22.  XOMA is a biotech drug company that purports to discover and develop innovative  antibody-based therapeutics.  Its lead product candidate is gevokizumab, which the Company  describes as “a proprietary potent, humanized allosteric-modulating monoclonal antibody that binds  to the inflammatory cytokine interleukin-1 beta (“IL-1 beta”).”  The Company has asserted that it  believed that gevokizumab “has the potential to address the underlying inflammatory causes of a  wide range of diseases that have been identified as having unmet medical needs.”   23.  The Company describes gevokizumab as “a proprietary potent, humanized allosteric- modulating monoclonal antibody that binds to the inflammatory cytokine interleukin-1 beta (“IL-1  beta”).”  The Company has asserted that it believed that gevokizumab “has the potential to address  the underlying inflammatory causes of a wide range of diseases that have been identified as having  unmet medical needs.”  Case3:15-cv-03425-HSG   Document1   Filed07/24/15   Page5 of 23 - 5 -  41.  Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal Rules  of Civil Procedure on behalf of all persons who purchased or otherwise acquired XOMA securities  during the Class Period (the “Class”). Excluded from the Class are Defendants and their families,  the officers and directors of the Company, at all relevant times, members of their immediate  families and their legal representatives, heirs, successors, or assigns, and any entity in which  Defendants have or had a controlling interest.   42.  The members of the Class are so numerous that joinder of all members is  impracticable, since XOMA has millions of shares of stock outstanding and because the Company’s  shares were actively traded on NASDAQ.  According to XOMA’s Form 10-Q filed with the SEC on  May 7, 2015, as of May 5, 2015, XOMA had approximately 117.8 million shares issued and  outstanding.  While the exact number of Class members in unknown to Plaintiff at this time and can  only be ascertained through appropriate discovery, Plaintiff believes that there are thousands of  members in the proposed Class and that they are geographically dispersed.   43.  There is a well-defined community of interest in the questions of law and fact  involved in this case. Questions of law and fact common to the members of the Class which  predominate over questions which may affect individual Class and Private Placement Class  members include:  (a)  whether the Exchange Act was violated by Defendants;  Case3:15-cv-03425-HSG   Document1   Filed07/24/15   Page15 of 23 - 15 -  47.  Plaintiff incorporates by reference each and every preceding paragraph as though  fully set forth herein.   Case3:15-cv-03425-HSG   Document1   Filed07/24/15   Page16 of 23 - 16 -  58.  Plaintiff incorporates by reference and realleges each and every allegation above as  though fully set forth herein.   59.  During the Class Period, each of the Individual Defendants, as senior executive  officers and/or directors of XOMA, were privy to non-public information concerning the Company  and its business and operations via access to internal corporate documents, conversations and  connections with other corporate officers and employees, attendance at management and Board of  Directors meetings and committees thereof and via reports and other information provided to them  in connection therewith. Because of their possession of such information, the Individual Defendants  knew or recklessly disregarded the fact that adverse facts specified herein had not been disclosed to,  and were being concealed from, the investing public. Plaintiff and other members of the Class had  no access to such information, which was, and remains solely under the control of the Defendants.   60.  The Individual Defendants were involved in drafting, producing, reviewing and/or  disseminating the materially false and misleading statements complained of herein. The Individual  Defendants were aware (or recklessly disregarded) that materially false and misleading statements  were being issued by the Company and nevertheless approved, ratified and/or failed to correct those  statements, in violation of federal securities laws.  Throughout the Class Period, the Individual  Defendants were able to, and did, control the contents of the Company’s SEC filings, reports, press  releases, and other public statements.  The Individual Defendants were provided with copies of,  reviewed and approved, and/or signed such filings, reports, releases and other statements prior to or  shortly after their issuance and had the ability or opportunity to prevent their issuance or to cause  them to be corrected.   61.  The Individual Defendants also were able to, and did, directly or indirectly, control  the conduct of XOMA’s business, the information contained in its filings with the SEC, and its  public statements. Moreover, the Individual Defendants made or directed the making of affirmative  statements to securities analysts and the investing public at large, and participated in meetings and  discussions concerning such statements. Because of their positions and access to material non- Case3:15-cv-03425-HSG   Document1   Filed07/24/15   Page19 of 23 - 19 -  A.  Background    Against Individual Defendants for Violation of Section 20(a) of the Exchange Act  (on behalf of the Class)   Against XOMA for Violation of Section 10(b) of   the Exchange Act and SEC Rule 10b-5  (on behalf of the Class)  