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
