UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 on FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 6, 2004 XOMA LTD. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) BERMUDA -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-14710 52-2154066 (Commission File Number) (IRS Employer Identification No.) 2910 Seventh Street, Berkeley, California 94710 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (510) 204-7200 -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events As announced on January 6, 2004, XOMA Ltd. and Diversa Corporation have entered into a licensing and product development agreement. A copy of the licensing and product development agreement is attached hereto as Exhibit 2 and is incorporated herein by reference. Item 7. Exhibits 1. Press Release dated January 6, 2004.* 2. License Agreement, dated as of December 29, 2003, by and between Diversa Corporation and XOMA Ireland Limited (with certain confidential information omitted, which omitted information is the subject of a confidential treatment request and has been filed separately with the Securities and Exchange Commission). ___________________ * Previously filed. -2- 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: March 19, 2004 XOMA LTD. By: /s/ Christopher J. Margolin -------------------------------- Christopher J. Margolin Vice President, General Counsel and Secretary EXHIBIT INDEX Number Description ------ ----------- 1. Press Release dated January 6, 2004. * 2. License Agreement, dated as of December 29, 2003, by and between Diversa Corporation and XOMA Ireland Limited (with certain confidential information omitted, which omitted information is the subject of a confidential treatment request and has been filed separately with the Securities and Exchange Commission). ___________________ * Previously filed.