**CONFIDENTIAL
      TREATMENT REQUESTED.**


**L** **ICENSE
      AGREEMENT**




This
      License Agreement (this “ Agreement ”),
      dated
      January 15, 2007 (the “ Effective
      Date ”),
      is
      made by and between DOV Pharmaceutical, Inc., a Delaware corporation
      (“ DOV ”),
      and
      XTL Development, Inc., a Delaware corporation (“ XTL ”).
      DOV
      and XTL are sometimes hereinafter referred to each as a “Party” and collectively
      as the “Parties.”




WHEREAS,
      the Parties desire to enter into an agreement pursuant to which DOV will grant
      a
      sole and exclusive license to XTL under the DOV Patent Rights and DOV Know-How
      for XTL to develop and commercialize the Licensed Compound and Licensed Product
      as defined below, and




WHEREAS,
      DOV and Wyeth Holdings Corporation (“Wyeth”) entered into that certain Amended
      and Restated License Agreement dated December 7, 2006 (the “ Wyeth
      Agreement ”),
      relating, among other things, to Bicifadine (as defined below).




NOW,
      THEREFORE, the Parties hereby agree as follows:




Section
      1.  Definitions .




For
      the
      purpose of this Agreement, the following words and phrases shall have the
      meanings set forth below:




1.1  “Affiliate”
      means with respect to a party, any other business entity that directly controls,
      is controlled by, or is under common control with, such party. A business entity
      or party shall be regarded as in control of another business entity if it owns,
      or controls, more than fifty percent (50%) of the voting stock or other voting
      ownership interest of the other business entity, or if it directly or indirectly
      possesses the power to direct or cause the direction of the management and
      policies of the other business entity by any means whatsoever.




1.2  “Annual”
      means from January 1 to December 31 of any given calendar year.




1.3  “Approval”
      means, with respect to any Licensed Product in any regulatory jurisdiction,
      approval from the applicable Regulatory Authority sufficient for the
      manufacture, offer for sale, sale, distribution, importation or use of the
      Licensed Product in such jurisdiction in accordance with applicable Laws.




1.4  “Bicifadine”
      means the compound CL 220,075 as listed in Schedule 1 to the Wyeth Agreement.




1.5  “Clinical
      Data” means the information with respect to the Licensed Product or the Licensed
      Compound made, collected or otherwise generated under or in connection with
      pre-clinical, clinical, or the post-Approval studies for the Licensed Compound
      or Licensed Product, including any data, reports and results with respect to
      any
      of the foregoing.




1.6  “Commercially
      Reasonable Efforts” means, with respect to Licensed Products, the carrying out
      of development and commercialization activities in a manner comparable to that
      which a company within the pharmaceutical industry that is similarly situated
      to
      XTL and its Affiliates, taken collectively, would reasonably devote to a product
      of similar market potential based on conditions then prevailing and taking
      into
      account, without limitation, issues of safety and efficacy, product profile,
      the
      proprietary position, the then current competitive environment for such product
      and the timing of such product’s entry into the market, the regulatory
      environment and status of such product, and other relevant scientific, technical
      and commercial factors.









1.7  “Confidential
      Information” means all data or information received by a Party or its Affiliates
      (“Receiving Party”) that is of value to the Party or its Affiliates disclosing
      or providing such data or information (“Disclosing Party”) including, but not
      limited to, Technology; marketing plans or strategies; formulas; methods;
      techniques; drawings; processes; financial data; financial plans; product plans;
      lists of actual or potential customers, vendors and/or employees; potential
      packaging; advertising materials; trademarks, service marks and trade dress;
      price lists; pricing policies; and competitive strategies. Confidential
      Information also includes any compilation or organization of information which,
      divided into individually segregated segments, may not be deemed confidential
      but in its organized completed format is unique, proprietary and confidential
      to
      the Disclosing Party. Additionally, Confidential Information includes any
      information described in this provision which the Disclosing Party obtains
      from
      another party and which the Disclosing Party treats as proprietary or designates
      as confidential information, whether or not owned or developed by the Disclosing
      Party. Confidential Information shall be treated as such regardless of whether
      it is marked “confidential” or “proprietary” or communicated by the
      Disclosing Party or its Affiliates in oral, written, graphic, or electronic
      form.




1.8  “Confidentiality
      Agreement” means that certain Confidentiality and Nondisclosure Agreement, dated
      October 17, 2006, by and between the Parties.




1.9  “Controlled”
      or “Controls”, means, when used in reference to intellectual property
      (including, but not limited to, patents, trademarks, know-how or Technology),
      the legal authority or right of a person or entity to license or sublicense
      such
      intellectual property to another person or entity, or to provide or disclose
      such intellectual property to such other person or entity, in each case, without
      breaching any contractual or fiduciary obligations.




1.10  “DOV
      Bicifadine Patent Rights” means the DOV Patent Rights that relate only to the
      Licensed Compound and not to any other compounds.




1.11  “DOV
      Commingled Patent Rights” means all DOV Patent Rights other than the DOV
      Bicifadine Patent Rights.




1.12  “DOV
      Know-How” means all Technology owned, licensed or otherwise Controlled by DOV or
      any of its Affiliates as of the Effective Date, that is related to the Licensed
      Compound or Licensed Product, or that is essential, necessary or useful for
      the
      manufacture, use, sale, offer for sale, importation, research, development,
      commercialization or other exploitation of the Licensed Compound or Licensed
      Product.




1.13  “DOV
      Patent Rights” means the patents and patent applications listed in Exhibit B attached
      hereto, as amended from time to time during the term of this Agreement by mutual
      agreement of the Parties, and (a) any foreign counterparts thereof,
      (b) all divisionals, continuations, continuations-in-part thereof or any
      other patent application claiming priority directly or indirectly to
      (i) any of the patents or patent applications identified in Exhibit B or
      (ii) any patent or patent application from which the patents or patent
      applications identified in Exhibit B claim
      direct or indirect priority, and (c) all patents issuing on any of the
      foregoing, and any foreign counterparts thereof, together with all
      registrations, reissues, re-examinations, renewals, supplemental protection
      certificates, or extensions of any of the foregoing, and any foreign
      counterparts thereof. The parties shall update Exhibit
      B from
      time to time during the term of this Agreement as may be required.




2


1.14  “EMEA”
      means the European Agency for the Evaluation of Medicinal Products, or any
      successor agency thereto.




1.15  “EU”
      means the European Union, as its membership may be altered from time to time,
      and any successor thereto, and which, as of the Effective Date, consists of
      Austria, Belgium, Bulgaria, Czech Republic, Denmark, Estonia, Finland, France,
      Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta,
      The Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden
      and the United Kingdom, and that certain portion of Cyprus included in such
      organization.




1.16  “Europe”
      means the countries comprising the EU as it may be constituted from time to
      time, together with those additional countries included in the European Economic
      Area as it may be constituted from time to time.




1.17  “FDA”
      means the United States Food and Drug Administration or any successor agency
      thereto.




1.18  “Field”
      means the treatment of any diseases, disorders and conditions in humans, other
      than the treatment or amelioration of vasomotor symptoms caused by or occurring
      in relation to or connection with menopause or other female hormonal
      fluctuations in a patient undergoing treatment.




1.19  “First
      Commercial Sale” means, with respect to any Licensed Product on a
      country-by-country basis, the first sale for use by the general public of such
      Licensed Product in such country after Approval of such Licensed Product has
      been granted, or marketing and sale of such Licensed Product is otherwise
      permitted, by the applicable Regulatory Authority of such country.




1.20  “FTE”
      means full-time equivalent.




1.21  “Governmental
      Authority” means any supranational, national, federal, state or local judicial,
      legislative, executive or regulatory authority or any arbitrator or arbitration
      tribunal.




1.22  “IND”
      means an investigational new drug application filed with the FDA for
      authorization to commence clinical studies or post-Approval studies and its
      equivalent in other countries or regulatory jurisdictions.




1.23  “JNDA”
      means a New Drug Application filed with the Koseisho required for marketing
      approval for the applicable Licensed Product in Japan.




1.24  “Koseisho”
      means the Japanese Ministry of Health and Welfare, or any successor agency
      thereto.




1.25  “Laws”
      means all laws, statutes, rules, regulations, ordinances and other
      pronouncements having the effect of law of any federal, national, multinational,
      state, provincial, county, city or other political subdivision, domestic or
      foreign.




1.26  “Licensed
      Compound” means (a) Bicifadine and (b) any prodrugs, optical isomers, hydrates,
      solvates, salt forms and polymorphs of Bicifadine.




1.27  “Licensed
      Product” means any pharmaceutical product in all forms, presentations,
      formulations and dosage forms containing a Licensed Compound, either alone
      or in
      combination with one or more other active ingredients (“Combination Product”).




3


1.28  “NDA”
      means a New Drug Application filed with the FDA seeking approval to market
      a
      Licensed Product in the United States.




1.29  “NDA
      Filing” means an NDA for a Licensed Product that has been accepted for filing by
      the FDA.




1.30  “Net
      Sales” means the gross amount invoiced for Licensed Product sold, distributed or
      otherwise disposed of by XTL, its Affiliates and/or Sublicensees (collectively,
      the “ Selling
      Party ”),
      in an
      arm’s length transaction to an end user (“ Gross
      Sales ”),
      less:




(i)  trade,
      quantity or cash discounts (other than early payment discounts);




(ii)  credits
      or allowances, if any, given or made on account of price adjustments, returns,
      bad debts, rebates, and any all Federal, state or local government rebates
      whether in existence now or enacted at any time during the term of this
      Agreement ( *e.g* .,
      HCFA
      or Medicaid rebates), rejections, recalls or destruction requested or made
      by an
      appropriate government agency; and




(iii)  any
      tax,
      excise or governmental charge upon or measured by the sale, transportation,
      delivery or use of the Licensed Product;




provided
      that Net Sales shall in no event be less than eighty percent (80%) of Gross
      Sales.




In  the
      case
      of discounts on “bundles” of products which include the Licensed Product, XTL
      and its Affiliates may, subject to notice to DOV, calculate Net Sales as set
      forth above discounting the bona fide list price of the Licensed Product by
      the
      average percentage discount of all products of the Selling Party in a particular
      “bundle”, calculated as follows:




Average
      percentage


discount
      on a  =
      (1-A/B)
      x 100


particular
      “bundle”




where
      A
      equals the total discounted price of a bundle, and B equals the sum of the
      undiscounted bona fide list prices of each unit of every product in such bundle.
      XTL shall, and shall cause its Affiliates and Sublicensees (directly or through
      XTL) to, provide DOV documentation, reasonably acceptable to DOV, establishing
      such average discount with respect to each bundle. Where the Licensed Product
      is
      also sold other than in a bundle, the average discount as calculated above
      shall
      be applied to the undiscounted list price of the Licensed Product in the bundle.
      If the Licensed Product is not sold separately and no bona fide list price
      exists for the Licensed Product, the Parties shall negotiate in good faith
      an
      imputed list price for the Licensed Product, and the average discount as
      calculated above with respect thereto shall be applied to such imputed list
      price.




For
      the
      sake of clarity, sales of Licensed Product among XTL, its Affiliates or
      permitted Sublicensees, where such Licensed Product is being transferred to
      such
      Affiliate or permitted Sublicensee for purposes of resale or further
      distribution, shall not be included in the calculation of Net Sales, it being
      understood that Net Sales shall be calculated based on the gross amount invoiced
      in connection with such resale or further distribution. Notwithstanding, the
      foregoing, if Licensed Product is sold or otherwise transferred among XTL,
      its
      Affiliates or permitted Sublicensees and XTL, such Affiliate or such permitted
      Sublicensee is the end user of such Licensed Product, then the Net Sales for
      such units of Licensed Product shall be calculated based on the gross amount
      invoiced in connection with such sale or transfer.




4


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


1.31  “Phase
      IIB Trial” means a double-blind, placebo-controlled, dose finding study in a
      specific chronic pain indication designed so as to achieve the first Milestone
      Event set forth in Section 6.3 .




1.32  “Publicly
      Traded Stock” means:




A.  ordinary
      shares of XTL Biopharmaceuticals Ltd. (“XTL 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:




(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
      Act ”),
      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 ***** trading
      days beginning on the trading day ***** prior to the day the milestone giving
      rise to the payment is publicly announced and ending with the close of business
      on the ***** 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. as reported
      by
      the Nasdaq Global Market (or another authoritative source), as of the close
      of
      business on the day prior to the date of issuance, and (x) the number of
      ordinary shares of XTL Ltd. represented by each American Depositary Share of
      XTL
      Ltd., and (B) the quotient of (y) the average of the closing sales price of
      an
      American Depositary Shares of XTL Ltd. as reported by the Nasdaq Global Market
      (or another authoritative source) for the ***** trading days beginning on the
      trading day ***** prior to the day the milestone giving rise to the payment
      is
      publicly announced and ending with the close of business on the ***** day
      following public announcement of such milestone, and (z) the number of ordinary
      shares of XTL Ltd. represented by each American Depositary Share of XTL Ltd.;
      or




B.  shares
      of
      capital stock of XTL or XTL Biopharmaceuticals, Inc., a Delaware corporation
      and
      the parent corporation for XTL (“Parent”), in each case that have been
      registered under the Securities Act and are freely tradable without restriction
      on a stock exchange in the United States; and which carry a value equal to
      the
      lesser of (i) the closing sales price of such shares as reported by the stock
      exchange on which such shares are listed (or another authoritative source),
      on
      the day prior to the date of issuance, and (ii) the average of the closing
      sales
      price of such shares as reported by the stock exchange on which such shares
      are
      listed (or another authoritative source), for the ***** trading days beginning
      on the trading day ***** prior to the day the milestone giving rise to the
      payment is publicly announced and ending with the close of business on the
      *****
      day following public announcement of the milestone giving rise to the payment.




5


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


1.33  “Regulatory
      Authority” means any national or supranational governmental authority,
      including, without limitation, the FDA, EMEA or Koseisho, that has
      responsibility in countries in the Territory over the development and/or
      commercialization of the Licensed Compound and Licensed Product.




1.34  “Regulatory
      Documentation” means all applications, registrations, licenses, authorizations
      and approvals (including all Approvals), all correspondence submitted to or
      received from Regulatory Authorities (including minutes and official contact
      reports relating to any communications with any Regulatory Authority) and all
      supporting documents and all preclinical and clinical studies and tests,
      relating to the Licensed Compound or the Licensed Product and all data contained
      in any of the foregoing, including all NDAs, regulatory drug lists, advertising
      and promotion documents, manufacturing data, Clinical Data, adverse event files
      and complaint files.




1.35  “Technology”
      means know-how, trade secrets, chemical and biological materials, formulations,
      information, documents, studies, results, data and regulatory approvals, filings
      and correspondence (including drug master files), including biological,
      chemical, pharmacological, toxicological, pre-clinical, clinical and assay
      data,
      manufacturing processes and data, specifications, sourcing information, assays,
      and quality control and testing procedures, whether or not patented or
      patentable, in each case, to the extent related to the Licensed Compound or
      Licensed Product.




1.36  “Territory”
      means all countries of the world.




1.37  “Third
      Party” means
      any
      person or entity other than XTL or DOV or any of their Affiliates.




1.38  “Trademark”
      means any word, name, symbol, color, designation or device or any combination
      thereof, including any trademark, trade dress, brand mark, service mark, trade
      name, brand name, logo or business symbol, whether or not registered.




Section
      2.  License
      and Assignment Grants by DOV .




2.1  Exclusive
      License .
      DOV,
      for itself and on behalf of its Affiliates, hereby grants to XTL and its
      Affiliates a non-transferable (except in accordance with
      Section 12.2 ),
      sole
      and exclusive (even as to DOV and its Affiliates), worldwide license, with
      the
      right to sublicense in accordance with Section 2.1 (a) ,
      under
      the DOV Patent Rights and DOV Know-How, to make, have made, use, sell, offer
      to
      sell, import, research, develop, commercialize and otherwise exploit the
      Licensed Compound and Licensed Product in the Field in the
      Territory. The
      foregoing license grant includes the right to make reference to all regulatory
      approvals, filings and correspondence (including drug master files) contained
      within the DOV Know-How. Each
      Affiliate of XTL performing any obligations or exercising any rights hereunder
      shall be bound by the terms and conditions of this Agreement as and to the
      same
      extent as XTL, and XTL shall remain fully responsible for the performance of
      its
      Affiliates hereunder.




(a)  *Right
      to Sublicense* . The
      licenses granted in Section 2.1 include
      the right to grant sublicenses (through multiple tiers) to Third Parties (each
      such Third Party sublicensee, a “ Sublicensee ”),
      provided that: (1) each such sublicense shall be subordinate to this Agreement,
      (2) no such sublicense shall impair XTL (directly or with and through its
      Sublicensees) to perform its obligations hereunder, (3) no such sublicense
      shall
      limit or impair DOV’s rights hereunder and (4) XTL
      shall
      remain responsible for its, its Affiliates and its Sublicensees conformity
      to
      the terms and conditions set forth herein, including without limitation, the
      obligation to use Commercially Reasonable Efforts to develop and commercialize
      the Licensed Compound and Licensed Product throughout the Territory, the
      obligation to make payments as and when due hereunder, and the obligation to
      keep records and make reports hereunder.
      XTL
      shall provide DOV with a true, accurate and complete copy of each sublicense
      agreement with its Sublicensees promptly after execution.




6





(i)  Each
      sublicense granted to a Sublicensee by XTL to any rights licensed to it
      hereunder shall terminate immediately upon the termination of the license from
      DOV to XTL with respect to such rights as of the effective date of such
      termination by DOV pursuant to Section 11.2(b) ,
      provided however, that if a Sublicensee is not in material default of its
      obligations to XTL under its sublicense agreement, and within sixty (60) days
      of
      such termination **** the
      Sublicensee agrees in writing to be bound directly to DOV under a license
      agreement substantially similar to this Agreement with respect to the rights
      sublicensed hereunder, substituting such Sublicensee for XTL, then such
      sublicense shall not so terminate.




(b)  *Restrictions
      on DOV* . DOV
      and
      its Affiliates shall not grant or provide to any Third Party any Technology,
      patent or other intellectual property rights or Confidential Information
      inconsistent with the terms of this Agreement. For as long as the license grant
      set forth in Section 2.1 is in
      effect, DOV Know-How shall be treated as Confidential Information of both XTL
      and DOV, and DOV and its Affiliates shall neither use DOV Know-How, nor shall
      DOV or its Affiliates disclose DOV Know-How, except as permitted by
      Section 8.1(b) or 8.2 .




2.2  Assignment
      of INDs. DOV, for
      itself and its Affiliates, hereby assigns and transfers to XTL all of DOV’s
      right, title, and interest in and to any and all INDs relating to the Licensed
      Compound in the Field in the Territory .




2.3  Use
      of
      Trademarks . As
      between the Parties, XTL shall have the sole right to determine and own the
      Trademarks to be used with respect to the commercialization of the Licensed
      Product in the Field in the Territory. XTL and its Affiliates shall make
      reasonable efforts to avoid using in their Development and Commercialization
      activities any Trademark that is confusingly similar to, misleading or deceptive
      with respect to any trademark owned by DOV.




2.4  License
      Limitations .
      All
      licenses and other rights are or shall be granted only as expressly provided
      in
      this Agreement, and no other licenses or other rights are or shall be created
      or
      granted hereunder by implication, estoppel or otherwise.




Section
      3.  Regulatory
      Matters in the Territory .




3.1  Regulatory
      Responsibilities .
      As
      between the Parties, XTL shall have sole responsibility for preparing and
      maintaining all Regulatory Documentation with respect to (i) Approvals for
      the Licensed Product in the Field in the Territory and (ii) Development and
      Commercialization activities, as set forth in Section
      5 ,
      for the
      Licensed Product in the Field in the Territory. To the extent possible, DOV
      shall provide, at XTL’s expense, reasonable assistance to XTL with respect to
      this Section 3.1 .




3.2  [Reserved]




3.3  Ownership .
      All
      Approvals and related Regulatory Documentation for the Licensed Product in
      the
      Field in the Territory shall be the sole and exclusive property of XTL and
      held
      in the name of XTL (or in each such case XTL’s Affiliate or Sublicensee). DOV
      shall not be entitled to receive copies of XTL’s Clinical Data, provided,
      however, that upon written request by DOV, XTL shall, at its sole discretion,
      provide such copies to DOV subject to the confidentiality provisions of Section
      8 .




7


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


3.4  Communications
      with Regulatory Authorities .
      As
      between the Parties, XTL shall be responsible for all communications with any
      Regulatory Authority relating to the Licensed Product or Licensed Compound
      in
      the Territory during the term of this Agreement. Subject to Section 3.3, as
      relating to the Licensed Product or Licensed Compound, XTL (or its Affiliates
      or
      Sublicensees) shall promptly provide DOV with copies of all (i) material written
      communications to or from any Regulatory Authority, and (ii) written meeting
      minutes or summaries of material meetings, conferences and discussions with
      Regulatory Authorities. Except as necessary to comply with the Laws, DOV shall
      not initiate any communications with any Regulatory Authority concerning the
      Licensed Compound or the Licensed Product without first obtaining XTL’s
      approval.




(a)  XTL
      shall
      promptly inform DOV of any action, correspondence or reports to or from
      Governmental Authorities (other than Regulatory Authorities) that would
      reasonably be expected to materially affect the current or anticipated
      development or commercialization of the Licensed Product or Licensed Compound,
      and shall furnish DOV with copies of any relevant documents relating
      thereto.




3.5  Regulatory
      Records .
      XTL
      shall maintain, or cause to be maintained, records of the development and
      commercialization activities performed by XTL, its Affiliates and Sublicensees
      with respect to the Licensed Product in sufficient detail and in good scientific
      manner appropriate for patent and regulatory purposes, which shall be reasonably
      complete and accurate and shall properly reflect all work done and results
      achieved in the performance of such development activities, and which shall
      be
      retained by or for XTL for at least five (5) years after the termination of
      this
      Agreement, or for such longer period as may be required by Law.




Section
      4.  Performance
      of Duties .




4.1  Transition . Within
      thirty (30) days following the Effective Date, DOV shall transfer or cause
      to have transferred to XTL, or shall perform or cause to have performed, each
      item scheduled in Exhibit
      D hereto;
      provided that any copies of documents, data and other information shall be
      made
      available to XTL and may be copied at XTL’s expense. DOV shall cause its
      Affiliates to provide XTL with access to their facilities, during normal
      business hours for the purpose of reviewing such data or other information
      in
      DOV’s or its Affiliates’ possession as of the Effective Date. Such access shall
      be granted on two (2) days written notice from XTL to DOV specifying the date
      and time of access.




4.2  Studies
      Completion .




(a)  DOV
      shall
      use reasonable efforts to complete, or to cause to have completed, each of
      the
      deliverables specified in Exhibit
      E within
      the one hundred eighty (180) days immediately following the Effective Date.
      XTL
      shall reimburse DOV for direct FTE costs and vendor costs incurred in connection
      with DOV’s efforts to complete such deliverables, upon completion of each such
      deliverable, within thirty (30) days following receipt of an invoice from
      DOV.  The estimated cost for the deliverables indicated on Exhibit
      E are not
      binding; provided that unless the Parties agree otherwise in writing, XTL shall
      not be required to reimburse DOV for costs incurred in connection with a
      specific deliverable that are in excess of ***** percent (*****%) of the
      estimated cost associated with such deliverable. In the event that DOV does
      not
      complete one or more such deliverables within one hundred eighty (180) days
      following the Effective Date, then for each business day above and beyond the
      one hundred eighty (180) day period and until DOV completes each such
      deliverable, XTL shall reduce the reimbursement for each such outstanding
      deliverable at a rate of ***** percent (*****%) per month, calculated on the
      total number of days; provided that no such reduction shall apply to delays
      that
      are beyond DOV’s reasonable control, including, without limitation, delays
      caused by Regulatory Authorities or by XTL.




8


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


(b)  XTL
      shall
      close out the 021 and 022 clinical studies using Good Clinical Practices
      required by Regulatory Authorities, including, but not limited to, drug
      accountability procedures.




4.3  Database
      Support . For
      a
      period of two (2) months after the Effective Date, DOV shall provide XTL access
      to DOV’s Vice President of Clinical Research and Development, or an employee
      with similar knowledge, to provide support and training to XTL as may be
      reasonably necessary to complete the close-out of the 021 and 022 clinical
      studies, in any case not to exceed twenty percent (20%) of such person’s time.
      XTL shall reimburse DOV at cost for the time provided by the Vice President
      of
      Clinical Research and Development or other employee pursuant to this Section 4.3 .




4.4  Sales
      of Licensed Compound .




(a)  To
      the
      extent that such purchase is necessary for the Commercialization and Development
      of the Licensed Product, during the term of this Agreement XTL shall purchase
      the Licensed Compound (whether in the form of the active pharmaceutical
      ingredient, intermediate, or finished product) from DOV’s existing inventory
      (the “ Inventory ”),
      at a
      price equal to *****, as set forth in Exhibit
      C ,
      prior
      to offering to purchase or purchasing any such material from any other source;
      provided however, that such requirement shall be waived with respect to any
      such
      material that is expired or otherwise not in compliance with XTL’s applicable
      specifications at the time XTL requests such supply. Within seven (7) days
      notice from XTL of XTL’s request to purchase a quantity of the Inventory (each
      such request, a “ Purchase
      Request ”),
      DOV
      shall take
      all
      actions that may be reasonably necessary or desirable to fulfill the Purchase
      Request. For each such Purchase Request, XTL shall remit payment to DOV for
      the
      purchased quantity of Inventory within thirty (30) days of receipt of an invoice
      from DOV.  XTL
      will
      reimburse DOV for any direct storage and necessary stability testing costs
      associated with the Inventory actually purchased pursuant to this Section 4.4 (a),
      such
      costs calculated for the period beginning on the Effective Date and until the
      date of fulfillment of the Purchase Request.




(b)  For
      a
      period of ***** years following the Effective Date, DOV shall be responsible
      for
      and shall perform or cause to have performed the storage and any necessary
      stability testing of the Inventory. In the event that XTL purchases Inventory
      in
      accordance with the provisions of Section 4.4(a) ,
      at the
      time of each such purchase XTL shall reimburse DOV for the costs incurred to
      store and conduct stability testing of such Inventory from the Effective Date
      to
      the time of purchase. Further, if at the end of the ***** year period following
      the Effective Date Inventory remains on-hand, XTL shall reimburse DOV for *****
      percent (*****%) of the sum of the costs incurred by DOV (i) to store and
      conduct stability testing of such Inventory for such ***** year period and
      (ii)
      to dispose of such Inventory (should DOV decide to dispose of same at such
      time). To the extent that the purchase of all of the Inventory (as described
      in
      Section 4.4(a)) is not necessary for the Commercialization and Development
      of
      the Licensed Product, XTL may provide notice to DOV that XTL shall not purchase
      such Inventory and XTL shall then reimburse DOV for ***** percent (*****%)
      of
      the sum of the costs incurred by DOV (i) to store and conduct stability testing
      of such remaining Inventory from the Effective Date until the date of such
      notice and (ii) to dispose of such remaining Inventory (should DOV decide to
      dispose of same at such time). In the event that XTL purchases all the Inventory
      during the ***** years following the Effective Date, XTL shall have the option,
      upon thirty (30) days notice to DOV, to assume all contracts for the storage
      and
      testing of the Inventory (the “ Inventory
      Contracts ”),
      and
      DOV shall take all actions that may be reasonably necessary or desirable in
      connection with such option, including, but not limited to, assignment of the
      Inventory Contracts to XTL pursuant to an assignment agreement in form and
      substance reasonably acceptable to the Parties.




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        material redacted and filed separately with the Commission.


Section
      5.  Development
      and Commercialization .




5.1  Clinical
      Trial .
      XTL
      shall use Commercially Reasonable Efforts to initiate (i.e., dosing of the
      first
      patient) a Phase IIB Trial of the Licensed Compound no later than ***** the
      date
      of DOV’s compliance with Section 4.1 .
      If XTL
      fails to initiate a Phase IIB Trial of the Licensed Compound by such *****,
      and
      provided that such failure is not due to a delay that is beyond XTL’s reasonable
      control, including, without limitation, delays caused by Regulatory Authorities
      or by DOV, then XTL may obtain a *****, provided that if XTL fails to initiate
      a
      Phase IIB Trial of the Licensed Compound by the end of such *****, and provided
      that such failure is not due to a delay that is beyond XTL’s reasonable control,
      including, without limitation, delays caused by Regulatory Authorities or by
      DOV, then XTL may obtain a *****. The ***** described in the previous sentence
      are *****. Notwithstanding the foregoing, if during the ***** immediately following the
      Effective Date, XTL enters into a sublicense in accordance with Section 2.1(a) or XTL
      assigns this Agreement in connection with a change of control in accordance
      with
      Section 12.2 ,
      then
      the fee for each of the ***** permitted in accordance with this Section 5.1 shall be
      ***** U.S. dollars (US$*****). Failure to initiate a Phase IIB Trial of the
      Licensed Compound within ***** the date of DOV’s compliance with Section 4.1 shall
      constitute a material breach of this Agreement, unless such failure is due
      to a
      delay that is beyond XTL’s reasonable control, including, without limitation,
      delays caused by Regulatory Authorities or by DOV.




5.2  Responsibilities
      and Costs . **** XTL
      shall
      use Commercially Reasonable Efforts to develop and commercialize the Licensed
      Compound and Licensed Product throughout the Territory. Without limiting the
      foregoing requirement, XTL shall have sole responsibility for, and shall bear
      all costs associated with, such commercialization and development activities.




5.3  [Reserved]




5.4  Markings .
      All
      promotional materials, packaging and product labeling for the Licensed Product
      used by XTL, its Affiliates, Sublicensees or distributors in connection with
      the
      Licensed Product shall contain (i) the applicable Trademark selected by XTL
      for use in commercialization of the Licensed Product, (ii) if required by
      Law, the logo and corporate name of the manufacturer, and (iii) if
      appropriate, the applicable patent numbers.




Section
      6.  XTL
      Payments .




6.1  Initial
      License Fee .
      Within
      seven (7) days after the Effective Date, XTL shall pay to (a) Wyeth five million
      U.S. dollars (US$5,000,000) in cash and (b) DOV one million five hundred
      thousand U.S. dollars (US$1,500,000) in cash; in each case, in accordance with
      wire instructions provided by DOV to XTL. Notwithstanding anything else
      contained herein, in the event that XTL does not pay Wyeth in strict accordance
      with the terms of this Section 6.1 ,
      this
      Agreement shall be void ab initio.




6.2  Transition
      Fee .
      Within
      seven (7) days after the Effective Date, XTL shall place one million U.S.
      dollars (US$1,000,000) in an interest-bearing escrow account. XTL shall pay
      to
      DOV the balance of such account, including interest, in cash and in accordance
      with wire instructions provided by DOV to XTL, within thirty (30) days of the
      Effective Date, subject only to DOV’s compliance with Section 4.1 ,
      and
      provided that for each day above and beyond the thirty (30) day period specified
      in Section 4.1 that DOV
      takes to complete the Transition, XTL shall reduce such payment at a rate of
      ***** percent (*****%) per month, calculated on the total number of days,
      provided further that no such reduction shall apply to delays that are beyond
      DOV’s reasonable control, including, without limitation, delays caused by
      Regulatory Authorities or by XTL.




10


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        material redacted and filed separately with the Commission.


6.3  Milestone
      Payments .
      As set
      forth in the following table, XTL shall owe Milestone Payments to DOV upon
      achievement of each of the Milestones Events by XTL or an Affiliate or
      Sublicensee of XTL. Each Milestone Payment shall be due and payable by XTL
      to
      DOV within twenty (20) days after the achievement of the corresponding Milestone
      Event with respect to a Licensed Product. Only one set of Milestone Payments
      are
      payable hereunder no matter how many times any of the Milestone Events are
      achieved.




“Milestone
                Event”
            
            “Milestone
                Payment”1.Receipt
                of favorable results *****
            
            US$*****
                (in cash or Publicly Traded Stock)2.NDA
                ***** for a Licensed Product containing a Licensed Compound in a
                *****
                indication
            
            US$*****
                (in cash or Publicly Traded Stock)3.NDA
                ***** for a Licensed Product containing a Licensed Compound in a
                *****
                indication
            
            US$*****
                (in cash or Publicly Traded Stock)4.First
                FDA Approval of NDA for a Licensed Product containing a Licensed
                Compound
            
            US$*****
                (at least US$***** in cash and up to US$***** in Publicly Traded
                Stock)5.EMEA
                Approval of a Licensed Product containing a Licensed Compound in
                a *****
                indication
            
            US$*****
                (in cash or Publicly Traded Stock)6.JNDA
                Approval of a Licensed Product containing a Licensed Compound in
                a *****
                indication
            
            US$*****
                (in cash or Publicly Traded Stock)7.Commercial
                Launch of a Licensed Compound for a ***** indication
            
            US$*****
                (in cash or Publicly Traded Stock)8.NDA
                ***** for a Combination Product
            
            US$*****
                (in cash or Publicly Traded Stock)9.FDA
                Approval of NDA for a Combination Product
            
            US$*****
                (in cash or Publicly Traded Stock)10.Annual
                worldwide sales of Licensed Compounds and Licensed Products equal
                US$*****
            
            US$*****
                (in cash or Publicly Traded Stock)11.Annual
                worldwide sales of Licensed Compounds and Licensed Products equal
                US$*****
            
            US$*****
                (in cash or Publicly Traded Stock)12.Annual
                worldwide sales of Licensed Compounds and Licensed Products equal
                US$*****
            
            US$*****
                (in cash or Publicly Traded Stock)




6.4  Royalties .




(a)  *Royalties* .
      Subject
      to the terms and conditions of this Agreement (including the remainder of this Section
      6 ),
      XTL
      shall pay to DOV royalties, on a country-by-country and product-by-product
      basis
      for the period of time specified in Section 6.4(b) ,
      at the
      graduated royalty rates specified in the following table with respect to Net
      Sales of Licensed Products :




11


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        material redacted and filed separately with the Commission.


Aggregate
                Net Sales
              of
                All Licensed Products in a Calendar Year
            
            Royalty
                RateOn
                such Net Sales up to ***** U.S. dollars (US$*****)
            
            *****
                percent (*****%)On
                such Net Sales above ***** U.S. dollars (US$*****) and up ***** U.S.
                dollars (US$*****)
            
            *****
                percent (*****%)On
                such Net Sales above ***** U.S. dollars (US$*****)
            
            *****
                percent (*****%)




The
      applicable royalty rate shall be determined by reference to all Net Sales on
      which royalties are paid in a given calendar year. By way of example, in a
      given
      calendar year, if the aggregate annual worldwide Net Sales for all Licensed
      Products for which royalties are due under this Section 6.4(a) were
      US$*****, the following royalty payment would be payable under this
      Section 6.4(a) (subject
      to all reductions set forth in this Agreement): *****.




(b)  *Royalty
      Term* .
      The
      royalties due under Section 6.4(a) shall be
      payable on Net Sales from the First Commercial Sale of a particular Licensed
      Product until the later of, on a country-by-country basis, (i) the
      expiration of the last to expire patent in such country covering such Licensed
      Product or its use for which regulatory approval has been obtained in such
      country, or (ii) ten (10) years from such First Commercial Sale in each
      such country .
      Such
      period during which royalties are payable with respect to a Licensed Product
      in
      a country is referred to herein as the “Royalty Term” in such country with
      respect to such Licensed Product.




(c)  *Only
      One Royalty* .
      Only
      one royalty shall be due with respect to the sale of the same unit of Licensed
      Product. Only one royalty shall be due hereunder on the sale of a Licensed
      Product even if the manufacture, use, sale, offer for sale or importation of
      such Licensed Product infringes more than one claim of the DOV Patent
      Rights.




6.5  Payment
      Terms .




(a)  *Manner
      of Payment* .
      All
      payments to be made by XTL hereunder shall be made in U.S. dollars by wire
      transfer to such bank account as DOV may designate or in Publicly Traded Stock.
      DOV may designate that some or all of the amounts due hereunder be paid to
      third
      part(ies), for example, in the event that DOV sells or assigns its right to
      receive some or all of the amounts due hereunder to one or more third parties
      and XTL agrees that such third parties shall be entitled to receive reports
      under Section 6.5(a) and to
      perform audits under Section 6.5(c) as and
      to the same extent as DOV and without limiting DOV’s rights hereunder. In the
      event that XTL elects to pay any Milestone Payment due under Section 6.3 (in part
      or in whole) in Publicly Traded Stock, the amount of such Milestone Payment
      paid
      in Publicly Traded Stock will not exceed ***** percent (*****%) of the average
      aggregate market value of the equity securities of XTL Ltd. over the *****
      trading days before such Milestone Payment was due, provided, however, that
      in
      the case of the Milestone Payment due to DOV upon FDA Approval of NDA for a
      Licensed Product containing a Licensed Compound, XTL may pay such Milestone
      Payment in Publicly Traded Stock in an amount up to ***** percent (*****%)
      of
      the average aggregate market value of the equity securities of XTL Ltd. over
      the
      ***** trading days before such Milestone Payment was due. In addition, XTL
      will
      reimburse DOV for any *****, provided, that such reimbursement shall not exceed
      ***** percent (*****%) of the aggregate market value of Publicly Traded Stock
      sold in such transaction.




(b)  *Reports
      and Royalty Payments* .
      For as
      long as royalties are due under Section 6.4(a) ,
      XTL
      shall furnish to DOV a written report, within forty-five (45) days after
      the end of each calendar quarter, showing the amount of Net Sales of Licensed
      Products and **** royalty
      due for such calendar quarter. Royalty payments for each calendar quarter shall
      be due at the same time as such written report for the calendar quarter. The
      report shall include, at a minimum, the following information for the applicable
      calendar quarter, each listed by product and by country of sale: (i) the
      number of units of Licensed Products sold by XTL and its Affiliates and
      Sublicensees on which royalties are owed DOV hereunder; (ii) the gross
      amount received for such sales; (iii) deductions taken from Net Sales as
      specified in the definition thereof; (iv) Net Sales; and (v)  the
      royalties and Milestone Payments owed to DOV, listed by category. In addition
      to
      the foregoing, XTL shall furnish to DOV a written report within ten (10)
      business days after the end of each calendar quarter estimating the total Net
      Sales for such calendar quarter by XTL, its Affiliates and
      Sublicensees.




12


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        material redacted and filed separately with the Commission.


(c)  *Records
      and Audits* .
      XTL
      shall keep, and shall cause each of its Affiliates and Sublicensees, as
      applicable, to keep adequate books and records of accounting for the purpose
      of
      calculating all royalties payable to DOV hereunder. For the five (5) years
      next
      following the end of the calendar year to which each shall pertain, such books
      and records of accounting (including those of XTL’s Affiliates and Sublicensees,
      as applicable) shall be kept at each of their principal place of business and
      shall be open for inspection at reasonable times and upon reasonable notice
      by
      an independent certified accountant selected by DOV or Wyeth and reasonably
      acceptable to XTL, for the sole purpose of inspecting the royalties due to
      DOV
      under this Agreement. In no event shall such inspections be conducted more
      frequently than once every twelve (12) months. For the sake of clarity, DOV
      or Wyeth may conduct an annual inspection of the books and records of XTL and
      XTL’s Affiliates and Sublicensees, and each such inspection shall be limited to
      the records and accounts pertaining to the year in which the inspection is
      conducted and the immediately preceding five (5) calendar years. Results of
      each
      such audit shall be shared by DOV and Wyeth. The accountant conducting the
      inspection must have executed and delivered to XTL and its Affiliates and
      Sublicensees, as applicable, a confidentiality agreement as reasonably requested
      by XTL, which shall include provisions limiting such accountant’s disclosure to
      DOV or Wyeth, as applicable, to only the results and basis for such results
      of
      such inspection. The results of such inspection, if any, shall be binding on
      both Parties. Any underpayments shall be paid by XTL within thirty (30)
      days of notification of the results of such inspection. Any overpayments shall
      be fully creditable against amounts payable in subsequent payment periods.
      DOV
      shall pay for such inspections, except that in the event there is any upward
      adjustment in aggregate royalties payable for any calendar year shown by such
      inspection of more than ***** percent (*****%) of the amount paid, XTL shall
      reimburse DOV for any reasonable out-of-pocket costs of such
      accountant.




(d)  *Currency
      Exchange* .
      Royalties shall accrue in the currency of the country in which the sale of
      the
      Licensed Product or Licensed Compound is made, and if different from U.S.
      dollars, shall be converted into U.S. dollars using the exchange rate of such
      domestic currency as quoted by the Wall Street Journal, for the last business
      day of the calendar quarter during which the royalties accrued.




(e)  *Tax
      Withholding* .
      The
      withholding tax, duties, and other levies (if any) applied by any government
      authority on payments made by XTL to DOV hereunder shall be borne by DOV. DOV
      shall provide to XTL a signed Form W-9 with its certified tax identification
      number within 30 days from the date hereof. XTL and its Affiliates shall use
      commercially reasonable efforts to provide to DOV proper evidence of payments
      of
      withholding tax (if any) and assist DOV by obtaining or providing in as far
      as possible the required documentation for the purpose of DOV’s tax
      returns.




(f)  *Blocked
      Payments* .
      In the
      event that, by reason of applicable law in any country, it becomes impossible
      or
      illegal for XTL (or any of its Affiliates or Sublicensees) to transfer, or
      have
      transferred on its behalf, payments owed DOV hereunder, XTL shall promptly
      notify DOV of the conditions preventing such transfer and such payments shall
      be
      deposited in local currency in the relevant country to the credit of DOV in
      a
      recognized banking institution designated by DOV or, if none is designated
      by
      DOV within a period of thirty (30) days, in a recognized banking
      institution selected by XTL or its Affiliate or Sublicensee, as the case may
      be,
      and identified in a written notice given to DOV.




13
 
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          material redacted and filed separately with the Commission.


(g)  *Interest
      Due* .
      XTL
      shall pay DOV interest on any payments that are not paid on or before the date
      such payments are due under this Agreement at a rate of ***** percent (*****%)
      per month or the maximum applicable legal rate, if less, calculated on the
      total
      number of days payment is delinquent.




**Section
      7.**  Patent
      Prosecution, Infringement and Extensions .




7.1  Generally . Anything
      herein to the contrary notwithstanding, the Wyeth Patents (as such term is
      defined under the Wyeth Agreement) shall not be subject to this Section
      7 and all
      rights and obligations set forth in this Section
      7 are
      subject to the rights held by Wyeth pursuant to Article 12.0 of the Wyeth
      Agreement, provided, however, that in the event Wyeth gives notice to DOV of
      any
      desire to cease preparation, filing, prosecution or maintenance of any Wyeth
      Primary Patent (as such term is defined under the Wyeth Agreement), then DOV
      shall promptly notify XTL of such event and shall elect to continue preparation,
      filing, prosecution, or maintenance of any Wyeth Primary Patent at XTL’s request
      and expense.


7.2  Prosecution
      and Maintenance of DOV Patent Rights .




(a)  XTL
      shall
      be responsible for the preparation, prosecution (including any interferences,
      oppositions, reissue proceedings and reexaminations) and maintenance of the
      DOV
      Bicifadine Patent Rights. XTL shall use Commercially Reasonable Efforts to
      obtain appropriate patent protection for the Licensed Compound and Licensed
      Product (including related compositions, formulations, methods of use, and
      processes). XTL shall reasonably consult with DOV with respect to the
      preparation, filing, prosecution and maintenance of the DOV Bicifadine Patent
      Rights and DOV agrees to reasonably cooperate with XTL in such activities.
      XTL
      shall keep DOV advised of the status of such activities and shall also inform
      DOV in a timely manner of any material communications XTL receives from the
      relevant patent office with respect to such activities, including providing
      DOV
      with copies of any papers relating to the filing, prosecution or maintenance
      of
      DOV Bicifadine Patent Rights in sufficient time to allow DOV to review and
      submit comments to XTL regarding responsive submissions to such papers. In
      the
      event DOV submits comments to XTL, XTL will reasonably consider DOV’s
      substantive and/or strategic comments in preparing such responsive submissions.
      DOV shall forward to XTL copies of any papers relating to the filing,
      prosecution or maintenance of DOV Bicifadine Patent Rights promptly upon
      receipt. As of the Effective Date, XTL shall be responsible for all its costs
      incurred for such preparation, filing, prosecution and maintenance.




(b)  Without
      limiting the foregoing, XTL shall not knowingly permit any of the DOV Bicifadine
      Patent Rights to be abandoned in any country without DOV first being given
      an
      opportunity to assume full responsibility and costs for the continued
      prosecution and maintenance of same.




(c)  DOV
      shall
      be responsible for the preparation, prosecution (including any interferences,
      oppositions, reissue proceedings and reexaminations) and maintenance of all
      DOV
      Commingled Patent Rights, and all preparation, filing, prosecution, and
      maintenance decisions with respect to the DOV Commingled Patent Rights shall
      be
      made by DOV with the goal and intention of obtaining appropriate patent
      protection for the Licensed Compound and Licensed Product in the Territory.
      DOV
      shall reasonably consult with XTL with respect to the preparation, filing,
      prosecution and maintenance of the DOV Commingled Patent Rights as they pertain
      to the Licensed Product and Licensed Compound
      and XTL agrees to reasonably cooperate with DOV in such activities. DOV shall
      keep XTL advised of the status of such activities and shall also inform XTL
      in a
      timely manner of any material communications DOV receives from the relevant
      patent office with respect to such activities, including providing XTL with
      copies of any papers relating to the filing, prosecution or maintenance of
      DOV
      Commingled Patent Rights as they pertain to the Licensed Product and Licensed
      Compound in sufficient time to allow XTL to review and submit comments to DOV
      regarding responsive submissions to such papers. In the event XTL submits
      comments to DOV, DOV will reasonably consider XTL’s substantive and/or strategic
      comments in preparing such responsive submissions. XTL shall forward to DOV
      copies of any papers relating to the filing, prosecution or maintenance of
      DOV
      Commingled Patent Rights promptly upon receipt. DOV shall be responsible for
      all
      its costs incurred for such preparation, filing, prosecution and maintenance.




14




(d)  DOV’s
      obligations and XTL’s rights relating to the DOV Commingled Patent Rights
      pertain only to the Licensed
      Compound and Licensed Product.




(e)  Upon
      either DOV’s or XTL’s reasonable request, the Parties shall cooperate in good
      faith to prepare and file separate patent application(s) designed to sever
      the
      DOV Commingled Patent Rights. All “divisional” patent applications that pertain
      specifically and exclusively to the Licensed
      Compound and Licensed Product shall be considered DOV Bicifadine Patent
      Rights and XTL shall be
      responsible for the preparation, prosecution (including any interferences,
      oppositions, reissue




proceedings
      and reexaminations) and maintenance of such “divisional ”
patent
      applications in accordance with the terms of Section 7.2(a) .
      All
“divisional” patent applications that do not pertain specifically and
      exclusively to the Licensed
      Compound and Licensed Product shall
      not
      be subject to the terms of this License Agreement and DOV shall not have any
      obligations under this Agreement with respect to such “divisional” patent
      applications. Upon the filing of any “divisional” patent applications pursuant
      to the terms of this Section 7.2(e) ,
      the
      Parties shall amend Exhibit
      B so as to
      list the “divisional” patent application(s) that are DOV Patent Rights and
      delete the parent or other patent application(s) claiming the residual DOV
      Commingled Patent Rights. The Parties shall cooperate to ensure that any
“divisional” patent applications filed pursuant to the terms of this Section 7.2(e) shall
      not adversely affect the patentability, validity or enforceability of any of
      the
      other DOV Patent Rights or any other patent rights owned or controlled by DOV,
      any of DOV’s Affiliates, Wyeth or any of Wyeth’s Affiliates. XTL shall be
      responsible for any incremental out-of-pocket costs incurred by DOV for
      preparing and filing such “divisional” patent application(s) and
      maintaining any patent that issues therefrom.




7.3  Enforcement
      and Defense of DOV Patent Rights .




(a)  *Enforcement
      by XTL* .
      In the
      event that DOV or XTL becomes aware of a suspected infringement of any DOV
      Patent Right exclusively licensed to XTL under this Agreement, or any such
      DOV
      Patent Right is challenged in any action or proceeding (other than any
      interferences, oppositions, reissue proceedings or reexaminations, which are
      addressed above), in each case, in the Field in the Territory, such Party shall
      notify the other Party promptly, and following such notification, the Parties
      shall confer. XTL shall have the right, but shall not be obligated, to bring
      an
      infringement action or defend any such action or proceeding at its own expense,
      in its own name and entirely under its own direction and control, or to settle
      any such action or proceeding by sublicense, subject to the following. DOV
      shall
      reasonably assist XTL (at XTL’s expense) in any action or proceeding being
      defended or prosecuted if so requested, and shall lend its name to and join
      as a
      nominal party in such actions or proceedings if reasonably requested by XTL
      or
      required by applicable Laws. DOV shall have the right to participate and be
      represented in any such suit by its own counsel at its own expense.  No
      settlement of any such action or proceeding which restricts the scope, or
      adversely affects the enforceability, of a DOV Patent Right may be entered
      into
      by XTL without the prior written consent of DOV, which consent shall not be
      unreasonably withheld, delayed or conditioned.




15


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      material redacted and filed separately with the Commission.




(b)  *Enforcement
      by DOV* .
      If XTL
      elects not to bring any action for infringement described in Section 7.3(a) and so
      notifies DOV, then DOV may bring such action at its own expense, in its own
      name
      and entirely under its own direction and control, subject to the following.
      XTL
      shall reasonably assist DOV (at DOV’s expense) in any action or proceeding being
      prosecuted if so requested, and shall lend its name to such actions or
      proceedings if requested by DOV or required by applicable Laws. XTL shall have
      the right to participate and be represented in any such suit by its own counsel
      and at its own expense. No settlement of any such action or proceeding which
      restricts the scope, or adversely affects the enforceability, of a DOV Patent
      Right may be entered into by DOV without the prior written consent of XTL,
      which
      consent shall not be unreasonably withheld, delayed or conditioned.




(c)  *Damages* . In
      the
      event that either Party exercises its rights under this
      Section 7.3 (the
“ Exercising
      Party ”)
      and
      recovers any damages or other sums in such action or proceeding or in settlement
      thereof (“ Recovery ”),
      then
      after deducting the costs and expenses borne by such Exercising Party in
      prosecuting or defending such action, proceeding or settlement, and, in the
      event the other Party participated in the action, proceeding or settlement,
      after deducting the costs and expenses borne by such other Party in prosecuting
      or defending such action, proceeding or settlement, the Exercising Party shall
      be entitled to ***** percent (*****%) of the remainder of such Recovery and
      the
      other Party, regardless of whether such other Party participated in the action,
      proceeding or settlement, shall be entitled to ***** percent (*****%) of the
      remainder of such Recovery.




(d)  *Withdrawal* .
      If
      either Party brings an action or proceeding under this Section 7.3 and
      subsequently ceases to pursue or withdraws from such action or proceeding,
      it
      shall promptly notify the other Party and the other Party may substitute itself
      for the withdrawing Party under the terms of this Section 7.3 .




7.4  Patent
      Extensions; Orange Book Listings; Patent Certifications .




(a)  *Patent
      Term Extension* .
      XTL
      shall have the sole right to make any elections with respect to obtaining patent
      term extension or supplemental protection certificates or their equivalents
      in
      any country with respect to DOV Patent Rights. XTL shall notify DOV in the
      event
      XTL determines it will not make such elections or their equivalent. Upon such
      notice from XTL, DOV may make elections with respect to obtaining patent term
      extension or supplemental protection certificates or their equivalents in any
      country with respect to DOV Patent Rights




(b)  *Data
      Exclusivity* .
      With
      respect to any data exclusivity periods, such as those periods listed in the
      FDA’s Orange Book (including any available pediatric exclusivities) or other
      exclusivity periods under national implementations of Article 10.1(a)(iii)
      of
      Directive 2001/EC/83 (and all equivalents in any country), XTL shall have the
      sole right to seek and maintain all such data exclusivity periods available
      for
      the Licensed Compound or Licensed Product.




(c)  *Notification
      of Patent Certification* .
      Each
      Party shall notify and provide the other Party with copies of any allegations
      of
      alleged patent invalidity, unenforceability or non-infringement of a DOV Patent
      Right pursuant to a Paragraph IV Patent Certification by a Third Party filing
      an
      Abbreviated New Drug Application, an application under §505(b)(2) or any other
      similar patent certification by a Third Party, and any foreign equivalent
      thereof. Such notification and copies shall be provided to the other Party
      within five (5) business days after a Party receives such certification, and
      shall be sent to the address set forth in Section 12.6 .




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        material redacted and filed separately with the Commission.


SECTION
      8.  Confidential
      Information and Publicity .




8.1  Confidentiality .




(a)  *Confidential
      Information* .
      Except
      as expressly provided herein, each of the Parties agrees that, for itself and
      its Affiliates, and for as long as this Agreement is in effect and for a period
      of ***** years thereafter, a Receiving Party shall (i) not disclose such
      Confidential Information to any Third Party without the prior written consent
      of
      the Disclosing Party, except for disclosures expressly permitted below, and
      (ii) not use such Confidential Information for any purpose except those
      licensed or otherwise authorized or permitted by this Agreement. For clarity,
      all Confidential Information of XTL received by or disclosed to DOV hereunder
      shall be used by DOV only for ensuring that XTL complies with its obligations
      hereunder and that DOV complies with its obligations under the Wyeth Agreement
      and for no other purposes.




(b)  *Exceptions* .
      The
      obligations in Section 8.1(a) shall
      not apply with respect to any portion of the Confidential Information that
      the
      Receiving Party can show by competent proof:




(i)  is
      publicly disclosed by the Disclosing Party, either before or after it is
      disclosed to the Receiving Party hereunder;




(ii)  was
      known
      to the Receiving Party or any of its Affiliates, without any obligation to
      keep
      it confidential or any restriction on its use, prior to disclosure by the
      Disclosing Party;




(iii)  is
      subsequently disclosed to the Receiving Party or any of its Affiliates by a
      Third Party lawfully in possession thereof and without any obligation to keep
      it
      confidential or any restriction on its use;




(iv)  is
      published by a Third Party or otherwise becomes publicly available or enters
      the
      public domain, either before or after it is disclosed to the Receiving Party;
      or




(v)  has
      been
      independently developed by employees or contractors of the Receiving Party
      or
      any of its Affiliates without the aid, application or use of Confidential
      Information of the Disclosing Party.




8.2  Authorized
      Disclosures . The
      Parties may disclose Confidential Information belonging to either Party to
      the
      extent such disclosure is reasonably necessary ,
      in
      order to comply with applicable Laws, in connection with prosecuting or
      defending litigation, making regulatory filings, and filing, prosecuting and
      enforcing patent applications and patents .
      Other
      than making a regulatory filing, prior to publishing any Clinical Data regarding
      the Licensed Compound, XTL shall provide DOV with a reasonable opportunity
      to
      review and comment on the proposed publication (which notice shall be no less
      than one business day under any circumstances). Prior to the Effective Date,
      DOV
      submitted certain articles for publication by various journals. The Parties
      agree that the publication of such articles after the Effective Date shall
      not
      be a breach by DOV of its obligations under this Agreement. XTL shall, in
      connection with all publications regarding the Licensed Compound, indicate
      that
      the Licensed Compound is licensed by XTL from DOV.




8.3  Terms
      of this Agreement; Publicity .
      The
      Parties agree that the terms of this Agreement shall be treated as Confidential
      Information of both Parties. Each
      Party agrees not to issue any press release or other public statement disclosing
      information relating to this Agreement or the transactions contemplated hereby
      or the terms hereof without the prior written consent of the other Party, except
      that:




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        material redacted and filed separately with the Commission.


(a)  DOV
      shall
      be permitted to disclose the terms hereof to Wyeth; and




(b)  The
      Parties shall each be permitted to disclose the terms of this Agreement (i)
      in
      communication with investors, consultants, advisors or others on a need-to-know
      basis, in each case under appropriate confidentiality provisions substantially
      equivalent to those of this Agreement; (ii) as necessary to comply with
      applicable governmental Laws and regulations (including, without limitation,
      the
      rules and regulations of the Securities and Exchange Commission or any national
      securities exchange) and with judicial process; or (iii) to other parties under
      a written confidentiality agreement.




8.4  Relationship
      to the Confidentiality Agreement .
      This
      Agreement supersedes the Confidentiality Agreement, provided that all
“Confidential Information” disclosed or received by the Parties thereunder shall
      be deemed “Confidential Information” hereunder and shall be subject to the terms
      and conditions of this Agreement.




Section
      9.  ***** .




9.1  As
      stated
      in Sections 9.2 and 9.3 ,
      XTL
      shall keep (and XTL shall cause its Sublicensees to keep under terms and
      conditions equal to those set forth in this Section
      9 )
      DOV,
      during the term of this Agreement, promptly and fully informed of all
      pharmaceutical, toxicological and clinical findings relating to ***** of the
      Licensed Product or Licensed Compound. DOV shall be permitted to share with
      Wyeth all data and information provided under this Section
      9 by
      XTL.




9.2  XTL
      undertakes to notify DOV promptly with written confirmation by immediate
      telecopy of any information concerning *****, reasonably associated with
      clinical studies or attributed to the use or application of the Licensed Product
      or Licensed Compound. In any event the above notification shall be made within
      two (2) working days after Licensee first learns or is advised of relevant
      information with respect to such *****.




9.3  XTL
      shall
      also forward regularly (and usually every six (6) months unless the Parties
      agree on another period) to DOV any information on *****.




9.4  XTL
      shall
      provide upon request the information on *****.




9.5  XTL
      shall
      inform DOV, without delay, of any governmental action, correspondence or reports
      to or from Governmental Authorities that may affect the situation of the
      Licensed Product or Licensed Compound and furnish DOV with copies of any
      relevant documents relating thereto.




Section
      10.  Warranties;
      Limitations of Liability; Indemnification ;
      Covenants.




10.1  Representations
      and Warranties of Both Parties .
      Each
      Party represents and warrants to the other Party, as of the Effective Date,
      that:




(a)  Such
      Party is a corporation duly organized, validly existing and in good standing
      under the Laws of the state in which it is incorporated, and it has full right
      and authority to enter into this Agreement and to accept the rights
      and licenses granted
      as herein described.




(b)  This
      Agreement has been duly authorized by all requisite corporate action, and when
      executed and delivered will become a valid and binding contract of such Party
      enforceable against it in
      accordance with its terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium and other Laws affecting creditors’ rights generally
      from time to time if effect, and to general principles of equity.




18




(c)  The
      execution, delivery and performance of this Agreement does not conflict with
      any
      other agreement, contract, instrument or understanding, oral or written, to
      which such Party is bound, nor will it violate any law applicable to such
      Party.




(d)  All
      necessary consents, approvals and authorizations of all regulatory and
      Governmental Authorities and other persons or entities required to be obtained
      by such Party in connection with the execution and delivery of this Agreement
      and the performance of its obligations hereunder have been
      obtained.




10.2  DOV
      Representations and Warranties .
      DOV
      covenants, represents and warrants to XTL that as of the Effective
      Date:




(a)  DOV
      Controls the patents and patent applications that are included within the DOV
      Patent Rights as of the Effective Date and DOV Controls the DOV Know-How, in
      both cases, for use with the Licensed Compound within the Field;




(b)  To
      the
      best of its knowledge and belief, all of the issued patents within the DOV
      Patent Rights are in good standing;




(c)  To
      the
      best of its knowledge and belief, DOV is not aware of any notice from any Third
      Party asserting any ownership rights to any DOV Know-How for use with the
      Licensed Compound within the Field;




(d)  To
      the
      best of its knowledge and belief, DOV is not aware of any pending or threatened
      action, suit, proceeding or claim by a Third Party asserting that DOV is
      infringing or has misappropriated or otherwise is violating any patent, trade
      secret or other proprietary right of any Third Party as would reasonably be
      expected to result in DOV being unable to grant the rights and licenses to
      XTL
      under this Agreement;




(e)  DOV
      has
      not granted any right or license or other encumbrance of any kind to any Third
      Party relating to the DOV Patent Rights and DOV Know-How that conflicts with
      any
      of the rights granted to XTL hereunder;




(f)  Except
      as
      set forth on Schedule 10.2(f), there are no claims, actions, or proceedings
      pending or, to DOV’s knowledge, threatened; nor are there any formal inquiries
      or notices that may lead to the institution of such legal proceedings, against
      DOV or its Affiliates or Wyeth or its Affiliates, which if adversely decided,
      would, individually or in the aggregate, have a material adverse effect on,
      or
      prevent DOV’s ability to grant the licenses and assignments to XTL contemplated
      hereunder; and




(g)  Except
      as
      otherwise noted on Exhibit
      C ,
      all
      inventory of the Licensed Compound set forth on Exhibit
      C ,
      whether
      in the form of the active pharmaceutical ingredient, intermediate, or finished
      product, has been manufactured in compliance with current Good Manufacturing
      Practices as provided by the FDA (“ cGMP ”).




19




10.3   Disclaimer . EXCEPT
      AS
      EXPRESSLY SET FORTH HEREIN, NEITHER DOV NOR XTL MAKES ANY REPRESENTATION OR
      WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE.




10.4  Limitation
      of Liability .
      NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, NEITHER PARTY SHALL
      BE
      LIABLE TO THE OTHER OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF
      THIS AGREEMENT FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES; PROVIDED,
      HOWEVER, THAT THIS SECTION 10.4 SHALL
      NOT APPLY TO THE PARTIES’ INDEMNIFICATION RIGHTS AND OBLIGATIONS UNDER
      SECTIONS 10.6(a) AND 10.6(b) .




10.5  Performance
      by Affiliates .
      The
      Parties recognize that each Party may perform some or all of its obligations
      under this Agreement through Affiliates and Third Party contractors provided,
      however, that each Party shall remain responsible and liable for the performance
      by its Affiliates and Third Party contractors and shall cause its Affiliates
      and
      Third Party contractors to comply with the provisions of this Agreement in
      connection therewith.




10.6  Indemnification .




(a)  *XTL
      Indemnity* .
      XTL
      hereby agrees to indemnify and hold DOV and its Affiliates, and their respective
      employees, directors, agents and contractors, and their respective successors,
      heirs and assigns **** and
      representatives (“ DOV
      Indemnitees ”)
      harmless from and against all claims, liability, threatened claims, damages,
      expenses (including reasonable attorneys’ fees), suits, proceedings, losses or
      judgments, whether for money or equitable relief, of any kind, including death,
      personal injury, illness, product liability or property damage or the failure
      to
      comply with applicable law (collectively, “ Losses ”),
      arising from any Third Party claim due to the use, manufacture, sale,
      development or commercialization of any Licensed Compounds or Licensed Products
      by or for XTL or any of its Affiliates, Sublicensees, agents and contractors,
      except to the extent that such Losses arise from (a) the negligence,
      recklessness or willful misconduct of any DOV Indemnitees or (b) any breach
      of this Agreement by DOV.




(b)  *DOV
      Indemnity* .
      DOV
      hereby agrees to indemnify and hold XTL, its Affiliates and Sublicensees, and
      their respective employees, directors, agents and contractors, and their
      respective successors, heirs and assigns **** and
      representatives (“ XTL
      Indemnitees ”)
      harmless from and against all Losses arising from any Third Party claim due
      to the
      use,
      manufacture, sale, development or commercialization of any Licensed Compounds
      or
      Licensed Products by or for DOV or any of its Affiliates, licensees (other
      than
      XTL and its Affiliates and Sublicensees), agents and contractors, except to
      the
      extent that such Losses arise from (a) the negligence, recklessness or
      willful misconduct of any XTL Indemnitees or (b) any breach of this
      Agreement by XTL.




(c)  *Indemnification
      Procedure* .
      A claim
      to which indemnification applies under Section 10.6(a) or
      Section 10.6(b) shall be
      referred to herein as a “Claim.” If any person or entity (each, an “ Indemnitee ”)
      intends to claim indemnification under this Section 10.6 ,
      the
      Indemnitee shall notify the other Party (the “ Indemnitor ”)
      in
      writing promptly upon becoming aware of any claim that may be a Claim (it being
      understood and agreed, however, that the failure by an Indemnitee to give such
      notice shall not relieve the Indemnitor of its indemnification obligation under
      this Agreement except and only to the extent that the Indemnitor is actually
      prejudiced as a result of such failure to give notice). The Indemnitor shall
      have the right to assume and control the defense of such Claim at its own
      expense with counsel selected by the Indemnitor and reasonably acceptable to
      the
      Indemnitee; provided, however, that an Indemnitee shall have the right to retain
      its own counsel, with the fees and expenses to be paid by the Indemnitee, if
      representation of such Indemnitee by the counsel retained by the Indemnitor
      would be inappropriate
      due to actual or potential differing interests between such Indemnitee and
      any
      other party represented by such counsel in such proceedings. If the Indemnitor
      does not assume the defense of such Claim as aforesaid, the Indemnitee may
      defend such Claim but shall have no obligation to do so. The Indemnitee shall
      not settle or compromise any Claim without the prior written consent of the
      Indemnitor, and the Indemnitor shall not settle or compromise any Claim in
      any
      manner which would have an adverse effect on the Indemnitee’s interests, without
      the prior written consent of the Indemnitee, which consent, in each case, shall
      not be unreasonably withheld. The Indemnitee shall reasonably cooperate with
      the
      Indemnitor at the Indemnitor’s expense and shall make available to the
      Indemnitor all pertinent information under the control of the Indemnitee, which
      information shall be subject to Section 8.1 .




20




10.7  Insurance . XTL
      and
      its Sublicensees shall, beginning with the initiation of the first clinical
      trial for a Licensed Product, maintain at all times during the development
      and
      commercialization of the Licensed Compound a comprehensive general liability
      insurance from a recognized, creditworthy insurance company, on a claims-made
      basis, with endorsements for contractual liability, product liability and
      clinical trials, and with coverage limits at least equal to those that are
      customary in the industry. DOV and Wyeth shall be named as additional insureds
      on all such insurance policies. Within ten (10) days following written request
      by DOV, XTL shall furnish to DOV a certificate of insurance evidencing such
      coverage, and undertakes to communicate to DOV during the term of this Agreement
      any modifications to such coverage.




10.8  Covenants .




(a)  DOV
      shall
      not knowingly take any action, or omit to take any action, that it reasonably
      expects would (i) encumber any of its right, title and interest in and to the
      Licensed Compounds or the Licensed Products in any way that would have a
      material adverse effect on the rights and licenses granted to XTL hereunder,
      or
      (ii) cause DOV to be in breach under the Wyeth Agreement.




(b)  Neither
      DOV, nor any of its Affiliates, will conduct research or development activities
      with Wyeth, or any of its Affiliates, relating to the use of Bicifadine in
      the
      Retained Rights Field (as defined in the Wyeth Agreement).




(c)  XTL
      shall
      only pay amounts due under this Agreement in shares of Publicly Traded Stock
      if,
      at the time of such payment, all material information regarding XTL Ltd. has
      been disclosed to the public.




Section
      11.  Term
      and Termination .




11.1  Term .
      This
      Agreement shall commence as of the Effective Date and, unless sooner terminated
      in accordance with the terms hereof or by mutual written consent, shall continue
      on a Licensed Product-by-Licensed Product and country-by-country basis until
      the
      end of the Royalty Term with respect to such Licensed Product in such country.
      Upon the end of the Royalty Term for each country and each Licensed Product,
      the
      license grants contained in Section 2.1 shall
      become non-exclusive, perpetual, irrevocable and fully paid up with respect
      to
      such Licensed Product in such country.




11.2  Termination
      By DOV .
      DOV
      shall have the right to terminate this Agreement, in DOV’s sole discretion, as
      follows :




(a)  *Insolvency* .
      DOV
      shall have the right to terminate this Agreement upon delivery of written notice
      to XTL in the event that: (i) XTL fails to or is unable to make payments to
      DOV
      or to any third parties as and when they become due and payable in the ordinary
      course of business, (ii) a liquidation proceeding under any state or United
      States bankruptcy Law, receivership Law, or the like, as they
      now
      exist, or as they may be amended, is commenced by XTL, (iii) if XTL is served
      with an involuntary petition against it in any insolvency proceeding, upon
      the
      ninety-first (91st) day after such service if such involuntary petition has
      not
      previously been stayed or dismissed, or (iv) upon the making by XTL of an
      assignment of substantially all of its assets for the benefit of its
      creditors.




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(b)  *Breach* .
      Subject
      to Section 11.2(c) below,
      DOV shall have the right to terminate this Agreement, at DOV’s sole discretion,
      upon delivery of written notice to XTL in the event of any material **** breach
      by
      XTL of any terms and conditions of this Agreement, *provided* that
      such breach has not been cured within sixty (60) days after written notice
      thereof is given by DOV to XTL specifying the nature of the alleged breach, *provided,
      however* ,
      that to
      the extent such material breach involves the failure to make a payment when
      due,
      such breach must be cured within thirty (30) days after written notice thereof
      is given by DOV to XTL.




(c)  *Disputed
      Breach* .
      If XTL
      disputes in good faith the existence or materiality of a breach specified in
      a
      notice provided by DOV pursuant to Section 11.2(b) and XTL
      provides notice to DOV of such dispute within the applicable thirty (30) day,
      sixty (60) day or three (3) month period, DOV shall not have the right to
      terminate this Agreement unless and until the existence of such material breach
      or failure by XTL has been determined in accordance with
      Section 12.7 and XTL
      fails to cure such breach within sixty (60) days following such determination
      (except to the extent such breach involves the failure to make a payment when
      due, which breach must be cured within ten (10) business days following such
      determination). It is understood and acknowledged that during the pendency
      of
      such a dispute, all of the terms and conditions of this Agreement shall remain
      in effect and the Parties shall continue to perform all of their respective
      obligations hereunder; provided, however, that any payments that are made by
      one
      Party to the other Party pursuant to this Agreement pending resolution of the
      dispute shall be paid into escrow (such payments, the “ Escrow
      Funds ”)
      with
      an escrow agent mutually selected by the Parties according to an escrow
      agreement in form and substance reasonably satisfactory to the Parties. The
      Parties further agree that any Escrow Funds shall be promptly refunded from
      the
      escrow if an arbitrator or court determines pursuant to
      Section 12.7 that
      such Escrow Funds are to be refunded by one Party to the other
      Party.




(d)  *Scope
      of Termination* .
      Except
      as otherwise expressly provided herein, termination of this Agreement shall
      be
      as to all countries in the Territory and all Licensed Products.




11.3  Termination
      by XTL .




(a)  At
      XTL’s
      discretion, effective upon ***** prior written notice in the case where NDA
      Approval or other Approval has not been obtained for the applicable Licensed
      Product or upon ***** prior written notice in the case where NDA Approval or
      other Approval has been obtained for the applicable Licensed Product, XTL may
      terminate this Agreement for any reason.




(b)  In
      addition, XTL may terminate this Agreement in the event of material breach
      by
      DOV, *provided* that
      such breach has not been cured within sixty (60) days after written notice
      thereof is given by XTL to DOV. **** I f
      DOV
      disputes in good faith the existence or materiality of such breach and provides
      notice to XTL of such dispute within such sixty (60) day period, XTL shall
      not
      have the right to terminate this Agreement in accordance with this
      Section 11.3 (b) unless
      and until it has been determined in accordance with Section 12.7 that
      this Agreement was materially breached by DOV and DOV fails to cure such breach
      within sixty (60) days following such determination. It is understood and
      acknowledged that during the pendency of such a dispute, all of the terms and
      conditions of this Agreement shall remain in effect and the Parties shall
      continue to perform all of their respective obligations hereunder. The Parties
      further agree that any payments that are made by one Party to the other Party
      pursuant to this Agreement pending resolution of the dispute shall be promptly
      refunded if an arbitrator or court determines pursuant to
      Section 12.7 that
      such payments are to be refunded by one Party to the other Party.




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11.4  Effect
      of Termination .
      Upon
      termination (or, in the case of clauses (c) below, expiration) of this Agreement
      under Section 11.3(a) or
      Section 11.2 ,
      either
      in its entirety or with respect to one or more applicable country (each a
“ Terminated
      Country ”;
      the
      rights and obligations of the Parties as to the remaining countries of the
      Territory in which termination under Section 11.2 has not
      occurred, being unaffected by such termination):




(a)  All
      rights and licenses granted to XTL in Section
      2 shall
      terminate with respect to each Terminated Country, all rights of XTL under
      the
      DOV Patent Rights and DOV Know-How shall revert to DOV, and XTL shall cease
      all
      use of the DOV Patent Rights, DOV Know-How and Trademarks and Corporate Names
      of
      DOV and its Affiliates with respect to each Terminated Country.




(b)  With
      respect to each Terminated Country, XTL shall assign to DOV XTL’s right, title
      and interest in all regulatory filings (including, without limitation, all
      NDAs)
      and Approvals and other documents relating to or necessary to further develop
      and commercialize Licensed Compounds and Licensed Products, as they exist as
      of
      the date of such termination, and XTL shall provide to DOV one (1) copy of
      the
      foregoing documents and filings and all documents and filings contained in
      or
      referenced in any such filings, together with the raw and summarized data for
      any preclinical and clinical studies of the Licensed Compounds and such Licensed
      Product (and where reasonably available, electronic copies thereof) at DOV’s
      cost. In addition, upon request by DOV, XTL shall grant to DOV the right to
      access and reference any other documents (including but not limited to
      regulatory filings) that are available to XTL and reasonably necessary for
      DOV
      to further develop, manufacture and commercialize the Licensed Compounds and
      Licensed Product for the Terminated Country. Without limiting the foregoing
      in
      this paragraph, to the extent applicable, XTL’s obligations under
      Section 7.4 shall
      continue with respect to the Terminated Country.




(c)  All
      amounts due or payable to DOV that were accrued, or that arise out of acts
      or
      events occurring, prior to the effective date of termination or expiration
      shall
      remain due and payable; but (except as otherwise expressly provided herein)
      no
      additional amounts shall be payable based on events occurring after the
      effective date of termination or expiration.




(d)  Should
      XTL have any inventory of the Licensed Compound suitable for use in clinical
      trials in each Terminated Country, XTL shall offer to sell such Licensed
      Compound to DOV at ***** (but DOV shall be under no obligation to purchase
      same
      unless it agrees to do so in writing at such time).




(e)  XTL
      shall
      assign (or, if applicable, cause its Affiliate to assign) to DOV all of XTL’s
      (and such Affiliates’) right, title and interest in and to any registered or
      unregistered trademark, trademark application, trade name or internet domain
      name that is specific to a Licensed Product (it being understood that the
      foregoing shall not include any trademarks or trade names that contain XTL’s
      name) in each Terminated Country.




(f)  XTL
      shall
      grant to DOV a license, which license shall be exclusive with respect to each
      Terminated Country, with the right to grant sublicenses, under all patent rights
      owned or Controlled by Licensee as of the Termination Date to make, use, import,
      sell and offer for sale and otherwise develop and commercialize the Licensed
      Product and Licensed Compound in the Terminated Country. In consideration of
      the
      license granted by XTL to DOV in accordance with this Section  11.4(f) ,
      DOV
      shall pay XTL a royalty on a product-by-product basis at a rate equal to *****
      percent (***** %) of Net Sales (with the roles of DOV and XTL reversed for
      purposes of the definition of Net Sales and for Section 6.5 )
      of the
      Licensed Product in the Terminated Country. The maximum cumulative royalty
      payments under this Section 11.4(f) shall
      not exceed ***** percent (*****%) of the payments due and payable by XTL to
      DOV
      under this Agreement prior to
      the time XTL grants DOV a license in accordance with this Section 11.4(f) .




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(g)  Neither
      Party shall be relieved of any obligation that accrued prior to the effective
      date of such termination or expiration.




(h)  DOV
      shall
      have the right to retain all amounts previously paid to DOV by XTL, subject
      to
      any applicable determination of an arbitrator or court pursuant to
      Section 11.6 .




11.5  Survival .
      The
      following provisions shall survive termination or expiration of this Agreement,
      as well as any other provision which by its terms or by the context thereof,
      is
      intended to survive such termination: Section
      1 (as
      applicable), Section 2.1(a)(i) , Section
      5 (with
      respect to obligations arising prior to expiration or termination of this
      Agreement), Section
      6 (with
      respect to obligations arising prior to expiration or termination of this
      Agreement). Section 7.3(c) (with
      respect to an action, suit or proceeding commenced prior to termination),
      Section 7.4(c) , Section
      8 ,
      Section 10.3 ,
      Section 10.4 ,
      Section 10.6 ,
      Section 11.4 ,
      Section 11.5 ,
      Section 11.6 and Section
      12 .
      Termination or expiration of this Agreement shall not relieve the Parties of
      any
      liability or obligation which accrued hereunder prior to the effective date
      of
      such termination or expiration nor preclude either Party from pursuing all
      rights and remedies it may have hereunder or at law or in equity, subject to
      Section 12.7 ,
      with
      respect to any breach of this Agreement nor prejudice either Party’s right to
      obtain performance of any obligation. All other obligations shall terminate
      upon
      expiration of this Agreement.




11.6  Bankruptcy .
      The
      Parties agree that in the event a Party becomes a debtor under Title 11 of
      the
      U.S. Code (“ Title
      11 ”),
      this
      Agreement shall be deemed to be, for purposes of Section 365(n) of Title
      11, a license to rights to “intellectual property” as defined therein. Each
      Party hereunder shall have the rights and elections as specified in Title 11.
      Any agreements supplemental hereto shall be deemed to be “agreements
      supplementary to” this Agreement for purposes of Section 365(n) of Title
      11.


Section
      12.  General
      Provisions .




12.1  Efforts
      to Consummate; Certain Governmental Matters .
      Upon
      the terms and subject to the conditions herein provided, each of the Parties
      agrees to use its reasonable best efforts to provide or cause to be provided
      promptly to each Governmental Authority with regulatory jurisdiction over
      enforcement of any applicable Competition Laws (“ Governmental
      Antitrust Authority ”)
      information and documents requested by such Governmental Antitrust Authority
      or
      necessary, proper or advisable to permit consummation of the license of the
      Licensed Compounds and Licensed Products and the other transactions contemplated
      by this Agreement. Subject
      to appropriate confidentiality protections, each of the Parties hereto will
      furnish to the other Party’s counsel such necessary information and reasonable
      assistance as such other Party may reasonably request in connection with the
      foregoing and will keep the other Party reasonably informed with respect to
      any
      consent, authorization, order or approval of, or exemption by, sought from
      any
      Governmental Authority in connection with this Agreement and the transactions
      contemplated hereby. For
      purposes of this Section 12.1 ,
      “Competition Laws” shall mean statutes, rules, regulations, orders, decrees,
      administrative and judicial doctrines and other Laws of any jurisdiction that
      are designed or intended to prohibit, restrict or regulate actions that may
      have
      the purpose or effect of creating a monopoly, lessening competition or
      restraining trade.




12.2  Assignment . Except
      as
      provided by Section 2.1 , 6.5 or 10.5 ,
      neither
      Party may assign this Agreement, delegate its obligations or otherwise transfer
      licenses or other rights created by this Agreement, without the prior written
      consent of the other Party, which consent shall not be unreasonably withheld;
      provided that each Party may assign this Agreement as a whole without such
      consent to an Affiliate of such Party; provided, further, that DOV may assign
      this Agreement as a whole without such consent in connection with the
      acquisition (whether by merger, consolidation, sale or otherwise) of DOV or
      of
      that part of DOV’s business to which this Agreement relates. Any assignment or
      transfer in violation of this Section 12.2 shall be
      void. This Agreement shall inure to the benefit of, and be binding upon, the
      legal representatives, successors and permitted assigns of the
      Parties.




24




12.3  Force
      Majeure . Neither
      Party shall be responsible for failure or delay in the performance of any of
      its
      obligations hereunder due to Force Majeure. Force Majeure shall mean any
      circumstance that, due to an event or a legal position beyond the Party’s
      reasonable control, renders impossible the fulfillment of any of the Party’s
      obligations hereunder, such as, but not limited to, acts of God, acts,
      regulations, or Laws of any government, war, civil commotion, destruction of
      facilities or materials by fires, earthquakes, or storms, labor disturbances,
      shortages of public utilities, common carriers, or raw materials, or any other
      cause, or causes of similar effects, except, however, any economic occurrence.
      During any such case of Force Majeure, this Agreement shall not be terminated,
      but only suspended and the Party so affected shall continue to perform its
      obligations as soon as such case of Force Majeure is removed or
      alleviated.




12.4  Severability .
      If any
      one or more of the provisions contained in this Agreement is held invalid,
      illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained herein shall not in any
      way
      be affected or impaired thereby, unless the absence of the invalidated
      provision(s) adversely affects the substantive rights of the Parties. The
      Parties shall in such an instance use their reasonable best efforts to replace
      the invalid, illegal or unenforceable provision(s) with valid, legal and
      enforceable provision(s) which, insofar as practical, implement the purposes
      of
      this Agreement.




12.5  Amendment;
      Waiver .
      This
      Agreement may not be modified, amended or rescinded, in whole or part, except
      by
      a written instrument signed by the Parties; provided that any unilateral
      undertaking or waiver made by one Party in favor of the other shall be
      enforceable if undertaken in a writing signed by the Party to be charged with
      the undertaking or waiver. No delay or omission by either Party hereto in
      exercising any right or power occurring upon any noncompliance or default by
      the
      other Party with respect to any of the terms of this Agreement shall impair
      any
      such right or power or be construed to be a waiver thereof. A waiver by either
      of the Parties of any of the covenants, conditions or agreements to be performed
      by the other shall not be construed to be a waiver of any succeeding breach
      thereof or of any other covenant, condition or agreement herein
      contained.




12.6  Notices . Except
      as
      otherwise provided herein, all notices under this Agreement shall be sent by
      certified mail or by overnight courier service, postage prepaid, to the
      following addresses of the respective Parties:


If
                  to XTL, to:
              XTL
                  Biopharmaceuticals, Inc.750
                  Lexington Avenue, 20thFloorNew
                  York, New York 10022Attention:
                  Ron BentsurFacsimile:
                  (212) 531-5961With
                  a required copy to:
              Alston
                  & Bird LLP90
                  Park AvenueNew
                  York, New York 10016Attention:
                  Mark F. McElreathFacsimile:
                  (212) 210-9444
   25
   If
                  to DOV, to:
              DOV
                  Pharmaceutical, Inc.150
                  Pierce StreetSomerset,
                  New Jersey 08873Attention:
                  PresidentFacsimile:
                  (732) 907-3799With
                  arequiredcopy
                  to:
              Goodwin
                  Procter LLP53
                  State StreetBoston,
                  MA 02109Attention:
                  Kingsley L. Taft, Esq.Facsimile:
                  (617) 523-1231




or
      to
      such address as each Party may hereafter designate by notice to the other Party.
      A notice shall be deemed to have been given on the date it is received by all
      required recipients for the noticed Party.




12.7  Dispute
      Resolution .
      Disputes arising under or in connection with this Agreement shall be resolved
      pursuant to this Section 12.7 ; provided,
      however, that in the event a dispute cannot be resolved without an adjudication
      of the rights or obligations of a Third Party (other than a DOV Indemnitee
      or
      XTL Indemnitee identified in Sections 10.6(a) or 10.6(b) ,
      as
      applicable), the dispute procedures set forth in this Section 12.7 shall be
      inapplicable as to such dispute.




(a)  In
      the
      event of a dispute between the Parties, the Parties shall first attempt in
      good
      faith to resolve such dispute by negotiation and consultation between
      themselves. In the event that such dispute is not resolved on an informal basis
      within forty-five (45) days, any Party may, by written notice to the other,
      have
      such dispute referred to each of the Parties’ respective CEOs
      or
      his or her designee (who shall be a senior executive), who shall attempt
      in good faith to resolve such dispute by negotiation and consultation for a
      thirty (30) day period following receipt of such written notice .




(b)  In
      the
      event the Parties’ CEOs (or designees) are not able to resolve such dispute,
      either Party may at any time after such 30-day period submit such dispute to
      be
      finally settled by arbitration administered  in
      accordance with the Commercial
      Arbitration Rules of the American
      Arbitration Association (“ AAA ”)
      in
      effect at the time of submission. The arbitration shall be heard and determined
      by three (3) arbitrators. XTL and DOV shall each appoint one (1) arbitrator
      and the third arbitrator shall be selected by the two Party-appointed
      arbitrators, or, failing
      agreement within sixty (60) days following the date of receipt by the respondent
      of the claim,  by
      the
      AAA. Such arbitration shall take place in New York, NY. The arbitration award
      so
      given shall be a final and binding determination of the dispute, shall be
      fully enforceable in any court of competent jurisdiction, and
      shall not include any damages expressly prohibited by Section 10.4 .




(c)  Costs
      of
      arbitration are to be divided by the Parties in the following manner: XTL shall
      pay for the arbitrator it chooses, DOV shall pay for the arbitrator it chooses,
      and the costs of the third arbitrator shall be divided equally between
      the Parties.
      Except in a proceeding to enforce the results of the arbitration or as otherwise
      required by law, neither Party nor any arbitrator may disclose the existence,
      content or results of any arbitration hereunder without the prior written
      consent of both Parties.




12.8  Applicable
      Law .
      This
      Agreement shall be governed by and construed in accordance with the Laws of
      the
      State of New York, without regard to its conflicts of law
      provisions.




12.9  Further
      Assurances .
      Each
      Party agrees to do and perform all such further acts and things and shall
      execute and deliver such other agreements, certificates, instruments and
      documents necessary or that the other Party may deem advisable in order to
      carry
      out the intent and accomplish the purposes of this Agreement and to evidence,
      perfect or otherwise confirm its rights hereunder.




26




12.10  Relationship
      of the Parties .
      Each
      Party is an independent contractor under this Agreement. Nothing contained
      herein is intended or is to be construed so as to constitute DOV and XTL as
      partners, agents or joint venturers. Neither Party shall have any express or
      implied right or authority to assume or create any obligations on behalf of
      or
      in the name of the other Party or to bind the other Party to any contract,
      agreement or undertaking with any Third Party. There are no express or implied
      third party beneficiaries hereunder (except for XTL Indemnitees other than
      XTL
      and DOV Indemnitees other than DOV for purposes of Section 10.6 ).




12.11  Entire
      Agreement .
      This
      Agreement (along with the Exhibits), together with the Wyeth Agreement, contains
      the entire understanding of the Parties with respect to the subject matter
      hereof and supersedes and replaces any and all previous arrangements and
      understandings, including the Confidentiality Agreement, whether oral or
      written, between the Parties with respect to the subject matter
      hereof.




12.12  Headings .
      The
      captions to the several Sections hereof are not a part of this Agreement, but
      are merely guides or labels to assist in locating and reading the several
      Sections hereof.




12.13  Waiver
      of Rule of Construction .
      Each
      Party has had the opportunity to consult with counsel in connection with the
      review, drafting and negotiation of this Agreement. Accordingly, the rule of
      construction that any ambiguity in this Agreement shall be construed against
      the
      drafting party shall not apply.




12.14  Interpretation . Whenever
      any provision of this Agreement uses the term “including” (or “includes”), such
      term shall be deemed to mean “including without limitation” (or “includes
      without limitations”). “Herein,”
      “hereby,” “hereunder,” “hereof” and other equivalent words refer to this
      Agreement as an entirety and not solely to the particular portion of this
      Agreement in which any such word is used. All
      definitions set forth herein shall be deemed applicable whether the words
      defined are used herein in the singular or the plural. Unless
      otherwise provided, all references to Sections and Exhibits in this Agreement
      are to Sections and Exhibits of this Agreement. References
      to any Sections include Sections and subsections that are part of the related
      Section ( *e.g* .,
      a
      section numbered “Section 2.1 ”
would
      be part of “ Section
      2 ”,
      and
      references to “Section 2.1 ”
would
      also refer to material contained in the subsection described as
“Section 2.1(a) ”)




12.15  Counterparts;
      Facsimiles .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one and the same
      instrument. Facsimile
      execution and delivery of this Agreement by either Party shall constitute a
      legal, valid and binding execution and delivery of this Agreement by such
      Party.




[ *Remainder
      of this Page Intentionally Left Blank* ]




27


IN
      WITNESS WHEREOF, the Parties have caused this License Agreement to be executed
      by their respective duly authorized officers as of the Effective
      Date.


**DOV PHARMACEUTICAL,
              INC.**By:
            /s/ Barbara Duncan(Signature)Name:Barbara
              DuncanTitle:President
              and CFODate:January
              15, 2007




**XTL DEVELOPMENT,
              INC.**By:
            /s/ Ron Bentsur(Signature)Name:Ron
              BentsurTitle:President
              and SecretaryDate:January
              15, 2007









**EXHIBIT
      A**




**SPECIFIC
      DOV KNOW-HOW**




·
            All
                Wyeth Know-How (as defined in the Wyeth Agreement) to which DOV has
                a
                license pursuant to the Wyeth
                Agreement.










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




**EXHIBIT
      B**




**DOV
      PATENT RIGHTS** *****




**Dkt.
                  No.**
              
              **Filing
                  date**
              
              **Filing
                  number**
              
              **Pub.
                  Date**
              
              **Grant
                  date**
              
              **Grant
                  number*******
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              *****
              
              *****
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              *****
              
              **********
              
              *****
              
              ***************
              
              *****
              
              **********
              
              *****
              
              
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              **********
              
              *****
              
              *****


*
      *****.


# *****.







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




**EXHIBIT
      C**




**INVENTORY**




***** **INVENTORY** **1** **** *****


*****
                **Manufacturer**
              
              **Manufacturer
                  Batch Number**
              
              **Manufacturing
                  Date**
              
              **Quantity
                  (KG)**
              
              **Current
                  Storage Location**
              
              **Comment*******
              
              *****
              
              *****
              
              *****
              
              *****
              
              **********
              
              *****
              
              *****
              
              *****
              
              *****
              
              **********
              
              *****
              
              *****
              
              *****
              
              *****
              
              **********
              
              *****
              
              *****
              
              *****
              
              *****
              
              **********
              
              *****
              
              *****
              
              *****
              
              *****
              
              **********
              
              *****
              
              *****
              
              *****
              
              *****
              
              **********
              
              *****
              
              *****
              
              *****
              
              *****
              
              **********
              
              *****
              
              *****
              
              *****
              
              *****
              
              **********
              
              *****
              
              *****
              
              *****
              
              *****
              
              **********
              
              *****
              
              *****
              
              *****
              
              *****
              
              **********
              
              *****
              
              *****
              
              *****
              
              *****
              
              *****





**Footnote
      1** -
      *****.




**Footnote
      2** -
      *****.




***** **INVENTORY** **3** **** *****









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




**Intermediate
                Manufacturer**
            
            **Manufacturer
                Batch Number**
            
            **Manufacturing
                Date**
            
            **Quantity
                (KG)**
            
            **Current
                Storage Location**
            
            **Comment*******
            
            Various
            
            *****
            
            *****
            
            *****
            
            *****




**Footnote
      3** -
      *****.




***** **INVENTORY** **4** **** *****





*******Manufacturer**
            
            **Manufacturer
                Batch Number**
            
            **Manufacturing
                Date**
            
            **Quantity
                (KG)**
            
            **Current
                Storage Location**
            
            **Comment*******
            
            Various
            
            *****
            
            *****
            
            *****




**Footnote
      4** - *****.










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





***** **INVENTORY** **5** **** *****




**Drug
                Product Manufacturer**
            
            **Lot
                Number**
            
            **Manufacturing
                Date**
            
            **Quantity****6**
            
            **Current
                Storage Location**
            
            **Comment*******
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****





**Footnote
      5** - *****.




**Footnote
      6** -
      *****.




***** **INVENTORY** **7** **** *****






**Drug
                Product Manufacturer**
            
            **Lot
                Number**
            
            **Manufacturing
                Date**
            
            **Quantity**
            
            **Current
                Storage Location**
            
            **Comment*******
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            *****




**Footnote
      7** - *****.









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




***** **INVENTORY** **8** **** *****






**Drug
                Product Manufacturer**
            
            **Lot
                Number**
            
            **Manufacturing
                Date**
            
            **Quantity****9**
            
            **Current
                Storage Location**
            
            **Comment*******
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            *****




**Footnote
      8** - *****.




**Footnote
      9** -
      *****.










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




**EXHIBIT
      D**




A.
      Clinical Deliverables




1.
            *****.


2.
            *****.


3.
            *****.


4.
            *****.


5.
            *****.




B.
      CMC
      Deliverables




1.
            *****.


2.
            *****.


3.
            *****.


4.
            *****.


5.
            *****.


6.
            *****.


7.
            *****.


8.
            *****.


9.
            *****.


10.
            *****.












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




**EXHIBIT
      E**




1.  Deliverables
      and estimated completion dates for the following non clinical
      studies:




**Studies**
            
            **Work
                Remaining/Time and cost to Complete**
              **(Refer
                to Item 5.a below for a table of DOV hourly billing
                rates.)**
            
            **Estimated
                Deliverable, Date and Cost*******
            
            *****
            
            **********
            
            *****
            
            **********
            
            *****
            
            *****












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




2.  Completion
      dates and deliverables for the following clinical studies:




**Type
                of Study**
            
            **Study**
              **No.**
            
            **Study
                Objective**
            
            **Analysis/TFLs**
            
            **Reports**
            
            **Estimated
                Deliverable, Date and Cost*******
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            **********
            
            *****
            
            *****
            
            *****
            
            *****
            
            *****









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




3.
      Additional deliverables




a.
            *****.




b.
            *****.




c.
            *****.




4.
            Support
                for providing the Exhibit F deliverables:*****.




5.
            Explanatory
                notes for cost estimates and
                deliverables.




a.
            DOV
                billing rate table. The following table provides DOV hourly billing
                rates:




**Classification**
            
            **Rate*******
            
            **********
            
            **********
            
            **********
            
            **********
            
            *****




b.
            *****.










**SCHEDULE
      10.2(** **f** **)**





As
      set
      forth in Form 8-K filed by DOV on January 3, 2007, DOV is in default of that
      certain Indenture dated December 22, 2004 (the “Indenture”). The trustee has
      confirmed such default and made a demand for payment.