EXCHANGE AGREEMENTExchange Agreement • August 5th, 2010 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
___________________ (including any other persons or entities exchanging Notes hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange Agreement (the “Agreement”) with PDL BioPharma, Inc. (the “Company”) on ___________, 2010 whereby the Holder will exchange (the “Exchange”) the Company’s 2.75% Convertible Subordinated Notes due 2023 (the “Notes”) for shares of the Company’s common stock, par value $.01 per share (the “Common Stock”) and a cash payment.
