UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q/A
(Amendment No. 1)

 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2009
 
or
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
Commission File No. 0-14710
 
XOMA Ltd.
(Exact name of registrant as specified in its charter)
 
     
Bermuda
  
52-2154066
(State or other jurisdiction of
incorporation or organization)
 
  
(I.R.S. Employer
Identification No.)
 
   
2910 Seventh Street, Berkeley,
California 94710
 
  
(510) 204-7200
(Address of principal executive offices,
including zip code)
 
  
(Telephone Number)
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x   No o
 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  o   No  o
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (Check one):
 
 

 
             
Large accelerated filer   o
  
Accelerated filer    x
  
Non-accelerated filer   o
  
Smaller reporting company   o
       
(Do not check if a smaller reporting company)
    

 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934).    Yes  __   No  x
 
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
 
     
Class
 
  
Outstanding at November 5, 2009
 
Common Shares, U.S. $0.0005 par value
  
198,937,455

 

 

 
 
 

 
 Explanatory Note
 
We are filing this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 (the “Form 10-Q”) for the sole purpose of re-filing Exhibit 10.35 thereto in order to respond to comments received from the staff of the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibit 10.35.  In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are being filed as exhibits to the Form 10-Q, and the Exhibit Index included in the Form 10-Q is being amended to reflect certain technical corrections.

Except as described above, no other changes have been made to the Form 10-Q.  This Amendment does not modify or update the disclosures or financial statements in the Form 10-Q or otherwise reflect any events occurring after the original filing of the Form 10-Q.  As a result, this Amendment should be read in conjunction with the Form 10-Q.
 

 
 

 

 
 
 

 

 
ITEM 6.
EXHIBITS
 
 
(a)
Exhibits
 
     
Exhibit
Number
 
 
10.18A
 
Agreement related to LUCENTIS License Agreement and RAPTIVA Collaboration Agreement dated September 9, 2009, by and between XOMA (Bermuda) Ltd., XOMA (US) LLC and Genentech, Inc. (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)
   
10.35
  
Discovery Collaboration Agreement dated September 9, 2009, by and between XOMA Development Corporation and Arana Therapeutics 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)
     
10.36
  
At Market Issuance Sales Agreement dated July 14, 2009, by and between XOMA Ltd. and Wm Smith & Co. (previously filed)
     
31.1
 
Certification of Steven B. Engle, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2
 
Certification of Fred Kurland, filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1
 
Certification of Steven B. Engle, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
32.2
 
Certification of Fred Kurland, furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
99.1
 
Press Release dated November 9, 2009 (previously furnished)
 
 
 
 
 
 

 
 
 

XOMA Ltd.
 
SIGNATURES
 
 
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, thereunto duly authorized.
 
 
                 
 
 
  
 
XOMA Ltd.
       
Date: March 5, 2010
 
  
 
By:
 
/s/ STEVEN B. ENGLE
 
 
  
 
  
 
  
 
Steven B. Engle
 
 
  
 
  
 
  
 
Chairman of the Board, Chief Executive Officer and President
 
       
Date: March 5, 2010
 
  
 
By:
 
/s/ FRED KURLAND
 
 
  
 
  
 
  
 
Fred Kurland
 
 
  
 
  
 
  
 
Vice President, Finance and Chief Financial Officer