Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 8, 2020, PDL BioPharma, Inc. (the "Company") delivered formal notice to The Nasdaq Stock Market, Inc. that the Company intends to voluntarily delist its common stock, par value $0.01 per share (the "Common Stock"), from the Nasdaq Global Stock Market ("Nasdaq") in connection with the Company's previously disclosed voluntary Plan of Dissolution. The Company expects to file a Form 25 with the Securities and Exchange Commission (the "SEC") on or about December 28, 2020 to effect the voluntary delisting of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that the delisting will be effective on or about January 7, 2021 - ten days after the filing of the Form 25. In connection with the foregoing, the Company requested that the trading of the Common Stock on Nasdaq be suspended effective before the market opens on December 31, 2020. The Company also announced that, following the effectiveness of the delisting, it intends to file a Form 15 with the SEC to terminate the registration of the Common Stock under Section 12(g) of the Exchange Act, thereby suspending the Company's Exchange Act reporting obligations.

A copy of the press release announcing the matters summarized above is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2020, the Company was informed that, effective December 31, 2020, David W. Gryska will resign from his position as a member of the Board of Directors of the Company, including each committee of the Board on which he served. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.                                             Description
      99.1                Press Release dated December 8, 2020
                        Cover Page Interactive Data File (the cover page XBRL tags are embedded
       104              within the Inline XBRL document).

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