0001193125-06-167590 Sample Contracts

PDL BIOPHARMA, INC. RESTRICTED STOCK AGREEMENT
Restricted 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

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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.

PDL BIOPHARMA, INC. STOCK OPTION AGREEMENT
Stock Option 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 Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the PDL BioPharma, Inc. 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 Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Option subject to all of the terms and conditions o

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