SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2009 • Xoma LTD /De/ • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2009, between XOMA Ltd., a Bermuda company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
June 4, 2009 Steven B. Engle Chief Executive Officer Xoma, Ltd. Berkeley, California 94710 Dear Mr. Engle:Letter Agreement • June 10th, 2009 • Xoma LTD /De/ • Pharmaceutical preparations • New York
The purpose of this letter agreement (the “Agreement”) is to authorize Canaccord Adams Inc. (“Canaccord”) and Wedbush Morgan Securities, Inc. (“Wedbush” and, together with Canaccord, the “Placement Agents”) to contact one or more institutional investors to explore the degree of interest, if any, of such investors in providing funding to Xoma, Ltd. or its affiliates (the “Company”). This authorization shall be exclusive to the Placement Agents for a period of 30 days. The Company may terminate each of the Placement Agents authorization to contact investors hereunder at any time upon a 10-day written notice. If the Company chooses to accept any funding, on terms to be mutually agreed upon by the Company and any such investor(s), then the Company shall pay to each of the Placement Agents the fees set forth below if there is any funding, excluding draw downs from an equity line of credit and any current or future At The Market facilities, of the Company (a “Financing”) within 6 months of t
FORM OF WARRANT] XOMA Ltd. Warrant To Purchase Common StockXoma LTD /De/ • June 10th, 2009 • Pharmaceutical preparations • New York
XOMA Ltd., a Bermuda corporation, (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [_________________], the registered holder hereof, or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the six (6) month and one (1) day anniversary of the date hereof, but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), [_________] fully paid nonassessable shares of Common Stock (as defined below), as adjusted pursuant to the terms hereof (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings se
