Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



As previously disclosed, on August 19, 2020, at the 2020 Annual Meeting of
Stockholders, the stockholders of PDL BioPharma, Inc. (the "Company"), upon the
recommendation of the Company's Board of Directors (the "Board"), approved
amendments to the Company's Restated Certificate of Incorporation (the
"Certificate") in order to phase out the classification of the Board and to
provide for the annual election of all directors, as described below. The
amendments to the Certificate (the "Declassification Amendment") became
effective upon filing with the Office of the Secretary of State of the State of
Delaware (the "Delaware Secretary of State") on August 26, 2020.

Article SEVENTH of the Certificate provided that the Board was divided into
three classes of approximately equal size, composed of directors each serving
terms of office of three years. The Declassification Amendment amends Article
SEVENTH to provide for the annual election of directors. Specifically, the
Declassification Amendment provides for the annual election of directors
beginning at the 2021 annual meeting of stockholders, and that the
declassification of the Board will be phased in over a period of three years.
Beginning with the 2023 annual meeting of stockholders, the declassification of
the Board will be complete and all directors will be subject to annual election
for one year terms.

Following stockholder approval of the Declassification Amendment, the Board also
approved the Company's Fourth Amended and Restated Bylaws (the "Amended Bylaws")
making technical and conforming amendments to Sections 2, 3 and 4 of Article III
of the Company's Third Amended and Restated Bylaws. The Amended Bylaws became
effective upon filing of the Declassification Amendment with the Delaware
Secretary of State on August 26, 2020.

A copy of the Declassification Amendment and the Amended Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively. The descriptions of the Declassification Amendment and the Amended Bylaws are qualified in their entireties by reference to the full text contained in Exhibits 3.1 and 3.2, respectively.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.                                              Description
                          Certificate of Amendment of Restated Certificate

of Incorporation effective


       3.1              August 26, 2020
       3.2                Fourth amended and Restated Bylaws effective August 26, 2020

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