0001193125-05-050055 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2005 • Xoma LTD /De/ • Pharmaceutical preparations • California

This Employment Agreement (“Agreement”), made and effective this 26th day of March, 2004, 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 Patrick J. Scannon, M.D., Ph.D., (“Executive”), an individual residing at 176 Edgewood, San Francisco, California.

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SECOND AMENDED AND RESTATED COLLABORATION AGREEMENT
Collaboration Agreement • March 15th, 2005 • Xoma LTD /De/ • Pharmaceutical preparations

THIS SECOND AMENDED AND RESTATED COLLABORATION AGREEMENT (this “Agreement”) is executed as of January 12, 2005 (the “Signature Date”) and is effective as of the 1st day of January 2005 (the “Effective Date”) by and between XOMA (US) LLC, a Delaware limited liability company having its principal place of business at 2910 Seventh Street, Berkeley, California 94710 (“XOMA”), and Genentech, Inc., a Delaware corporation having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (“Genentech”), each on behalf of itself and its Affiliates. XOMA and Genentech are sometimes referred to herein individually as a “Party” and collectively as the “Parties,” and references to “XOMA” and “Genentech” shall include their respective Affiliates.

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