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EX-99 - EXHIBIT 99.1 - PDL BIOPHARMA, INC.pdli20130607_8kex99-1.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): June 7, 2013

 

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

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

Incorporation)

 


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 8.01 Other Events.


PDL Files for Arbitration against Genentech Based on Underpayment of Royalties


On June 11, 2013, PDL BioPharma, Inc. (the Company) issued a press release discussing the Company’s filing of a Notice of Arbitration against Genentech, Inc. with the American Arbitration Association in Voorhees, New Jersey, alleging, inter alia, that Genentech underpaid royalties going back to at least 2007 and impeded PDL’s attempts to have Genentech’s books and records inspected to determine whether Genentech’s past payments to PDL were accurately calculated. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.   


Cautionary Statements


This filing and the press release include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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, PDL being successful with its allegations and the underlying audit report being accurate. Other factors that may cause PDL’s actual results to differ materially from those expressed or implied in the forward-looking statements are discussed in PDL’s filings with the SEC, including the “Risk Factors” sections of its annual report filed with the SEC. 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 press release are qualified in their entirety by this cautionary statement.


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/ Christopher L. Stone  
    Christopher L. Stone  
   

Vice President and General Counsel

 

 


Dated: June 11, 2013

 

 
 

 

 

EXHIBIT INDEX


Exhibit No.

 

Description

99.1

 

Press Release