UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended ~~September~~June 30, ~~2017~~2019



¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For transition period from to

Commission File Number: 000-19756

PDL BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)



Delaware	94-3023969
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

932 Southwood Boulevard

Incline Village, Nevada 89451

(Address of principal executive offices and Zip Code)

(775) 832-8500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:



Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PDLI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to ~~Rule~~ Rule��405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ý¨	Accelerated filer ¨ý	Non-accelerated filer ¨	Smaller reporting company ¨	Emerging growth company ¨
~~(Do not check if a smaller reporting company)~~

If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No ý

As of ~~November 7, 2017~~July 30, 2019, there were ~~154,338,793~~114,202,671 shares of the registrant’s Common Stock outstanding.

PDL BIOPHARMA, INC.

~~2017~~2019 Form 10-Q

Table of Contents



		Page
PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (unaudited)	3

	Condensed Consolidated Statements of ~~Income~~Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	3

	Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	4

	Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018	5

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	67

	Notes to the Condensed Consolidated Financial Statements	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4442

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5557

ITEM 4.	CONTROLS AND PROCEDURES	5658

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	5759

ITEM 1A.	RISK FACTORS	5759

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5761

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	5761

ITEM 4.	MINE SAFETY DISCLOSURES	5761

ITEM 5.	OTHER INFORMATION	5761

ITEM 6.	EXHIBITS	5761

SIGNATURES		5863

We own or have rights to certain trademarks, trade names, copyrights and other intellectual property used in our business, including PDL BioPharma and the PDL logo, each of which is considered a trademark. All other company names, product names, trade names and trademarks included in this Quarterly Report on Form 10-Q are trademarks, registered trademarks or trade names of their respective owners.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PDL BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS

(Unaudited)

(In thousands, except per share amounts)


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Revenues
Product revenue, net													$	17,837		$	31,761		$	44,523		$	55,085
Royalty rights - change in fair value													(40,399		)	12,842			(28,142		)	23,933
Royalties from Queen et al. patents	$	1,443		$	14,958		$	31,884		$	150,645		6			1,218			9			4,001
Royalty rights - change in fair value	35,353			16,085			132,224			(11,872		)
Interest revenue	6,051			8,594			16,968			24,901			—			751			—			1,500
Product revenue, net	20,067			14,128			51,477			14,128
License and other	(165		)	(127		)	19,471			7			30			3			(3		)	574
Total revenues	62,749			53,638			252,024			177,809			(22,526		)	46,575			16,387			85,093

Operating expenses
Cost of product revenue (excluding intangible asset amortization)	5,565			—			12,632			—
Cost of product revenue (excluding intangible asset amortization and impairment)													12,348			14,524			25,158			25,090
Amortization of intangible assets	6,275			6,014			18,438			6,014			1,598			6,384			3,170			12,677
General and administrative	11,989			10,396			35,853			27,193			10,483			14,529			20,945			26,190
Sales and marketing	4,994			11			11,194			11			2,073			5,385			4,803			10,898
Research and development	605			1,933			6,652			1,933			886			684			1,755			1,477
Change in fair value of anniversary payment and contingent consideration	700			2,083			3,349			2,083
Acquisition-related costs	—			546			—			3,505
Impairment of intangible assets													—			152,330			—			152,330
Change in fair value of contingent consideration													—			(22,135		)	—			(22,735		)
Total operating expenses	30,128			20,983			88,118			40,739			27,388			171,701			55,831			205,927
Operating income	32,621			32,655			163,906			137,070

Non-operating expense, net
Operating loss													(49,914		)	(125,126		)	(39,444		)	(120,834		)
Non-operating income (expense), net
Interest and other income, net	238			162			726			404			1,650			1,376			3,524			3,290
Interest expense	(5,096		)	(4,513		)	(15,082		)	(13,524		)	(2,984		)	(2,811		)	(5,939		)	(6,396		)
Gain (loss) on bargain purchase	(2,276		)	—			3,995			—
Total non-operating expense, net	(7,134		)	(4,351		)	(10,361		)	(13,120		)
Equity affiliate - change in fair value													45,487			—			45,487			—
Total non-operating income (expense), net													44,153			(1,435		)	43,072			(3,106		)
(Loss) income before income taxes													(5,761		)	(126,561		)	3,628			(123,940		)
Income tax (benefit) expense													(1,247		)	(14,265		)	1,525			(13,246		)
Net (loss) income													(4,514		)	(112,296		)	2,103			(110,694		)
Less: Net loss attributable to noncontrolling interests													(95		)	—			(158		)	—
Net (loss) income attributable to PDL’s shareholders													$	(4,419	)	$	(112,296	)	$	2,261		$	(110,694	)

Income before income taxes	25,487			28,304			153,545			123,950
Income tax expense	4,755			14,400			65,180			50,011
Net income	20,732			13,904			88,365			73,939
Less: Net income/(loss) attributable to noncontrolling interests	—			(3		)	(47		)	(3		)
Net income attributable to PDL’s shareholders	$	20,732		$	13,907		$	88,412		$	73,942

Net income per share
Net (loss) income per share
Basic	$	0.14		$	0.08		$	0.56		$	0.45		$	(0.04	)	$	(0.76	)	$	0.02		$	(0.74	)
Diluted	$	0.14		$	0.08		$	0.56		$	0.45		$	(0.04	)	$	(0.76	)	$	0.02		$	(0.74	)
Weighted average shares outstanding
Weighted-average shares outstanding
Basic	151,146			163,856			156,802			163,771			118,285			146,923			123,484			149,186
Diluted	152,317			164,285			157,529			164,075			118,285			146,923			124,040			149,186
Cash dividends declared per common share	$	—		$	—		$	—		$	0.10

See accompanying notes.

PDL BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

(In thousands)

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016

Net income $ 20,732
$ 13,904
$ 88,365
$ 73,939

Other comprehensive income (loss), net of tax

Change in unrealized gains on investments in available-for-sale securities:
Change in fair value of investments in available-for-sale securities, net of tax 648
—
648
122
Adjustment for net (gains) losses realized and included in net income, net of tax —
—
—
(557 )
Total change in unrealized gains on investments in available-for-sale securities, net of tax^(a)
648
—
648
(435 )
Change in unrealized gains (losses) on cash flow hedges:
Adjustment to royalties from Queen et al. patents for net (gains) losses realized and included in net income, net of tax —
—
—
(1,821 )
Total change in unrealized losses on cash flow hedges, net of tax^(b)
—
—
—
(1,821 )
Total other comprehensive income/(loss), net of tax 648
—
648
(2,256 )
Comprehensive income 21,380
13,904
89,013
71,683
Less: Comprehensive income/(loss) attributable to noncontrolling interests —
(3 ) (47 ) (3 )
Comprehensive income attributable to PDL’s shareholders $ 21,380
$ 13,907
$ 89,060
$ 71,686



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018

Net (loss) income	$	(4,514	)	$	(112,296	)	$	2,103		$	(110,694	)

Other comprehensive loss, net of tax
Change in unrealized gains (losses) on investments in available-for-sale securities:
Change in fair value of investments in available-for-sale securities, net of tax	—			—			—			(578		)
Adjustment for net gains realized and included in net loss, net of tax	—			—			—			(603		)
Total change in unrealized gains on investments in available-for-sale securities, net of tax	—			—			—			(1,181		)	^(a)
Total other comprehensive loss, net of tax	—			—			—			(1,181		)
Comprehensive (loss) income	(4,514		)	(112,296		)	2,103			(111,875		)
Less: Comprehensive loss attributable to noncontrolling interests	(95		)	—			(158		)	—
Comprehensive (loss) income attributable to PDL’s shareholders	$	(4,419	)	$	(112,296	)	$	2,261		$	(111,875	)

______________________________________________

^(a) Net of tax of ~~$349~~ ~~and~~ ~~zero~~$314 for the ~~three~~six months ended ~~September~~June 30, ~~2017 and~~ ~~2016, respectively, and $349 and ($234) for the nine months ended September 30, 2017 and 2016, respectively.~~2018.

^(b) ~~Net of tax of~~ ~~zero~~ ~~and~~ ~~zero~~ ~~for the three months ended September 30, 2017 and~~ ~~2016, respectively, and zero and ($981) for the nine months ended September 30, 2017 and 2016, respectively.~~

See accompanying notes.

PDL BIOPHARMA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)


	September 30,			December 31,			June 30,			December 31,
	2017			2016			2019			2018
	(unaudited)			(Note 1)			(unaudited)			(Note 1)
Assets
Current assets:
Cash and cash equivalents	$	510,085		$	147,154		$	284,941		$	394,590
Short-term investments	6,409			19,987
Accounts receivable, net	17,465			40,120			17,872			21,648
Notes receivable	57,545			111,182			63,280			63,042
Investments-other	—			75,000
Inventories	12,216			2,884
Inventory							16,263			18,942
Prepaid and other current assets	9,510			1,704			17,347			18,995
Total current assets	613,230			398,031			399,703			517,217
Property and equipment, net	8,130			38			6,914			7,387
Escrow receivable	1,400			—
Royalty rights - at fair value	351,969			402,318			315,642			376,510
Notes and other receivables, long-term	13,091			159,768
Long-term deferred tax assets	6,186			19,257
Investment in equity affiliate							88,533			—
Notes receivables, long-term							547			771
Intangible assets, net	222,074			228,542			50,449			51,319
Other assets	7,758			7,433			28,673			10,532
Total assets	$	1,223,838		$	1,215,387		$	890,461		$	963,736

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	10,448		$	7,016		$	14,812		$	13,142
Accrued liabilities	51,607			30,575			23,499			39,312
Accrued income taxes	7,155			4,723			25			16
Anniversary payment	—			88,001
Convertible notes payable	124,922			—
Total current liabilities	194,132			130,315			38,336			52,470
Convertible notes payable	115,716			232,443			128,520			124,644
Contingent consideration	45,000			42,650
Other long-term liabilities	46,008			54,556			58,181			56,843
Total liabilities	400,856			459,964			225,037			233,957

Commitments and contingencies (Note 11)
Commitments and contingencies (Note 12)

Stockholders’ equity:
Preferred stock, par value $0.01 per share, 10,000 shares authorized; no shares issued and outstanding	—			—			—			—
Common stock, par value $0.01 per share, 350,000 shares authorized; 154,339 and 165,538 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	1,543			1,655
Common stock, par value $0.01 per share, 350,000 shares authorized; 115,669 and 136,513 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively							1,157			1,365
Additional paid-in capital	(102,591		)	(107,628		)	(94,465		)	(98,030		)
Accumulated other comprehensive income	648			—
Treasury stock, at cost; 179 and 750 shares held at June 30, 2019 and December 31, 2018, respectively							(546		)	(2,103		)
Retained earnings	923,382			857,116			759,080			828,547
Total PDL’s stockholders’ equity	822,982			751,143
Total PDL stockholders’ equity							665,226			729,779
Noncontrolling interests	—			4,280			198			—
Total stockholders’ equity	822,982			755,423			665,424			729,779
Total liabilities and stockholders’ equity	$	1,223,838		$	1,215,387		$	890,461		$	963,736

See accompanying notes.

PDL BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share amounts)

(unaudited)



	PDL Stockholders’ Equity
	Common Stock					Treasury Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest			Total Stockholders’ Equity
	Shares		Amount			Treasury Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest			Total Stockholders’ Equity
Balance at December 31, 2018	136,512,522		$	1,365		$	(2,103	)	$	(98,030	)	$	828,547		$	—	$	—		$	729,779
Issuance of common stock, net of forfeitures	764,785		8			—			(8		)	—			—		—			—
Stock-based compensation expense	—		—			—			1,169			—			—		—			1,169
Repurchase and retirement of common stock	(13,460,164	)	(135		)	613			—			(44,831		)	—		—			(44,353		)
Transfer of subsidiary shares to non-controlling interest	—		—			—			—			—			—		572			572
Comprehensive income:
Net income (loss)	—		—			—			—			6,680			—		(63		)	6,617
Total comprehensive income	—		—			—			—			—			—		—			6,617
Balance at March 31, 2019	123,817,143		1,238			(1,490		)	(96,869		)	790,396			—		509			693,784
Issuance of common stock, net of forfeitures	37,996		—			—			—			—			—		—			—
Stock-based compensation expense	—		—			—			2,175			—			—		—			2,175
Repurchase and retirement of common stock	(8,185,970	)	(81		)	944			—			(26,897		)	—		—			(26,034		)
Transfer of subsidiary shares to non-controlling interest	—		—			—			229			—			—		(216		)	13
Comprehensive loss:
Net loss	—		—			—			—			(4,419		)	—		(95		)	(4,514		)
Total comprehensive loss	—		—			—			—			—			—		—			(4,514		)
Balance at June 30, 2019	115,669,169		$	1,157		$	(546	)	$	(94,465	)	$	759,080		$	—	$	198		$	665,424



	PDL Stockholders’ Equity
	Common Stock					Treasury Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Non-controlling Interest		Total Stockholders’ Equity
	Shares		Amount			Treasury Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Non-controlling Interest		Total Stockholders’ Equity
Balance at December 31, 2017	153,774,756		$	1,538		$	—		$	(102,443	)	$	945,614		$	1,181		$	—	$	845,890
Issuance of common stock	37,500		—			—			—			—			—			—		—
Stock-based compensation expense	—		—			—			957			—			—			—		957
Repurchase and retirement of common stock	(1,000,000	)	(10		)	(1,188		)	—			(2,961		)	—			—		(4,159		)
Comprehensive income:
Net income	—		—			—			—			1,602			—			—		1,602
Change in unrealized gains on investments in available-for-sale securities, net of tax	—		—			—			—			—			(1,181		)	—		(1,181		)
Total comprehensive income	—		—			—			—			—			—			—		421
Balance at March 31, 2018	152,812,256		1,528			(1,188		)	(101,486		)	944,255			—			—		843,109
Issuance of common stock, net of forfeitures	324,591		4			—			(3		)	3			—			—		4
Stock-based compensation expense	—		—			—			1,260			—			—			—		1,260
Repurchase and retirement of common stock	(7,165,415	)	(72		)	1,188			—			(20,565		)	—			—		(19,449		)
Comprehensive loss:
Net loss	—		—			—			—			(112,296		)	—			—		(112,296		)
Total comprehensive loss	—		—			—			—			—			—			—		(112,296		)
Balance at June 30, 2018	145,971,432		$	1,460		$	—		$	(100,229	)	$	811,397		$	—		$	—	$	712,628

See accompanying notes.

PDL BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Nine Months Ended September 30,
2017 2016
Cash flows from operating activities
Net income $ 88,365
$ 73,939
Adjustments to reconcile net income to net cash provided by operating activities:

Amortization of convertible notes and term loan offering costs 8,195
6,067
Amortization of intangible assets 18,438
6,014
Change in fair value of royalty rights - at fair value (132,224 ) 11,872
Change in fair value of derivative asset 29
875
Change in fair value of anniversary payment and contingent consideration 3,349
2,083
Other amortization, depreciation and accretion of embedded derivative 1,478
16
Gain on sale of available-for-sale securities (108 ) (881 )
Escrow receivable (1,400 ) —
Bargain purchase gain (3,995 ) —
Inventory obsolesence 30
—
Bad debt allowance 22
—
Stock-based compensation expense 3,014
2,649
Deferred income taxes 28,970
(6,013 )
Changes in assets and liabilities, net of affects of business acquired:

Accounts receivable 19,454
(26,035 )
Receivables from licensees and other 5,111
(5,757 )
Prepaid and other current assets (4,166 ) (470 )
Accrued interest on notes receivable 1,577
(2,745 )
Inventories (2,285 ) (1,593 )
Other assets 347
30
Accounts payable 1,395
6,740
Accrued liabilities 18,980
10,769
Accrued income taxes 2,432
2,421
Other long-term liabilities 1,055
6,084
Net cash provided by operating activities 58,063
86,065
Cash flows from investing activities

Purchase consideration paid in advance —
(109,938 )
Purchase of investments (23,213 ) (7,985 )
Purchase of investments-other —
(75,000 )
Maturities of investments-other 75,000
—
Proceeds from sales of available-for-sale securities 37,895
1,680
Proceeds from the sale of notes receivables 144,829
��
Purchase of royalty rights - at fair value —
(59,500 )
Proceeds from royalty rights - at fair value 74,404
47,240
Sale of royalty rights - at fair value 108,169
—
Purchase of notes receivable —
(8,000 )
Proceeds from sales of assets held for sale 8,142
54,653
Purchase of property and equipment (1,160 ) —
Net cash provided by / (used in) investing activities 424,066
(156,850 )
Cash flows from financing activities

Payment of debt issuance costs —
(325 )
Repayment of term loan —
(25,000 )
Cash received from noncontrolling interest holder —
250
Payment of anniversary payment (87,007 ) —
Cash paid for purchase of noncontrolling interest (2,170 ) —
Cash dividends paid (21 ) (16,433 )
Repurchase and retirement of common stock (30,000 ) —
Net cash used in financing activities (119,198 ) (41,508 )
Net increase (decrease) in cash and cash equivalents 362,931
(112,293 )
Cash and cash equivalents at beginning of the period 147,154
218,883
Cash and cash equivalents at end of period $ 510,085
$ 106,590

Nine Months Ended September 30,
2017 2016
Supplemental cash flow information

Cash paid for income taxes $ 35,120
$ 50,000
Cash paid for interest $ 7,224
$ 9,930

Supplemental schedule of non-cash investing and financing activities
Warrants received for notes receivable $ —
$ 2,342
Asset held for sale reclassified from notes receivable to other assets $ 10,000
$ —
Extinguishment of notes receivable $ 43,909
$ —
Accrued Anniversary Payment associated with the acquisition of a business $ —
$ 87,007
Accrued contingent consideration associated with the acquisition of a business $ —
$ 47,360



	Six Months Ended June 30,
	2019			2018
Cash flows from operating activities
Net income (loss)	$	2,103		$	(110,694	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of convertible notes	3,876			3,911
Amortization of intangible assets	3,170			12,677
Amortization of right-of-use assets	441			—
Impairment of intangible assets	—			152,330
Change in fair value of royalty rights - at fair value	28,142			(23,933		)
Change in fair value of equity affiliate	(37,907		)	—
Change in fair value of derivative assets	(7,577		)	(74		)
Change in fair value of contingent consideration	—			(22,735		)
Other amortization and depreciation	1,649			2,028
Gain on sale of available-for-sale securities	—			(764		)
Loss on disposal of property and equipment	—			66
Provision for bad debts	(7		)	43
Stock-based compensation expense	3,344			2,218
Deferred income taxes	(125		)	(11,276		)
Changes in assets and liabilities:
Accounts receivable	3,546			11,709
Prepaid and other current assets	1,647			(6,816		)
Accrued interest on notes receivable	—			(150		)
Inventory	1,857			(5,834		)
Other assets	476			(1,531		)
Accounts payable	1,670			(8,679		)
Accrued liabilities	(14,656		)	(11,759		)
Accrued income taxes	9			(1,159		)
Other long-term liabilities	167			666
Net cash used in operating activities	(8,175		)	(19,756		)
Cash flows from investing activities
Proceeds from sales of available-for-sale securities	—			4,116
Proceeds from royalty rights - at fair value	32,726			37,993
Purchase of intangible asset	(1,700		)	—
Investment in equity affiliate	(60,000		)	—
Purchase of property and equipment	(163		)	(3,915		)
Net cash (used in) provided by investing activities	(29,137		)	38,194
Cash flows from financing activities
Repayment of convertible notes	—			(126,447		)
Payment of contingent consideration	(1,071		)	—
Repurchase of Company common stock	(71,266		)	(23,604		)
Net cash used in financing activities	(72,337		)	(150,051		)
Net decrease in cash and cash equivalents	(109,649		)	(131,613		)
Cash and cash equivalents at beginning of the period	394,590			527,266
Cash and cash equivalents at end of period	$	284,941		$	395,653

Supplemental cash flow information
Cash (refunded) paid for income taxes	$	(2,693	)	$	3,980
Cash paid for interest	$	2,063		$	4,591

Supplemental schedule of non-cash investing and financing activities
Assets held for sale reclassified from other assets to intangible assets	$	—		$	1,811

See accompanying notes.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~(Unaudited)

~~(Unaudited)~~

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of PDL Biopharma, Inc. and its subsidiaries (collectively, the “Company” or “PDL”) have been prepared in accordance with Generally Accepted Accounting Principles (United States) (“GAAP”) for interim financial information. The financial statements include all adjustments (consisting only of normal recurring adjustments), that management of the Company believes are necessary for a fair presentation of the periods presented. These interim financial results are not necessarily indicative of results expected for the full fiscal ~~year or for any subsequent interim period.~~year.

The accompanying unaudited Condensed Consolidated Financial Statements and related financial information should be read in conjunction with the Company’s audited Consolidated Financial Statements and the related notes thereto for the year ended December 31, ~~2016~~2018, included in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016,~~2018, filed with the Securities and Exchange Commission (“SEC”) on March ~~1, 2017.~~15, 2019. The Condensed Consolidated Balance Sheet at December 31, ~~2016~~2018, included herein, has been derived from the audited Consolidated Financial Statements at that date, but does not include all disclosures required by GAAP.

~~During~~The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the ~~quarter ended September 30, 2017,~~amounts reported in the ~~Company corrected errors in its~~Condensed Consolidated Financial Statements and accompanying Notes to the Condensed Consolidated Financial Statements. The accounting estimates that require management’s most significant, difficult and subjective judgments include the valuation of royalty rights - at fair value, product revenue recognition and allowance for customer rebates and allowances, the valuation of notes receivable and inventory, the assessment of recoverability of intangible assets and their estimated useful lives, the valuation and recognition of stock-based compensation, the recognition and measurement of current and deferred income tax assets and liabilities, and the valuation of warrants to acquire shares of common stock. Actual results could differ from those estimates.

The Condensed Consolidated Financial Statements included herein include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Based on the nature of the Company’s existing investments and how they are managed, the Company structured its operations in four segments designated as Pharmaceutical, Medical Devices, Strategic Positions and Income Generating Assets. During the second quarter of 2019 the Company made an investment in Evofem Biosciences, Inc. (“Evofem”) and added a new segment designated as Strategic Positions. This had no impact on its prior segment reporting structure.

•

The Company’s Pharmaceutical segment consists of revenue derived from branded prescription medicine products sold under the name Tekturna^® and Tekturna HCT^® in the United States and Rasilez^® and Rasilez HCT^® in the rest of the world and an authorized generic form of Tekturna sold in the United States (collectively, the “Noden Products”). The branded prescription Noden Products were acquired from Novartis in July 2016 (the “Noden Transaction”) by the Company’s wholly-owned subsidiary, Noden Pharma DAC (“Noden DAC”). The Company, through its wholly-owned subsidiary, Noden Pharma USA Inc. (“Noden USA”) launched its authorized generic form of Tekturna in the United States in March 2019.


•	The Company’s Medical Devices segment consists of revenue derived from the LENSAR^® Laser System sales made by the Company’s subsidiary, LENSAR, Inc. (“LENSAR”), which may include equipment, Patient Interface Devices (“PIDs” or “consumables”), procedure licenses, training, installation, warranty and maintenance agreements.

The Company’s Strategic Positions segment consists of an investment in Evofem. The Company’s investment includes shares of common stock and warrants to purchase additional shares of common stock. Evofem is a clinical-stage biopharmaceutical company committed to developing and commercializing innovative products to address unmet needs in women's sexual and reproductive health. Evofem is leveraging its proprietary Multipurpose Vaginal pH Regulator (MVP-R™) platform to develop Amphora® (L-lactic acid, citric acid and potassium bitartrate) for hormone-free birth control.

The Company’s Income Generating Assets segment consists of revenue derived from (i) royalty rights - at fair value, (ii) notes and other long-term receivables, (iii) equity ~~accounts, which decreased deferred tax assets by $20.4 million, decreased retained earnings by $29.9 million~~investments and ~~increased additional paid-in capital by $9.5 million. The Company concluded that these errors are not material to~~(iv) royalties from issued patents in the ~~previously issued financial statements.~~United States and elsewhere covering the humanization of antibodies (“Queen et al. patents”).

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Significant Accounting Policies

~~There have been no material changes to the~~The Company’s significant accounting policies ~~discussed~~are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016, that~~2018. Summarized below and in Note 2, Investment in Evofem Biosciences, Inc., are ~~of significance, or potential significance~~the accounting pronouncements and policies adopted subsequent to ~~the Company.~~December 31, 2018.

Adopted Accounting Pronouncements

Leases

In ~~March~~February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. ~~2016-09,~~ 2016-02,~~Improvements~~ Leases, that supersedes Accounting Standards Codification (“ASC”) 840, Leases. Subsequently, the FASB issued several updates to ~~Employee Share-Based Payment Accounting~~ASU No. 2016-02, codified in ASC Topic 842 (“ASC 842”). The Company adopted ASC 842, ~~, intended~~Leases, on January 1, 2019 using the modified retrospective method for all leases not substantially completed as of the date of adoption. The reported results for the three and six month periods ended June 30, 2019 reflect the application of ASC 842 guidance while the reported results for the three and six month periods ended June 30, 2018 were prepared under the guidance of ASC 840, which is also referred to ~~improve~~herein as “legacy GAAP” or the ~~accounting for share-based payment transactions as part~~“previous guidance”. The cumulative impact of ~~its simplification initiative. The ASU requires entities~~the adoption of ASC 842 was not material, therefore, the Company did not record any adjustments to ~~record all excess tax benefits and tax deficiencies as an income tax benefit or expense in the statement~~retained earnings. As a result of income. The recognition of excess tax benefits and deficiencies and changes to diluted earnings per share are to be applied prospectively. For tax benefits that were not previously recognized because the related tax deduction had not reduced taxes payable,adopting ASC 842, the Company recorded ~~a $7.7~~operating lease right-of-use (“ROU”) assets of $2.1 million ~~cumulative-effect adjustment in retained earnings as~~and operating lease liabilities of $2.1 million, primarily related to corporate office leases, based on the present value of the ~~beginning of 2017,~~future lease payments on the ~~year~~date of adoption. Changes to lessor accounting focused on conforming with certain changes made to lessee accounting and the recently adopted revenue recognition guidance. The adoption of ASC 842 did not materially change how the Company accounts for lessor arrangements.

Policy Elections and Practical Expedients Taken

For leases that commenced before the effective date of ASC 842, the Company elected the practical expedients to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases.

The Company ~~applied~~adopted a policy of expensing short-term leases, defined as 12 months or less, as incurred.

The Company has a policy to exclude from the ~~presentation changes~~consideration in a lessor contract all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific lease revenue-producing transaction and collected by the Company from a lessee.

General

The Company determines if an arrangement is a lease or contains an embedded lease at inception. The Company has lease arrangements with lease and non-lease components, which are accounted for ~~excess tax benefits from financing activities to~~separately.

Lessee arrangements

Lessee operating ~~activities~~leases are included in Other assets, Accrued liabilities, and Other long-term liabilities in the ~~statement of cash flows using a prospective transition method. The guidance allows for an election to recognize forfeitures as they occur rather than on an estimated basis.~~Company’s Condensed Consolidated Balance Sheet. The Company does not have lessee financing leases.

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when readily determinable at lease inception. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s remaining lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will ~~continue to account~~exercise that option. Lease expense for ~~forfeitures~~lease payments is recognized on ~~an estimated basis. During the nine months ended September 30, 2017, there were $0.2 million excess tax benefits recognized in the Consolidated Statement of Income and classified~~a straight-line basis as an operating ~~activity~~expense in the Condensed Consolidated ~~Statement~~Statements of ~~Cash Flows.~~Operations over the lease term.

Lessor arrangements

The Company leases medical device equipment to customers in both operating lease and sales-type lease arrangements generated from its Medical Devices segment.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

For sales-type leases, the Company derecognizes the carrying amount of the underlying asset and capitalizes the net investment in the lease, which consists of the total minimum lease payments receivable from the lessee, at lease inception. The Company does not estimate an unguaranteed residual value of the equipment at lease termination because the equipment transfers to the lessee upon completion of the lease. Selling profit or loss is recognized at lease inception. Initial direct costs are recognized as an expense, unless there is no selling profit or loss. If there is no selling profit or loss, initial direct costs are deferred and recognized over the lease term. The Company recognizes interest income from the lease receivable over the lease term in Interest and other income, net in the Condensed Consolidated Statements of Operations.

For operating leases, rental income is recognized on a straight-line basis over the lease term. The cost of customer-leased equipment is recorded within Property and equipment, net in the accompanying Condensed Consolidated Balance Sheets and depreciated over the equipment’s estimated useful life. Depreciation expense associated with the leased equipment under operating lease arrangements is reflected in Cost of product revenue in the accompanying Condensed Consolidated Statements of Operations. Some of the Company’s operating leases include a purchase option for the customer to purchase the leased asset at the end of the lease arrangement. The Company manages its risk on its investment in the equipment through pricing and the term of the leases. Lessees do not provide residual value guarantees on leased equipment. Equipment returned to the Company may be leased or sold to other customers. Initial direct costs are deferred and recognized over the lease term.

Leases are generally not cancellable until after an initial term and may or may not require the customer to purchase a minimum number of procedures and consumables throughout the contract term.

For lease arrangements with lease and non-lease components where the Company is the lessor, the Company allocates the contract’s transaction price to the lease and non-lease components on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. Allocation of the transaction price is determined at the inception of the lease arrangement. The Company’s leases primarily consist of leases with fixed lease payments. For those leases with variable lease payments, the variable lease payment is typically based upon use of the leased equipment or the purchase of procedure licenses and consumables used with the leased equipment. Non-lease components are accounted for under ASC 606, Revenue from Contracts with Customers. For additional information regarding ASC 606, see Note 15, Revenue from Contracts with Customers.

Intangibles-Goodwill and Other

In January 2017, the FASB issued ASU ~~No. 2017-01,~~2017-04, ~~Clarifying~~Intangibles-Goodwill and Other: Simplifying the ~~Definition of a Business~~Test for Goodwill Impairment, ~~included in ASC 805,~~ ~~Business Combinations~~,to simplify the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the amendments, an entity will recognize an impairment charge for the amount by which ~~revises~~ the ~~definition of a business.~~carrying value exceeds the fair value. The ~~revised definition clarifies that outputs must be the result of inputs and substantive processes that provide goods or services to customers, other revenue, or investment income. The guidance will be~~amendments are effective for ~~the Company's annual~~fiscal years and interim ~~reporting~~ periods within those years beginning ~~January 1, 2018,~~after December 15, 2019 on a prospective basis and early adoption is permitted. The Company adopted the ~~new definition~~requirements of ~~a business during the first quarter of 2017, and it~~ASU No. 2017-04 on January 1, 2019. The adoption did not have ~~a material impact~~an effect on ~~its business practices, financial condition, results of operations, or disclosures.~~the Company’s Consolidated Financial Statements on the adoption date.

Recently Issued Accounting Pronouncements ~~Not Yet Adopted~~

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers. The new standard can be applied either retrospectively to each prior reporting period presented (i.e., full retrospective adoption) or with the cumulative effect of~~

initially applying the update recognized at the date of the initial application (i.e., modified retrospective adoption) along with additional disclosures. Revenue from financial instruments which are valued under Subtopic 825 will not be subject to the application of ASU 2014-09. As a result, the Company believes that Royalty Rights - At Fair Value are financial instruments within the scope of Subtopic 825 and will be specifically exempted from applying the new revenue standard.

This new standard will replace most of the existing revenue recognition guidance in GAAP when it becomes effective. The new standard, as amended, becomes effective for the Company in the first quarter of fiscal year 2018. The Company currently anticipates adopting this standard using the full retrospective method to restate each prior period presented.

The new revenue standard is principle based and interpretation of those principles may vary from company to company based on their unique circumstances. It is possible that interpretation, industry practice, and guidance may evolve as companies and the accounting profession work to implement this new standard. The Company is still in the process of evaluating the effect of the new standard on the Company’s historical financial statements and disclosures. While the Company has not completed its evaluation, the Company currently believes that the impact to revenue and expense recognized will not be material to any of the years presented. As the Company completes its evaluation of this new standard, new information may arise that could change the Company’s current understanding of the impact to revenue and expense recognized.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases~~, which seeks to increase transparency and comparability among organizations by, among other things, recognizing lease assets and lease liabilities on the balance sheet for leases classified as operating leases under previous GAAP and disclosing key information about leasing arrangements. ASU No. 2016-02 becomes effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the provisions of ASU No. 2016-02 and assessing the impact, if any, it may have on the Company’s Condensed Consolidated Financial Statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The new guidance amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. ASU No. 2016-13 has an effective date of the fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating ~~ASU 2016-13 and assessing~~ the impact ~~if any, it may have to the Company’s consolidated results~~ of ~~operations, financial position and cash flows.~~this guidance on its Consolidated Financial Statements.

In August ~~2016,~~2018, the FASB issued ASU No. ~~2016-15,~~2018-13, ~~Classification of Certain Cash Receipts and Cash Payments~~Fair Value Measurement. The new ~~standard provides for specific~~ guidance ~~how certain transactions~~modifies disclosure requirements related to fair value measurement. The amendments in ASU No. 2018-13 are ~~classified in the statement of cash flows. ASU 2016-15 is~~ effective for fiscal years, and interim periods ~~with~~within those fiscal years, beginning after December 15, ~~2017.~~2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption of any removed or modified disclosures upon issuance of ASU No. 2018-13 while delaying adoption of the additional disclosures until their effective date. The Company is currently evaluating ~~ASU 2016-15 and assessing~~ the impact ~~if any, it may have to~~of this guidance on the ~~Company’s Condensed~~its Consolidated Financial Statement ~~of Cash Flows.~~disclosures.

In ~~October 2016,~~August 2018, the FASB issued ASU No. ~~2016-16,~~2018-15, ~~Intra-Entity Transfers of Assets Other Than Inventory~~Intangibles-Goodwill and Other-Internal-Use Software~~, which requires companies to account~~. The new guidance reduces complexity for the ~~income tax effects~~accounting for costs of ~~intercompany sales~~implementing a cloud computing service arrangement and ~~transfers of assets other than inventory~~aligns the

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the ~~period~~requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). For public companies, the amendments in ~~which the transfer occurs. The new standard is~~ASU No. 2018-15 are effective for ~~public business entities for annual~~fiscal years, and interim periods within those fiscal years, beginning after December 15, ~~2017 (i.e. 2018 for a calendar-year entity). Early~~2019, with early adoption ~~is permitted for all entities as of the beginning of an annual period. The guidance is to~~permitted. Implementation should be applied ~~using a modified retrospective approach with a cumulative catch-up adjustment~~either retrospectively or prospectively to ~~opening retained earnings in~~all implementation costs incurred after the ~~period~~date of adoption. The Company is currently ~~analyzing~~evaluating the impact of ~~ASU No. 2016-16~~this guidance on the Company’s Consolidated Financial Statements.

2. Investment in Evofem Biosciences, Inc.

Equity Investment in Evofem Biosciences, Inc.

On April 10, 2019, the Company entered into a securities purchase agreement with Evofem and two other purchasers, pursuant to which the Company purchased $60.0 million of Evofem securities in a private placement. The transaction was structured in two tranches.

The first tranche closed on April 11, 2019, pursuant to which the Company invested $30.0 million to purchase 6,666,667 shares of Evofem common stock at $4.50 per share and was also issued warrants to purchase up to 1,666,667 shares of Evofem common stock exercisable for seven years beginning six months after the issuance date at an exercise price of $6.38 per share.

The second tranche closed on June 10, 2019, pursuant to which the Company invested an additional $30.0 million to purchase an additional 6,666,667 shares of Evofem common stock at $4.50 per share and was also issued warrants to purchase up to an additional 1,666,667 shares of Evofem common stock with the same terms as the warrants issued in the first tranche. Following the closing of the second tranche, the Company appointed one member to Evofem’s Board of Directors and has a limited right to have one board observer participate in Evofem board meetings.

The Company has registration rights on customary terms for all Evofem shares issued under the securities purchase agreement, including the shares underlying the warrants.

As of June 30, 2019, the Company owned approximately 29% of Evofem’s common stock. The Company’s investment in Evofem qualifies for equity method accounting given its percentage ownership in Evofem and the ability to exercise significant influence. The Company elected the fair value method to account for its investment in Evofem as it believes it better reflects economic reality, the financial reporting of the investment and the current value of the asset. Changes in fair value of the Evofem equity investment are presented in Non-operating income (expense), net on the Condensed Consolidated Statements of Operations. Because the mark to market valuation will occur at the end of each quarterly reporting period, changes in fair value will vary based upon the volatility of the stock price. The Evofem equity investment is presented on the Condensed Consolidated Balance Sheet as an Investment in equity affiliate and reflects the fair value of the equity investment at the end of the reporting period.

For the three and six months ended June 30, 2019, the Company has recognized an unrealized gain of $45.5 million, of which $37.9 million was related to Evofem common stock and $7.6 million was related to Evofem warrants.

Following are condensed consolidated balance sheet data for Evofem as of June 30, 2019:



(in thousands)	June 30, 2019
	(unaudited)

Current assets	$	52,849
Non-current assets	$	1,566
Current liabilities	$	18,623
Non-current liabilities	$	—
Total stockholders’ equity	$	35,792

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Following are condensed consolidated statements of operations data for Evofem for the three and six months ended June 30, 2019:



	Three months ended			Six months ended
(in thousands)	June 30, 2019			June 30, 2019
	(unaudited)			(unaudited)

Revenues	$	—		$	—
Operating loss	$	(11,941	)	$	(25,573	)
Net loss	$	(35,450	)	$	(53,518	)

3. Cash and Cash Equivalents

As of June 30, 2019 and December 31, 2018the Company had invested its excess cash balances primarily in money market funds. The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments.

The following table summarizes the Company’s cash and cash equivalents by significant investment category as of June 30, 2019 and December 31, 2018:



(in thousands)	June 30, 2019		December 31, 2018

Cash	$	55,987	$	167,871
Money market funds	228,954		226,719
Total	$	284,941	$	394,590

The Company recognized zero and $0.8 million of gains on sales of available-for-sale securities in the three and six months ended June 30, 2018, respectively. As of June 30, 2019 and December 31, 2018the Company had no available-for-sale securities.

4. Inventories

Inventories consisted of the following:



(in thousands)	June 30, 2019		December 31, 2018

Raw materials	$	6,023	$	6,214
Work in process	2,629		549
Finished goods	7,611		12,179
Total inventory	$	16,263	$	18,942

As of June 30, 2019 and December 31, 2018, the Company deferred approximately $0.1 million and $0.5 million, respectively, of costs associated with inventory transfers made under the Company’s third party logistic provider service arrangement. These costs have been recorded as Prepaid and other current assets on the Company’s Condensed Consolidated ~~Financial Statements.~~

~~In November 2016, the FASB issued ASU No. 2016-18,~~ ~~Restricted Cash, which requires entities to show the changes in total~~Balance Sheets as of ~~cash, cash equivalents, restricted cash~~June 30, 2019 and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions on the balance sheet. The reconciliation can either be presented either on the face of the statement of cash flows or in the notes to the financial statements. The new standard is effective for public business entities for fiscal years beginning after December ~~15, 2017 and interim periods therein and is to be applied retrospectively. Early adoption is permitted.~~31, 2018. The Company will recognize the cost of product sold as inventory is ~~currently analyzing the impact of ASU No. 2016-18 on the Company’s Condensed Consolidated Financial Statements.~~

~~2. Net Income per Share~~

Three Months Ended Nine Months Ended
September 30, September 30,
Net Income per Basic and Diluted Share: 2017 2016 2017 2016
(in thousands except per share amounts)

Numerator
Income attributable to PDL’s shareholders used to compute net income per basic and diluted share $ 20,732
$ 13,907
$ 88,412
$ 73,942

Denominator

Total weighted average shares used to compute net income attributable to PDL’s shareholders, per basic share 151,146
163,856
156,802
163,771
Restricted stock outstanding 1,171
429
727
304
Shares used to compute net income attributable to PDL’s shareholders, per diluted share 152,317
164,285
157,529
164,075

Net income attributable to PDL’s shareholders per share - basic $ 0.14
$ 0.08
$ 0.56
$ 0.45
Net income attributable to PDL’s shareholders per share - diluted $ 0.14
$ 0.08
$ 0.56
$ 0.45

The Company computes net income per diluted share using the sum of the weighted-average number of common and common equivalent shares outstanding. Common equivalent shares used in the computation of net income per diluted share include shares that may be issued pursuant to outstanding stock options and restricted stock awards, the 4.0% Convertible Senior Notes due February 1, 2018 (the “February 2018 Notes”) and the 2.75% Convertible Senior Notes due December 1, 2021 (the “December 2021 Notes”), in each case, on a weighted average basis for the period that the notes were outstanding, including the effect of adding back interest expense and the underlying shares using the if converted method.

~~February 2018 Notes Purchased Call Option and Warrant Potential Dilution~~

~~The Company excluded~~transferred from its calculation of net income per diluted share 12.2 million and 23.8 million shares for the three and nine months ended September 30, 2017 and 2016, respectively, for warrants issued in February 2014, because the exercise price of the warrants exceeded the volume-weighted average share price (“VWAP”) of the Company’s common stock and conversion of the underlying February 2018 Notes is not assumed, therefore no stock would be issuable upon conversion; however, these securities could be dilutive in future periods. The purchased call options issued in February 2014 will always be anti-dilutive; therefore 13.8 million and 26.9 million shares were excluded from the calculation of net income per diluted share for the three and nine months ended September 30, 2017 and 2016, respectively, and were excluded from the calculation of net income per diluted share. For information related to the conversion rates on the Company’s convertible debt, see Note 12.

~~December 2021 Notes Capped Call Potential Dilution~~

In November 2016, the Company issued $150.0 million in aggregate principal of the December 2021 Notes, which provide in certain situations for the conversion of the outstanding principal amount of the December 2021 Notes into shares of the Company’s common stock at a predefined conversion rate. For additional information on the conversion rates on the Company’s convertible debt, see Note 12. In conjunction with the issuance of the December 2021 Notes, the Company entered into a capped call transaction with a hedge counterparty. The capped call transaction is expected generally to reduce the potential dilution, and/or offset, to an extent, the cash payments the Company may choose to make in excess of the principal amount, upon conversion of the December 2021 Notes. The Company has excluded the capped call transaction from the diluted EPS computation as such securities would have an antidilutive effect and those securities should be considered separately rather than in the aggregate in determining whether their effect on diluted EPS would be dilutive or antidilutive. For additional information regarding the capped call transaction relatedthird-party logistics provider to the Company’s ~~December 2021 Notes, see Note 12.~~

~~Anti-Dilutive Effect of Restricted Stock Awards and Stock Options~~

For the three months ended September 30, 2017 and 2016, the Company excluded approximately 1.8 million and 1.2 million shares underlying restricted stock awards, respectively, and for the nine months ended September 30, 2017 and 2016, the

Company excluded approximately 1.9 million and 1.1 million shares underlying restricted stock awards, respectively, calculated on a weighted average basis, from its net income per diluted share calculations because their effect was anti-dilutive.

For the three months ended September 30, 2017 and 2016, the Company excluded approximately 126,000 and zero shares underlying outstanding stock options, respectively, and for the nine months ended September 30, 2017 and 2016, the Company excluded approximately 59,000 and zero shares underlying outstanding stock options, respectively, calculated on a weighted average basis, its our net income per diluted share calculations because their effect was anti-dilutive.customers.

3.5. Fair Value Measurements

The fair value of the Company’s financial instruments are estimates of the amounts that would be received if the Company were to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date or exit price. The assets and liabilities are categorized and disclosed in one of the following three categories:

Level 1 – based on quoted market prices in active markets for identical assets and liabilities;

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Level 2 – based on observable inputs other than quoted ~~market~~ prices in active markets for ~~similar~~identical assets and liabilities, ~~using~~quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable ~~market-based inputs~~ or ~~unobservable market-based inputs~~can be corroborated by observable market ~~data;~~data for substantially the full term of the assets or liabilities; and

Level 3 – based on unobservable inputs using management’s best estimate and assumptions when inputs are unavailable.

Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The following ~~tables present~~table presents the fair value of the Company’s financial instruments measured at fair value on a recurring basis by level within the valuation ~~hierarchy.~~hierarchy:

�� September 30, 2017 December 31, 2016
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
(In thousands)
Financial assets:
Money market funds $ 14,705
$ —
$ —
$ 14,705
$ 4
$ —
$ —
$ 4
Certificates of deposit —
—
—
—
—
75,000
—
75,000
Commercial paper —
2,060
—
2,060
—
19,987
—
19,987
Corporate securities 4,349
—
—
4,349
—
—
—
—
Warrants —
49
—
49
—
78
—
78
Royalty rights - at fair value —
—
351,969
351,969
—
—
402,318
402,318
Total $ 19,054
$ 2,109
$ 351,969
$ 373,132
$ 4
$ 95,065
$ 402,318
$ 497,387

Financial liabilities:

Anniversary payment $ —
$ —
$ —
$ —
$ —
$ —
$ 88,001
$ 88,001
Contingent consideration —
—
45,000
45,000
—
—
42,650
42,650
Total $ —
$ —
$ 45,000
$ 45,000
$ —
$ —
$ 130,651
$ 130,651



	June 30, 2019								December 31, 2018
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Financial assets:
Money market funds	$	228,954	$	—	$	—	$	228,954	$	226,719	$	—	$	—	$	226,719
Corporate securities⁽¹⁾	88,533		—		—		88,533		—		—		—		—
Warrants⁽²⁾	—		17,013		—		17,013		—		62		—		62
Royalty rights - at fair value	—		—		315,642		315,642		—		—		376,510		376,510
Total	$	317,487	$	17,013	$	315,642	$	650,142	$	226,719	$	62	$	376,510	$	603,291

Financial liabilities:
Contingent consideration, current⁽³⁾	$	—	$	—	$	—	$	—	$	—	$	—	$	1,071	$	1,071
Total	$	—	$	—	$	—	$	—	$	—	$	—	$	1,071	$	1,071

___________________


⁽¹⁾	Corporate securities are classified as “Investment in equity affiliate” on the Condensed Consolidated Balance Sheet.


⁽²⁾	Warrants are included in “Other assets” on the Condensed Consolidated Balance Sheets.


⁽³⁾	Contingent consideration, current is classified as “Accrued liabilities” on the Condensed Consolidated Balance Sheet.

As of December 31, 2016, the Company held $75.0 million in a short-term certificate of deposit, which was designated as cash collateral for the letter of credit issued with respect to the first anniversary payment under the Noden Purchase Agreement (as defined in Note 18 below). On July 3, 2017, the first anniversary payment of $89.0 million was paid pursuant to the Noden Purchase Agreement and on July 31, 2017, the certificate of deposit matured. There have been no transfers between levels during the ~~three or nine-month~~ periods ~~ended September 30, 2017 and December 31,~~ ~~2016~~.presented in the table above. The Company recognizes transfers between levels on the date of the event or change in circumstances that caused the transfer.

Money Market Funds - The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments.

~~Certificates~~Corporate Securities - Corporate securities consists of ~~Deposit~~common stock shares of Evofem, a clinical-stage biopharmaceutical company listed on Nasdaq. For additional information on the Evofem investment, see Note 2, Investment in Evofem.

~~The fair value of the certificates of deposit is determined using quoted market prices for similar instruments and non-binding market prices that are corroborated by observable market data.~~

~~Commercial Paper~~

Commercial paper securities consist primarily of U.S. corporate debt holdings. The fair value of commercial paper securities is estimated using recently executed transactions or market quoted prices, where observable. Independent pricing sources are also used for valuation.

~~Corporate Securities~~

~~Corporate securities consist primarily of U.S. corporate security holdings. The fair value of corporate securities is estimated using market quoted prices.~~

Warrants

- Warrants consist ~~primarily~~ of ~~purchased call options~~rights to ~~buy U.S. corporate equity holdings~~purchase shares of common stock in Evofem and ~~derivative assets acquired as part of note receivable investments.~~CareView Communications, Inc. (“CareView”), see Note 2, Investment in Evofem, and Note 6, Notes and Other Long-Term Receivables. The fair value of the warrants is estimated using recently quoted market prices ~~or estimated fair value~~ of the underlying equity security and the Black-Scholes option pricing model.

Royalty Rights - At Fair Value

~~Depomed~~Assertio (Depomed) Royalty Agreement

On October 18, 2013, the Company entered into the Royalty Purchase and Sale Agreement (the ~~“Depomed~~“Assertio Royalty Agreement”) with Assertio Therapeutics, Inc. (formerly known as Depomed, Inc.), and Depo DR Sub, LLC (together, ~~“Depomed”~~“Assertio”), whereby the Company acquired the rights to receive royalties and milestones payable on sales of five Type 2 diabetes products licensed

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

by ~~Depomed~~Assertio in exchange for a $240.5 million cash payment. Total consideration was $241.3 million, which was comprised of the $240.5 million cash payment to ~~Depomed~~Assertio and $0.8 million in transaction costs.

The rights acquired include ~~Depomed’s~~Assertio’s royalty and milestone payments accruing from and after October 1, 2013: (a) from Santarus, Inc. (“Santarus”) ~~(which~~, which was subsequently acquired by Salix Pharmaceuticals, Inc. (“~~Salix)~~Salix”), which itself was acquired by Valeant Pharmaceuticals International, Inc. (“Valeant”), which, in July 2018, changed its name to Bausch Health Companies Inc. (“Bausch Health”) with respect to sales of Glumetza (metformin HCL extended-release tablets) in the United States; (b) from Merck & Co., Inc. with respect to sales of Janumet^® XR (sitagliptin and metformin HCL extended-release tablets); (c) from Janssen Pharmaceutica N.V. with respect to potential future development milestones and sales of its ~~recently~~ approved fixed-dose combination of Invokana^® ~~(canagliflozin)~~(canagliflozin, a sodium glucose cotransporter 2 (SGLT2) inhibitor) and extended-release metformin tablets, marketed as Invokamet XR^®; (d) from Boehringer Ingelheim and Eli Lilly and Company with respect to potential future development milestones and sales of the investigational fixed-dose combinations of drugs and extended-release metformin subject to ~~Depomed’s~~Assertio’s license agreement with Boehringer Ingelheim, including its ~~recently~~ approved ~~product,~~products, Jentadueto XR^® and Synjardy XR^®; and (e) from LG Life Sciences and ~~Valeant~~Bausch Health for sales of extended-release metformin tablets in Korea and Canada, respectively.

~~Under~~In February 2013, a generic equivalent to Glumetza was approved by the U.S. Food and Drug Administration (“FDA”) and in August 2016, two additional generic equivalents to Glumetza were approved by the FDA. In February 2016, Lupin Pharmaceuticals, Inc., in August 2017, Teva Pharmaceutical Industries Ltd., and in July 2018, Sun Pharmaceutical, Inc. (“Sun”) each launched a generic equivalent approved product. In May 2017, the Company received notification that a subsidiary of Valeant had launched an authorized generic equivalent product in February 2017, and the Company received royalties on such authorized generic equivalent product under the same terms as the branded Glumetza product, retroactive to February 2017. The Company continues to monitor whether the generic competition further affects sales of Glumetza and thus royalties on such sales paid to the Company, and the impact of the ~~Depomed~~launched authorized generic equivalent. Due to the uncertainty around Bausch Health’s marketing and pricing strategy, as well as Sun’s recently launched generic product and limited historical demand data after generic market entrance, the Company may need to further evaluate future cash flows in the event of more rapid reduction or increase in market share of Glumetza and its authorized generic equivalent product and/or a further erosion in net pricing.

The Company determined that its royalty purchase interest in Depo DR Sub, LLC represented a variable interest in a variable interest entity. However, the Company did not have the power to direct the activities of Depo DR Sub, LLC that most significantly impact Depo DR Sub, LLC’s economic performance and was not the primary beneficiary of Depo DR Sub, LLC; therefore, Depo DR Sub, LLC was not subject to consolidation by the Company.

On August 2, 2018, PDL Investment Holding, LLC (“PDLIH”), a wholly-owned subsidiary of the Company and assignee from the Company under the Assertio Royalty Agreement, entered into an amendment to the Assertio Royalty Agreement with Assertio. Pursuant to the amendment, PDLIH purchased all of Assertio’s remaining interests in royalty and milestone payments payable on sales of Type 2 diabetes products licensed by Assertio for $20.0 million. Prior to the amendment, the Assertio Royalty Agreement provided that the Company ~~receives~~would have received all royalty and milestone payments due under license agreements between ~~Depomed~~Assertio and its licensees until the Company ~~has~~ received payments equal to two times the cash payment it made to ~~Depomed,~~Assertio, or approximately $481.0 million, after which all net payments received by ~~Depomed will be~~Assertio would have been shared ~~evenly~~equally between the Company and ~~Depomed.~~Assertio. Following the amendment, the Assertio Royalty Agreement provides that the Company will receive all royalty and milestone payments due under the license agreements between Assertio and its licensees. The Company has elected to continue to follow the fair value option and carry the financial asset at fair value.

The ~~Depomed~~Assertio Royalty Agreement terminates on the third anniversary following the date upon which the later of the following occurs: (a) October 25, 2021, or (b) at such time as no royalty payments remain payable under any license agreement and each of the license agreements has expired by its terms.

As of ~~September 30, 2017, and~~ December 31, ~~2016,~~2018, in conjunction with the amendment described above, the Company ~~determined that its royalty purchase interest in Depo DR Sub represented a variable interest in a variable interest entity. However, the Company does not have~~was provided the power to direct the activities of Depo DR Sub, ~~that most significantly impact Depo DR Sub’s economic performance~~LLC and is ~~not~~ the primary beneficiary of Depo DR ~~Sub;~~Sub, LLC; therefore, Depo DR Sub, LLC is ~~not~~ subject to consolidation by the Company. As of June 30, 2019, Depo DR Sub, LLC did not have any assets or liabilities of value for consolidation with the Company.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

In October 2018, PDL submitted notice of its intent to exercise its audit right under the Assertio Royalty Agreement with respect to Glumetza royalties for the period beginning January 1, 2016 and ending December 31, 2018. No material adjustments were identified in connection with this audit.

The financial asset acquired represents a single unit of accounting. ~~The fair value of the financial asset acquired was determined by using a discounted cash flow analysis related to the expected future cash flows to be generated by each licensed product.~~ This financial asset is classified as a Level 3 asset within the fair value hierarchy, as the Company’s valuation utilized significant unobservable inputs, including estimates as to the probability and timing of future commercialization for products not yet approved by regulatory agencies outside of the ~~U.S. Food and Drug Administration (“FDA”) or other regulatory agencies.~~United States. The estimated fair value of the financial asset acquired was determined by using a discounted cash flow analysis related to the expected future cash flows to be generated by each licensed product. The discounted cash flows are based upon expected royalties from sales of licensed products over ~~a nine-year~~approximately an eight-year period. ~~The discount rates utilized range from approximately 15% to 25%. Significant judgment is required in selecting appropriate discount rates. At September 30,~~

2017, an evaluation was performed to assess those rates and general market conditions potentially affecting the fair market value. Should these discount rates increase or decrease by 2.5%, the fair value of the asset could decrease by $12.5 million or increase by $14.0 million, respectively. A third-party expert was engaged to help management develop its original estimate of the expected future cash flows. The estimated fair value of the asset is subject to variation should those cash flows vary significantly from ~~those~~the Company’s estimates. The Company periodically assesses the expected future cash flows and to the extent such payments are greater or less than its initial estimates, or the timing of such payments is materially different than the original estimates, the Company will adjust the estimated fair value of the asset. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase or decrease by ~~$5.6~~$6.6 million, respectively. Significant judgment is required in selecting appropriate discount rates. The discount rates utilized range from 10% to 24%. Should these discount rates increase or decrease by 2.5%, the fair value of the asset could decrease by $22.2 million or increase by $26.3 million, respectively.

When the Company acquired the Depomed royalty rights, Glumetza was marketed by Santarus. In January 2014, Salix acquired Santarus and assumed responsibility for commercializing Glumetza, which was generally perceived to be a positive development becauseAs of Salix’s larger sales force and track record in the successful commercialization of therapies. In late 2014, Salix made a number of disclosures relating to an excess of supply at the distribution level of Glumetza and other drugs that it commercialized and the practices leading to this excess of supply which were under review by Salix’s audit committee in relation to the related accounting practices. Because of these disclosures and the Company’s lack of direct access to information as to the levels of inventory of Glumetza in the distribution channels, the Company commenced a review of all public statements by Salix, publicly available historical third-party prescription data, analyst reports and other relevant data sources. The Company also engaged a third-party expert to specifically assess estimated inventory levels of Glumetza in the distribution channel and to ascertain the potential effects those inventory levels may have on expected future cash flows. Salix was acquired by Valeant in early April 2015. In mid-2015, Valeant implemented two price increases on Glumetza. At year-end 2015, a third-party expert was engaged by the Company to assess the impact of the Glumetza price adjustments and near-term market entrance of generic equivalents to the expected future cash flows. Based on the analysis performed, management revised the underlying assumptions used in the discounted cash flow analysis at year-end 2015. In February and August of 2016, a total of three generic equivalents to Glumetza were approved to enter the market. In February 2016, Lupin Pharmaceuticals, Inc. launched a generic equivalent approved product. To date, the other two generic equivalent approved products have not launched.

In May 2017, the Company received notification that a subsidiary of Valeant had launched an authorized generic equivalent product in February 2017, and the Company received royalties on such authorized generic equivalent product under the same terms as the branded Glumetza, retroactive to February 2017.

At June 30, 2017, management re-evaluated, with assistance of a third-party expert, the market share data, the gross-to-net revenue adjustment assumptions and Glumetza demand data, including the delay in launch of additional generic equivalent products and the entry of an authorized generic product by Valeant. These data and assumptions are based on available but limited information. At September 30, 2017, management updated the expected future cash flows based on the current period demand and supply data of Glumetza and the authorized generic equivalent product launched by Valeant.

~~As of September 30, 2017,~~2019, the Company’s discounted cash flow analysis reflects its expectations as to the amount and timing of future cash flows up to the valuation date ~~including future cash flows~~ for the authorized generic equivalent product. The Company continues to monitor whether the generic competition further affects sales of Glumetza and thus royalties on such sales paid to the Company, and the impact of the launched authorized generic equivalent. Due to the uncertainty around Valeant’s marketing and pricing strategy, as well as the recent generic competition and limited historical demand data after generic market entrance, the Company may need to further evaluate future cash flows in the event of more rapid reduction or increase in market share of Glumetza and its authorized generic equivalent product and/or a further erosion in net pricing. In February 2016, at the Company’s request and pursuant to the Depomed Royalty Agreement, Depomed exercised its audit right with respect to Glumetza royalties. The independent auditors engaged to perform theabove described royalty audit completed it in July 2017, and based upon the results of the audit, Depomed, on behalf of the Company, filed a lawsuit on September 7, 2017, against Valeant and one of its subsidiaries, claiming damages for unpaid royalties, fees and interest. Valeant, Depomed and the Company entered into a settlement agreement on October 27, 2017 whereby the parties agreed to dismiss the litigation, with prejudice, and Valeant agreed to pay to Depomed $13.0 million. The settlement payment was transferred to the Company under the terms of the Depomed Royalty Agreement in November of 2017 and has been reflected in the Depomed royalty rights asset discounted cashflow valuation as of September 30, 2017.

On May 31, 2016, the Company obtained a notification indicating that the FDA approved Jentadueto XR for use in patients with Type 2 diabetes. In June 2016, the Company received a $6.0 million FDA approval milestone pursuant to the terms of the Depomed Royalty Agreement. The product approval was earlier than initially expected. Based on the FDA approval and anticipated timing of the product launch, the Company adjusted the timing of future cash flows and discount rate used in the discounted cash flow model at June 30, 2016. Management re-evaluated, with assistance of a third-party expert, the cash flow

assumptions for Jentadueto XR and revised the discounted cash flow model. As of September 30, 2017, the Company’s discounted cash flow analysis reflects its expectations as to the amount and timing of future cash flows up to the valuation date.

On September 21, 2016, the Company obtained a notification indicating that the FDA approved Invokamet XR for use in patients with Type 2 diabetes. The product approval triggered a $5.0 million approval milestone payment to the Company pursuant to the terms of the Depomed Royalty Agreement. Based on the FDA approval and timing of the product launch, the Company adjusted the timing of future cash flows and discount rate used in the discounted cash flow model at September 30, 2017.

On December 13, 2016, the Company obtained a notification indicating that the FDA approved Synjardy XR for use in patients with Type 2 diabetes. The product approval triggered a $6.0 million approval milestone payment to the Company pursuant to the terms of the Depomed Royalty Agreement. Based on the FDA approval and expected product launch, the Company adjusted the timing of future cash flows and discount rate used in the discounted cash flow model at September 30, 2017. In April 2017, Boehringer Ingelheim launched Synjardy XR.streams.

As of ~~September~~June 30, ~~2017,~~2019, the fair value of the asset acquired as reported in the Company’s Condensed Consolidated Balance Sheet was ~~$222.7~~$263.9 million and the maximum loss exposure was ~~$222.7~~$263.9 million.

VBViscogliosi Brothers Royalty Agreement

On June 26, 2014, the Company entered into a Royalty Purchase and Sale Agreement (the “VB Royalty Agreement”) with Viscogliosi Brothers, LLC (“VB”), whereby VB conveyed to the Company the right to receive royalties payable on sales of a spinal implant that has received pre-market approval from the FDA held by VB and commercialized by Paradigm Spine, LLC (“Paradigm Spine”), in exchange for a $15.5 million cash payment, less fees. Paradigm Spine was acquired in March 2019 by RTI Surgical Holdings, Inc.

The royalty rights acquired ~~includes~~include royalties accruing from and after April 1, 2014. Under the terms of the VB Royalty Agreement, the Company receives all royalty payments due to VB pursuant to certain technology transfer agreements between VB and Paradigm Spine until the Company has received payments equal to 2.3 times the cash payment made to VB, after which all rights to receive royalties will be returned to VB. ~~VB may~~VB’s ability to repurchase the royalty right ~~at any time on or before June 26, 2018,~~ for a specified ~~amount. The chief executive officer of Paradigm Spine is one of the owners of VB. The Paradigm Spine Credit Agreement and the VB Royalty Agreement were negotiated separately.~~amount expired on June 26, 2018.

The estimated fair value of the royalty ~~right~~rights at ~~September~~June 30, ~~2017,~~2019, was determined by using a discounted cash flow analysis related to the expected future cash flows to be received. This asset is classified as a Level 3 asset, as the Company’s valuation utilized significant unobservable inputs, including estimates as to the probability and timing of future sales of the licensed product. The discounted cash flow was based upon expected royalties from sales of licensed product over approximately a nine-year period. The ~~discount rate utilized was approximately 17.5%. Significant judgment is required in selecting the appropriate discount rate. Should this discount rate increase or decrease by 2.5%, the~~estimated fair value of ~~this~~the asset ~~could decrease by $1.2 million~~is subject to variation should those cash flows vary significantly from the Company’s estimates. The Company periodically assesses the expected future cash flows and to the extent such payments are greater or ~~increase by $1.3 million, respectively.~~less than its initial estimates, or the timing of such payments is materially different than the original estimates, the Company will adjust the estimated fair value of the asset. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase or decrease by $0.4 million, respectively. ~~A third-party expert~~Significant judgment is required in selecting the appropriate discount rate. The discount rate utilized was ~~engaged to assist management with~~15.0%. Should this discount rate increase or decrease by 2.5%, the ~~development of its estimate of the expected future cash flows, when deemed necessary. The~~ fair value of ~~the~~this asset is subject to variation should those cash flows vary significantly from the Company’s estimates. At each reporting period, an evaluation is performed to assess those estimates, discount rates utilized and general market conditions affecting fair market value.could decrease by $1.3 million or increase by $1.5 million, respectively.

As of ~~September~~June 30, ~~2017,~~2019, the Company’s discounted cash flow analysis reflects its expectations as to the amount and timing of future cash flows up to the valuation date.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

As of June 30, 2019, the fair value of the asset acquired as reported in the Company’s Condensed Consolidated Balance Sheet was ~~$15.4~~$14.4 million and the maximum loss exposure was ~~$15.4~~$14.4 million.

~~U-M~~University of Michigan Royalty Agreement

On November 6, 2014, the Company acquired a portion of all royalty payments of the Regents of the University of Michigan’s (“U-M”) worldwide royalty interest in Cerdelga^® (eliglustat) for $65.6 million pursuant to the Royalty Purchase and Sale Agreement with U-M (the “U-M Royalty Agreement”). Under the terms of the U-M Royalty Agreement, the Company receives 75% of all royalty payments due under U-M’s license agreement with Genzyme Corporation, a Sanofi company (“Genzyme”) until expiration of the licensed patents, excluding any patent term extension. Cerdelga, an oral therapy for adult patients with Gaucher disease type 1, was developed by Genzyme. Cerdelga was approved in the United States onin August ~~19,~~ 2014, in the European Union onin January ~~22,~~ 2015, and in Japan in March 2015. In addition, marketing applications for Cerdelga are under review by other regulatory authorities. While marketing applications have been approved in the United States, the European Union and Japan, national pricing and reimbursement decisions are delayed in some countries. ~~At June 30, 2016, a third-party expert was engaged by the Company to assess the impact of the delayed pricing and reimbursement decisions to Cerdelga’s expected~~

~~future cash flows. Based on the analysis performed, management revised the underlying assumptions used in the discounted cash flow analysis at period end.~~

The estimated fair value of the royalty right at ~~September~~June 30, ~~2017~~2019 was determined by using a discounted cash flow analysis related to the expected future cash flows to be received. This asset is classified as a Level 3 asset, as the Company’s valuation utilized significant unobservable inputs, including estimates as to the probability and timing of future sales of the licensed product. The discounted cash flow was based upon expected royalties from sales of licensed product over approximately a ~~five-year~~three-year period. The discount rate utilized was approximately 12.8%. Significant judgment is required in selecting the appropriate discount rate. Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $2.0 million or increase by $2.2 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase by $0.9 million or decrease by $0.9 million, respectively. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. Theestimated fair value of the asset is subject to variation should those cash flows vary significantly from the Company’s estimates. An evaluation of those estimates, discount ~~rates~~rate utilized and general market conditions affecting fair market value is performed in each reporting period. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase or decrease by $0.6 million, respectively. Significant judgment is required in selecting the appropriate discount rate. The discount rate utilized was approximately 12.8%. Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $0.9 million or increase by $1.0 million, respectively.

As of ~~September~~June 30, ~~2017,~~2019, the Company’s discounted cash flow analysis reflects its expectations as to the amount and timing of future cash flows.

As of June 30, 2019, the fair value of the asset acquired as reported in the Company’s Condensed Consolidated Balance Sheet was ~~$35.4~~$24.3 million and the maximum loss exposure was ~~$35.4~~$24.3 million.

~~ARIAD Royalty Agreement~~

On July 28, 2015, the Company entered into the revenue interest assignment agreement (the “ARIAD Royalty Agreement”) with ARIAD Pharmaceuticals, Inc. (“ARIAD”), whereby the Company acquired the rights to receive royalties from ARIAD’s net revenues generated by the sale, distribution or other use of Iclusig^® (ponatinib), a cancer medicine for the treatment of adult patients with chronic myeloid leukemia, in exchange for up to $200.0 million in cash payments. The purchase price of $100.0 million was payable in two tranches of $50.0 million each, with the first tranche having been funded on July 28, 2015 and the second tranche having been funded on July 28, 2016. Upon the occurrence of certain events, including a change of control of ARIAD, the Company had the right to require ARIAD to repurchase the royalty rights for a specified amount. The Company elected the fair value option to account for the hybrid instrument in its entirety. Any embedded derivative shall not be separated from the host contract. The asset acquired pursuant to the ARIAD Royalty Agreement represents a single unit of accounting.

In January 2017, Takeda Pharmaceutical Company Limited (“Takeda”) announced that it had entered into a definitive agreement to acquire ARIAD. The acquisition was consummated on February 16, 2017 and the Company exercised its put option on the same day, which resulted in an obligation by Takeda to pay the Company a 1.2x multiple of the $100.0 million funded by the Company under the ARIAD Royalty Agreement, less royalty payments already received by the Company.

~~On March 30, 2017, Takeda fulfilled its obligations under the put option and paid the Company the repurchase price of $108.2 million for the royalty rights under the ARIAD Royalty Agreement.~~

AcelRx Royalty Agreement

On September 18, 2015, the Company entered into a royalty interest assignment agreement (the “AcelRx Royalty Agreement”) with ARPI LLC, a ~~wholly owned~~wholly-owned subsidiary of AcelRx Pharmaceuticals, Inc. (“AcelRx”), whereby the Company acquired the rights to receive a portion of the royalties and certain milestone payments on sales of Zalviso^® (sufentanil sublingual tablet system) in the European Union, Switzerland and Australia by AcelRx’s commercial partner, Grünenthal, in exchange for a $65.0 million cash payment. Under the terms of the AcelRx Royalty Agreement, the Company ~~will receive~~receives 75% of all royalty payments and 80% of the first four commercial milestone payments due under AcelRx’s license agreement with Grünenthal until the earlier to occur of (i) receipt by the Company of payments equal to three times the cash payments made to AcelRx and (ii) the expiration of the licensed patents. Zalviso received marketing approval by the European Commission in September 2015. Grünenthal launched Zalviso in the second quarter of 2016 and the Company started to receive royalties in the third quarter of 2016.

As of ~~September~~June 30, ~~2017,~~2019, and December 31, ~~2016,~~2018, the Company determined that its royalty rights under the AcelRx Royalty Agreement represented a variable interest in a variable interest entity. However, the Company does not have the power to direct the activities of ARPI LLC that most significantly impact ARPI LLC’s economic performance and is not the primary beneficiary of ARPI LLC; therefore, ARPI LLC is not subject to consolidation by the Company.

Due to the slower than expected adoption of the product since its initial launch relative to the Company’s estimates and the increased variance noted between the Company’s forecast model and actual results in the three months ended June 30, 2019, the Company utilized a third-party expert in the second quarter of 2019 to reassess the market and expectations for the Zalviso product. Key findings from the third-party study included: the post-surgical PCA (Patient-Controlled Analgesia) market being smaller than previously forecasted; the higher price of the product relative to alternative therapies, the product not being used as

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

a replacement for systemic opioids and the design of the delivery device, which is pre-filled for up to three days of treatment, which restricts its use for shorter recovery time procedures. Based on this analysis and the impact to the projected sales-based royalties and milestones, the Company wrote down the fair value of the royalty asset by $60.0 million in the second quarter of 2019.

The estimated fair value of the royalty right at ~~September~~June 30, 2017 was determined by using a discounted cash flow analysis related to the expected future cash flows to be received. This asset is classified as a Level 3 asset, as the Company’s valuation utilized significant unobservable inputs, including estimates as to the probability and timing of future sales of the licensed product. The

discounted cash flow was based upon expected royalties from sales of licensed product over a fourteen-year period. The discount rate utilized was approximately 13.4%. Significant judgment is required in selecting the appropriate discount rate. Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $10.2 million or increase by $12.6 million, respectively. Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase or decrease by $1.9 million, respectively. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. The fair value of the asset is subject to variation should those cash flows vary significantly from the Company’s estimates. At each reporting period, an evaluation of those estimates, discount rates utilized and general market conditions affecting fair market value is performed in each reporting period.

~~As of September 30, 2017, the fair value of the asset acquired as reported in the Company’s Condensed Consolidated Balance Sheet was $74.1 million and the maximum loss exposure was $74.1 million.~~

Dr. Stephen Hoffman is the President of 10x Capital, Inc., a third-party consultant to the Company, and is also a member of the board of directors of AcelRx. Dr. Hoffman recused himself from the AcelRx board of directors with respect to the entirety of its discussions and considerations of the transaction. Dr. Hoffman was compensated for his contribution to consummate this transaction by the Company as part of his consulting agreement with the Company. The Company concluded Dr. Hoffman is not considered a related party in accordance with ASC 850, ~~Related Party Disclosures~~ ~~and SEC Regulation S-X,~~ ~~Related Party Transactions Which Affect the Financial Statements~~.

~~Avinger Credit and Royalty Agreement~~

On April 18, 2013, the Company entered into the Credit Agreement (the “Avinger Credit and Royalty Agreement”) with Avinger, Inc. (“Avinger”), under which the Company made available to Avinger up to $40.0 million (of which only $20.0 million was funded) to be used by Avinger in connection with the commercialization of its lumivascular catheter devices and the development of Avinger’s lumivascular atherectomy device. On September 22, 2015, Avinger elected to prepay the note receivable in whole (including interest and a prepayment fee) for a payment of $21.4 million in cash.

Under the terms of the Avinger Credit and Royalty Agreement, the Company was entitled to receive royalties at a rate of 1.8% on Avinger’s net revenues until the note receivable was repaid by Avinger. Upon the repayment of the note receivable by Avinger, which occurred on September 22, 2015, the royalty rate was reduced to 0.9%, subject to certain minimum payments from the prepayment date until April 2018. The Company has accounted for the royalty rights in accordance with the fair value option. The fair value of the royalty right at September 30, 20172019 was determined by using a discounted cash flow analysis related to the expected future cash flows to be received. This asset is classified as a Level 3 asset, as the Company’s valuation utilized significant unobservable inputs, including estimates as to the probability and timing of future sales of the licensed product. The discounted cash flow was based upon expected royalties from sales of licensed product over approximately a ~~one-year~~fourteen-year period. The discount rate utilized was approximately 15.0%. Significant judgment is required in selecting the appropriate discount rate. Should this discount rate increase or decrease by 5%, the fair value of this asset could decrease by $16,000 or increase by $17,000, respectively. Should the expected royalties increase or decrease by 5%, the fair value of the asset could increase or decrease by $43,000, respectively. Management considered the contractual minimum payments when developing its estimate of the expected future cash flows. Theestimated fair value of the asset is subject to variation should those cash flows vary significantly from the Company’s estimates. An evaluation of those estimates, discount ~~rates~~rate utilized and general market conditions affecting fair market ~~value~~valuation is performed infor each reporting period.

As A third-party expert is engaged to assist management with the development of ~~September 30, 2017,~~its estimate of the expected future cash flows, when deemed necessary. Should the expected royalties increase or decrease by 2.5%, the fair value of the ~~royalty~~ asset could increase or decrease by less than $0.3 million, respectively. Significant judgment is required in selecting the appropriate discount rate. The discount rate utilized was approximately 13.4%. Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $1.2 million or increase by $1.5 million, respectively.

As of June 30, 2019, the Company’s discounted cash flow analysis reflects its expectations as to the amount and timing of future cash flows up to the valuation date.

As of June 30, 2019, the fair value of the asset acquired as reported in the Company’s Condensed Consolidated Balance Sheet was ~~$0.9~~$12.5 million and the maximum loss exposure was ~~$0.9~~$12.5 million.

Kybella Royalty Agreement

On July 8, 2016, the Company entered into a royalty purchase and sales agreement with an individual, whereby the Company acquired that individual’s rights to receive certain royalties on sales of KYBELLA^® by Allergan plc in exchange for a $9.5 million cash payment and up to $1.0 million in future milestone payments based upon product sales targets. The Company started to receive royalty payments during the third quarter of 2016.

The estimated fair value of the royalty right at ~~September~~June 30, ~~2017,~~2019, was determined by using a discounted cash flow analysis related to the expected future cash flows to be received. This asset is classified as a Level 3 asset, as the Company’s valuation utilized significant unobservable inputs, including estimates as to the probability and timing of future sales of the licensed product. The discounted cash flow was based upon expected royalties from sales of a licensed product over ~~an eight-year~~approximately a six-year period. The ~~discount rate utilized was approximately 14.4%. Significant judgment is required in selecting the appropriate discount rate.~~

Should this discount rate increase or decrease by 2.5%, the fair value of this asset could decrease by $0.3 million or increase by $0.3 million, respectively. Should the expected royalties increase or decrease by 2.5%, theestimated fair value of the asset ~~could increase by $0.1 million or decrease by $0.1 million, respectively.~~is subject to variation should those cash flows vary significantly from the Company’s estimates. An evaluation of those estimates, discount rate utilized and general market conditions affecting fair market value is performed in each reporting period. A third-party expert is engaged to assist management with the development of its estimate of the expected future cash flows, when deemed necessary. ~~The~~Should the expected royalties increase or decrease by 2.5%, the fair value of the asset could increase or decrease by less than $0.1 million, respectively. Significant judgment is ~~subject to variation should those cash flows vary significantly from~~required in selecting the ~~Company’s estimates. At each reporting period, an evaluation~~appropriate discount rate. The discount rate utilized was approximately 14.4%. Should this discount rate increase or decrease by 2.5%, the fair value of those estimates, discount rates utilized and general market conditions affecting fair market value is performed in each reporting period. Management re-evaluated the cash flow projections during the current period, concluding that lower demand data resulted in a reduction of expected future cash flows, which warranted a revision of the assumptions used in the discounted cash flow model at September 30, 2017.this asset could decrease or increase by less than $0.1 million, respectively.

As of ~~September~~June 30, ~~2017,~~2019, the Company’s discounted cash flow analysis reflects its expectations as to the amount and timing of future cash flows up to the valuation date.

As of June 30, 2019, the fair value of the asset acquired as reported in the Company’s Condensed Consolidated Balance Sheet was ~~$3.5~~$0.6 million and the maximum loss exposure was ~~$3.5~~$0.6 million.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following tables summarize the changes in Level 3 ~~assets and liabilities~~Royalty Right Assets and the gains and losses included in earnings for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2019:


Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Rights Assets	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Rights Assets								Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Rights Assets

(in thousands)	(in thousands)		Royalty Rights - At Fair Value						(in thousands)		Royalty Rights - At Fair Value
Fair value as of December 31, 2016						$	402,318
Fair value as of December 31, 2018									Fair value as of December 31, 2018					$	376,510

	Financial instruments settled					(108,169		)	Total net change in fair value for the period
	Total net change in fair for the period									Change in fair value of royalty rights - at fair value	$	(28,142	)
		Change in fair value of royalty rights - at fair value	$	132,224						Proceeds from royalty rights - at fair value	$	(32,726	)
		Proceeds from royalty rights - at fair value	$	(74,404	)					Total net change in fair value for the period				(60,868		)
		Total net change in fair value for the period				57,820

Fair value as of September 30, 2017						$	351,969
Fair value as of June 30, 2019									Fair value as of June 30, 2019					$	315,642

																		Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Royalty Rights Assets

	Fair Value as of		Change of			Royalty Rights -			Fair Value as of		Fair Value as of		Royalty Rights -			Fair Value as of
(in thousands)	December 31, 2016		Ownership			Change in Fair Value			September 30, 2017		December 31, 2018		Change in Fair Value			June 30, 2019
Depomed	$	164,070	$	—		$	58,625		$	222,695

Assertio (formerly Depomed)											$	264,371	$	(459	)	$	263,912
VB	14,997		—			440			15,437		14,108		265			14,373
U-M	35,386		—			63			35,449		25,595		(1,316		)	24,279
ARIAD	108,631		(108,169		)	(462		)	—
AcelRx	67,483		—			6,582			74,065		70,380		(57,886		)	12,494
Avinger	1,638		—			(777		)	861
KYBELLA	10,113		—			(6,651		)	3,462		2,056		(1,472		)	584
	$	402,318	$	(108,169	)	$	57,820		$	351,969	$	376,510	$	(60,868	)	$	315,642

PDL BIOPHARMA, INC.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Liabilities

(in thousands) Anniversary Payment Contingent Consideration
Fair value as of December 31, 2016 $ (88,001 ) $ (42,650 )

Total net change in fair for the period (999 ) (2,350 )
Settlement of financial instrument 89,000
—

Fair value as of September 30, 2017 $ —
$ (45,000 )
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The ~~fair value of~~following table summarizes the ~~contingent consideration was determined using an income approach derived from the Noden Products (as defined~~changes in Note 18 below) revenue estimates and a probability assessment with respect to the likelihood of achieving (a) the level of net sales or (b) generic product launch that would trigger the milestone payments. The key assumptions in determining the fair value are the discount rateLevel 3 Liabilities and the ~~probability assigned to~~gains and losses included in earnings for the potential milestones being achieved. The fair value of the contingent consideration is remeasured each reporting period, with changes in fair value recorded in the Condensed Consolidated Statements of Income. The change in fair value of the contingent consideration during the period ending Septembersix months ended June 30, ~~2017 is due primarily to the passage of time, as there have been no significant changes in the key assumptions used in the fair value calculation during the current period.~~2019:



Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Liabilities

(in thousands)		Contingent Consideration
Fair value as of December 31, 2018		$	(1,071	)

	Settlement of financial instrument⁽¹⁾	1,071

Fair value as of June 30, 2019		$	—

______________


⁽¹⁾	Represents the final conversion consideration and earn out liability for the LENSAR acquisition of assets from Precision Eye Services.

Gains and losses from changes in Level 3 assets included in earnings for each period are presented in “Royalty rights - change in fair value” and gains and losses from changes in Level 3 liabilities included in earnings for each period are presented in “Change in fair value of anniversary payment and contingent consideration” as follows:


	Three Months Ended						Nine Months Ended						Three Months Ended					Six Months Ended
	September 30,						September 30,						June 30,					June 30,
(in thousands)	2017			2016			2017			2016			2019			2018		2019			2018

Total change in fair value for the period included in earnings for royalty right assets held at the end of the reporting period	$	35,353		$	16,085		$	132,224		$	(11,872	)	$	(40,399	)	$	12,842	$	(28,142	)	$	23,933

Total change in fair value for the period included in earnings for liabilities held at the end of the reporting period	$	(700	)	$	(2,083	)	$	(3,349	)	$	(2,083	)	$	—		$	22,135	$	—		$	22,735

Assets/Liabilities Measured and Recorded at Fair Value on a Nonrecurring Basis

The Company remeasures the fair value of certain assets and liabilities upon the occurrence of certain events. Such assets consist of long-lived assets, including property and equipment and intangible assets and the shares of Alphaeon Class A common stock, received in connection with loans made to LENSAR by the Company prior to its acquisition of LENSAR. During the three months ended June 30, 2018, the Company recorded an impairment charge of $152.3 million for the Noden intangible assets related to the increased probability of a generic form of aliskiren being launched in the United States. As a result of this impairment charge, which was based on the estimated fair value of the assets, the remaining carrying value of these intangible assets was determined to be $40.1 million. The fair value calculation included level 3 inputs. The Company’s carrying value of the investment in Alphaeon as of both June 30, 2019 and December 31, 2018 is $6.6 million based on an estimated per share value of $3.84, which was established by a valuation performed when the 1.7 million shares were acquired. The value of the Company’s investment in Alphaeon is not readily determinable as Alphaeon’s shares are not publicly traded. The Company evaluates the fair value of this investment by performing a qualitative assessment each reporting period. If the results of this qualitative assessment indicate that the fair value is less than the carrying value, the investment is written down to its fair value. There have been no such write downs since the Company acquired these shares. This investment is included in Other long-term assets. For additional information on the Alphaeon investment, see Note 6, Notes and Other Long-Term Receivables.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Assets/Liabilities Not Subject to Fair Value Recognition

The following tables present the fair value of assets and liabilities not subject to fair value recognition by level within the valuation hierarchy:


	September 30, 2017						December 31, 2016						June 30, 2019						December 31, 2018
(in thousands)													Carrying Value		Fair Value Level 2		Fair Value Level 3		Carrying Value		Fair Value Level 2		Fair Value Level 3
	Carrying Value		Fair Value Level 2		Fair Value Level 3		Carrying Value		Fair Value Level 2		Fair Value Level 3
(In thousands)
Assets:
Wellstat Diagnostics note receivable	$	50,191	$	—	$	52,288	$	50,191	$	—	$	52,260	$	50,191	$	—	$	59,240	$	50,191	$	—	$	57,322
Hyperion note receivable	1,200		—		1,200		1,200		—		1,200		1,200		—		1,200		1,200		—		1,200
LENSAR note receivable ⁽²⁾	—		—		—		43,909		—		43,900
Direct Flow Medical note receivable ⁽¹⁾	—		—		—		10,000		—		10,000
kaléo note receivable ⁽³⁾	��		—		—		146,685		—		142,539
CareView note receivable	19,245		—		19,900		18,965		—		19,200		11,458		—		11,458		11,458		—		11,458
Total	$	70,636	$	—	$	73,388	$	270,950	$	—	$	269,099	$	62,849	$	—	$	71,898	$	62,849	$	—	$	69,980

Liabilities:
February 2018 Notes	$	124,922	$	126,131	$	—	$	121,595	$	123,918	$	—
December 2021 Notes	115,716		163,313		—		110,848		122,063		—		$	128,520	$	157,017	$	—	$	124,644	$	151,356	$	—
Total	$	240,638	$	289,444	$	—	$	232,443	$	245,981	$	—	$	128,520	$	157,017	$	—	$	124,644	$	151,356	$	—

~~________________~~

⁽¹⁾ ~~As a result of~~During the ~~foreclosure proceedings,~~year ended December 31, 2018 the Company ~~obtained ownership~~recorded an impairment loss of ~~most of~~$8.2 million to the Direct Flow Medical assets through the Company’s wholly-owned subsidiary, DFM, LLC. Those assets are held for sale and carried at the lower of carrying amount or fair value, less estimated selling cost, as of September 30, 2017. For a further discussionsnote receivable with CareView Communications, Inc. (“CareView”). There were no impairment losses on ~~this topic, see Note 7.~~

⁽²⁾ ~~As a result of the Company receiving 100% of LENSAR, Inc.’s equity securities in exchange for the cancellation of the Company’s claims as a secured creditor~~notes receivable in the ~~Chapter 11 case, LENSAR, Inc. became a wholly-owned subsidiary of the Company on May 11, 2017. For further discussions on this topic, see Note 18.~~

⁽³⁾ On September 21, 2017, the Company entered into a note purchase agreement whereby it sold to a third party the kaléo, Inc. note receivable for an aggregate cash purchase price of $141.7 million, subject to an 18-month escrow hold back of $1.4 million against certain potential contingencies.three and six month periods ended June 30, 2019.

As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the estimated fair values of the Hyperion Catalysis International, Inc. (“Hyperion”) note receivable, and CareView ~~Communications, Inc.~~ note receivable were determined using ~~one or more~~ discounted cash flow models, incorporating expected ~~payments~~principal and interest payments. In addition, during the ~~interest rate extended on the notes receivable, with fixed interest rates and incorporating expected payments for notes receivable with a variable rate of return. As of~~year ended December 31, ~~2016, the estimated fair values of the kaléo, Inc. note receivable, LENSAR, Inc. note receivable, and Direct Flow Medical note receivable were also determined using the same method.~~

~~When deemed necessary, the Company engages a third-party valuation expert to assist in evaluating its investments and the related inputs needed to estimate~~2018, the fair value of ~~certain investments.~~ the CareView note receivable also considered the recoverability of the note receivable balance utilizing third-party revenue multiples for small cap healthcare technology companies. As of June 30, 2019 and December 31, 2018, the estimated fair value of the Wellstat Diagnostics note receivable was determined by using an asset approach and discounted cash flow model related to the underlying collateral and adjusted to consider estimated costs to sell the assets.

The Company determined its notes receivable assets are Level 3 assets as the Company’s valuations utilized significant unobservable inputs, including estimates of future revenues, discount rates, expectations about settlement, terminal values, required yield and ~~required yield. To provide support for~~ the ~~estimated~~value of underlying collateral. The Company engages a third-party valuation expert when deemed necessary to assist in evaluating its investments and the related inputs needed to estimate the fair value ~~measurements, the Company considered forward-looking performance related to the investment and current measures associated with high yield indices, and reviewed the terms and yields~~ of ~~notes placed by specialty finance and venture firms both across industries and in similar sectors.~~certain investments.

The CareView note receivable is secured by substantially all assets of, and equity interests in ~~CareView Communications, Inc.~~CareView. The Wellstat Diagnostics note receivable is secured by substantially all assets of Wellstat Diagnostics and is supported by a guaranty from the Wellstat Diagnostics ~~Guarantors. The estimated fair value of the collateral assets was determined by using an asset approach~~Guarantors (as defined in Note 6, Notes and ~~discounted cash flow model related to the underlying collateral and was adjusted to consider estimated costs to sell the assets.~~Other Long-Term Receivables).

On ~~September~~June 30, ~~2017,~~2019, the carrying ~~values~~value of ~~several~~one of the Company’s notes receivable assets differed from ~~their~~its estimated fair value. This is the result of inputs used in estimating the fair value of the collateral, including appraisals, projected cash flows of collateral assets and discount rates used when performing a discounted cash flow ~~for fair value valuation purposes. The~~

Company determined these notes receivable to be Level 3 assets, as its valuations utilized significant unobservable inputs, estimates of future revenues, expectations about settlement and required yield. To provide support for the fair value measurements, the Company considered forward-looking performance, and current measures associated with high yield and published indices, and reviewed the terms and yields of notes placed by specialty finance and venture firms both across industries and in a similar sector.analysis.

The fair values of the Company’s convertible senior notes were determined using quoted market ~~pricing or dealer quotes.~~pricing.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following table represents significant unobservable inputs used in determining the estimated fair value of impaired notes receivable investments:

Asset
Valuation
Technique

Unobservable
Input
September 30, 2017
December 31,
2016

Wellstat Diagnostics
Wellstat Guarantors Intellectual Property Income Approach
Discount rate 12% 13%
Royalty amount $60 million $54-74 million
Real Estate Property Market Approach
Annual appreciation rate 4% 4%
Estimated realtor fee 6% 6%
Estimated disposal date 12/31/2018 12/31/2017
Direct Flow Medical
All Assets Income Approach
Discount rate N/A 27%
Implied revenue multiple N/A 6.9
LENSAR
All Assets Income Approach
Discount rate N/A 25%
Implied revenue multiple N/A 2.5

At September 30, 2017, the Company had two notes receivable investments on non-accrual status with a cumulative investment cost and fair value of approximately $51.4 million and $53.5 million, respectively, compared to four note receivable investments on non-accrual status at December 31, 2016 with a cumulative investment cost and fair value of approximately $105.3 million and $107.4 million, respectively. For the three months ended September 30, 2017 and 2016, the Company did not recognize any interest for note receivable investments on non-accrual status. During the nine months ended September 30, 2017 and 2016, the Company recognized losses on extinguishment of notes receivable of $12.2 million and zero, respectively.

~~4. Cash, Cash Equivalents and Short-term Investments~~

~~As of~~ ~~September 30, 2017, and~~ ~~December 31, 2016~~, the Company had invested its excess cash balances primarily in cash, money market funds and commercial paper. The Company’s securities are classified as available-for-sale and are carried at estimated fair value, with unrealized gains and losses reported in “Accumulated other comprehensive income” in stockholders’ equity, net of estimated taxes. See Note 3 for fair value measurement information. The cost of securities sold is based on the specific identification method. To date, the Company has not experienced credit losses on investments in these instruments, and it does not require collateral for its investment activities.

The following tables summarize the Company’s cash and available-for-sale securities’ amortized cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category reported as cash and cash equivalents, or short-term investments as of September 30, 2017, and December 31, 2016:

Reported as:
Amortized Cost Unrealized Gains Estimated Fair Value Cash and Cash Equivalents Short-Term Investments
(In thousands)
September 30, 2017
Cash $ 495,380
$ —
$ 495,380
$ 495,380
$ —
Money market funds 14,705
—
14,705
14,705
—
Commercial paper 2,060
—
2,060
—
2,060
Corporate securities 3,352
997
4,349
—
4,349
Total $ 515,497
$ 997
$ 516,494
$ 510,085
$ 6,409

December 31, 2016
Cash $ 147,150
$ —
$ 147,150
$ 147,150
$ —
Money market funds 4
—
4
4
—
Commercial paper 19,987
—
19,987
—
19,987
Total $ 167,141
$ —
$ 167,141
$ 147,154
$ 19,987

~~The unrealized gains on investments included in "Other comprehensive income (loss), net of tax" was approximately $648,000 and zero as of September 30, 2017, and December 31, 2016, respectively.~~

~~5. Concentration of Credit Risk~~

~~Customer Concentration~~

~~The percentage of total revenue recognized, which individually accounted for 10% or more of the Company’s total revenues, was as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
Licensee Product Name 2017 2016 2017 2016
Genentech Avastin — % — % — % 22 %
Herceptin — % — % — % 22 %

Biogen
Tysabri^®
2 % 28 % 13 % 24 %

Depomed Glumetza, Janumet XR, Jentadueto XR and Invokamet XR 50 % 18 % 50 % N/A

N/A Tekturna, Tekturna HCT, Rasilez and Rasilez HCT 24 % 26 % 17 % 8 %

~~__________________~~

~~N/A = Not applicable~~



Asset	Valuation Technique	Unobservable Input	June 30, 2019	December 31, 2018

Wellstat Diagnostics
Wellstat Guarantors intellectual property	Income Approach
		Discount rate	12%	12%
		Royalty amount	$21 million	$21 million
Settlement Amount	Income Approach
		Discount rate	15%	15%
		Settlement amount	$34 million	$34 million

Real Estate Property	Market Approach
		Annual appreciation rate	4%	4%
		Estimated realtor fee	6%	6%
		Estimated disposal date	9/30/2019	9/30/2019

CareView
Note receivable cash flows	Income Approach
		Discount rate	30%	30%

6. ~~Foreign Currency Hedging~~

The Company designates the foreign currency exchange contracts used to hedge its royalty revenues based on underlying Euro-denominated sales as cash flow hedges. Euro forward contracts are presented on a net basis on the Company’s Condensed Consolidated Balance Sheets as it has entered into a netting arrangement with the counterparty. All Euro forward contracts were classified as cash flow hedges. There were no Euro forward contracts outstanding as of September 30, 2017 or December 31, 2016.

~~The effect of the Company’s derivative instruments in its Condensed Consolidated Statements of Income and its Condensed Consolidated Statements of Comprehensive Income were as follows:~~

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
(In thousands)
Gain (loss) reclassified from accumulated OCI into “Queen et al. royalty revenue,” net of tax ⁽²⁾
$ —
$ —
$ —
$ 1,821

~~_______________________________~~

~~(1)~~ ~~Net change in the fair value of cash flow hedges, net of tax.~~

~~(2)~~ ~~Effective portion classified as royalty revenue.~~

7. Notes and Other Long-Term Receivables

Notes and other long-term receivables included the following significant agreements:

Wellstat Diagnostics Note Receivable and Credit Agreement and Related Litigation

On November 2, 2012, the Company and Wellstat Diagnostics entered into a $40.0 million credit agreement pursuant to which the Company was to accrue quarterly interest payments at the rate of 5% per annum (payable in cash or in kind). In addition, the Company was to receive quarterly royalty payments based on a low double-digit royalty rate of Wellstat Diagnostics’ net revenues, generated by the sale, distribution or other use of Wellstat Diagnostics’ products, if any, commencing upon the commercialization of its products. A portion of the proceeds of the $40.0 million credit agreement were used to repay certain notes receivable which Wellstat Diagnostics entered into in March 2012.

In January 2013, the Company was informed that, as of December 31, 2012, Wellstat Diagnostics had used funds contrary to the terms of the credit agreement and breached Sections 2.1.2 and 7 of the credit agreement. The Company sent Wellstat Diagnostics a notice of default on January 22, 2013, and accelerated the amounts owed under the credit agreement. In connection with the notice of default, the Company exercised one of its available remedies and transferred approximately $8.1 million of available cash from a bank account of Wellstat Diagnostics to the Company and applied the funds to amounts due under the credit agreement. On February 28, 2013, the parties entered into a forbearance agreement whereby the Company agreed to refrain from exercising additional remedies for 120 days. During such forbearance period, the Company provided approximately $1.3 million to Wellstat Diagnostics to fund ongoing operations of the business. During the year ended December 31, 2013, approximately $8.7 million was advanced pursuant to the forbearance agreement.

On August 15, 2013, the Company entered into an amended and restated credit agreement with Wellstat Diagnostics. The Company determined that the new agreement should be accounted for as a modification of the existing agreement.

Except as otherwise described herein, the material terms of the amended and restated credit agreement are substantially the same as those of the original credit agreement, including quarterly interest payments at the rate of 5% per annum (payable in cash or in kind). In addition, the Company was to continue to receive quarterly royalty payments based on a low double-digit royalty rate of Wellstat Diagnostics’ net revenues. However, pursuant to the amended and restated credit agreement: (i) the

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

principal amount was reset to approximately $44.1 million, which was comprised of approximately $33.7 million original loan principal and interest, $1.3 million term loan principal and interest and $9.1 million forbearance principal and interest; (ii) the specified internal rates of return increased; (iii) the default interest rate was increased; (iv) Wellstat Diagnostics’ obligation to provide certain financial information increased in frequency to monthly; (v) internal financial controls were strengthened by requiring Wellstat Diagnostics to maintain an independent, third-party financial professional with control over fund disbursements; (vi) the Company waived the existing events of default; and (vii) the owners and affiliates of Wellstat Diagnostics were required to contribute additional capital to Wellstat Diagnostics upon the sale of an affiliate entity. The amended and restated credit agreement had an ultimate maturity date of December 31, 2021 (but has subsequently been accelerated as described below).

In June 2014, the Company received information from Wellstat Diagnostics showing that it was generally unable to pay its debts as they became due, constituting an event of default under the amended and restated credit agreement.

On August 5, 2014, the Company delivered a notice of default (the “Wellstat Diagnostics Borrower Notice”) to Wellstat Diagnostics, which accelerated all obligations under the amended and restated credit agreement and demanded immediate payment in full in an amount equal to approximately $53.9 million, (which amount, in accordance with the terms of the

amended and restated credit agreement, included an amount that, together with interest and royalty payments already made to the Company, would generate a specified internal rate of return to the Company), plus accruing fees, costs and interest, and demanded that Wellstat Diagnostics protect and preserve all collateral securing its obligations.

On August 7, 2014, the Company delivered a notice (the “Wellstat Diagnostics Guarantor Notice”) to each of the guarantors of Wellstat Diagnostics’ obligations to the Company (collectively, the “Wellstat Diagnostics Guarantors”) under the credit agreement, which included a demand that the guarantors remit payment to the Company in the amount of the outstanding obligations. The guarantors include certain affiliates and related companies of Wellstat Diagnostics, including Wellstat Therapeutics and Wellstat Diagnostics’ stockholders.

On September 24, 2014, the Company filed an ex-parte petition for appointment of receiver with the Circuit Court of Montgomery County, Maryland (the “Wellstat Diagnostics Petition”), which was granted on the same day. Wellstat Diagnostics remained in operation during the period of the receivership with incremental additional funding from the Company. On May 24, 2017, Wellstat Diagnostics transferred substantially all of its assets to the Company pursuant to a credit bid. The credit bid reduced the outstanding balance of the loan by an immaterial amount.

On September 4, 2015, the Company filed in the Supreme Court of New York a motion for summary judgment in lieu of complaint which requested that the court enter judgment against certain of the Wellstat Diagnostics Guarantors for the total amount due on the Wellstat Diagnostics debt, plus all costs and expenses including lawyers’ fees incurred by the Company in enforcement of the related guarantees. On September 23, 2015, the Company filed in the same court an ex parte application for a temporary restraining order and order of attachment of the Wellstat Diagnostics Guarantor defendants’ assets. Although the court denied the Company’s request for a temporary restraining order at a hearing on September 24, 2015, it ordered that assets of the Wellstat Diagnostics Guarantor defendants should be held in status quo ante and only used in the normal course of ~~business pending the outcome of the matters under consideration at the hearing.~~business.

On July 29, 2016, the Supreme Court of New York granted the Company’s motion for summary judgment and held that the Wellstat Diagnostics Guarantor defendants are liable for all “Obligations” owed by Wellstat Diagnostics to the Company. After appeal by the Wellstat Diagnostics Guarantor defendants on February 14, 2017, the Appellate Division of the Supreme Court of New York reversed on procedural grounds a portion of the Memorandum of Decision granting the Company summary judgment in lieu of complaint, but affirmed the portion of the Memorandum of Decision denying the Wellstat Diagnostics Guarantor defendants’ motion for summary judgment in which they sought a determination that the guarantees had been released. As a result, the litigation has been remanded to the Supreme Court of New York to proceed on the Company’s claims as a plenary action. On June 21, 2017, the Supreme Court of New York ordered the Company to file a Complaint, which was filed by the Company on July 20, 2017. The Wellstat Diagnostics Guarantors filed their answer on August 9, 2017, including counterclaims against the Company alleging breach of contract, breach of fiduciary duty, and tortious interference with prospective economic advantage. This case is currently pending and in the pre-trial phase.

On October 14, 2016, the Company sent a notice of default and reference to foreclosure proceedings to certain of the Wellstat Diagnostics Guarantors which are not defendants in the New York action, but which are owners of real estate assets over which a deed of trust in favor of the Company securing the guarantee of the loan to Wellstat Diagnostics had been executed. On March

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

2, 2017, the Company sent a second notice to foreclose on the real estate assets, and noticed the sale for March 29, 2017. The sale was taken off the calendar by the trustee under the deed of trust and has not been re-scheduled yet. On March 6, 2017, the Company sent a letter to the Wellstat Diagnostics Guarantors seeking information in preparation for a UCC Article 9 sale of some or all of the intellectual property-related collateral of the Wellstat Diagnostics Guarantors. The Wellstat Diagnostics Guarantors did not respond to the Company’s letter, but on March 17, 2017, filed an order to show cause with the Supreme Court of New York ~~Supreme Court~~ to enjoin the Company’s sale of the real estate or enforcing its security interests in the Wellstat Diagnostics Guarantors’ intellectual property during the pendency of any action involving the guarantees at issue. On February 6, 2018, the Supreme Court of New York issued an order from the bench which enjoins the Wellstat Diagnostics Guarantors from selling, encumbering, removing, transferring or altering the collateral pending the outcome of the proceedings before it. The Supreme Court of New York also issued an order precluding the Company from foreclosing on certain of the Wellstat Diagnostics Guarantors’ collateral pending the outcome of the proceedings before it. In September of 2018, discovery in the New York action was completed. Summary judgment motions were filed by Wellstat Diagnostics and the Company in 2018 and a hearing was held on May 22, 2019. The court has not yet ~~decided~~issued a decision on the motions.

In an unrelated litigation, Wellstat ~~Diagnostics Guarantor motions, but reaffirmed~~Therapeutics filed a lawsuit against BTG International, Inc. for breach of contract (the “BTG Litigation”). In September 2017, the Delaware Chancery Court found in favor of Wellstat ~~Diagnostics Guarantors’ obligations to maintain the status quo with respect to their assets.~~Therapeutics and awarded a judgment of $55.8 million in damages, plus interest. In October 2017, the Company filed a motion with the Supreme Court of New York requesting a pre-judgement attachment of the award. In June 2018, the Delaware Supreme Court ~~requesting an attachment~~largely affirmed the September 2017 decision of ~~a potential $55.8 million damages award, plus interest, entered against BTG International, Inc. in favor of Wellstat Therapeutics in~~the Delaware Chancery Court, ~~on September 19, 2017. The~~including the $55.8 million awarded in judgment. In August of 2018, in a letter to the Company’s counsel, Wellstat Guarantors’ counsel confirmed that the Wellstat Guarantors are preserving the BTG Litigation judgment award proceeds consistent with the New York ~~Supreme Court has not yet considered the Company’s motion.~~Court’s prior directions.

On October 22, 2015, certain of the Wellstat Diagnostics Guarantors filed a separate complaint against the Company in the Supreme Court of New York seeking a declaratory judgment that certain contractual arrangements entered into between the parties subsequent to Wellstat Diagnostics’ default, and which relate to a split of proceeds in the event that the Wellstat Diagnostics Guarantors voluntarily monetize any assets that are the Company’s collateral, is of no force or effect. This case ~~is currently pending~~has been joined for all purposes, including discovery and ~~the Supreme Court has instructed the Parties to coordinate this case~~trial, and consolidated with the pending case filed by the ~~Company against~~Company. The Wellstat Diagnostic Guarantors filed a summary judgment motion with regard to this case, which was also heard by the ~~Wellstat Diagnostics Guarantors’ discussed above with respect to pre-trial activities.~~

court at the hearing on May 22, 2019. The court has not yet issued a decision on this motion.

Effective April 1, 2014, and as a result of the event of default, the Company determined the loan to be impaired and it ceased to accrue interest revenue. At that time and as of ~~September~~June 30, ~~2017,~~2019, it has been determined that an allowance on the carrying value of the note was not necessary, as the Company believes the value of the collateral securing Wellstat Diagnostics’ obligations exceeds the carrying value of the asset and is sufficient to enable the Company to recover the current carrying value of $50.2 million. The Company continues to closely monitor the timing and expected recovery of amounts due, including litigation and other matters related to Wellstat Diagnostics Guarantors’ assets. There can be no assurance that an allowance on the carrying value of the notes receivable investment will not be necessary in a future period depending on future developments.

Hyperion Agreement

On January 27, 2012, the Company and Hyperion ~~Catalysis International, Inc. (“Hyperion”)~~ (which is also a Wellstat Diagnostics Guarantor) entered into an agreement whereby Hyperion sold to the Company the royalty streams accruing from January 1, 2012 through December 31, 2013 due from ~~SDK~~Showa Denko K.K. (“SDK”) related to a certain patent license agreement between Hyperion and SDK dated December 31, 2008. ~~The agreement assigned the patent license agreement royalty stream accruing from January 1, 2012 through December 31, 2013, to the Company in~~In exchange for the lump sum payment to Hyperion of $2.3 ~~million. In exchange for the lump sum payment,~~million, in addition to any royalties from SDK, the Company was to receive two equal payments of $1.2 million on ~~each of~~ March 5, 2013 and March 5, 2014. The first payment of $1.2 million was paid on March 5, 2013, but ~~Hyperion has not made~~ the second payment that was due on March 5, ~~2014. The Company completed an impairment analysis~~2014 has not been made by Hyperion. Effective as of ~~September 30, 2017. Effective with this~~such date and as a result of the event of default, the Company ceased to accrue interest revenue. As of ~~September~~June 30, ~~2017,~~2019, the estimated fair value of the collateral was determined to be in excess of the carrying value. There can be no assurance ~~that this will be true~~of realizing value from such collateral in the event of the Company’s foreclosure on the ~~collateral, nor can there be any assurance of realizing value from such~~ collateral.

Avinger Credit and Royalty Agreement

On April 18, 2013, the Company entered into a credit agreement with Avinger, Inc. (the “Avinger Credit and Royalty Agreement”). Under the terms of the Avinger Credit and Royalty Agreement, the Company ~~receives~~received a low, single-digit royalty on Avinger’s net revenues until April 2018. Commencing in October 2015, after Avinger repaid $21.4 million pursuant to its note ~~receivable~~payable to the Company prior to its maturity date, the royalty on Avinger’s net revenues ~~reduce~~was reduced by 50%, subject to

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

certain minimum payments from the prepayment date until April 18, 2018. The Company ~~has~~ accounted for the royalty rights in accordance with the fair value option. ~~For a~~As of April 18, 2018, there were no further ~~discussion of the Avinger Credit and Royalty Agreement, see Note 3.~~

~~LENSAR Credit Agreement~~

On October 1, 2013, the Company entered into a credit agreement with LENSAR, Inc. (“LENSAR”), pursuant to which the Company made available to LENSAR up to $60.0 million to be used by LENSAR in connection with the commercialization of its currently marketed LENSAR™ Laser System. Of the $60.0 million available to LENSAR, an initial $40.0 million, net of fees, was funded by the Company at the close of the transaction. The remaining $20.0 million, in the form of a second tranche is no longer available to LENSAR under the terms of the credit agreement. Outstanding borrowings under the loans bore interest at the rate of 15.5% per annum, payable quarterly in arrears.

On May 12, 2015, the Company entered into a forbearance agreement with LENSAR, pursuant to which the Company agreed to refrain from exercising certain remedies available to it resulting from the failure of LENSAR to comply with a liquidity covenant and make interest payments due under the credit agreement. Under the forbearance agreement, the Company agreed to provide LENSAR with up to an aggregate of $8.5 million in weekly increments through the period ended September 30, 2015 plus employee retention amounts of approximately $0.5 million in the form of additional loans, subject to LENSAR meeting certain milestones related to LENSAR obtaining additional capital to fund the business or sell the business and repay outstanding amounts under the credit agreement. In exchange for the forbearance, LENSAR agreed to additional reporting covenants, the engagement of a chief restructuring officer and an increase on the interest rate to 18.5%, applicable to all outstanding amounts under the credit agreement.

On September 30, 2015, the Company agreed to extend the forbearance agreement until October 9, 2015 and provide for up to an additional $0.8 million in funding while LENSAR negotiated a potential sale of its assets. On October 9, 2015, the forbearance agreement expired, but the Company agreed to fund LENSAR’s operations while LENSAR continued to negotiate a potential sale of its assets.

On November 15, 2015, LENSAR, LLC (“LENSAR/Alphaeon”), a wholly owned subsidiary of Alphaeon Corporation (“Alphaeon”), and LENSAR entered into the Asset Purchase Agreement whereby LENSAR/Alphaeon agreed to acquire certain assets of LENSAR and assumed certain liabilities of LENSAR. The acquisition was consummated on December 15, 2015.

In connection with the closing of the acquisition, LENSAR/Alphaeon entered into an amended and restated credit agreement with the Company, assuming $42.0 million in loans as part of the borrowings under the Company’s prior credit agreement with LENSAR. In addition, Alphaeon issued 1.7 million shares of its Class A common stockobligations owed to the Company.

The Company has estimated a fair value of $3.84 per share for the 1.7 million shares of Alphaeon Class A common stock received in connection with the transactions and recognized this investment as a cost-method investment of $6.6 million included in other long-term assets. The Alphaeon Class A common stock is subject to other-than-temporary impairment assessments in future periods. There is no other-than-temporary impairment charge incurred as of September 30, 2017.

In December 2016, LENSAR, re-acquired the assets from LENSAR/Alphaeon and the Company entered into a second amended and restated credit agreement with LENSAR whereby LENSAR assumed all obligations under the amended and restated credit agreement with LENSAR/Alphaeon. Also in December, LENSAR filed for a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11 case”) with the support of the Company. In January 2017, the Company agreed to provide debtor-in-possession financing of up to $2.8 million in new advances to LENSAR so that it could continue to operate its business during the Chapter 11 case. LENSAR filed a Chapter 11 plan of reorganization with the Company’s support under which LENSAR would issue 100% of its equity securities to the Company in exchange for the cancellation of the Company’s claims as a secured creditor in the Chapter 11 case, other than with respect to the debtor-in-possession financing, and would thereby become an operating subsidiary of the Company. On April 26, 2017, the bankruptcy court approved the plan of reorganization.

Pursuant to the plan of reorganization, LENSAR emerged from bankruptcy on May 11, 2017 as a wholly-owned subsidiary of the Company, and the Company started to consolidate LENSAR’s financial statements under the voting interest model beginning May 11, 2017.

~~For additional information on LENSAR please refer to Note 9 under “Intangible Assets and Goodwill,” Note 18 under “Business Combinations” and Note 19 under “Segment Information.”~~

~~Direct Flow Medical Credit Agreement~~

On November 5, 2013, the Company entered into a credit agreement with Direct Flow Medical, Inc. (“Direct Flow Medical”) under which the Company agreed to provide up to $50.0 million to Direct Flow Medical. Of the $50.0 million available to Direct Flow Medical, an initial $35.0 million (tranche one), net of fees, was funded by the Company at the close of the transaction.

On November 10, 2014, the Company and Direct Flow Medical agreed to an amendment to the credit agreement to permit Direct Flow Medical to borrow the $15.0 million second tranche upon receipt by Direct Flow Medical of a specified minimum amount of proceeds from an equity offering prior to December 31, 2014. In exchange, the parties amended the credit agreement to provide for additional fees associated with certain liquidity events, such as a change of control or the consummation of an initial public offering, and granted the Company certain board of director observation rights. On November 19, 2014, upon Direct Flow Medical satisfying the amended tranche two milestone, the Company funded the $15.0 million second tranche to Direct Flow Medical, net of fees.

Outstanding borrowings under tranche one bore interest at the rate of 15.5% per annum, payable quarterly in arrears, until the occurrence of the second tranche. Upon occurrence of the borrowing of this second tranche, the interest rate applicable to all loans under the credit agreement was decreased to 13.5% per annum, payable quarterly in arrears.

Under the terms of the credit agreement, Direct Flow Medical’s obligation to repay loan principal commenced on the twelfth interest payment date, September 30, 2016. The principal amount outstanding at commencement of repayment was required to be repaid in equal installments until final maturity of the loans. The loans were to mature on November 5, 2018. The obligations under the credit agreement were secured by a pledge of substantially all the assets of Direct Flow Medical and any of its subsidiaries.

On December 21, 2015, Direct Flow Medical and the Company entered into a waiver to the credit agreement in anticipation of Direct Flow Medical being unable to comply with the liquidity covenant and make interest payments due under the credit agreement, which was subsequently extended on January 14, 2016, and further delayed the timing of the interest payments through the period ending September 30, 2016 while Direct Flow Medical sought additional financing to operate its business.

~~On January 28, 2016, the Company funded an additional $5.0 million to Direct Flow Medical in the form of a short-term secured promissory note.~~

On February 26, 2016, the Company and Direct Flow Medical entered into the fourth amendment to the credit agreement that, among other things, (i) converted the $5.0 million short-term secured promissory note into a loan under the credit agreement with substantially the same interest and payment terms as the existing loans, (ii) added a conversion feature whereby the $5.0 million loan would convert into equity of Direct Flow Medical upon the occurrence of certain events and (iii) provided for a second $5.0 million convertible loan tranche commitment, to be funded at the option of the Company. The commitment for the second tranche was not funded and has since expired. In addition, (i) the Company agreed to waive the liquidity covenant and delay the timing of the unpaid interest payments until September 30, 2016 and (ii) Direct Flow Medical agreed to issue to the Company a specified amount of warrants to purchase shares of convertible preferred stock on the first day of each month for the duration of the waiver period at an exercise price of $0.01 per share.

On July 15, 2016, the Company and Direct Flow Medical entered into the fifth amendment and limited waiver to the credit agreement. The Company funded an additional $1.5 million to Direct Flow Medical in the form of a note with substantially the same interest and payment terms as the existing loans and a conversion feature whereby the $1.5 million loan would convert into equity of Direct Flow Medical upon the occurrence of certain events. In addition, Direct Flow Medical agreed to issue to the Company warrants to purchase shares of convertible preferred stock at an exercise price of $0.01 per share.

On September 12, 2016, the Company and Direct Flow Medical entered into the sixth amendment and limited waiver to the credit agreement under which the Company funded an additional $1.5 million to Direct Flow Medical in the form of a note with substantially the same interest and payment terms as the existing loans. In addition, Direct Flow Medical agreed to issue to the Company a specified amount of warrants to purchase shares of convertible preferred stock at an exercise price of $0.01 per share.

On September 30, 2016, the Company and Direct Flow Medical entered into a waiver to the credit agreement where the parties agreed, among other things, to (i) delay payment on all overdue interest payments until October 31, 2016, (ii) waive the initial principal repayment until October 31, 2016 and (iii) continue to waive the liquidity requirements until October 31, 2016. Further, Direct Flow Medical agreed to issue to the Company a specified amount of warrants to purchase shares of convertible preferred stock at an exercise price of $0.01 per share.

On October 31, 2016, the Company agreed to extend the waivers described above until November 30, 2016 and on November 14, 2016, the Company advanced an additional $1.0 million loan while Direct Flow Medical continued to seek additional financing.

On November 16, 2016, Direct Flow Medical advised the Company that its potential financing source had modified its proposal from an equity investment to a loan with a substantially smaller amount and under less favorable terms. Direct Flow Medical shut down its operations in December 2016 and in January 2017 made an assignment for the benefit of creditors. The Company then initiated foreclosure proceedings, resulting in the Company obtaining ownership of most of the Direct Flow Medical assets through the Company’s wholly-owned subsidiary, DFM, LLC. The assets are held for sale and carried at the lower of carrying amount or fair value, less estimated selling costs, which is primarily based on supporting data from market participant sources, and valid offers from third parties.

~~At December 31, 2016, the Company completed an impairment analysis and concluded that the situation qualified as a troubled debt restructuring and recognized an impairment loss of $51.1 million.~~

In January 2017, the Company started to actively market the asset held for sale. On January 23, 2017, the Company and DFM, LLC entered into an Intellectual Property Assignment Agreement with Hong Kong Haisco Pharmaceutical Co., Limited (“Haisco”), a Chinese pharmaceutical company, whereby Haisco acquired former Direct Flow Medical clinical, regulatory and commercial information and intellectual property rights exclusively in China for $7.0 million. The Company, through DFM, LLC also sold Haisco certain manufacturing equipment for $450,000 and collected $692,000 on outstanding Direct Flow Medical accounts receivable during the nine months ended September 30, 2017. The Company is exploring alternatives to further monetize the remaining assets of Direct Flow Medical and has ascribed a carrying value of $1.8 million to the remaining assets held for sale at September 30, 2017.

~~Paradigm Spine Credit Agreement~~

On February 14, 2014, the Company entered into the Credit Agreement (the “Paradigm Spine Credit Agreement”) with Paradigm Spine, LLC (“Paradigm Spine”), under which it made available to Paradigm Spine up to ~~$75.0 million~~ ~~to be used by~~

~~Paradigm Spine to refinance its existing credit facility and expand its domestic commercial operations. Of the~~ ~~$75.0 million~~ ~~available to Paradigm Spine, an initial~~ ~~$50.0 million~~, net of fees, was funded by the Company at the close of the transaction. The second and third tranches of up to an additional $25.0 million in the aggregate, net of fees, are no longer available under the terms of the Paradigm Spine Credit Agreement.

On October 27, 2015, the Company and Paradigm Spine entered into an amendment to the Paradigm Spine Credit Agreement to provide additional term loan commitments of up to $7.0 million payable in two tranches, of which the first tranche of $4.0 million was drawn on the closing date of the amendment, net of fees. Paradigm Spine chose not to draw down the second tranche of $3.0 million and such tranche is no longer available. Borrowings under the credit agreement bore interest at the rate of ~~13.0%~~ ~~per annum, payable quarterly in arrears.~~

On August 26, 2016, the Company received $57.5 million in connection with the prepayment of the loans under the Paradigm Spine Credit Agreement, which included a repayment of the full principal amount outstanding of $54.7 million, plus accrued interest and a prepayment fee.

~~kaléo Note Purchase Agreement~~

On April 1, 2014, the Company entered into a note purchase agreement with Accel 300, LLC (“Accel 300”), a wholly-owned subsidiary of kaléo, Inc. (“kaléo”), pursuant to which the Company acquired $150.0 million of secured notes due 2029 (the “kaléo Note”). The kaléo Note was issued pursuant to an indenture between Accel 300 and U.S. Bank, National Association, as trustee, and was secured by 20% of net sales of its first approved product, Auvi-Q^® ~~(epinephrine auto-injection, USP) (known as Allerject~~^®in Canada) and 10% of net sales of kaléo’s second proprietary auto-injector based product, EVZIO (naloxone hydrochloride injection) (the “kaléo Revenue Interests”), and a pledge of kaléo’s equity ownership in Accel 300.

On September 21, 2017, the Company entered into an agreement (the “kaléo Note Sale Agreement”) with MAM-Kangaroo Lender, LLC, a Delaware limited liability company (the “Purchaser”), pursuant to which the Company sold its entire interest in the kaléo Note.

Pursuant to the kaléo Note Sale Agreement, the Purchaser paid to the Company an amount equal to 100% of the then outstanding principal, a premium of 1% of such amount and accrued interest under the kaléo Note, for an aggregate cash purchase price of $141.7 million, subject to an 18-month escrow holdback of $1.4 million against certain potential contingencies. For further discussion on this topic, see Note 11.

The kaléo Note bore interest at 13% per annum, paid quarterly in arrears on principal outstanding. The principal balance of the kaléo Note was to be repaid to the extent that the kaléo Revenue Interests exceed the quarterly interest payment, as limited by a quarterly payment cap. The final maturity of the kaléo Note was June 2029; although, kaléo had the right to redeem the kaléo Note at any time, subject to a redemption premium.

CareView Credit Agreement

On June 26, 2015, the Company entered into a credit agreement with CareView, under which the Company made available to CareView up to $40.0 million in loans comprised of two tranches of $20.0 million ~~each. Under the terms of the credit agreement, the first tranche of $20.0 million, net of fees, was funded by the Company upon~~each, subject to CareView’s attainment of a specified ~~milestone~~milestones relating to the placement of CareView ~~Systems~~^®~~, on October 7, 2015.~~Systems. On October 7, 2015, the Company and CareView entered into an amendment of the credit agreement to modify certain definitions related to the first and second tranche ~~milestones.~~milestones and the Company funded the first tranche of $20.0 million, net of fees, based on CareView’s attainment of the first milestone, as amended. The second $20.0 million tranche ~~would be~~was not funded ~~upon~~due to CareView’s ~~attainment of specified~~failure to achieve the related funding milestones relating to the placement of CareView Systems and consolidated earnings before interest, taxes, depreciation and amortization, to be accomplished no later than June 30, 2017. Such milestones were not achieved, and there is no additional funding obligation due from the Company. Outstanding borrowings under the credit agreement ~~will~~ bear interest at the rate of 13.5% per annum and are payable quarterly in arrears.

As part of the ~~transaction,~~original credit agreement, the Company received a warrant to purchase approximately 4.4 million shares of common stock of CareView at an exercise price of $0.45 per share. The Company has accounted for the warrant as derivative asset with an offsetting credit as debt discount. At each reporting period the warrant is marked to market for changes in fair value.

In connection with the October 2015 amendment of the credit agreement, the Company and CareView also agreed to amend the warrant to purchase common stock agreement by reducing the warrant’s exercise price from $0.45 to $0.40 per share. ~~At September 30,~~

In February 2018, the Company entered into a modification agreement with CareView (the “February 2018 Modification Agreement”) whereby the Company agreed, effective December 28, 2017, to modify the credit agreement before remedies could otherwise have become available to the Company under the credit agreement in relation to certain obligations of CareView that would potentially not be met, including the requirement to make principal payments. Under the February 2018 Modification Agreement, the Company agreed that (i) a lower liquidity covenant would be applicable and (ii) principal repayment would be delayed until December 31, 2018. In exchange for agreeing to these modifications, among other things, the exercise price of the Company’s warrants to purchase 4.4 million shares of common stock of CareView was repriced from $0.40 to $0.03 per share and, subject to the occurrence of certain events, CareView agreed to grant the Company additional equity interests. As a result of the February 2018 Modification Agreement, the Company determined the loan to be impaired and it ceased to accrue interest revenue effective October 1, 2017.

In September 2018, the Company entered into an amendment to the February 2018 Modification Agreement with CareView whereby the Company agreed, effective as of September 28, 2018, that a lower liquidity covenant would be applicable. In December 2018, the Company further modified the loan by agreeing that (i) a lower liquidity covenant would be applicable, (ii) the first principal payment would be deferred until January 31, 2019, and (iii) the scheduled interest payment due December 31, 2018 would be deferred until January 31, 2019. In December 2018, and in consideration of the further modification to the credit agreement, the Company completed an impairment analysis and determined that the note was impaired and recorded an impairment loss of $8.2 million. For additional information see Note 5, Fair Value Measurements. As of March 31, 2019, the principal repayment and interest payments were deferred until April 30, 2019. The principal repayment and interest payment were subsequently deferred until May 15, 2019. In May 2019, and in consideration of additional capital raised by CareView, the Company further modified the loan by agreeing that (i) the first principal and interest payments would be deferred until September 30, 2019 and (ii) the remaining liquidity covenant would be removed. As of June 30, 2019, the Company performed an analysis and determined that no additional impairment was required and estimated the fair value of the ~~warrant~~warrants to be less than $0.1 million.

7. Leases

~~For carrying value~~Lessee arrangements

The Company has operating leases for corporate offices and ~~fair value~~certain equipment. The Company’s operating leases have remaining lease terms ranging from one to eight years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within three years.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The components of lease expense are as follows:



	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2019		2018		2019		2018

Operating lease cost	$	234	$	324	$	467	$	609
Short-term lease cost	19		12		44		24
Total lease cost	$	253	$	336	$	511	$	633

Supplemental cash flow information related to leases is as follows:



	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2019		2018		2019		2018

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	235	$	324	$	450	$	609
Right-of-use-assets obtained in exchange for lease obligations:
Operating leases	$	—	N/A		$	2,111	N/A

_______________

N/A Not applicable

The following table presents the lease balances within the Condensed Consolidated Balance Sheet, weighted-average remaining lease term, and weighted-average discount rates related to the Company’s ~~Notes~~operating leases (in thousands):



Operating Leases	Classification	June 30, 2019

Operating lease ROU assets	Other assets	$	1,661

Operating lease liabilities, current	Accrued liabilities	$	807
Operating lease liabilities, long-term	Other long-term liabilities	891
Total operating lease liabilities	Total operating lease liabilities	$	1,698

Weighted-average remaining lease term		2.00 years
Weighted-average discount rate		6		%

Maturities of operating lease liabilities as of June 30, 2019 are as follows (in thousands):



Fiscal Year	Amount

2019 (Remaining six months)	$	472
2020	837
2021	473
2022	—
2023	—
Thereafter	—
Total operating lease payments	1,782
Less: imputed interest	84
Total operating lease liabilities	$	1,698

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Future minimum operating lease payments as of December 31, 2018 were as follows (in thousands):



Fiscal Year	Amount

2019	$	1,140
2020	1,003
2021	559
2022	—
2023	—
Thereafter	—
Total	$	2,702

As of June 30, 2019, the Company had no additional significant operating or finance leases that had not yet commenced.

Lessor arrangements

The Company has operating and ~~Other Long-term Receivables, see Note 3.~~sales-type leases for medical device equipment generated from its medical devices segment. The Company’s leases have remaining lease terms of less than one year to five years, some of which include options to extend the leases on a month-to-month basis if the customer does not notify the Company of the intention to return the equipment at the end of the lease term. The Company typically does not offer options to terminate the leases before the end of the lease term.

The components of lease income are as follows:



		Three Months Ended				Six Months Ended
		June 30,				June 30,
(in thousands)	Classification	2019		2018		2019		2018

Sales-type lease selling price	Product revenue, net	$	—	$	—	$	—	$	151
Cost of underlying asset		—		—		—		58
Operating profit		$	—	$	—	$	—	$	209

Interest income on the lease receivable	Interest and other income, net	$	14	$	12	$	26	$	24

Initial direct costs incurred	Operating expense	$	—	$	—	$	—	$	8

Operating lease Income	Product revenue, net	$	1,355	$	2,840	$	2,592	$	4,125

Net investment in sales-type leases are as follows:



(in thousands)	Classification	June 30, 2019		December 31, 2018

Lease payment receivable, current	Accounts receivable, net and Notes receivable, current	$	431	$	533
Lease payment receivable, long-term	Notes receivable, long-term and Other assets	547		475
Total lease payment receivable		$	978	$	1,008

Equipment under lease is stated at cost less accumulated depreciation and is classified as “Property and equipment, net” on the Condensed Consolidated Balance Sheets. Depreciation is computed using the straight-line method over an estimated useful life of the greater of the lease term or five years to ten years. Equipment under lease is as follows:

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)



(in thousands)	June 30, 2019			December 31, 2018

Equipment under lease	$	6,758		$	6,529
Less accumulated depreciation	(4,698		)	(3,665		)
Equipment under lease, net	$	2,060		$	2,864

Maturities of sales-type lease receivables as of June 30, 2019 are as follows (in thousands):



Fiscal Year	Amount

2019 (Remaining six months)	$	245
2020	394
2021	198
2022	150
2023	52
Thereafter	—
Total undiscounted cash flows	1,039
Present value of lease payments (recognized as lease receivables)	978
Difference between undiscounted and discounted cash flows	$	61

Maturities of operating lease receivables as of June 30, 2019 are as follows (in thousands):



Fiscal Year	Amount

2019 (Remaining six months)	$	1,274
2020	1,587
2021	551
2022	116
2023	29
Thereafter	—
Total undiscounted cash flows	$	3,557

8. ~~Inventories~~

~~Inventories consisted of the following (in thousands):~~

September 30, December 31,
2017 2016
Raw materials $ 1,204
$ —
Work in process 3,950
1,625
Finished goods 7,062
1,259
Total inventory $ 12,216
$ 2,884

In addition, as of September 30, 2017 and December 31, 2016, the Company deferred approximately $1.1 million and $0.1 million, respectively, of costs associated with inventory transfer made under the Company’s third party logistic provider service arrangement. These costs have been recorded as other assets on the Company’s Condensed Consolidated Balance Sheet as of September 30, 2017 and December 31, 2016. The Company will recognize the cost of product sold as inventory is transferred from its third party logistic provider to the Company’s customers.

During the third quarter of 2017 and fourth quarter of 2016, the Company recognized an inventory write-down of $0.1 million and $0.3 million, respectively, related to Noden Products that the Company would not be able to sell prior to their expiration.

9. Intangible Assets ~~and Goodwill~~

Intangible Assets, Net

~~The components of intangible assets as of September 30, 2017 and December 31, 2016 were as follows:~~

September 30, 2017 December 31, 2016
(in thousands) Cost Accumulated Amortization Net Cost Accumulated Amortization Net
Finite-lived intangible assets:
Acquired products rights⁽¹⁾
$ 216,690
$ (27,086 ) $ 189,604
$ 216,690
$ (10,834 ) $ 205,856
Customer relationships^{(1) (2)}
26,080
(3,077 ) 23,003
23,880
(1,194 ) 22,686
Acquired technology⁽²⁾
9,200
(255 ) 8,945
—
—
—
Acquired trademarks⁽²⁾
570
(48 ) 522
—
—
—
$ 252,540
$ (30,466 ) $ 222,074
$ 240,570
$ (12,028 ) $ 228,542

~~________________~~

~~(1) The Company acquired certain intangible assets as part of the~~On June 8, 2018, Noden ~~Transaction, as described further in Note 18. They are amortized on a straight-line basis over a weighted average period of 10.0 years.~~

(2) The Company acquired certain intangible assets as part of the LENSAR transaction, as described further in Note 18. They are amortized over a weighted average period of 15 years. The intangible assets for acquired technology and trademarks are being amortized over their estimated useful lives using the straight-line method of amortization. The intangible assets for customer relationships are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained.

~~Amortization expense for the nine months ended September 30, 2017 was $18.4 million.~~

Based on the intangible assets recorded at September 30, 2017, and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated amortization expense is expected to be as follows (in thousands):

Fiscal Year Amount
2017 (Remaining three months) $ 6,251
2018 24,989
2019 24,969
2020 24,950
2021 24,934
2022 24,843
Thereafter 91,138
Total intangible assets acquired $ 222,074

~~Goodwill~~

Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. The Company applies ASC 350, Goodwill and Other Intangible Assets, which requires testing goodwill for impairment on an annual basis. The Company assesses goodwill for impairment as part of its annual reporting process in the fourth quarter. The Company evaluates goodwill on a reporting unit basis as the Company is organized as a multiple reporting unit.

~~10. Accrued Liabilities~~

~~Accrued liabilities consist of the following:~~

(in thousands) September 30,
2017 December 31,
2016
Compensation $ 8,332
$ 3,131
Interest 2,218
2,554
Deferred revenue 3,761
—
Dividend payable 122
21
Legal 585
1,594
Accrued rebates, chargebacks and other revenue reserves 20,652
12,338
Refund to manufacturer 693
8,909
Customer advances 13,469
—
Other 1,775
2,028
Total $ 51,607
$ 30,575

~~The following table provides a summary of activity with respect to the Company’s sales allowances and accruals for the nine months ended September 30, 2017:~~

(in thousands) Discount and Distribution Fees Government Rebates and Chargebacks Assistance and Other Discounts Product Return Total
Balance at December 31, 2016: $ 2,475
$ 5,514
$ 2,580
$ 1,769
$ 12,338
Allowances for current period sales 6,565
14,455
6,625
3,054
30,699
Allowances for prior period sales —
253
—
—
253
Credits/payments for current period sales (3,048 ) (4,720 ) (4,435 ) (1,145 ) (13,348 )
Credits/payments for prior period sales (2,425 ) (4,353 ) (1,488 ) (1,024 ) (9,290 )
Balance at September 30, 2017: $ 3,567
$ 11,149
$ 3,282
$ 2,654
$ 20,652

~~11. Commitments and Contingencies~~

~~PDL BioPharma, Inc. v Merck Sharp & Dohme, Corp.~~

On January 22, 2016, the Company filed a complaint against Merck Sharp & Dohme, Corp (“Merck”) for patent infringement in the United States District Court for the District of New Jersey. In the complaint, the Company alleged that manufacture and sales of certain of Merck’s Keytruda product infringed one or more claims of the Company’s U.S. Patent No. 5,693,761 (the “761 Patent”). The Company requested judgment that Merck infringed the 761 Patent, an award of damages due to the infringement, a finding that such infringement was willful and deliberate and trebling of damages therefore, and a declaration that the case is exceptional and warrants an award of attorney’s fees and costs.

~~On April 21, 2017, the Company~~DAC entered into a ~~settlement agreement~~Settlement Agreement (the “Settlement Agreement”) with ~~Merck~~Anchen Pharmaceuticals, Inc. and its affiliates (“Anchen”) to resolve the patent ~~infringement lawsuit between the parties pending in the U.S. District Court for the District of New Jersey related~~litigation relating to Merck’s Keytruda humanized antibody product. Under the terms of the agreement, Merck paid the Company a one time, lump-sum payment of $19.5 million, and the Company granted Merck a fully paid-up, royalty free, non-exclusive license to certain of the Company’s rights to issued patents in the United States and elsewhere, covering the humanization of antibodies (the “Queen et al. patent”) for use in connection with Keytruda as well as a covenant not to sue Merck for any royalties regarding Keytruda. In addition, the parties agreed to dismiss all claims in the relevant legal proceedings.

~~Wellstat Litigation~~

On September 4, 2015, the Company filed in the Supreme Court of New York a motion for summary judgment in lieu of complaint which requested that the court enter judgment against Wellstat Diagnostics Guarantors for the total amount due on the Wellstat Diagnostics debt, plus all costs and expenses including lawyers’ fees incurred by the Company in enforcement of the related guarantees. On July 29, 2016, the court issued its Memorandum of Decision granting the Company’s motion for summary judgment and denying the Wellstat Diagnostics Guarantors’ cross-motion for summary judgment seeking a determination that they were no longer liable under the guarantees. The Supreme Court of New York held that the Wellstat Diagnostics Guarantors are liable for all “Obligations” owed by Wellstat Diagnostics to the Company. It did not set a specific dollar amount due, but ordered that a judicial hearing officer or special referee be designated to determine the amount of the Obligations owing, and awarded the Company its attorneys’ fees and costs in an amount to be determined. On July 29, 2016, the Wellstat Diagnostics Guarantors filed a notice of appeal from the Memorandum of Decision to the Appellate Division of the Supreme Court of New York. On February 14, 2017, the Appellate Division reversed the summary judgment decision of the Supreme Court in the Company’s favor, but affirmed the denial of the Wellstat Guarantors’ cross-motion for summary judgment. The Appellate Division determined that the action was inappropriate for summary judgment pursuant to New York Civil Practice Law & Rules section 3213 on procedural grounds, but specifically made no determination regarding whether the Company was entitled to a judgment on the merits. Pursuant to this decision, the action will be remanded to the Supreme Court for further proceedings on the merits. The proceeding will be conducted as a plenary proceeding, with both parties having the opportunity to take discovery and file dispositive motions in accordance with New York civil procedure.

~~Noden Pharma DAC v Anchen Pharmaceuticals, Inc. et al~~

~~On June 12, 2017, Noden Pharma DAC (“Noden”) filed a complaint against Anchen Pharmaceuticals, Inc. (“Anchen”) and Par Pharmaceutical (“Par”) for~~ infringement of U.S. Patent No. 8,617,595 (the “‘595 Patent”) based on their submission of an Abbreviated New Drug Application (“ANDA”) seeking authorization from the FDA to market a generic version of ~~Tekturna®~~ aliskiren, ~~hemifumarate tablets, 150 mg and 300 mg,~~the active ingredient in the ~~United States. Noden’s suit triggered a 30-month stay~~Tekturna and Tekturna HCT drug. Under the Settlement Agreement, Anchen, the sole ANDA filer of ~~FDA approval of that application under~~which the ~~Hatch Waxman Act. Par filed a counterclaim seeking a declaratory judgment that their proposed~~Company is aware, agreed to not commercialize its generic version of ~~Tekturna HCT~~^®aliskiren ~~hemifumarate hydrochlorothiazide tablets (150 mg eq. base/12.5 mg HCT, 150 mg eq. base/25 mg HCT, 300 mg eq. base/12.5 mg HCT, and 300 mg eq. base/25 mg HCT), described in~~prior to March 1, 2019. Per the Settlement Agreement, Anchen may commercialize their formulation of aliskiren, but is not permitted to commercialize a ~~separate ANDA submitted by Par to FDA, alleging noninfringement~~copy of ~~U.S. Patent No. 8,618,172, also owned by~~Tekturna.

Accordingly, management evaluated the ongoing value of the Noden ~~Pharma DAC. This case is proceeding~~DAC asset group based upon the probability of Anchen’s market entry of a generic version of aliskiren in the United States ~~District Court~~and the associated cash flows and conducted a test for impairment. Due to the ~~District~~increased probability of ~~Delaware. Noden Pharma DAC intends to continue to take appropriate legal action to protect its intellectual property in Tekturna~~^® ~~and Tekturna HCT~~^®.

~~Noden is aware that Novartis received Paragraph IV certifications from Par for Tekturna HCT and Anchen on December 31, 2013. Novartis did not file~~ a ~~responsive patent infringement suit related to these certifications. However, to Noden’s knowledge, neither Par nor Anchen have~~generic version of aliskiren being launched in the ~~meantime commercialized generic aliskiren products.~~

~~Depomed, Inc. vs. Valeant Pharmaceuticals, Inc.~~

~~On October 27, 2017, Valeant, Depomed and~~United States, the Company ~~entered into a settlement agreement (“Settlement Agreement”) to resolve all matters addressed in the lawsuit. Under the terms~~revised its estimates of ~~the Settlement Agreement, the litigation will be dismissed, with prejudice,~~future cash flows and ~~Valeant will pay to Depomed a one-time, lump-sum payment of $13.0 million. In addition, Depomed and the Company released Valeant and its subsidiary from any and all claims against them~~ as a result of this analysis, determined that the audit, Valeant’s obligation to pay additional royalties under the commercialization agreement and/or the litigation; and Valeant released Depomed and the Company against any and all claims against them as a resultsum of the audit and/or the litigation. The settlement payment was transferred to the Company under the terms of the Depomed Royalty Agreement in November of 2017 and has been reflected in the Depomed royalty rights asset discounted cashflow valuation as of September 30, 2017.

~~Other Legal Proceedings~~

From time to time, the Company is involved in lawsuits, arbitrations, claims, investigations and proceedings, consisting of intellectual property, commercial, employment and other matters, which arise in the ordinary course of business. The Company makes provisions for liabilities when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Such provisions are reviewed at least quarterly and adjusted to reflect the impact of settlement negotiations, judicial and administrative rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. If any unfavorable ruling were to occur in any specific period, there exists the possibility of a material adverse impact on the results of the Company’s operations of that period and on itsundiscounted cash flows ~~and liquidity.~~

~~Lease Guarantee~~

In connection with the spin-off (the “Spin-Off”) by the Company of Facet Biotech Corporation (“Facet”), the Company entered into amendments to the leases for the Company’s former facilities in Redwood City, California, under which Facet was added as a co-tenant, and a Co-Tenancy Agreement, under which Facet agreed to indemnify us for all matters related to the leases attributable to the period after the Spin-Off date. As of September 30, 2017, the total lease payments for the duration of the guarantee, which runs through December 2021, are approximately $47.9 million. In April 2010, Abbott Laboratories acquired Facet and later renamed the entity AbbVie Biotherapeutics, Inc. (“AbbVie”). If AbbVie were to default under its lease obligations, the Company could be held liable by the landlord as a co-tenant and, thus, the Company has in substance guaranteed the payments under the lease agreements for the Redwood City facilities.

The Company prepared a discounted, probability weighted cash flow analysis to calculate the estimated fair value of the lease guarantee as of the Spin-Off. The Company was required to make assumptions regarding the probability of Facet’s default on the lease payment, the likelihood of a sublease being executed and the times at which these events could occur. These assumptions are based on information that the Company received from real estate brokers and the then-current economic conditions, as well as expectations of future economic conditions. The fair value of this lease guarantee was charged to additional paid-in capital upon the Spin-Off and any future adjustments tonot greater than the carrying value of the ~~obligation will also~~assets. Therefore, the Company performed a discounted cash flow analysis to estimate the fair value of the asset group in accordance with ASC Topic 360, Impairment or Disposal of Long-lived Assets. The cash flows used in this analysis are those expected to be ~~recorded in additional paid-in capital.~~generated by market participants, discounted to reflect an appropriate

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

amount of risk, which was determined to be 21%. The Company ~~has recorded~~concluded that the Noden DAC acquired product rights and customer relationship long-lived assets, with a ~~liability~~carrying amount of ~~$10.7~~$192.5 million, ~~on its Condensed Consolidated Balance Sheets as~~were no longer recoverable and wrote them down to their estimated fair value of ~~September 30, 2017 and December 31, 2016, related to this guarantee. In future periods, the Company may adjust this liability for any changes~~$40.1 million, resulting in an impairment charge of $152.3 million in the ~~ultimate outcome~~second quarter of ~~this matter that are both probable~~2018. This write-down is included in “Impairment of intangible assets” in the Consolidated Statements of Operations and ~~estimable.~~the Consolidated Statements of Cash Flows.

~~Irrevocable Letters of Credit~~

On ~~June 30, 2016,~~March 4, 2019, the Company ~~purchased a $75.0 million certificate~~announced the U.S. commercial launch of ~~deposit, which is designated~~an authorized generic form of Tekturna, with the same drug formulation as Tekturna. The Company performed an impairment assessment of the Noden asset group at this time by estimating the undiscounted future cash ~~collateral for the $75.0 million letter of credit issued on July 1, 2016~~flows with respect to the ~~first anniversary payment under~~asset against its carrying value and concluded a further impairment was not required.

On March 22, 2019, the FDA approved Anchen’s generic form of aliskiren. The Company performed an impairment assessment of the Noden ~~Purchase Agreement (as defined in Note 18 below). In addition,~~asset group at this time and concluded no further impairment was required.

Future events, such as FDA approval of additional generic forms of aliskiren, or pricing or market share pressure resulting from existing generic competition, may be further indicators of impairment which may require the Company ~~provided an irrevocable and unconditional guarantee~~ to Novartis Pharma AG (“Novartis”), to pay up to $14.0 million of the remaining amount of the first anniversary payment not covered by the letter of credit. The Company concluded that both guarantees are contingent obligations and shall be accounted for in accordance with ASC 450, ~~Contingencies~~. Further, it was concluded that both guarantees do not meet the conditions to be accrued at September 30, 2017. On July 3, 2017, the first anniversary payment of $89.0 million was paid pursuant to the Noden Purchase Agreement and the $14.0 million guarantee was extinguished. On July 31, 2017, the $75.0 million certification of deposit matured, and on August 1, 2017, the letter of credit terminated and is no longer available to Novartis.

~~Purchase Obligations~~perform additional impairment testing.

In ~~connection with~~April 2019, LENSAR acquired certain intellectual property from a third-party for $2.0 million in cash and obligations to pay a $0.3 million milestone payment and royalties upon the ~~Noden Transaction, Noden entered into an unconditional purchase obligation with Novartis to acquire all local finished goods inventory in~~completion of certain countries upon transfer of the applicable marketing authorization rights in such country. The purchase is payable within 60 days after the transfer of the marketing authorization rights. The agreement does not specify minimum quantities but details pricing terms.

In addition, Noden and Novartis entered into a supply agreement pursuant to which Novartis will manufacture and supply to Noden a finished form of the Noden Products and bulk drug form of the Noden Products for specified periods of time prior to the transfer of manufacturing responsibilities for the Noden Products to another manufacturer. The supply agreement may be terminated by either party for material breach that remains uncured for a specified time period. The supply agreement commits the Company to a minimum purchase obligation of approximately $17.1 million and $120.7 million over the next twelve and twenty-four months, respectively. The Company expects to meet this requirement. For more information about the Noden Transaction, see Note 18.

LENSAR and Coherent, Inc. entered into an Original Equipment Manufacturer agreement pursuant to which Coherent, Inc. will manufacture and supply to LENSAR Staccato Lasers by December 31, 2017. The supply agreement commits LENSAR to a minimum purchase obligation of approximately $1.1 million over the next three months. The Company expects that LENSAR will meet this requirement. For more information about the LENSAR transaction, see Note 18.

~~Escrow Receivable~~

~~On September 21, 2017, the Company entered into the kaléo Note Sale Agreement, pursuant to which the Company sold its entire interest in the kaléo Note.~~

Pursuant to the kaléo Note Sale Agreement, the purchaser paid to the Company an amount equal to 100% of the then outstanding principal, a premium of 1% of such amount and accrued interest under the kaléo Notes, for an aggregate cash purchase price of $141.7 million.

Pursuant to the terms of the kaléo Note Sale Agreement, $1.4 million of the aggregate purchase price was deposited into an escrow account as a potential payment against certain contingencies and on the 18th month anniversary of the closing date, the Escrow Agent will release any funds remaining in the escrow account to the Company.events.

The ~~Company does not believe that it will~~components of intangible assets as of June 30, 2019 and December 31, 2018 were as follows:



	June 30, 2019							December 31, 2018
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount

Finite-lived intangible assets:
Acquired products rights⁽¹⁾	$	36,143	$	(4,517	)	$	31,626	$	36,143	$	(2,258	)	$	33,885
Customer relationships^{(1) (2) (4)}	8,028		(1,209		)	6,819		8,028		(782		)	7,246
Acquired technology^{(2) (3) (5)}	13,311		(1,630		)	11,681		11,011		(1,203		)	9,808
Acquired trademarks⁽²⁾	570		(247		)	323		570		(190		)	380
	$	58,052	$	(7,603	)	$	50,449	$	55,752	$	(4,433	)	$	51,319

________________


⁽¹⁾	The Company acquired certain intangible assets as part of the Noden transaction. They are being amortized on a straight-line basis over a weighted-average period of eight years.


⁽²⁾	The Company acquired certain intangible assets as part of its acquisition of LENSAR in May 2017. They are being amortized on a straight-line basis over a weighted-average period of 15 years. The intangible assets for customer relationships are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained.


⁽³⁾	The Company acquired certain intangible assets as part of the foreclosure on certain of Direct Flow Medical assets. They are being amortized on a straight-line basis over a weighted-average period of 10 years.


⁽⁴⁾	LENSAR acquired certain intangible assets for customer relationships from Precision Eye Services, which are being amortized using a double-declining method over a period of 20 years.


⁽⁵⁾	LENSAR acquired certain intangible assets from a third-party, which are being amortized on a straight-line basis over a period of 15 years.

For the three and six months ended June 30, 2019 amortization expense was $1.6 million and $3.2 million, respectively, and for the three and six months ended June 30, 2018 amortization expense was $6.4 million and $12.7 million, respectively.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Based on the intangible assets recorded at June 30, 2019, and assuming no subsequent additions to or impairment of the underlying assets, the remaining amortization expense is expected to be subject to claims contemplated under the escrow agreement. However, in the event that such a claim is made, and if successful, the amount of such a claim up to $1.4 million would be released from the escrow account, which may reduce the amount ultimately returned to the Company when the 18 months escrow period has ended. As of September 30, 2017, the Company is not aware of any claims by the purchaser that would reduce the escrow receivable.as follows (in thousands):



Fiscal Year	Amount

2019 (Remaining six months)	$	3,212
2020	6,394
2021	6,362
2022	6,257
2023	6,194
Thereafter	22,030
Total remaining amortization expense	$	50,449

~~12.~~9. Accrued Liabilities

Accrued liabilities consist of the following:



(in thousands)	June 30, 2019		December 31, 2018

Accrued rebates, chargebacks and other revenue reserves	$	8,248	$	20,133
Deferred revenue	4,800		8,811
Compensation	5,017		4,468
Interest	344		344
Legal	314		623
Other	4,776		4,933
Total	$	23,499	$	39,312

The following table provides a summary of activity with respect to the Company’s sales allowances and accruals for the six months ended June 30, 2019:



(in thousands)	Discount and Distribution Fees			Government Rebates and Chargebacks			Assistance and Other Discounts			Product Returns			Total

Balance at December 31, 2018	$	3,094		$	8,901		$	3,457		$	4,681		$	20,133
Allowances for current period sales	3,069			6,455			2,962			951			13,437
Allowances for prior period sales	—			1,841			120			—			1,961
Credits/payments for current period sales	(1,544		)	(4,929		)	(2,401		)	(232		)	(9,106		)
Credits/payments for prior period sales	(3,044		)	(9,910		)	(3,005		)	(2,218		)	(18,177		)
Balance at June 30, 2019	$	1,575		$	2,358		$	1,133		$	3,182		$	8,248

10. Convertible Senior Notes


		Principal Balance Outstanding		Carrying Value					Principal Balance Outstanding		Carrying Value
		September 30,		September 30,		December 31,			June 30,		June 30,		December 31,
Description	Maturity Date	2017		2017		2016		Maturity Date	2019		2019		2018
(In thousands)
Convertible Notes
February 2018 Notes	February 1, 2018	$	126,447	$	124,922	$	121,595
(in thousands)
Convertible Senior Notes
December 2021 Notes	December 1, 2021	$	150,000	115,716		110,848		December 1, 2021	$	150,000	$	128,520	$	124,644
Total				$	240,638	$	232,443				$	128,520	$	124,644

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

February 2018 Notes

On February 12, 2014, the Company issued $300.0 million in aggregate principal amount, at par, of the February 2018 Notes in an underwritten public offering, for net proceeds of $290.2 million. The February 2018 Notes ~~are~~were due February 1, ~~2018, and the Company pays interest at 4.0% on the February 2018 Notes semiannually in arrears on February 1 and August 1 of each year,~~

beginning August 1, 2014. A portion of the proceeds from the February 2018 Notes, net of amounts used for purchased call option transactions and provided by the warrant transactions described below, were used to redeem $131.7 million of the Company’s 2.975% Convertible Senior Notes due February 17, 2016. Upon the occurrence of a fundamental change, as defined in the indenture, holders have the option to require the Company to repurchase their February 2018 Notes at a purchase price equal to ~~100%~~ ~~of the principal, plus accrued interest.~~

On2018. In November ~~20,~~ 2015, ~~the Company’s agent initiated the repurchase of~~ $53.6 million in aggregate principal amount of ~~its~~the February 2018 Notes ~~for $43.7~~were repurchased and in November 2016 an additional $120.0 million in cash in four open market transactions. The closing of these transactions occurred on November 30, 2015. It was determined that the repurchase of the principal amount shall be accounted for as a partial extinguishment of the February 2018 Notes. As a result, a gain on extinguishment of $6.5 million was recorded at closing of the transaction. The $6.5 million gain on extinguishment included the de-recognition of the original issuance discount of $3.1 million, outstanding deferred issuance costs of $0.9 million and agent fees of $0.1 million. Immediately following the repurchase, $246.4 millionaggregate principal amount of the February 2018 Notes ~~was outstanding with $14.1 million of remaining original issuance discount and $4.1 million of debt issuance costs to be amortized over the remaining life of the February 2018 Notes.~~

were repurchased in open market transactions. In connection with ~~this repurchase~~these repurchases, the Company unwound a corresponding portion of the purchased call options and warrants related to the notes.

On February 1, 2018, upon maturity of the February 2018 Notes, the Company ~~unwound~~repaid a ~~portion~~total cash amount of ~~the purchased call options related~~$129.0 million to the ~~notes. As a result~~custodian, The Bank of ~~this unwinding, the~~New York Mellon Trust Company, ~~received $0.3~~N.A., which was comprised of $126.4 million in ~~cash. The payments received have been recorded as an increase to additional paid-in-capital. In addition, the Company unwound a portion of the warrants for $0.2~~principal amount and $2.6 million in ~~cash, payable by the Company. The payments have been recorded as a decrease~~accrued interest, to ~~additional paid-in-capital. At the time of the transaction, the Company concluded that the remaining purchased call options and warrants continue to meet all criteria for equity classification.~~

On November 22, 2016, the Company repurchased $120.0 million in aggregate principal amount of its February 2018 Notes for approximately $121.5 million in cash (including $1.5 million of accrued interest) in open market transactions. It was determined that the repurchase of the principal amount shall be accounted for as an extinguishment. The extinguishment included the de-recognition of the original issuance discount of $4.3 million and outstanding deferred issuance costs of $1.3 million. Immediately following the repurchase, $126.4 million principal amount ofretire the February 2018 ~~Notes was outstanding with $4.6 million of remaining original issuance discount and $1.4 million of debt issuance costs to be amortized over the remaining life of the February 2018~~ Notes.

In connection with the repurchase of the February 2018 Notes, the Company unwound a portion of the purchased call options. The unwind transaction of the purchased call option did not result in any cash payments between the parties. In addition, the Company and the counterparties agreed to unwind a portion of the warrants, which also did not result in any cash payments between the parties. At the time of the transaction, the Company concluded that the remaining purchased call options and warrants continue to meet all criteria for equity classification.

~~The February 2018 Notes are convertible under any of the following circumstances:~~

During any fiscal quarter ending after the quarter ended June 30, 2014, if the last reported sale price of the Company’s common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter exceeds 130% of the conversion price for the notes on the last day of such preceding fiscal quarter;

During the five business-day period immediately after any five consecutive trading-day period in which the trading price per $1,000 principal amount of notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the notes for each such day;

~~Upon the occurrence of specified corporate events as described further in the indenture; or~~

~~At any time on or after August 1, 2017.~~

The initial conversion rate for the February 2018 Notes is 109.1048 shares of the Company’s common stock per $1,000 principal amount of February 2018 Notes, which is equivalent to an initial conversion price of approximately $9.17 per share of common stock, subject to adjustments upon the occurrence of certain specified events as set forth in the indenture. Upon conversion, the Company will be required to pay cash and, if applicable, deliver shares of the Company’s common stock as described in the indenture.

~~As of September 30, 2017, the Company’s February 2018 Notes are convertible. At September 30, 2017, the if-converted value of the February 2018 Notes did not exceed the principal amount.~~

In accordance with the accounting guidance for convertible debt instruments that may be settled in cash or other assets on conversion, the Company was required to separately account for the liability component of the instrument in a manner that reflects the market interest rate for a similar nonconvertible instrument at the date of issuance. As a result, the Company separated the principal balance of the February 2018 Notes between the fair value of the debt component and the fair value of the common stock conversion feature. Using an assumed borrowing rate of 7.0%, which represents the estimated market interest rate for a similar nonconvertible instrument available to the Company on the date of issuance, the Company recorded a total debt discount of $29.7 million, allocated $19.3 million to additional paid-in capital and allocated $10.4 million to deferred tax liability. The discount is being amortized to interest expense over the term of the February 2018 Notes and increases interest expense during the term of the February 2018 Notes from the 4.0% cash coupon interest rate to an effective interest rate of 6.9%. As of ~~September 30, 2017, the remaining discount amortization period is 0.3 years.~~

~~The carrying value and unamortized discount of the February 2018 Notes were as follows:~~

(In thousands) September 30, 2017 December 31, 2016
Principal amount of the February 2018 Notes $ 126,447
$ 126,447
Unamortized discount of liability component (1,525 ) (4,852 )
Net carrying value of the February 2018 Notes $ 124,922
$ 121,595

Interest expense for the February 2018 Notes on the Company’s Condensed Consolidated Statements of ~~Income~~Operations was as follows:

Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands) 2017 2016 2017 2016
Contractual coupon interest $ 1,264
$ 2,465
$ 3,793
$ 7,393
Amortization of debt issuance costs 259
457
758
1,337
Amortization of debt discount 870
1,591
2,569
4,696
Total $ 2,393
$ 4,513
$ 7,120
$ 13,426

~~Purchased Call Options and Warrants~~

In connection with the issuance of the February 2018 Notes, the Company entered into purchased call option transactions with two hedge counterparties. The Company paid an aggregate amount of $31.0 million for the purchased call options with terms substantially similar to the embedded conversion options in the February 2018 Notes. The purchased call options cover, subject to anti-dilution and certain other customary adjustments substantially similar to those in the February 2018 Notes, approximately 13.8 million shares of the Company’s common stock. The Company may exercise the purchased call options upon conversion of the February 2018 Notes and require the hedge counterparty to deliver shares to the Company in an amount equal to the shares required to be delivered by the Company to the note holder for the excess conversion value. The purchased call options expire on February 1, 2018, or the last day any of the February 2018 Notes remain outstanding.

In addition, the Company sold to the hedge counterparties warrants exercisable, on a cashless basis, for the sale of rights to receive shares of common stock that will initially underlie the February 2018 Notes at a strike price of $10.3610 per share, which represents a premium of approximately 30% over the last reported sale price of the Company’s common stock of $7.97 on February 6, 2014. The warrant transactions could have a dilutive effect to the extent that the market price of the Company’s common stock exceeds the applicable strike price of the warrants on the date of conversion. The Company received an aggregate amount of $11.4 million for the sale from the two counterparties. The warrant counterparties may exercise the warrants on their specified expiration dates that occur over a period of time. If the VWAP of the Company’s common stock, as defined in the warrants, exceeds the strike price of the warrants, the Company will deliver to the warrant counterparties shares equal to the spread between the VWAP on the date of exercise or expiration and the strike price. If the VWAP is less than the strike price, neither party is obligated to deliver anything to the other.

The purchased call option transactions and warrant sales effectively serve to reduce the potential dilution associated with conversion of the February 2018 Notes. The strike price is subject to further adjustment in the event that future quarterly dividends exceed $0.15 per share.

~~The purchased call options and warrants are considered indexed to the Company stock, require net-share settlement, and met all criteria for equity classification at inception and at~~ ~~September 30, 2017~~. The purchased call options cost of $31.0 million, less deferred taxes of $10.8 million, and the $11.4 million received for the warrants, was recorded as adjustments to additional paid-in capital. Subsequent changes in fair value will not be recognized as long as the purchased call options and warrants continue to meet the criteria for equity classification.



	Three Months Ended		Six Months Ended
	June 30,		June 30,
(in thousands)	2018		2018

Contractual coupon interest	$	—	$	421
Amortization of debt issuance costs	—		88
Amortization of debt discount	—		293
Total	$	—	$	802

December 2021 Notes

On November 22, 2016, the Company issued $150.0 million in aggregate principal amount, at par, of the December 2021 Notes in an underwritten public offering, for net proceeds of $145.7 million. The December 2021 Notes are due December 1, 2021, and the Company pays interest at 2.75% on the December 2021 Notes semiannually in arrears on June 1 and December 1 of each year, beginning June 1, 2017. A portion of the proceeds from the December 2021 Notes, net of amounts used for the capped call transaction described below, was used to extinguish $120.0 million of the February 2018 Notes.

Upon the occurrence of a fundamental change, as defined in the indenture entered into in connection with the December 2021 Notes (the “December 2021 Notes Indenture”), holders have the option to require the Company to repurchase their December 2021 Notes at a purchase price equal to 100% of the principal, plus accrued interest.

The December 2021 Notes are convertible under any of the following circumstances:

During any fiscal quarter (and only during such fiscal quarter) commencing after the fiscal quarter ended June 30, 2017, if the last reported sale price of Company common stock for at least 20 trading days (whether or not consecutive), in the period of 30 consecutive trading days, ending on, and including, the last trading day of the immediately preceding fiscal quarter, exceeds 130% of the conversion price for the notes on each applicable trading day;

During the five business-day period immediately after any five consecutive trading-day period, which the Company refers to as the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of Company common stock and the conversion rate for the notes for each such trading day; or

Upon the occurrence of specified corporate events as described in the ~~indenture.~~December 2021 Notes Indenture.

The initial conversion rate for the December 2021 Notes is 262.2951 shares of the Company’s common stock per $1,000 principal amount of December 2021 Notes, which is equivalent to an initial conversion price of approximately $3.81 per share of common stock, subject to adjustments upon the occurrence of certain specified events as set forth in the ~~indenture.~~December 2021 Notes Indenture.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

In accordance with the accounting guidance for convertible debt instruments that may be settled in cash or other assets on conversion, the Company was required to separately account for the liability component of the instrument in a manner that reflects the market interest rate for a similar nonconvertible instrument at the date of issuance. As a result, the Company separated the principal balance of the December 2021 Notes between the fair value of the debt component and the fair value of the common stock conversion feature. Using an assumed borrowing rate of 9.5%, which ~~represents~~represented the estimated market interest rate for a similar nonconvertible instrument available to usthe Company on the date of issuance, the Company recorded a total debt discount of $4.3 million, allocated $23.8 million to additional paid-in capital and allocated $12.8 million to deferred tax liability. The discount is being amortized to interest expense over the term of the December 2021 Notes and increases interest expense during the term of the December 2021 Notes from the 2.75% cash coupon interest rate to an effective interest rate of 3.4%. As of ~~September~~June 30, ~~2017,~~2019, the remaining discount amortization period is ~~4.2~~2.4 years.

The carrying value and unamortized discount of the December 2021 Notes were as follows:


(In thousands)	September 30, 2017			December 31, 2016
(in thousands)							June 30, 2019			December 31, 2018

Principal amount of the December 2021 Notes	$	150,000		$	150,000		$	150,000		$	150,000
Unamortized discount of liability component	(34,284		)	(39,152		)	(21,480		)	(25,356		)
Net carrying value of the December 2021 Notes	$	115,716		$	110,848		$	128,520		$	124,644

Interest expense for the December 2021 Notes on the Company’s Condensed Consolidated Statements of ~~Income~~Operations was as follows:


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
(In thousands)	2017		2016		2017		2016
(in thousands)									2019		2018		2019		2018

Contractual coupon interest	$	1,031	$	—	$	3,094	$	—	$	1,032	$	1,031	$	2,063	$	2,062
Amortization of debt issuance costs	18		—		54		—		20		19		40		38
Amortization of debt discount	132		—		393		—		138		135		276		269
Amortization of conversion feature	1,522		—		4,421		—		1,794		1,626		3,560		3,225
Total	$	2,703	$	—	$	7,962	$	—	$	2,984	$	2,811	$	5,939	$	5,594

As of ~~September~~June 30, ~~2017,~~2019, the December 2021 Notes are not convertible. ~~At September 30, 2017, the if-converted value of the December 2021 Notes did not exceed the principal amount.~~

Capped Call Transaction

In connection with the offering of the December 2021 Notes, the Company entered into a privately-negotiated capped call transaction with an affiliate of the underwriter of such issuance. The aggregate cost of the capped call transaction was $14.4 million. The capped call transaction is generally expected to reduce the potential dilution upon conversion of the December 2021 Notes and/or partially offset any cash payments the Company is required to make in excess of the principal amount of converted December 2021 Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transaction, is greater than the strike price of the capped call transaction. This initially corresponds to the approximate $3.81 per share conversion price of the December 2021 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the December 2021 Notes. The cap price of the capped call transaction was initially $4.88 per share, and is subject to certain adjustments under the terms of the capped call transaction. The Company will not be required to make any cash payments to the option counterparty upon the exercise of the options that are a part of the capped call transaction, but the Company will be entitled to receive from it an aggregate amount of cash and/or number of shares of the Company’s common stock, based on the settlement method election chosen for the related convertible senior notes, with a value equal to the amount by which the market price per share of the Company’s common stock, as measured under the terms of the capped call transaction, is greater than the strike price of the capped call transaction during the relevant valuation period under the capped call transaction, with such number of shares of the Company’s common stock and/or amount of cash subject to the cap price.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The Company evaluated the capped call transaction under authoritative accounting guidance and determined that ~~they~~it should be accounted for as separate ~~transactions~~transaction and classified as a net reduction to additional paid-in capital within stockholders’ equity with no recurring fair value measurement recorded.

~~13.~~11. Other Long-Term Liabilities

Other long-term liabilities consist of the following:


	September 30,		December 31,		June 30,		December 31,
(in thousands)					2019		2018
	2017		2016
(In thousands)
Accrued lease liability	$	10,700	$	10,700
Uncertain tax positions					$	32,402	$	31,706
Deferred tax liabilities					13,803		13,847
Accrued lease guarantee					10,700		10,700
Long-term incentive accrual	4,255		1,995		146		125
Uncertain tax positions	30,488		41,591
Dividend payable	149		270
Other	416		—		1,130		465
Total	$	46,008	$	54,556	$	58,181	$	56,843

12. Commitments and Contingencies

Lease Guarantee

In connection with the ~~Spin-Off,~~spin-off (the “Spin-Off”) by the Company of Facet Biotech Corporation (“Facet”), the Company entered into amendments to the leases for the Company’s former facilities in Redwood City, California, under which Facet was added as a co-tenant, and a Co-Tenancy Agreement, under which Facet

agreed to indemnify the Company for all matters related to the leases attributable to the period after the Spin-Off date. In April 2010, Abbott Laboratories acquired Facet and later renamed the entity AbbVie Biotherapeutics, Inc. (“AbbVie”). If AbbVie were to default under its lease obligations, the Company could be held liable by the landlord as a co-tenant and, thus, the Company has in substance guaranteed the payments under the lease agreements for the Redwood City facilities. As of ~~September~~June 30, ~~2017,~~2019, the total lease payments for the duration of the guarantee, which runs through December 2021, are approximately ~~$47.9 million. If Facet were~~$28.2 million.

The Company prepared a discounted, probability weighted cash flow analysis to calculate the estimated fair value of the lease guarantee as of the Spin-Off. The Company was required to make assumptions regarding the probability of Facet’s default on the lease payment, the likelihood of a sublease being executed and the times at which these events could occur. These assumptions are based on information that the Company ~~could~~received from real estate brokers and the then-current economic conditions, as well as expectations of future economic conditions. The fair value of this lease guarantee was charged to additional paid-in capital upon the Spin-Off and any future adjustments to the carrying value of the obligation will also be ~~responsible for lease-related costs including utilities, property taxes and common area maintenance that may be as much as the actual lease payments.~~ recorded in additional paid-in capital.

The Company has recorded a liability of $10.7 million on ~~the Company’s~~its Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2017,~~2019 and December 31, ~~2016,~~2018, related to this guarantee. In future periods, the Company may adjust this liability for any changes in the ultimate outcome of this matter that are both probable and estimable.

Purchase Obligations

Noden DAC and Novartis entered into a supply agreement pursuant to which Novartis will manufacture and supply to Noden DAC a bulk tableted form of the Noden Products and active pharmaceutical ingredient (“API”). In May 2019, Noden DAC and Novartis entered into an amended supply agreement pursuant to which Novartis will supply to Noden DAC a bulk tableted form of the Noden Products through 2020 and API through June 2021. The supply agreement may be terminated by either party for material breach that remains uncured for a specified time period. Under the terms of the amended supply agreement, Noden DAC is committed to purchase certain quantities of bulk product and API that would amount to approximately $90.9 million through June 2021, of which $53.1 million is committed over the next twelve months, which are guaranteed by the Company. While the supply agreement provides that the parties will agree to reasonable accommodations with respect to changes in firm orders, the Company expects that Noden DAC will meet the requirements of the supply agreement, unless otherwise negotiated.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

LENSAR entered into various supply agreements for the manufacture and supply of certain components. The supply agreements commit LENSAR to a minimum purchase obligation of approximately $6.3 million over the next twenty-four months, of which $4.9 million is due in the next twelve months. LENSAR expects to meet these requirements.

Escrow Receivable

On April 1, 2014, the Company entered into a note purchase agreement with Accel 300, LLC (“Accel 300”), a wholly-owned subsidiary of kaléo, Inc. (“kaléo”), pursuant to which the Company acquired $150.0 million of secured notes due 2029 (the “kaléo Note”). The kaléo Note was issued pursuant to an indenture between Accel 300 and U.S. Bank, National Association, as trustee, and was secured by 20% of net sales of its first approved product, Auvi-Q^® (epinephrine auto-injection, USP) (known as Allerject^® in Canada) and 10% of net sales of kaléo’s second proprietary auto-injector based product, EVZIO (naloxone hydrochloride injection) (the “kaléo Revenue Interests”), and a pledge of kaléo’s equity ownership in Accel 300. On September 21, 2017, the Company entered into an agreement (the “kaléo Note Sale Agreement”) with MAMKangaroo Lender, LLC, a Delaware limited liability company (the kaléo Purchaser”), pursuant to which the Company sold its entire interest in the kaléo Note for an aggregate cash purchase price of $141.7 million.

Pursuant to the terms of the kaléo Note Sale Agreement, $1.4 million of the aggregate purchase price was deposited into an escrow account as a potential payment against certain contingencies. The escrow period ended on March 20, 2019 and the escrow agent released the entire $1.4 million to the Company.

~~14. Stock-Based Compensation~~

The Company grants restricted stock awards pursuant to a stockholder approved stock-based incentive plan. This incentive plan is described in further detail in Note 15, Stock-Based Compensation, of Notes to the Condensed Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~.

In September 2017, the Company made inducement grants in the form of stock options and restricted stock awards. See the Company’s Current Report on Form 8-K filed with the SEC on September 11, 2017 for additional details.

~~The following table summarizes the Company’s stock option and restricted stock award activity during the~~ ~~nine months ended September 30, 2017~~:

Stock Options Restricted Stock Awards
(In thousands except per share amounts) Number of Shares Outstanding Weighted Average Exercise Price Number of Shares Outstanding Weighted Average Grant-date Fair Value Per Share
Balance at December 31, 2016 —
$ —
1,472
$ 3.96
Granted 961
$ 3.21
2,157
$ 2.27
Vested or released —
$ —
(426 ) $ 3.52
Forfeited or canceled —
$ —
(10 ) $ 3.12
Balance at September 30, 2017 961
$ 3.21
3,193
$ 2.88

~~15. Income Taxes~~

Income tax expense for the three months ended September 30, 2017 and 2016, was $4.8 million and $14.4 million, respectively, and for the nine months ended September 30, 2017 and 2016, was $65.2 million and $50.0 million, respectively, which resulted primarily from applying the federal statutory income tax rate to income before income taxes. The Company’s effective tax rates for the current period differs from the U.S. federal statutory rate of 35% due primarily to the effect of Subpart F income as result of the product acquisition triggering U.S. tax on the Company’s pro rata share of income earned by Noden as a controlled foreign corporation. The Company intends to indefinitely reinvest all of its undistributed foreign earnings outside of the United States.

The uncertain tax positions increased during the three months ended September 30, 2017 and 2016, by zero and $0.6 million, respectively, and increased during the nine months ended September 30, 2017 and 2016, by $29.7 million and $2.4 million, respectively, resulting from an increase in tax uncertainties and estimated tax liabilities.

The Company’s income tax returns are subject to examination by U.S. federal, state and local tax authorities for tax years 1996 forward. In May 2012, the Company received a “no-change” letter from the Internal Revenue Service (“IRS”) upon completion of an examination of the Company’s 2008 federal tax return. The Company is currently under income tax examination in the state of California for the tax years 2009 through 2015. Although the timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year, the Company does not anticipate any material change to the amount of its unrecognized tax benefit over the next 12 months.

~~16.~~13. Stockholders’ Equity

Stock Repurchase Program

On ~~March 1,~~September 25, 2017, the ~~Company’s~~Company announced that its board of directors authorized the repurchase ~~through March 2018~~ of issued and outstanding shares of the Company’s common stock having an aggregate value of up to ~~$30.0~~$25.0 million pursuant to a share repurchase program. The repurchases under the share repurchase program were made from time to time in the open market or in privately negotiated transactions and were funded from the Company’s working capital. All shares of common stock repurchased under ~~the Company’s~~this share repurchase program were retired and restored to authorized but unissued shares of common ~~stock at June 30, 2017.~~stock. The Company repurchased ~~13.3~~8.7 million shares of its common stock under the share repurchase program during the ~~nine months~~fiscal year ended ~~September 30, 2017~~December 31, 2018, for an aggregate purchase price of ~~$30.0~~$25.0 million, or an average cost of ~~$2.25~~$2.86 per share, including trading ~~commission.~~commissions.

On September ~~25, 2017,~~24, 2018, the ~~Company’s~~Company announced that its board of directors authorized the repurchase of issued and outstanding shares of the Company’s common stock having an aggregate value of up to ~~$25.0~~$100.0 million pursuant to a ~~new~~ share repurchase program. The ~~repurchases~~Company repurchased 21.1 million shares of its common stock under ~~the new~~this share repurchase program ~~are made from time to time in~~during the ~~open market~~six months ended June 30, 2019, for an aggregate purchase price of $70.4 million, or ~~in privately negotiated transactions and are funded from~~an average cost of $3.34 per share, including trading commissions. Since the ~~Company’s working capital. The amount and timing~~inception of such repurchases are dependent upon the price and availability of shares, general market conditions and the availability of cash. Repurchases may also be made under a trading plan under Rule 10b-5, which would permit shares to be repurchased whenthis share repurchase program through June 30, 2019, the Company ~~might otherwise be precluded from doing so because~~has repurchased 29.7 million shares for an aggregate purchase price of ~~self-imposed~~$95.9 million, or an average cost of $3.22 per share, including trading ~~blackout periods or other regulatory restrictions.~~commissions. As of June 30, 2019, the Company had 178,700 shares held in treasury stock at a total cost of $0.5 million. Those shares were settled and retired on July 5, 2019. All shares of common stock repurchased under ~~the Company’s new~~this share repurchase program ~~are expected to be~~were retired and restored to authorized but unissued shares of common stock. ~~As of September 30, 2017, the Company has not repurchased shares under this plan. The repurchase~~This program ~~may be suspended or discontinued at any time without notice.~~was completed in July 2019 as further discussed in Note 20, Subsequent Events.

~~17. Accumulated Other Comprehensive Income~~

Comprehensive income is comprised of net income and other comprehensive income (loss). The Company includes unrealized net gains (losses) on investments held in our available-for-sale securities in other comprehensive income (loss), and present the amounts net of tax. Our other comprehensive income (loss) is included in our Condensed Consolidated Statements of Comprehensive Income.14. Stock-Based Compensation

The ~~balance of accumulated other comprehensive income, net of tax, was as follows:~~Company grants restricted stock awards and stock options pursuant to a stockholder approved stock-based incentive plan.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following table summarizes the Company’s stock option and restricted stock award activity during the six months ended June 30, 2019:

Unrealized gains (losses) on available-for-sale securities Total Accumulated Other Comprehensive Income
(In thousands)
Beginning Balance at December 31, 2016 $ —
$ —
Activity for the nine months ended September 30, 2017 648
648
Ending Balance at September 30, 2017 $ 648
$ 648



	Stock Options			Restricted Stock Awards
(in thousands, except per share amounts)	Number of Shares Outstanding	Weighted Average Exercise Price		Number of Shares Outstanding		Weighted Average Grant-date Fair Value Per Share

Balance at December 31, 2018	7,869	$	2.82	883		$	2.87
Granted	5,666	$	3.61	851		$	3.66
Exercised or vested	—	$	—	(335	)	$	2.69
Forfeited or canceled	—	$	—	(49	)	$	2.52
Balance at June 30, 2019	13,535	$	3.15	1,350		$	3.43

~~18. Business Combinations~~15. Revenue from Contracts with Customers

~~NODEN TRANSACTION~~Revenue

~~Description~~Nature of Goods and Services

The following is a description of principal activities - separated by reportable segments - from which the Company generates its revenue. For more detailed information about reportable segments, see Note 16, Segment Information.

Pharmaceutical

The Company’s Pharmaceutical segment consists of revenue derived from the branded prescription Noden Products and the authorized generic launched in March 2019.

The agreement between Novartis and Noden DAC provides for various transition periods for development and commercialization activities relating to the Noden Products. Initially, Novartis distributed the Noden Products on behalf of Noden DAC worldwide and Noden DAC received a profit transfer on such sales. Generally, the profit transfer to Noden DAC was defined as gross revenues less product cost and a low single-digit percentage fee to Novartis. The profit transfer terminated upon the transfer of the marketing authorization from Novartis to Noden DAC in each country. In the United States, the duration of the profit transfer ran from July 1, 2016 through October 4, 2016. Outside the United States, the profit transfer ended in the first quarter of 2018.

Prior to the transfer of the marketing authorization, revenue was presented on a “net” basis; after the transfer of the marketing authorization, revenue is presented on a “gross” basis, meaning product costs are reported separately and there is no fee to Novartis. Except for the sales outside of the United States preceding the final profit transfer that occurred in the first quarter of 2018, revenues of the Noden ~~Transaction~~Products for the periods herein are presented on a gross basis.

~~On July 1, 2016,~~ Noden ~~Pharma DAC, entered into~~USA launched an asset purchase agreement (“Noden Purchase Agreement”) where by it purchased from Novartis the exclusive worldwide rights to manufacture, market, and sell the branded prescription medicine product sold under the name Tekturna® andauthorized generic of Tekturna ~~HCT®~~ in the United States in March 2019.

The Pharmaceutical segment principally generates revenue from products sold to wholesalers and ~~Rasilez®~~distributors. Customer orders are generally fulfilled within a few days of receipt resulting in minimal order backlog. Contractual performance obligations are usually limited to transfer of the product to the customer. The transfer occurs either upon shipment or upon receipt of the product in certain countries outside the United States after considering when the customer obtains control of the product. In addition, for some non-U.S. countries, the Company sells product on a consignment basis where control is not transferred until the customer resells the product to an end user. At these points, customers are able to direct the use of and ~~Rasilez HCT®~~obtain substantially all of the remaining benefits of the product.

Sales to customers are initially invoiced at contractual list prices. Payment terms are typically 30 to 90 days based on customary practice in each country. Revenue is reduced from the list price at the time of recognition for expected chargebacks, discounts,

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

rebates, sales allowances and product returns, which are collectively referred to as gross-to-net adjustments. These reductions are attributed to various commercial agreements, managed healthcare organizations and government programs such as Medicare, Medicaid, and the 340B Drug Pricing Program containing various pricing implications such as mandatory discounts, pricing protection below wholesaler list price and other discounts when Medicare Part D beneficiaries are in the ~~rest~~coverage gap. These various reductions in the transaction price have been estimated using either a most likely amount, in the case of prompt pay discounts, or expected value method for all other variable consideration and have been reflected as liabilities and are settled through cash payments, typically within time periods ranging from a few months to one year. Significant judgment is required in estimating gross-to-net adjustments considering legal interpretations of applicable laws and regulations, historical experience, payer channel mix, current contract prices under applicable programs, unbilled claims, processing time lags and inventory levels in the distribution channel.

For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the ~~world (collectively~~combined performance obligation to determine whether the ~~“Noden Products”)~~combined performance obligation is satisfied over time or at a point in time and, ~~certain~~if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front license fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjust the measure of performance and related ~~assets~~revenue recognition.

Medical Devices

The Medical Devices segment principally generates revenue from the sale and ~~assumed certain related liabilities (the “Noden Transaction”). In addition, pursuant the terms~~lease of the ~~Noden Purchase Agreement, Noden Pharma DAC~~LENSAR^®Laser System, which may include equipment, PIDs or consumables, procedure licenses, training, installation, warranty and maintenance agreements.

For bundled packages, the Company accounts for individual products and services separately if they are distinct - i.e. if a product or service is ~~committed~~separately identifiable from other items in the bundled package and if the customer can benefit from it on its own or with other resources that are readily available to ~~pay Novartis~~ the ~~following amounts in cash: $89.0 million payable~~customer. The LENSAR^® Laser System, standard warranty training and installation services are one performance obligation. All other elements are separate performance obligations. PIDs, procedure licenses, warranty and maintenance services are also sold on a stand-alone basis.

As the Company both sells and leases the LENSAR^®Laser System, the consideration (including any discounts) is first allocated between lease and non-lease components and then allocated between the separate products and services based on their stand-alone selling prices. The stand-alone selling prices for the PIDs and procedure licenses are determined based on the ~~first anniversary~~prices at which the Company separately sells the PIDs and procedure licenses. The LENSAR^®Laser System and warranty stand-alone selling prices are determined using the expected cost plus a margin approach.

For LENSAR^®Laser System sales, the Company recognizes Product revenue when a customer takes possession of the ~~closing date,~~system. This usually occurs after the customer signs a contract, LENSAR installs the system, and LENSAR performs the requisite training for use of the system. For LENSAR^®Laser System leases, the Company recognized Product revenue over the length of the lease in accordance with ASC Topic 840, Leases, through December 31, 2018 and recognized Product revenue in accordance with ASC Topic 842, Leases, after January 1, 2019. For additional information regarding accounting for leases, see Note 7, Leases.

The LENSAR^®Laser System requires both a consumable and a procedure license to perform each procedure. The Company recognizes Product revenue for PIDs when the customer takes possession of the PID. PIDs are sold by the case. The Company recognizes Product revenue for procedure licenses when a customer purchases a procedure license from the web portal. Typically, consideration for PIDs and procedure licenses is considered fixed consideration except for certain customer agreements that provide for tiered volume discount pricing which is considered variable consideration.

The Company offers an extended warranty that provides additional services beyond the standard warranty. The Company recognizes Product revenue from the sale of extended warranties over the warranty period. Customers have the option of renewing the warranty period, which is considered a new and separate contract.

Income Generating Assets

For licenses of intellectual property, if the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, up-front

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license.

In January 2018, DFM, LLC, a wholly-owned subsidiary of the Company, granted an exclusive license related to certain Direct Flow Medical, Inc. assets in exchange for $0.5 million in cash and up to $2.0 million in royalty payments. The $0.5 million payment was accounted for in accordance with ASC 606 under which the full cash payment was recognized as revenue in the first quarter of 2018 as DFM, LLC had fulfilled its performance obligation under the agreement.

Disaggregation of Revenue

The Company disaggregates its revenue from contracts with customers by segment and geographic location as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. In the following table, revenue is disaggregated by segment and primary geographical market for the three and six months ended June 30, 2019 and 2018:



	Three Months Ended				Three Months Ended
	June 30, 2019				June 30, 2018
(in thousands)	Medical Devices		Pharmaceutical		Medical Devices		Pharmaceutical

Primary geographical markets:
North America	$	2,203	$	3,038	$	615	$	10,776
Europe	705		5,454		679		6,371
Asia	3,093		1,923		1,643		8,732
Other	66		—		107		—
Total revenue from contracts with customers⁽¹⁾	$	6,067	$	10,415	$	3,044	$	25,879



	Six Months Ended				Six Months Ended
	June 30, 2019				June 30, 2018
(in thousands)	Medical Devices		Pharmaceutical		Medical Devices		Pharmaceutical

Primary geographical markets:
North America	$	4,287	$	15,176	$	2,319	$	21,707
Europe	1,722		11,036		1,294		12,362
Asia	5,362		4,163		2,757		10,152
Other	185		—		220		—
Total revenue from contracts with customers⁽¹⁾	$	11,556	$	30,375	$	6,590	$	44,221

_______________

⁽¹⁾

The tables above do not include lease revenue from the Company’s Medical Devices segment. For the three-month periods ended June 30, 2019 and 2018, revenue accounted for under Topic 842 and 840, Leases, was $1.4 million and $2.8 million, respectively and for the six-month periods ended June 30, 2019 and 2018 was $2.6 million and $4.3 million, respectively. For additional information, see Note 7, Leases.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Contract Balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:



(in thousands)	June 30, 2019		December 31, 2018

Receivables, net	$	17,872	$	20,655
Contract assets	$	3,214	$	2,595
Contract liabilities	$	4,856	$	8,938

Receivables, Net—Receivables, net, include amounts billed and due from customers. The amounts due are stated at their net estimated realizable value and are classified as current or noncurrent based on the timing of when the Company expects to receive payment. The Company maintains an ~~additional $95.0 million contingent on achievement~~allowance for doubtful accounts to provide for the estimated amount of ~~sales targets~~receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the ~~date~~extent applicable.

Contract assets—The Company’s contract assets represent revenue recognized for performance obligations completed before an unconditional right to payment exists, and therefore invoicing or associated reporting from the customer regarding the computation of the ~~launch~~net product sales has not yet occurred. The Company classifies contract assets in Prepaid and other current assets in the Company’s Condensed Consolidated Balance Sheets based on the timing of ~~a generic drug containing the pharmaceutical ingredient aliskiren.~~when it expects to receive payment.



(in thousands)	Medical Devices		Pharmaceutical			Total

Contract assets at December 31, 2018	$	—	$	2,595		$	2,595
Contract assets recognized	—		4,638			4,638
Payments received	—		(4,019		)	(4,019		)
Contract assets at June 30, 2019	$	—	$	3,214		$	3,214

~~On July 1, 2016, upon~~Contract Liabilities—The Company’s contract liabilities consist of deferred revenue for products sold to customers for which the consummation of the Noden Transaction, a noncontrolling interest holder acquired a 6% equity interest in Noden Pharma DAC and Noden Pharma USA Inc. (together, with any subsidiaries, “Noden”). The equity interest of the noncontrolling interest holder is subject to vesting and repurchase rights over a four-year period. In May 2017, such equity interest was purchased for $2.2 million in cashperformance obligation has not been completed by the Company. The Company ~~accounted for~~classifies deferred revenue as current or noncurrent based on the ~~repurchase~~timing of when it expects to recognize revenue. The noncurrent portion of deferred revenue is included in ~~accordance with ASC 810 and~~Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets.



(in thousands)	Medical Devices			Pharmaceutical			Total

Contract liabilities at December 31, 2018	$	1,167		$	7,771		$	8,938
Contract liabilities recognized	537			2,855			3,392
Amounts recognized into revenue	(645		)	(6,829		)	(7,474		)
Contract liabilities at June 30, 2019	$	1,059		$	3,797		$	4,856

Transaction Price Allocated to Future Performance Obligations

The following table includes estimated revenue expected to be recognized in the ~~difference between~~future related to performance obligations that are unsatisfied (or partially unsatisfied) at the ~~fair value~~end of the ~~consideration paid and the amount by which the noncontrolling interest is adjusted for in equity attributable to the Company.~~reporting period.



	Six Months Ended
(in thousands)	December 31, 2019		Thereafter		Total

Pharmaceutical product sales	$	116	$	2,326	$	2,442
Medical device sales	$	2,347	$	3,986	$	6,333

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The Company ~~determined that Noden shall be consolidated under~~does not disclose the ~~voting interest model as of September 30, 2017.~~

On July 3, 2017, Noden made the $89.0 million anniversary payment to Novartis pursuant to the terms of the Noden Purchase Agreement, of which $32.0 million was funded by the Company in the form of an equity contribution. The Company expects to make additional equity contributions to Noden of at least $38.0 million to fund a portion of certain milestone payments under the Noden Purchase Agreement, subject to the occurrence of such milestones.

~~Fair Value of Consideration Transferred~~

~~The fair~~ value of ~~consideration transferred totals $244.3 million, which consists~~unsatisfied performance obligations for (i) contracts with original expected lengths of $216.7 million in acquired product rights, $23.9 million in customer relationships, $47.4 million in contingent consideration and $87.0 million in anniversary payments. Contingent consideration includes the future payments that the Company may pay to Novartis based on achieving certain milestones.

The contingent consideration was measured at fair value and will be recognized as of the acquisition date. The Company determined the acquisition date fair value of the contingent consideration obligation based on an income approach derived from the Noden Products revenue estimates and a probability assessment with respect to the likelihood of achieving (a) the level of net salesone year or (b) generic product launch that would trigger the milestone payments. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. The key assumptions in determining the fair value are the discount rate and the probability assigned to the potential milestones being achieved. At each reporting date, the Company will re-measure the contingent consideration obligation to estimated fair value. Any changes in the fair value of contingent consideration will be recognized in operating expenses until the contingent consideration arrangement is settled.

~~As of the effective time of the acquisition, the identifiable intangible assets are required to be measured at fair value and these assets could include assets that are not intended to be used~~less or sold or that are intended to be used in a manner other than their highest and best use. For purposes of the valuation, it is assumed that all assets will be used in the manner that represents the highest and best use of those assets, but it is not assumed that any market synergies will be achieved. The consideration of synergies has been excluded because they are not considered to be factually supportable.

The fair value of identifiable assets is determined primarily using the “income method,” which starts with a forecast of all expected future cash flows. Some of the more significant assumptions inherent in the development of intangible asset values, from the perspective of a market participant, include, among other factors: the amount and timing of projected future cash flows (including net revenue, cost of product sales, research and development costs, sales and marketing expenses, income tax expense, capital expenditures and working capital requirements) and estimated contributory asset charges; the discount rate selected to measure the risks inherent in the future cash flows; and the assessment of the asset’s life cycle and the competitive trends impacting the asset.

~~Goodwill represents expected synergies resulting from other intangible assets that do not qualify~~(ii) contracts for separate recognition. Goodwill is calculated as the difference between the acquisition date fair value of the consideration expected to be transferred and the values assigned to the assets acquired. Goodwill is not amortized but tested for impairment on an annual basis or when indications for impairment exist.

~~The following table presents a summary of the total fair value of consideration transferred for the Noden Products acquisition (in thousands):~~

Consideration paid in cash at closing $ 109,938
Discounted anniversary payment 87,007
Fair value of contingent consideration 47,360
Total fair value of consideration transferred $ 244,305

~~Assets Acquired and Liabilities Assumed~~

In accordance with the authoritative guidance for business combinations, the Noden Transaction was determined to be a business combination and was accounted for using the acquisition method of accounting.

~~The following table summarizes the fair values of the identifiable intangible assets acquired and liabilities assumed at the acquisition date (in thousands):~~

Acquired product rights $ 216,690
Customer relationships 23,880
Goodwill 3,735
Net intangible assets $ 244,305

~~The acquired product rights represent developed technology of products approved for sales in the market,~~ which the Company ~~refers~~recognizes revenue at the amount to ~~as marketed products, and have finite useful lives. They are amortized on a straight-line basis over a weighted average period of 10 years.~~

~~LENSAR TRANSACTION~~

~~Description of~~which it has the ~~LENSAR Transaction~~

In December 2016, LENSAR filed the Chapter 11 case with the support of the Company, as its largest senior secured creditor under a credit agreement, as amended, that the Company and LENSAR had entered into in 2013. For more information regarding the credit agreement between the Company and LENSAR, please see Note 7. In January 2017, the Company agreedright to provide debtor-in-possession financing of up to $2.8 million in new advances to LENSAR so that it could continue to operate its business during the remainder of the Chapter 11 case. As part of the Chapter 11 case, LENSAR filed a Chapter 11 plan of reorganization, with the Company’s support, under which LENSAR would issue 100% of its equity securities to the Company in exchangeinvoice for the cancellation of the Company’s claims as a secured creditor in the Chapter 11 case. Following consummation of the Plan, LENSAR would become an operating subsidiary of the Company and the Company provided LENSAR a new, senior-secured, first-priority term loan facility (the “Exit Facility”).

On April 26, 2017, the bankruptcy court approved the plan of reorganization. On May 11, 2017, LENSAR and the Company consummated the plan of reorganization and LENSAR emerged from bankruptcy. Pursuant to the plan of reorganization, the Company obtained control of 100% of the outstanding voting shares of LENSAR. All assets of the LENSAR bankruptcy estate re-vested in reorganized LENSAR free and clear of all liens, claimsproducts delivered or charges. The consummation of the plan of reorganization related transactions effect binding and valid transfers to reorganized LENSAR with all rights, title and interest in the acquired assets. Upon consummation of the plan of reorganization, all debt owed to the Company was eliminated other than the Exit Facility. Liabilities to other creditors, including general unsecured creditors, were satisfied through the plan of reorganization.

~~The Company concluded that the LENSAR transaction shall be accounted in accordance with ASC 805,~~ ~~Business Combinations, that do not involve a transfer of consideration (“combinations by contract”) by applying the acquisition method.~~

~~Fair Value of Consideration Transferred~~

Contemporaneously with the cancellation of the Company’s notes receivable with a carrying value of $43.9 million, the Company acquired 100% equity interests in LENSAR, at fair value, for $31.7 million. resulting in a loss on extinguishment of notes receivable of $12.2 million. The fair value of the equity interest in LENSAR was determined primarily using the “income method,” which starts with a forecast of all expected future cash flows of the acquired business. The acquisition resulted in a gain on bargain purchase because the fair value of assets acquired and liabilities assumed exceeded the total of the fair value of the equity interest in LENSAR by approximately $4.0 million, which was recorded in the Condensed Consolidated Statement of Income for the period ended June 30, 2017.

~~Out of Period Adjustment~~

During the quarter ended September 30, 2017, the Company identified and corrected an immaterial error in the computation of the gain on bargain purchase of the LENSAR transaction in the prior quarter. This adjustment resulted in a decrease to the Company’s net income by $2.2 million for the three-month period ended September 30, 2017.

~~Assets Acquired and Liabilities Assumed~~

Due to the timing of the LENSAR transaction, certain amounts are provisional and subject to change. The provisional amounts consist primarily of the estimates of the fair value of intangible assets acquired. The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the acquisition date may result in adjustments to the provisional amounts recognized at the acquisition date. These changes could be significant. The Company will finalize these amounts no later than one year from the closing date.

~~The following table summarizes the fair values of the identifiable intangible assets acquired and liabilities assumed at the acquisition date (in thousands):~~

Cash $ 1,983
Tangible assets 18,647
Intangible assets ⁽¹⁾
11,970
Net deferred tax assets 20,411
Total identifiable assets

53,011
Current liabilities (6,674 )
Total liabilities assumed (6,674 )
Gain on bargain purchase, net of loss on extinguishment of notes receivable 3,995
Total fair value of consideration

$ 31,726

~~______________~~

⁽¹⁾ As of the effective date of the transaction, identifiable intangible assets are required to be measured at fair value. The fair value measurement is based on significant inputs that are unobservable in the market and thus represents a Level 3 measurement. The Company used an income approach to estimate the preliminary fair value of the intangibles which includes technology, trademarks and customer relationships. The assumptions used to estimate the cash flows of the business included a discount rate of 16%, estimated gross margins ranging from 37-72%, income tax rate of 35%, and operating expenses consisting of direct costs based on the anticipated level of revenues. The intangible assets have a weighted-average useful life of approximately 15.0 years. The intangible assets for acquired technology and trademarks are being amortized over their estimated useful lives using the straight-line method of amortization. The intangible assets for customer relationship are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained.

~~Pro Forma Impact of Business Combination~~

The following table represents the unaudited consolidated financial information for the Company on a pro forma basis for the three and nine months ended September 30, 2017 and 2016, assuming that the Noden Transaction had closed on January 1, 2015 and the LENSAR transaction had closed on January 1, 2016. The historical financial information has been adjusted to give effect to pro forma items that are directly attributable to the acquisitions and are expected to have a continuing impact on the consolidated results. Additionally, the following table sets forth unaudited financial information and has been compiled from historical financial statements and other information, but is not necessarily indicative of the results that actually would have been achieved had the transactions occurred on the dates indicated or that may be achieved in the future.

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
(in thousands)
Pro forma revenues $ 62,749
$ 57,629
$ 257,569
$ 262,671
Pro forma net income $ 20,732
$ 10,016
$ 84,856
$ 70,246
Pro forma net income per share - basic $ 0.14
$ 0.06
$ 0.54
$ 0.43
Pro forma net income per share - diluted $ 0.14
$ 0.06
$ 0.54
$ 0.43

~~The unaudited pro forma consolidated results include historical revenues and expenses of assets acquired in the Noden Transaction with the following adjustments:~~

~~Adjustment to recognize incremental amortization expense based on the fair value of intangibles acquired;~~

~~Elimination of transaction costs and non-recurring charges directly related to the acquisition that were included in the historical results of operations for the Company; and~~

Adjustment to recognize pro forma income tax based on income tax benefit on the amortization of intangible asset at the statutory tax rate of Ireland (12.5%), and the income tax benefit on the interest expense at the statutory tax rate of the United States (35.0%).services performed.

~~19.~~16. Segment Information

In connection with ~~acquiring 100%~~its investment in Evofem in the second quarter of ~~the equity interests of LENSAR in May 2017,~~2019, the Company added a ~~third~~fourth reportable segment, ~~“medical devices” and renamed the previous product sales segment “pharmaceutical”.~~“Strategic Positions.”

Information regarding the Company’s segments for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018 is as follows:


Revenues by segment	Three Months Ended				Nine Months Ended				Three Months Ended					Six Months Ended
	September 30,				September 30,				June 30,					June 30,
(in thousands)	2017		2016		2017		2016		2019			2018		2019			2018
Income generating assets	$	42,682	$	39,510	$	200,547	$	163,681

Pharmaceutical	15,104		14,128		43,897		14,128		$	10,415		$	25,879	$	30,375		$	44,221
Medical devices	4,963		—		7,580		—
Medical Devices									7,422			5,882		14,148			10,864
Strategic Positions									—			—		—			—
Income Generating Assets									(40,363		)	14,814		(28,136		)	30,008
Total revenues	$	62,749	$	53,638	$	252,024	$	177,809	$	(22,526	)	$	46,575	$	16,387		$	85,093

Income (loss) by segment Three Months Ended Nine Months Ended
September 30, September 30,
(in thousands) 2017 2016 2017 2016
Income generating assets $ 25,248
$ 14,049
$ 98,746
$ 74,084
Pharmaceutical 1,082
(142 ) (3,560 ) (142 )
Medical devices (5,598 ) —
(6,774 ) —
Total net income $ 20,732
$ 13,907
$ 88,412
$ 73,942



(Loss) income by segment	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands)	2019			2018			2019			2018

Pharmaceutical	$	(345	)	$	(111,335	)	$	5,300		$	(113,048	)
Medical Devices	(1,678		)	(1,904		)	(2,893		)	(2,491		)
Strategic Positions	19,044			—			19,044			—
Income Generating Assets	(21,440		)	943			(19,190		)	4,845
Total net (loss) income	$	(4,419	)	$	(112,296	)	$	2,261		$	(110,694	)

Information regarding the Company’s segments as of June 30, 2019 and December 31, 2018 is as follows:


Long-lived assets by segment
(in thousands)	September 30, 2017		December 31, 2016		June 30, 2019		December 31, 2018
Income generating assets	$	145	$	38

Pharmaceutical	860		—		$	4,082	$	3,682
Medical devices	7,125		—
Medical Devices					2,681		3,545
Strategic Positions					—		—
Income Generating Assets					151		160
Total long-lived assets	$	8,130	$	38	$	6,914	$	7,387

The operations for the ~~Company’s~~ Pharmaceutical and Medical Devices segments are primarily located in Italy, Ireland and the United ~~Stated,~~States, respectively.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

17. Concentration of Credit Risk

Product Line Concentration

The percentage of total revenue recognized, which individually accounted for 10% or more of the Company’s total revenues in one or more of the periods presented below, was as follows:



	Three Months Ended June 30,		Six Months Ended June 30,
	2019⁽¹⁾	2018	2019⁽¹⁾	2018
Noden	28%	56%	41%	52%
Assertio	49%	20%	39%	20%
LENSAR	20%	13%	19%	13%

^{___________________}


⁽¹⁾	For the three and six months ended June 30, 2019, the AcelRx royalty asset decrease in fair value of $60.0 million and $57.9 million, respectively, are excluded from total revenue when calculating product line concentration.

18. Income Taxes

Income tax (benefit) expense for the three months ended June 30, 2019 and 2018, was $(1.2) million and $(14.3) million, respectively, and for the six months ended June 30, 2019 and 2018, was $1.5 million and $(13.2) million, respectively, which resulted primarily from applying the federal statutory income tax rate to income before income taxes. The Company’s effective tax rate for the current period differs from the U.S. federal statutory rate of 21% due primarily to the effect of state income taxes and non-deductible executive compensation, less the foreign tax rate differential associated with the Company’s Noden DAC operations in Ireland.

The uncertain tax positions did not change during the three or six months ended June 30, 2019 and 2018.

The Company’s income tax returns are subject to examination by U.S. federal, foreign, state and local tax authorities for tax years 2000 forward. The Company is currently under audit by the California Franchise Tax Board (the “CFTB”) for the tax years 2009 through 2015 and the Internal Revenue Service (the “IRS”) for the tax year 2016. The timing of the resolutions to these audits and the amount to be ultimately paid, if any, is uncertain. The outcome of these audits could result in the payment of tax amounts that differ from the amounts the Company has reserved for uncertain tax positions for the periods under audit resulting in incremental expense or a reversal of the Company’s reserves in a future period. At this time, the Company does not anticipate a material change in the unrecognized tax benefits related to the CFTB or IRS audits that would affect the effective tax rate or deferred tax assets over the next 12 months.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

19. Net (Loss) Income per Share



	Three Months Ended						Six Months Ended
	June 30,						June 30,
Net (Loss) Income per Basic and Diluted Share	2019			2018			2019		2018
(in thousands, except per share amounts)
Numerator
(Loss) income attributable to PDL’s shareholders used to compute net (loss) income per basic and diluted share	$	(4,419	)	$	(112,296	)	$	2,261	$	(110,694	)

Denominator
Total weighted-average shares used to compute net (loss) income attributable to PDL’s shareholders, per basic share	118,285			146,923			123,484		149,186
Restricted stock	—			—			507		—
Stock options	—			—			49		—
Shares used to compute net (loss) income attributable to PDL’s shareholders, per diluted share	118,285			146,923			124,040		149,186

Net (loss) income attributable to PDL’s shareholders per share - basic	$	(0.04	)	$	(0.76	)	$	0.02	$	(0.74	)
Net (loss) income attributable to PDL’s shareholders per share - diluted	$	(0.04	)	$	(0.76	)	$	0.02	$	(0.74	)

The Company computes net (loss) income per diluted share using the sum of the weighted-average number of common and common equivalent shares outstanding. Common equivalent shares used in the computation of net (loss) income per diluted share include shares that may be issued pursuant to outstanding stock options and restricted stock awards, the 4.0% Convertible Senior Notes due February 1, 2018 (the ��February 2018 Notes”) that were repaid on February 1, 2018, and the 2.75% Convertible Senior Notes due December 1, 2021 (the “December 2021 Notes”), in each case, on a weighted-average basis for the period that the notes were outstanding, including, if applicable, the underlying shares using the treasury stock method.

December 2021 Notes Capped Call Potential Dilution

In November 2016, the Company issued $150.0 million in aggregate principal of the December 2021 Notes, which provide in certain situations for the conversion of the outstanding principal amount of the December 2021 Notes into shares of the Company’s common stock at a predefined conversion rate. In conjunction with the issuance of the December 2021 Notes, the Company entered into a capped call transaction with a hedge counterparty. The capped call transaction is expected generally to reduce the potential dilution, and/or offset, to an extent, the cash payments the Company may choose to make in excess of the principal amount, upon conversion of the December 2021 Notes. The Company has excluded the capped call transaction from the net (loss) income per diluted share computation as such securities would have an anti-dilutive effect and those securities should be considered separately rather than in the aggregate in determining whether their effect on net (loss) income per diluted share would be dilutive or anti-dilutive. For additional information regarding the conversion rates and the capped call transaction related to the Company’s December 2021 Notes, see Note 10, Convertible Senior Notes.

Anti-Dilutive Effect of Restricted Stock Awards and Stock Options

For the three months ended June 30, 2019 and 2018, the Company excluded approximately 1.1 million and 1.0 million shares underlying restricted stock awards, respectively, and for the six months ended June 30, 2019 and 2018, the Company excluded approximately 0.8 million and 1.1 million shares underlying restricted stock awards, respectively, in each case calculated on a weighted-average basis, from its net (loss) income per diluted share calculations because their effect was anti-dilutive.

For the three months ended June 30, 2019 and 2018, the Company excluded approximately 12.7 million and 4.9 million shares underlying outstanding stock options, respectively, and for the six months ended June 30, 2019 and 2018, the Company excluded approximately 10.4 million and 4.9 million shares underlying outstanding stock options, respectively, in each case calculated on a weighted-average basis, from its net (loss) income per diluted share calculations because their effect was anti-dilutive.

PDL BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

20. Subsequent Events

~~Valeant Settlement~~Share Repurchase Program

~~On October 27, 2017, Valeant, Depomed and~~Subsequent to June 30, 2019, the Company ~~entered into~~repurchased approximately 1.3 million shares of its common stock at a ~~settlement agreement (“Settlement Agreement”) to resolve all matters addressed in~~weighted-average price of $3.17 per share for a total of $4.1 million. These purchases concluded this share repurchase program. The amounts repurchased by the lawsuit. Under the terms of the Settlement Agreement, the litigation will be dismissed, with prejudice, and Valeant will pay to Depomed a one-time, lump-sum payment of $13.0 million. In addition, Depomed and the

Company ~~released Valeant and its subsidiary from any and all claims against them as a result of the audit, Valeant’s obligation to pay additional royalties~~ under the ~~commercialization agreement and/~~$100.0 million share repurchase program authorized by the Company’s board of directors totaled 31.0 million shares of its common stock for an aggregate purchase price of $100.0 million, or ~~the litigation; and Valeant released Depomed and the Company against any and all claims against them as a result~~an average cost of the audit and/or the litigation. The settlement payment was transferred to PDL from Depomed pursuant to the terms of the Depomed Royalty Agreement, in November of 2017 and has been reflected in the Depomed royalty rights asset discounted cashflow valuation as of September 30, 2017.

$3.22 per share, including trading commissions.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of management for future operations, including any statements concerning new licensing, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “intends,” “plans,” “believes,” “anticipates,” “expects,” “estimates,” “predicts,” “potential,” “continue” or “opportunity,” or the negative thereof or other comparable terminology. The forward-looking statements in this quarterly report are only predictions. Although we believe that the expectations presented in the forward-looking statements contained herein are reasonable at the time they were made, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct. These forward-looking statements, including with regards to our future financial condition and results of operations, are subject to inherent risks and uncertainties, including but not limited to the risk factors set forth below or incorporated by reference herein, and for the reasons described elsewhere in this Quarterly Report on Form 10-Q. All forward-looking statements and reasons why results may differ included in this Quarterly Report on Form 10-Q are made as of the date hereof. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

OVERVIEW

We seek to provide a significant return for our ~~shareholders~~stockholders by entering into strategic transactions involving innovative late clinical-stage or early commercial-stage therapeutics with attractive revenue growth potential. Our leadership team has extensive experience in acquiring, commercializing and managing the life cycle of therapeutic products domestically and internationally across a ~~portfolio~~number of ~~companies,~~indications and modalities. We intend to leverage this experience by pursuing the acquisition, growth and potential monetization of pharmaceutical products ~~royalty~~and companies.

Historically, we generated a substantial portion of our revenues through the license agreements ~~and debt facilities in~~related to patents covering the ~~biotech, pharmaceutical and medical device industries.~~humanization of antibodies, which we refer to as the Queen et al. patents. In 2012, we began providing alternative sources of capital through royalty monetizations and debt facilities, and, in 2016, we began acquiring commercial-stage products and launching specialized companies dedicated to the commercialization of these products. ~~To date,~~As a result of the nature of these investments and how they are managed, we ~~have consummated 17~~structured our operations in three segments designated as Pharmaceutical, Medical Devices and Income Generating Assets.

On April 10, 2019, the Company entered into a securities purchase agreement with Evofem Biosciences, Inc. (“Evofem”), pursuant to which it invested $60 million in a private placement of ~~such transactions, of~~securities. The transaction was structured in two tranches. The first tranche comprised $30 million, which ~~nine~~was funded on April 11, 2019. The Company had the right to invest an additional $30 million in a second tranche, which it did on June 10, 2019, alongside two existing Evofem shareholders, who each invested an additional $10 million. These investments are active and outstanding. We have one debt transaction outstanding, representing deployed and committed capital of $20.0 million: CareView; we have one hybrid royalty/debt transaction outstanding, representing deployed and committed capital of $44.0 million: Wellstat Diagnostics; and we have five royalty transactions outstanding, representing deployed and committed capital of $396.1 million and $397.1 million, respectively: KYBELLAexpected to provide funding for Evofem's pre-commercial activities for Amphora^®, ~~AcelRx, University~~its investigational, non-hormonal, on-demand prescription contraceptive gel for women. After completing the second tranche, we obtained the right to appoint one member to Evofem's Board of ~~Michigan, Viscogliosi Brothers~~Directors and ~~Depomed. Our equity~~a limited right to have one non-voting observer participate in Evofem board meetings. We believe this investment provides the Company the ability to take a significant position in a promising company at a critical stage of development where we can provide meaningful contributions through our capital and ~~loan investments in Noden represent deployed and committed capital~~expertise. As a result of ~~$179.0 million and $202.0 million, respectively, and our converted equity and loan~~this investment ~~in LENSAR represents deployed capital of $40.0 million.~~the Company established a fourth segment, “Strategic Positions.”

~~In connection~~Prospectively, we will continue to evaluate additional opportunities. We are targeting pharmaceutical products and companies focused on the U.S. market. We are open to various forms of transactions: acquisitions, licensing, joint-ventures or significant equity positions, but it is important to us to be able to be actively engaged in the management of these assets. With our expected focus on consummating strategic transactions involving late clinical-stage or early commercial-stage therapeutics with

attractive revenue growth potential, we anticipate that over time more of our ~~acquisition~~revenues will come from our Pharmaceutical segment and, to a lesser extent, our Medical Devices segment, and less of Tekturna through Noden, we began operating in two reportable segments: income generating assets and product sales. In connection with acquiring 100% of the equity interest of LENSAR in May 2017, we added a third reportable segment, “medical devices” and renamed the previous product sales segment “pharmaceutical”.our revenues will come from our Income Generating Assets segment.

Our ~~income generating assets~~Pharmaceutical segment consists of revenue derived from branded prescription medicine products sold under the name Tekturna^® and Tekturna HCT^® in the United States, Rasilez^® and Rasilez HCT^® in the rest of the world and revenue generated from the sale of an authorized generic of Tekturna in the United States (collectively, the “Noden Products”).

Our Medical Devices segment consists of revenue from the sale and lease of the LENSAR^® Laser System, which may include equipment, Patient Interface Devices (“PIDs”), procedure licenses, training, installation, warranty and maintenance agreements.

Our Strategic Positions segment consists of an investment in Evofem. Our investment includes shares of common stock and warrants to purchase additional shares of common stock. Evofem is a pre-commercial company and, as such, is not yet engaged in revenue-generating activities.

Our Income Generating Assets segment consists of revenue derived from (i) notes and other long-term receivables, (ii) royalty rights ~~- at fair value,~~and hybrid notes/royalty receivables, (iii) equity investments and (iv) royalties from issued patents in the United States and elsewhere covering the humanization of antibodies, which we refer to as the Queen et al. patents. ~~Our pharmaceutical segment consists of revenue derived from Tekturna~~^®~~, Tekturna HCT~~^®~~, Rasilez~~^® ~~and Rasilez HCT~~^® (collectively, the “Noden Products” or “Tekturna”) sales. Our medical devices segment consists of revenue derived from the LENSAR Laser System sales. Prospectively, we expect to focus on the acquisition of additional products and expect to transact fewer royalty transactions and still fewer debt transactions. We anticipate that over time more of our revenues will come from our pharmaceutical segment and less of our revenues will come from our income generating assets segment.

Pharmaceutical

~~In 2016 we began acquiring,~~Our goal is to deliver shareholder value through the acquisition, growth and ~~plan to continue to acquire,~~potential monetization of a portfolio of actively managed pharmaceutical assets. We are focused on investing in late clinical-stage or early commercial-stage pharmaceutical products and companies ~~who own or are acquiring pharmaceutical products.~~with attractive revenue growth potential. Our ~~investment objective with respect~~acquisition strategy focuses on our ability to add value to these ~~transactions~~assets by giving them access to our capital and commercialization expertise. We have a leadership team with a proven track record of consummating deals and putting businesses on the path to growth and profitability, and we have a strong, liquid balance sheet that can be deployed to finance the right transactions. Our goal is to ~~maximize our portfolio’s total return by generating current income~~build growing, profitable revenues from ~~product sales. We consummated our first investment~~a balanced portfolio of ~~this type with the acquisition of Tekturna in July 2016.~~

operating companies’ cash flows and, when appropriate, to capture further market value through optimally timed exit strategies.

Noden ~~Purchase Agreement~~

On July 1, 2016, our subsidiary, Noden Pharma DAC, entered into an asset purchase agreement (“Noden Purchase Agreement”) whereby it purchased from Novartis Pharma AG (“Novartis”) the exclusive worldwide rights to manufacture, market, and sell the Noden Products and certain related assets and assumed certain related liabilities (the “Noden Transaction”). ~~Upon the consummation of the Noden Transaction, a noncontrolling interest holder acquired 6% equity interests in~~ Noden Pharma DAC and Noden Pharma USA, Inc. ~~(together, with any~~, together, and including their respective subsidiaries ~~“Noden”). We purchased the equity interests~~represent deployed capital of ~~the noncontrolling interest holder in May 2017.~~$191.2 million.

Tekturna (or Rasilez outside of the United States) contains aliskiren, a direct renin inhibitor, for the treatment of hypertension. While indicated as a first line treatment, it is more commonly used as a third line treatment in those patients who are intolerant of angiotensin-receptor blockers (“ARBs”) or angiotensin converting enzyme inhibitors (“ACEIs”) ~~and angiotensin II receptor blockers (“ARBs”)~~. Studies indicate that approximately 12% of hypertension patients are ARB/ACEI inhibitor-intolerant. It is not indicated for use with ~~ACEIs~~ARBs and ~~ARBs~~ACEIs in patients with diabetes or renal ~~impairment.~~impairment and is contraindicated for use by pregnant women. On March 4, 2019, we announced the U.S. commercial launch of an authorized generic (“AG”) form of Tekturna, ~~HCT (or Rasilez HCT outside~~aliskiren hemifumarate 150 mg and 300 mg tablets with the ~~United States)~~same drug formulation as Tekturna. The AG launch is being carried out by Prasco, LLC d/b/a Prasco Laboratories.

Tekturna HCT is a combination of aliskiren and hydrochlorothiazide, a diuretic, for the treatment of hypertension in patients not adequately controlled by monotherapy and as an initial therapy in patients likely to need multiple drugs to achieve their blood pressure goals. It is not indicated for use with ACEIs and ARBs in patient with diabetes or renal impairment, ~~and not~~or for use in patients with known anuria or hypersensitivity to sulfonamide derived ~~drugs. Studies indicate that approximately 12% of hypertension patients are ACEI/ARB inhibitor-intolerant. Tekturna~~drugs and ~~Tekturna HCT are~~is contraindicated for use by pregnant women.

The ~~agreement between Novartis and~~ Noden provides for various transition periods for development and commercialization activities relating to the Noden Products. Initially, Novartis will continue to distribute the four products on behalf of Noden worldwide and Noden will receive a profit transfer on such sales. In the United States, the duration of the profit transfer ran from July 1, 2016 through October 4, 2016. Outside the United States, the profit transfer is expected to run from July 1, 2016 through the fourth quarter of 2017. The event that terminates the profit transfer arrangement is the transfer of the marketing authorization for the four products from Novartis to Noden. Generally, the profit transfer to Noden is defined as gross revenues less product cost, a low single digit percentage as a fee to Novartis. Prior to the transfer of the marketing authorization, revenue will be recognized on a “net” basis; after the transfer of the marketing authorization, revenue will be recognized on a “gross” basis.

Because Novartis has not actively commercialized the four products for a number of years, and sales of the four products have been declining annually since that time, the ability of Noden to promote these four products successfully and efficiently will determine whether revenues can be stabilized and grown.

~~Medical Devices~~

~~In May 2017, we acquired 100% of the equity interests of LENSAR, who previously was a borrower under a credit facility with us.~~

~~LENSAR~~

~~On May 11, 2017, pursuant to the terms of a Chapter 11 plan of reorganization, most of LENSAR’s outstanding debt owed to us was converted to equity and LENSAR became our wholly-owned subsidiary.~~

LENSAR is a medical device company focused on the next generation femtosecond cataract laser technology for refractive cataract surgery. Cataract surgery is the highest volume surgical procedure performed worldwide with over 24.9 million surgeries performed in 2016. The LENSAR Laser System offers cataract surgeons automation and customization for their astigmatism treatment planning and other essential steps of the refractive cataract surgery procedure with the highest levels of precision, accuracy, and efficiency. These features assist surgeons in managing astigmatism treatment for optimal overall visual outcomes.

~~The LENSAR Laser System has been approved by the FDA for anterior capsulotomy, lens fragmentation, and corneal and arcuate incisions.~~

~~For details regarding LENSAR see Note 18 to the Condensed Consolidated Financial Statements included in Item 1.~~

~~Income Generating Assets~~

~~We acquire income generating assets when such assets can be acquired on terms that we believe allow us to increase return to our stockholders. The income generating assets~~Products are typically in the form of notes receivables, royalty rights and hybrid notes/royalty receivables and in some cases, equity. We primarily focus our income generating asset acquisition strategy on commercial-stage therapies and medical devices having strong economic fundamentals. However, our acquired income generating assets will not, in the near term, replace completely the revenues we generated from our license agreements related to our Queen et al. patents. In the second quarter of 2016, our revenues materially decreased after we stopped receiving payments from certain Queen et al. patent licenses and legal settlements, which accounted for 68%, 82% and 84% of our 2016, 2015 and 2014 revenues.

~~Royalty Rights - At Fair Value~~

We have entered into various royalty purchase agreements with counterparties, whereby the counterparty conveys to us the right to receive royalties that are typically payable on sales revenue generated by the sale, distribution or other use of the counterparties’ products. Certain of our royalty agreements provide the counterparty with the right to repurchase the royalty rights at any time for a specified amount.

We record the royalty rights at fair value using discounted cash flows related to the expected future cash flows to be received. We use significant judgment in determining our valuation inputs, including estimates as to the probability and timing of future sales of the licensed product. A third-party expert is generally engaged to assist us with the development of our estimate of the expected future cash flows. The estimated fair value of the asset is subject to variation should those cash flows vary significantly from our estimates. At each reporting period, an evaluation is performed to assess those estimates, discount rates utilized and general market conditions affecting fair market value.

While we currently maintain this portfolio of royalty rights, our intention is to pursue fewer of these transactions while we focus on acquiring additional specialty pharmaceutical products or companies. At September 30, 2017, we had a total of six royalty rights transactions outstanding.

~~Notes and Other Long-Term Receivables~~

We have entered, and may continue to enter, into credit agreements with borrowers across the healthcare industry, under which we make available cash loans to be used by the borrower. Obligations under these credit agreements are typically secured by a pledge of substantially all the assets of the borrower and any of its subsidiaries. While we currently maintain this portfolio of notes receivable, our intention is to pursue fewer debt transactions, and focus on acquiring additional specialty pharmaceutical products or companies. At September 30, 2017, we had a total of two notes receivable transaction outstanding.

~~Royalties from Queen et al. patents~~

While the Queen et al. patents have expired and the resulting royalty revenue has dropped substantially since the first quarter of 2016, we continue to receive royalty revenue from one product under the Queen et al. patent licenses, Tysabri^®~~, as a result of sales of licensed product that was manufactured prior to patent expiry.~~

~~Intellectual Property~~

~~Patents~~

~~Tekturna is~~ protected by multiple patents worldwide, which specifically cover the composition of matter, the pharmaceutical formulations and methods of production. In the United States, the FDA Orange Book lists one patent, U.S. patent No. 5,559,111 (the “’111 Patent”), which covers compositions of matter comprising aliskiren. The ‘111 Patent ~~expires~~expired on January 21, 2019, ~~including~~and was previously extended for six months through a pediatric extension. In addition, the ~~FDA~~Food and Drug

Administration (the “FDA”) Orange Book for Tekturna lists U.S. Patent No. 8,617,595, which covers certain compositions comprising aliskiren, together with other formulation components, and will expire on February 19, 2026. The FDA Orange Book for Tekturna HCT lists U.S. patent No. 8,618,172, which covers certain compositions comprising aliskiren, together with other formulation components, and will expire on July 13, 2028. In Europe, European patent No. 678 503B (the “’503B Patent”) expired in 2015. However, numerous ~~SPCs~~Supplementary Protection Certificates (“SPCs”) have been granted which are based on the ‘503B Patent and which will provide for extended protection. These SPCs generally expire in April of 2020.

The agreement between Novartis and Noden provides for various transition periods for development and commercialization activities relating to the Noden Products. Initially, Novartis distributed the Noden Products on behalf of Noden worldwide and Noden received a profit transfer on such sales. Generally, the profit transfer to Noden was defined as gross revenues less product cost and a low single-digit percentage fee to Novartis. The profit transfer terminated upon the transfer of the marketing authorization from Novartis to Noden in each country. In the United States, the duration of the profit transfer ran from July 1, 2016 through October 4, 2016. Outside the United States, the profit transfer ended in the first quarter of 2018.

Prior to the transfer of the marketing authorization, revenue was presented on a “net” basis; after the transfer of the marketing authorization, revenue is presented on a “gross” basis, meaning product costs are reported separately and there is no fee to Novartis. Except for the sales outside of the United States preceding the final profit transfer that occurred in the first quarter of 2018, revenues of the Noden Products for the periods herein are presented on a gross basis.

Medical Devices

LENSAR

In December 2016, LENSAR filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (the “Chapter 11 case��). With our support, LENSAR filed a Chapter 11 plan of reorganization under which LENSAR would issue 100% of its equity interests to us in exchange for the cancellation of our claims as a secured creditor in the Chapter 11 case. On May 11, 2017, pursuant to the Chapter 11 plan of reorganization, most of LENSAR’s outstanding debt owed to us was converted to equity and LENSAR became our operating subsidiary. LENSAR represents deployed capital of $47.0 million.

LENSAR is a medical device company focused on the next generation femtosecond cataract laser technology for refractive cataract surgery. Femtosecond cataract surgery uses advanced laser technology as compared to conventional phacoemulsification cataract surgery which uses an ultrasonic device. Cataract surgery is the highest volume surgical procedure performed worldwide with over 27 million surgeries estimated to have been performed in 2018, the majority of which use the conventional phacoemulsification technique. The LENSAR^® Laser System offers cataract surgeons automation and customization for their astigmatism treatment planning and other essential steps of the refractive cataract surgery procedure with the highest levels of precision, accuracy, and efficiency. These features assist surgeons in managing their astigmatism treatment plans for optimal overall visual outcomes.

The LENSAR^® Laser System has been approved by the FDA for anterior capsulotomy, lens fragmentation, corneal and arcuate incisions. The LENSAR Laser with Augmented Reality™ provides an accurate 3-D model of the relevant anatomical features of each patient’s anterior segment, allowing precise laser delivery and to enhance the surgical confidence in performing accurate corneal incisions, precise size, shape and location of free-floating capsulotomies, and efficient lens fragmentation for all grades. The LENSAR^® Laser System ~~technology~~- fs 3D (LLS-fs 3D) with Streamline™ includes the integration with various pre-op diagnostic devices, automated Iris Registration with automatic cyclorotation adjustment, IntelliAxis-C™ (corneal) and IntelliAxis-L™ (lens) markers for simple alignment without errors associated with manually marking the eye, of Toric IOLs as well as treatment planning tools for precision guided laser treatments. The corneal incision-only mode, expanded remote diagnostics capabilities, additional pre-programmable preferences, thoughtful ergonomics, and up to 20 seconds faster laser treatment times with Streamline allow for seamless integration and maximum surgical efficiency.

LENSAR has developed the LENSAR^®Laser System, which is the only femtosecond cataract laser built specifically for refractive cataract surgery. The LENSAR^®Laser System is protected by over 3560 granted patents in the United States and the rest of the world and over 6045 pending ~~patents~~patent applications in the United States and rest of the world.

Strategic Positions

Evofem

As described above, in the second quarter of 2019 the Company invested $60.0 million in Evofem, representing approximately a 29% ownership interest in the company. In connection with this investment the Company appointed one board member and one observer to Evofem’s board of directors. Evofem is a clinical-stage biopharmaceutical company committed to developing and commercializing innovative products to address unmet needs in women's sexual and reproductive health. Evofem is leveraging its proprietary Multipurpose Vaginal pH Regulator (MVP-R™) platform to develop Amphora® (L-lactic acid, citric acid and potassium bitartrate) for hormone-free birth control. Evofem plans to resubmit the Amphora New Drug Application for prevention of pregnancy in the fourth quarter of 2019.

Income Generating Assets

We have pursued income generating assets when such assets could be acquired on terms that we believed would allow us to increase return to our stockholders. The income generating assets typically consisted of (i) notes and other long-term receivables, (ii) royalty rights and hybrid notes/royalty receivables, (iii) equity investments and (iv) royalties from the Queen et. al patents. We previously focused our income generating asset acquisition strategy on commercial-stage therapies and medical devices having strong economic fundamentals. We have consummated fifteen transactions in this segment, eight of which are active and outstanding:



Investment	Investment Type	Deployed Capital ⁽⁴⁾ (in millions)

Assertio⁽¹⁾	Royalty	$	260.5
The Regents of the University of Michigan (“U-M”)	Royalty	$	65.6
AcelRx Pharmaceuticals, Inc. (“AcelRx”)	Royalty	$	65.0
Viscogliosi Brothers, LLC (“VB”)	Royalty	$	15.5
KYBELLA^®	Royalty	$	9.5
CareView Communications, Inc. (“CareView^”)	Debt	$	20.0
Direct Flow Medical, Inc. (“DFM”)⁽²⁾	Debt	$	59.0
Wellstat Diagnostics⁽³⁾	Royalty/debt hybrid	$	44.0

______________


⁽¹⁾	Assertio Therapeutics, Inc., formerly Depomed, Inc.


⁽²⁾	DFM ceased operations in December 2016 and we subsequently foreclosed upon and obtained most of the assets of DFM and impaired them by $51.1 million. Since taking over the DFM assets, we have collected $8.7 million in cash and, as of June 30, 2019 an intangible asset with a carrying value of $1.6 million remains on our books. For further detail see Note 8, Intangible Assets.


⁽³⁾	Wellstat Diagnostics, LLC (also known as Defined Diagnostic, LLC) (“Wellstat Diagnostics”).


⁽⁴⁾	Excludes transaction costs.

Royalty Rights - At Fair Value

We record the royalty rights at fair value using discounted cash flows related to the expected future cash flows to be received. We use significant judgment in determining our valuation inputs, including estimates as to the probability and timing of future sales of the licensed product. The estimated fair value of the asset is subject to variation should those cash flows vary significantly from our estimates. A third-party expert is generally engaged to assist us with the development of our estimate of the expected future cash flows. At each reporting period, an evaluation is performed to assess those estimates, discount rates utilized and general market conditions affecting fair market value.

While we currently maintain this portfolio of royalty rights, our intention is to no longer pursue these transactions while we focus on acquiring additional pharmaceutical products or companies. At June 30, 2019, we had a total of five royalty rights transactions outstanding.

Notes and Other Long-Term Receivables

We have entered into credit agreements with borrowers across the healthcare industry, under which we made available cash loans to be used by the borrower. Obligations under these credit agreements are typically secured by a pledge of substantially all the assets of the borrower and any of its subsidiaries. While we currently maintain this portfolio of notes receivable, our intention is to no longer pursue these types of transactions. At June 30, 2019, we had two notes receivable transactions outstanding.

Equity Investments

In the past, we have received equity instruments, including shares of stock or warrants to acquire shares of stock, in connection with credit agreements we entered into with borrowers in the healthcare industry. Our investment objective with respect to these equity investments is to maximize our return through capital appreciation and, when appropriate, to capture the value through optimally timed exit strategies.

Royalties from Queen et al. patents

We have been issued patents in the United States and elsewhere, covering the humanization of antibodies, which we refer to as our Queen et al. patents. Our Queen et al. patents, for which final patent expiry was in December 2014, covered, among other things, humanized antibodies, methods for humanizing antibodies, polynucleotide encoding in humanized antibodies and methods of producing humanized antibodies.

Our U.S. patent No. 5,693,761 (the “761 Patent”), which expired on December 2, 2014, covered methods and materials used in the manufacture of humanized antibodies. In addition to covering methods and materials used in the manufacture of humanized antibodies, coverage under our 761 Patent typically extended to the use or sale of compositions made with those methods and/or materials. Our European patent no. 0 451 216B (the “216B Patent”) expired in Europe in December 2009. We ~~have been granted Supplementary Protection Certificates (“SPCs”) for the Avastin~~^®~~, Herceptin~~^®~~, Lucentis~~^®~~, Xolair~~^® ~~and Tysabri~~^® products in many of the jurisdictions in the European Union in connection with the 216B Patent. The SPCs effectively extended our patent protection with respect to Avastin, Herceptin, Lucentis, Xolair and Tysabri generally until December 2014, except that the SPCs for Herceptin expired in July 2014. Because SPCs are granted on a jurisdiction-by-jurisdiction basis, the duration of the extension varies slightly in certain jurisdictions. Our revenue from payments made from the Queen et al. patents license and settlement materially decreased in the second quarter of 2016, with only revenue from Tysabri being recognized after such period.

~~Licensing Agreements~~

~~We have~~previously entered into licensing agreements under our Queen et al. patents with numerous entities that are independently developing or have developed humanized antibodies. Although the Queen et al. patents and related rights have expired, we are entitled under our license agreements to continue to receive royalties in certain instances based on net sales of products that were made prior to but sold after patent expiry. In addition, we are entitled to royalties based on know-how provided to a licensee. In general, these agreements cover antibodies targeting antigens specified in the license agreements. Under our licensing agreements, we are entitled to receive a flat-rate royalty based upon our licensees’ net sales of covered ~~antibodies.~~

Our total revenues from licensees under our Queen et al. patents were $1.4 million and $15.0 million, net of rebates and foreign exchange hedge adjustments, for the three months ended September 30, 2017 and 2016, respectively, and $31.9 million and $150.6 million for the nine months ended September 30, 2017 and 2016.

~~Licensing Agreements for Marketed Products~~

In the nine months ended September 30, 2017 and 2016, we received royalties on sales of Tysabri from Biogen, and in the three months ended March 31, 2016, we received royalties on sales of the six humanized antibody products listed below.



~~Licensee~~		~~Product Names~~
~~Genentech~~		~~Avastin~~
		~~Herceptin~~
		~~Xolair~~
		~~Lucentis~~
		~~Perjeta~~^®
		~~Kadcyla~~^®

~~Genentech~~

We entered into a master patent license agreement, effective September 25, 1998, under which we granted Genentech, Inc. (“Genentech”) a license under our Queen et al. patents to make, use and sell certain antibody products.

On January 31, 2014, we entered into the Settlement Agreement (the “Settlement Agreement”) with Genentech and F. Hoffman LaRoche, Ltd. (“Roche”) that resolved all existing legal disputes between the parties.

The Settlement Agreement precluded Genentech and Roche from challenging the validity of our patents, including our SPCs in Europe, from contesting their obligation to pay royalties to us, from contesting patent coverage for Avastin, Herceptin, Lucentis, Xolair, Perjeta, Kadcyla and Gazyva (collectively, the “Genentech Products”) and from assisting or encouraging any third party in challenging our patents and SPCs. The Settlement Agreement further outlined the conduct of any audits initiated by us of the books and records of Genentech in an effort to ensure a full and fair audit procedure. Finally, the Settlement

~~Agreement clarified that the sales amounts from which~~antibodies, although the royalties ~~are calculated do not include certain taxes and discounts. Under the terms of the Settlement Agreement, we ceased receiving any revenue from Genentech after the first quarter of 2016.~~

~~Biogen~~

~~We entered into a patent license agreement, effective April 24, 1998,~~ under which we granted to Elan Corporation, plc (“Elan”) a license under our Queen et al. patents to make, use and sell antibodies that bind to the cellular adhesion molecule α4 in patients with multiple sclerosis. Under the agreement, we are entitled to receive a flat royalty rate in the low, single digits based on Elan’s net sales of the Tysabri product. This license agreement entitles us to royalties following the expiration of our patents with respect to sales of licensed product manufactured prior to patent expiry in jurisdictions providing patent protection. In April 2013, Biogen, Inc. (“Biogen”) completed its purchase of Elan’s interest in Tysabri, and in connection with such purchase all obligations under our patent license agreement with Elan were assumed by Biogen.these agreements have substantially ended.

Economic and Industry-wide Factors

Various economic and industry-wide factors are relevant to our business, including changes to laws and interpretation of those laws that protect our intellectual property rights, our licensees’ ability to obtain or retain regulatory approval for products licensed under our patents, fluctuations in foreign currency exchange rates, the ability to attract, retain and integrate qualified personnel, as well as overall global economic conditions. We actively monitor economic, industry and market factors affecting our business; however, we cannot predict the impact such factors may have on our future results of operations, liquidity and cash flows. See also the risk factors included in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016 and our subsequent quarterly filings~~2018 for additional factors that may impact our business and results of operations.

Critical Accounting Policies and Use of Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on our ~~limited~~ historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

In February 2016, the FASB issued ASU No. 2016-02, Leases, that supersedes Accounting Standards Codification (“ASC”) 840, Leases. Subsequently, the FASB issued several updates to ASU No. 2016-02, codified in ASC Topic 842 (“ASC 842”)

Effective January 1, 2019, we adopted the requirements of ASC 842 using the modified retrospective method for all leases not substantially completed as of the date of adoption. The reported results for the three and six month periods ended June 30, 2019

reflect the application of ASC 842 guidance while the reported results for the three and six month periods ended June 30, 2018 were prepared under the guidance of ASC 840, which is also referred to herein as “legacy GAAP” or the “previous guidance”. The adoption did not have an effect on the Condensed Consolidated Statements of Operations. However, the new standard required us to establish liabilities and corresponding right-of-use assets on our Consolidated Balance Sheet for operating leases that exist as of January 1, 2019. The cumulative impact of the adoption of ASC 842 was not material, therefore, we did not record any adjustments to retained earnings.

During the ~~nine~~three months ended ~~September~~June 30, ~~2017,~~2019, we acquired shares of common stock and warrants to acquire additional shares of common stock of Evofem. As of June 30, 2019, we owned approximately 29% of Evofem’s common stock. Our investment in Evofem qualifies for equity method accounting given our percentage ownership in Evofem and our ability to exercise significant influence. We elected the fair value method to account for our investment in Evofem as we believe it better reflects economic reality, the financial reporting of the investment and the current value of the asset. The mark to market valuation of our investment, and resulting changes in fair value, will occur at the end of each quarterly reporting period and will vary based upon the volatility of the stock price.

During the six months ended June 30, 2019, there have not been noany other significant changes to our critical accounting policies and estimates from those presented in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016,~~2018, that are of significance, or potential significance, to us.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The new guidance amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. ASU No. 2016-13 has an effective date of the fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact of this guidance on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software. The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). For public companies, the amendments in ASU No. 2018-15 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Implementation should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact of this guidance on our Consolidated Financial Statements.

Operating Results

Three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~,2019, compared to three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~

2018

Revenues


	Three Months Ended						Change from Prior		Nine Months Ended					Change from Prior		Three Months Ended					Change from Prior		Six Months Ended					Change from Prior
	September 30,							September 30,						Change from Prior	June 30,						Change from Prior	June 30,						Change from Prior
(dollars in thousands)																2019			2018		Year %		2019			2018		Year %
	2017			2016			Change from Prior	Year %		2017		2016			Year %
(Dollars in thousands)
Revenues
Product revenue, net⁽¹⁾																$	17,837		$	31,761	(44%)		$	44,523		$	55,085	(19%)
Royalty rights - change in fair value																(40,399		)	12,842		(415%)		(28,142		)	23,933		(218%)
Royalties from Queen et al. patents	$	1,443		$	14,958		(90%)		$	31,884	$	150,645		(79%)		6			1,218		(100%)		9			4,001		(100%)
Royalty rights - change in fair value	35,353			16,085			120%		132,224		(11,872		)	1,214%
Interest revenue	6,051			8,594			(30%)		16,968		24,901			(32%)		—			751		N/M		—			1,500		N/M
Product revenue, net	20,067			14,128			42%		51,477		14,128			264%
License and other	(165		)	(127		)	(30%)		19,471		7			278,057%		30			3		900%		(3		)	574		(101%)
Total revenues	$	62,749		$	53,638		17%		$	252,024	$	177,809		42%		$	(22,526	)	$	46,575	(148%)		$	16,387		$	85,093	(81%)

________________________

N/M Not meaningful

⁽¹⁾

Our Product revenue, net includes revenue from our Pharmaceutical segment and Medical Devices segment. We record Product revenue for our Pharmaceutical segment net of estimated product returns, pricing discounts, including rebates offered pursuant to mandatory federal and state government programs, chargebacks, prompt pay discounts, distribution fees and co-pay assistance for product sales each period. Revenue from LENSAR product sales include LENSAR^® Laser Systems, disposable consumables, procedures, training, installation, warranty and maintenance services.

Three Months Ended June 30, 2019

Total revenues were ~~$62.7~~$(22.5) million for the three months ended ~~September~~June 30, ~~2017,~~2019, compared with ~~$53.6~~$46.6 million for the three months ended ~~September~~June 30, ~~2016.~~2018. Our total revenues ~~increased~~decreased by ~~17%~~148%, or ~~$9.1~~$69.1 million, for the three months ended ~~September~~June 30, ~~2017,~~2019, when compared to the same period of ~~2016.~~2018. The ~~increase~~decrease was primarily due to:

lower royalty asset revenues,

a $15.5 million decline in product revenue from our Pharmaceutical segment, of which $7.7 million and $7.8 million is attributable to the ~~increase~~United States and rest of world, respectively,

a decline in ~~estimated fair value of~~interest revenue from the ~~Depomed royalty~~CareView note receivable asset, ~~recognized~~and

lower royalties from the Queen et al. patents, partially offset by

$1.5 million in ~~revenues and the~~higher product revenues from ~~the Noden Products~~our Medical Devices segment, and LENSAR. Total revenues were $252.0 million for the nine months ended September 30, 2017, compared with $177.8 million for the nine months ended September 30, 2016. Our total revenues increased by 42%, or $74.2 million, for the nine months ended September 30, 2017, when compared to the same period of 2016. The increase was primarily due to the increase in estimated fair value of the Depomed royalty asset recognized in revenues, the Merck settlement payment

higher license and ~~revenues from Noden and LENSAR product sales.~~other revenue.

Revenue from our pharmaceutical segment for the three and nine months ended September 30, 2017 were $15.1 million and $43.9 million, respectively, compared to the same periods last year. All pharmaceutical revenues were derived from sales of the Noden Products. While we acquired the exclusive worldwide rights to manufacture, market, and sell the Noden Products from Novartis on July 1, 2016, Novartis was still the primary obligor during the first through third quarters of 2017 for ex-U.S. sales, therefore revenue is presented on a “net” basis for those periods for all ex-U.S. sales. Our revenue recognition policies require estimated product returns, pricing discounts including rebates offered pursuant to mandatory federal and state government programs and chargebacks, prompt pay discounts and distribution fees and co-pay assistance for product sales at each period.

~~The following table provides a summary of activity with respect to our sales allowances and accruals for the nine months ended September 30, 2017:~~

~~Revenue from our income generating assets~~Pharmaceutical segment for the three months ended ~~September~~June 30, ~~2017 were $42.7~~2019 was $10.4 million, ~~an increase~~a decrease of ~~8.0%~~60%, ~~or $3.2 million,~~ compared to the same period ~~last year,~~in the prior year. The decrease in revenue from our Pharmaceutical segment reflects lower net revenues in the United States and the rest of the world. The decrease in revenue from our Pharmaceutical segment in the United States for the three months ended June 30, 2019 reflects limited sales of our authorized generic due to the initial inventory stocking that occurred in the third month of the prior quarter when the authorized generic of Tekturna was launched. Additionally, the availability of our authorized generic in the market in the three months ended June 30, 2019 and sales from a third-party generic of aliskiren that was launched late in the first quarter impacted sales of the branded product in the three months ended June 30, 2019. The decrease in revenue for the rest of the world is due to the initial inventory stock in Japan in the three months ended June 30, 2018 and lower sales volume of Rasilez in other territories.

Revenue from our Medical Devices segment for the three months ended June 30, 2019 was $7.4 million, an increase of 26%, compared to the same period in the prior year. The increase in revenue from our Medical Devices segment reflects higher net revenues in both North America and the rest of the world, with the majority of the increase outside of North America.

Revenue from our Income Generating Assets segment for the three months ended June 30, 2019 were $(40.4) million, a decrease of 372%, compared to the same period in the prior year. The decrease was primarily due to:

lower royalty asset revenues primarily due to ~~the increase~~a $60.0 million decrease in fair value of the ~~Depomed~~AcelRx royalty asset,

decrease in revenue from the Queen et al. patents, and

decrease in interest revenue from our CareView note receivable, partially offset by

higher license and other revenue.

The adjustment to the fair value of the AcelRx royalty asset is due to the slower than expected adoption of Zalviso^® (sufentanil sublingual tablet system) since its initial launch relative to our estimates and the ~~Merck settlement payment~~increased variance noted between our forecast model and actual results in the three months ended June 30, 2019. We engaged a third-party expert in the second quarter of ~~2017. Revenues from our income generating assets segment~~2019 to reassess the market and expectations for the ~~nine months ended September 30, 2017 were $200.5 million, an increase~~product. Key findings from the third-party study included: the post-surgical PCA (Patient-Controlled Analgesia) market being smaller than previously forecasted; the higher price of ~~23%, or $36.9 million, compared~~the product relative to alternative therapies, the product not being used as a replacement for systemic opioids and the design of the delivery device, which is pre-filled for up to three days of treatment, which restricts its use for shorter recovery time procedures. Based on this analysis, and the impact to the ~~same period last year, primarily due to~~projected sales-based royalties and milestones, we wrote down the ~~increase in~~ fair value of the ~~Depomed~~ royalty asset ~~and the Merck settlement payment, partially offset~~ by ~~ceasing to receive revenue from Genentech after the first quarter of 2016.~~

~~Revenue from our medical devices segment for~~$60.0 million in the three ~~and nine~~ months ended ~~September~~June 30, 2017 were $5.0 million and $7.6 million, respectively. All revenues from our medical devices segment were derived from LENSAR laser system revenue, procedures and consumables and service revenue which we began to recognize beginning May 11, 2017.2019.

The following tables provides a summary of activity with respect to our royalty rights - change in fair value for the ~~nine~~three months ended ~~September~~June 30, ~~2017 (in thousands):~~2019 and 2018:


			Change in			Royalty Rights -			Three Months Ended June 30, 2019
	Cash Royalties		Fair Value			Change in Fair Value					Change in			Royalty Rights -
Depomed	$	66,465	$	58,625		$	125,090
(in thousands)									Cash Royalties		Fair Value			Change in Fair Value

Assertio									$	18,415	$	93		$	18,508
VB	1,005		440			1,445			227		137			364
U-M	2,717		63			2,780			1,371		(780		)	591
ARIAD	3,081		(462		)	2,619
AcelRx	88		6,582			6,670			93		(59,974		)	(59,881		)
Avinger	915		(777		)	138
KYBELLA	133		(6,651		)	(6,518		)	—		19			19
	$	74,404	$	57,820		$	132,224
Total									$	20,106	$	(60,505	)	$	(40,399	)



	Three Months Ended June 30, 2018
			Change in			Royalty Rights -
(in thousands)	Cash Royalties		Fair Value			Change in Fair Value

Assertio	$	17,690	$	(8,537	)	$	9,153
VB	263		147			410
U-M	1,288		(433		)	855
AcelRx	68		2,302			2,370
Avinger	61		(101		)	(40		)
KYBELLA	—		94			94
Total	$	19,370	$	(6,528	)	$	12,842

Six Months Ended June 30, 2019

Total revenues were $16.4 million for the six months ended June 30, 2019, compared with $85.1 million for the six months ended June 30, 2018. Our total revenues decreased by 81%, or $68.7 million, for the six months ended June 30, 2019, when compared to the same period of 2018. The decrease was primarily due to:

lower royalty asset revenues,

lower product revenues from our Pharmaceutical segment,

lower royalties from the Queen et al. patents, and

a decline in interest revenue from the CareView note receivable asset, partially offset by

higher product revenues from our Medical Devices segment.

Revenue from our Pharmaceutical segment for the six months ended June 30, 2019 was $30.4 million, a decrease of 31%, compared to the same period in the prior year. The decrease in revenue from our Pharmaceutical segment reflects lower net revenues in the United States and the rest of the world. The decrease in revenue from our Pharmaceutical segment in the United States for the three months ended June 30, 2019 reflects the introduction of our authorized generic of Tekturna and a third-party generic of aliskiren in the current six-month period. The decrease in revenue for the rest of the world is due to the initial inventory stock in Japan in the three months ended June 30, 2018 and lower sales volume of Rasilez in other territories.

The following table ~~summarizes the percentage~~provides a summary of activity with respect to our ~~total revenues that individually accounted for 10% or more of our total revenues~~sales allowances and accruals for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017 and 2016:~~2019:

Three Months Ended Nine Months Ended
September 30, September 30,
Licensee Product Name 2017 2016 2017 2016
Genentech Avastin — % — % — % 22 %
Herceptin — % — % — % 22 %

Biogen Tysabri 2 % 28 % 13 % 24 %

Depomed Glumetza, Janumet XR, Jentadueto XR and Invokamet XR 50 % 18 % N/M
N/A

N/M Tekturna, Tekturna HCT, Rasilez and Rasilez HCT 24 % 26 % 17 % 8 %

~~_______________________~~

~~N/M = Not meaningful~~



(in thousands)	Discount and Distribution Fees			Government Rebates and Chargebacks			Assistance and Other Discounts			Product Returns			Total

Balance at December 31, 2018	$	3,094		$	8,901		$	3,457		$	4,681		$	20,133
Allowances for current period sales	3,069			6,455			2,962			951			13,437
Allowances for prior period sales	—			1,841			120			—			1,961
Credits/payments for current period sales	(1,544		)	(4,929		)	(2,401		)	(232		)	(9,106		)
Credits/payments for prior period sales	(3,044		)	(9,910		)	(3,005		)	(2,218		)	(18,177		)
Balance at June 30, 2019	$	1,575		$	2,358		$	1,133		$	3,182		$	8,248

~~Foreign currency exchange rates impact~~Revenue from our ~~reported~~Medical Devices segment for the six months ended June 30, 2019 was $14.1 million, an increase of 30%, compared to the same period in the prior year. The increase in revenue from our Medical Devices segment reflects higher net revenues in both North America and the rest of the world, with the majority of the increase outside of North America.

Revenue from our Income Generating Assets segment for the six months ended June 30, 2019 was $(28.1) million, a decrease of 194%, compared to the same period in the prior year. The decrease was primarily due to:

lower royalty asset revenues primarily due to the decrease in fair value of the AcelRx royalty asset in the three months ended June 30, 2019 discussed above,

a decrease in revenue from ~~licenses of~~ the Queen et al. ~~patents. Our revenues may fluctuate due~~patents, and

no interest revenue recognized from our CareView note receivable.

The following tables provides a summary of activity with respect to ~~changes~~our royalty rights - change in foreign currency exchange rates and are subject to foreign currency exchange risk. While foreign currency conversion terms vary by license agreement, generally most agreements require that royalties first be calculated in the currency of sale and then converted into U.S. dollars using the average daily exchange rates for that currency for a specified period at the end of the calendar quarter. Accordingly, when the U.S. dollar weakens against other currencies, the converted amount is greater than it otherwise would have been had the U.S. dollar strengthened. For example, in a quarter in which we generate $10.0 million in royalty revenues, and when approximately $5.0 million of such royalty revenues are based on sales in currencies other than U.S. dollar, if the U.S. dollar strengthens across all currencies by 10% during the reporting period for that quarter, when compared to the same amount of local currency royaltiesfair value for the ~~prior year, U.S. dollar converted royalties will be approximately $0.5 million less in the current quarter than in the prior year’s quarter.~~six months ended June 30, 2019 and 2018:



	Six Months Ended June 30, 2019

			Change in			Royalty Rights -
(in thousands)	Cash Royalties		Fair Value			Change in Fair Value

Assertio	$	29,383	$	(459	)	$	28,924
VB	494		265			759
U-M	2,638		(1,316		)	1,322
AcelRx	161		(57,886		)	(57,725		)
KYBELLA	50		(1,472		)	(1,422		)
Total	$	32,726	$	(60,868	)	$	(28,142	)

We previously hedged certain Euro-denominated currency exposures related to our licensees’ product sales with Euro forward contracts. We designated foreign currency exchange contracts used to hedge royalty revenues based on underlying Euro-denominated sales as cash flow hedges. The aggregate unrealized gain or loss, net of tax, on the effective portion of the hedge was recorded in stockholders’ equity as “Accumulated other comprehensive income”. Realized gains or losses on cash flow hedges were recognized as an adjustment to royalty revenue in the same period that the hedged transaction impacts earnings. For the ~~three months ended September 30, 2017~~ ~~and~~ ~~2016, we recognized no additions in royalty revenues from our Euro forward contracts, for the nine months ended September 30, 2017 and 2016, we recognized zero and $2.8 million, respectively.~~



	Six Months Ended June 30, 2018

			Change in			Royalty Rights -
(in thousands)	Cash Royalties		Fair Value			Change in Fair Value

Assertio	$	34,597	$	(17,967	)	$	16,630
VB	543		284			827
U-M	2,284		(620		)	1,664
AcelRx	120		4,539			4,659
Avinger	366		(396		)	(30		)
KYBELLA	83		100			183
Total	$	37,993	$	(14,060	)	$	23,933

Operating Expenses


	Three Months Ended						Change from Prior		Nine Months Ended						Change from Prior		Three Months Ended					Change from Prior		Six Months Ended						Change from Prior
	September 30,							September 30,							Change from Prior	June 30,						Change from Prior	June 30,							Change from Prior
(dollars in thousands)																	2019		2018			Year %		2019			2018			Year %
	2017			2016			Change from Prior	Year %		2017			2016			Year %
(In thousands)
Cost of product revenue, (excluding intangible amortization)	$	5,565		$	—		N/M		$	12,632		$	—		N/M
Cost of product revenue, (excluding intangible amortization and impairment)																	$	12,348	$	14,524		(15)%		$	25,158		$	25,090		—%
Amortization of intangible assets	6,275			6,014			4%		18,438			6,014			207%		1,598		6,384			(75)%		3,170			12,677			(75)%
General and administrative	11,989			10,396			15%		35,853			27,193			32%		10,483		14,529			(28)%		20,945			26,190			(20)%
Sales and marketing	4,994			11			N/M		11,194			11			N/M		2,073		5,385			(62)%		4,803			10,898			(56)%
Research and development	605			1,933			(69)%		6,652			1,933			244%		886		684			30%		1,755			1,477			19%
Impairment of intangible assets																	—		152,330			N/M		—			152,330			N/M
Change in fair value of acquisition-related contingent consideration	700			2,083			(66)%		3,349			2,083			61%		—		(22,135		)	N/M		—			(22,735		)	N/M
Acquisition-related costs	—			546			N/M		—			3,505			N/M
Total operating expenses	$	30,128		$	20,983		44%		$	88,118		$	40,739		116%		$	27,388	$	171,701		(84)%		$	55,831		$	205,927		(73)%
Percentage of total revenues	48		%	39		%			35		%	23		%			N/M		369		%			341		%	242		%

~~____________________~~_______________________

N/M = Not meaningful

Three Months Ended June 30, 2019

Total operating expenses were $27.4 million for the three months ended June 30, 2019, compared with $171.7 million for the three months ended June 30, 2018. Our operating expenses decreased 84%, or $144.3 million, for the three month period ended June 30, 2019, when compared to the three-month period ended June 30, 2018. The ~~increase~~decrease was primarily a result of:

the absence of the $152.3 million Noden intangible asset impairment recorded in ~~operating~~the second quarter of 2018,

lower amortization of intangible assets after the impairment of the Noden intangible assets,

lower general and administrative expenses of $4.0 million, or 28%, primarily due to lower professional fees,

lower sales and marketing expenses, reflecting the cost savings from the change in our marketing strategies for the Noden Products to a non-personal promotion strategy in anticipation of a third-party generic launch of aliskiren, and

lower cost of product revenue, due to lower sales at Noden, partially offset by

the favorable adjustment to the fair value of the contingent consideration recorded in the three-month period ended June 30, 2018 with no corresponding adjustment in the three-month period ended June 30, 2019, and

higher research and development in our Medical Devices segment.

General and administrative expenses for the three months ended ~~September~~June 30, ~~2017,~~2019 and 2018 are summarized in the table below:



	Three Months Ended June 30, 2019								Three Months Ended June 30, 2018
(in thousands)	Pharmaceutical		Medical Device		Income Generating Assets		Total		Pharmaceutical		Medical Device		Income Generating Assets		Total
Compensation	$	513	$	987	$	4,336	$	5,836	$	457	$	935	$	3,894	$	5,286
Salaries and Wages (including taxes)	385		453		1,543		2,381		371		414		1,525		2,310
Bonuses (including accruals)	67		247		724		1,038		67		402		1,144		1,613
Equity	61		287		2,069		2,417		19		119		1,225		1,363
Asset management	—		—		234		234		—		—		764		764
Business development	—		—		468		468		28		—		869		897
Accounting and tax services	531		37		679		1,247		619		4		1,652		2,275
Other professional services	443		428		462		1,333		202		69		729		1,000
Other	9		271		1,085		1,365		2,530		522		1,255		4,307
Total general and administrative	$	1,496	$	1,723	$	7,264	$	10,483	$	3,836	$	1,530	$	9,163	$	14,529

________________

No general and administrative expenses were attributable to the Strategic Positions segment for the three months ended June 30, 2019.

The reduction in other general and administrative expenses in the Pharmaceutical segment for the three months ended June 30, 2019 were reduced by $1.1 million due to a change in foreign currency exchange rates as compared to the three month period ended June 30, 2018.

Six Months Ended June 30, 2019

Total operating expenses were $55.8 million for the six months ended June 30, 2019, compared with $205.9 million for the six months ended June 30, 2018. Our operating expenses decreased 73%, or $150.1 million, for the six month period ended June 30, 2019, when compared to the six-month period ended June 30, 2018. The decrease was primarily a result of:

the absence of the $152.3 million Noden intangible asset impairment recorded in the second quarter of 2018,

lower amortization expense for the Noden intangible assets as a result of the impairment recorded,

lower general and administrative expenses of $5.2 million, or 20%, primarily due to lower professional fees, and

lower sales and marketing expenses, reflecting the cost savings from the change in our marketing strategies for the Noden Products, partially offset by

the favorable adjustment to the Noden acquisition related contingent consideration which was reduced in the second quarter of 2018.

General and administrative expenses for the six months ended June 30, 2019 and 2018 are summarized in the table below:



	Six Months Ended June 30, 2019								Six Months Ended June 30, 2018
(in thousands)	Pharmaceutical		Medical Device		Income Generating Assets		Total		Pharmaceutical		Medical Device		Income Generating Assets		Total
Compensation	$	1,005	$	1,943	$	7,784	$	10,732	$	897	$	1,623	$	7,218	$	9,738
Salaries and Wages (including taxes)	769		972		3,190		4,931		740		849		2,843		4,432
Bonuses (including accruals)	147		570		1,429		2,146		128		456		2,217		2,801
Equity	89		401		3,165		3,655		29		318		2,158		2,505
Asset management	—		—		684		684		—		—		2,267		2,267
Business development	—		—		597		597		28		—		1,269		1,297
Accounting and tax services	787		40		1,648		2,475		926		6		2,908		3,840
Other professional services	952		702		803		2,457		1,933		192		946		3,071
Other	901		854		2,245		4,000		2,617		840		2,520		5,977
Total general and administrative	$	3,645	$	3,539	$	13,761	$	20,945	$	6,401	$	2,661	$	17,128	$	26,190

________________

No general and administrative expenses were attributable to the Strategic Positions segment for the six months ended June 30, 2019.

Non-operating Income (Expense), Net



	Three Months Ended						Change from Prior	Six Months Ended						Change from Prior
	June 30,						Change from Prior	June 30,						Change from Prior
(dollars in thousands)	2019			2018			Year %	2019			2018			Year %

Interest and other income, net	$	1,650		$	1,376		20%	$	3,524		$	3,290		7%
Interest expense	(2,984		)	(2,811		)	6%	(5,939		)	(6,396		)	(7%)
Equity affiliate - change in fair value	45,487			—			N/M	45,487			—			N/M
Total revenues	$	44,153		$	(1,435	)	(3,177%)	$	43,072		$	(3,106	)	(1,487%)

________________________

N/M Not meaningful

Three Months Ended June 30, 2019

Non-operating income (expense), net, increased for the three months ended June 30, 2019, as compared to the same period in ~~2016, was a result~~2018, primarily due to:

the unrealized gain on the value of ~~acquisitions~~our investment in common stock and warrants of Evofem, and

an increase in interest income from investments as compared to the pharmaceutical and medical devices segment, contributing an additional $5.6 million of cost of product revenue, $0.3 million of acquisition intangible amortization, $5.0 million in sales and marketing,prior year comparable period, partially offset by ~~a reduction~~

an increase in interest expense associated with the amortization of ~~$1.3 million in research and development costs~~the conversion feature on our 2021 convertible notes.

Six Months Ended June 30, 2019

Non-operating income (expense), net, increased for the completion of a pediatric trial for the acquired branded prescription medicines Tekturna and $1.4 million in a change in fair value in acquisition-related contingent consideration. General and administrative expenses increased by $1.6 million of which $1.2 million was related to acquisitions in the medical device segment, $1.7 million relates to increased Noden operating costs, partially offset by a $1.0 million decrease in our legal expenses related to the Merck suit and $0.5 million decrease of our asset purchase expenses.

~~The increase in operating expenses for the nine~~six months ended ~~September~~June 30, ~~2017,~~2019, as compared to the same period in 2016, was a result of acquisitions in pharmaceutical and medical devices segment, contributing an additional $12.6 million of cost of product revenue, $12.4 million of acquisition intangible amortization, $11.2 million in sales and marketing, $4.7 million in research and development costs for 2018, primarily due to:

the ~~completion of a pediatric trial for~~unrealized gain on the ~~acquired branded prescription medicines Tekturna, $1.3 million in a change in fair~~ value in acquisition-related contingent consideration and $2.7 million in general and administrative expenses. General administrative expenses increased by $8.7 million of which $6.8 million was related to acquisitions in the pharmaceutical and medical devices segment, $1.7 million relates to asset management expenses for LENSAR and Direct Flow Medical and approximately $0.7 million of our ~~professional consulting service expenses, partially offset by a decrease~~investment in common stock and warrants of ~~$0.9 million~~Evofem,

the reduction in ~~our asset purchase expenses.~~interest expense after the February 2018 Notes were repaid, and

~~Non-operating Expense, Net~~

~~Non-operating expense, net, for the three and nine months ended September 30, 2017 increased,~~an increase in interest income from investments as compared to the ~~same periods in 2016, primarily due to the increase in interest expense from the December 2021 Note entered into during the fourth quarter of 2016,~~prior year comparable period, partially offset by

the ~~partial repayment of~~gain on available-for-sale investments recorded in the ~~February~~six-month period ended June 30, 2018 ~~Notes~~for which no such gain was recognized in ~~November 2016. The increase in interest expense for~~ the ~~three and nine months~~six-month period ended ~~September~~June 30, 2017, as compared to the same periods in 2016, consisted primarily of non-cash interest expense as we are required to compute interest expense using the interest rate for similar nonconvertible instruments in accordance with the accounting guidance for convertible debt instruments that may be settled in cash or other assets on conversion.2019.

Income Taxes

Income tax (benefit) expense for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, was ~~$4.8~~$(1.2) million and ~~$14.4~~$(14.3) million, respectively, and for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016, by $65.2~~2018, was $1.5 million and ~~$50.0~~$(13.2) million respectively, which resulted primarily from applying the federal statutory income tax rate to income before income taxes. Our effective tax ~~rates~~rate for the current period differs from the U.S. federal statutory rate of ~~35%~~21% due primarily to the effect of ~~Subpart F~~state income ~~as result~~taxes and non-deductible executive compensation, less the foreign tax rate differential associated with our operations of ~~the~~

~~product acquisition triggering U.S. tax on our pro rata share of income earned by~~ Noden ~~as a controlled foreign corporation during the transitional service period. We intend to indefinitely reinvest all our undistributed foreign earnings outside the United States.~~DAC in Ireland.

The uncertain tax positions ~~increased~~did not change during the three or six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018.

Our income tax returns are subject to examination by ~~zero~~U.S. federal, foreign, state and ~~$0.6 million, respectively,~~local tax authorities for tax years 2000 forward. We are currently under audit by the California Franchise Tax Board (the “CFTB”) for the tax years 2009 through 2015 and ~~increased during~~ the ~~nine months ended September 30, 2017~~Internal Revenue Service (the “IRS”) for the tax year 2016. The timing of the audit resolution and ~~2016, by $29.7 million and $2.4 million,~~the amount to be ultimately paid, if any, is uncertain. The outcome of these audits could result in the payment of tax amounts that differ from the amounts we have reserved for uncertain tax positions for the periods under audit resulting ~~from an increase~~ in incremental expense or a reversal of the reserves in a future period. At this time, we do not anticipate a material change in the unrecognized tax ~~uncertainties and estimated~~benefits related to the CFTB or IRS audits that would affect the effective tax ~~liabilities.~~rate or deferred tax assets over the next 12 months.

Net (Loss) Income ~~per~~Per Share

Net (loss) income per share for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018, is presented below:

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Net income per share - basic $ 0.14
$ 0.08
$ 0.56
$ 0.45
Net income per share - diluted $ 0.14
$ 0.08
$ 0.56
$ 0.45



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019		2018

Net (loss) income per share - basic	$	(0.04	)	$	(0.76	)	$	0.02	$	(0.74	)
Net (loss) income per share - diluted	$	(0.04	)	$	(0.76	)	$	0.02	$	(0.74	)

Weighted-average basic and diluted shares used in the computation of Net (loss) income per share are as follows (in thousands):



	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2019	2018	2019	2018

Basic	118,285	146,923	123,484	149,186
Diluted	118,285	146,923	124,040	149,186

Liquidity and Capital Resources

We finance our operations primarily through royalty and other license-related revenues, public and private placements of debt and equity securities, interest income on invested capital and revenues from pharmaceutical and medical device product sales. We currently have ~~one part-time and ten~~19 full-time employees at PDL managing our intellectual property, our asset acquisitions, operations and other corporate activities as well as providing for certain essential reporting and management functions of a public company. In addition, we have 15 full-time employees at our operating subsidiary, Noden, who manage the Pharmaceutical segment business and operations, and 73 full time employees at our operating subsidiary, LENSAR, who manage the Medical Devices segment business and operations.

Our future capital requirements are difficult to forecast and will depend upon many factors, including our ability to identify and acquire pharmaceutical products or companies, the costs and timing of future commercialization activities, including product manufacturing, marketing, sales and distribution, the resources we devote to developing and supporting our products and those

of our strategic partners through additional investments and other factors. Additionally, we will continue to evaluate possible acquisitions of new pharmaceutical products or companies, which may require the use of cash or additional financing.

The general cash needs of our Pharmaceutical, Medical Devices and Income Generating Assets segments can vary significantly. In our Pharmaceutical segment, cash needs tend to be driven primarily by material purchases and capital expenditures. In our Medical Devices segment, the primary factor determining cash needs is the funding of our operations and enhancing our product offerings through research and development. The cash needs of our Income Generating Assets segment tend to be driven by legal and professional service fees as well as the funding of potential repurchases of our common stock.

We had cash and cash equivalents ~~and short-term investments~~ in the aggregate of ~~$516.5~~$284.9 million and ~~$167.1~~$394.6 million at ~~September~~June 30, ~~2017,~~2019 and December 31, ~~2016, respectively.~~2018, respectively, representing a decrease of $109.6 million. The ~~increase~~decrease was primarily attributable ~~to the sale of note receivables for $144.8 million,~~ to:

the repurchase ~~by Takeda~~ of common stock for $71.3 million,

the ~~ARIAD royalty right asset~~investment in Evofem of $60.0 million, and

cash used for ~~$108.2~~operating activities of $8.2 million, ~~payment of the $89.0 million anniversary payment, maturity of the investment-other asset for $75.0 million,~~ partially offset by

proceeds from royalty right payments of $74.4 million, and the proceeds from sale of assets held for sale of $8.1 million, partially offset by the repurchase of common stock for $30.0 million, cash paid for the purchase of noncontrolling interest of $2.2 million, the purchase of fixed assets of $1.2 million, and cash used in operating activities of $58.1$32.7 million.

On ~~March 1, 2017, the~~September 24, 2018, we announced that our board of directors authorized the repurchase of ~~up to $30.0 million~~issued and outstanding shares of our common stock ~~through March 2018. The repurchases~~having an aggregate value of up to $100.0 million pursuant to a share repurchase program. We repurchased 8.0 million shares of our common stock under ~~the~~this share repurchase program ~~were made from time~~during the three months ended June 30, 2019, for an aggregate purchase price of $26.0 million, or an average cost of $3.27 per share, including trading commissions. Since the inception of this share repurchase program through June 30, 2019 we have repurchased 29.7 million shares for an aggregate purchase price of $95.9 million, or an average cost of $3.22 per share, including trading commissions.

Subsequent to ~~time in~~June 30, 2019, we repurchased approximately 1.3 million shares of our common stock at a weighted-average price of $3.17 per share for a total of $4.1 million. These purchases concluded this share repurchase program. The amounts repurchased by us under the ~~open market~~$100.0 million share repurchase program authorized by our board of directors totaled approximately 31.0 million shares of our common stock for an aggregate purchase price of $100.0 million, or ~~in privately negotiated transactions and were funded from the our working capital.~~ an average cost of $3.22 per share, including trading commissions.

All shares of common stock repurchased under this share repurchase program were retired and restored to authorized but unissued shares of common stock as of June 30, 2017. We repurchased 13.3 million shares of its common stock under the share repurchase program during the nine months ended September 30, 2017 for an aggregate purchase price of $30.0 million, or an average cost of $2.25 per share.stock.

On September 25, 2017, we announced that our board of directors authorized the repurchase of issued and outstanding shares of the our common stock having an aggregate value of up to $25.0 million pursuant to a share repurchase program. The repurchases under the share repurchase program are made from time to time in the open market or in privately negotiated transactions and are funded from the our working capital. The amount and timing of such repurchases are dependent upon the price and availability of shares, general market conditions and the availability of cash. Repurchases may also be made under a trading plan under Rue 10b5-1, which would permit shares to be repurchased when we might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. All shares of common stock repurchased under the share repurchase program are expected to be retired and restored to authorized but unissued shares of common stock. As of September 30, 2017, we have not repurchased shares under this plan. The repurchase program may be suspended or discontinued at any time without notice.

~~Although the last of our Queen et al. patents expired in December 2014, we have received royalties beyond expiration based on the terms of our licenses and our legal settlements.~~ We believe that cash on hand and cash from future revenues from acquired pharmaceutical products, medical devices and/or income generating assets, ~~and products,~~ net of operating expenses, debt service and income taxes, ~~plus cash on hand,~~ will be sufficient to fund our operations over the next several years. However, our acquired income generating assets and products will not result in cash flows to us, in the near term, that will replace the cash flows we received from our license agreements related to the Queen et al. patents. In the second quarter of 2016, our cash flows materially decreased after we stopped receiving payments from certain of the Queen et al. patent licenses and our legal settlements. Our continued success is dependent on our ability to

acquire new ~~income generating assets and~~pharmaceutical products or companies, and the timing of these transactions, in order to provide recurring cash flows going forward ~~and to~~that support our business model, and ~~to pay amounts due on~~service our ~~debt as they become due.~~debt.

We continuously evaluate alternatives to ~~increase return~~create value for our stockholders, including, for example, ~~purchasing income generating~~by investing in late clinical-stage or early commercial-stage therapeutics with attractive revenue growth potential, selling certain assets ~~selling discreet assets,~~through optimally timed exit strategies, buying back our convertible notes, repurchasing our common stock ~~and~~or potentially selling our company.

We may consider additional debt or equity financings to support ~~the~~ growth ~~of our business~~ if cash flows from our existing ~~investments~~business are not sufficient to fund future ~~potential investment opportunities and~~pharmaceutical product or company acquisitions.

Off-Balance Sheet Arrangements

As of ~~September~~June 30, ~~2017,~~2019, we did not have any off-balance sheet arrangements, as defined under SEC Regulation S-K Item 303(a)(4)(ii).

Contractual Obligations

Convertible Senior Notes

As of ~~September~~June 30, ~~2017,~~2019, our ~~convertible note obligation~~outstanding notes consisted of our ~~February 2018 Notes and~~ December 2021 Notes, which in the aggregate totaled ~~$276.4~~$150.0 million in principal.

We expect that our debt service obligations over the next several years will consist of interest payments and repayment of our ~~February 2018 Notes and~~ December 2021 Notes. We may further seek to exchange, repurchase or otherwise acquire the convertible senior notes in the open market in the future, which could adversely affect the amount or timing of any distributions to our stockholders. We would make such exchanges or repurchases only if we deemed it to be in our stockholders’ best interest. We may finance such repurchases with cash on hand and/or with public or private equity or debt financings if we deem such financings to be available on favorable terms.

~~Noden Purchase Agreement~~

Pursuant to the Noden Purchase Agreement, Noden is required to pay up to $95.0 million in milestone payments, subject to the occurrence of such milestones. If the milestones are achieved, we expect to fund at least $38.0 million in the form of additional equity contributions to Noden.

~~Kybella Royalty Agreement~~

On July 8, 2016, we entered into a royalty purchase and sales agreement with an individual, whereby we acquired that individual’s rights to receive certain royalties on sales of KYBELLA by Allergan, in exchange for a $9.5 million cash payment and up to $1.0 million in a future milestone payment based upon product sales targets.

Guarantees

~~Novartis Anniversary Payment Guarantee~~

On June 30, 2016, we purchased a $75.0 million certificate of deposit, which is designated as cash collateral for the $75.0 million letter of credit issued on July 1, 2016 with respect to the first anniversary payment under the Noden Purchase Agreement. In addition, we provided an irrevocable and unconditional guarantee to Novartis, to pay up to $14.0 million of the remaining amount of the first anniversary payment not covered by the letter of credit. We concluded that both guarantees are contingent obligations and shall be accounted for in accordance with ASC 450, ~~Contingencies~~. Further, it was concluded that both guarantees do not meet the conditions to be accrued at September 30, 2017. On July 3, 2017, the first anniversary payment of $89.0 million was paid pursuant to the Noden Purchase Agreement and the $14.0 million guarantee expired. On July 31, 2017, the $75.0 million certificate of deposit matured, and on August 1, 2017, the letter of credit terminated.

Redwood City Lease Guarantee

In connection with the Spin-Off of Facet, we entered into amendments to the leases for our former facilities in Redwood City, California, under which Facet was added as a co-tenant, and a Co-Tenancy Agreement, under which Facet agreed to indemnify us for all matters related to the leases attributable to the period after the Spin-Off date. In April 2010, Abbott Laboratories acquired Facet and later renamed the entity AbbVie Biotherapeutics, Inc. (“AbbVie”). If AbbVie were to default under its lease obligations, we could be held liable by the landlord as a co-tenant and, thus, we have in substance guaranteed the payments under the lease agreements for the Redwood City facilities. As of June 30, 2019, the total lease payments for the duration of the guarantee, which runs through December 2021, are approximately $28.2 million. For additional information regarding our lease guarantee, see Note 12, Commitments and Contingencies.

Purchase Obligation

~~In connection with the~~ Noden Transaction, Noden entered into an unconditional purchase obligation with Novartis to acquire all local finished goods inventory in certain countries upon transfer of the applicable marketing authorization rights in such country. The purchase is payable within 60 days after the transfer of the marketing authorization rights. The agreement does not specify quantities but details pricing terms.

~~In addition, Noden~~DAC and Novartis entered into a supply agreement pursuant to which Novartis will manufacture and supply to Noden DAC a ~~finished~~bulk tableted form of the Noden Products and the active pharmaceutical ingredient (“API”). In May 2019, Noden DAC and Novartis entered into an amended supply agreement pursuant to which Novartis will supply to Noden DAC a bulk ~~drug~~tableted form of the Noden Products ~~for specified periods of time prior to the transfer of manufacturing responsibilities for the Noden Products to another manufacturer.~~through 2020 and API through June 2021. The supply agreement ~~commits~~may be terminated by either party for material breach that remains uncured for a specified time period. Under the terms of the amended supply agreement, Noden DAC is committed to ~~a minimum~~ purchase ~~obligation~~certain quantities of bulk product and API that would amount to approximately ~~$17.1~~$90.9 million ~~and $120.7~~through June 2021, of which $53.1 million is committed over the next twelve ~~and twenty-four~~ months, ~~respectively.~~which are guaranteed by the Company. While the supply agreement provides that the parties will agree to reasonable accommodations with respect to changes in firm orders, we expect that Noden ~~expects to~~DAC will meet ~~this requirement.~~the requirements of the supply agreement, unless otherwise negotiated.

LENSAR ~~and Coherent, Inc.~~ entered into ~~an Original Equipment Manufacturer agreement pursuant to which Coherent, Inc. will~~various supply agreements for the manufacture and supply ~~to LENSAR Staccato Lasers by December 31, 2017.~~of certain components. The supply agreement commits LENSAR to a minimum purchase obligation of approximately ~~$1.1~~$6.3 million over the next ~~three~~twenty-four months, of which $4.9 million is committed over the next twelve months. We expect that LENSAR towill meet this requirement.

~~Escrow Receivable~~

On September 21, 2017, we entered into an agreement (the “kaléo Note Sale Agreement”) with MAM-Kangaroo Lender, LLC, a Delaware limited liability company (the “Purchaser”), pursuant to which we sold our entire interest in the notes issued by Accel 300, LLC (“Accel 300”) pursuant to that certain Indenture, dated as of April 1, 2014, by and between Accel 300 and U.S. Bank National Association, as the current trustee of the notes described therein (the “kaléo Note”).

Pursuant to the kaléo Note Sale Agreement, the Purchaser paid to us an amount equal to 100% of the then outstanding principal, a premium of 1% of such amount and accrued interest under the kaléo Notes, for an aggregate cash purchase price of $141.7 million.

Pursuant to the terms of the kaléo Note Sale Agreement, $1.4 million of the aggregate purchase price was deposited into an escrow account as a potential payment against certain contingencies and on the 18th month anniversary of the closing date, the escrow agent will release any funds remaining in the escrow account to us.

We do not believe that it will be subject to claims contemplated under the escrow agreement. However, in the event that such a claim is made, and if successful, the amount of such a claim up to $1.4 million would be released from the escrow, which may reduce the amount ultimately returned to us when the 18 months escrow period has ended. As of September 30, 2017, we are not aware of any claims by the Purchaser that would reduce the escrow receivable.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of ~~September~~June 30, ~~2017,~~2019, there have been no material changes in our market risk from that described in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2018.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~Under the supervision and~~The Company’s management has evaluated, with the participation of ~~our Chief Executive Officer~~the chief executive officer and ~~Chief Financial Officer, we evaluated~~the chief financial officer, the effectiveness of the ~~design and operation of our~~Company’s disclosure controls and procedures (as defined in ~~Rules~~Rule 13a-15(e) and 15d-15(e) ofunder the Securities Exchange Act of ~~1934, as amended)~~1934) as of ~~September 30, 2017.~~the end of the period covered by this report. Based on this evaluation, ~~our Chief Executive Officer and Chief Financial Officer have~~management concluded that ~~as of September 30, 2017, our~~the Company’s disclosure controls and procedures were ~~effective.~~effective as of June 30, 2019.

Changes in Internal Control ~~Over~~over Financial Reporting

~~There~~During the quarter ended June 30, 2019, there have been no changes in our internal control over financial reporting that ~~occurred during the quarter ended September 30, 2017, that~~ have materially affected, or are reasonably likely to materially affect, ~~our internal control over financial reporting. However, on July 1, 2016, we acquired~~ the Noden Products. In accordance with the SEC’s published guidance, our Annual Report on Form 10-K for the year ending December 31, 2016 did not include consideration of the internal controls of the acquired Noden Products within management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2016. We are in the process of integrating the acquired Noden Products into our overall internal control over financial reporting process and will incorporate the acquired Noden Products into our annual assessment of internal control over financial reporting as of December 31, 2017.

In addition, on May 11, 2017, we acquired LENSAR. We are in the process of integrating the acquired LENSAR business and our management is in the process of evaluating any related changes to our internal control over financial reporting as a result of this integration. Except for any changes relating to this integration, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the nine months ended September 30, 2017, that materially affected, or is reasonably likely to materially affect, ourCompany’s internal control over financial reporting.

~~Limitations on the Effectiveness of Controls~~

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis, and no evaluation of controls can provide absolute assurance that all control issues, if any, within an organization have been detected. We continue to improve and refine our internal controls and our compliance with existing controls is an ongoing process.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note ~~11 “Commitments~~12, Commitments and ~~Contingencies”~~Contingencies, to our Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q is incorporated by reference herein.

ITEM 1A. RISK FACTORS

~~There~~Except for the additional risk factors set forth below, there have been no material changes to the risk factors included in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016,~~2018.

Our strategic investment in Evofem Biosciences, Inc. (“Evofem”) is subject to risks, and any other ~~than~~strategic investments that we may make from time to time may be subject to risks.

On April 10, 2019, we entered into a securities purchase agreement with Evofem, pursuant to which we invested $60.0 million in a private placement of securities representing approximately 29% ownership interest in Evofem. Our investment in Evofem is subject to a number of risks and uncertainties. Evofem has no products approved for commercialization, has never generated any material amount of revenue from product sales and may never be profitable. The ability for Evofem to generate revenue and achieve profitability depends on its ability, alone or with strategic collaborators, to successfully complete the development of, and obtain necessary regulatory and marketing approvals to commercialize one or more of its current or future product candidates.

Further, we have elected the fair value method to account for our investment in Evofem as ~~previously disclosed~~we believe it better reflects economic reality, the financial reporting of the investment and the current value of the asset. Because the mark to market valuation will occur at the end of each quarterly reporting period, changes in fair value will vary based upon the volatility of the stock price, and such changes in fair value could have a material and adverse impact on our results of operations.

In addition, applicable securities law restrictions and other factors may result in an inability to liquidate our investment in Evofem. In addition, we may from time to time make strategic investments in other entities. Any such strategic investments will also be subject to risks and uncertainties that may cause us to lose some or all of any such investments.

We may not achieve the expected benefits from our strategic investment in Evofem.

We may not achieve some or all or the benefits that we expect to achieve from our investment in Evofem. Our investment in Evofem is expected to provide funding for Evofem's pre-commercial activities for Amphora^®, its investigational, non-hormonal, on-demand prescription contraceptive gel for women, although there can be no assurance that our investment will guarantee its success.

In addition, we have limited control over the business and operation of Evofem. Although we are entitled to appoint one member of Evofem’s board of directors, as a minority shareholder, our influence on Evofem will be limited, and it is possible that Evofem may take actions that are not in our ~~Quarterly Report~~interest. If Evofem fails to conduct its business in a compliant manner, incurs an excessive amount of debt or goes bankrupt, or the business operations decline, the value of our investment may be harmed. Further, as we have limited control over the business and operation of Evofem, we will have limited oversight and control over the use of proceeds from our investment. If funds are not used efficiently or appropriately, the value of our investment may be harmed.

To the extent that we do not achieve the expected benefits from our investment, our business, financial condition and results of operations may be materially and adversely affected.

Our strategic investment in Evofem will depend heavily on ~~Form 10-Q~~whether Evofem can successfully develop, gain approval for and commercialize its lead product candidate, Amphora, for prevention of pregnancy. Failure of Evofem to successfully develop, gain approval or commercialize Amphora for prevention of pregnancy would likely cause its business to fail, which would diminish the value of our investment in Evofem.

Our investment in Evofem is substantially dependent on Evofem’s ability to successfully develop and commercialize Amphora for the ~~quarter~~prevention of pregnancy. Evofem’s second Phase 3 clinical trial intended to demonstrate efficacy for prevention of pregnancy had its last patient exit the study on November 8, 2018, and it released top-line results from this trial on December 17, 2018. The success of Evofem and the related return on our investment in Evofem depends almost entirely on the successful clinical development and regulatory approval of Amphora for prevention of pregnancy, which may never occur. Evofem intends to resubmit an NDA for Amphora for this indication in 2019, however the FDA may not approve Amphora for this indication and numerous factors may delay its ability to resubmit the NDA in a timely manner. Evofem has never received regulatory approval for any product. Even though Evofem was able to successfully complete its clinical trial for Amphora for prevention of pregnancy, it may be unable to obtain regulatory approval for Amphora for prevention of pregnancy. The commercial success of Amphora will also depend in significant measure upon Evofem’s ability to obtain marketing approval from the FDA or other regulatory authorities including an indication and labeling of sufficient scope to be commercially meaningful. Failure to achieve marketing approval from the FDA or other regulatory authorities of a commercially meaningful indication and labeling may substantially limit Evofem’s ability to market and promote Amphora. In addition, to obtain marketing approval of Amphora on schedule, manufacturing facilities operated by third parties with which Evofem has contracted for the purpose of the supply of Amphora will need to pass a regulatory inspection. Failure of the FDA to approve manufacture of Amphora at such third party facilities may delay approval, and consequently affect the value of our investment in Evofem. Evofem will also likely incur significant costs associated with launching and Amphora, including the development of a successful commercial team and strategy. The failure of Evofem to successfully develop, gain marketing approval and commercialize Amphora would have a material adverse impact on our investment in their company.

Our Strategic Positions business is subject to liquidity risks.

Investments we make in our Strategic Positions segment are, and will likely continue to be, in the form of securities that are subject to liquidity risks. Future strategic investments may be in companies that are not publicly traded. In many cases, there may be a prohibition by contract or by applicable laws from selling such securities for a period ~~ended June 30, 2017.~~of time or there may not be a public market for such securities. Even if the securities are publicly traded, large holdings of securities can often be disposed of only over a substantial length of time, exposing the investment returns to risks of downward movement in market prices during the disposition period. Accordingly, under certain conditions, we may be forced to either sell securities at lower prices than we had expected or defer sales that we had planned to make, potentially for a considerable period of time. Investing in these securities can involve a high degree of risk, and we may lose some or all of the principal amount of such strategic investments.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the period covered by this report.

Issuer Purchases of Equity Securities

The following table contains information relating to the repurchases of our common stock made by us in the three months ended June 30, 2019 (in thousands, except per share amounts):



Fiscal Period			Total Number of Shares Repurchased	Average Price Paid Per Share		Total Number of Shares Purchased As Part of a Publicly Announced Program	Approximate Dollar Amount of Shares That May Yet be Purchased Under the Program
April 1, 2019	to	April 30, 2019	2,762	$	3.77	24,546	$	19,711	⁽¹⁾
May 1, 2019	to	May 31, 2019	2,207	$	3.01	26,753	13,069
June 1, 2019	to	June 30, 2019	2,996	$	3.00	29,749	4,079
Total for the three months ended June 30, 2019			7,965	$	3.27	29,749	$	4,079

____________________

⁽¹⁾On September ~~25, 2017,~~24, 2018, we announced that our board of directors authorized the repurchase of issued and outstanding shares of ~~the Company’s~~our common stock having an aggregate value of up to ~~$25.0~~$100.0 million pursuant to a ~~new~~ share repurchase program. AsAll shares of ~~September 30, 2017, we have not~~common stock repurchased ~~shares~~ under ~~this plan. The~~our share repurchase program ~~may be suspended or discontinued at any time without notice.~~were retired and restored to authorized but unissued shares of common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

~~None.~~In May 2019, Noden DAC and Novartis entered into an amended supply agreement pursuant to which Novartis will supply to Noden DAC a bulk tableted form of the Noden Products through 2020 and API through June 2021. The supply agreement may be terminated by either party for material breach that remains uncured for a specified time period. Under the terms of the amended supply agreement, Noden DAC is committed to purchase certain quantities of bulk product and API that would amount to approximately $90.9 million through June 2021, of which $53.1 million is committed over the next twelve months, which are guaranteed by the Company. While the supply agreement provides that the parties will agree to reasonable accommodations with respect to changes in firm orders, we expect that Noden DAC will meet the requirements of the supply agreement, unless otherwise negotiated.

ITEM 6. EXHIBITS

~~The exhibits listed in the exhibit index following the signature page are filed or furnished as part of this report.~~

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~



~~Dated:~~	~~November 13, 2017~~
~~PDL BIOPHARMA, INC. (REGISTRANT)~~


~~/s/ John P. McLaughlin~~
~~John P. McLaughlin~~
~~Chief Executive Officer~~ ~~(Principal Executive Officer)~~



~~/s/ Peter S. Garcia~~
~~Peter S. Garcia~~
~~Vice President and Chief Financial Officer (Principal Financial Officer)~~



~~/s/ Steffen Pietzke~~
~~Steffen Pietzke~~
~~Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)~~



~~EXHIBIT INDEX~~
Exhibit Number	Exhibit Title

3.1	Restated Certificate of Incorporation effective March 23, 1993 (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K filed March 31, 1993)

3.2	Certificate of Amendment of Certificate of Incorporation effective August 21, 2001 (incorporated by reference to Exhibit 3.3 to Annual Report on Form 10-K filed March 14, 2002)

3.3	Certificate of Amendment of Certificate of Incorporation effective January 9, 2006 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed January 10, ~~2006)~~2006

3.4	Certificate of Designation, Preferences and Rights of the Terms effective August 25, 2006 (incorporated by reference to Exhibit 3.4 to Registration Statement on Form 8-A filed September 6, 2006)

3.5	Third Amended and Restated Bylaws effective December 4, 2014 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed December 9, 2014)

3.6	Certificate of Amendment of Restated Certificate of Incorporation effective May 22, 2013 (incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-3 filed June 21, 2013)

10.1*	~~Offer Letter between the Company~~Executive Severance Plan and ~~Dominique Monnet, dated August 31, 2017~~Schedule of Benefits (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed ~~September 11, 2017)~~on April 10, 2019)

~~10.2*#~~10.2	~~Confidential Separation~~Securities Purchase Agreement ~~and Release of All Claims between Danny Hart and the Company, dated as of October 23, 2017.~~(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 11, 2019)

10.3*	~~Form of Nonstatutory Inducement Stock Option Grant Notice~~Offer Letter between the Company and ~~Nonstatutory Inducement Stock Option Agreement between PDL BioPharma, Inc. and Dominique Monnet.~~Edward A. Imbrogno (incorporated by reference to Exhibit ~~99.1~~10.1 to Current Report on Form ~~S-8 Registration Statement~~8-K filed ~~September 12, 2017).~~on June 24, 2019)

10.4*10.4†	~~Form of Inducement Restricted Stock Grant Notice~~Noden Settlement Letter and ~~Inducement Restricted Stock~~Supply Agreement ~~between PDL BioPharma, Inc. and Dominique Monnet (incorporated by reference to Exhibit 99.2 to Form S-8 Registration Statement filed September 12, 2017).~~

~~12.1#~~	~~Ratio of Earnings to Fixed Charges~~Amendment

31.1#	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2#	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

~~32.1**#~~32.1#+	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase


#	Filed herewith.


*	Management contract or compensatory plan or arrangement.

**+

This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.


†	Certain information in this exhibit has been omitted for confidentiality purposes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Dated:	August 7, 2019
PDL BIOPHARMA, INC. (REGISTRANT)


/s/ Dominique Monnet
Dominique Monnet
President and Chief Executive Officer (Principal Executive Officer)



/s/ Peter S. Garcia
Peter S. Garcia
Vice President and Chief Financial Officer (Principal Financial Officer)



/s/ Edward A. Imbrogno
Edward A. Imbrogno
Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)



	Nine Months Ended September 30,
	2017			2016
Cash flows from operating activities
Net income	$	88,365		$	73,939
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of convertible notes and term loan offering costs	8,195			6,067
Amortization of intangible assets	18,438			6,014
Change in fair value of royalty rights - at fair value	(132,224		)	11,872
Change in fair value of derivative asset	29			875
Change in fair value of anniversary payment and contingent consideration	3,349			2,083
Other amortization, depreciation and accretion of embedded derivative	1,478			16
Gain on sale of available-for-sale securities	(108		)	(881		)
Escrow receivable	(1,400		)	—
Bargain purchase gain	(3,995		)	—
Inventory obsolesence	30			—
Bad debt allowance	22			—
Stock-based compensation expense	3,014			2,649
Deferred income taxes	28,970			(6,013		)
Changes in assets and liabilities, net of affects of business acquired:
Accounts receivable	19,454			(26,035		)
Receivables from licensees and other	5,111			(5,757		)
Prepaid and other current assets	(4,166		)	(470		)
Accrued interest on notes receivable	1,577			(2,745		)
Inventories	(2,285		)	(1,593		)
Other assets	347			30
Accounts payable	1,395			6,740
Accrued liabilities	18,980			10,769
Accrued income taxes	2,432			2,421
Other long-term liabilities	1,055			6,084
Net cash provided by operating activities	58,063			86,065
Cash flows from investing activities
Purchase consideration paid in advance	—			(109,938		)
Purchase of investments	(23,213		)	(7,985		)
Purchase of investments-other	—			(75,000		)
Maturities of investments-other	75,000			—
Proceeds from sales of available-for-sale securities	37,895			1,680
Proceeds from the sale of notes receivables	144,829			��
Purchase of royalty rights - at fair value	—			(59,500		)
Proceeds from royalty rights - at fair value	74,404			47,240
Sale of royalty rights - at fair value	108,169			—
Purchase of notes receivable	—			(8,000		)
Proceeds from sales of assets held for sale	8,142			54,653
Purchase of property and equipment	(1,160		)	—
Net cash provided by / (used in) investing activities	424,066			(156,850		)
Cash flows from financing activities
Payment of debt issuance costs	—			(325		)
Repayment of term loan	—			(25,000		)
Cash received from noncontrolling interest holder	—			250
Payment of anniversary payment	(87,007		)	—
Cash paid for purchase of noncontrolling interest	(2,170		)	—
Cash dividends paid	(21		)	(16,433		)
Repurchase and retirement of common stock	(30,000		)	—
Net cash used in financing activities	(119,198		)	(41,508		)
Net increase (decrease) in cash and cash equivalents	362,931			(112,293		)
Cash and cash equivalents at beginning of the period	147,154			218,883
Cash and cash equivalents at end of period	$	510,085		$	106,590



							Reported as:
	Amortized Cost		Unrealized Gains		Estimated Fair Value		Cash and Cash Equivalents		Short-Term Investments
(In thousands)
September 30, 2017
Cash	$	495,380	$	—	$	495,380	$	495,380	$	—
Money market funds	14,705		—		14,705		14,705		—
Commercial paper	2,060		—		2,060		—		2,060
Corporate securities	3,352		997		4,349		—		4,349
Total	$	515,497	$	997	$	516,494	$	510,085	$	6,409

December 31, 2016
Cash	$	147,150	$	—	$	147,150	$	147,150	$	—
Money market funds	4		—		4		4		—
Commercial paper	19,987		—		19,987		—		19,987
Total	$	167,141	$	—	$	167,141	$	147,154	$	19,987



		Three Months Ended September 30,				Nine Months Ended September 30,
Licensee	Product Name	2017		2016		2017		2016
Genentech	Avastin	—	%	—	%	—	%	22	%
	Herceptin	—	%	—	%	—	%	22	%

Biogen	Tysabri^®	2	%	28	%	13	%	24	%

Depomed	Glumetza, Janumet XR, Jentadueto XR and Invokamet XR	50	%	18	%	50	%	N/A

N/A	Tekturna, Tekturna HCT, Rasilez and Rasilez HCT	24	%	26	%	17	%	8	%



Fiscal Year	Amount
2017 (Remaining three months)	$	6,251
2018	24,989
2019	24,969
2020	24,950
2021	24,934
2022	24,843
Thereafter	91,138
Total intangible assets acquired	$	222,074



	Stock Options			Restricted Stock Awards
(In thousands except per share amounts)	Number of Shares Outstanding	Weighted Average Exercise Price		Number of Shares Outstanding		Weighted Average Grant-date Fair Value Per Share
Balance at December 31, 2016	—	$	—	1,472		$	3.96
Granted	961	$	3.21	2,157		$	2.27
Vested or released	—	$	—	(426	)	$	3.52
Forfeited or canceled	—	$	—	(10	)	$	3.12
Balance at September 30, 2017	961	$	3.21	3,193		$	2.88



	Unrealized gains (losses) on available-for-sale securities		Total Accumulated Other Comprehensive Income
(In thousands)
Beginning Balance at December 31, 2016	$	—	$	—
Activity for the nine months ended September 30, 2017	648		648
Ending Balance at September 30, 2017	$	648	$	648



Consideration paid in cash at closing	$	109,938
Discounted anniversary payment	87,007
Fair value of contingent consideration	47,360
Total fair value of consideration transferred	$	244,305



Acquired product rights	$	216,690
Customer relationships	23,880
Goodwill	3,735
Net intangible assets	$	244,305



Cash	$	1,983
Tangible assets	18,647
Intangible assets ⁽¹⁾	11,970
Net deferred tax assets	20,411
Total identifiable assets	53,011
Current liabilities	(6,674		)
Total liabilities assumed	(6,674		)
Gain on bargain purchase, net of loss on extinguishment of notes receivable	3,995
Total fair value of consideration	$	31,726



Income (loss) by segment	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands)	2017			2016			2017			2016
Income generating assets	$	25,248		$	14,049		$	98,746		$	74,084
Pharmaceutical	1,082			(142		)	(3,560		)	(142		)
Medical devices	(5,598		)	—			(6,774		)	—
Total net income	$	20,732		$	13,907		$	88,412		$	73,942