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May 19, 2020
Christopher Stone
Vice President and General Counsel
PDL BioPharma, Inc.
932 Southwood Boulevard
Incline Village, Nevada 89451
Re:PDL BioPharma, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed May 5, 2020
File No. 000-19756
Dear Mr. Stone:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors, page 11
1.Please include risk factor disclosure regarding the lack of a firm end date for the Board's
authorization to implement the Plan of Dissolution. Please also discuss the wide range for
the estimated amount of total cash distributions available to stockholders in the
Dissolution.
Proposal No. 3
Background of the Proposed Dissolution and Plan of Dissolution, page 29
2.Please revise the background section to describe all material discussions, meetings,
contacts and reports to date among specific members of the board and/or management of
the Company, and representatives of potential counterparties as well as financial,
economic and legal advisors regarding the various options considered.   Describe the
terms of any offers or indications of interest made to date.

 FirstName LastNameChristopher Stone
 Comapany NamePDL BioPharma, Inc.
 May 19, 2020 Page 2
 FirstName LastName
Christopher Stone
PDL BioPharma, Inc.
May 19, 2020
Page 2
Reasons for the Dissolution, page 31
3.Please disclose why approval of the Plan of Dissolution is being sought at this time as
opposed to later in the strategic review process when investors would have
more information regarding the aggregate amount of total cash distributions that would be
available for distribution in the Dissolution.

General
4.Please refer to Schedule 14A, Item 14(a)(5) and revise to include all required financial
statements, or advise.
5.Given that the Plan of Dissolution does not appear to prohibit transactions with affiliates,
please advise us as to why you believe that Rule 13e-3 is not applicable to the solicitation
to approve the Dissolution Proposal.  Refer to Rule 13e-3(a)(2) and (3).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Chris Edwards at (202) 551-6761 or Joe McCann at (202) 551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Kryszak