EXCHANGE AGREEMENTExchange Agreement • February 2nd, 2012 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with PDL BioPharma, Inc. (the “Company”) on January __, 2012, whereby the Holders will exchange (the “Exchange”) the Company’s 2.875% Convertible Senior Notes due February 15, 2015 (the “Existing Notes”) for the Company’s new 2.875% Series 2012 Convertible Senior Notes due February 15, 2015 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of January 5, 2012 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
