Form of Proxy

TO CONSIDER AND IF THOUGHT ADVISABLE TO PASS WITH OR WITHOUT VARIATION A SPECIAL RESOLUTION THE FULL TEXT OF WHICH IS SET FORTH IN ANNEX D TO THE ACCOMPANYING PROXY STATEMENT AND MANAGEMENT INFORMATION CIRCULAR (THE CIRCULAR AND PROXY STATEMENT) APPROVING A PLAN OF ARRANGEMENT (THE ARRANGEMENT RESOLUTION) UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) INVOLVING THE COMPANY XENOTHERAPEUTICS INC. XENO ACQUISITION CORP. AND XOMA ROYALTY CORPORATION

TO CONSIDER, AND, IF THOUGHT ADVISABLE, TO PASS, AN ORDINARY RESOLUTION TO APPROVE, ON AN ADVISORY AND NON-BINDING BASIS, THE COMPENSATIONTO BE PAID OR BECOME PAYABLE TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE ARRANGEMENT, ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR AND PROXY STATEMENT

IN THE EVENT THAT THE ARRANGEMENT RESOLUTION IS NOT APPROVED OR THE ARRANGEMENT IS OTHERWISE TERMINATED, TO CONSIDER, AND IF THOUGHTADVISABLE, TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION PURSUANT TO SECTION 319(1) OF THE BCBCA TO APPROVE THE VOLUNTARYLIQUIDATION AND DISSOLUTION OF THE COMPANY IN THE EVENT THE ARRANGEMENT IS TERMINATED ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR AND PROXY STATEMENT

IN THE EVENT THAT THE ARRANGEMENT RESOLUTION IS NOT APPROVED OR THE ARRANGEMENT IS OTHERWISE TERMINATED, TO CONSIDER, AND IF THOUGHTADVISABLE, TO PASS, WITH OR WITHOUT VARIATION, AN ORDINARY RESOLUTION PURSUANT TO SECTION 319(2) OF THE BCBCA TO APPROVE THE APPOINTMENT OF PRICEWATER HOUSECOOPERS LLP OR, IN THE ALTERNATIVE, ANOTHER LIQUIDATOR OF NATIONALLY RECOGNIZED EXPERIENCE AS THE LIQUIDATOR OF THE COMPANY WITH AUTHORIZATION FOR THE BOARD OF DIRECTORS OF THE COMPANY TO SET THE REMUNERATION OF THE LIQUIDATOR ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR AND PROXY STATEMENT