UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-Q/A (mark one) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarterly Period Ended March 31, 2002 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For 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 (I.R.S. Employer Identification No.) incorporation or organization) 2910 Seventh Street, Berkeley, CA 94710 (Address of principal executive offices) (Zip Code) (510) 644-1170 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) 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 ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common shares US$.0005 par value 70,287,972 Class Outstanding at March 31, 2002 PART II - OTHER INFORMATION Item 6 Exhibits and Reports on Form 8-K. a) Exhibits: Exhibit 10.39A Amendment No. 1 to the Process Development and Manufacturing Agreement by and between XOMA (US) LLC and Onyx Pharmaceuticals, Inc., dated as of April 15, 2002 (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).1 Exhibit 10.43 License Agreement by and between XOMA Ireland Limited and MorphoSys AG, dated as of February 1, 2002 (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). b) Reports on Form 8-K: None. - ---------- 1 Previously filed. -1- 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: December 4, 2002 By: /s/ JOHN L. CASTELLO --------------------------------------- John L. Castello Chairman of the Board, President and Chief Executive Officer Date: December 4, 2002 By: /s/ PETER B. DAVIS --------------------------------------- Peter B. Davis Vice President, Finance and Chief Financial Officer -2-