Xoma Ltd Sample Contracts

Xoma Ltd – UNDERWRITING AGREEMENT (June 27th, 2001)

EXHIBIT 2 3,000,000 Shares XOMA Ltd. Common Shares UNDERWRITING AGREEMENT June 26, 2001 U.S. Bancorp Piper Jaffray As Representative of the several Underwriters named in Schedule 1 800 Nicollet Mall Minneapolis, MN 55402 Dear Sirs: XOMA Ltd., a Bermuda company (the "Company"), proposes, subject to the terms and conditions set forth herein, to issue and sell to the Underwriters named in Schedule 1 hereto (each, an "Underwriter" and, together, the "Underwriters") 3,000,000 (the "Firm Shares") of the Company's Common Shares, par value U.S. $0.0005 per share (the "Common Shares"). 1. Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with, eac

Xoma Ltd – EMPLOYMENT AGREEMENT (March 21st, 2001)

Exhibit 10.11 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), made and effective this 26th day of March, 2000, by and between XOMA (US) LLC ("XOMA" or the "Company"), a Delaware company with its principal office at 2910 Seventh Street, Berkeley, California, and Patrick J. Scannon, M.D., Ph.D., ("Executive"), an individual residing at 176 Edgewood, San Francisco, California. WHEREAS, the Company wishes to enter into this Agreement to assure the Company of the continued services of Executive; and WHEREAS, Executive is willing to enter into this Agreement and to serve in the employ of the Company upon the terms and conditions hereinafter provided; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. Employment. The Company agrees to employ Executive, and Executive agrees to enter

Xoma Ltd – RE: Termination of License Agreement (March 21st, 2001)

Exhibit 10.34A XOMA Ireland Limited Shannon Airport House Shannon, County Clare Ireland January 5, 2001 Allergan Sales, Inc. 2525 DuPont Drive Irvine, CA 92612 Attention: Lester Kaplan RE: Termination of License Agreement Dear Mr. Kaplan: Reference is made to that certain License Agreement effective as of June 25, 1999, as amended ( the "License Agreement"). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the License Agreement. Having received on November 13, 2000 written notice of ALLERGAN's intention to terminate the License Agreement pursuant to Section 9.4 thereof, XOMA hereby acknowledges that the License Agreement will terminate in its enti

Xoma Ltd – SIXTH AMENDMENT TO LICENSE AGREEMENT (May 12th, 2000)

EXHIBIT 10.1 [*] indicates that a confidential portion of the text of this agreement has been omitted SIXTH AMENDMENT TO LICENSE AGREEMENT This Sixth Amendment to License Agreement (hereinafter "Amendment") is made and effective on January 25, 2000, among XOMA TECHNOLOGY LTD., a company organized and existing under the laws of Bermuda and having a place of business at 2910 Seventh Street, Berkeley, California 94710 and XOMA IRELAND LIMITED, a company organized and existing under the laws of Ireland and having a place of business at Shannon Airport House, Shannon, Co. Clare, Ireland (hereinafter collectively referred to as "CORPORATION"), and NEW YORK UNIVERSITY, a corporation organized and existing under the laws of the State of New York and having a place of business at 70 Washington Square South, New York, New York 10012 (hereinafter "NYU").

Xoma Ltd – AMENDMENT NUMBER ONE TO TECHNOLOGY ACQUISITION AGREEMENT (April 25th, 2000)

[*] indicates that a confidential portion of the text of this agreement has been omitted. AMENDMENT NUMBER ONE TO TECHNOLOGY ACQUISITION AGREEMENT THIS AMENDMENT NUMBER ONE TO TECHNOLOGY ACQUISITION AGREEMENT is entered into as of December 8, 1999, by and between XOMA (US) LLC ("XOMA") and Connetics Corporation ("Connetics" or "CT"). A. XOMA (under the name "XOMA Corporation") and Connetics (under the name "Connective Therapeutics, Inc.") are parties to a Technology Acquisition Agreement effective as of June 3, 1994 (the "XOMA/Connetics Agreement"), and an Assignment and Assumption Agreement effective as of June 3, 1994, pursuant to which XOMA assigned to Connetics and Connetics assumed XOMA's rights and obligations under that certain Research Collaboration and License Agreement between XOMA and Dr. Arthur A. Vandenbark ("Vandenbark") effective February 27, 1990 (the "1990 Research Ag

Xoma Ltd – AGREEMENT (March 24th, 2000)

[*] indicates that a confidential portion of the text of this agreement has been omitted AGREEMENT THIS AGREEMENT (this "Agreement") dated as of December 8, 1999 (the "Effective Date"), is entered into between The Immune Response Corporation, a Delaware corporation ("IRC"), having a place of business located at 5935 Darwin Court, Carlsbad, California 92008, and XOMA (US) LLC, a Delaware limited liability company ("XOMA"), having a place of business at 2910 Seventh Street, Berkeley, California 94710, with reference to the following facts: A. In connection with an acquisition of technology by IRC, an assignment agreement known as the Technology Acquisition Agreement between Connetics Corporation ("Connetics") and XOMA and effective as of June 3, 1994 (the "Original Agreement") must be amended. B. In consideration for XOMA's willingness to amend the Original Agreement, which amendment shall be effective as of December 8, 1999, IR

Xoma Ltd – FIFTH AMENDMENT TO LICENSE AGREEMENT (March 24th, 2000)

[*]indicates that a confidential portion of the text of this agreement has been omitted FIFTH AMENDMENT TO LICENSE AGREEMENT This Fifth Amendment to License Agreement (hereinafter "Amendment") is made and effective on June 25, 1999, by and between XOMA TECHNOLOGY LTD., a company organized and existing under the laws of Bermuda and having an office at 2910 Seventh Street, Berkeley, California 94710 (hereinafter "CORPORATION"), and NEW YORK UNIVERSITY, a corporation organized and existing under the laws of the State of New York and having a place of business at 70 Washington Square South, New York, New York 10012 (hereinafter "NYU"). WITNESSETH WHEREAS, CORPORATION and NYU entered into a certain agreement made and effective as of August 6, 1990, as amended and restated on September 1, 1993 and as subsequently amended on August 1, 1996, June 12, 1997 and December 23, 1998 (as so amended and restated, the "Agree

Xoma Ltd – AMENDMENT NUMBER ONE TO TECHNOLOGY ACQUISITION AGREEMENT (March 24th, 2000)

[*] indicates that a confidential portion of the text of this agreement has been omitted. AMENDMENT NUMBER ONE TO TECHNOLOGY ACQUISITION AGREEMENT THIS AMENDMENT NUMBER ONE TO TECHNOLOGY ACQUISITION AGREEMENT is entered into as of December 8, 1999, by and between XOMA (US) LLC ("XOMA") and Connetics Corporation ("Connetics" or "CT"). A. XOMA (under the name "XOMA Corporation") and Connetics (under the name "Connective Therapeutics, Inc.") are parties to a Technology Acquisition Agreement effective as of June 3, 1994 (the "XOMA/Connetics Agreement"), and an Assignment and Assumption Agreement effective as of June 3, 1994, pursuant to which XOMA assigned to Connetics and Connetics assumed XOMA's rights and obligations under that certain Research Collaboration and License Agreement between XOMA and Dr. Arthur A. Vandenbark ("Vandenbark") effective February 27, 1990 (the "1990 Research Agree

Xoma Ltd – EMPLOYMENT AGREEMENT (March 24th, 2000)

EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), made and effective this 26th day of March, 1999, by and between XOMA Ltd. ("XOMA" or the "Company"), a Bermuda company with its principal office at 2910 Seventh Street, Berkeley, California, and Patrick J. Scannon, M.D, Ph.D., ("Executive"), an individual residing at 176 Edgewood, San Francisco, California. WHEREAS, the Company wishes to enter into this Agreement to assure the Company of the continued services of Executive; and WHEREAS, Executive is willing to enter into this Agreement and to serve in the employ of the Company upon the terms and conditions hereinafter provided; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. Employment. The Company agrees to employ Executive, and Executive agrees to enter the employ of the Company, for the period referred to in Section 3 hereof and upon the

Xoma Ltd – LICENSE AGREEMENT (March 9th, 2000)

LICENSE AGREEMENT BY AND BETWEEN XOMA IRELAND LIMITED AND BAXTER HEALTHCARE CORPORATION DATED AS OF JANUARY 25, 2000 [*] indicates that a confidential portion of this Agreement has been omitted and filed separately with the Securities and Exchange Commission. LICENSE AGREEMENT LICENSE AGREEMENT, dated as of January 25, 2000 (this "Agreement"), by and between XOMA Ireland Limited, a company with limited liability organized under the laws of the Republic of Ireland (including its Affiliates, "XOMA Ireland"), having a place of business at Shannon Airport House, Shannon, Co. Clare, Ireland, and Baxter Healthcare Corporation, a Delaware corporation (including its Affiliates, "Baxter"), having a

Xoma Ltd – SUPPLY AND DEVELOPMENT AGREEMENT (March 9th, 2000)

[*] indicates that a confidential portion of this Agreement has been omitted and filed separately with the Securities and Exchange Commission. SUPPLY AND DEVELOPMENT AGREEMENT BY AND BETWEEN XOMA(US) LLC AND BAXTER HEALTHCARE CORPORATION DATED AS OF JANUARY 25, 2000 SUPPLY AND DEVELOPMENT AGREEMENT SUPPLY AND DEVELOPMENT AGREEMENT, dated as of January 25, 2000 (this "Agreement"), by and between XOMA(US) LLC, a Delaware limited liability company (including its Affiliates, "XOMA US"), having a place of business at 2910 Seventh Street, Berkeley, CA 94710, and Baxter Healthcare Corporation, a Delaware corporation (including its Affiliates, "Baxter"), having a place of business at 550 North Brand Boulev

Xoma Ltd – REGISTRATION RIGHTS AGREEMENT (February 14th, 2000)

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 11, 2000, by and among XOMA Ltd., a Bermuda company (the "Company"), and Arnhold and S. Bleichroeder, Inc. and Sutro & Co. Incorporated (together, the "Investors"). WHEREAS: A. In connection with the Subscription Agreement between the parties thereto dated as of February 8, 2000 (the "Subscription Agreement"), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue to the Investors common share purchase warrants (the "Warrants") to purchase an aggregate of 250,000 common shares (the "Warrant Shares") of the Company, par value $.0005 per share (the "Common Shares"); B. To induce the Investors to act as financial advisors to the Company, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any simi

Xoma Ltd – SUBSCRIPTION AGREEMENT (February 14th, 2000)

================================================================================ SUBSCRIPTION AGREEMENT dated as of February 8, 2000 by and among XOMA LTD. and THE BUYERS NAMED HEREIN ================================================================================ TABLE OF CONTENTS Page 1. DEFINITIONS..........................................................1 2. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE...............................3 (a) Subscription.........................................................3 (b) Form of Payment......................................................3 (c) Method of Payment..............................

Xoma Ltd – REGISTRATION RIGHTS AGREEMENT (February 14th, 2000)

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 11, 2000, by and among XOMA Ltd., a Bermuda company (the "Company"), and the investors listed on Schedule A hereto (each an "Investor" and collectively, the "Investors"). WHEREAS: A. In connection with the Subscription Agreement between the parties hereto dated as of February 8, 2000 (the "Subscription Agreement"), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Investors an aggregate of 6,145,000 common shares (the "Purchased Shares") of the Company, par value $.0005 per share (the "Common Shares"); B. To induce the Investors to execute and deliver the Subscription Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute and rules (col

Xoma Ltd – SUPPLY AND DEVELOPMENT AGREEMENT (February 3rd, 2000)

[*] indicates that a confidential portion of this Agreement has been omitted and filed separately with the Securities and Exchange Commission. SUPPLY AND DEVELOPMENT AGREEMENT BY AND BETWEEN XOMA(US) LLC AND BAXTER HEALTHCARE CORPORATION DATED AS OF JANUARY 25, 2000 SUPPLY AND DEVELOPMENT AGREEMENT SUPPLY AND DEVELOPMENT AGREEMENT, dated as of January 25, 2000 (this "Agreement"), by and between XOMA(US) LLC, a Delaware limited liability company (including its Affiliates, "XOMA US"), having a place of business at 2910 Seventh Street, Berkeley, CA 94710, and Baxter Healthcare Corporation, a Delaware corporation (including its Affiliates, "Baxter"), having a place of business at 550 North Brand Boulev

Xoma Ltd – LICENSE AGREEMENT (February 3rd, 2000)

LICENSE AGREEMENT BY AND BETWEEN XOMA IRELAND LIMITED AND BAXTER HEALTHCARE CORPORATION DATED AS OF JANUARY 25, 2000 [*] indicates that a confidential portion of this Agreement has been omitted and filed separately with the Securities and Exchange Commission. LICENSE AGREEMENT LICENSE AGREEMENT, dated as of January 25, 2000 (this "Agreement"), by and between XOMA Ireland Limited, a company with limited liability organized under the laws of the Republic of Ireland (including its Affiliates, "XOMA Ireland"), having a place of business at Shannon Airport House, Shannon, Co. Clare, Ireland, and Baxter Healthcare Corporation, a Delaware corporation (including its Affiliates, "Baxter"), having a

Xoma Ltd – BAXTER AND XOMA ENTER AGREEMENT FOR NEUPREX IN (January 25th, 2000)

Exhibit 1 Baxter Media Contact: Mary Thomas, (847) 948-2815 Tali Kaplan, (818) 550-4680 Baxter Investor Contact: Neville Jeharajah, (847) 948-2875 XOMA contacts: Ellen Martin or Peter Davis (510) 644-1170 Rhonda Chiger, Thomson IR (212) 510-9280 BAXTER AND XOMA ENTER AGREEMENT FOR NEUPREX IN MENINGOCOCCEMIA AND RELATED FUTURE INDICATIONS DEERFIELD, IL and BERKELEY, CA, January 24, 2000 - Baxter Healthcare Corporation (NYSE: BAX) and XOMA Ltd. (Nasdaq: XOMA) announced today an agreement in which Baxter's Hyland Immuno division has acquired the worldwide rights to XOMA's NEUPREX(R) (rBPI21) for treatment of meningococcemia and all future anti-bacterial and anti-endotoxin indications. The terms of the agreement call for XOMA to receive upfront and other payments related to the meningococcemia indication aggregating $3

Xoma Ltd – REGISTRATION RIGHTS AGREEMENT (July 26th, 1999)

Exhibit 5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 21, 1999, by and among XOMA Ltd., a Bermuda company (the "Company"), and Sutro & Co. Incorporated and Arnhold & S. Bleichroeder, Inc. (together, the "Investors"). WHEREAS: A. In connection with the Subscription Agreement between the parties hereto effective as of even date herewith (the "Subscription Agreement"), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue to each of the Investors common share purchase warrants (the "Warrants") to purchase 75,000 common shares (the "Warrant Shares") of the Company, par value $.0005 per share (the "Common Shares"); B. To induce the Investors to act as financial advisors to the Company, the Company has agreed to provide certain registration rights under the Securities Ac

Xoma Ltd – REGISTRATION RIGHTS AGREEMENT (July 26th, 1999)

Exhibit 3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 21, 1999, by and among XOMA Ltd., a Bermuda company (the "Company"), and the investors listed on Schedule A hereto (each an "Investor" and collectively, the "Investors"). WHEREAS: A. In connection with the Subscription Agreement between the parties hereto effective as of even date herewith (the "Subscription Agreement"), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Investors an aggregate of three million, twenty-four thousand and eighty-six (3,024,086) common shares (the "Purchased Shares") of the Company, par value $.0005 per share (the "Common Shares"); B. To induce the Investors to execute and deliver the Subscription Agreement, the Company has agreed to provide certain registration

Xoma Ltd – Common Share Purchase Warrant (July 26th, 1999)

Exhibit 4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE RESOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. Right to Purchase 75,000 Common Shares of XOMA Ltd. XOMA LTD. Common Share Purchase Warrant No. W- XOMA LTD., a Bermuda company (the "Company"), hereby certifies that, for value received, ___________ or registered assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time after the date

Xoma Ltd – SUBSCRIPTION AGREEMENT (July 26th, 1999)

Exhibit 2 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT, dated as of July 21, 1999 (this "Agreement"), by and among XOMA LTD., a Bermuda company (the "Company"), with an office located at 2910 Seventh Street, Berkeley, California 94710, and the buyers listed on Schedule A hereto (each a "Buyer" and collectively the "Buyers"). W I T N E S S E T H: WHEREAS, upon the terms and subject to the conditions of this Agreement, the Buyers wish to purchase Common Shares (such capitalized term and all other capitalized terms used in this Agreement having the respective meanings provided in Section 1) and the Company wishes to sell Common Shares to the Buyers as provided in this Agreement; NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and s

Xoma Ltd – SUPPLY AGREEMENT (July 19th, 1999)

[*] indicates that a confidential portion of this Agreement has been omitted and filed separately with the Securities and Exchange Commission. SUPPLY AGREEMENT by and among XOMA(US) LLC and ALLERGAN SALES, INC. effective as of June 25, 1999 ARTICLE I - DEFINITIONS......................................................1 ARTICLE II - COMPOUND SUPPLY 2.1 Supply..............................................................2 2.2 Price...............................................................3 2.3 Records.............................................................3 2.4 Audits..............................................................3 2.5 Payment Terms.......................................................3 2.6 Compound Supply

Xoma Ltd – LICENSE AGREEMENT (July 19th, 1999)

[*] indicates that a confidential portion of this Agreement has been omitted and filed separately with the Securities and Exchange Commission. LICENSE AGREEMENT This License Agreement (this "Agreement") is made and effective as of this 25th day of June 1999 (hereinafter referred to as the "Effective Date"), by and among XOMA Ireland Limited, a company with limited liability organized and existing under the laws of Ireland, having a place of business at 1 Earlsfort Centre, Hatch Street, Dublin 2, Ireland ("XOMA"), and Allergan Sales, Inc., a California corporation, having a place of business at 2525 Dupont Drive, Irvine, California 92612, United States ("ALLERGAN"). WITNESSETH THAT: WHEREAS, XOMA owns "XOMA Know-How" (as hereinafter defined) and "Patent Rights" (as hereinafter defined) relating to Compound (as hereinafter defined) and/or ophthalmic pharmaceutical compositions containing Compound; and

Xoma Ltd – CONVERTIBLE SUBORDINATED NOTE AGREEMENT (May 17th, 1999)

[*] indicates that a confidential portion of the text of this agreement has been omitted and filed separately with the Securities and Exchange Commission SECOND AMENDMENT TO CONVERTIBLE SUBORDINATED NOTE AGREEMENT April 14, 1999 This amendment (this "Second Amendment") is made and entered into as of the date first written above by and between Genentech, Inc., a Delaware corporation having its principal executive office at 1 DNA Way, South San Francisco, California 94080 ("Genentech"), and XOMA Ltd., a Bermuda company having its principal office at 2910 Seventh Street, Berkeley, California 94710 ("XOMA"), to amend that certain Convertible Subordinated Note Agreement, dated as of April 22, 1996 (the "Note Agreement"), by and between Genentech and XOMA, as amended by that certain amendment, dated June 13, 1996 (the "First Amendment"), to the N

Xoma Ltd – COMMON STOCK AND CONVERTIBLE NOTE PURCHASE AGREEMENT (May 17th, 1999)

EXHIBIT 10.6 AMENDMENT TO COMMON STOCK AND CONVERTIBLE NOTE PURCHASE AGREEMENT April 14, 1999 This Amendment is made and entered into as of the date first written above by and between Genentech, Inc., a Delaware corporation having its principal executive office at 1 DNA Way, South San Francisco, California 94080 ("Genentech"), and XOMA Ltd., a Bermuda company having its principal office at 2910 Seventh Street, Berkeley, California 94710 ("XOMA"), to amend that certain Common Stock and Convertible Note Purchase Agreement, dated as of April 22, 1996 (the "Purchase Agreement"), by and between Genentech and XOMA. Genentech and XOMA agree to amend the Purchase Agreement as follows: 1. To replace the words "State of Delaware" in Section 4(a) with the words "Commonwealth of Bermuda." 2.

Xoma Ltd – COLLABORATION AGREEMENT (May 17th, 1999)

EXHIBIT 10.5 [*] indicates that a confidential portion of the text of this agreement has been omitted and filed separately with the Securities and Exchange Commission AMENDMENT TO COLLABORATION AGREEMENT April 14, 1999 This Amendment is made and entered into as of the date first written above by and between Genentech, Inc., a Delaware corporation having its principal executive office at 1 DNA Way, South San Francisco, California 94080 ("Genentech"), and XOMA Ltd., a Bermuda company having its principal office at 2910 Seventh Street, Berkeley, California 94710 ("XOMA"), to amend that certain Collaboration Agreement, dated as of April 22, 1996 (the "Collaboration Agreement"), by and between Genentech and XOMA. Genentech and XOMA agree to amend the Collaboration Agreement as follows: 1. To del

Xoma Ltd – FOURTH AMENDMENT TO LICENSE AGREEMENT (March 10th, 1999)

FOURTH AMENDMENT TO LICENSE AGREEMENT This Fourth Amendment to License Agreement (hereinafter "Amendment") is made on December 23, 1998, to be effective as set forth herein, by and between XOMA CORPORATION, a corporation organized and existing under the laws of the State of Delaware and having a place of business at 2910 Seventh Street, Berkeley, California 94710 (hereinafter "CORPORATION"), and NEW YORK UNIVERSITY, a corporation organized and existing under the laws of the State of New York and having a place of business at 70 Washington Square South, New York, New York 10012 (hereinafter "NYU"). WITNESSETH WHEREAS, CORPORATION and NYU entered into a certain agreement made and effective as of August 6, 1990, as amended and restated on September 1, 1993 and as subsequently amended on August 1, 1996 and June 12, 1997 (as so amended and restated, the "Agreement"), pursuant to which, inter alia, CORPORATION undertook

Xoma Ltd – LICENSE AGREEMENT (March 10th, 1999)

[*] indicates that a confidential portion of the test of this agreement has been omitted and filed separately with the Securities and Exchange Commission. LICENSE AGREEMENT This License Agreement (hereinafter referred to as "Agreement") is made and effective as of the 15th day of December, 1993, by and between RESEARCH DEVELOPMENT FOUNDATION (hereinafter referred to as "Licensor"), a Nevada nonprofit corporation having its office at 402 North Division Street, Carson City, Nevada 89703; AND XOMA CORPORATION (hereinafter referred to as "Licensee"), a Delaware corporation, having an office at 2910 Seventh Street, Berkeley, California, 94710. WITNESSETH: WHEREAS, Licensor is a nonprofit organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986; WHEREAS, Licensor is the owner of certain inventions, discoveries, and know-how comprising certain Proprietary Proper

Xoma Ltd – LICENSE AGREEMENT (March 10th, 1999)

[*] indicates that a confidential portion of the test of this agreement has been omitted and filed separately with the Securities and Exchange Commission. LICENSE AGREEMENT This License Agreement (hereinafter referred to as "Agreement") is made and effective as of the 15th of December, 1993, by and between XOMA CORPORATION (hereinafter referred to as "Licensor"), a Delaware corporation, having an office at 2910 Seventh Street, Berkeley, California, 94710; AND RESEARCH DEVELOPMENT FOUNDATION (hereinafter referred to as "Licensee"), a Nevada nonprofit corporation having its office at 402 North Division Street, Carson City, Nevada 89703. WITNESSETH: WHEREAS, Licensor is the owner of certain inventions, discoveries, and know-how comprising certain Proprietary Property (as hereinafter defined) described in Exhibit 1 hereto; WHEREAS, Licensor is the owner of

Xoma Ltd – EMPLOYMENT AGREEMENT (March 10th, 1999)

EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), made and effective this 26th day of March, 1998, by and between XOMA CORPORATION ("XOMA" or the "Company"), a Delaware corporation with its principal office at 2910 Seventh Street, Berkeley, California, and Patrick J. Scannon, M.D, Ph.D., ("Executive"), an individual residing at 176 Edgewood, San Francisco, California. WHEREAS, the Company wishes to enter into this Agreement to assure the Company of the continued services of Executive; and WHEREAS, Executive is willing to enter into this Agreement and to serve in the employ of the Company upon the terms and conditions hereinafter provided; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. Employment. The Company agrees to employ Executive, and Executive agrees to enter the employ of the Company, for the period referred to in Section 3 hereof

Xoma Ltd – Common Share Purchase Warrant (February 18th, 1999)

Exhibit 5 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE RESOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. Right to Purchase _______ Common Shares of XOMA Ltd. XOMA LTD. Common Share Purchase Warrant No. W- XOMA LTD., a Bermuda company (the "Company"), hereby certifies that, for value received, _____________ or registered assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company a

Xoma Ltd – ESCROW AGREEMENT (February 18th, 1999)

Exhibit 4 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of January 28, 1999 (this "Agreement"), by and between XOMA LTD., a Bermuda company (the "Company"), [Buyer] (the "Buyer"), and BRIAN W. PUSCH, not in his individual capacity but as Escrow Agent (the "Escrow Agent"). W I T N E S S E T H: WHEREAS, the Company and the Buyer have executed and delivered, one to the other, a Subscription Agreement, dated as of January 28, 1999 (the "Subscription Agreement"), pursuant to which, among other things, the Company has agreed to sell to the Buyer, and the Buyer has agreed to purchase from the Company, upon the terms and subject to the conditions of the Subscription Agreement, shares (the "Purchased Shares") which are Common Shares, $.0005 par value, of the Company (the "Common Shares"), and the Company has further agreed, under certain circu

Xoma Ltd – REGISTRATION RIGHTS AGREEMENT (February 18th, 1999)

Exhibit 3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 28, 1999 (this "Agreement"), is made by and between XOMA LTD., a Bermuda company (the "Company"), and the person named on the signature page hereto (the "Initial Investor"). W I T N E S S E T H: WHEREAS, in connection with the Subscription Agreement, dated as of January 28, 1999, between the Initial Investor and the Company (the "Subscription Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Subscription Agreement, to issue and sell to the Initial Investor Common Shares, $.0005 par value (the "Common Shares"), of the Company, and to issue to the Initial Investor common share purchase warrants (the "Warrants") to purchase Common Shares (the "Warrant Shares"); WHEREAS, under the conditions set forth in the S

Xoma Ltd – SUBSCRIPTION AGREEMENT (February 18th, 1999)

Exhibit 2 SUBSCRIPTION AGREEMENT dated as of January 28, 1999 by and between XOMA LTD. and [Buyer] -------------------- COMMON STOCK and COMMON STOCK PURCHASE WARRANTS -------------------- SUBSCRIPTION AGREEMENT COMMON STOCK and COMMON STOCK PURCHASE WARRANTS XOMA LTD. Page 1. DEFINITIONS..................