Form of Notice of Grant of Stock Option



 Exhibit 10.7 
 PDL BIOPHARMA, INC. 
 NOTICE OF GRANT OF STOCK OPTION 
 The Participant has been granted an option (the “Option”) to purchase certain shares of Stock of PDL BioPharma, Inc. pursuant to
the PDL BioPharma, Inc. 2005 Equity Incentive Plan (the “Plan”), as follows: 
  

			
	 Participant:
	  	_____________
		
	 Date of Grant:
	  	_____________
		
	 Number of Option Shares:
	  	_____________
		
	 Exercise Price:
	  	$                        
		
	 Initial Vesting Date:
	  	The date one (1) year after <<insert vesting commencement date>>
		
	 Option Expiration Date:
	  	The date seven (7) years after the Date of Grant
		
	 Tax Status of Option:
	  	Nonstatutory Stock Option
		
	 Vested Shares:
	  	Except as provided in the Stock Option Agreement, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option
Shares by the “Vested Ratio” determined as of such date as follows:
		
		  	Vested Ratio
		
		  	Prior to Initial Vesting Date
		
		  	On Initial Vesting Date, provided the Participant’s Service has not terminated prior to such date
		
		  	 Plus

		
		  	For each additional full month of the Participant’s continuous Service from Initial Vesting Date until the Vested Ratio equals 1/1, an additional
		
	 Adjustments to Vested Ratio:
	  	The Company may adjust the Vested Ratio to account for any periods of part-time Service as an Employee.
		
	 Termination of Unvested
 Option:
	  	Except as may otherwise be provided by the Board, upon termination of the Participant’s Service as an Employee, the Option shall terminate immediately with respect to shares that are not
Vested Shares. However, provided the Participant’s Service continues uninterrupted in a capacity other than as an Employee, the Option shall continue in accordance with the terms of the Stock Option Agreement with respect to any Vested Shares.
Upon termination of the Participant’s Service, the Option shall terminate in accordance with the terms of the Stock Option Agreement.

 By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the
Company and the Participant agree that the Option is governed by this Grant Notice and by the provisions of the Plan and the Stock Option Agreement, both of which are made a part of this document. The Participant acknowledges that copies of the
Plan, the Stock Option Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The
Participant represents that the Participant has read and is familiar with the provisions of the Plan and the Stock Option Agreement, and hereby accepts the Option subject to all of their terms and conditions. 
  

							
	 PDL BIOPHARMA, INC.
	 		 	PARTICIPANT
				
	 By:
	 	  
	 		 	  

		 		 		 	Signature
				
	 Its:
	 	  
	 		 	  

		 		 		 	Date
				
	 Address:
	 	 34801 Campus Drive
	 		 	  

		 	 Fremont, California 94555
	 		 	Address
				
		 		 		 	  


  

			
	 ATTACHMENTS:
	 	2005 Equity Incentive Plan, as amended to the Date of Grant; Stock Option Agreement, Exercise Notice and Plan Prospectus