JOINT STIPULATION AND [PROPOSED] ORDER OF DISMISSAL PURSUANT TO FEDERAL RULE OF CIVIL PROCEDURE 41(a)(1)(A)(ii)

JON S. TIGAR, District Judge.

WHEREAS, Joseph Markette ("Markette") filed a securities class action lawsuit against XOMA Corporation ("XOMA"), John W. Varian, and Paul D. Rubin relating to XOMA's EYEGUARD-B study in the United States Court for the Northern District of California, captioned Markette v. XOMA Corp., et. al., 3:15-CV-3425-HSG, on July 24, 2015 (the "Securities Action");

WHEREAS, Plaintiff Deborah A. Fieser ("Fieser") filed a related shareholder derivative action, captioned Fieser v. W. Denman Van Ness, et. al., Case No. 3:15-CV-05236-JST, on November 16, 2015 ("Fieser Derivative Action");

WHEREAS, Plaintiff Jeffrey Csoka ("Cskoka") filed this related shareholder derivative action in the United States Court for the Northern District of California, captioned Csoka v. John Varian, et. al., Case No. 3:15-CV-05429-JST, on November 25, 2015 ("Csoka Derivative Action"), naming John W. Varian, Paul D. Rubin, Patrick J. Scannon, William K. Bowes Jr., Peter Barton Hutt, Joseph M. Limber, W. Denman Van Ness, Timothy P. Wilbert, and Jack L. Wyszomierski, as Defendants (collectively, "Individual Defendants), and XOMA as Nominal Defendant (together with Plaintiff Csoka, the "Parties");

WHEREAS, as of April 25, 2016, both the Fieser Derivative Action and the Csoka Derivative Action are before Hon. Jon S. Tigar;

WHEREAS, on May 18, 2016, the Parties filed a joint stipulation to stay the Csoka Derivative Action, which stated: "the Parties agree that the ruling on any anticipated motions to dismiss in the Securities Action may help inform the manner in which the Derivative Action proceeds;"

WHEREAS, on May 9, 2016, the Court stayed the Fieser Derivative Action pending future developments in the Securities Action;

WHEREAS, on May 19, 2016, the Court stayed the Csoka Derivative Action pending future developments in the Securities Action;

WHEREAS, on August 19, 2016, this Court ordered the Fieser and Csoka Derivative Actions related;

WHEREAS, on September 2, 2016, Defendants filed a motion dismiss the Securities Action;

WHEREAS, on October 7, 2016, Plaintiff Markette filed an opposition to Defendants' motion to dismiss;

WHEREAS, on October 21, 2016, Defendants filed a reply in support of their motion to dismiss;

WHEREAS, on December 14, 2016, the Court in the Securities Action took the pending motion to dismiss filings under submission;

WHEREAS, on May 26, 2017, the Court in the Securities Action ordered the parties in that action to submit simultaneous supplemental briefing in light of the Ninth Circuit's recent opinion in City of Dearborn Heights Act 345 Police & Retirement Sys. v. Align Tech., Inc., No. 14-16814, 2017 WL 1753276 (9th Cir. May 5, 2017);

WHEREAS, on June 9, 2017, both parties in the Securities Action filed supplemental briefing in support of their respective motion to dismiss filings;

WHEREAS, on September 28, 2017, the Court in the Securities Action granted Defendants' Motion to Dismiss the Amended Class Action Complaint without prejudice and entered an order requiring Plaintiff to file and serve an amended class action complaint by October 26, 2017 (Dkt. No. 113 in the Securities Action);

WHEREAS, on October 25, 2017, the Court in the Securities Action granted the parties' Stipulation and Order of Dismissal Pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii), in which Plaintiff Markette voluntarily dismissed the Securities Action with prejudice as to his individual claims, and without prejudice as to the unnamed class members (Dkt. No. 115 in the Securities Action);

WHEREAS, the Parties have met and conferred in good faith, and Plaintiff Csoka has agreed to voluntarily dismiss the above-captioned action without prejudice;

WHEREAS, the Parties agree that each party shall bear its own fees and costs related to this action.

WHEREAS, given this stipulation of dismissal, the Parties agree that the order regarding ADR issued on November 27, 2017 is moot.

NOW THEREFORE, THE FOLLOWING IS HEREBY STIPULATED by and between the Parties, through their respective counsel:

IT IS SO STIPULATED.

PURSUANT TO STIPULATION, IT IS SO ORDERED.