PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • October 27th, 2010 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
___________________ (including any other persons or entities purchasing Notes (as defined below) hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Private Placement Purchase Agreement (the “Agreement”) with PDL BioPharma, Inc. (the “Company”) on ___________, 2010 whereby the Holder will purchase (the “Purchase”) a portion of the Company’s ______% Convertible Senior Notes due 2015 (the “Notes”) that will be issued pursuant to the provisions of an Indenture dated as of ____________, 2010 between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as it may be supplemented or amended from time to time (the “Indenture”).
EXCHANGE AGREEMENTExchange Agreement • October 27th, 2010 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
___________________ (including any other persons or entities exchanging Existing 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 2.00% Convertible Senior Notes due 2012 (the “Existing Notes”) for the Company’s new ______% Convertible Senior Notes due 2015 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of ____________, 2010 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
EXCHANGE AND PURCHASE AGREEMENT (Restricted Convertible Notes)Exchange and Purchase Agreement • October 27th, 2010 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
_________________________ (including any other persons or entities exchanging Existing Notes (as defined below) or purchasing New Notes (as defined below) hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange and Purchase Agreement (the “Agreement”) with PDL BioPharma, Inc., a Delaware corporation (the “Company”), on _____, 2010 whereby the Holder will (a) exchange (the “Exchange”) the Company’s 2.00% Convertible Senior Notes due 2012 (the “Existing Notes”) for a portion of the Company’s new ______% Convertible Senior Notes due 2015 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of ____________, 2010 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), and (b) purchase for cash (the “Purchase”) an additional portion of the New Notes.
