 2008, notified PDL that it does not intend to pay royalties

on sales of Cimzia

In February 2009, US Patent Office declared an interference proceeding between certain claims

of Queen et al. patents and pending claims of Adair et al.

UCB Celltech

is the assignee of the Adair et al. patent

15

15

PDL -

Convertible Notes

$250 million 2.75% convertible subordinated notes due August 2023

Bought back $50 million in open market purchases through 3Q09

Conversion rate is 131.0339 shares per $1,000 face amount ($7.63/share)

•

Will adjust in connection with December 2009 dividend

Holders

have

a

put

right

in

August

2010,

August

2013,

and

August

2018

Price as of October 30

th

was 113 vs. stock price of $8.40

$250 million 2.00% convertible senior notes due February 2012

Bought back $22 million in open market purchases through 3Q09

Conversion rate is 94.447 shares per $1,000 face amount ($10.59/share)

•

Will adjust in connection with December 2009 dividend

Price as of October 30 was 97 vs. stock price of $8.40

Corporate Governance

Management

John McLaughlin,

President & CEO

Christine Larson,

VP & CFO

Christopher Stone,

VP, General Counsel &

Secretary

Karen Wilson,

VP of Finance

Board of Directors

Fred Frank, Lead Director

Joseph Klein

Jody Lindell

John McLaughlin

Paul Sandman

Harold Selick

16

17

Agenda

Overview of PDL BioPharma

2009 Guidance & Outlook

Optimizing Stockholder Return

PDL -

2009 Revised Guidance

18

Revenue

guidance

is

revised

down

due

to

slower

growth

in

Avastin,

Herceptin

and

Tysabri,

as

well

as

less

ex-US

manufacturing

which

affects

PDL’s

effective

royalty

rate

Revised

revenue

guidance

includes

royalties

received

from

MedImmune

which

were

$42

million

($38

million

received

YTD)

not

included

in

previous

guidance

Approximately

50%

of

the

expense

forecast

due

to

legal

and

other

professional

fees

Cash

guidance

based

on

anticipated

use

of

$173

million

NOL

and

$20

million

tax

credit

PDL -

Roche/Genentech Royalties

19

Roche/Genentech manufacturing integration

Close one of the two CHO manufacturing facilities in Vacaville, CA

Avastin

E. coli manufacturing to transfer to Singapore in 2011/12

Lucentis

PDL could see improvement in mix of royalty rates in future years

Product made

in US

Net sales up to $1.5 billion

3.0%

Net sales between $1.5 billion and $2.5 billion

2.5%

Net sales between $2.5 billion and $4.0 billion

2.0%

Net sales over

$4.0 billion

1.0%

Product made and sold ex-US

All sales

3.0%

20

Agenda

Overview of PDL BioPharma

2009 Guidance & Outlook

Optimizing Stockholder Return

21

PDL -

Optimizing Stockholder Return

Intend to distribute royalty revenues, net of operating

expenses, debt service and income taxes

Declared dividend of $0.50 per share paid on April 1, 2009

Declared dividend of $0.50 per share paid on October 1, 2009

Continuously evaluating alternatives

Convertible note buyback –

gain is taxable but deferrable for 5

years under the American Recovery and Reinvestment Act of

2009

Share repurchases

Sale of all or a portion of royalty assets

Securitization

Priced $300 million securitization on October 27, 2009

Closed transaction on November 2, 2009

$300 Million Securitization Terms

Issuer…………………….....

QHP Royalty Sub LLC, Delaware limited liability company, 100% owned by & consolidated with PDL

Security……………………..

60%

of

the

Genentech

royalties

in

Avastin,

Herceptin,

Xolair,

Lucentis

and

future

licensed

products

Principal Amount…………

$300 million

Coupon ……………………..

10.25% per annum

Loan Type…………………..

Amortizing in relation to 60% of the Five  Year NPV of the Genentech royalties

Loan-to-Value………………

41.2%

Closing Date………………..

Monday, November 2

Payment Dates……………..

March 15, June 15, September 15, and December 15 beginning on March 15, 2010

Expected Average Life……

1.9 years based on sales, manufacturing and FX waterfall assumptions

Expected Final Maturity…..

December

15,

2012

(3.1

years)

based

on

sales,

manufacturing

and

FX

waterfall

assumptions

–

Upon

final

maturity,

PDL will own the pledged assets without restriction

Legal Maturity………………

March 15, 2015 (coincides with expected duration of royalty payments)

Non-Recourse……………...

The obligation to pay debt service is an obligation solely of QHP and is without recourse to any other entity, except to

the extent of the pledge of the equity in QHP by PDL

Redemption…………………

The

Notes

have

an

optional

redemption

feature

which

allows

QHP

to

redeem

the

Notes

at

any

time

with

payment

of

a

premium.

The

premium

is

calculated

by

the

following

formula:

the

greater

of

(x)

the

outstanding

principal

balance

of the Notes being redeemed and (y) the present value, discounted at the applicable Treasury Rate plus 2% of such

principal payment amounts and interest (assuming the principal balances are amortized at the times and in the

amounts

set

forth

in

Schedule

B

to

the

Indenture)

plus,

in

each

case,

the

accrued

and

unpaid

interest

to

the

redemption date on the Notes that are being redeemed.

22

60% of 5 Year NPV of Genentech Royalties

Avastin

Treatment

of

metastatic

colorectal

cancer,

advanced

non-small

cell

lung

cancer,

HER2-

breast

cancer, gliobastoma

and renal cell carcinoma

2008 worldwide revenues of $4.9Bn and royalties of $75.9MM

Herceptin

Approved for the treatment of HER2+ patients in breast cancer, adjuvant node positive and node

negative breast cancer

2008 worldwide revenues of $4.8Bn and royalties of $98.6MM

Lucentis

Treatment of (wet) advanced macular degeneration of the eye

2008 worldwide revenues of $1.8Bn and royalties of $27.8MM

Xolair

Treatment of moderate-to-severe persistent asthma

2008 worldwide revenues of $700MM and royalties of $13.9MM

Future Products

Other

humanized

antibodies

commercialized

by

Genentech

and

under

license

from PDL while the

securitization bond is outstanding

23

Schedule of Next Steps

Monday, November 2

Closed $300 million securitization

Wednesday, November 11

Board of Directors meeting to determine total amount of special dividend, record date

and dividend payment date

Thursday, November 12

Announcement of total amount of special dividend, record date and dividend

payment date

Record Date (likely early December)

Announcement of actual dividend to be paid on per share basis

Payment Date (in December 2009)

24

Why Securitization?

25

Multiple operating strategies were evaluated based on relative IRR & NPV of dividends to stockholders

Securitization increases shareholder return

Allows PDL to leverage time value of money for the benefit of shareholders by returning sizable sum to

shareholders now and using 60% of 5 year NPV of Genentech royalties to pay off the principal and interest on the

securitization bond in the future

Recourse is limited to 60% of Genentech royalties so maintains upside optionality on total portfolio to PDL & limits

some of downside risk

Transaction size allows PDL to continue to pay dividends in the future

Other monetization options proved to be less favorable at this time

PDL had discussions with potential buyers about buying down/out their royalties

Securitization offers more advantageous terms and structure than those offered by potential buyers: once debt is

paid, royalties revert to PDL for dividends

We expect that conversations with potential royalty buyers will continue

Securitization does not limit future options

Option to pay off the securitization bond early if necessary for royalty sale or sale of company

Why $300 Million Securitization?

Four Considerations

1.

NPV of dividends returned to shareholders through 2015

2.

IRR to shareholders over life of the company

3.

Effect on 2023 and 2012 Convertible Notes

•

Preferred not to trigger early repayment of either set of Notes

•

Didn’t want to swap 2.00% -

2.75% money for 10.25% money

4.

Control of Patent and License Assets

Optimal Figure

$300 million offered good balance among above considerations

Offered comparable or better NPV & IRR than other securitization

/

monetization / status quo alternatives

26

27

PDL -

Investment Rationale

Strong revenue growth from approved products

Potential for additional indications from existing products

and new product approvals

Significantly reduced expenses with no R&D burn

Return to stockholders

Declared two special cash dividends totaling $1.00 in 2009

Expect to declare a third special cash dividend from a

significant amount of net proceeds of $300 million

securitization payable in December 2009

28

PDL -

PDL BioPharma