UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
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
(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 1.01. Entry into a Material Definitive Agreement.
As previously announced on November 26, 2001, XOMA Ltd. ("XOMA") has
entered into a development and license agreement with Millennium
Pharmaceuticals, Inc. ("Millennium"). Under the related 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.
As previously announced, on October 10, 2003, XOMA announced that it
discontinued development of MLNM2201 (formerly known as LDP-01), one of the two
products being developed under its collaboration with Millennium, which had the
effect of reducing Millennium's obligation to purchase XOMA common shares under
the investment agreement by 40% from up to $33.5 million remaining to up to
$20.1 million.
On October 12, 2004, XOMA and Millennium announced the restructuring of
their agreement related to the collaboration for the development of MLN2222,
currently being investigated in a phase I clinical trial for Coronary Artery
Bypass Graft surgery. This agreement, dated as of October 8, 2004, supersedes
the companies' previous development and investment agreements, established in
November of 2001.
A copy of the agreement is attached hereto as Exhibit 10 and is
incorporated herein by reference.
Item 9.01. 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).*
-2-
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.*
8. Letter Agreement dated February 24, 2004 by and between XOMA Ltd. and
Millennium Pharmaceuticals, Inc.*
9. Press Release dated October 12, 2004.*
10. Omnibus Agreement dated as of October 8, 2004 by and among XOMA Ltd., XOMA
(US) LLC, XOMA Ireland Limited and Millennium Pharmaceuticals, 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.
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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: October 20, 2004 XOMA LTD.
By: /s/ Christopher J. Margolin
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Christopher J. Margolin
Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Number Description
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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.*
8. Letter Agreement dated February 24, 2004 by and between XOMA Ltd. and
Millennium Pharmaceuticals, Inc.*
9. Press Release dated October 12, 2004.*
10. Omnibus Agreement dated as of October 8, 2004 by and among XOMA Ltd., XOMA
(US) LLC, XOMA Ireland Limited and Millennium Pharmaceuticals, 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.