UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
on
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 10, 2004
XOMA LTD.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
BERMUDA
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-14710 52-2154066
(Commission File Number) (IRS Employer Identification No.)
2910 Seventh Street, Berkeley, California 94710
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (510) 204-7200
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 1.01. Entry into a Material Definitive Agreement
As announced on November 10, 2004, XOMA Ltd. has entered into an exclusive
worldwide license agreement with Zephyr Sciences Inc.
A copy of the license agreement and the related amendments to XOMA's
existing license agreements with New York University and Incyte Corporation are
attached hereto as Exhibit 2, Exhibit 3 and Exhibit 4 and are incorporated
herein by reference.
Item 9.01. Exhibits
1. Press Release dated November 10, 2004.*
2. License Agreement by and between Zephyr Sciences Inc. and XOMA Ireland
Limited effective as of November 10, 2004 (with certain confidential
information omitted, which omitted information is the subject of a
confidential treatment request and has been filed separately with the
Securities and Exchange Commission).
3. Seventh Amendment to License Agreement by and among New York University,
XOMA Technology Limited and XOMA Ireland Limited effective as of November
10, 2004 (with certain confidential information omitted, which omitted
information is the subject of a confidential treatment request and has been
filed separately with the Securities and Exchange Commission).
4. Amendment No. 1 to License Agreement by and among Incyte Corporation, XOMA
Technology Limited and XOMA Ireland Limited effective as of November 10,
2004 (with certain confidential information omitted, which omitted
information is the subject of a confidential treatment request and has been
filed separately with the Securities and Exchange Commission).
____________________________
* Previously filed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 30, 2004 XOMA LTD.
By: /s/ Christopher J. Margolin
-------------------------------
Christopher J. Margolin
Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Number Description
------ -----------
1. Press Release dated November 10, 2004.*
2. License Agreement by and between Zephyr Sciences Inc. and XOMA Ireland
Limited effective as of November 10, 2004 (with certain confidential
information omitted, which omitted information is the subject of a
confidential treatment request and has been filed separately with the
Securities and Exchange Commission).
3. Seventh Amendment to License Agreement by and among New York University,
XOMA Technology Limited and XOMA Ireland Limited effective as of November
10, 2004 (with certain confidential information omitted, which omitted
information is the subject of a confidential treatment request and has been
filed separately with the Securities and Exchange Commission).
4. Amendment No. 1 to License Agreement by and among Incyte Corporation, XOMA
Technology Limited and XOMA Ireland Limited effective as of November 10,
2004 (with certain confidential information omitted, which omitted
information is the subject of a confidential treatment request and has been
filed separately with the Securities and Exchange Commission).
____________________________
* Previously filed.