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

(d) Election of New Director.

Effective as of August 1, 2009, the Board of Directors (the "Board") of PDL BioPharma, Inc. ("PDL" or "we") increased the number of the Company's authorized directors to 6 and elected Harold E. ("Barry") Selick, Ph.D., to fill the resulting vacancy on the Company's Board of Directors.

Dr. Selick has served as chief executive officer of Threshold Pharmaceuticals since June 2002. From January 1999 to April 2002, he was chief executive officer of the biotechnology company Camitro Corporation. From 1992 to 1999, he worked at the Affymax Research Institute, the drug discovery technology development center for Glaxo Wellcome plc, most recently as vice president of research. Prior to joining Affymax, he held scientific positions at Protein Design Labs, Inc. and Anergen, Inc. As a staff scientist at Protein Design Labs, he was a co-inventor of the technology underlying the creation of fully humanized antibody therapeutics and applied this technology to the Company's first product, Zenapax ®, which was developed and commercialized by Roche for the prevention of kidney transplant rejection. Dr. Selick received his B.S. and Ph.D. from the University of Pennsylvania and was a Damon Runyon-Walter Winchell Cancer Fund Fellow and an American Cancer Society Senior Fellow at the University of California, San Francisco.

As a new director, Dr. Selick receives a restricted stock grant pursuant to the Company's 2005 Equity Incentive Plan equal to the number of shares of restricted stock having an aggregate value of $42,192, based on the closing price of such shares on August 3, 2009. Such grant will vest in its entirety on June 4, 2010.

Pursuant to our program for the compensation of Board members who are not employees of PDL ("Outside Directors"), which was ratified by our Board on February 3, 2009, Dr. Selick is authorized to receive a cash retainer of $75,000 per year with respect to his service as a Board member.

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