UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 30, 2003
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 5. Other Events
XOMA Ltd. received $4.0 million from Millennium Pharmaceuticals, Inc.,
pursuant to the companies' existing collaboration and investment arrangement
announced in November of 2001 and amended in May of 2003. In return, XOMA issued
608,766 shares to Millennium at an approximate price of $6.57 per share. Under
the investment agreement, XOMA retains the option to issue up to an additional
$33.5 million of its common shares to Millennium over the next 20 months, at
then prevailing market prices.
The new shares have been registered with the Securities and Exchange
Commission for re-sale by Millennium under an effective registration statement
on Form S-3. Nothing herein should be deemed to be an offer to sell or a
solicitation of an offer to buy any securities. Any sales under the
aforementioned registration statement must be accompanied by a prospectus, which
can be obtained from Millennium.
XOMA develops and manufactures antibody and other protein-based
biopharmaceuticals for disease targets that include immunological and
inflammatory disorders, cancer and infectious diseases. XOMA's programs include
collaborations with Genentech, Inc. on the Raptiva(TM) antibody for psoriasis
(BLA submission), psoriatic arthritis (Phase II) and other indications; with
Baxter Healthcare Corporation to develop NEUPREX(R) (rBPI-21) for Crohn's
disease (Phase II) and other indications; with Millennium Pharmaceuticals, Inc.
on two biotherapeutic agents, CAB-2 and MLN2201, for vascular inflammation
indications (preclinical and phase 1, respectively), and with Onyx
Pharmaceuticals, Inc. on its ONYX-015 product for various cancers (Onyx has
announced that it is discontinuing its therapeutic virus program, which includes
the ONYX-015 product, and has notified XOMA that it is terminating this
agreement). Earlier-stage programs focus on antibodies and BPI-derived compounds
developed at XOMA for the treatment of cancer, retinopathies, and acne. For more
information about XOMA's pipeline and activities, please visit XOMA's website at
http://www.xoma.com/.
Statements made in this current report related to collaborative
arrangements and current plans for product or that otherwise relate to future
periods, are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements are based on assumptions that may not prove accurate. Actual
results could differ materially from those anticipated due to certain risks
inherent in the biotechnology industry and for companies engaged in the
development of new products in a regulated market. These risks, including those
related to changes in the status of existing collaborative relationships, the
ability of collaborators and other partners to meet their obligations, the
timing or results of pending and future clinical trials, market demand for
products, actions by the Food and Drug Administration or the U.S. Patent and
Trademark Office and uncertainties regarding the status of biotechnology
patents, are discussed in XOMA's most recent annual report on Form 10-K and in
other SEC filings. Consider such risks carefully in evaluating XOMA's prospects.
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: June 30, 2003 XOMA LTD.
By: /s/ Christopher J. Margolin
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Christopher J. Margolin
Vice President, General
Counsel and Secretary