XOMA Royalty Corp — Director's Dealing 2012

Apr 23, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: XOMA Corp (XOMA)
CIK: 0000791908
Period of Report: 2012-04-12

Reporting Person: BAKER BROS ADVISORS LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$1.76		Common Stock (0)		Indirect

Footnotes

F1: Baker Bros. Advisors, LLC ("the Adviser") serves as the Investment Adviser to Baker Brothers Life Sciences, L.P. (direct holder of 13,606,093 shares and 6,608,225 shares underlying warrants), 14159, L.P. (direct holder of 360,231 shares and 174,738 shares underlying warrants), and 667, L.P. (direct holder of 1,585,591 shares and 792,796 shares underlying warrants)("the Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest.

F2: On April 12, 2012 the Adviser, the Funds, and the general partners of the Funds entered into an amended and restated management agreement which gave the Adviser complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments. The general partners of the Funds relinquished all discretion and authority with respect to the Funds' investments and voting power over investments.

F3: Julian C. Baker and Felix J. Baker each may be deemed to control the Adviser and to indirectly beneficially own the shares beneficially owned by it. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that Felix J. Baker or Julian C. Baker is the beneficial owner of the above referenced securities for purposes of Section 16 or for any other purpose.

F4: The securities over which the Adviser is reporting have already been reported by Felix J. Baker and Julian C. Baker in their own Forms 3 and 4. In the future the Adviser may jointly file Section 16 reports with Julian C. Baker and Felix J. Baker.

F5: Exercisable immediately

F6: Expiration date is five years from the date of issuance.