Attached files
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| EX-10.1 - PDL BIOPHARMA, INC. | v208867_ex10-1.htm |
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 24,
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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|
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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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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¨
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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.
To
further assist its investors in understanding the pending litigation between
MedImmune, LLC (“MedImmune,” formerly known as MedImmune, Inc.) and PDL
BioPharma, Inc. (the “Company”) in the United States District Court for the
Northern District of California, the Company is providing additional information
regarding its license agreement with MedImmune (the “License”). Section 2.04 of
the License contains the most favored licensee provision which forms the basis
of MedImmune’s most favored licensee claim in the litigation. Portions of the
License, including Section 2.04, were previously granted confidential treatment
by the Securities and Exchange Commission. Given the importance of the provision
to understanding the dispute, the Company has decided to present Section 2.04 in
its entirety, except for omitting certain percentages for which confidential
treatment continues to apply.
The
refiled License is attached as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated herein by reference. The License continues to reflect those
redactions previously omitted and filed separately with the Securities and
Exchange Commission pursuant to a confidential treatment request under 17 C.F.R.
Sections 200.80(b)(4) and 24b-2, other than certain portions of Section 2.04 of
the License as set forth below. The foregoing description of the License is
qualified in its entirety by reference to Exhibit 10.1. Refiled Section 2.04
reads as follows:
2.04 Most Favored
Licensee. PDL has not granted and agrees not to grant a license under the
Queen Patent (as defined in Exhibit A) to a third party, other than a PDL
Affiliate, for use in the Field with a royalty rate less than
[ ] of net sales of licensed products unless
MEDIMMUNE is provided the same royalty rate as such third party, provided that
if the royalty rate in said third party license is less than
[ ] and the agreement with that third party
involves other terms conveying any economic benefit to PDL, MEDIMMUNE shall be
provided the same royalty rate as such third party if MEDIMMUNE provides
economic benefit to PDL of equal value (with full credit with respect to such
economic benefit to MedImmune for licensing fees, milestones and maintenance
fees previously paid under this Agreement). Notwithstanding the foregoing, PDL
will be able to grant one license under the Queen Patent under more favorable
terms in the Field without the royalty reduction and credit to MedImmune
provided herein, provided that such license is not for use of an antibody
binding to RSV. PDL shall promptly notify MEDIMMUNE in the event that PDL
proposes to grant such a license under the Queen Patent to a third party with a
royalty rate less than [ ]. The parties agree
to execute such documents as may be reasonably necessary to carry out the
purposes of this Section 2.04.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Patent
License Agreement between the Company and MedImmune, Inc., dated July 17,
1997†
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†
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Certain
information in this exhibit has been omitted and previously filed
separately with the Securities and Exchange Commission pursuant to a
confidential treatment request under 17 C.F.R. Sections 200.80(b)(4)
and 24b-2.
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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.
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PDL
BIOPHARMA, INC.
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(Company)
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By:
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/s/ Christopher
Stone
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Christopher
Stone
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Vice
President, General Counsel and
Secretary
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Dated: January
24, 2011
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Patent
License Agreement between the Company and MedImmune, Inc., dated July 17,
1997†
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†
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Certain
information in this exhibit has been omitted and previously filed
separately with the Securities and Exchange Commission pursuant to a
confidential treatment request under 17 C.F.R. Sections 200.80(b)(4)
and 24b-2.
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