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 13, 2014

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 1.02 Termination of a Material Definitive Agreement.

On November 13, 2014, PDL BioPharma, Inc. (the Company) agreed to terminate the Revenue Interests Purchase Agreement between the Company and AxoGen, Inc. in consideration for a payment of $30.3 million in cash in connection with a refinancing at AxoGen.

Subsequent to the pay-off, the Company acquired 643,382 shares of registered common stock of AxoGen for approximately $1.75 million at a public offering price of $2.72 per share. The Company currently holds approximately 1.8 million shares of AxoGen common stock.

Item 8.01 Other Events.

On November 14, 2014, the Company issued a press release announcing the transaction. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release

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 14, 2014

Exhibit Index

Exhibit No.	Description
99.1	Press Release

EX-99

Exhibit 99.1

Contacts:
Peter Garcia	Jennifer Williams
PDL BioPharma, Inc.	Cook Williams Communications, Inc.
775-832-8500	360-668-3701
peter.garcia@pdl.com	jennifer@cwcomm.org

PDL BioPharma Announces Successful Conclusion

of Revenue Interest Agreement with AxoGen

INCLINE VILLAGE, NV, November 14, 2014 – PDL BioPharma, Inc. (PDL) (NASDAQ: PDLI) today announced that the company has received $30.3 million, in addition to previously received revenue interest payments, to conclude PDL’s revenue interest agreement with AxoGen, Inc. (NASDAQ: AXGN). In October 2012, PDL entered into a structured financing transaction in which PDL provided AxoGen with an aggregate of $20.8 million in exchange for royalties on certain AxoGen revenues. AxoGen is a regenerative medicine company dedicated to advancing the science and commercialization of surgical solutions for peripheral nerve repair.

“We are pleased that we were able to offer AxoGen financial support. AxoGen is a good example of the excellent quality of assets PDL has been able to attract. We have increased our equity position in AxoGen, and we wish them great success,” stated John P. McLaughlin, president and chief executive officer of PDL. “This marks the second concluded investment in our short history of acquiring revenue generating assets and we are pleased with the outcome. Our strict underwriting process is harvesting success.”

“We would like to extend our sincere gratitude to PDL for their strong partnership and continued support during the course of our financial relationship. PDL’s financing provided key growth capital allowing AxoGen to generate high double digit sales growth. As a result, AxoGen has become a leading company in the peripheral nerve repair market,” commented Karen Zaderej, president and chief executive officer of AxoGen.

On November 13, 2014, PDL acquired 643,382 registered shares of AxoGen common stock in exchange for approximately $1.75 million under a privately negotiated stock purchase agreement. PDL currently holds approximately 1.8 million shares of AxoGen common stock.

About PDL BioPharma, Inc.

PDL BioPharma manages a portfolio of patents and royalty assets, consisting primarily of its Queen et al. antibody humanization patents and license agreements with various biotechnology and pharmaceutical companies. 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 for which it receives significant royalty revenue. PDL is currently focused on intellectual property asset management, acquiring new income generating assets, and maximizing value for its shareholders.

The company was formerly known as Protein Design Labs, Inc. and changed its name to PDL BioPharma, Inc. in 2006. PDL was founded in 1986 and is headquartered in Incline Village, Nevada.

PDL provides non-dilutive growth capital and financing solutions to late-stage public and private healthcare companies and offers immediate financial monetization of royalty streams to companies, academic institutions, and inventors. PDL has deployed approximately $780 million to date. PDL evaluates its investments based on the quality of the income generating assets and potential returns on investment.

PDL BioPharma and the PDL BioPharma logo are considered trademarks of PDL BioPharma, Inc.

About AxoGen, Inc.

AxoGen is a leading medical technology company dedicated to peripheral nerve repair. AxoGen’s portfolio of regenerative medicine products is available in the United States, Canada and several European countries and includes Avance® Nerve Graft, the only off-the-shelf commercially available processed nerve allograft for bridging severed nerves without the comorbidities associated with a second surgical site, AxoGuard® Nerve Connector, a porcine submucosa extracellular matrix (“ECM”) coaptation aid for tensionless repair of severed nerves, and AxoGuard® Nerve Protector, a porcine submucosa ECM product used to wrap and protect injured peripheral nerves and reinforce the nerve reconstruction while preventing soft tissue attachments.

Avance® Nerve Graft is processed in the United States by AxoGen. AxoGuard® Nerve Connector and AxoGuard® Nerve Protector are manufactured in the United States by Cook Biotech Incorporated, and are distributed exclusively by AxoGen. AxoGen maintains its corporate offices in Alachua, Florida and is the parent of its wholly owned operating subsidiary, AxoGen Corporation.

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