definiens: means : A. ordinary shares ofXTL Biopharmaceuticals Ltd. ( ), a public company limited by shares organized under the laws of the State of Israel which have been duly authorized for issuance by all appropriate corporate action, and which are : LIBC/2889503.15 ( i ) freely tradable without restriction on the London Stock Exchange as of the date of issuance ; or ( ii ) issued off of a shelf registration statement filed by XTL Ltd. under the Securities Act of 1933, as amended ( the " Securities AcC ), such that following such issuance they are freely tradable without restriction on the Nasdaq Global Market ; and which carry a value equal to : a. in the case of ( i ) above, the lesser of ( x ) the closing sales price of an ordinary share as reported by the London Stock Exchange ( or another authoritative source ) as of the close of business on the day prior to the date of issuance, and ( y ) the average of the closing sales price of an ordinary share as reported by the London Stock Exchange ( or another authoritative source ) for the ten ( 10 ) trading days beginning on the trading day five days prior to the day the milestone giving rise to the payment is publicly announced and ending with the close of business on the fifth day following public announcement of such milestone ; or b. in the case of ( ii ) above, the lesser of ( A ) the quotient of ( w ) the average of the closing sales price of an American Depositary Shares of XTL Ltd