Securities Act of 1933
Forms S-3 and S-8; Rules 144, 174 and 414

Securities Exchange Act of 1934
Rules 12b-2 and 12g-3(a)

December 8, 2011

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings defined in your letter.

• XOMA Delaware may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(3) of the Securities Act;
   
• The Division will not object if XOMA Delaware, as successor to XOMA Bermuda, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Shelf Registration Statement, the S-4 Registration Statement and XOMA Bermuda’s currently effective registration statements on Form S-8 for XOMA’s Share Based Benefit Plans, provided that XOMA Delaware adopts XOMA Bermuda’s registration statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act;
   
• The Domestication will constitute a “succession” for purposes of Rule 12g-3(a) under the Exchange Act, and XOMA Delaware will be an “accelerated filer” for purposes of Rule 12b-2 under the Exchange Act;
   
• XOMA Delaware may take into account XOMA Bermuda’s Exchange Act reporting history in determining its eligibility to use Forms S-3 and S-8;
   
• XOMA Bermuda’s Exchange Act reporting history may be taken into account when determining the XOMA Delaware’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act; and
   
• Average weekly reported trading volume in XOMA Bermuda’s securities during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e).

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions. This letter also expresses the Division’s position on enforcement action only. It does not express a legal opinion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2011/xoma120811-12g3.htm