TABLE OF CONTENTSProtein Design Labs Inc/De • May 10th, 2000 • Biological products, (no disgnostic substances)
COMMON STOCKProtein Design Labs Inc/De • August 29th, 2000 • Biological products, (no disgnostic substances) • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • April 18th, 2003 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2016 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
PDL BioPharma, Inc., a Delaware corporation (the “Company”), confirms its agreement with RBC Capital Markets, LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom RBC Capital Markets, LLC is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $150,000,000 aggregate principal amount of the Company’s 2.75% Convertible Senior Notes Due 2021 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional $22,500,000 aggregate principal amount of its 2.75% Convertible Senior Notes Due 2021 (the “Option Securities” and, together
2. 3 Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on...Underwriting Agreement • February 13th, 1997 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • New York
WITNESSETH: WHEREAS, Landlord and Tenant are the parties to that certain Lease Agreement dated February 10, 1992 (the "Original Lease") and amended July 8, 1995, (the "Amendment No. 1") with regard to the leasing of approximately 38,270 square feet,...Lease Agreement • March 10th, 1997 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • Minnesota
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2018 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [________], 2018 (the “Effective Date”) by and between PDL BioPharma, Inc., a Delaware corporation (the “Company”), and [____________] (the “Indemnitee”).
WITNESSETH:Lease Agreement • May 14th, 1997 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances)
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONProtein Design Labs Inc/De • April 18th, 2003 • Biological products, (no disgnostic substances)
PDL BIOPHARMA, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 9th, 2006 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • California
PDL BioPharma, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Notice”) to which this Restricted Stock Agreement (this “Agreement”) is attached an Award of Shares subject to the terms and conditions set forth in the Notice and this Agreement. The Company granted the Award pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Notice, this Agreement, the Plan and the current Plan prospectus under the registration statement filed with the Securities and Exchange Commission (the “Plan Prospectus”) which covers the Shares, (b) accepts the Award subject to all of the terms and conditions of the Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or inte
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2003 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of July 14, 2003, by and between Protein Design Labs, Inc., a Delaware corporation (the “Company”), and UBS Securities LLC and the other Initial Purchasers named in the Purchase Agreement referred to below (collectively, the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated as of July 9, 2003 (the “Purchase Agreement”) among the Company and the Initial Purchasers.
Protein Design Labs, Inc. Registration Rights AgreementRegistration Rights Agreement • February 16th, 2005 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • New York
Protein Design Labs, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 2.00% Convertible Senior Notes due 2012 (the “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
RECITALSAgreement • May 14th, 1997 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances)
INDENTURE dated as of November 2, 2009 by and between QHP ROYALTY SUB LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, as initial trustee of the Notes described hereinIndenture • November 6th, 2009 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
This INDENTURE, dated as of November 2, 2009, is by and between QHP ROYALTY SUB LLC, a Delaware limited liability company, as issuer of the Notes described herein, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial trustee of the Notes described herein.
PDL BIOPHARMA, INC. AND MELLON INVESTOR SERVICES, LLC as Rights Agent RIGHTS AGREEMENT Dated as of August 25, 2006Rights Agreement • August 29th, 2006 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
This Rights Agreement (“Rights Agreement”), is dated as of August 25, 2006, between PDL BioPharma, Inc. a Delaware corporation (the “Company”), and Mellon Investor Services, LLC, a New Jersey limited liability company as rights agent (the “Rights Agent”).
PDL BIOPHARMA, INC. (a Delaware corporation) 3.75% Convertible Senior Notes Due 2015 UNDERWRITING AGREEMENT Dated: May 10, 2011Underwriting Agreement • May 16th, 2011 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Merrill Lynch waives, in writing, such extension.
CREDIT AGREEMENTCredit Agreement • August 8th, 2013 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
This Credit Agreement dated as of April 18, 2013, (as amended, restated or otherwise modified from time to time, this “Agreement”) is made among AVINGER, INC., a Delaware corporation (the “Borrower”), PDL BIOPHARMA, INC. (the “Lender”), and PDL BIOPHARMA, INC., not individually, but as the Agent (as defined below).
Separation and Distribution AgreementSeparation and Distribution Agreement • December 23rd, 2008 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Separation and Distribution Agreement (this “Agreement”), dated as of December 17, 2008, is entered into by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
LEASE AGREEMENTLease Agreement • August 13th, 2001 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances)
THIS LEASE, made this 28th day of June, 2001, between JOHN ARRILLAGA, Trustee, or his Successor Trustee, UTA dated 7/20/77 (JOHN ARRILLAGA SURVIVOR'S TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee, UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, hereinafter called Landlord, and PROTEIN DESIGN LABS, INC., a Delaware corporation, hereinafter called Tenant.
Tax Sharing and Indemnification AgreementSharing and Indemnification Agreement • December 23rd, 2008 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of December 18, 2008 (the “Distribution Date”), is entered into by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”) (each a “Party” and collectively, the “Parties”). Capitalized terms not defined herein shall have the meaning set forth in the Separation Agreement.
PDL BIOPHARMA, INC. STOCK OPTION AGREEMENT (NONSTATUTORY)Stock Option Agreement • August 9th, 2006 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • California
PDL BioPharma, Inc. has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (Nonstatutory) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in this Option Agreement (the “Option Agreement”) and the Notice. The Option has been granted pursuant to the Company’s 1999 Nonstatutory Stock Option Plan (the “Plan”). By signing the Notice, the Optionee represents that the Optionee is familiar with the terms and provisions of this Option Agreement and accepts the Option subject to all of the terms and provisions hereof. The Optionee agrees to accept as final and binding all decisions or interpretations of the Board upon any questions arising under this Option Agreement or the Plan.
CREDIT AGREEMENT dated as of March 30, 2015, among PDL BIOPHARMA, INC., as Borrower, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent RBC CAPITAL MARKETS* and WELLS FARGO SECURITIES, LLC as Joint Lead Arrangers and Joint...Credit Agreement • April 1st, 2015 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
CREDIT AGREEMENT dated as of March 30, 2015 (this “Agreement”), among PDL BIOPHARMA, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and ROYAL BANK OF CANADA, as Administrative Agent.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 2nd, 2020 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2020, by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”) and LENSAR, Inc., a Delaware corporation (“LENSAR”). PDL and LENSAR are referred to herein individually as a “Party”, and collectively as the “Parties.”
Transition Services AgreementTransition Services Agreement • December 23rd, 2008 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
This Transition Services Agreement (this “Agreement”) is entered into as of December 18, 2008, by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”), each a “Party” and together, the “Parties”. Capitalized terms not defined herein shall have the meaning set forth in that certain Separation and Distribution Agreement dated as of December 17, 2008 by and between the Parties, as amended or otherwise modified from time to time (the “Separation Agreement”). This Agreement shall be effective on the Distribution Date, as defined in the Separation Agreement.
CONFIDENTIAL PROVISIONS REDACTED COLLABORATION AGREEMENTCollaboration Agreement • November 8th, 2005 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • California
THIS COLLABORATION AGREEMENT (the “Agreement”) is entered into as of September 12, 2005 (the “Effective Date”) by and between Protein Design Labs, Inc., a Delaware corporation having its offices at 34801 Campus Drive, Fremont, California 94555 (“PDL”), and Biogen Idec MA Inc., a Massachusetts corporation having offices at 14 Cambridge Center, Cambridge, Massachusetts 02142 (“Biogen Idec”). PDL and Biogen Idec may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENT dated as of July 10, 2012 among MERUS LABS INTERNATIONAL INC., as Borrower, MERUS LABS LUXCO S.À R.L, MERUS LABS INC., ECG HOLDINGS INC., and MERUS LABS NETHERLANDS B.V. as Loan Parties, PDL BIOPHARMA, INC., as Lender, and PDL...Credit Agreement • May 24th, 2013 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
This Credit Agreement dated as of July 10, 2012, (as amended, restated or otherwise modified from time to time, this “Agreement”) is made among MERUS LABS INTERNATIONAL INC., a corporation organized under the laws of British Columbia (“Borrower”), the Loan Parties named herein, PDL BIOPHARMA, INC. (the “Lender”), and PDL BIOPHARMA, INC., not individually, but as Agent (as defined below).
COLLABORATION AGREEMENT BY AND BETWEEN PDL BIOPHARMA, INC. AND BRISTOL-MYERS SQUIBB COMPANY AUGUST 18, 2008Collaboration Agreement • November 7th, 2008 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
THIS COLLABORATION AGREEMENT (the “Agreement”) is made and entered into as of August 18, 2008 (the “Execution Date”) by and between PDL Biopharma, Inc., a Delaware corporation having its principal place of business at 1400 Seaport Blvd., Redwood City, CA 94063 (“PDL”) and Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”), effective as of the Effective Date (as defined in Section 12.6), except for Article 10 and Section 12.6, which shall be effective as of the Execution Date. PDL and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN PDL BIOPHARMA, INC. AND LENSAR, INC. DATED AS OF SEPTEMBER 30, 2020Separation and Distribution Agreement • October 2nd, 2020 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
COLLABORATION AGREEMENTCollaboration Agreement • September 21st, 2001 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • California
THIS COLLABORATION AGREEMENT (the "Agreement") is dated as of May 22, 2001 (the "Effective Date") by and between Exelixis, Inc., a Delaware corporation having its principal place of business at 170 Harbor Way, P.O. Box 511, South San Francisco, California 94083-0511 ("EXEL"), and Protein Design Labs, Inc., a Delaware corporation having its principal place of business at 34801 Campus Drive, Fremont, California 94555-3606 ("PDL"). EXEL and PDL are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
Recording Requested by and when recorded return to: WELLS FARGO BANK, N.A. Commercial Mortgage Servicing 417 Montgomery Street, 5th Floor San Francisco, California 94104 Attention: Jean Hembree Loan No. : 31-0900011A D E E D O F T R U S T and A B S O...Leases and Security Agreement • November 15th, 1999 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • California
AMENDMENT TO THE RIGHTS AGREEMENTRights Agreement • February 5th, 2009 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
This Amendment (the “Amendment”), dated as of February 5, 2009, to the Rights Agreement (the “Rights Agreement”), dated as of August 25, 2006, is between PDL BioPharma, Inc. (the “Company”) and Mellon Investor Services, LLC, as Rights Agent (the “Rights Agent”). Except as otherwise expressly provided herein, or unless the context otherwise requires, all capitalized terms used herein but not defined shall have the meanings assigned to them in the Rights Agreement.
ASSET PURCHASE AGREEMENT BY AND BETWEEN PDL BIOPHARMA, INC., a Delaware corporation and OTSUKA PHARMACEUTICAL CO., LTD., a Japanese corporation Dated as of December 14, 2007Asset Purchase Agreement • December 17th, 2007 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • California
This Asset Purchase Agreement (this “Agreement”) is entered into as of December 14, 2007 (the “Effective Date”) between PDL BioPharma, Inc., a Delaware corporation (“Seller”) and Otsuka Pharmaceutical Co., Ltd., a Japanese corporation (“Buyer”).
PLEDGE AND SECURITY AGREEMENT MADE BY EACH UNDERSIGNED EQUITYHOLDER TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE DATED AS OF NOVEMBER 2, 2009Pledge and Security Agreement • November 6th, 2009 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of November 2, 2009, is made by each undersigned Equityholder in favor of U.S. Bank National Association, a national banking association, as the Trustee under the Indenture, as grantee hereunder.
1 EXHIBIT 10.40 INDUSTRIAL LEASE DEFINED TERMS. Effective Date: July 1, 1997.Industrial Lease • August 14th, 1997 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances)
COOPERATION AND SUPPORT AGREEMENTCooperation and Support Agreement • February 28th, 2020 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Cooperation and Support Agreement (this “Agreement”) is made and entered into as of February 27, 2020, by and among PDL BioPharma, Inc., a Delaware corporation (the “Company”), and the entities and natural person set forth on the signature pages hereto (collectively, “Engine”) (each of the Company and Engine, a “Party” to this Agreement, and collectively, the “Parties”).
