0001140361-13-041100 Sample Contracts

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 7th, 2013 • XOMA Corp • Pharmaceutical preparations • New York

THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of August 12, 2013, by and among XOMA (US) LLC, a Delaware limited liability company (“Borrower”); XOMA CORPORATION (formerly known as XOMA Ltd.), a Delaware corporation (“Holdings”); the other Loan Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender and as Agent for Lenders; and the other Lenders signatory hereto.

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CONSENT, TRANSFER, ASSUMPTION AND AMENDMENT AGREEMENT
Security Agreement • November 7th, 2013 • XOMA Corp • Pharmaceutical preparations • New York

This Consent, Transfer, Assumption and Amendment Agreement (the "Loan Transfer Consent" or this "Agreement"), is made and entered into as of August 12, 2013, by and among (i) XOMA Ireland Limited, a company with limited liability incorporated organized and existing under the laws of Ireland (registered number 307875), having its registered head office at 26 Upper Pembroke Street, Dublin 2, Ireland ("XOMA Ireland"), (ii) XOMA (US) LLC, a limited liability company organized and existing under the laws of Delaware, having its registered office at 2910 Seventh Street, Berkeley, California 94710, USA ("XOMA US"), and (iii) Les Laboratoires Servier, a corporation organized and existing under the laws of France, 50 rue Carnot, 92284 Suresnes, France ("SERVIER").

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