(State or Other Jurisdiction

of Incorporation)

(I.R.S. Employer

Identification No.)

Advance notice provisions for stockholder proposals and nominations:

The amendments shorten the advance notice period from “no later than 120 days” to “no later than 90 days and no more than 120 days” prior to the anniversary date of the preceding year’s annual meeting.

The amendments require any stockholder making stockholder proposals or director nominations to disclose, among other things:

swaps, options or hedging arrangements related to the Company’s stock;

agreements with respect to such stockholder proposals or nominations and any persons acting in concert with the stockholder proponent;

any voting commitment by a director nominee; and

any financial transaction/compensation between stockholder-proponent and director nominee.

The amendments clarify that Article II, Section 9 is the exclusive means for properly bringing business (other than nominations) before the annual meeting and Article III, Section 14 is the exclusive means for properly nominating persons for election to the Board at the annual or special meeting.

The amendments allow the Company to treat a securities law violation as a violation of the advance notice provisions of the Bylaws in the event a court were to find a securities law violation but fails to provide a meaningful remedy.

Disclosure with respect to stockholder seeking action by written consent:

The amendment requires any stockholder seeking to have the stockholders take action by written consent to provide greater transparency about the nature and extent of such stockholder’s interest in the Company by making similar disclosure.

The amendment clarifies that a stockholder proponent must also comply with relevant requirements under the U.S. securities laws.

Adjournment of meetings of stockholders and stockholder list:

The amendments to Article II, Section 10 of the Bylaws clarify the Chairperson’s authority, consistent with Delaware law, to adjourn a meeting of stockholders, whether or not a quorum is present and without a vote of the stockholders.

The amendments to Article II, Section 15 of the Bylaws provide the Company with an option to keep the stockholder list on an electronic network, as opposed to keeping it at the principal place of business.

Compensation of directors:

The amendments to Article III, Section 13 of the Bylaws provide greater flexibility with respect to director compensation.

Prior to the amendment, directors could not receive any stated salary but a fixed fee was allowed for attendance at each meeting.

Exhibit No.

Description

The following exhibit is being furnished, not filed, herewith pursuant to Item 7.01 of Form 8-K:

Press Release, dated June 8, 2009, entitled “PDL BioPharma Provides Second Quarter 2009 Revenue Guidance of Approximately $125 Million.”

The following exhibit is being furnished, not filed, herewith pursuant to Item 7.01 of Form 8-K:

Press Release, dated June 10, 2009, entitled “PDL BioPharma Announces Record Date for October 1 Dividend Payment.”

Exhibit No.

Description

The following exhibit is being furnished, not filed, herewith pursuant to Item 7.01 of Form 8-K:

Press Release, dated June 8, 2009, entitled “PDL BioPharma Provides Second Quarter 2009 Revenue Guidance of Approximately $125 Million.”

The following exhibit is being furnished, not filed, herewith pursuant to Item 7.01 of Form 8-K:

Press Release, dated June 10, 2009, entitled “PDL BioPharma Announces Record Date for October 1 Dividend Payment.”