UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
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 26, 2001
XOMA Ltd.
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(Exact name of registrant as specified in its charter)
BERMUDA
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(State or other jurisdiction of incorporation)
0-14710 52-2154066
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(Commission File Number) (IRS Employer Identification No.)
2910 Seventh Street, Berkeley, California 94710
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (510) 204-7200
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(Former name or former address, if changed since last report)
Item 5. Other Events
As previously announced on November 26, 2001, XOMA Ltd. has agreed with
Millennium Pharmaceuticals, Inc. to collaborate to develop two of Millennium's
biotherapeutic agents for certain vascular inflammation indications.
Under an investment agreement, Millennium committed to purchase, at XOMA's
option, up to $50 million worth of XOMA common shares over the 30 months
following the effective date of the investment agreement, through a combination
of convertible debt and equity at then prevailing market prices. On May 16,
2003, XOMA and Millennium agreed to delay the maturity of the convertible debt
until February 26, 2004 and to adjust the timing of Millenium's obligation to
purchase the remaining $37.5 million worth of XOMA common shares. A copy of the
letter agreement is attached hereto as Exhibit 6 and incorporated herein by
reference.
On May 20, 2003, XOMA issued the announcement attached hereto as Exhibit 7,
which is incorporated herein by reference.
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Item 7. Exhibits
1. Press Release dated November 26, 2001.*
2. Development and License Agreement dated as of November 26, 2001 by and
among Millennium Pharmacueticals Inc., XOMA (US) LLC and XOMA Ireland
Limited (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. Investment Agreement dated as of November 26, 2001 by and among XOMA Ltd.,
Millennium Pharmaceuticals, Inc. and mHoldings Trust (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. Registration Rights Agreement dated as of November 26, 2001 by and among
XOMA Ltd., Millennium Pharmaceuticals, Inc. and mHoldings Trust (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).*
5. Convertible Subordinated Promissory Note dated November 26, 2001 (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).*
6. Letter Agreement dated May 16, 2003 by and among XOMA Ltd., Millennium
Pharmaceuticals, Inc. and mHoldings Trust.
7. Press Release dated May 20, 2003.
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* Previously filed.
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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: May 21, 2003 XOMA LTD.
By: /s/ Christopher J. Margolin
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Christopher J. Margolin
Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Number Description
1. Press Release dated November 26, 2001.*
2. Development and License Agreement dated as of November 26, 2001 by and
among Millennium Pharmacueticals Inc., XOMA (US) LLC and XOMA Ireland
Limited (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. Investment Agreement dated as of November 26, 2001 by and among XOMA Ltd.,
Millennium Pharmaceuticals, Inc. and mHoldings Trust (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. Registration Rights Agreement dated as of November 26, 2001 by and among
XOMA Ltd., Millennium Pharmaceuticals, Inc. and mHoldings Trust (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).*
5. Convertible Subordinated Promissory Note dated November 26, 2001 (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).*
6. Letter Agreement dated May 16, 2003 by and among XOMA Ltd., Millennium
Pharmaceuticals, Inc. and mHoldings Trust.
7. Press Release dated May 20, 2003.
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* Previously filed.