Exhibit 99.2

 

Notice of Guaranteed Delivery

for

XOMA Ltd.

 

Offer for all

Outstanding 6.50% Convertible Senior Notes due February 1, 2012

 

in Exchange for

 

6.50% Convertible SNAPsSM due February 1, 2012

 

which will be Registered under

the Securities Act of 1933, as Amended,

Prior to Closing

 

You must use this form, or a form substantially equivalent to this form, to accept the Exchange Offer of XOMA Ltd. (the “Company”) made pursuant to the Preliminary Prospectus, dated January 10, 2006 (the “Prospectus”), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Wells Fargo Bank, National Association, as exchange agent (the “Exchange Agent”), prior to 12:00 midnight, New York City time, on the Expiration Date of the Exchange Offer. This form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender outstanding 6.50% Convertible Senior Notes due February 1, 2012 (the “Existing Notes”), pursuant to the Exchange Offer, a Letter of Transmittal (or facsimile thereof) or an electronic confirmation pursuant to The Depository Trust Company’s ATOP system, with any required signature guarantees and any other required documents must also be received by the Exchange Agent prior to 12:00 midnight, New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus.

 

Delivery To:

 

Wells Fargo Bank, National Association

Exchange Agent

 

For 6.50% Convertible Senior Notes due February 1, 2012

 

By Mail or Overnight Courier:

Wells Fargo Bank, National Association

Corporate Trust Services

707 Wilshire Blvd., 17th Floor

Los Angeles, CA 90017

 

By Facsimilie Transmission:

(213) 614-3355

 

Confirm by Telephone:

(213) 614-2588

 

For Information with respect to the Exchange Offer call:

Georgeson Shareholder Communications Inc.

17th Street, 10th Floor

New York, New York 10004

 

Banks and Brokers Call Collect: (212) 440-9800

Call Toll Free: (888) 867-6963

 

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

 

Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Existing Notes set forth below pursuant to the guaranteed delivery procedure described in “The Exchange Offer – Guaranteed Delivery Procedures” section of the Prospectus.

 

The undersigned understands that tenders of Existing Notes will be accepted only in authorized denominations. The undersigned understands that tenders of Existing Notes pursuant to the Exchange Offer may not be withdrawn after 12:00 midnight, New York City time, on the Expiration Date. Tenders of Existing Notes may be withdrawn as provided in the Prospectus.

 

DESCRIPTION OF EXISTING NOTES    1    2    3    4

Name(s) and Address(es) of Registered

Holder(s)

(Please fill in, if blank)

   

Note

Certificate

Number(s) / Account
Number(s)*

   

Aggregate

Principal

Amount of

Existing Note(s)

   

Principal

Amount

Tendered**

    CUSIP
Number(s)
                     
                     
     Total               

*       For book-entry to The Depositary Trust Company, please provide account number.

 

**     Unless otherwise indicated in this column, a Holder will be deemed to have tendered ALL of the Existing Notes represented by the Existing Notes indicated in column 2. See Instruction 2. Existing Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

 

 

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, personal representatives, administrators, trustees in bankruptcy, successors and assigns of the undersigned.

 

PLEASE SIGN HERE
   

x                                                                                                                                               

                                                                    
   

x                                                                                                                                               

                                                                    
    Signature(s) of Owner(s) or Authorized Signatory    Date
   

    Area Code and Telephone Number:                                                                 

     
 

Must be signed by the Holder(s) of Existing Notes as their name(s) appear(s) on a security position listing, or by person(s) authorized to become registered Holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below:

   
    

Please print name(s) and address(es)

   

Name(s):

   
   
    
   

Capacity

   
   

Address(es):

   
   
      

 

DO NOT SEND NOTES WITH THE FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.