MOTION FOR APPROVAL OF MANNER OF PROVIDING NOTICE OF VOLUNTARY DISMISSAL AND ORDER

ANDREW P. GORDON, District Judge.

Plaintiffs respectfully submit this proposal with respect to the form of notice of the voluntary dismissal of this derivative lawsuit. The Parties have agreed to voluntarily dismiss this lawsuit without prejudice and have simultaneously submitted for the Court's review and approval a stipulation of voluntary dismissal without prejudice. Pursuant to Rule 23.1(c), Plaintiffs propose that notice of the voluntary dismissal without prejudice be in the form of a press release issued by PDL Biopharma Inc. ("PDL" or the "Company") that would be filed with the U.S. Securities and Exchange Commission ("S.E.C.") on Form 8-K and posted on PDL's website. Defendants agree that this notice is sufficient and agree to make and file the press release.

I. ARGUMENT

Rule 23.1(c) of the Federal Rules of Civil Procedure requires that notice be given to shareholders in the manner that the Court orders when a derivative action is settled or voluntarily dismissed. The Parties have today filed a Stipulation and [Proposed] Order of Voluntary Dismissal Without Prejudice (which recites the background and reasons for the dismissal), and they respectfully request that the Court "so order" that stipulation of voluntary dismissal. Plaintiffs propose to notify shareholders of this dismissal by way of the Company issuing a press release informing shareholders that this action has been voluntarily dismissed without prejudice. PDL would file the press release with the S.E.C. on Form 8-K, which is a "current report" filed with the SEC to announce events that a company considers to be of importance to security holders. The Form 8-K would be publicly available at no charge on the S.E.C.'s web site, http://www.sec.gov/edgar.shtml. PDL would also post the Form 8-K and press release on its own website, http://pdl.com/, notifying shareholders of the dismissal. Plaintiffs request that the Court approve this manner of providing notice of the dismissal.

The Parties agree that the method of the proposed notice is sufficient to notify the shareholders of the dismissal. The notice will be available to all PDL shareholders on the Company's website (and would additionally be available on the S.E.C.'s EDGAR web site). Publishing notice regarding a shareholder action on the Company's website is appropriate because it is where shareholders are most likely to go to find company information.

Because the dismissal is without prejudice, the dismissal does not operate to deprive the Company or its shareholders of the right or ability to address the claims in Plaintiffs' Complaint (unlike a proposed settlement or dismissal with prejudice). If another shareholder decides to pursue a claim at a later date, their rights have not been prejudiced by the dismissal. Notice in a press release filed on Form 8-K would be sufficient to inform PDL shareholders of the status of the claims. Including the notice in a press release that is filed with the SEC and posted on the Company's web page is a cost-effective way of reaching the largest number of shareholders. Any other more onerous and costly form of notice would be unnecessary to address any limited residual interest in notice here.

II. CONCLUSION

Plaintiffs request the Court order that notice of the voluntary dismissal without prejudice be provided in a press release to be issued by the Company, filed with the S.E.C. on Form 8-K, and published on the Company's website. The Company would issue and file the press release within ten (10) business days of the Court "so ordering" the stipulation of dismissal and approving this proposed manner of providing the notice.

IT IS SO ORDERED.