0000950162-11-000050 Sample Contracts

XOMA LTD., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20__ SUBORDINATED DEBT SECURITIES
Indenture • February 11th, 2011 • Xoma LTD /De/ • Pharmaceutical preparations • New York

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

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XOMA LTD., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20__ SENIOR DEBT SECURITIES
Xoma LTD /De/ • February 11th, 2011 • Pharmaceutical preparations • New York

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

At Market Issuance Sales Agreement
Market Issuance Sales Agreement • February 11th, 2011 • Xoma LTD /De/ • Pharmaceutical preparations • New York

XOMA Ltd., a Bermuda company (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC, a Delaware limited liability company (“MLV”), as follows:

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