Unassociated Document


    


    Confidential
      Treatment Requested. Confidential portions of this document have been redacted
      and separately filed with the Commission.

     

    *****
      Confidential material redacted and filed separately with the
      Commission

    LICENSE
      AGREEMENT

     

    Effective
      as of September
      12,
      2003
      ("Effective Date"), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR
      UNIVERSITY, a body having corporate powers under the laws of the State of
      California ("STANFORD"), and XTL Biopharmaceuticals Ltd., a corporation
      organized under the laws of Israel having a principal place of business at
      Kiryat Weizmann, P.O. Box 370, Rehovot, 76100 Israel ("LICENSEE"), agree as
      follows:

     

    1.
      BACKGROUND

    
      	
              1.1

            	
              STANFORD
                has an assignment of HCV Monoclonal Antibodies Recognizing Divergent
                HCV
                Genotypes from the laboratory of
                *****.

            


    

    
      	
              1.2

            	
              STANFORD
                has certain technical data and information as herein defined
                ("Technology") pertaining to
                Inventions.

            


    

    
      	
              1.3

            	
              STANFORD
                desires to have the Technology and Inventions developed and marketed
                at
                the earliest possible time in order that products resulting therefrom
                may
                be available for public use and
                benefit.

            


    

    
      	
              1.4

            	
              STANFORD
                and LICENSEE previously entered into an agreement dated *****,
                giving LICENSEE *****,
                which the parties agree shall be of no further force and effect upon
                their
                execution of this Agreement.

            


    

    
      	
              1.5

            	
              LICENSEE
                now desires to
                receive, and STANFORD desires to grant to LICENSEE, an exclusive
                license
                under said Technology, Inventions, and Licensed Patents to develop,
                manufacture, use, offer
                for sale,
                sell and import Licensed Products in the field
                of
                use of human therapeutic
                applications.

            


    

    
      	1.6           
              	
              The
                Technology and Inventions were made in the course of research supported
                 by
                *****.

            


    

     

    2.
      DEFINITIONS

    
      	
              2.1

            	
              “Affiliate”
                means any corporation or other entity that directly, or indirectly
                through
                one or more intermediaries, controls, is controlled by, or is under
                common
                control with the designated party, where “control” shall mean ownership of
                at least fifty percent (50%) (or such lesser percentage as may be
                the
                maximum that may be owned by foreign interests pursuant to the laws
                of the
                country of incorporation or domicile) of the voting securities of
                such
                corporation or other entity entitled to vote in the election of directors
                or corresponding managing
                authority.

            


    

    
      	
              2.2

            	
              “Exclusive”
                means that, subject to Article 4, STANFORD shall not grant further
                licenses in the Licensed Territory in the Licensed Field of
                Use.

            


    

    
      	
              2.3

            	
              "Licensed
                Antibodies" means those antibodies set forth on Schedule
                2.2
                hereto.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      

        *****
          Confidential material redacted and filed separately with the
          Commission.

      

       

    

    
      	
              2.4

            	
              "Licensed
                Field of Use" means use of the Licensed Patents for human therapeutics
                other than active immunization

            


    

    
      	
              2.5

            	
              "Licensed
                Patents" means any Letters Patent issued upon STANFORD's U.S. Patent
                Application, ***** and/or any additional patent applications, divisions,
                continuations,
                foreign
                applications, counterparts or reissues of any of the foregoing.
                

            


    

    
      	
              2.6

            	
              "Licensed
                Products" means any product or part thereof in the Licensed
                Field
                of
                Use, the manufacture, use,
                offer for sale,
                sale or import of which:

            


    

    
      	
            	(a)	
              Is
                covered by a valid claim of an issued, unexpired Licensed Patent
                (“Valid
                Claim”) directed to the Inventions. A claim of an issued, unexpired
                Licensed Patent shall be presumed to be valid unless and until it
                has been
                held to be invalid by a final judgment of a court of competent
                jurisdiction from which no appeal can be or is
                taken;

            


    

    
      	
            	(b)	
              Is
                covered by any claim being prosecuted in a pending application directed
                to
                the Inventions; or

            


    

    
      	
            	(c)	
              Incorporates
                any of the Technology.

            


    

    
      	
              2.7

            	
              "Licensed
                Territory" means *****. 

            


    

    
      	
              2.8

            	
              "Net
                Sales" means the gross
                revenue received by LICENSEE and/or sublicensees from Licensed Products,
                less the following items but only insofar as they actually pertain
                to the
                disposition of such Licensed Products by LICENSEE or sublicensees,
                are
                included in such gross revenue, and are separately
                billed:

            


    

    
      	
            	(a)	
              Import,
                export, excise and sales taxes, and customs
                duties;

            


    

    
      	
            	(b)	
              Costs
                of insurance, packing, and transportation from the place of manufacture
                to
                the customer's premises or point of
                installation;

            


    

    
      	
            	(c)	
              Costs
                of installation at the place of use;
                and

            


    

    
      	
            	(d)	
              Credit
                for returns, allowances, or trades.

            


    

    
      	
              2.9

            	
              "Technology"
                means existing technical data, biological materials and information,
                including, but not limited to, the information contained in the patent
                application pertaining to the Inventions and provided to the LICENSEE
                whether or not it is of a confidential nature. Biological materials
                include *****.

            


    

     

    3.
      GRANT

    
      	
              3.1

            	
              STANFORD
                hereby grants and LICENSEE hereby accepts a license under
                the Licensed Patents and
                Technology in
                the Licensed Field
                of
                Use to make, use, offer
                for sale,
                sell
                and import Licensed Products in the Licensed
                Territory.

            


    

    
      	
              3.2
                

            	
              Subject
                to Sections 3.3 and 3.4,
                the license rights granted hereunder,
                including the right to sublicense pursuant to Article 13, in the
                Licensed
                Field
                of
                Use
                are Exclusive
                in the Licensed Territory. 

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

      

        *****
          Confidential material redacted and filed separately with the
          Commission.

      

       

    

    
      	
              3.3

            	
              The
                license rights granted with respect to those Licensed Antibodies
                identified on Schedule
                2.2 *****.

            


    

    
      	
              3.4

            	
              STANFORD
                shall have the right to practice the Inventions and use the Technology
                only for its own bona fide research, including sponsored research
                and
                collaborations. STANFORD shall have the right to publish any information
                included in Technology and Licensed
                Patents.

            


    

     

    4.
      GOVERNMENT RIGHTS

    
      	 	
              This
                Agreement is subject to all of the terms and conditions of Title
                35 United
                States Code Sections 200 through 204, including an obligation that
                Licensed Products sold or produced in the United States be "manufactured
                substantially in the United States," and LICENSEE agrees to take
                all
                reasonable action necessary on its part as licensee to enable STANFORD
                to
                satisfy its obligation thereunder, relating to
                Inventions.

            


    

     

    5.
      DILIGENCE

    
      	
              5.1

            	
              As
                an inducement
                to
                STANFORD to enter into this Agreement, LICENSEE agrees to use commercially
                reasonable efforts and diligence to proceed with the development,
                manufacture, offering for sale, and sale or lease of Licensed Products
                and
                to diligently develop markets for the Licensed Products.
                

            


    

    
      	
              5.2

            	
              LICENSEE
                shall provide a development plan for each Licensed Antibody by
                *****.
                In the event that LICENSEE does not provide a development plan for
                *****
                Licensed Antibodies, the license rights granted hereunder with respect
                to
                such Licensed Antibody(ies) only shall become nonexclusive upon
                *****
                notice from STANFORD. 

            


    

    
      	
              5.3

            	
              If
                LICENSEE or its sublicensees have not made substantial progress on
                or
                completed preclinical studies that serve as a basis for LICENSEE’s
                development plan with respect to the Licensed Antibody *****,
                LICENSEE agrees that the license rights granted hereunder with respect
                to
                *****
                only shall become nonexclusive upon *****
                notice from STANFORD. If LICENSEE or its sublicensees have not made
                substantial progress on or completed preclinical studies that serve
                as a
                basis for LICENSEE’s development plan with respect to any other Licensed
                Antibody by *****,
                LICENSEE agrees that the license rights granted hereunder with respect
                to
                such Licensed Antibody only shall become nonexclusive upon *****
                notice
                from STANFORD.

            


    

    
      	
              5.4

            	
              If
                LICENSEE or its sublicensees have not initiated *****,
                LICENSEE agrees that the license rights granted hereunder with respect
                to
                *****
                only
                shall become nonexclusive upon *****
                notice
                from STANFORD. If LICENSEE or its sublicensees have not initiated
                *****,
                LICENSEE agrees that the license rights granted hereunder with respect
                to
                such Licensed Antibody only shall become nonexclusive upon *****
                notice
                from Stanford.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    
      	
              5.5

            	
              If
                LICENSEE or its sublicensees have not initiated *****,
                LICENSEE agrees that the license rights granted hereunder with respect
                to
                *****
                only
                shall become nonexclusive upon *****
                notice
                from STANFORD. If LICENSEE or its sublicensees have not initiated
                *****,
                LICENSEE agrees that the license rights granted hereunder with respect
                to
                such Licensed Antibody only shall become nonexclusive upon *****
                notice
                from Stanford.

            


    

    
      	
              5.6

            	
              LICENSEE
                and STANFORD agree to meet *****,
                to discuss and agree upon further diligence milestones, including
                the date
                by which a Licensed Product will first be available for commercial
                sale.

            


    

    
      	
              5.7

            	
              If
                neither LICENSEE nor any of its sublicensees has sold a Licensed
                Product
                for a period of *****
                after
                such Licensed Product is first offered for commercial sale, the license
                rights granted hereunder with respect to such Licensed Product shall
                become nonexclusive upon *****
                notice
                from STANFORD.

            


    

    
      	
              5.8

            	
              Progress
                Report - *****
                until
                LICENSEE markets a Licensed Product, LICENSEE shall make a written
                *****
                report
                to STANFORD covering *****,
                regarding the progress of LICENSEE toward commercial use of Licensed
                Products. Such report shall include, as a minimum, information sufficient
                to enable STANFORD to satisfy reporting requirements of the U.S.
                Government and for STANFORD to ascertain progress by LICENSEE toward
                meeting the diligence requirements of this Article
                5.

            


    

     

    6.
      ROYALTIES

    
      	
              6.1

            	
              LICENSEE
                agrees to pay to STANFORD *****
                as
                reimbursement for patent prosecution expenses incurred by STANFORD
                prior
                to the Effective Date, such payment to be made to STANFORD within
                *****
                of
                the Effective Date.

            


    

    
      	
              6.2

            	
              Upon
                the first anniversary of the Effective Date, and
                each
                anniversary thereafter, LICENSEE shall pay to STANFORD a yearly royalty
                of
                *****.
                Said yearly royalty payments are nonrefundable, but they are creditable
                against earned royalties to the extent provided in Section
                6.6.

            


    

    
      	
              6.3

            	
              In
                addition, LICENSEE
                shall pay STANFORD earned royalties on Net Sales of *****
                in
                countries where the Licensed Product is the subject of a Valid Claim.
                For
                any period in which the Licensed Product is not the subject of a
                Valid
                Claim in a country, the royalty rate shall be reduced to *****
                in
                such country for that period. 

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    
      	
              6.4

            	
              Notwithstanding
                Section 6.3, if a Licensed Product is part of a
                combination product in which the Licensed Product is combined with
                other
                material which contributes in some material respect to the functioning
                or
                efficacy of the product as a whole, then the earned royalties shall
                be
                calculated as follows: *****.

            


    

    
      	
              6.5

            	
              Notwithstanding
                Sections 6.3 and 6.4, earned royalty rates payable to STANFORD shall
                be
                reduced by *****
                with respect to any Licensed Product for which LICENSEE’s license rights
                hereunder have become nonexclusive pursuant to Article
                5.

            


    

    
      	
              6.6

            	
              Creditable
                payments under this Agreement shall be an offset to LICENSEE against
                up to
                *****
                of
                each earned royalty payment which LICENSEE would be required to pay
                pursuant to Section 6.3 until the entire credit is
                exhausted.

            


    

    
      	
              6.7

            	
              LICENSEE
                shall also pay STANFORD the following one-time milestone
                payments:

            


    

    (a) *****;
      and

    (b) *****.

    
      	
              6.8

            	
              If
                this Agreement is not terminated in accordance with other provisions
                hereof, LICENSEE shall be obligated to pay royalties hereunder
                for *****.
                LICENSEE shall be obligated to pay royalties on all Licensed Products
                that
                are either sold or produced under the licenses
                granted in Article 3, *****.

            


    

    
      	
              6.9

            	
              The
                royalty on sales in currencies other than U.S. Dollars shall be calculated
                using the appropriate foreign exchange rate for such currency quoted
                by
                the Bank of America (San Francisco) foreign exchange desk, on the
                close of
                business on the last banking day of each *****.
                Royalty payments to STANFORD shall be in U.S. Dollars. *****.

            


      	6.10	Within *****
              after receipt of a statement from STANFORD, LICENSEE shall reimburse
              STANFORD for all costs incurred by Stanford in connection with the
              preparation, filing and prosecution of all Licensed Patents after the
              Effective Date.


    

     

    
      
         

      

    

    7.
      ROYALTY REPORTS, PAYMENTS, AND ACCOUNTING

    
      	
              7.1

            	
              Beginning
                with the first sale of a Licensed Product, LICENSEE shall make written
                reports (even if there are no sales) and earned royalty payments
                to
                STANFORD within *****
                after the end of each *****.
                This report shall be in the form of the report of Appendix B and
                shall
                state *****.
                Concurrent with the making of each such report, LICENSEE shall include
                payment due STANFORD of royalties for *****.
                

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    
      	
              7.2

            	
              LICENSEE
                also agrees to make a written report to STANFORD within *****
                after the expiration of the license pursuant to Section 14.1. LICENSEE
                shall continue to make reports pursuant to the provisions of this
                Section
                7.2 concerning royalties payable in accordance with Article 6 in
                connection with the sale of Licensed Products after expiration of
                the
                license, until such time as all such Licensed Products produced under
                the
                license have been sold or destroyed. Concurrent with the submittal
                of each
                post-termination report, LICENSEE shall pay STANFORD all applicable
                royalties.

            


    

    
      	
              7.3

            	
              LICENSEE
                agrees to keep and maintain records for a period of *****
                showing the manufacture, offer
                for sale, sale,
                use, and other disposition of products sold or otherwise disposed
                of under
                the license herein granted. Such records will include general ledger
                records showing cash receipts and expenses, and records which include
                production records, customers, serial numbers, and related information
                in
                sufficient detail to enable the royalties payable hereunder by LICENSEE
                to
                be determined. LICENSEE further agrees to permit its books and records
                to
                be examined by STANFORD from time to time to the extent necessary
                to
                verify reports provided for in Section 7.1 and 7.2,
                but Stanford shall not conduct more than *****.
                Such examination is to be made by STANFORD or its designee, at the
                expense
                of STANFORD, except in the event that the results of the audit reveal
                an
                underreporting of royalties due STANFORD of *****
                or
                more, then the audit costs shall be paid by
                LICENSEE.

            


    

     

    8.
      WARRANTIES; NEGATION OF WARRANTIES

    
      	
              8.1

            	
              STANFORD
                represents and warrants that it has not granted rights or licenses
                to the
                Inventions that are inconsistent with those granted to LICENSEE
                hereunder.

            


    

    
      	
              8.2

            	
              Nothing
                in this Agreement is or shall be construed
                as:

            


    

    
      	
            	(a)	
              A
                warranty or representation by STANFORD as to the validity or scope
                of any
                Licensed Patents;

            


    

    
      	
            	(b)	
              A
                warranty or representation that anything made, used, sold, or otherwise
                disposed of under any license granted in this Agreement is or will
                be free
                from infringement of patents, copyrights, and other rights of third
                parties;

            


    

    
      	
            	(c)	
              An
                obligation to bring or prosecute actions or suits against third parties
                for infringement, except to the extent and in the circumstances described
                in Article 12; 

            


    

    
      	
            	(d)	
              Granting
                by implication, estoppel, or otherwise any licenses or rights under
                patents or other rights of STANFORD or other persons other than Licensed
                Patents, regardless of whether such patents or other rights are dominant
                or subordinate to any Licensed Patents;
                or

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    (e) An
      obligation to furnish any technology or technological information other than
      the
      Technology.

    
      	
              8.3

            	
              Except
                as expressly set forth in this Agreement, STANFORD MAKES NO
                REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS
                OR
                IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY
                OR
                FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED
                PRODUCTS
                WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS
                OR ANY
                OTHER EXPRESS OR IMPLIED WARRANTIES.


            


    

    
      	
              8.4

            	
              LICENSEE
                agrees that nothing in this Agreement grants LICENSEE any express
                or
                implied license or right under or to *****.

            


    

     

    9.
      INDEMNITY

    
      	
              9.1

            	
              LICENSEE
                agrees to indemnify, hold harmless, and defend STANFORD, Stanford
                Health Services and Stanford Hospitals and Clinics and their respective
                trustees, officers, employees, students, and agents against any and
                all
                claims for death, illness, personal injury, property damage, and
                improper
                business practices arising out of the manufacture, use, sale, or
                other
                disposition of Inventions, Licensed Patents, Licensed Products, or
                Technology by LICENSEE or sublicensees, or their
                customers.

            


    

    
      	
              9.2

            	
              Except
                for damages arising out of, or related to, STANFORD’s breach of Section
                3.4, STANFORD
                shall not be liable for any indirect, special, consequential or other
                damages whatsoever, whether grounded in tort (including negligence),
                strict liability, contract or otherwise. STANFORD shall not have
                any
                responsibilities or liabilities whatsoever with respect to Licensed
                Products.

            


    

    
      	
              9.3

            	
              LICENSEE
                shall at all times comply, through insurance or self-insurance, with
                all
                statutory workers' compensation and employers' liability requirements
                covering any and all employees with respect to activities performed
                under
                this Agreement.

            


    

    
      	
              9.4

            	
              In
                addition to the foregoing, LICENSEE shall maintain, or cause its
                sublicensees to maintain, during the term of this Agreement, Comprehensive
                General Liability Insurance, including Products Liability Insurance,
                with
                reputable and financially secure insurance carriers to cover the
                activities of LICENSEE and its sublicensees. Upon initiation of
                *****
                and shall include as additional insureds STANFORD, Stanford Health
                Services, Stanford Hospitals and Clinics, and their trustees, directors,
                officers, employees, students, and agents who have been involved
                directly
                or indirectly with the Technology, the Inventions or the Licensed
                Products. 
                Such insurance shall be written to cover claims incurred, discovered,
                manifested, or made during or after the expiration of this Agreement
                and
                should be placed with carriers with ratings of at least A- as rated
                by
                A.M. Best. Within *****
                of
                the Effective Date of this Agreement, LICENSEE shall furnish a Certificate
                of Insurance evidencing primary coverage and additional insured
                requirements and requiring *****
                prior written notice of cancellation or material change to STANFORD.
                LICENSEE shall advise STANFORD, in writing, that it maintains excess
                liability coverage (following form) over primary insurance for at
                least
                the minimum limits set forth above. All such insurance of LICENSEE
shall
                be primary coverage; insurance of STANFORD, Stanford Health Services,
                and
                Stanford Hospitals and Clinics shall be excess and
                noncontributory.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    10.
      MARKING

    
      	 	
              Prior
                to the issuance of patents on the Inventions, LICENSEE agrees to
                mark
                Licensed Products (or their containers or labels) made, sold, or
                otherwise
                disposed of by it under the license granted in this Agreement with
                the
                words "Patent Pending," and following the issuance of one or more
                patents,
                with the numbers of the Licensed
                Patents.

            


    

     

    11.
      STANFORD NAMES AND MARKS

    
      	 	
              LICENSEE
                agrees not to identify STANFORD in any promotional advertising or
                other
                promotional materials to be disseminated to the public or any portion
                thereof or to use the name of any STANFORD faculty member, employee,
                or
                student or any trademark, service mark, trade name, or symbol of
                STANFORD,
                Stanford Hospitals and Clinics or Stanford Health Services, or that
                is
                associated with any of them, without STANFORD's prior written consent,
                it
                being understood that this limitation shall not apply to any disclosure
                LICENSEE is required to make pursuant to applicable law or regulations.
                Any use of STANFORD's name shall be limited to statements of fact
                and
                shall not imply endorsement of LICENSEE's products or
                services.

            


    

     

    12.
      PROSECUTION OF PATENTS; INFRINGEMENT BY OTHERS: PROTECTION OF
      PATENTS

    
      	
              12.1

            	
              Following
                the Effective Date, LICENSEE will be responsible for preparing, filing
                and
                prosecuting the Licensed Patents for STANFORD’s benefit in the Licensed
                Territory and for maintaining all Licensed Patents. LICENSEE will
                notify
                STANFORD before taking any substantive actions in prosecuting the
                claims,
                and STANFORD will have final approval on how to proceed with any
                such
                actions, which approval shall not be unreasonably withheld or delayed.
                To
                aid LICENSEE in this process, STANFORD will provide information,
                execute
                and deliver documents and do other acts as LICENSEE shall reasonably
                request from time to time. LICENSEE will reimburse STANFORD for STANFORD’s
                reasonable costs incurred in complying with such
                requests.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    
      	
              12.2

            	
              Each
                of the parties shall promptly inform the other of any suspected
                infringement of any Licensed Patents by a third party. During the
                period
                of this Agreement
                in
                which LICENSEE has Exclusive rights in the Licensed Field of
                Use,
                STANFORD and LICENSEE each shall have the right to institute an action
                for
                infringement
                of the Licensed Patents against such third party in accordance with
                the
                following:

            


    

     

     

    
      	
            	(a)	
              If
                STANFORD and LICENSEE agree to institute suit jointly, the suit shall
                be
                brought in both their names, the out-of-pocket costs thereof shall
                be
                borne equally, and any recovery or settlement shall be shared equally.
                LICENSEE and STANFORD shall agree to the manner in which they shall
                exercise control over such action. STANFORD may, if it so desires,
                also be
                represented by separate counsel of its own selection, the fees for
                which
                counsel shall be paid by STANFORD;

            


    

     

    
      	
            	(b)	
              In
                the absence of LICENSEE's agreement to institute a suit jointly,
                STANFORD
                may institute suit, and, at its option, join LICENSEE as a plaintiff.
                If
                STANFORD decides to institute suit, then it shall promptly notify
                LICENSEE
                in writing. LICENSEE's failure to notify STANFORD in writing, within
                *****
                after the date of the notice, that it will join in enforcing the
                patent
                pursuant to the provisions hereof, shall be and be deemed conclusively
                to
                be LICENSEE's assignment to STANFORD of all rights, causes of action,
                and
                damages resulting from any such alleged infringement. STANFORD shall
                bear
                the entire cost of such litigation and shall be entitled to retain
                the
                entire amount of any recovery or settlement;
                and

            


    

     

    
      	
            	(c)	
              In
                the absence of agreement to institute a suit jointly and if STANFORD
                decides not to join in or institute a suit, as provided in (a) or
                (b)
                above, LICENSEE may institute suit. LICENSEE shall bear the entire
                cost of
                such litigation, including out-of-pocket expenses incurred by STANFORD.
                Any recovery in excess of litigation costs will be shared with STANFORD
                as
                follows:

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

      
        *****
          Confidential material redacted and filed separately with the
          Commission.

      

       

    

    
      	 	
              1.

            	
              Any
                payment for past sales will be deemed to be Net Sales and LICENSEE
                will
                pay STANFORD royalties thereon at the rates specified in Section
                6.3
                and;

            


    

    
      	 	
              2.

            	
              Any
                payment which covers future sales will be deemed a sublicense and
                royalties will be shared as specified in Article
                13.

            


    

    LICENSEE
      and STANFORD agree to negotiate in good faith an appropriate compensation to
      STANFORD for any non-cash settlement or non-cash cross-license. STANFORD will
      not share in the portion of the recovery, if any, that is payment for “willful
      infringement.”

    
      	
              12.3

            	
              Should
                either STANFORD or LICENSEE commence a suit under the provisions
                of
                Section 12.2 and thereafter elect to abandon the same, it shall give
                timely notice to the other party who may, if it so desires, continue
                prosecution of such suit, provided, however, that the sharing of
                expenses
                and any recovery in such suit shall be as agreed upon between STANFORD
                and
                LICENSEE.

            


    

     

    13.
      SUBLICENSES

    
      	
              13.1

            	
              LICENSEE
                may grant sublicenses
                to make, have made, use, offer for sale, sell, have sold or offered
                for
                sale, and import Licensed Products in the Licensed
                Territory.

            


    

    
      	
              13.2

            	
              If
                LICENSEE is unable or unwilling to serve or develop a potential market
                or
                market territory for which there is a willing sublicensee, LICENSEE
                will,
                at STANFORD’s request, negotiate in good faith a sublicense for such
                market or potential market
                hereunder.

            


    

    
      	
              13.3

            	
              Any
                sublicenses granted by LICENSEE under this Agreement shall be subject
                and
                subordinate to terms and conditions of this Agreement, except that:
                

            


    

    
      	 	
              (a)

            	
              Any
                sublicensee that is not an Affiliate of LICENSEE may not grant further
                sublicenses without STANFORD’s prior written consent, which shall not be
                unreasonably withheld or delayed, except that such consent shall
                not be
                required with respect to sublicenses to a sublicensee’s Affiliates or
                sublicensess solely to exercise the sublicensee’s rights to have Licensed
                Products made or have Licensed Products sold or offered for sale;
                and
                

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    
      	 	
              (b)

            	
              The
                earned royalty rate specified in the sublicenses may be at higher
                rates
                than the rates in this Agreement (in which event any excess shall
                be
                retained by LICENSEE).

            


    

    
      	
              13.4

            	
              Any
                such sublicenses also shall expressly include provisions substantially
                similar to Articles 7, 8 and 9 for the benefit of STANFORD. In addition,
                any such sublicenses shall survive and provide for the transfer of
                all
                obligations, including the payment of royalties specified in such
                sublicenses, to STANFORD
                or its designee, in the event that this Agreement is
                terminated.

            


    

    
      	
              13.5

            	
              LICENSEE
                agrees to provide STANFORD a copy of any sublicense granted pursuant
                to
                this Article 13.

            


    

    
      	
              13.6

            	
              LICENSEE
                shall pay to STANFORD *****
                of
                all sublicensing income, except earned royalties on sublicensees'
                Net
                Sales, which LICENSEE acknowledges are subject to Section 6.3, and
                any
                milestone payment received by LICENSEE upon *****
                which LICENSEE pays STANFORD the milestone payment set forth in Section
                6.7(a) above. 

            


    

    
      	
              13.7

            	
              LICENSEE
                may grant royalty-free or non-cash sublicenses or cross-licenses
                provided
                LICENSEE pays all royalties due STANFORD from sublicensees' Net
                Sales.

            


    

     

    14.
      TERM; TERMINATION

    
      	
              14.1

            	
              Unless
                terminated earlier pursuant to this Article 14, this Agreement shall
                terminate upon the later of the expiration of the last to expire
                Licensed
                Patent or payment by LICENSEE of the last royalty payment due
                hereunder.

            


    

    
      	
              14.2

            	
              LICENSEE
                may terminate this Agreement or the license rights with respect to
                any
                Licensed Antibody by
                giving STANFORD notice in writing
                at least *****
                in
                advance of the effective date of termination selected
                by LICENSEE.

            


    

    
      	
              14.2

            	
              STANFORD
                may terminate this Agreement if
                LICENSEE:

            


    

    (a) Is
      in
      default in payment of royalty or providing of reports;

    (b) Is
      in
      material breach of any provision hereof; or

    (c) Provides
      any materially false report;

    
      	 	
              and
                LICENSEE fails to remedy any such default, breach, or false report
                within
                *****
                after written notice thereof by
                STANFORD.

            


    

    
      	
              14.3

            	
              Surviving
                any termination or expiration are:

            


    

    (a) LICENSEE's
      obligation to pay royalties accrued or accruable;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    (b) Any
      cause
      of action or claim of LICENSEE or STANFORD, accrued or to accrue, because of
      any
      breach or default by the other party; and

    (c) The
      provisions of Articles 7, 8, and 9 and any other provisions that by their
      nature
      are
      intended to survive.

     

    15.
      DISPOSITION OF LICENSED PRODUCT ON HAND UPON
      TERMINATION

    
      	 	
              Upon
                termination of this Agreement LICENSEE is entitled to dispose of
                all
                previously made or partially made Licensed Product, but no more,
                within a
                period of *****
                provided that the sale of Licensed Product is subject to the terms
                of this
                Agreement, including but not limited to the rendering of reports
                and
                payment of royalties required under this
                Agreement.

            


    

     

    16.
      ASSIGNMENT

    This
      Agreement may not be assigned, except that LICENSEE may assign this Agreement
      as
      part of a sale, regardless of whether such a sale occurs through an asset sale,
      stock sale, merger or other combination, or any other transfer of (a) LICENSEE’s
      entire business, or (b) that part of LICENSEE’s business that exercises all
      rights granted under this Agreement. Prior to any assignment, the new assignee
      must agree in writing to STANFORD to be bound by this Agreement. Any other
      attempt to assign this Agreement is null and void. Upon a permitted assignment
      of this Agreement by LICENSEE, LICENSEE will be released of liability under
      this
      Agreement and the term “LICENSEE” in this Agreement will mean the
      assignee.

     

    17.
      ARBITRATION

    
      	
              17.1

            	
              Any
                controversy arising under or related to this Agreement, and any disputed
                claim by either party against the other under this Agreement excluding
                any
                dispute relating to patent validity or infringement arising under
                this
                Agreement, shall be settled by arbitration in accordance with the
                Licensing Agreement Arbitration Rules of the American Arbitration
                Association. 

            


    

    
      	
              17.2

            	
              Upon
                request by either party, arbitration will be by a third party arbitrator
                mutually agreed upon in writing by LICENSEE and STANFORD within
                *****
                of
                such arbitration request. Judgment
                upon the award rendered by the arbitrator shall be final and nonappealable
                and may be entered in any court having jurisdiction
                thereof.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    
      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    
      	
              17.3

            	
              The
                parties shall be entitled to discovery in like manner as if the
                arbitration were a civil suit in the California Superior Court. The
                Arbitrator may limit the scope, time and/or issues involved in
                discovery.

            


    

    
      	
              17.4

            	
              Any
                arbitration shall be held at Stanford, California, unless the parties
                hereto mutually agree in writing to another
                place.

            


    

     

    18.
      NOTICES

    
      	 	
              All
                notices under this Agreement shall be deemed to have been fully given
                when
                done in writing and hand-delivered or sent by registered mail, postage
                prepaid and return-receipt requested, or by express international
                courier,
                and addressed as follows:

            


    

     

    
      
        	 	
                To
                  STANFORD:

              	
                Office
                  of Technology Licensing

              	 
	 	 	Stanford
                University	 
	 	 	1705
                El Camino Real	 
	 	 	Palo
                Alto, CA 94306-1106	 
	 	 	 	 
	 	 	Attention:
                Director	 
	 	 	 	 
	 	To
                LICENSEE:	XTL
                Biopharmaceuticals Ltd.	 
	 	 	Kiryat
                Weizmann	 
	 	 	P.O.
                Box 370	 
	 	 	Rehovot,
                76100 Israel	 
	 	 	 	 
	 	 	Attention:  President
                and CEO	 
	 	 	 	 
	 	With
                a Copy to:	Heller
                Ehrman White & McAuliffe LLP	 
	 	 	4350
                La Jolla Village Drive	 
	 	 	San
                Diego, California 92122	 
	 	 	 	 
	 	 	Attention:
                *****	 
	 	 	 	 
	 	 	 	 


      

    

     

    Either
      party may change its address upon written notice to the other
      party.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    

      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    19.
      WAIVER

    
      	 	
              None
                of the terms of this Agreement can be waived except by the written
                consent
                of the party waiving compliance.

            


    

     

    20.
      APPLICABLE LAW

    
      	 	
              This
                Agreement shall be governed by the laws of the State of California
                applicable to agreements negotiated, executed and performed wholly
                within
                California,
                without regard to principles of conflicts of laws.

            


    

     

    21.
      MODIFICATIONS

    
      	 	
              No
                amendment or modification of this Agreement is valid or binding on
                the
                parties
                unless made in writing and signed on behalf of each
                party.

            


    

     

    22.
      ENTIRE UNDERSTANDING

    
      	 	
              This
                Agreement embodies the entire understanding of the parties and supersedes
                all previous communications, representations or understandings, whether
                oral or written, between the parties relating to the subject matter
                hereof.

            


    

     

    23.
      SEVERABILITY

    
      	 	
              In
                case any of the provisions contained in this Agreement are held to
                be
                invalid, illegal
                or
                unenforceable in any respect, that invalidity, illegality or
                unenforceability will not affect any other provisions of this Agreement,
                and this Agreement will be construed as if the invalid, illegal,
                or
                unenforceable provisions had never been contained in
                it.

            


    

     

    24.
      FORCE MAJEURE

    
      	 	
              Neither
                party shall be responsible for delay or failure in performance caused
                by
                any government act, law, regulation, order or decree, by communication
                line or power failures beyond its control, or by fire, flood or other
                natural disasters or by other
                causes beyond its reasonable control, nor shall any such delay or
                failure
                be considered to be a breach of this Agreement; provided that the
                delayed
                party gives the other party prompt written notice thereof and uses
                commercially reasonable efforts to resume
                performance.

            


    

     

    25.
      RELATIONSHIP BETWEEN THE PARTIES

    
      	 	
              None
                of the provisions of this Agreement are intended to create any form
                of
                association,
                partnership or joint venture between the parties, rights in third
                parties
                or rights that are enforceable by any third party. Neither party
                will have
                the power to bind the other party or incur obligations on the other
                party's behalf without the other party's prior written
                consent.

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
      originals by their duly authorized officers or representatives.

    


    
      	 	 	 
	 	
              THE
                BOARD OF TRUSTEES OF THE LELAND

              STANFORD
                JUNIOR UNIVERSITY

            
	 
 	 
 	 
 
	 	 	
              Signature________________________________________________________________________________

            
	 	Name___________________________________________________________________________________
              
	 	
              Title_________________________________________________________________________

            
	 	
              Date___________________________________________________________________________________

            


    

     

    
      	 	 	 
	 	
              XTL
                BIOPHARMACEUTICALS LTD.

            
	 
 	 
 	 
 
	 	 	
              Signature_______________________________________________________________________________

            
	 	Name__________________________________________________________________________________
              
	 	Title___________________________________________________________________________________ 
	 	
              Date___________________________________________________________________________________

            


    

    


     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    
      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    


    APPENDIX
      A

    LICENSED
      PATENTS AS OF AUGUST 1, 2003

    


    


    


    
      	
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    *****

    Note
      that
      confidential
      treatment has been requested and one (1) page of material from this Appendix
      A
      has been omitted and filed separately with the Commission.

     

    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

      

      
        *****
          Confidential material redacted and filed separately with the
          Commission.

      

       

    

    APPENDIX
      B

    


    FORM
      OF ROYALTY REPORT

    


    ***** - 

    


    *****

    


    *****: *****

    
 

    
      	
              *****

            	
              *****

            
	
              *****

            	
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              *****

            	
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              *****

            	
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              *****

            	
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              *****

            	
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              *****

            	
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              *****

            	
              *****

            


    

    


    


    Note
      that
      confidential
      treatment has been requested and one (1) page of material from this Appendix
      B
      has been omitted and filed separately with the Commission.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
      

        *****
          Confidential material redacted and filed separately with the
          Commission.

      

       

    

    SCHEDULE
      2.2

    


    LICENSED
      ANTIBODIES

     

    *****


    *****

    *****

    *****

    *****

    *****

    *****

    *****

    *****

    *****

    *****

    *****

    *****


    *****

    *****

     

    Note
      that
      confidential
      treatment has been requested and one (1) page of material from this Schedule
      2.2
      has been omitted and filed separately with the Commission.

     

    
      
        
        

      

      
        18