PURCHASE AGREEMENTPurchase Agreement • February 7th, 2014 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances)
_______ (acting through its Global Asset Management division), Basel and Zurich, Switzerland (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 Notes (as defined below) hereunder, a “Holder”), enters into this Purchase Agreement (the “Agreement”) with PDL BioPharma, Inc. (the “Company”) on February ______, 2014 whereby the Holders will sell (the “Note Sale”) to the Company the principal amount of the Company’s 2.875% Convertible Senior Notes due 2015 (the “Notes”) set forth on Exhibit A hereto for a cash payment from the Company.
EXCHANGE AGREEMENT (Unrestricted Stock)Exchange Agreement • February 7th, 2014 • 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 Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with PDL BioPharma, Inc. (the “Company”) on February ___, 2014 whereby the Holders will exchange (the “Exchange”) the Company’s 2.875% Convertible Senior Notes due 2015 (the “Notes”) for shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and a cash payment.
