CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations • California
This Change of Control Severance Agreement (the “Agreement”) dated this 4th day of January, 2012 (the “Effective Date”), is between John Varian (the “Employee”) and XOMA Corporation, a Delaware corporation (the “Company”).
OFFICER EMPLOYMENT AGREEMENTOfficer Employment Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations • California
This Officer Employment Agreement (“Agreement”), dated this 4th day of January, 2012, by and between XOMA (US) LLC (“XOMA” or the “Company”), a Delaware limited liability company with its principal office at 2910 Seventh Street, Berkeley, California, and John Varian (“Employee”), an individual residing at 930 Noe Street, San Francisco, California 94114.
indicates that a confidential portion of the text of this agreement has been omitted. AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations
This Amended and Restated Collaboration and License Agreement (the “Agreement”) is made and entered into as of February 14, 2012 (the “Amendment Effective Date”) by and between XOMA Ireland Limited, a company with limited liability organized under the laws of the Republic of Ireland, having a place of business at 26 Upper Pembroke Street, Dublin 2, Ireland (“XOMA”) on the first part, and Les Laboratoires Servier, a corporation organized and existing under the laws of France, having offices at 50 rue Carnot, 92284 Suresnes, France and Institut de Recherches Servier, a corporation organized and existing under the laws of France, having offices at 3 rue de la République, 92150 Suresnes, France (these two entities jointly referred to as “Servier”) on the second part. XOMA and Servier are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
WARRANT TO PURCHASE 263,158 COMMON SHARESWarrant Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, GE Capital Equity Investments, Inc. (“Holder”) is entitled to subscribe for and purchase two hundred sixty-three thousand one hundred fifty-eight (263,158) shares of fully paid and nonassessable shares of Common Stock of XOMA Ltd., a Bermuda exempted company (“Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean Company’s presently authorized common shares, US$0.0075 par value per share, and any shares into which such common shares may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Common Stock which Holder may acquire pursuant to this Warrant and any other shares into which such shares of Common Stock may hereafter be converted or exchanged.
GUARANTY, PLEDGE AND SECURITY AGREEMENT Dated as of December 30, 2011 among XOMA (US) LLC and Each Other Grantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as AgentGuaranty, Pledge and Security Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations • New York
GUARANTY, PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of December 30, 2011, by XOMA (US) LLC, a Delaware limited liability company (the “Company”), XOMA LTD., a Bermuda exempted company and as such entity may be discontinued from Bermuda pursuant to Sections 132G and 132H of the Companies Act of 1981 of Bermuda, as amended (the “Companies Act”) and converted to a Delaware corporation pursuant to Section 388 of the Delaware General Corporation Law (“Parent”) and each of the other entities listed on the signature pages hereto or that becomes a party hereto pursuant to Section 5.5 (together with Parent and the Company, the “Grantors”), in favor of General Electric Capital Corporation (“GECC”), in its capacity as agent for the Lenders (defined below) (together with its successors and permitted assigns, in each such capacity the “Agent”).
indicates that a confidential portion of the text of this agreement has been omitted. AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENTMaster Services Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations
This Amendment No. 1 to Master Services Agreement (this “Amendment”), dated as of October 4, 2011 (the “Amendment Effective Date”), is between Medpace, Inc., an Ohio corporation with offices at 4620 Wesley Avenue, Cincinnati, Ohio 45212 (“MEDPACE”), and XOMA (US) LLC, a Delaware limited liability company with offices at 2910 Seventh Street, Berkeley, California 94710 (“SPONSOR”). MEDPACE and SPONSOR are sometimes referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Master Services Agreement (as defined below).
MASTER SERVICES AGREEMENT Between Medpace Inc. an Ohio Corporation Cincinnati, Ohio 45212 (“MEDPACE”) and XOMA (US) LLC a Delaware company with limited liability Berkeley, California 94710 (“SPONSOR”)Master Services Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations • New York
This MASTER SERVICES AGREEMENT (the “Agreement”), dated as of November 9, 2009 (the “Effective Date”), is between MEDPACE and SPONSOR. MEDPACE and SPONSOR are sometimes referred to herein individually as a “Party” and together as the “Parties”.
LOAN AGREEMENT Dated as of December 30, 2011 among XOMA (US) LLC, as Borrower, XOMA LTD., as Parent, and Each Other Loan Party From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and Each Other Lender From Time to Time...Loan Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT, dated as of December 30, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”), XOMA (US) LLC, a Delaware limited liability company (“Borrower”), XOMA Ltd., a Bermuda exempted company and as such entity may be discontinued from Bermuda pursuant to Sections 132G and 132H of the Companies Act of 1981 of Bermuda and converted to a Delaware corporation pursuant to Section 388 of the Delaware General Corporation Law (“Parent”) and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (together with P
Form of] Stock Option Agreement Under the XOMA Corporation Amended and Restated 2010 Long Term Incentive and Stock Award PlanStock Option Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations • Delaware
indicates that a confidential portion of the text of this agreement has been omitted. AMENDMENT NO. 1 TO AMENDED AND RESTATED RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTResearch, Development and Commercialization Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations
This Amendment No. 1 to Amended and Restated Research, Development and Commercialization Agreement (this “Amendment”) is effective as of April 30, 2010 (the “Amendment Effective Date”) by and between Novartis Vaccines and Diagnostics, Inc. (f/k/a Chiron Corporation), a Delaware corporation with offices at 4650 Horton Street, Emeryville, California 94608 (together with its Affiliates, “NVDI”), and XOMA (US) LLC, a Delaware limited liability company with offices at 2910 Seventh Street, Berkeley, California 94710 (together with its Affiliates, “XOMA”). NVDI and XOMA are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” When used in this Amendment, capitalized terms shall have the meanings set forth in Article 1 of the Amended and Restated Agreement (as defined below).
AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN LES LABORATOIRES SERVIER AND XOMA IRELAND LIMITEDLicense and Commercialization Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations
This AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is effective as of January 11, 2012 (the “Effective Date”) by and between LES LABORATOIRES SERVIER (“Servier”), a corporation organized and existing under the laws of France having offices at 22 rue Garnier, 92200 Neuilly-sur-Seine, France, and XOMA IRELAND LIMITED (“XOMA”), a company organized and existing under the laws of the Republic of Ireland, having offices at 26 Upper Pembroke Street, Dublin 2, Ireland. Servier and XOMA are each referred to herein by name or individually as a “Party” or collectively as the “Parties.”
Form of] Restricted Stock Unit Agreement Under the XOMA Corporation Amended and Restated 2010 Long Term Incentive and Stock Award PlanRestricted Stock Unit Agreement • March 14th, 2012 • XOMA Corp • Pharmaceutical preparations • Delaware
XOMA Corporation has awarded you Restricted Stock Units (the “Restricted Stock Units”) to receive the number of Shares shown in item (C) above (the “Awarded Shares”). This award is subject to the terms of the Company's Amended and Restated 2010 Long Term Incentive and Stock Award Plan (the “Plan”), the terms of which are incorporated herein by reference, and to the terms and conditions set forth in this Restricted Stock Unit Agreement (this “Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Plan.
