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Biotech / Medical : XOMA. Bull or Bear? -- Ignore unavailable to you. Want to Upgrade?

To: Dan O who wrote (6728)	7/19/1998 7:50:00 PM
From: aknahow	Respond to of 17367

Dan, I was wrong. Those are obviously new filings while my post refers to the 29 June info. The first new one gives details of the INCY agreement on patents and while I have not read all the details I like the summary. Royalties are max of $11.5 million. Up front payment of $1.5 million of which half in stock. Plus the warrants to purchase 250,000 shares at $6. Again sorry for the previous post of mine which was not correct. Great document. Bottom line. XIMA can pay royalty in stock. INCY can use royalty payments to be received as payment for its own exercise of the warrants. Really a great agreement, IMO. (c) XOMA may, at its option, prepay its royalty obligations under Section 3.1, at any time prior to such obligation becoming payable hereunder as set forth in Section 3.3, either (i) in cash or (ii) at the election of XOMA, but subject to the fulfillment of the conditions, and in accordance with the other provisions, set forth in Section 3.7 below, in shares of Common Stock having a market value based on the Market Price as of the Registration Effectiveness Date (as defined in Section 3.7(b)(iii) below) equal to the amount of the obligation being prepaid or (iii) in any combination of (i) and (ii). In addition, XOMA may, at its option, consent to the immediate application of any amount(s) to be paid in exercise of all or any portion(s) of the Warrant to the prepayment of royalty obligations under Section 3.1 that have not yet become payable hereunder as set forth in Section 3.3, such that no cash payment by Incyte will be required upon such exercise of the Warrant to the extent of the amounts so applied, all in accordance with the terms and procedures set forth

To: Dan O who wrote (6728)	7/19/1998 8:11:00 PM
From: aknahow	Respond to of 17367

Dan, this is WOW stuff. Did you sandbag me? How could you not have read it!! <g> Love it. Love it. Love it. not just BPI but LBP. Stock not cash if XOMA wants to go that way. $11.5 MAX!!!!!! Love it! 11.11. Non-competition. For the term of the license granted under this Agreement, Incyte agrees that it will not compete with XOMA or its sublicensees or assignees with respect to, or otherwise engage in any research, development, marketing or other business activities relating to, BPI or LBP molecules or related technology except as such molecules may be used in connection with the Excluded Technologies. The Parties agree that the foregoing covenant imposes a reasonable restraint on Incyte in light of the Parties' respective activities and businesses and their respective current and future plans, including without limitation (a) Incyte's desire not to pursue the activities described above and consequent willingness to grant the license herein on an exclusive (even as to Incyte) basis and (b) XOMA's development plans for BPI- and/or LBP-related products, which include investments it would not otherwise be prepared to make without the grant of the license herein on such exclusive basis.

To: Dan O who wrote (6728)	7/19/1998 8:33:00 PM
From: aknahow	Read Replies (1) \| Respond to of 17367

Dan, I retract my retraction. <g> The second filing does indeed relate to registration of the shares to be obtained by conversion of the c.v.p. but only by chance that I turned out not to be wrong. This was a given that the holders would want the shares registered for sale and in fact they will probably sell them. The INCY document is just too fine!!! Thanks. Made my day. I looked for a filing on the patent agreement but was too early. WOW. $11.5 million. In stock. BPI/LBP. WOW. No longer sure it was win/win. <g>