United States securities and exchange commission logo
April 3, 2024
Owen Hughes
Chief Executive Officer
XOMA Corporation
2200 Powell Street, Suite 310
Emeryville, CA 94608
Re: XOMA Corporation
Registration
Statement on Form S-4
Response Dated
March 22, 2024
File No. 333-277812
Dear Owen Hughes:
We have reviewed your March 22, 2024 response to our comment
letter and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our March 13, 2024
letter.
Response Dated March 22, 2024
General
1. Please supplement your
response to prior comment 1 by (i) identifying the approximate
percentage of your
total assets (exclusive of Government securities and cash items)
composed of your
ownership interests in XOMA (US) LLC ( XOMA US ) and (ii)
identifying the types
of assets categorized as cash and cash equivalents (e.g., demand
deposits or registered
money market funds) currently held by you, together with their
approximate amounts.
2. Please supplement your
response by providing your comprehensive, detailed legal
analysis supporting
your contention that XOMA US is eligible for the 3(c)(5)(A)
exclusion in view of
the fact that Section 3(c)(5)(A) is available only where an acquired
obligation represents
part or all of the sales price of merchandise, insurance, and services.
In your response,
please:
Owen Hughes
XOMA Corporation
April 3, 2024
Page 2
Describe and discuss whether XOMA US s royalty and commercial
payment
purchase agreements entitle XOMA US to collect payments that are not
directly
based on the sales price of specific biopharmaceutical products,
including for
example in connection with (A) the meeting of certain regulatory,
development, or
other milestones, or (B) biopharmaceutical products that either are
not currently
identified or were not currently identified at the time of entry into
the agreement; and
Describe and discuss whether any of the recorded values of the XOMA
US s royalty
and commercial payment receivables (both short and long-term) are
attributable to
such payment rights, and in what specific amounts.
3. To the extent not addressed in your response to comment 2 above, please
identify and
discuss: (1) any material differences between XOMA US s royalty and
commercial
payment agreements and the analogous agreements involved in Royalty
Pharma, SEC No-
Action Letter (Aug. 13, 2010); and (2) any other instances where XOMA US
cannot make
the representations contained in that letter.
Please contact Jason Drory at 202-551-8342 or Alan Campbell at
202-551-4224 with any
questions.
Sincerely,
FirstName LastNameOwen Hughes
Division of
Corporation Finance
Comapany NameXOMA Corporation
Office of Life
Sciences
April 3, 2024 Page 2
cc: Branden C. Berns
FirstName LastName