EXCHANGE
AGREEMENT

     

    ___________________
(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”).

     

    On and
subject to the terms hereof, the parties hereto agree as follows:

     

    Article
I:  Exchange of the Existing Notes for New Notes

     

    Subject
to the terms set forth in this Agreement at the Closing (as defined herein), the
Holder hereby agrees to exchange and deliver to the Company the following
Existing Notes, and in exchange therefor the Company hereby agrees to issue to
the Holder the principal amount of New Notes described below and to pay in cash
the following accrued but unpaid interest on such Existing
Notes:


    
      


      
        
          
            
              	
                      Principal
      Amount of Existing Notes to be Exchanged:

                    	
                      $

                    	
                       

                    
	 
      	 	
                      (the
      “Exchanged
      Notes”).

                    


            

          

        

      

      


      
        
          
            
              
                
                  	
                          Principal
      Amount of New Notes to be Issued in the Exchange:

                        	
                          $

                        	 
	 
      	(the
      “Holder’s New
      Notes”). 


                

              

            

          

        

      

      


      
        
          
            
              
                	
                        Cash
      Payment of Accrued but Unpaid Interest on Exchanged Notes:

                      	
                        $

                      	
                         

                      
	 
      	 	
                        (the
      “Cash
      Payment”).

                      


              

            

          

        

      

    

     

    The
closing of the Exchange (the “Closing”) shall occur on a
date (the “Closing
Date”) no later than three business days after the date of this
Agreement.  At the Closing, (a) the Holder shall deliver or cause
to be delivered to the Company all right, title and interest in and to the
Exchanged Notes free and clear of any mortgage, lien, pledge, charge, security
interest, encumbrance, title retention agreement, option, equity or other
adverse claim thereto (collectively, “Liens”), together with any
documents of conveyance or transfer that the Company may deem necessary or
desirable to transfer to and confirm in the Company all right, title and
interest in and to the Exchanged Notes free and clear of any Liens,
and (b) the Company shall issue to the
Holder the Holder’s New Notes and shall deliver to the Holder the Cash Payment;
provided, however, that the parties acknowledge that the issuance of the
Holder’s New Notes to the Holder may be delayed due to procedures and mechanics
within the system of the Depository Trust Company and that such delay will not
be a default under this Agreement so long as (i) the Company is using its
best efforts to effect the issuance of one or more global notes representing the
New Notes, (ii) such delay is no longer than three business days, and
(iii) interest shall accrue on such New Notes from the date of the
Indenture.  Simultaneously with or after the Closing, the Company may
issue New Notes to one or more other holders of outstanding Existing
Notes or to other investors, subject to the terms of the
Indenture.

     

    Article
II:  Covenants, Representations and Warranties of the
Holder

     

    The
Holder hereby covenants as follows, and makes the following representations and
warranties, each of which is and shall be true and correct on the date hereof
and at the Closing, to the Company, Lazard Frères & Co. LLC and Lazard
Capital Markets LLC, and all such covenants, representations and warranties
shall survive the Closing.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section
2.1         Power and
Authorization.  The Holder is duly organized, validly existing
and in good standing, and has the power, authority and capacity to execute and
deliver this Agreement, to perform its obligations hereunder, and to consummate
the Exchange contemplated hereby.  If the Holder that is signatory
hereto is executing this Agreement to effect the exchange of Exchanged Notes
beneficially owned by one or more other persons or entities (who are thus
included in the definition of “Holder” hereunder), (a) such signatory
Holder has all requisite discretionary and contractual authority to enter into
this Agreement on behalf of, and bind, each such other person or entity that is
a beneficial owner of Exchanged Notes, and (b) Exhibit A hereto
is a true, correct and complete list of (i) the name of each party
delivering (as beneficial owner) Exchanged Notes hereunder, (ii) the
principal amount of such Holder’s Exchanged Notes, (iii) the principal
amount of Holder’s New Notes to be issued to such Holder in respect of its
Exchanged Notes, and (iv) the amount of the cash payment to be made to such
Holder in respect of the accrued interest on its Exchanged Notes.

     

    Section
2.2         Valid and
Enforceable Agreement; No Violations.  This Agreement has been
duly executed and delivered by the Holder and constitutes a legal, valid and
binding obligation of the Holder, enforceable against the Holder in accordance
with its terms, except that such enforcement may be subject to
(a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
or other similar laws affecting or relating to enforcement of creditors’ rights
generally, and (b) general principles of equity, whether such
enforceability is considered in a proceeding at law or in equity (the “Enforceability
Exceptions”).  This Agreement and consummation of the Exchange
will not violate, conflict with or result in a breach of or default under
(i) the Holder’s organizational documents, (ii) any agreement or
instrument to which the Holder is a party or by which the Holder or any of its
assets are bound, or (iii) any laws, regulations or governmental or
judicial decrees, injunctions or orders applicable to the Holder.

     

    Section
2.3         Title to
the Exchanged Notes.  The Holder is the sole legal and
beneficial owner of the Exchanged Notes.  The Holder has good, valid
and marketable title to the Exchanged Notes, free and clear of any Liens (other
than pledges or security interests that the Holder may have created in favor of
a prime broker under and in accordance with its prime brokerage agreement with
such broker).  The Holder has not, in whole or in part, except as
described in the preceding sentence, (a) assigned, transferred,
hypothecated, pledged, exchanged or otherwise disposed of any of the Exchanged
Notes or its rights in the Exchanged Notes, or (b) given any person or
entity any transfer order, power of attorney or other authority of any nature
whatsoever with respect to the Exchanged Notes.  Upon the Holder’s
delivery of the Exchanged Notes to the Company pursuant to the Exchange, the
Exchanged Notes shall be free and clear of all Liens created by the
Holder.

     

    Section
2.4         Accredited
Investor.  The Holder is an “accredited investor” within the
meaning of Rule 501 of Regulation D (“Regulation D”)
promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

     

    Section
2.5         No
Affiliate Status.  The Holder is not, and has not been during
the consecutive three month period preceding the date hereof, a director,
officer or “affiliate” within the meaning of Rule 144 promulgated under the
Securities Act (an “Affiliate”) of the
Company.  To its knowledge, the Holder did not acquire any of the
Exchanged Notes, directly or indirectly, from an Affiliate of the
Company.

     

    Section
2.6         No
Illegal Transactions.  The Holder has not, directly or
indirectly, and no person acting on behalf of or pursuant to any understanding
with the Holder has, engaged in any transactions in the securities of the
Company (including, without limitation, any Short Sales (as defined below)
involving any of the Company’s securities) since the time that such Holder was
first contacted by either the Company, Lazard Frères & Co. LLC or Lazard
Capital Markets LLC or any other person regarding an investment in the New Notes
or the Company.  Such Holder covenants that neither it nor any person
acting on its behalf or pursuant to any understanding with such Holder will
engage, directly or indirectly, in any transactions in the securities of the
Company (including Short Sales) prior to the time the transactions contemplated
by this Agreement are publicly disclosed.  “Short Sales” include, without
limitation, all “short sales” as defined in Rule 200 of Regulation SHO
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types
of direct and indirect stock pledges, forward sale contracts, options, puts,
calls, short sales, swaps, derivatives and similar arrangements (including on a
total return basis), and sales and other transactions through non-U.S.
broker-dealers or foreign regulated brokers.  Solely for purposes of
this Section 2.6, subject to the Holder’s compliance with its obligations
under the U.S. federal securities laws and the Holder’s internal policies,
“Holder” shall not be deemed to include any subsidiaries or affiliates of the
Holder that are effectively walled off by appropriate “Chinese Wall” information
barriers approved by the Holder's legal or compliance department (and thus have
not been privy to any information concerning the Exchange).


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    Section
2.7         Adequate
Information; No Reliance. The Holder acknowledges
and agrees that (a) the Holder has been furnished with all materials it
considers relevant to making an investment decision to enter into the Exchange
and has had the opportunity to review the Company’s filings with the Securities
and Exchange Commission (the “SEC”), including, without
limitation, all filings made pursuant to the Exchange Act, (b) the Holder
has had a full opportunity to ask questions of the Company concerning the
Company, its business, operations, financial performance, financial condition
and prospects, and the terms and conditions of the Exchange, (c) the Holder
has had the opportunity to consult with its accounting, tax, financial and legal
advisors to be able to evaluate the risks involved in the exchange of the
Existing Notes pursuant hereto and to make an informed investment decision with
respect to such Exchange and (d) the Holder is not relying, and has not
relied, upon any statement, advice (whether accounting, tax, financial, legal or
other), representation or warranty made by the Company or any of its affiliates
or representatives including, without limitation, Lazard Frères & Co.
LLC and Lazard Capital Markets LLC, except for (A) the publicly available
filings made by the Company with the SEC under the Exchange Act, and
(B) the representations and warranties made by the Company in this
Agreement.

     

    Section
2.8         No Public
Market. The
Holder understands that no public market exists for the New Notes, and that
there is no assurance that a public market will ever develop for the New
Notes.

     

    Article
III:  Covenants, Representations and Warranties of the
Company

     

    The
Company hereby covenants as follows, and makes the following representations and
warranties, each of which is and shall be true and correct on the date hereof
and at the Closing, to the Holder, Lazard Frères & Co. LLC and Lazard
Capital Markets LLC, and all such covenants, representations and warranties
shall survive the Closing.

     

    Section
3.1         Power and
Authorization.  The Company is duly incorporated, validly
existing and in good standing under the laws of its state of incorporation, and
has the power, authority and capacity to execute and deliver this Agreement and
the Indenture, to perform its obligations hereunder and thereunder, and to
consummate the Exchange contemplated hereby.

     

    Section
3.2         Valid and
Enforceable Agreements; No Violations.  This Agreement has been
duly executed and delivered by the Company and constitutes a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, except that such enforcement may be subject to the
Enforceability Exceptions.  At the Closing, the Indenture,
substantially in the form of Exhibit B
hereto, will have been duly executed and delivered by the Company and will
govern the terms of the New Notes, and the Indenture will constitute a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except that such enforcement may be subject to the
Enforceability Exceptions.  This Agreement, the Indenture and
consummation of the Exchange will not violate, conflict with or result in a
breach of or default under (i) the charter, bylaws or other organizational
documents of the Company, (ii) any agreement or instrument to which the
Company is a party or by which the Company or any of its assets are bound, or
(iii) any laws, regulations or governmental or judicial decrees,
injunctions or orders applicable to the Company.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Section
3.3         Validity
of the Holder’s New Notes.  The Holder’s New Notes have been duly authorized
by the Company and, when executed and authenticated in accordance with the
provisions of the Indenture and delivered to the Holder pursuant to the Exchange
against delivery of the Exchanged Notes in accordance with the terms of this
Agreement, the Holder’s New Notes will be valid and binding obligations of the
Company, enforceable in accordance with their terms, except that such
enforcement may be subject to the Enforceability Exceptions, and the issuance of
the Holder’s New Notes will not be subject to any preemptive, participation,
rights of first refusal or other similar rights.  Assuming the
accuracy of the Holder’s representations and warranties hereunder, the Holder’s
New Notes (a) will be issued in the Exchange exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) of the
Securities Act and Rule 506 of Regulation D, (b) will be free of any
restrictions on resale by the Holder pursuant to Rule 144 promulgated under
the Securities Act, and (c) will be issued in compliance with all
applicable state and federal laws concerning the issuance of the Holder’s New
Notes.

     

    Section
3.4         Validity
of Underlying Common Stock.  The Holder’s New Notes will be
convertible into shares of the Company’s common stock, par value $0.01 per share
(the “Conversion
Shares”) in accordance with the terms of the Indenture.  The
Conversion Shares have been duly authorized and reserved by the Company for
issuance upon conversion of the Holder’s New Notes and, when issued upon
conversion of the Holder’s New Notes in accordance with the terms of the
Holder’s New Notes and the Indenture, will be validly issued, fully paid and
non-assessable, and the issuance of the Conversion Shares will not be subject to
any preemptive, participation, rights of first refusal or other similar
rights.

     

    Section
3.5         Listing
Approval.  At the Closing Date, the Conversion Shares shall be
listed on the NASDAQ Stock Market.

     

    Section
3.6         Disclosure.  On
or before the first business day following the date of this Agreement, the
Company shall issue a publicly available press release or file with the SEC a
Current Report on Form 8-K disclosing all material terms of the Exchange
and certain other matters concerning the Company (to the extent not previously
publicly disclosed).

     

    Article
IV:  Miscellaneous

     

    Section
4.1         Entire
Agreement.  This Agreement and any documents and agreements
executed in connection with the Exchange embody the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersede all prior and contemporaneous oral or written agreements,
representations, warranties, contracts, correspondence, conversations, memoranda
and understandings between or among the parties or any of their agents,
representatives or affiliates relative to such subject matter, including,
without limitation, any term sheets, emails or draft documents.

     

    Section
4.2         Construction.  References
in the singular shall include the plural, and vice versa, unless the context
otherwise requires.  References in the masculine shall include the
feminine and neuter, and vice versa, unless the context otherwise
requires.  Headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meanings of the provisions
hereof.  Neither party, nor its respective counsel, shall be deemed the
drafter of this Agreement for purposes of construing the provisions of this
Agreement, and all language in all parts of this Agreement shall be construed in
accordance with its fair meaning, and not strictly for or against either
party.

     

    Section
4.3         Governing
Law.  This Agreement shall in all respects be construed in
accordance with and governed by the substantive laws of the State of New York,
without reference to its choice of law rules.

     

    Section
4.4         Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument.  Any counterpart or other signature hereon delivered by
facsimile shall be deemed for all purposes as constituting good and valid
execution and delivery of this Agreement by such party.

     

    [Signature
Page Follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed as of the date first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  “HOLDER”:

                                                	 
      	
                                                  “COMPANY”:

                                                
	 	 	 
	 
      	 
      	
                                                  PDL
      BIOPHARMA, INC.

                                                
	 
      	 
      	 
      
	
                                                  By:

                                                	 
      	 
      	
                                                  By:

                                                	 
      
	 	 	 	 	 
	
                                                  Name:

                                                	 
      	 
      	
                                                  Name:

                                                	 
      
	 	 	 	 	 
	
                                                  Title:

                                                	 
      	 
      	
                                                  Title:

                                                	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Signature
Pages to Exchange Agreement

    [Name of
Holder]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A

    Exchanging
Beneficial Owners

    


    
      
        
          
            
              	
                      Name of

                      Beneficial Owner

                    	 
      	
                      Principal Amount of

                      Exchanged Notes

                    	 
      	
                      Principal Amount of

                      Holder’s New Notes 

                    	 
      	
                      Cash Interest Payment

                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
B

    Form
of Indenture