**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**







**FORM
      20-F**





(Mark
      One)


**o**
              **REGISTRATION STATEMENT PURSUANT
                TO
                SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
                1934**OR**x**
              **ANNUAL REPORT PURSUANT TO
                SECTION 13
                OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**For the fiscal year ended December
                31,
                2005OR**o**
              **TRANSITIONAL REPORT PURSUANT
                TO
                SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**Commission file number
                _________________________________________________________




**XTL
      BIOPHARMACEUTICALS LTD.**


(Exact
      name of registrant as specified in its charter)





Israel


(Jurisdiction
      of incorporation or organization)





750
      Lexington Avenue, 20 th Floor


New
      York,
      New York 10022


(Address
      of principal executive offices)





**Securities
      registered or to be registered pursuant to Section 12(b) of the
      Act:**


None.




**Securities
      registered or to be registered pursuant to Section 12(g) of the
      Act:**


American
      Depositary Shares,


each
      representing ten Ordinary Shares, par value NIS 0.02


(Title
      of
      Class)





**Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act:**


None.





**Indicate
      the number of outstanding shares of each of the issuer's classes of capital
      or
      common stock as of the close of the period covered by the annual
      report.**


316,556
                American Depositary
                Shares
            
            173,180,441
                Ordinary Shares





**Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.**


Yes o No ý




**If
      this report is an annual or transition report, indicate by check mark if the
      registrant is not required to file reports pursuant to Section 13 or 15(d)
      of
      the Securities Exchange Act of 1934.**


Yes o No ý







**Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such filing requirements for the past 90 days.**




Yes ý No o




**Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act).
      (C** heck
      one):




Large
                accelerated filer £
            Accelerated
                filer £
            Non-accelerated filer ý





**Indicate
      by check mark which financial statement item the registrant has elected to
      follow.**




Item 17 o Item 18 ý




**Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).**




Yes o No ý












**XTL
      BIOPHARMACEUTICALS LTD.**


**ANNUAL
      REPORT ON FORM 20-F**





**TABLE
      OF CONTENTS**





**Page**SPECIAL
                CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
            1**PART
                I**ITEM
                1
            Identity
                of Directors, Senior Management and Advisers
            2ITEM
                2
            Offer
                Statistics And Expected Timetable
            2ITEM
                3
            Key
                Information
            2ITEM
                4
            Information
                on the Company
            17ITEM
                5
            Operating
                and Financial Review and Prospects
            31ITEM
                6
            Directors,
                Senior Management and Employees
            43ITEM
                7
            Major
                Shareholders and Related Party Transactions
            52ITEM
                8
            Financial
                Information
            53ITEM
                9
            The
                Offer and Listing
            54ITEM
                10
            Additional
                Information
            55ITEM
                11
            Quantitative
                And Qualitative Disclosures About Market Risk
            72ITEM
                12
            Description
                of Securities other than Equity Securities
            72**PART
                II**ITEM
                13
            Defaults,
                Dividend Arrearages and Delinquencies
            73ITEM
                14
            Material
                Modifications to the Rights of Security Holders and Use of
                Proceeds
            73ITEM
                15
            Controls
                and Procedures
            73ITEM
                16
            Reserved
            73ITEM
                16A
            Audit
                Committee Financial Expert
            73ITEM
                16B
            Code
                of Ethics
            73ITEM
                16C
            Principal
                Accountant Fees And Services
            73ITEM
                16D
            Exemptions
                From The Listing Standards For Audit Committees
            74ITEM
                16E
            Purchases
                Of Equity Securities By The Issuer And Affiliated
                Purchasers
            74**PART
                III**ITEM
                17
            Financial
                Statements
            75ITEM
                18
            Financial
                Statements
            75ITEM
                19
            Exhibits
            75SIGNATURES
            77





This
      annual report on Form 20-F contains trademarks and trade names of XTL
      Biopharmaceuticals Ltd., including our name and logo.





i


**SPECIAL
      CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS**





Certain
      matters discussed in this report, including matters discussed under the caption
      “Management’s Discussion and Analysis of Financial Condition and Results of
      Operations,” may constitute forward-looking statements for purposes of the
      Securities Act of 1933, as amended, or the Securities Act, and the Securities
      Exchange Act of 1934, as amended, or the Exchange Act, and involve known and
      unknown risks, uncertainties and other factors that may cause our actual
      results, performance or achievements to be materially different from the future
      results, performance or achievements expressed or implied by such
      forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “estimate,” and similar expressions are intended to identify
      such forward-looking statements. Our actual results may differ materially from
      the results anticipated in these forward-looking statements due to a variety
      of
      factors, including, without limitation, those discussed under “Item 3 - Key
      Information-Risk Factors,” “Item 4 - Information on the Company,” “Item 5 -
      Operating and Financial Review and Prospects,” and elsewhere in this report, as
      well as factors which may be identified from time to time in our other filings
      with the Securities and Exchange Commission, or the SEC, or in the documents
      where such forward-looking statements appear. All written or oral
      forward-looking statements attributable to us are expressly qualified in their
      entirety by these cautionary statements.




The
      forward-looking statements contained in this report reflect our views and
      assumptions only as of the date this report is signed. Except as required by
      law, we assume no responsibility for updating any forward-looking statements.





1


**PART
      I**





*Unless
      the context requires otherwise, references in this report to “XTLbio,” the
“Company,” “we,” “us” and “our” refer to XTL Biopharmaceuticals Ltd. and our
      wholly-owned subsidiary, XTL Biopharmaceuticals, Inc. We have prepared our
      consolidated financial statements in United States, or US, dollars and in
      accordance with US generally accepted accounting principles, or US GAAP. All
      references herein to "dollars" or "$" are to US dollars, and all references
      to
      "Shekels" or "NIS" are to New Israeli Shekels.*




**ITEM
      1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS**




Not
      applicable






**ITEM
      2. OFFER STATISTICS AND EXPECTED TIMETABLE**




Not
      applicable






**ITEM
      3. KEY INFORMATION**




**Selected
      Financial Data**




The
      table
      below presents selected statement of operations and balance sheet data for
      the
      fiscal years ended and as of December 31, 2005, 2004, 2003, 2002 and 2001.
      We
      have derived the selected financial data for the fiscal years ended December
      31,
      2005, 2004, and 2003, and as of December 31, 2005 and 2004, from our audited
      consolidated financial statements, included elsewhere in this report and
      prepared in accordance with US GAAP. We have derived the selected financial
      data
      for fiscal years ended December 31, 2002 and 2001 and as of December 31, 2003,
      2002 and 2001, from audited financial statements not appearing in this report,
      which have been prepared in accordance with US GAAP. You should read the
      selected financial data in conjunction with “Item 5 - Operating and Financial
      Review and Prospects,” “Item 8 - Financial Information” and “Item 18 - Financial
      Statements.”






2







**Year
                Ended December 31,****2005**
            
            **2004**
            
            **2003**
            
            **2002**
            
            **2001****(In
                thousands, except per share amounts)****Statements
                of Operations Data:**RevenuesReimbursed
                out of pocket expenses
            
            $
            2,743
            
            $
            3,269
            
            $
            --
            
            $
            --
            
            $
            --License
            
            
            454
            
            
            185
            
            
            --
            
            
            --
            
            
            --3,197
            
            
            3,454
            
            
            --
            
            
            --
            
            
            --Cost
                of RevenuesReimbursed
                out of pocket expenses
            
            
            2,743
            
            
            3,269
            
            
            --
            
            
            --
            
            
            --License
            
            
            54
            
            
            32
            
            
            --
            
            
            --
            
            
            --2,797
            
            
            3,301
            
            
            --
            
            
            --
            
            
            --Gross
                Margin
            
            
            400
            
            
            153
            
            
            --
            
            
            --
            
            
            --Research
                and developmentResearch
                and development costs
            
            
            7,313
            
            
            11,985
            
            
            14,022
            
            
            13,231
            
            
            12,187Less
                participations
            
            
            --
            
            
            --
            
            
            3,229
            
            
            75
            
            
            1,1337,313
            
            
            11,985
            
            
            10,793
            
            
            13,156
            
            
            11,054In-process
                research and development
            
            
            1,783
            
            
            --
            
            
            --
            
            
            --
            
            
            --General
                and administrative
            
            
            5,457
            
            
            4,134
            
            
            3,105
            
            
            3,638
            
            
            3,001Business
                development costs
            
            
            227
            
            
            810
            
            
            664
            
            
            916
            
            
            1,067Operating
                loss
            
            
            (14,380
            )
            
            (16,776
            )
            
            (14,562
            )
            
            (17,710
            )
            
            (15,122
            )Other
                income (expense)Financial
                income, net
            
            
            443
            
            
            352
            
            
            352
            
            
            597
            
            
            2,448Taxes
                on income
            
            
            (78
            )
            
            (49
            )
            
            (78
            )
            
            (27
            )
            
            --Net
                loss
            
            $
            (14,015
            )
            $
            (16,473
            )
            $
            (14,288
            )
            $
            (17,140
            )
            $
            (12,674
            )Net
                loss per ordinary shareBasic
                and diluted
            
            $
            (0.08
            )
            $
            (0.12
            )
            $
            (0.13
            )
            $
            (0.15
            )
            $
            (0.11
            )Weighted
                average shares outstanding
            
            
            170,123,003
            
            
            134,731,766
            
            
            111,712,916
            
            
            111,149,292
            
            
            110,941,014






**As
                    of December 31,****2005**
              
              **2004**
              
              **2003**
              
              **2002**
              
              **2001****(In
                    thousands, except per share
                    amounts)**


**Balance
                Sheet Data:**Cash,
                cash equivalents, bank deposits and
              marketable
                securities
            
            $
            13,360
            
            $
            22,924
            
            $
            22,262
            
            $
            35,706
            
            $
            52,188Working
                capital
            
            
            11,385
            
            
            20,240
            
            
            19,967
            
            
            33,396
            
            
            50,433Total
                assets
            
            
            15,151
            
            
            25,624
            
            
            24,853
            
            
            38,423
            
            
            55,106Long-term
                obligations
            
            
            1,493
            
            
            2,489
            
            
            1,244
            
            
            1,017
            
            
            526Total
                shareholders’ equity
            
            
            11,252
            
            
            19,602
            
            
            20,608
            
            
            34,830
            
            
            51,953





3


**Risk
      Factors**





*Before
      you invest in our ordinary shares or ADRs, you should understand the high degree
      of risk involved. You should carefully consider the risks described below and
      other information in this report, including our financial statements and related
      notes included elsewhere in this report, before you decide to purchase our
      ordinary shares or ADRs. If any of the following risks actually occur, our
      business, financial condition and operating results could be adversely affected.
      As a result, the trading price of our ordinary shares or ADRs could decline
      and
      you could lose part or all of your investment.*





**Risks
      Related to Our Business**




***We
      have a limited operating history and have incurred substantial operating losses
      since our inception. We expect to continue to incur losses in the future and
      may
      never become profitable.***




We
      have a
      limited operating history. You should consider our prospects in light of the
      risks and difficulties frequently encountered by development stage companies.
      In
      addition, we have incurred operating losses since our inception and expect
      to
      continue to incur operating losses for the foreseeable future. As of December
      31, 2005, we had an accumulated deficit of approximately $100 million. We may
      continue to incur substantial operating losses even if we begin to generate
      revenues from our drug candidates or technologies. Consequently, if those
      revenues are insufficient to cover development and other expenditures we may
      incur, we may never become profitable.




***We
      have not received approval for the sale of any of our products in any market
      and, therefore, have not generated any commercial revenues from the sales of
      our
      products. We have relied on equity financings to fund our
      operations.***




We
      have
      not yet commercialized any of our drug candidates or technologies and cannot
      be
      sure we will ever be able to do so. Even if we commercialize one or more of
      our
      drug candidates or technologies, we may not become profitable. Our ability
      to
      achieve profitability depends on a number of factors, including our ability
      to
      complete our development efforts, obtain regulatory approval for our drug
      candidates and technologies and successfully commercialize them. Moreover,
      we
      have relied on equity financings to fund our operations, and we expect to use,
      rather than generate, funds from operations for the foreseeable future. See
“-
      Risks Related to our Financial Condition” below.




***If
      we are unable to successfully complete our clinical trial programs for our
      drug
      candidates, or if such clinical trials take longer to complete than we project,
      our ability to execute our current business strategy will be adversely affected.***




Whether
      or not and how quickly we complete clinical trials is dependent in part upon
      the
      rate at which we are able to engage clinical trial sites and, thereafter, the
      rate of enrollment of patients. Patient enrollment is a function of many
      factors, including the size of the patient population, the proximity of patients
      to clinical sites, the eligibility criteria for the study and the existence
      of
      competitive clinical trials. If we experience delays in identifying and
      contracting with sites and/or in patient enrollment in our clinical trial
      programs, we may incur additional costs and delays in our development programs
      and may not be able to complete our clinical trials on a cost-effective basis.




***If
      third parties on which we rely for clinical trials do not perform as
      contractually required or as we expect, we may not be able to obtain regulatory
      approval for or commercialize our products.***




We
      depend
      on independent clinical investigators, contract research organizations and
      other
      third-party service providers to conduct the clinical trials of our drug
      candidates and technologies and expect to continue to do so. We rely heavily
      on
      these parties for successful execution of our clinical trials, but we do not
      control many aspects of their activities. Nonetheless, we are responsible for
      confirming that each of our clinical trials is conducted in accordance with
      the
      general investigational plan and protocol. Our reliance on these third parties
      that we do not control does not relieve us of our responsibility to comply
      with
      the regulations and standards of the US Food and Drug Administration, or the
      FDA, relating to good clinical practices. Third parties may not complete
      activities on schedule or may not conduct our clinical trials in accordance
      with
      regulatory requirements or the applicable trial’s plans and protocols. The
      failure of these third parties to carry out their obligations could delay or
      prevent the development, approval and commercialization of our products or
      result in enforcement action against us.




4


***If
      the clinical data related to our drug candidates and technologies do not confirm
      positive early clinical data or preclinical data, our corporate strategy and
      financial results will be adversely impacted.***




All
      of
      our drug candidates and technologies are in preclinical or clinical stages.
      Specifically, one of our drug candidates, HepeX-B, was recently studied in
      a
      Phase IIb trial, XTL-2125 and XTL-6865 are currently in a Phase I clinical
      trial
      and one of our programs under development, DOS, has not yet been tested in
      humans. In order for our candidates to proceed to later stage clinical testing,
      they must show positive preclinical or clinical data. While HepeX-B, XTL-6865
      and XTL-2125 have shown promising preclinical data and HepeX-B has shown
      promising clinical data, preliminary results of pre-clinical or clinical tests
      do not necessarily predict the final results, and promising results in
      pre-clinical or early clinical testing might not be obtained in later clinical
      trials. Drug candidates in the later stages of clinical development may fail
      to
      show the desired safety and efficacy traits despite having progressed through
      initial clinical testing. Any negative results from future tests may prevent
      us
      from proceeding to later stage clinical testing which would materially impact
      our corporate strategy and our financial results may be adversely impacted.




***We
      have limited experience in conducting and managing clinical trials necessary
      to
      obtain regulatory approvals.*** ***If
      our drug candidates and technologies do not receive the necessary regulatory
      approvals, we will be unable to commercialize our products.***




We
      have
      not received, and may never receive, regulatory approval for commercial sale
      for
      any of our products. We currently do not have any drug candidates or
      technologies pending approval with the FDA or with regulatory authorities of
      other countries. We will need to conduct significant additional research and
      human testing before we can apply for product approval with the FDA or with
      regulatory authorities of other countries. Pre-clinical testing and clinical
      development are long, expensive and uncertain processes. Satisfaction of
      regulatory requirements typically depends on the nature, complexity and novelty
      of the product and requires the expenditure of substantial resources. Regulators
      may not interpret data obtained from pre-clinical and clinical tests of our
      drug
      candidates and technologies the same way that we do, which could delay, limit
      or
      prevent our receipt of regulatory approval. It may take us many years to
      complete the testing of our drug candidates and technologies, and failure can
      occur at any stage of this process. Negative or inconclusive results or medical
      events during a clinical trial could cause us to delay or terminate our
      development efforts.




Clinical
      trials also have a high risk of failure. A number of companies in the
      pharmaceutical industry, including biotechnology companies, have suffered
      significant setbacks in advanced clinical trials, even after achieving promising
      results in earlier trials. If we experience delays in the testing or approval
      process or if we need to perform more or larger clinical trials than originally
      planned, our financial results and the commercial prospects for our drug
      candidates and technologies may be materially impaired. In addition, we have
      limited experience in conducting and managing the clinical trials necessary
      to
      obtain regulatory approval in the US and abroad and, accordingly, may encounter
      unforeseen problems and delays in the approval process.




Even
      if
      regulatory approval is obtained, our products and their manufacture will be
      subject to continual review, and there can be no assurance that such approval
      will not be subsequently withdrawn or restricted. Changes in applicable
      legislation or regulatory policies, or discovery of problems with the products
      or their manufacture, may result in the imposition of regulatory restrictions,
      including withdrawal of the product from the market, or result in increased
      costs to us.




***Because
      we license some of our proprietary technologies from third-parties, some of
      these third-parties could prevent us from licensing our drug candidates.***





We
      do not
      own all of our drug candidates and technologies. We have licensed the patent
      rights to some of our drug candidates and/or the technologies on which they
      are
      based from others. Specifically, we have licensed the two human monoclonal
      antibodies comprising XTL-6865 from Stanford University and DRK-Blutspendedienst
      Baden-Wurttemberg, we have licensed XTL-2125 from B&C Biopharm Co. Ltd., and
      we have licensed certain other Hepatitis C virus, or HCV, compounds from
      VivoQuest Inc., or VivoQuest. We have also licensed the Trimera technology
      upon
      which certain of our current programs are based from the Yeda Research and
      Development Company Ltd., which we refer to as Yeda. These license agreements
      require us to meet development or financing milestones and impose development
      and commercialization due diligence requirements on us. In addition, under
      these
      agreements, we must pay royalties on sales of products resulting from licensed
      drugs and technologies and pay the patent filing, prosecution and maintenance
      costs related to the licenses. While we have the right to defend patent rights
      related to our licensed drug candidates and technologies, we are not obligated
      to do so. In the event that we decide to defend our licensed patent rights,
      we
      will be obligated to cover all of the expenses associated with that effort.
      If we do not meet our obligations in a timely manner or if we otherwise breach
      the terms of our agreements, our licensors could terminate the agreements,
      and
      we would lose the rights to our drug candidates and technologies. For a further
      discussion on our license agreements, the patent rights related to those
      licenses, and the expiration dates of those patent rights, see “Item 4:
      Information on the Company - Business Overview - Intellectual Property and
      Patents” and “Item 4: Information on the Company - Business Overview - Licensing
      Agreements and Collaborations” below. In addition, see “- Risks Related to Our
      Intellectual Property” below regarding potential issues related to the use of
      patents owned by third-parties.





5


In
      addition, under the terms of our license agreement with Yeda, we are required
      to
      obtain their approval under the license in order to grant sub-licenses to
      collaborative partners to develop or commercialize products or products derived
      from technologies under the license. The requirement of obtaining these
      approvals, and any conditions that Yeda may impose upon such approvals, could
      have the effect of delaying or impeding our ability to enter into agreements
      with collaborative partners or result in our having to accept terms and
      conditions that might not be favorable to us. For a discussion of further
      required approvals, see “- Risks Relating to Operations in Israel” below
      regarding potential restrictions from the Office of the Chief Scientist
      regarding the manufacture of our drug candidates outside the State of
      Israel.




***If
      we do not establish or maintain drug development and marketing arrangements
      with
      third parties, we may be unable to commercialize our drug candidates and
      technologies into products.***




We
      are an
      emerging company and do not possess all of the capabilities to fully
      commercialize our drug candidates and technologies on our own. From time to
      time, we may need to contract with third parties to:




·
            assist
                us in developing, testing and obtaining regulatory approval for some
                of
                our compounds and technologies;




·
            manufacture
                our drug candidates; and




·
            market
                and distribute our products.




We
      can
      provide no assurance that we will be able to successfully enter into agreements
      with such third-parties on terms that are acceptable to us. If we are unable
      to
      successfully contract with third parties for these services when needed, or
      if
      existing arrangements for these services are terminated, whether or not through
      our actions, or if such third parties do not fully perform under these
      arrangements, we may have to delay, scale back or end one or more of our drug
      development programs or seek to develop or commercialize our drug candidates
      and
      technologies independently, which could result in delays. Further, such failure
      could result in the termination of license rights to one or more of our drug
      candidates and technologies. Moreover, if these development or marketing
      agreements take the form of a partnership or strategic alliance, such
      arrangements may provide our collaborators with significant discretion in
      determining the efforts and resources that they will apply to the development
      and commercialization of our products. Accordingly, to the extent that we rely
      on third parties to research, develop or commercialize our products, we are
      unable to control whether such products will be scientifically or commercially
      successful.




For
      example, in June 2004, we announced the completion of a license agreement with
      Cubist Pharmaceuticals, Inc., or Cubist, for the worldwide development and
      commercialization of HepeX-B. Under this agreement, we were responsible for
      certain clinical and product development activities of HepeX-B through August
      2005, at the expense of Cubist. Thereafter, we transferred full responsibility
      for completing the development of HepeX-B to Cubist. Cubist will be responsible
      for completing the development and for registration and commercialization of
      the
      product worldwide. Accordingly, to a significant degree, we are unable to
      control whether HepeX-B will be scientifically or commercially successful.
      In
      addition, Cubist recently met with the FDA to discuss proposed changes to the
      method of manufacture and formulation of HepeX-B. The objective of the
      manufacturing change is to provide a stable platform for commercialization.
      Cubist is expected to meet again with the FDA in the next few months to discuss
      the implications of these changes on the next stage of the clinical program.
      There can be no assurance that they will be successful in developing HepeX-B
      for
      commercialization, and, as a result, no assurance that we will receive any
      proceeds from the sales of HepeX-B.




***If
      our products fail to achieve market acceptance, we will never record meaningful
      revenues.***




Even
      if
      our products are approved for sale, they may not be commercially successful
      in
      the marketplace. Market acceptance of our product candidates will depend on
      a
      number of factors, including:




·
            perceptions
                by members of the health care community, including physicians, of
                the
                safety and efficacy of our products;




·
            the
                rates of adoption of our products by medical practitioners and the
                target
                populations for our products;




·
              the
                  potential advantages that our products offer over existing treatment
                  methods or other products that may be developed;
  ·
              the
                  cost-effectiveness of our products relative to competing products;


6




·
            the
                availability of government or third-party payor reimbursement for
                our
                products;




·
            the
                side effects or unfavorable publicity concerning our products or
                similar
                products; and




·
            the
                effectiveness of our sales, marketing and distribution efforts.




Because
      we expect sales of our products to generate substantially all of our revenues
      in
      the long-term, the failure of our products to find market acceptance would
      harm
      our business and could require us to seek additional financing or other sources
      of revenue.




***If
      the third parties upon whom we rely to manufacture our products do not
      successfully manufacture our products, our business will be harmed.***




We
      do not
      currently have the ability to manufacture ourselves the compounds that we need
      to conduct our clinical trials and rely upon a limited number of manufacturers
      to supply our drug candidates. We have no experience in manufacturing compounds
      for clinical or commercial purposes and do not have any manufacturing
      facilities. We rely upon, and intend to continue to rely upon, third parties
      to
      manufacture our drug candidates for use in clinical trials and for future sales.
      In order to commercialize our products, such products will need to be
      manufactured in commercial quantities while adhering to all regulatory and
      other
      requirements, all at an acceptable cost. We may not be able to enter into future
      third-party contract manufacturing agreements on acceptable terms, if at all.




We
      expect
      to continue to rely on contract manufacturers and other third parties to produce
      sufficient quantities of our drug candidates for use in our clinical trials.
      See
“Item 4: Information on the Company - Business Overview - Supply and
      Manufacturing” below. We believe that our existing manufacturing arrangements
      with these parties will be adequate to satisfy our current clinical supply
      needs
      for XTL-2125 and XTL-6865. Future supply of the HepeX-B clinical material will
      be manufactured by a contract manufacturer to be selected by our partner Cubist
      Pharmaceuticals Inc. If our contract manufacturers or other third parties fail
      to deliver our product candidates for clinical use on a timely basis, with
      sufficient quality, and at commercially reasonable prices, and we fail to find
      replacement manufacturers, we may be required to delay or suspend clinical
      trials or otherwise discontinue development and production of our drug
      candidates.




Our
      contract manufacturers are required to produce our drug candidates in strict
      compliance with current good manufacturing practices, or cGMP, in order to
      meet
      acceptable standards for our clinical trials. If such standards change, the
      ability of contract manufacturers to produce our drug candidates on the schedule
      we require for our clinical trials may be affected. In addition, contract
      manufacturers may not perform their obligations under their agreements with
      us
      or may discontinue their business before the time required by us to successfully
      produce and market our drug candidates. Any difficulties or delays in our
      contractors’ manufacturing and supply of drug candidates could increase our
      costs, cause us to lose revenue or make us postpone or cancel clinical trials.




In
      addition, our contract manufacturers will be subject to ongoing periodic,
      unannounced inspections by the FDA and corresponding foreign governmental
      agencies to ensure strict compliance with, among other things, current good
      manufacturing practices, in addition to other governmental regulations and
      corresponding foreign standards. We will not have control over, other than
      by
      contract, third-party manufacturers’ compliance with these regulations and
      standards. No assurance can be given that our third-party manufacturers will
      comply with these regulations or other regulatory requirements now or in the
      future.




In
      the
      event that we are unable to obtain or retain third-party manufacturers, we
      will
      not be able to commercialize our products as planned. If third-party
      manufacturers fail to deliver the required quantities of our products on a
      timely basis and at commercially reasonable prices, our ability to develop
      and
      deliver products on a timely and competitive basis may be adversely impacted
      and
      our business, financial condition or results of operations will be materially
      harmed.




***If
      our competitors develop and market products that are less expensive, more
      effective or safer than our products, our commercial opportunities may be
      reduced or eliminated.***




The
      pharmaceutical industry is highly competitive. Our commercial opportunities
      may
      be reduced or eliminated if our competitors develop and market products that
      are
      less expensive, more effective or safer than our products. Other companies
      have
      drug candidates in various stages of pre-clinical or clinical development to
      treat diseases for which we are also seeking to discover and develop drug
      candidates. For a discussion of these competitors and their drug candidates,
      see
“Item 4: Information on the Company - Business Overview - Competition” below.
      Some of these potential competing drugs are further advanced in development
      than
      our drug candidates and may be commercialized earlier. Even if we are successful
      in developing safe, effective drugs, our products may not compete successfully
      with products produced by our competitors, who may be able to more effectively
      market their drugs.




7


Our
      competitors include pharmaceutical companies and biotechnology companies, as
      well as universities and public and private research institutions. In addition,
      companies that are active in different but related fields represent substantial
      competition for us. Many of our competitors have significantly greater capital
      resources, larger research and development staffs and facilities and greater
      experience in drug development, regulation, manufacturing and marketing than
      we
      do. These organizations also compete with us to recruit qualified personnel,
      attract partners for joint ventures or other collaborations, and license
      technologies that are competitive with ours. As a result, our competitors may
      be
      able to more easily develop products that could render our technologies or
      our
      drug candidates obsolete or noncompetitive.




***If
      we lose our key personnel or are unable to attract and retain additional
      personnel, our business could be harmed.***




As
      of
      April 30, 2006, we had 42 full-time employees. To successfully develop our
      drug
      candidates and technologies, we must be able to attract and retain highly
      skilled personnel. The retention of their services cannot be guaranteed. In
      particular, if we lose the services of Michael S. Weiss, our Chairman, or Ron
      Bentsur, our Chief Executive Officer, our ability to continue to execute on
      our
      business plan could be materially impaired. Our agreement with Mr. Weiss
      provides that he may terminate his agreement with us upon 30 days’ prior written
      notice if he is not re-elected as Chairman of our Board, his fees for service
      as
      Chairman are reduced by more than 10%, we breach any material term of his
      agreement, or there is a change of control or reorganization of our company.
      Our
      agreement with Mr. Bentsur provides that he may terminate his agreement with
      us
      upon 30 days’ prior written notice if he is no longer the highest ranking member
      of our company’s management team, his annual base salary is reduced by more than
      10% (except where we have made similar deductions in the base salary of senior
      management throughout our company), we breach any material term of his
      agreement, or there is a change of control or reorganization of our company.
      We
      do not maintain a key man life insurance policy covering either Mr. Weiss or
      Mr.
      Bentsur.




***Any
      acquisitions we make may dilute your equity or require a significant amount
      of
      our available cash and may not be scientifically or commercially successful.***




As
      part
      of our business strategy, we may effect acquisitions to obtain additional
      businesses, products, technologies, capabilities and personnel. If we make
      one
      or more significant acquisitions in which the consideration includes our
      ordinary shares or other securities, your equity in us may be significantly
      diluted. If we make one or more significant acquisitions in which the
      consideration includes cash, we may be required to use a substantial portion
      of
      our available cash.




Acquisitions
      also involve a number of operational risks, including:




·
            difficulty
                and expense of assimilating the operations, technology and personnel
                of
                the acquired business;




·
            our
                inability to retain the management, key personnel and other employees
                of
                the acquired business;




·
            our
                inability to maintain the acquired company’s relationship with key third
                parties, such as alliance partners;




·
            exposure
                to legal claims for activities of the acquired business prior to
                the
                acquisition;




·
            the
                diversion of our management’s attention from our core business; and




·
            the
                potential impairment of substantial goodwill and write-off of in-process
                research and development costs, adversely affecting our reported
                results
                of operations.




In
      addition, the basis for completing the acquisition could prove to be
      unsuccessful as the drugs or processes involved could fail to be scientifically
      or commercially viable.




If
      any of
      these risks occur, it could have an adverse effect on both the business we
      acquire and our existing operations.




8


***We
      face product liability risks and may not be able to obtain adequate insurance.***




The
      use
      of our drug candidates and technologies in clinical trials, and the sale of
      any
      approved products, exposes us to liability claims. Although we are not aware
      of
      any historical or anticipated product liability claims against us, if we cannot
      successfully defend ourselves against product liability claims, we may incur
      substantial liabilities or be required to cease clinical trials of our drug
      candidates and technologies or limit commercialization of any approved products.




We
      believe that we have obtained sufficient product liability insurance coverage
      for our clinical trials. We intend to expand our insurance coverage to include
      the commercial sale of any approved products if marketing approval is obtained;
      however, insurance coverage is becoming increasingly expensive. We may not
      be
      able to maintain insurance coverage at a reasonable cost. We may not be able
      to
      obtain additional insurance coverage that will be adequate to cover product
      liability risks that may arise. Regardless of merit or eventual outcome, product
      liability claims may result in:




·
            decreased
                demand for a product;




·
            injury
                to our reputation;




·
            inability
                to continue to develop a drug candidate or technology;




·
            withdrawal
                of clinical trial volunteers; and




·
            loss
                of revenues.




Consequently,
      a product liability claim or product recall may result in material
      losses.




**Risks
      Related to Our Financial Condition**




***If
      we are unable to obtain additional funds on terms favorable to us, or at all,
      we
      may not be able to continue our operations.***




We
      expect
      to use, rather than generate, funds from operations for the foreseeable future.
      We currently have an average projected burn rate of approximately $1.1 million
      per month in 2006. Based on our current business plan, with the proceeds of
      our
      recent private placement that closed in March 2006, we believe that we have
      sufficient resources to fund our operations for approximately the next 24
      months; however, the actual amount of funds that we will need will be determined
      by many factors, some of which are beyond our control. These factors include:




·
            the
                progress of our development activities;




·
            the
                progress of our research activities;




·
            the
                number and scope of our development programs;




·
            our
                ability to establish and maintain current and new licensing or acquisition
                arrangements;




·
            our
                ability to achieve our milestones under our licensing arrangements;




·
            the
                costs involved in enforcing patent claims and other intellectual
                property
                rights; and




·
            the
                costs and timing of regulatory approvals.




We
      may
      seek additional capital through a combination of public and private equity
      offerings, debt financings and collaborative, strategic alliance and licensing
      arrangements. We have
      made
      no determination at this time as to the amount, method or timing of any such
      financing. Such
      additional financing may not be available when we need it .
      If we
      are unable to obtain additional funds on terms favorable to us or at all, we
      may
      be required to cease or reduce our operating activities or sell or license
      to
      third parties some or all of our technology. If we raise additional funds by
      selling ordinary shares or other securities, the ownership interests of our
      shareholders will be diluted. If we need to raise additional funds through
      the
      sale or license of our drug candidates or technology, we may be unable to do
      so
      on terms favorable to us.




9


***We
      may be exposed to a significant tax assessment in Israel, which, if payable,
      could adversely affect our available resources.***




In
      2005,
      we received an assessment from the Israeli tax authorities of approximately
      $730,000 (including fines and interest expenses) related to withholding taxes
      for taxable employee benefits and taxable income in Israel paid to foreign
      companies during the periods of 2001-2004. We have recorded an accrual which
      we
      believe reflects the probable liability associated with this assessment. There
      can be no assurance that this accrual will be sufficient to cover the actual
      assessment, if any.




***We
      may become subject to taxation in the US, which could significantly increase
      our
      tax liability in the US for which we could not apply the net losses accumulated
      in Israel.***




The
      residency of the Chairman of our Board of Directors and our Chief Executive
      Officer in the US, as well as other less significant contacts we have with
      the
      US could lead to a determination by the US Internal Revenue Service that we
      have
      a "permanent establishment" in the US beginning in 2005. As a result, any income
      attributable to such permanent establishment in the US could be subject to
      US
      corporate tax. If this is the case, we may not be able to utilize any of the
      accumulated loss carryforwards shown on our balance sheet at December 31, 2005,
      to offset any such tax liability since they were all accumulated under Israeli
      tax laws. US corporate tax rates are higher than those to which we are subject
      in the State of Israel, and if we are subject to US corporate tax, it would
      have
      a material adverse effect on our results of operations.







**Risks
      Related to Our Intellectual Property**




***If
      we are unable to adequately protect our intellectual property, third parties
      may
      be able to use our technology, which could adversely affect our ability to
      compete in the market.***




Our
      commercial success will depend in part on our ability and the ability of our
      licensors to obtain and maintain patent protection on our drug products and
      technologies and successfully defend these patents and technologies against
      third-party challenges. As part of our business strategy, our policy is to
      actively file patent applications in the US and internationally to cover methods
      of use, new chemical compounds, pharmaceutical compositions and dosing of the
      compounds and composition and improvements in each of these. See “Item 4:
      Information on the Company - Business Overview - Intellectual Property and
      Patents” below regarding our patent position with regard to our product
      candidates. Because of the extensive time required for development, testing
      and
      regulatory review of a potential product, it is possible that before we
      commercialize any of our products, any related patent may expire or remain
      in
      existence for only a short period following commercialization, thus reducing
      any
      advantage of the patent.




The
      patent positions of pharmaceutical and biotechnology companies can be highly
      uncertain and involve complex legal and factual questions. No consistent policy
      regarding the breadth of claims allowed in biotechnology patents has emerged
      to
      date. Accordingly, the patents we use may not be sufficiently broad to prevent
      others from practicing our technologies or from developing competing products.
      Furthermore, others may independently develop similar or alternative
      technologies or design around our patented technologies. The patents we use
      may
      be challenged or invalidated or may fail to provide us with any competitive
      advantage. Moreover, in certain parts of the world, such as in China, western
      companies are adversely affected by poor enforcement of intellectual property
      rights. See “Item 4: Information on the Company - Business Overview - License
      Agreements and Collaborations” below regarding our license of Ab65, a component
      of XTL-6865.




Generally,
      patent applications in the US are maintained in secrecy for a period of
      18 months or more. Since publication of discoveries in the scientific or
      patent literature often lag behind actual discoveries, we are not certain that
      we were the first to make the inventions covered by each of our pending patent
      applications or that we were the first to file those patent applications. We
      cannot predict the breadth of claims allowed in biotechnology and pharmaceutical
      patents, or their enforceability. Third parties or competitors may challenge
      or
      circumvent our patents or patent applications, if issued. If our competitors
      prepare and file patent applications in the US that claim compounds or
      technology also claimed by us, we may choose to participate in interference
      proceedings declared by the United States Patent and Trademark Office to
      determine priority of invention, which could result in substantial cost, even
      if
      the eventual outcome is favorable to us. While we have the right to defend
      patent rights related to the licensed drug candidates and technologies, we
      are
      not obligated to do so. In the event that we decide to defend our licensed
      patent rights, we will be obligated to cover all of the expenses associated
      with that effort.




10


We
      also
      rely on trade secrets to protect technology where we believe patent protection
      is not appropriate or obtainable. Trade secrets are difficult to protect. While
      we require our employees, collaborators and consultants to enter into
      confidentiality agreements, this may not be sufficient to adequately protect
      our
      trade secrets or other proprietary information. In addition, we share ownership
      and publication rights to data relating to some of our drug candidates and
      technologies with our research collaborators and scientific advisors. If we
      cannot maintain the confidentiality of this information, our ability to receive
      patent protection or protect our proprietary information will be at risk.




Specifically,
      we intend to apply for patent protection for each new monoclonal antibody
      produced. Such patents may include claims relating to novel human monoclonal
      antibodies directed at targets for which other human monoclonal antibodies
      already exist, or at targets which are protected by patents or patent
      applications filed by third parties. No assurance can be given that any such
      patent application by a third-party will not have priority over patent
      applications filed by us.




Several
      groups are attempting to produce and patent a chimeric mouse with human tissue.
      To the extent any patents issued to other parties claiming, in general,
      mouse-human chimeras, the risk increases that the potential products and
      processes of our or our future strategic partners may give rise to claims of
      patent infringement.




We
      plan
      to use the recombinant production of antibodies in Chinese Hamster Ovary cells,
      or CHO cells, in the development and production of some of our products. Patents
      relating to this method of antibody production are owned by third-parties.
      We
      are also aware that third parties have patent protection covering hepatitis
      C
      antigens and antibodies, which will be needed in order to commercialize
      XTL-6865. If we or our collaborative partners are unable to license such patent
      rights on commercially acceptable terms, the ability to develop, manufacture
      and
      sell these products could be impaired. Further, royalties payable to third
      parties may reduce the payments we will receive from our licensees or
      development partners.




In
      addition to patent protection, we may utilize orphan drug regulations to provide
      market exclusivity for certain of our drug candidates. The orphan drug
      regulations of the FDA provide incentives to pharmaceutical and biotechnology
      companies to develop and manufacture drugs for the treatment of rare diseases,
      currently defined as diseases that exist in fewer than 200,000 individuals
      in
      the US, or, diseases that affect more than 200,000 individuals in the US but
      that the sponsor does not realistically anticipate will generate a net profit.
      Under these provisions, a manufacturer of a designated orphan drug can seek
      tax
      benefits, and the holder of the first FDA approval of a designated orphan
      product will be granted a seven-year period of marketing exclusivity for such
      FDA-approved orphan product. We believe that certain of the indications for
      our
      drug candidates will be eligible for orphan drug designation. However, we cannot
      guarantee that any drug candidates will qualify, and, if any do qualify, that
      we
      will be the holder of the first FDA approval of such qualifying drug candidates.




***Litigation
      or third-party claims of intellectual property infringement could require us
      to
      spend substantial time and money defending such claims and adversely affect
      our
      ability to develop and commercialize our products.***




Third
      parties may assert that we are using their proprietary technology without
      authorization. In addition, third parties may have or obtain patents in the
      future and claim that our products infringe their patents. If we are required
      to
      defend against patent suits brought by third parties, or if we sue third parties
      to protect our patent rights, we may be required to pay substantial litigation
      costs, and our management’s attention may be diverted from operating our
      business. In addition, any legal action against our licensors or us that seeks
      damages or an injunction of our commercial activities relating to the affected
      products could subject us to monetary liability and require our licensors or
      us
      to obtain a license to continue to use the affected technologies. We cannot
      predict whether our licensors or we would prevail in any of these types of
      actions or that any required license would be made available on commercially
      acceptable terms, if at all.




In
      addition, there can be no assurance that our patents or patent applications
      or
      those licensed to us will not become involved in opposition or revocation
      proceedings instituted by third parties. If such proceedings were initiated
      against one or more of our patents, or those licensed to us, the defense of
      such
      rights could involve substantial costs and the outcome could not be
      predicted.




Competitors
      or potential competitors may have filed applications for, may have been granted
      patents for, or may obtain additional patents and proprietary rights that may
      relate to compounds or technologies competitive with ours. If patents are
      granted to other parties that contain claims having a scope that is interpreted
      to cover any of our products (including the manufacture thereof), there can
      be
      no assurance that we will be able to obtain licenses to such patents at
      reasonable cost, if at all, or be able to develop or obtain alternative
      technology.




11


**Risks
      Related to Our Ordinary Shares and ADRs**




***Our
      ADRs are traded in small volumes, limiting your ability to sell your ADRs that
      represent ordinary shares at a desirable price, if at
      all.***




The
      trading volume of our ADRs has traditionally been very low. Even if the trading
      volume of our ADRs increases, we can give no assurance that it will be
      maintained or will result in a desirable stock price. As a result of this low
      trading volume, it may be difficult to identify buyers to whom you can sell
      your
      ADRs and you may be unable to sell your ADRs at an established market price,
      at
      a price that is favorable to you, or at all. A low volume market also limits
      your ability to sell large blocks of our ADRs at a desirable or stable price
      at
      any one time. You should be prepared to own our ordinary shares and ADRs
      indefinitely.




***Sales
      of substantial amounts of our ADRs in the public market could harm the market
      price of our ADRs.***




We
      cannot
      predict the effect, if any, that future sales of our ADRs in the public market,
      or the availability of our ADRs for sale in the market, will have on the market
      price of our ADRs. We, therefore, can give no assurance that sales of
      substantial amounts of our ADRs in the public market, or the potential for
      large
      amounts of sales in the market, whether by investors in the recent private
      placement, under any registration statement or otherwise, would not cause the
      price of our ADRs to decline considerably or impair our future ability to raise
      capital through sales of our ADRs.




***Our
      stock price can be volatile, which increases the risk of litigation and may
      result in a significant decline in the value of your investment.***




The
      trading price of the ADRs representing our ordinary shares is likely to be
      highly volatile and subject to wide fluctuations in price in response to various
      factors, many of which are beyond our control. These factors include:




·
            developments
                concerning our drug candidates;




·
            announcements
                of technological innovations by us or our competitors;




·
            introductions
                or announcements of new products by us or our competitors;




·
            announcements
                by us of significant acquisitions, strategic partnerships, joint
                ventures
                or capital commitments;




·
            changes
                in financial estimates by securities analysts;




·
            actual
                or anticipated variations in interim operating results;




·
            expiration
                or termination of licenses, research contracts or other collaboration
                agreements;




·
            conditions
                or trends in the regulatory climate and the biotechnology and
                pharmaceutical industries;




·
            changes
                in the market valuations of similar companies; and




·
            additions
                or departures of key personnel.




In
      addition, equity markets in general, and the market for biotechnology and life
      sciences companies in particular, have experienced extreme price and volume
      fluctuations that have often been unrelated or disproportionate to the operating
      performance of companies traded in those markets. These broad market and
      industry factors may materially affect the market price of our ordinary shares,
      regardless of our development and operating performance. In the past, following
      periods of volatility in the market price of a company’s securities, securities
      class-action litigation has often been instituted against that company. Such
      litigation, if instituted against us, could cause us to incur substantial costs
      to defend such claims and divert management’s attention and resources even if we
      prevail in the litigation, all of which could seriously harm our business.




12


***Future
      issuances of our ordinary shares could depress the market for our ordinary
      shares and ADRs.***




Future
      issuances of a substantial number of our ordinary shares, or the perception
      by
      the market that those issuances could occur, could cause the market price of
      our
      ordinary shares or ADRs to decline or could make it more difficult for us to
      raise funds through the sale of equity in the future.




If
      we
      make one or more significant acquisitions in which the consideration includes
      ordinary shares or other securities, your equity in us may be significantly
      diluted. Pursuant to a license agreement with VivoQuest, Inc., or VivoQuest,
      a
      privately held biotechnology company based in the US, we licensed (in all fields
      of use) certain intellectual property and technology related to VivoQuest’s HCV
      program, and we may elect to issue up to an additional $34.6 million in ordinary
      shares in lieu of cash to VivoQuest upon achievement of certain milestones.
      In
      the future, we may enter into additional arrangements with other third-parties
      permitting us to issue ordinary shares in lieu of certain cash payments such
      as
      milestones.




***Our
      ordinary shares and ADRs trade on more than one market, and this may result
      in
      price variations.***




Our
      ordinary shares are traded on the London Stock Exchange and the Tel Aviv Stock
      Exchange and ADRs representing our ordinary shares are quoted on the Nasdaq
      National Market. Trading in our securities on these markets are made in
      different currencies and at different times, including as a result of different
      time zones, different trading days and different public holidays in the US,
      Israel and the United Kingdom. Consequently, the effective trading prices of
      our
      shares on these three markets may differ. Any decrease in the trading price
      of
      our shares on one of these markets could cause a decrease in the trading price
      of our shares on the other market.




***Holders
      of our ordinary shares who are US residents may be required to pay additional
      income taxes.***




There
      is
      a risk that we will be classified as a Passive Foreign Investment Company,
      or
      PFIC, for certain tax years. If we are classified as a PFIC, a US holder of
      our
      ordinary shares or ADRs representing our ordinary shares will be subject to
      special federal income tax rules that determine the amount of federal income
      tax
      imposed on income derived with respect to the PFIC shares. We will be a PFIC
      if
      either 75% or more of our gross income in a tax year is passive income or the
      average percentage of our assets (by value) that produce or are held for the
      production of passive income is at least 50%. The risk that we will be
      classified as a PFIC arises because under applicable rules issued by the US
      Internal Revenue Service, or the IRS, cash balances, even if held as working
      capital, are considered to be assets that produce passive income. Therefore,
      any
      determination of PFIC status will depend upon the sources of our income and
      the
      relative values of passive and non- passive assets, including goodwill. A
      determination as to a corporation’s status as a PFIC must be made annually. We
      believe that we were a PFIC for the taxable year ended December 31, 2003. We
      believe that we were likely not a PFIC for the taxable years ended December
      31,
      2004 and 2005. Although such a determination is fundamentally factual in nature
      and generally cannot be made until the close of the applicable taxable year,
      based on our current operations, we believe that there is a significant
      likelihood that we will be classified as a PFIC in the 2006 taxable year and
      possibly in subsequent years.




If
      we are
      classified as a PFIC at any time during the US holder’s holding period for our
      stock, the federal income tax imposed on a US holder with respect to income
      derived from our stock will be determined under a special regime, which applies
      upon (a) the receipt of any “excess distribution” from us (generally,
      distributions in any year that are greater than 125% of the average annual
      distributions received by such US holder in the three preceding years or its
      holding period, if shorter) and (b) the sale or disposition of our stock. Under
      this special regime, the excess distribution or realized gain is treated as
      ordinary income. The federal income tax on such ordinary income is determined
      under the following steps: (i) the amount of the excess distribution or gain
      is
      allocated ratably over the US holder's holding period; (ii) tax is determined
      for amounts allocated to the first such year in which we qualified as a PFIC
      and
      all subsequent years (except the year in which the excess distribution or the
      sale occurred) by applying the highest applicable tax rate in effect in the
      year
      to which the income was allocated; (iii) an interest charge is added to this
      tax
      calculated by applying the underpayment interest rate to the tax for each year
      determined under the preceding sentence for the period from the due date of
      the
      income tax return for such year to the due date of the return for the year
      in
      which in which the excess distribution or the disposition occurred; and (iv)
      amounts allocated to a year prior to the first year in the US holder’s holding
      period in which we were a PFIC or to the year in which the excess distribution
      or the disposition occurred are taxed as ordinary income and no interest charge
      applies.




13


A
      US
      holder may generally avoid this regime by electing to treat its PFIC shares
      as a
“qualified electing fund.” If a US holder elects to treat PFIC shares as a
      qualified electing fund, the US holder must include annually in gross income
      (for each year in which PFIC status is met) his pro rata share of the PFIC’s
      ordinary earnings and net capital gains, whether or not such amounts are
      actually distributed to the US holder. Since fiscal 2005, we have complied
      with
      the record-keeping and reporting requirements that are a prerequisite to making
      a “qualified electing fund” election. While we plan to continue to comply with
      such requirements, if, in the future, meeting those record-keeping and reporting
      requirements becomes onerous, we may decide, in our sole discretion, that such
      compliance is impractical and will so notify US holders.




In
      view
      of the complexity of the issues regarding our treatment as a PFIC, US
      shareholders are urged to consult their own tax advisors for guidance as to
      our
      status as a PFIC.




For
      further discussion of tax consequences if we are a PFIC, see “Item 10:
      Additional Information - Taxation - US Federal Income Tax Considerations -
      Tax
      Consequences If We Are A Passive Foreign Investment Company” below.




***Provisions
      of Israeli corporate law may delay, prevent or affect a potential acquisition
      of
      all or a significant portion of our shares or assets and therefore depress
      the
      price of our ordinary shares.***




Israeli
      corporate law regulates acquisitions of shares through tender offers. It
      requires special approvals for transactions involving significant shareholders
      and regulates other matters that may be relevant to these types of transactions.
      The provisions of Israeli law may delay or prevent an acquisition, or make
      it
      less desirable to a potential acquirer and therefore depress the price of our
      shares. Further, Israeli tax considerations may make potential transactions
      undesirable to us or to some of our shareholders.




Israeli
      corporate law provides that an acquisition of shares in a public company must
      be
      made by means of a tender offer if, as a result of such acquisition, the
      purchaser would become shareholder with over 25% of the voting rights in the
      company. This rule does not apply if there is already another shareholder of
      the
      company with 25% or more of the voting rights. Similarly, Israeli corporate
      law
      provides that an acquisition of shares in a public company must be made by
      means
      of a tender offer if, as a result of the acquisition, the purchaser's
      shareholdings would entitle the purchaser to over 45% of the voting rights
      in
      the company, unless there is a shareholder with 50% or more of the voting rights
      in the company. These rules do not apply if the acquisition is made by way
      of a
      merger. Regulations promulgated under Israeli corporate law provide that these
      tender offer requirements do not apply to companies whose shares are listed
      for
      trading outside of Israel if, according to the law in the country in which
      the
      shares are traded, including the rules and regulations of the stock exchange
      or
      which the shares are traded, either:




·
            there
                is a limitation on acquisition of any level of control of the company;
                or




·
            the
                acquisition of any level of control requires the purchaser to do
                so by
                means of a tender offer to the
                public.




Finally,
      in general, Israeli tax law treats specified acquisitions less favorably than
      does US tax law. See "Item 10: Additional Information - Taxation - Israeli
      Tax
      Considerations" below.




***Our
      ADR holders are not shareholders and do not have shareholder
      rights.***




The
      Bank
      of New York, as depositary, executes and delivers our American Depositary
      Receipts, or ADRs, on our behalf. Each ADR is a certificate evidencing a
      specific number of American Depositary Shares, also referred to as ADSs. Our
      ADR
      holders will not be treated as shareholders and do not have the rights of
      shareholders. The depositary will be the holder of the shares underlying our
      ADRs. Holders of our ADRs will have ADR holder rights. A deposit agreement
      among
      us, the depositary and our ADR holders, and the beneficial owners of ADRs,
      sets
      out ADR holder rights as well as the rights and obligations of the depositary.
      New York law governs the deposit agreement and the ADRs. Our shareholders have
      shareholder rights. Israeli law and our Articles of Association, or Articles,
      govern shareholder rights. Our ADR holders do not have the same voting rights
      as
      our shareholders. Shareholders are entitled to our notices of general meetings
      and to attend and vote at our general meetings of shareholders. At a general
      meeting, every shareholder present (in person or by proxy, attorney or
      representative) and entitled to vote has one vote on a show of hands. Every
      shareholder present (in person or by proxy, attorney or representative) and
      entitled to vote has one vote per fully paid ordinary share on a poll. This
      is
      subject to any other rights or restrictions which may be attached to any shares.
      Our ADR holders may instruct the depositary to vote the ordinary shares
      underlying their ADRs, but only if we ask the depositary to ask for their
      instructions. If we do not ask the depositary to ask for the instructions,
      our
      ADR holders are not entitled to receive our notices of general meeting or
      instruct the depositary how to vote. Our ADR holders will not be entitled to
      attend and vote at a general meeting unless they withdraw the ordinary shares.
      However, our ADR holders may not know about the meeting enough in advance to
      withdraw the shares. If we ask for our ADR holders’ instructions, the depositary
      will notify our ADR holders of the upcoming vote and arrange to deliver our
      voting materials and form of notice to them. The depositary will try, as far
      as
      practical, subject to the provisions of the deposit agreement, to vote the
      shares as our ADR holders instruct. The depositary will not vote or attempt
      to
      exercise the right to vote other than in accordance with the instructions of
      the
      ADR holders. We cannot assure our ADR holders that they will receive the voting
      materials in time to ensure that they can instruct the depositary to vote their
      shares. In addition, there may be other circumstances in which our ADR holders
      may not be able to exercise voting rights.




14


Our
      ADR
      holders do not have the same rights to receive dividends or other distributions
      as our shareholders. Subject to any special rights or restrictions attached
      to a
      share, the directors may determine that a dividend will be payable on a share
      and fix the amount, the time for payment and the method for payment (although
      we
      have never declared or paid any cash dividends on our ordinary stock and we
      do
      not anticipate paying any cash dividends in the foreseeable future). Dividends
      may be paid on shares of one class but not another and at different rates for
      different classes. Dividends and other distributions payable to our shareholders
      with respect to our ordinary shares generally will be payable directly to them.
      Any dividends or distributions payable with respect to ordinary shares will
      be
      paid to the depositary, which has agreed to pay to our ADR holders the cash
      dividends or other distributions it or the custodian receives on shares or
      other
      deposited securities, after deducting its fees and expenses. Our ADR holders
      will receive these distributions in proportion to the number of shares their
      ADSs represent. In addition, there may be certain circumstances in which the
      depositary may not pay to our ADR holders amounts distributed by us as a
      dividend or distribution. See the risk factor “- There are circumstances where
      it may be unlawful or impractical to make distributions to the holders of our
      ADRs” below.




***There
      are circumstances where it may be unlawful or impractical to make distributions
      to the holders of our ADRs.***




The
      deposit agreement with the depositary allows the depositary to distribute the
      foreign currency only to those ADR holders to whom it is possible to do so.
      If a
      distribution is payable by us in New Israeli Shekels or Pounds Sterling, the
      depositary will hold the foreign currency it cannot convert for the account
      of
      the ADR holders who have not been paid. It will not invest the foreign currency
      and it will not be liable for any interest. If the exchange rates fluctuate
      during a time when the depositary cannot convert the foreign currency, our
      ADR
      holders may lose some of the value of the distribution.




The
      depositary is not responsible if it decides that it is unlawful or impractical
      to make a distribution available to any ADR holders. This means that our ADR
      holders may not receive the distributions we make on our shares or any value
      for
      them if it is illegal or impractical for us to make them available to
      them.




**Risks
      Relating to Operations in Israel**




***Conditions
      in the Middle East and in Israel may harm our
      operations.***




Certain
      of our research and development facilities and some of our suppliers are located
      in Israel. Political, economic and military conditions in Israel directly affect
      our operations. Since the establishment of the State of Israel in 1948, a number
      of armed conflicts have taken place between Israel and its Arab neighbors,
      as
      well as incidents of civil unrest, military conflicts and terrorist actions.
      There has been a significant increase in violence since September 2000, which
      has continued with varying levels of severity through to the present. This
      state
      of hostility has caused security and economic problems for Israel. To date,
      we
      do not believe that the political and security situation has had a material
      adverse impact on our business, but we cannot give you any assurance that this
      will continue to be the case. Any hostilities involving Israel or the
      interruption or curtailment of trade between Israel and its present trading
      partners could adversely affect our operations and could make it more difficult
      for us to raise capital.




Our
      commercial insurance does not cover losses that may occur as a result of events
      associated with the security situation in the Middle East. Although the Israeli
      government currently covers the reinstatement value of direct damages that
      are
      caused by terrorist attacks or acts of war, we cannot assure you that this
      government coverage will be maintained. Any losses or damages incurred by us
      could have a material adverse effect on our business. Any armed conflicts or
      political instability in the region would likely negatively affect business
      conditions and could harm our results of operations.




Further,
      in the past, the State of Israel and Israeli companies have been subjected
      to an
      economic boycott. Several countries still restrict business with the State
      of
      Israel and with Israeli companies. These restrictive laws and policies may
      have
      an adverse impact on our operating results, financial condition or the expansion
      of our business.




15


***Our
      results of operations may be adversely affected by inflation and foreign
      currency fluctuations.***




We
      generate all of our revenues and hold most of our cash, cash equivalents, bank
      deposits and marketable securities in US dollars. While a substantial amount
      of
      our operating expenses are in US dollars, we incur a portion of our expenses
      in
      New Israeli Shekels (approximately 20% in 2005). In addition, we also pay for
      some of our services and supplies in the local currencies of our suppliers.
      As a
      result, we are exposed to the risk that the US dollar will be devalued against
      the New Israeli Shekel or other currencies, and as result our financial results
      could be harmed if we are unable to guard against currency fluctuations in
      Israel or other countries in which services and supplies are obtained in the
      future. Accordingly, we may in the future enter into currency hedging
      transactions to decrease the risk of financial exposure from fluctuations in
      the
      exchange rates of currencies. These measures, however, may not adequately
      protect us from the adverse effects of inflation in Israel. In addition, we
      are
      exposed to the risk that the rate of inflation in Israel will exceed the rate
      of
      devaluation of the New Israeli Shekel in relation to the dollar or that the
      timing of any devaluation may lag behind inflation in Israel.




***The
      Office of the Chief Scientist may refuse to approve the manufacture of our
      products outside the State of Israel.***





We
      have
      in the past participated in programs offered by the Office of the Chief
      Scientist under the Industry, Trade and Labor Ministry of Israel that supports
      research and development activities. Through December 31, 2005, we have received
      $7.3 million in grants from the Office of the Chief Scientist for several
      projects, most of which are currently under development. Israeli law requires
      that the manufacture of products developed with government grants be carried
      out
      in Israel, unless the Office of the Chief Scientist provides a special approval
      to the contrary. This approval, if provided, is generally conditioned on an
      increase in the total amount to be repaid to the Office of the Chief Scientist
      to between 120% and 300% of the amount of funds granted. While we believe that
      the Office of the Chief Scientist does not unreasonably withhold approval if
      the
      request is based upon commercially justified circumstances and any payment
      obligations to the Office of the Chief Scientist are sufficiently assured,
      the
      matter is solely within its discretion. We cannot be sure that such approval,
      if
      requested, would be granted upon terms satisfactory to us or granted at all.
      Without such approval, we would be unable to manufacture any products developed
      by this research outside of Israel, which may greatly restrict any potential
      revenues from such products.





***We
      may not continue to be entitled to certain tax benefits from the Israeli
      government.***




We
      are
      entitled to receive certain tax benefits as a result of the Approved Enterprise
      status of our existing facilities in Israel. The Law for the Encouragement
      of
      Capital Investment, 1959, as amended, provides that a proposed capital
      investment in eligible facilities may, upon application to the Investment Center
      of the Ministry of Industry and Trade of the State of Israel, permit a company
      to recognize taxable income attributable to the Approved Enterprise subject
      to
      company tax at the maximum rate of 25% rather than the usual rate in 2006 of
      31%. This usual rate is currently scheduled to decrease as follows: in 2007
      -
      29%, 2008 - 27%, 2009 - 26%, 2010 and after - 25%. For further discussion of
      these tax benefits, see “Item 10 - Additional Information - Taxation - Israeli
      Tax Considerations” below. To date we have not received any such tax benefits
      because we have not generated any taxable income to date. To maintain our
      eligibility for these tax benefits, we must meet certain reporting requirements
      and certain conditions that we have either obligated ourselves to meet or that
      are included in the Certificate of Approval from the Investment Center of the
      Ministry of Industry and Trade of the State of Israel. If we cease to become
      entitled to tax benefits, we may be required to pay repay corporate tax at
      the
      normal rate on all or part of the taxable income that we may generate from
      the
      eligible facilities in the future.




***It
      may be difficult to enforce a US judgment against us, our officers or our
      directors or to assert US securities law claims in
      Israel.***




Service
      of process upon us, since we are incorporated in Israel, and upon our directors
      and officers and our Israeli auditors, some of whom reside outside the US,
      may
      be difficult to obtain within the US In addition, because substantially all
      of
      our assets and some of our directors and officers are located outside the US,
      any judgment obtained in the US against us or any of our directors and officers
      may not be collectible within the US There is a doubt as to the enforceability
      of civil liabilities under the Securities Act or the Exchange Act pursuant
      to
      original actions instituted in Israel. Subject to particular time limitations
      and provided certain conditions are met, executory judgments of a US court
      for
      monetary damages in civil matters may be enforced by an Israeli court. For
      more
      information regarding the enforceability of civil liabilities against us, our
      directors and our executive officers, see “Item 10: Additional Information -
      Memorandum and Articles of Association - Enforceability of Civil Liabilities”
below.




16


**ITEM
      4. INFORMATION ON THE COMPANY**




**History
      and Development of the** **Company**




We
      are a
      biopharmaceutical company engaged in the acquisition, development and
      commercialization of pharmaceutical products for the treatment of infectious
      diseases, particularly the treatment of hepatitis C. We are developing XTL-2125,
      a small molecule non-nucleoside, polymerase inhibitor for the treatment of
      patients with hepatitis C. In May 2006, we announced the initiation of a Phase
      I
      clinical trial with XTL-2125 in patients with chronic hepatitis C. A second
      drug
      candidate, XTL-6865, is also being developed for the treatment of patients
      with
      hepatitis C. XTL-6865 is a combination of two monoclonal antibodies against
      the
      hepatitis C virus. The antibodies comprising XTL-6865 are expected to “trap” the
      virus in the patient’s serum and prevent the infection of healthy liver cells.
      In September 2005, we announced the initiation of a Phase Ia clinical trial
      with
      XTL-6865 in patients with chronic hepatitis C. Our third program in the
      hepatitis C area is the Diversity Oriented Synthesis, or DOS, program. This
      program is focused on the development of novel hepatitis C small molecule
      inhibitors. These compounds are presently being optimized. We expect to identify
      the first clinical candidate from the DOS program and start investigational
      new drugenabling, or IND-enabling, good laboratory practices safety, or GLP-safety,
      studies with this clinical candidate in the second half of 2006. Another product
      under development, HepeX-B, is designed to prevent re-infection with hepatitis
      B
      in liver transplant patients, and was recently studied in a Phase IIb trial
      in
      liver transplant patients. Worldwide rights for HepeX-B were licensed to Cubist
      Pharmaceuticals Inc., or Cubist, in exchange for certain milestone payments
      and
      future royalties on Cubist’s net sales. In December 2005, data from the Phase
      IIb trial in liver transplant patients showed that patients treated with HepeX-B
      experienced no evidence of viral reinfection. Cubist recently met with the
      FDA
      to discuss proposed changes to the method of manufacture and formulation of
      HepeX-B. Cubist is expected to meet again with the FDA in the next few months
      to
      discuss the implications of these changes on the next stage of the clinical
      program.




Our
      legal
      and commercial name is XTL Biopharmaceuticals Ltd. We were established as a
      private company limited by shares under the laws of the State of Israel on
      March
      9, 1993, under the name Xenograft Technologies Ltd. We re-registered as a public
      company on June 7, 1993, in Israel, and changed our name to XTL
      Biopharmaceuticals Ltd. on July 3, 1995. We commenced operations to use and
      commercialize technology developed at the Weizmann Institute, in Rehovot,
      Israel. Until 1999, our therapeutic focus was on the development of human
      monoclonal antibodies to treat viral, autoimmune
      and oncological diseases. Our first therapeutic programs focused on antibodies
      against the hepatitis B virus, interferon - γ and the hepatitis C
      virus.




Our
      ordinary shares are traded on the London Stock Exchange under the symbol “XTL,”
and on the Tel Aviv Stock Exchange under the symbol “XTL.” Our ADRs are quoted
      on the Nasdaq Stock Market under the symbol “ XTLB. ”
We
      operate under the laws of the State of Israel, under the Israeli Companies
      Act,
      the regulations of the United Kingdom Listing Authority, which governs our
      listing on the London Stock Exchange, and in the US, the Securities Act, the
      Exchange Act and the regulation of the Nasdaq Stock Market.




Our
      principal offices are located at 750 Lexington Avenue, 20th Floor, New York,
      New
      York 10022 and our telephone number is 212-531-5960. The principal offices
      of
      XTL Biopharmaceuticals, Inc., our wholly-owned US subsidiary and agent for
      service of process in the US, are located at 750 Lexington Avenue, 20th Floor,
      New York, NY 10022, and its telephone number is 212-531-5960. Our primary
      internet address is www.xtlbio.com. None of the information on our website
      is
      incorporated by reference into this annual report.




On
      March
      22, 2006, we completed a private placement of 46,666,670 ordinary shares
      (equivalent to 4,666,667 ADRs) at $0.60 per share ($6.00 per ADR), together
      with
      warrants for the purchase of an aggregate of 23,333,335 ordinary shares
      (equivalent to 2,333,333.5 ADRs) at an exercise price of $0.875 ($8.75 per
      ADR).
      Total proceeds to us from this private placement were approximately $24.4
      million, net of offering expenses of approximately $3.6 million. Since
      inception, we raised net proceeds of approximately $128.8 million to fund our
      activities, including the estimated net proceeds from our recent private
      placement.




For
      the
      years ended December 31, 2005, 2004, and 2003 our capital expenditures were
      $38,000, $180,000 and $81,000, respectively. Our capital expenditures were
      primarily associated with the purchase of lab equipment for our research and
      development activities. There were no material divestitures during the years
      ended December 31, 2005, 2004 and 2003.




17


In
      August
      2005, we entered into an asset purchase agreement with VivoQuest, a privately
      held biotechnology company based in the US, pursuant to which we agreed to
      purchase from VivoQuest certain assets, including VivoQuest’s laboratory
      equipment, and to assume VivoQuest’s lease of its laboratory space. In
      consideration, we paid $450,000 to VivoQuest, which payment was satisfied by
      the
      issuance of ordinary shares having a fair market value in the same amount as
      of
      the closing date. In addition, we entered into a license agreement with
      VivoQuest pursuant to which we acquired exclusive worldwide rights to
      VivoQuest’s intellectual property and technology. The license covers a
      proprietary compound library, including VivoQuest’s lead HCV compounds, that was
      developed through the use of Diversity Oriented Synthesis, or DOS, technology.
      The terms of the license agreement include an initial upfront license fee of
      approximately $941,000 that was paid in our ordinary shares. The license
      agreement also provides for additional milestone payments triggered by certain
      regulatory and sales targets. These milestone payments total $34.6 million,
      $25.0 million of which will be due upon or following regulatory approval or
      actual product sales, and are payable in cash or ordinary shares at our
      election. In addition, the license agreement requires that we make royalty
      payments on product sales. The asset purchase agreement and the license
      agreement with VivoQuest was completed in September 2005 (see “Item 10:
      Additional Information -Material Contracts.”).




**Business
      Overview**




***Introduction***




We
      are a
      biopharmaceutical company engaged in the acquisition, development and
      commercialization of pharmaceutical products for the treatment of infectious
      diseases, particularly the treatment of hepatitis C.




We
      currently have four products/programs under development:




·
            **XTL-2125**is
                being developed for the treatment of hepatitis C. XTL-2125 is a novel
                orally-available non-nucleoside HCV RNA polymerase inhibitor. XTL-2125
                has
                demonstrated potent activity against the hepatitis C virus in several
                pre-clinical systems. IND-enabling GLP studies demonstrated that
                XTL-2125
                has favorable oral pharmacokinetics and a good safety profile in
                multiple
                animal species. In May 2006, we announced the initiation of a Phase
                I,
                placebo-controlled, dose escalation trial of XTL-2125 in chronic
                HCV
                patients. The compound was in-licensed by us from B&C Biopharm Co.,
                Ltd., a Korean drug development company.




·
            **XTL-6865**is
                also being developed for the treatment of hepatitis C. XTL-6865 (formerly
                known as the HepeX-C program) is a combination of two fully human
                monoclonal antibodies (Ab68 and Ab65) against the hepatitis C virus
                E2
                envelope protein. The antibodies comprising XTL-6865 are expected
                to
                “trap” the virus in the patient’s serum and prevent the infection of
                healthy liver cells. A single antibody version of this product was
                tested
                in a pilot clinical program that included both Phase I and Phase
                II
                clinical trials. In April 2005, we submitted an IND to the FDA in
                order to
                commence a Phase Ia/Ib clinical trial for XTL-6865, the dual-antibody
                product. In September 2005, we announced the initiation of a Phase
                Ia
                clinical trial with XTL-6865 in patients with chronic hepatitis
                C.




·
            **DOS**is
                a pre-clinical program focused on the development of novel hepatitis
                C
                small molecule inhibitors.  Compounds developed to date inhibit HCV
                replication in a pre-clinical cell-based assay with potencies comparable
                to clinical stage drugs. These compounds are presently being optimized.
                We
                expect to identify the first clinical candidate from the Diversity
                Oriented Synthesis, or DOS, program and start IND-enabling GLP-safety
                studies with this clinical candidate in the second half of 2006.




·
            **HepeX-B**is
                being developed to prevent re-infection with hepatitis B, known as
                HBV, in
                liver transplant patients. HepeX-B is a mixture of two fully human
                monoclonal antibodies, which bind to the HBV surface antigen, or
                HBsAg. In
                December 2005, data from the Phase IIb trial in liver transplant
                patients
                showed that patients treated with HepeX-B experienced no evidence
                of viral
                reinfection. Worldwide rights for HepeX-B were licensed to Cubist
                in 2004,
                in exchange for certain milestone payments and future royalties on
                Cubist’s net sales. Cubist recently met with the FDA to discuss proposed
                changes to the method of manufacture and formulation of HepeX-B.
                Cubist is
                expected to meet again with the FDA in the next few months to discuss
                the
                implications of these changes on the next stage of the clinical
                program.




To
      date,
      we have not received approval for the sale of any of our drug candidates in
      any
      market and, therefore, have not generated any commercial revenues from the
      sales
      of our drug candidates. Moreover, preliminary results of our pre-clinical or
      clinical tests do not necessarily predict the final results, and acceptable
      results in early preclinical or clinical testing might not be obtained in later
      clinical trials. Drug candidates in the later stages of clinical development
      may
      fail to show the desired safety and efficacy traits despite having progressed
      through initial clinical testing. We have received license and reimbursed out
      of
      pocket expense revenue pursuant to our agreement with Cubist with respect to
      HepeX-B, although HepeX-B has not yet been commercialized.





18


***Our
      Strategy***





Under
      our
      current strategy, we plan to:





·
            continue
                the clinical development of XTL-2125 and XTL-6865;




·
            identify
                clinical candidates from our DOS program and advance them into clinical
                development; and




·
            seek
                to in-license or acquire additional
                candidates.







***Products
      Under Development*** ****




We
      are
      developing several products for the treatment of hepatitis C. Chronic hepatitis
      C is a serious life-threatening disease which affects around 170 to 200 million
      people worldwide, according to a Datamonitor report from April 2005. We estimate
      that between eight to 10 million of these people reside in the US, Europe and
      Japan. According to the BioSeeker Group, 20% to 30% of chronic hepatitis
      patients will eventually develop progressive liver disease that may lead to
      decomposition of the liver or hepatocellular carcinoma (liver cancer). According
      to the National Digestive Diseases Information Clearing House (NDDIC), each
      year
      10,000 to 12,000 people die from HCV in the US alone. The Centers for Disease
      Control, or CDC, predicts, that by the end of this decade, the number of deaths
      due to HCV in the US will surpass the number of deaths due to AIDS.





According
      to the BioSeeker Group, the worldwide market for the treatment of chronic HCV
      in
      2003 was estimated at $3 billion and consists entirely of Interferon-based
      treatments. Interferon alpha was first approved for use against chronic
      hepatitis C in 1991. At present, the optimal regimen appears to be a 24 or
      48
      week course of the combination of Pegylated-Interferon and Ribavirin. In studies
      done at the St. Louis University School of Medicine, a 24 week course of this
      combination therapy yields a sustained response rate of approximately 40% to
      45%
      in patients with genotype 1 (the most prevalent genotype in the western world
      according to the CDC) and a better sustained response with a 48 week course.





**XTL-2125**





XTL-2125
      is a novel non-nucleoside HCV RNA polymerase inhibitor that is being developed
      for the treatment of chronic hepatitis C. XTL-2125’s ability to inhibit HCV
      replication was demonstrated in XTL's proprietary cell-based assay for HCV
      infectivity.  In addition, XTL-2125 was orally active in XTL’s proprietary
      Trimera mouse model. IND-enabling GLP studies demonstrated that XTL-2125 has
      a
      favorable oral pharmacokinetics and a good safety profile in multiple animal
      species.




In
      the
      fourth quarter of 2005, we filed an application with the Israel Ministry of
      Health to conduct Phase I human trials of XTL-2125 in chronic HCV
      patients.  In May 2006, we announced the initiation of patient dosing in a
      Phase I clinical trial of XTL-2125 for the treatment of chronic HCV. The Phase
      I
      trial is a placebo controlled, randomized, dose escalating study, which will
      evaluate the safety, tolerability and antiviral activity of single and multiple
      doses of XTL-2125. The study will enroll 48 patients into six cohorts comprised
      of eight patients each (of which two are placebo patients). Each patient will
      receive a single dose, followed by a 14-day multi-dosing regimen commencing
      one
      week after the single dose administration.





**XTL-6865**





XTL-6865
      is being developed for the treatment of hepatitis C. XTL-6865 is a combination
      of two fully human monoclonal antibodies (Ab68 and Ab65) against the hepatitis
      C
      virus E2 envelope protein. The antibodies comprising XTL-6865 are expected
      to
“trap” the virus in the patient’s serum and prevent the infection of healthy
      liver cells. A single antibody version of this product, then referred to as
      HepeX-C, was tested in a pilot clinical program that included both Phase I
      and
      Phase II clinical trials. In April 2005, we submitted an IND to the FDA in
      order
      to commence a Phase Ia/Ib clinical trial for XTL-6865, the dual-antibodies
      product. In September 2005, we announced the initiation of a Phase Ia clinical
      trial with XTL-6865 in patients with chronic hepatitis C.




The
      two
      antibodies comprising XTL-6865 were selected by screening a large panel of
      candidates based on their high level of activity against the virus in our
      proprietary HCV models. We believe that a combination of two antibodies that
      bind to different epitopes is essential to provide broad coverage of virus
      quasispecies, and to minimize the probability for escape from therapy. We have
      shown that the two antibodies chosen (Ab68 and Ab65) specifically bind and
      immunoprecipitate viral particles from infected patients’ sera with different
      HCV genotypes. In addition, both antibodies reduced mean viral load in
      HCV-Trimera mice. We have also shown that incubation of an infectious human
      serum with Ab68 or Ab65 prevented the serum’s ability to infect human liver
      cells and human liver tissue.




19


The
      current Phase Ia study is designed to evaluate the safety, tolerability, and
      virologic activity of escalating single doses of XTL-6865 in patients with
      chronic hepatitis C virus infection, and to assess the pharmacokinetics of
      XTL-6865 in the presence of viral infection. The current study will be a
      randomized, double blind, placebo-controlled, multi-center design. The following
      XTL-6865 doses will be administered to groups of four patients each: 5 mg,
      20
      mg, 75 mg, 250 mg, 600 mg, 1200 mg, 2400 mg, and placebo. Within each group,
      three subjects will receive XTL-6865 and one subject will receive placebo.
      No
      patient will be enrolled in more than one dose level. Up to two additional
      groups of four patients may be enrolled at the current or intermediate doses
      to
      obtain additional safety or pharmacokinetic/pharmacodynamic data and to more
      accurately define the Maximum Tolerated Dose (MTD). Concentrations of anti-E2
      antibody and HCV RNA in the peripheral blood will be periodically
      evaluated.




The
      single antibody HepeX-C product candidate (Ab68) was tested in a pilot clinical
      program, which included:




·
            ***A
                Phase Ia/Ib Clinical Program in Patients with Chronic
                HCV****,*which
                demonstrated the safety and tolerability of using single and multi-doses
                of Ab68 up to 120mg for a 28 day dosing period. In terms of efficacy,
                eight out of 25 patients had at least a 90% reduction in HCV-RNA
                levels
                from pre-treatment levels following administration of Ab68. These
                trials
                provided safety data, as well as a preliminary indication of anti-viral
                activity in humans.·
            ***A
                Phase IIa Clinical Trial with Ab68 Following Liver
                Transplant***,
                which demonstrated the safety and tolerability of Ab68 up to 240mg
                for a
                12 week dosing period. The study was planned as a blinded,
                placebo-controlled, dose-escalating study in a total of 24 liver
                transplant patients receiving six different doses of Ab68 (20mg,
                40mg,
                80mg, 120mg, 240mg, and 480mg). Ab68 was administered once during
                the
                transplantation, then up to three times during the first 24 hours
                following transplantation, then daily during the following six days,
                and
                then in decreasing frequency during the following eleven weeks. The
                480mg
                dose level was not tested due to a clinical hold as a result of an
                intraoperative death of the first patient tested at the 480mg dose
                level
                (later determined by the medical examiner to be related to pulmonary
                emboli (blood clots in the lung). The FDA later cleared the clinical
                hold,
                but we decided to discontinue the study and focus further development
                efforts on the dual antibody product, XTL-6865. No other drug-related
                serious adverse events were reported during this study.During
              the period of daily dosing (the first seven days following the
              transplant), reduction in viral load from baseline were greater in
              the two
              highest dose groups (120 mg and 240 mg) compared to the placebo group.
              On
              day one following the transplant (when Ab68 was administered three
              times)
              the median reduction in viral load from baseline of the highest dose
              group
              (240mg) was 1-log (90%) greater than the placebo group. The 120mg and
              240mg dose groups had a greater reduction in viral load than the placebo
              group during the first week when dosed daily. This effect was less
              evident
              when dosed less frequently than daily. This data provided additional
              evidence of anti-viral activity in immunosuppressed patients. It should
              be
              noted that the small number of patients in this pilot study did not
              allow
              us to draw statistical analysis.




**DOS**




DOS
      is a
      pre-clinical program focused on the development of three families of novel
      hepatitis C small molecule inhibitors.  Compounds in each family inhibited
      HCV replication in a pre-clinical cell-based assay with potencies comparable
      to
      clinical stage drugs.  These compounds are presently being optimized. We
      expect to identify the first clinical candidate from the DOS program and start
      IND-enabling GLP-safety studies with this clinical candidate in the second
      half
      of 2006.




We
      gained
      access to the DOS program through a license and asset purchase agreement with
      VivoQuest Inc. that was completed in September 2005. Under this agreement,
      we
      licensed lead HCV molecules, a proprietary compound library and medicinal
      chemistry technologies.  The DOS small molecule chemistry
      technology developed at VivoQuest was used to create these molecules and is
      currently being used to produce optimized compounds for advanced pre-clinical
      and IND-enabling GLP safety studies. See “Item 10: Additional Information
      -Material Contracts.”




20


**HepeX-B**




HepeX-B
      is being developed to prevent re-infection with HBV in liver transplant
      patients. Protection of the transplanted liver from recurrent HBV infection
      is
      critical to preserving graft function. Life-long HBV prophylactic treatment
      is
      typically necessary, since the virus remains in several other body compartments
      following removal of the infected liver. Without treatment, Hepatitis B
      infection of the transplanted liver reoccurs rapidly resulting in progressive
      disease, graft failure, and death.




HepeX-B
      is a mixture of two fully human monoclonal antibodies which bind to the HBV
      surface antigen, or HBsAg. HepeX-B is being developed as an alternative to
      the
      present standard-of-care, hepatitis B Immunoglobulin, or HBIg, which has several
      disadvantages, among them complicated and uncomfortable patient administration
      (intravenous or painful intra-muscular injection). In addition, as HepeX-B
      is
      isolated from human blood, risk of infection from blood-borne organisms is
      minimal. The present market size of HBIg is estimated to be about $100 million
      per year worldwide.




HepeX-B
      was recently studied in a Phase IIb clinical trial in liver transplant patients.
      In the Phase IIb study, HepeX-B was studied as maintenance therapy to prevent
      reinfection with hepatitis B in liver transplant patients. The data from the
      Phase IIb study was derived from patients who had completed at least six months
      of therapy, which was the treatment duration at which the primary endpoint
      was
      measured. Eleven patients received monthly 20 mg infusions of HepeX-B; ten
      received monthly infusions of 40 mg HepeX-B; and nine received monthly infusions
      of 5000 IU HBIg (current standard of care). Data from liver transplant patients
      who were treated with monthly infusions of 20 or 40 mg HepeX-B versus 5000
      IU of
      HBIg showed that patients with either dose of HepeX-B experienced no evidence
      of
      viral reinfection. The data also showed fewer and less serious adverse
      experiences reported in both HepeX-B groups as compared to the HBIg group,
      although the differences were not statistically significant given the number
      of
      patients in the trial. Patients who were treated with HepeX-B as well as HBIg
      also received concurrent HBV polymerase inhibitor.




Prior
      to
      the initiation of the Phase IIb study in liver transplant patients, we conducted
      a Phase I clinical study in twelve healthy volunteers to determine the
      pharmacokinetic properties of HepeX-B. The study evaluated a single intravenous
      infusion of 10mg or 40mg of HepeX-B with subsequent follow-up over a 12-week
      period. HepeX-B was well tolerated by all subjects. Although our study did
      not
      directly compare HepeX-B to HBIg, the trough antibody concentrations achieved
      with 10mg and 40mg doses of HepeX-B were similar to or higher than
      concentrations achieved with standard doses of HBIg used in current treatment
      protocols (10,000mg), thus potentially enabling the development of a low volume,
      “patient friendly” formulation.




Orphan
      drug status, a regulatory designation that provides exclusive marketing rights
      to drug candidates that would not otherwise be commercially viable, has been
      granted for HepeX-B in the US and Europe.




In
      June
      2004, we announced the completion of a license agreement with Cubist for the
      worldwide development and commercialization of HepeX-B. Under this agreement,
      as
      amended, we were responsible for certain clinical and product development
      activities of HepeX-B through August 2005, at the expense of Cubist. We have
      transferred full responsibility for completing the development of HepeX-B to
      Cubist. Cubist will be responsible for completing the development and for
      registration and commercialization of the product worldwide. Under the terms
      of
      the agreement, as amended, Cubist paid us an initial up-front payment of $1
      million upon the signing of the agreement, a further aggregate amount of $1
      million as collaboration support was paid in 2004, and an additional amount
      of
      up to $3 million will be paid upon achievement of certain regulatory milestones.
      Under the agreement, we are entitled to receive royalties from net sales by
      Cubist, generally ranging from 10% to 17%. In the event that the actual costs
      incurred in conducting activities that Cubist determines are necessary or
      advisable to obtain regulatory approval for HepeX-B for the prevention of
      recurrent hepatitis B infections in liver transplant patients exceed $33.9
      million, any costs in excess shall be borne in equal share by us and
      Cubist.




Cubist
      recently met with the FDA to discuss proposed changes to the method of
      manufacture and formulation of HepeX-B. Specifically, Cubist plans to shift
      from
      the use of hybridoma cells to Chinese Hamster Ovary (CHO) cells and to switch
      to
      subcutaneous delivery prior to Phase III. The objective of the manufacturing
      change is to provide a stable platform for commercialization. The switch to
      subcutaneous administration is meant to increase patient convenience and
      compliance with chronic therapy. Cubist is expected to meet again with the
      FDA
      in the next few months to discuss the implications of these changes on the
      next
      stage of the clinical program.




21







***Proprietary
      Technology***




Our
      proprietary Trimera technology is a method for introducing functional human
      cells or tissue into a mouse. The Trimera technology is a patented tool whereby
      murine immune systems are ablated by radiation, and bone marrow is transplanted
      from genetically immuno-deficient mice to re-enable red blood cell production.
      The result is the production of “radiation chimeras.” As these chimeras have no
      immune system, they are able to accept implanted human cells, without rejection,
      thereby creating a “Trimera.” The resulting mouse can be used:




·
            to
                generate humanized monoclonal antibodies, or hMAbs (the “Trimera hMAb
                Technology”); and/or  ·
            as
                an animal model of human disease (the “Trimera Model Technology”).




These
      models can be used for testing various approaches to treat human disease,
      including the development of new prophylactic and therapeutic products and
      have
      been used to discover the HepeX-B product and to screen the activity of XTL-6865
      and XTL-2125.





***Intellectual
      Property and Patents***




**General**




Patents
      and other proprietary rights are very important to the development of our
      business. We will be able to protect our proprietary technologies from
      unauthorized use by third parties only to the extent that our proprietary rights
      are covered by valid and enforceable patents or are effectively maintained
      as
      trade secrets. It is our intention to seek and maintain patent and trade secret
      protection for our drug candidates and our proprietary technologies. As part
      of
      our business strategy, our policy is to actively file patent applications in
      the
      US and internationally to cover methods of use, new chemical compounds,
      pharmaceutical compositions and dosing of the compounds and compositions and
      improvements in each of these. We also rely on trade secret information,
      technical know-how, innovation and agreements with third parties to continuously
      expand and protect our competitive position. Because of the extensive time
      required for development, testing and regulatory review of a potential product,
      it is possible that before we commercialize any of our products, any related
      patent may expire or remain in existence for only a short period following
      commercialization, thus reducing any commercial advantage or financial value
      attributable to the patent.




Generally,
      patent applications in the US are maintained in secrecy for a period of
      18 months or more. Since publication of discoveries in the scientific or
      patent literature often lag behind actual discoveries, we are not certain that
      we were the first to make the inventions covered by each of our pending patent
      applications or that we were the first to file those patent applications. The
      patent positions of biotechnology and pharmaceutical companies are highly
      uncertain and involve complex legal and factual questions. Therefore, we cannot
      predict the breadth of claims allowed in biotechnology and pharmaceutical
      patents, or their enforceability. To date, there has been no consistent policy
      regarding the breadth of claims allowed in biotechnology patents. Third parties
      or competitors may challenge or circumvent our patents or patent applications,
      if issued. Granted patents can be challenged and ruled invalid at any time,
      therefore the grant of a patent is not of itself sufficient to demonstrate
      our
      entitlement to a proprietary right. The disallowance of a claim or invalidation
      of a patent in any one territory can have adverse commercial consequences in
      other territories.




If
      our
      competitors prepare and file patent applications in the US that claim technology
      also claimed by us, we may choose to participate in interference proceedings
      declared by the US Patent and Trademark Office to determine priority of
      invention, which could result in substantial cost, even if the eventual outcome
      is favorable to us. While we have the right to defend patent rights related
      to
      our licensed drug candidates and technologies, we are not obligated to do so.
      In
      the event that we decide to defend our licensed patent rights, we will be
      obligated to cover all of the expenses associated with that effort.




If
      patents are issued to others containing preclusive or conflicting claims and
      these claims are ultimately determined to be valid, we may be required to obtain
      licenses to these patents or to develop or obtain alternative technology. Our
      breach of an existing license or failure to obtain a license to technology
      required to commercialize our products may seriously harm our business. We
      also
      may need to commence litigation to enforce any patents issued to us or to
      determine the scope and validity of third-party proprietary rights. Litigation
      would create substantial costs. An adverse outcome in litigation could subject
      us to significant liabilities to third parties and require us to seek licenses
      of the disputed rights from third parties or to cease using the technology
      if
      such licenses are unavailable.




22




**XTL-2125**





One
      patent family presently covers XTL-2125. It covers the structure of the
      compound, and its use for the treatment of chronic HCV patients. The patent
      application covers the unique structure of the molecules and their use as a
      pharmaceutical composition for the treatment of HCV. This patent family, if
      issued, will expire in 2023. Based on the provisions of the Patent Term
      Extension Act, we currently believe that we would qualify for certain patent
      term extensions. The patent application covering XTL-2125 is exclusively
      licensed to us by B&C Biopharm Co., Ltd.




**XTL-6865**




XTL-6865
      is a combination of two human monoclonal antibodies against HCV, Ab68 and Ab65.
      Three patent families presently cover XTL-6865, including the two human
      monoclonal antibodies comprising XTL-6865 and its use to treat HCV infection.
      The patents cover both the treatment of chronic HCV patients with the antibodies
      and the prevention of liver re-infection in liver transplant recipients. One
      family concerns one antibody comprising XTL-6865, Ab68. Two families concern
      the
      second antibody comprising XTL-6865, Ab65.




The
      patent and patent applications covering Ab68 are exclusively licensed to us
      from
      the DRK-Blutspendedienst Baden-Wurttemberg (Ulm University, Ulm, Germany).




The
      patent and patent applications covering Ab65 are exclusively licensed to us
      from
      Stanford University, California in all territories outside China, and in China,
      it is co-exclusively licensed to us and Applied Immunogenetics.




Currently,
      XTL-6865 and its use to treat hepatitis C infection is covered by one issued
      US
      patent that will expire in 2019. Additional patent applications, if issued,
      will
      expire between 2018 and 2021. Based on the provisions of the Patent Term
      Extension Act, we currently believe that we would qualify for certain patent
      term extensions. We believe that we will have sufficient time to commercially
      utilize the inventions directed to the treatment and prevention of hepatitis
      C
      infection.





**HepeX-B**




Three
      patent families presently cover HepeX-B, including the two human monoclonal
      antibodies comprising HepeX-B and its use to treat HBV infection. The patents
      and patent applications cover both the treatment of chronic HBV patients with
      the antibodies and the prevention of liver re-infection in liver transplant
      recipients. Two of the families correspond each to a separate antibody
      comprising HepeX-B, with one family owned by us, and the second family jointly
      owned by Yeda and us. A third family of patent applications concerns treatment
      of HBV patients with the combination of the antibodies and is owned by us.





Currently,
      HepeX-B and its use to treat hepatitis B infection is covered by several issued
      patents that will expire in 2017. The patents applications covering the
      combination of antibodies, if issued, will expire in 2021. Based on the
      provisions of the Patent Term Extension Act, we currently believe that we would
      qualify for certain patent term extensions. We believe that we will have
      sufficient time to commercially utilize the inventions directed to the treatment
      and prevention of hepatitis B infection in liver transplant
      patients.




**DOS**




The
      lead
      molecules that are included in the VivoQuest license are covered by two issued
      patents and four patent applications. The patent applications describe both
      the
      structure of the compounds and their use for treating HCV infection. The two
      issued VivoQuest patents will expire in 2023. Additional patent applications,
      if
      issued, will expire in 2023, 2024 and 2025. Based on the provisions of the
      Patent Term Extension Act, we currently believe that we would qualify for
      certain patent term extensions.




We
      believe that we will have sufficient time to commercially utilize the inventions
      from our small molecule development program directed to the treatment and
      prevention of hepatitis C infection.




**Trimera
      Technology**




Three
      patent families presently cover the Trimera technology, each covering a
      different use of the basic technology. The patents cover the Trimera mouse,
      a
      method for its production, and its various applications. The patents are
      exclusively licensed to us by Yeda.




23


Currently,
      the Trimera mouse and its various applications are covered by several issued
      patents that will expire between 2010 and 2015. The patents covering the
      hepatitis animal model will expire between 2011 and 2016. We believe that we
      will have sufficient time to commercially utilize the inventions resulting
      from
      the Trimera technology.




**Other
      Intellectual Property Rights**




We
      depend
      upon trademarks, trade secrets, know-how and continuing technological advances
      to develop and maintain our competitive position. To maintain the
      confidentiality of trade secrets and proprietary information, we require our
      employees, scientific advisors, consultants and collaborators, upon commencement
      of a relationship with us, to execute confidentiality agreements and, in the
      case of parties other than our research and development collaborators, to agree
      to assign their inventions to us. These agreements are designed to protect
      our
      proprietary information and to grant us ownership of technologies that are
      developed in connection with their relationship with us. These agreements may
      not, however, provide protection for our trade secrets in the event of
      unauthorized disclosure of such information.




In
      addition to patent protection, we may utilize orphan drug regulations to provide
      market exclusivity for certain of our drug candidates. The orphan drug
      regulations of the FDA provide incentives to pharmaceutical and biotechnology
      companies to develop and manufacture drugs for the treatment of rare diseases,
      currently defined as diseases that exist in fewer than 200,000 individuals
      in
      the US, or, diseases that affect more than 200,000 individuals in the US but
      that the sponsor does not realistically anticipate will generate a net profit.
      Under these provisions, a manufacturer of a designated orphan drug can seek
      tax
      benefits, and the holder of the first FDA approval of a designated orphan
      product will be granted a seven-year period of marketing exclusivity for such
      FDA-approved orphan product. We believe that certain of the indications for
      our
      drug candidates will be eligible for orphan drug designation.




***Licensing
      Agreements and Collaborations***




We
      have
      formed strategic alliances with a number of companies for the manufacture and
      commercialization of our products. Our current key strategic alliances are
      discussed below. See “Item 5: Operating and Financial Review and Prospects -
      Obligations and Commitments” which describes contingent milestone payments we
      have undertaken to make to certain licensors over the life of the licenses
      described below.




**XTL-2125
      License**




XTL-2125
      has been licensed from B&C Biopharm Co., Ltd., or B&C, since February
      2003. Under the terms of the agreement, we have exclusive rights to XTL-2125
      worldwide, with the exception of Asia, which is shared between the two
      companies, and Korea, for which B&C retains exclusive rights. Under the
      terms of the agreement, we are obligated to make certain milestone payments
      in
      addition to royalties on product sales. To date we have made $1.1 million in
      license and milestone payments to B&C, and we have agreed to make contingent
      milestone payments of up to approximately $13.4 million over the life of the
      license, of which $8.0 million will be due upon or following regulatory approval
      of the drug. The license terminates upon the expiration of the last of the
      licensed patents. Notwithstanding the above, we may terminate this agreement
      upon specified notice to B&C.




**XTL-6865
      License**




XTL-6865
      is a combination of two human monoclonal antibodies against HCV, Ab68 and
      Ab65.




In
      April
      2000, we licensed Ab68 under an exclusive worldwide license from the
      DRK-Blutspendedienst Baden-Wurttemberg (Ulm University, Germany, or Ulm). Under
      the terms of this agreement, we are obligated to pay Ulm a specified royalty
      rate on sales of product incorporating Ab68. We can deduct certain payments
      that
      are made to third parties from these royalties, subject to a minimum royalty
      rate. We are also obligated to pay Ulm a specified percentage of any milestone
      payments we may receive from any sublicensee to whom we may grant a license
      or
      sublicense of Ab68 or technology related to the production of Ab68. We can
      deduct certain of these payments that are made to third parties from the
      percentage of milestone payments owed to Ulm, subject to a minimum milestone
      payment amount. Either party may terminate the agreement, by written notice,
      upon or after the winding up or insolvency of the other party, or upon or after
      commitment of a material breach by the other party that cannot be cured, or
      if
      curable, has not been cured, within 60 days after receipt of notice. In the
      absence of such termination, the agreement shall expire upon the expiration
      of
      the patent family granted under the agreement. To date we have made $150,000
      in
      license and milestone payments to Ulm.




24


In
      September 2003, we licensed Ab65 from Stanford University under an exclusive
      license agreement. Under the terms of this agreement, we have exclusive rights
      to Ab65 worldwide, excluding China. In China, we have co-exclusive rights with
      Applied Immunogenetics LLC. Under the terms of this agreement, we must use
      commercially reasonable efforts to commercialize and market Ab65. We are
      obligated to make royalty payments to Stanford University on sales of product
      incorporating Ab65, and we are also obligated to make milestone payments upon
      the occurrence of certain specified events. To date we have made $182,000 in
      license and milestone payments to Stanford University, and we have undertaken
      to
      make contingent milestone payments of up to approximately $200,000 over the
      life
      of the license, all of which will be due upon or following regulatory approval
      of the drug. The license terminates upon the later of the expiration of last
      of
      the licensed patents or at the time of our last royalty payment. Notwithstanding
      the above, we may terminate this agreement upon specified notice to Stanford
      University. In addition, should we fail to meet certain developmental milestones
      for Ab65, our rights to the use of Ab65 become non-exclusive upon notice to
      that
      effect to us by Stanford University.




In
      addition, under an agreement entered into in September 2003, we are obligated
      to
      make royalty payments on sales of product incorporating Ab65 to Applied
      Immunogenetics LLC, a company that previously held non-exclusive rights to
      Ab65
      and returned them to Stanford University, enabling us to gain exclusive rights
      to Ab65 from Stanford University. Our agreement with Applied Immunogenetics
      LLC
      expires on the expiration or termination of our exclusive agreement with
      Stanford University, as described above. To date we have made $183,000 in
      license and milestone payments to Applied Immunogenetics LLC. There are no
      additional contingent milestone payments.




**Cubist
      License**




We
      have
      entered into a licensing agreement with Cubist dated June 2, 2004, as amended,
      under which we granted to Cubist an exclusive, worldwide license (with the
      right
      to sub-license) to commercialize HepeX-B and any other product containing a
      hMAb
      or humanized monoclonal antibody or fragment directed at the hepatitis B virus
      owned or controlled by us. Under this agreement, we were responsible for certain
      clinical and product development activities of HepeX-B through August 2005,
      at
      the expense of Cubist. We have transferred full responsibility for completing
      the development of HepeX-B to Cubist. Cubist will be responsible for completing
      the development and for registration and commercialization of the product
      worldwide. Nevertheless, during the term of this agreement, we have an ongoing
      obligation to transfer to Cubist all information Cubist may reasonably require
      and to provide Cubist with reasonable access to pertinent employees of ours
      that
      have experience with or information related to HepeX-B. We are also required
      to
      file, prosecute and maintain the relevant patents at our sole
      expense.




In
      the
      event that the actual costs incurred in conducting activities that Cubist
      determines are necessary or advisable to obtain regulatory approval for HepeX-B
      for the prevention of recurrent hepatitis B infections in liver transplant
      patients exceed $33.9 million, any costs in excess shall be borne in equal
      share
      by us and Cubist. Under the terms of the agreement, Cubist paid us an initial
      up-front payment of $1 million upon the signing of the agreement, a further
      aggregate amount of $1 million as collaboration support was paid in 2004, and
      an
      additional amount of up to $3 million will be paid upon achievement of certain
      regulatory milestones. We are entitled to receive royalties from net sales
      by
      Cubist, generally ranging from 10% to 17%, depending on levels of net sales
      achieved by Cubist, subject to certain deductions based on patent protection
      of
      HepeX-B in that territory, total costs of HepeX-B development, third party
      license payments and indemnification obligations.




Cubist
      has the right to sub-license HepeX-B. The sub-licensee fees we will receive
      in
      such cases will vary according to the territory, the subject of the sub-license,
      the patent protection of HepeX-B in that territory, total costs of HepeX-B
      development, third party license payments, indemnification obligations and
      local
      competition. For example, where HepeX-B is not patent protected and a competing
      product obtains more than an agreed percentage of the local market, we would
      receive no royalties on sales of HepeX-B.




Cubist
      has granted us the non-exclusive right of negotiation during the term of the
      agreement to obtain all or any portion of the rights to manufacture and supply
      HepeX-B or any other product containing an hMAb or humanized monoclonal antibody
      or fragment directed at the hepatitis B virus owned or controlled by us.
      Furthermore, in certain circumstances, we have the exclusive right to negotiate
      with Cubist to obtain from Cubist a sub-license to market and sell the HepeX-B
      or such other product in certain territories.




We
      agreed
      that during the term of the agreement and for one year thereafter, we will
      not
      research, develop or commercialize any competitive product containing a human
      or
      humanized monoclonal antibody or fragment that is directed to and binds with
      the
      hepatitis B virus.




The
      agreement expires on the later of the last valid patent claim covering HepeX-B
      to expire or 10 years after the first commercial sale of HepeX-B on a
      country-by-country basis.




25


**VivoQuest
      License**




In
      August
      2005, we entered into a license agreement with VivoQuest covering a proprietary
      compound library, including certain HCV compounds. Under the terms of the
      license agreement, we have exclusive worldwide rights to VivoQuest’s
      intellectual property and technology in all fields of use. To date we have
      made
      approximately $0.9 million in license payments to VivoQuest under the license
      agreement. The license agreement also provides for additional milestone payments
      triggered by certain regulatory and sales targets. These additional milestone
      payments total $34.6 million, $25.0 million of which will be due upon or
      following regulatory approval or actual product sales, and are payable in cash
      or ordinary shares at our election. In addition, the license agreement requires
      that we make royalty payments to VivoQuest on product sales.




**Yeda
      License**




In
      April
      of 1993, we entered into a research and license agreement with Yeda, which
      we
      refer to as the Yeda Agreement, under which Yeda granted us an exclusive
      worldwide license to use the Trimera patent portfolio and to exclusively use
      the
      information derived from the performance of certain research for the purposes
      specified in the agreement. Subject to earlier termination in accordance with
      the Yeda Agreement, the term of the license with respect to any licensed product
      made and/or sold or to any other licenced activity conducted in any country
      where a licensed patent covers such product or other licensed activity is until
      the date on which the last licensed patent in that country expires or until
      12
      years from the first commercial sale of the product (or first receipts to
      us from
      such other licensed activity) in such country, whichever is the longer period
      and in any other country until 12 years from the first commercial sale of such
      product (or first receipts to us from such other licensed activity) in that
      country. Similar provisions fix the term of the license with respect to licensed
      activities not attributable to any particular country. Under the agreement,
      any
      assignment or sublicense of the license granted by Yeda requires Yeda's prior
      written consent.




The
      Yeda
      Agreement has undergone a number of amendments, one of the end results of which
      is that we shall pay to Yeda the following royalties: a royalty of 3% of all
      net
      sales received by us; 25% of amounts received by us on net sales of third
      parties (less certain royalties payable by us to third parties), but no more
      than 3% and no less than 1.5% of such net sales; and a royalty ranging between
      20% to 40% on any receipts to us other than our net sales or receipts on net
      sales made by third parties. Furthermore, such amendments have also changed
      the
      termination provisions relating to Yeda’s entitlement to terminate the agreement
      if we do not pay Yeda a certain minimum amount of annual royalties of $100,000
      or $200,000, depending on the year. We may terminate the agreement with Yeda
      with six months advance notice in which event our rights in any technology
      licensed by Yeda to us shall terminate and all rights in any technology derived
      from research and development activities performed by us in connection with
      the
      technology licensed by Yeda to us shall vest in Yeda.




In
      the
      agreement between Yeda, us and Cubist, whereby Yeda gave its consent relating
      to
      the grant of the license by us to Cubist under the terms of the HepeX-B
      collaboration, Yeda received the right to receive at least 1.5% of net sales
      of
      HepeX-B by Cubist sub-licensees, regardless of the amount received by us from
      Cubist in respect of such sales.




***Competition***




Competition
      in the pharmaceutical and biotechnology industries is intense. Our competitors
      include pharmaceutical companies and biotechnology companies, as well as
      universities and public and private research institutions. In addition,
      companies that are active in different but related fields represent substantial
      competition for us. Many of our competitors have significantly greater capital
      resources, larger research and development staffs and facilities and greater
      experience in drug development, regulation, manufacturing and marketing than
      we
      do. These organizations also compete with us to recruit qualified personnel,
      attract partners for joint ventures or other collaborations, and license
      technologies that are competitive with ours. To compete successfully in this
      industry we must identify novel and unique drugs or methods of treatment and
      then complete the development of those drugs as treatments in advance of our
      competitors.


The
        drugs
        that we are attempting to develop will have to compete with existing therapies.
        In addition, a large number of companies are pursuing the development of
        pharmaceuticals that target the same diseases and conditions that we are
        targeting. Other companies have products or
        drug
        candidates in various stages of pre-clinical or clinical development to treat
        diseases for which we are also seeking to discover and develop drug candidates.
        Some of these potential competing drugs are further advanced in development
        than
        our drug candidates and may be commercialized earlier.
  26


**Competing
      Products for Treatment of Chronic Hepatitis C**




We
      believe that a significant number of drugs are currently under development
      that
      will become available in the future for the treatment of
      hepatitis C.




At
      present, the only approved therapies for treatment of chronic HCV are
      Interferon-based. There are multiple drugs presently under development for
      the
      treatment of HCV, most of which are in the pre-clinical or early stage of
      clinical development. These compounds are being developed by both established
      pharmaceutical companies, as well as by biotech companies. Examples of such
      companies are: Anadys Pharmaceuticals, Inc., F. Hoffman-LaRoche & Co.,
      Intercell AG, Schering-Plough Corporation, Gilead Sciences, Inc., Idenix
      Pharmaceuticals, Inc., InterMune, Inc. and Vertex Pharmaceuticals Incorporated.
      Many of these companies and organizations, either alone or with their
      collaborative partners, have substantially greater financial, technical and
      human resources than we do. In addition, our competitors also include smaller
      private companies such as Pharmasset, Ltd.




**Competing
      Products for Preventing Re-Infection with Hepatitis B in Liver Transplant
      Patients**




The
      present standard-of-care for preventing hepatitis B in liver transplant patients
      is Hepatitis B Immune Globulin, or HBIg. Our strategy is to replace the existing
      standard of care with HepeX-B.




Key
      producers of HBIg in the US are NABI Biopharmaceuticals Inc., Bayer Biological
      Products, a division of Bayer Healthcare, and Cangene Corporation. Key HBIg
      producers in the European Union, or EU, are Biotest AG, ZLB Behring, a
      subsidiary of CSL Ltd., and Berna Biotech AG. We are not aware of any competing
      monoclonal antibody against HBV currently in clinical development.




Several
      small molecules against HBV are presently being used in liver transplant
      patients. They presently include Lamivudine, a product of GlaxoSmithKline PLC,
      and Hepsera, a product of Gilead Sciences Inc., and may include additional
      small
      molecule drugs presently in Phase III clinical trials. These drugs are commonly
      prescribed in combination with HBIg, and not as a replacement. However, several
      centers have terminated HBIg use and maintain patients on small molecule therapy
      alone. To our knowledge, the impact of this approach on efficacy has not been
      established.




***Supply
      and Manufacturing***




We
      currently have no manufacturing capabilities and do not intend to establish
      any
      such capabilities.




**XTL-2125**




In
      2003,
      we entered into a contract manufacturing agreement with an Israeli-based
      manufacturer for the supply of XTL-2125. We believe that this contract
      manufacturer will be adequate to satisfy our current clinical supply needs.




**XTL-6865**




In
      2000,
      we entered into a contract manufacturing agreement with a US-based manufacturer
      for the supply of the HepeX-C drug product, the single antibody version of
      XTL-6865, and subsequently under a master agreement for the supply of XTL-6865,
      the dual-MAb product. We believe that this contract manufacturer will be
      adequate to satisfy our current clinical supply needs. For commercial supply
      of
      XTL-6865, we intend to contract with a manufacturer to develop a robust
      validated production process for large scale drug supply.




**HepeX-B**




Future
      supply of the HepeX-B clinical material will be manufactured by a contract
      manufacturer to be selected by our partner Cubist. Cubist recently met with
      the
      FDA to discuss proposed changes to the method of manufacture and formulation
      of
      HepeX-B. Cubist is expected to meet again with the FDA in the next few months
      to
      discuss the implications of these changes on the next stage of the clinical
      program.




27


**DOS**




For
      planned pre-clinical and clinical supply of the HCV compounds licensed from
      VivoQuest, we intend to enter into a contract with a manufacturer to produce
      our
      pre-clinical and clinical supply needs.




**General**




At
      the
      time of commercial sale, to the extent possible and commercially practicable,
      we
      plan to engage a back-up supplier for each of our product candidates. Until
      such
      time, we expect that we will rely on a single contract manufacturer to produce
      each of our product candidates under cGMP regulations. Our third-party
      manufacturers have a limited numbers of facilities in which our product
      candidates can be produced and will have limited experience in manufacturing
      our
      product candidates in quantities sufficient for conducting clinical trials
      or
      for commercialization. Our third-party manufacturers will have other clients
      and
      may have other priorities that could affect our contractor’s ability to perform
      the work satisfactorily and/or on a timely basis. Both of these occurrences
      would be beyond our control.  We anticipate that we will similarly rely on
      contract manufacturers for our future proprietary product candidates.




We
      expect
      to similarly rely on contract manufacturing relationships for any products
      that
      we may in-license or acquire in the future. However, there can be no assurance
      that we will be able to successfully contract with such manufacturers on terms
      acceptable to us, or at all.




Contract
      manufacturers are subject to ongoing periodic inspections by the FDA, the US
      Drug Enforcement Agency and corresponding state agencies to ensure strict
      compliance with cGMP and other state and federal regulations. Our contractor
      in
      Israel faces similar inspections from Israeli regulatory agencies and from
      the
      FDA. We do not have control over third-party manufacturers’ compliance with
      these regulations and standards, other than through contractual obligations.




If
      we
      need to change manufacturers, the FDA and corresponding foreign regulatory
      agencies must approve these new manufacturers in advance, which will involve
      testing and additional inspections to ensure compliance with FDA regulations
      and
      standards and may require significant lead times and delay. Furthermore,
      switching manufacturers may be difficult because the number of potential
      manufacturers is limited. It may be difficult or impossible for us to find
      a
      replacement manufacturer quickly or on terms acceptable to us, or at
      all.




***Government
      and Industry Regulation***




Numerous
      governmental authorities, principally the FDA and corresponding state and
      foreign regulatory agencies, impose substantial regulations upon the clinical
      development, manufacture and marketing of our drug candidates and technologies,
      as well as our ongoing research and development activities. None of our drug
      candidates have been approved for sale in any market in which we have marketing
      rights. Before marketing in the US, any drug that we develop must undergo
      rigorous pre-clinical testing and clinical trials and an extensive regulatory
      approval process implemented by the FDA, under the Federal Food, Drug and
      Cosmetic Act of 1938,
      as amended .
      The FDA
      regulates, among other things, the pre-clinical and clinical testing, safety,
      efficacy, approval, manufacturing, record keeping, adverse event reporting,
      packaging, labeling, storage, advertising, promotion, export, sale and
      distribution of biopharmaceutical products.




The
      regulatory review and approval process is lengthy, expensive and uncertain.
      We
      are required to submit extensive pre-clinical and clinical data and supporting
      information to the FDA for each indication or use to establish a drug
      candidate’s safety and efficacy before we can secure FDA approval. The approval
      process takes many years, requires the expenditure of substantial resources
      and
      may involve ongoing requirements for post-marketing studies or surveillance.
      Before commencing clinical trials in humans, we must submit an IND to the FDA
      containing, among other things, pre-clinical data, chemistry, manufacturing
      and
      control information, and an investigative plan. Our submission of an IND may
      not
      result in FDA authorization to commence a clinical trial.




The
      FDA
      may permit expedited development, evaluation, and marketing of new therapies
      intended to treat persons with serious or life-threatening conditions for which
      there is an unmet medical need under its fast track drug development programs.
      A
      sponsor can apply for fast track designation at the time of submission of an
      IND, or at any time prior to receiving marketing approval of the new drug
      application, or NDA. To receive fast track designation, an applicant must
      demonstrate that the drug:




·
            is
                intended to treat a serious or life-threatening
                condition;




·
            is
                intended to treat a serious aspect of the condition;
                and




·
            has
                the potential to address unmet medical needs, and this potential
                is being
                evaluated in the planned drug development
                program.




28


Clinical
      testing must meet requirements for institutional review board oversight,
      informed consent and good clinical practices, and must be conducted pursuant
      to
      an IND, unless exempted.




The
      FDA
      must respond to a request for fast track designation within 60 calendar days
      of
      receipt of the request. Over the course of drug development, a product in a
      fast
      track development program must continue to meet the criteria for fast track
      designation. Sponsors of products in fast track drug development programs must
      be in regular contact with the reviewing division of the FDA to ensure that
      the
      evidence necessary to support marketing approval will be developed and presented
      in a format conducive to an efficient review. Sponsors of products in fast
      track
      drug development programs ordinarily are eligible for priority review and also
      may be permitted to submit portions of an NDA to the FDA for review before
      the
      complete application is submitted.




For
      purposes of NDA approval, clinical trials are typically conducted in the
      following sequential phases:




·
            *Phase
                I*:
                The drug is administered to a small group of humans, either healthy
                volunteers or patients, to test for safety, dosage tolerance, absorption,
                metabolism, excretion, and clinical pharmacology.




·
            *Phase
                II*:
                Studies are conducted on a larger number of patients to assess the
                efficacy of the product, to ascertain dose tolerance and the optimal
                dose
                range, and to gather additional data relating to safety and potential
                adverse events.




·
            *Phase
                III*:
                Studies establish safety and efficacy in an expanded patient population.




·
            *Phase
                IV*:
                The FDA may require a Phase IV to conduct post-marketing studies
                for
                purposes of gathering additional evidence of safety and
                efficacy.




The
      length of time necessary to complete clinical trials varies significantly and
      may be difficult to predict. Clinical results are frequently susceptible to
      varying interpretations that may delay, limit or prevent regulatory approvals.
      Additional factors that can cause delay or termination of our clinical trials,
      or that may increase the costs of these trials, include:




·
            slow
                patient enrollment due to the nature of the clinical trial plan,
                the
                proximity of patients to clinical sites, the eligibility criteria
                for
                participation in the study or other
                factors;




·
            inadequately
                trained or insufficient personnel at the study site to assist in
                overseeing and monitoring clinical trials or delays in approvals
                from a
                study site’s review board;




·
            longer
                treatment time required to demonstrate efficacy or determine the
                appropriate product dose;




·
            insufficient
                supply of the drug candidates;




·
            adverse
                medical events or side effects in treated patients;
                and




·
            ineffectiveness
                of the drug candidates.




In
      addition, the FDA may place a clinical trial on hold or terminate it if it
      concludes that subjects are being exposed to an unacceptable health risk. Any
      drug is likely to produce some toxicity or undesirable side effects when
      administered at sufficiently high doses and/or for a sufficiently long period
      of
      time. Unacceptable toxicity or side effects may occur at any dose level at
      any
      time in the course of studies designed to identify unacceptable effects of
      a
      drug candidate, known as toxicological studies, or clinical trials of drug
      candidates. The appearance of any unacceptable toxicity or side effect could
      cause us or regulatory authorities to interrupt, limit, delay or abort the
      development of any of our drug candidates and could ultimately prevent approval
      by the FDA or foreign regulatory authorities for any or all targeted
      indications.




Before
      receiving FDA approval to market a product, we must demonstrate that the product
      is safe and effective for its intended use by submitting to the FDA an NDA
      containing the pre-clinical and clinical data that have been accumulated,
      together with chemistry and manufacturing and controls specifications and
      information, and proposed labeling, among other things. The FDA may refuse
      to
      accept an NDA for filing if certain content criteria are not met and, even
      after
      accepting an NDA, the FDA may often require additional information, including
      clinical data, before approval of marketing a product.





29


As
      part
      of the approval process, the FDA must inspect and approve each manufacturing
      facility. Among the conditions of approval is the requirement that a
      manufacturer’s quality control and manufacturing procedures conform to cGMP.
      Manufacturers must expend time, money and effort to ensure compliance with
      cGMP,
      and the FDA conducts periodic inspections to certify compliance. It may be
      difficult for our manufacturers or us to comply with the applicable cGMP and
      other FDA regulatory requirements. If we or our contract manufacturers fail
      to
      comply, then the FDA will not allow us to market products that have been
      affected by the failure.





If
      the
      FDA grants approval, the approval will be limited to those disease states,
      conditions and patient populations for which the product is safe and effective,
      as demonstrated through clinical studies. Further, a product may be marketed
      only in those dosage forms and for those indications approved in the NDA.
      Certain changes to an approved NDA, including, with certain exceptions, any
      changes to labeling, require approval of a supplemental application before
      the
      drug may be marketed as changed. Any products that we manufacture or distribute
      pursuant to FDA approvals are subject to continuing regulation by the FDA,
      including compliance with cGMP and the reporting of adverse experiences with
      the
      drugs. The nature of marketing claims that the FDA will permit us to make in
      the
      labeling and advertising of our products will be limited to those specified
      in
      an FDA approval, and the advertising of our products will be subject to
      comprehensive regulation by the FDA. Claims exceeding those that are approved
      will constitute a violation of the Federal Food, Drug, and Cosmetic Act.
      Violations of the Federal Food, Drug, and Cosmetic Act or regulatory
      requirements at any time during the product development process, approval
      process, or after approval may result in agency enforcement actions, including
      withdrawal of approval, recall, seizure of products, injunctions, fines and/or
      civil or criminal penalties. Any agency enforcement action could have a material
      adverse effect on our business.





Should
      we
      wish to market our products outside the US, we must receive marketing
      authorization from the appropriate regulatory authorities. The requirements
      governing the conduct of clinical trials, marketing authorization, pricing
      and
      reimbursement vary widely from country to country. At present, companies are
      typically required to apply for foreign marketing authorizations at a national
      level. However, within the EU, registration procedures are available to
      companies wishing to market a product in more than one EU member state. If
      the
      regulatory authority is satisfied that a company has presented adequate evidence
      of safety, quality and efficacy, the regulatory authority will grant a marketing
      authorization. This foreign regulatory approval process involves all of the
      risks associated with FDA approval discussed above. Our current strategy does
      call for us to market our drug candidates outside the US





Failure
      to comply with applicable federal, state and foreign laws and regulations would
      likely have a material adverse effect on our business. In addition, federal,
      state and foreign laws and regulations regarding the manufacture and sale of
      new
      drugs are subject to future changes. We cannot predict the likelihood, nature,
      effect or extent of adverse governmental regulation that might arise from future
      legislative or administrative action, either in the US or abroad.





**Organizational
      structure**




Our
      wholly-owned subsidiary, XTL Biopharmaceuticals, Inc., is incorporated in
      Delaware and has its principal place of business in New York, New York.




**Property,
      Plants and Equipment**




We
      lease
      an aggregate of approximately 1,870 square meters of office and laboratory
      facilities in Rehovot, Israel. The lease in Rehovot expires in December 2006,
      with an option to extend for an additional year through December 31, 2007.
      We
      currently lease approximately 2,790 square meters in Valley Cottage, New York,
      and 55 square meters in Durham, North Carolina. The leases in Valley Cottage
      and
      Durham expire in 2009, and in October 2006, respectively. We have an option
      to
      renew our lease agreements, as needed. We also lease an approximate 100 square
      meter area in New York, New York, which is subject to a rent sharing agreement
      with the lessee of the facility.




We
      anticipate that these facilities will be sufficient for our needs for the
      foreseeable future. To our knowledge, there are no environmental issues that
      affect our use of the properties that we lease.




There
      are
      no encumbrances on our rights in these leased properties or on any of the
      equipment that we own. However, to
      secure
      the lease agreements in Israel, we provided a bank guarantee. As of December
      31,
      2005, the guarantee is secured by pledge on a long-term deposit amounting to
      $110,000 linked to the Israeli Consumer Price Index, which is included in the
      balance sheet as a restricted long-term deposit .


30


**ITEM
      5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS**




The
      following discussion and analysis contains forward-looking statements about
      our
      plans and expectations of what may happen in the future. Forward-looking
      statements are based on a number of assumptions and estimates that are
      inherently subject to significant risks and uncertainties, and our results
      could
      differ materially from the results anticipated by our forward-looking statements
      as a result of many known or unknown factors, including, but not limited to,
      those factors discussed in “Item 3 - Key Information-Risk Factors” and “Item 4 -
      Information on the Company.” See also the “Special Cautionary Notice Regarding
      Forward-Looking Statements” set forth above.




You
      should read the following discussion and analysis in conjunction with our
      audited consolidated financial statements, including the related notes, prepared
      in accordance with US GAAP for the years ended December 31, 2005, 2004 and
      2003,
      and as of December 31, 2005 and 2004, contained in “Item 18 - Financial
      Statements” and with any other selected financial data included elsewhere in
      this annual report.




***Selected
      Financial Data***




The
      table
      below presents selected statement of operations and balance sheet data for
      the
      fiscal years ended and as of December 31, 2005, 2004, 2003, 2002 and 2001.
      We
      have derived the selected financial data for the fiscal years ended December
      31,
      2005, 2004, and 2003, and as of December 31, 2005 and 2004, from our audited
      consolidated financial statements, included elsewhere in this annual report
      and
      prepared in accordance with US GAAP. We have derived the selected financial
      data
      for fiscal years ended December 31, 2002 and 2001 and as of December 31, 2003,
      2002 and 2001, from audited financial statements not appearing in this annual
      report, which have been prepared in accordance with US GAAP. You should read
      the
      selected financial data in conjunction with “Item 5 - Operating and Financial
      Review and Prospects,” “Item 8 - Financial Information” and “Item 18 - Financial
      Statements.”




**Year
                    Ended December 31,****2005**
              
              **2004**
              
              **2003**
              
              **2002**
              
              **2001****(In
                    thousands, except per share
                    amounts)**


**Statements****of
                Operations Data:**RevenuesReimbursed
                out of pocket expenses
            
            $
            2,743
            
            $
            3,269
            
            $
            --
            
            $
            --
            
            $
            --License
            
            
            454
            
            
            185
            
            
            --
            
            
            --
            
            
            --3,197
            
            
            3,454
            
            
            --
            
            
            --
            
            
            --Cost
                of RevenuesReimbursed
                out of pocket expenses
            
            
            2,743
            
            
            3,269
            
            
            --
            
            
            --
            
            
            --License
            
            
            54
            
            
            32
            
            
            --
            
            
            --
            
            
            --2,797
            
            
            3,301
            
            
            --
            
            
            --
            
            
            --Gross
                Margin
            
            
            400
            
            
            153
            
            
            --
            
            
            --
            
            
            --Research
                and developmentResearch
                and development costs
            
            
            7,313
            
            
            11,985
            
            
            14,022
            
            
            13,231
            
            
            12,187Less
                participations
            
            
            --
            
            
            --
            
            
            3,229
            
            
            75
            
            
            1,1337,313
            
            
            11,985
            
            
            10,793
            
            
            13,156
            
            
            11,054In-process
                research and development
            
            
            1,783
            
            
            --
            
            
            --
            
            
            --
            
            
            --General
                and administrative
            
            
            5,457
            
            
            4,134
            
            
            3,105
            
            
            3,638
            
            
            3,001Business
                development costs
            
            
            227
            
            
            810
            
            
            664
            
            
            916
            
            
            1,067Operating
                loss
            
            
            (14,380
            )
            
            (16,776
            )
            
            (14,562
            )
            
            (17,710
            )
            
            (15,122
            )Other
                income (expense)Financial
                income, net
            
            
            443
            
            
            352
            
            
            352
            
            
            597
            
            
            2,448Taxes
                on income
            
            
            (78
            )
            
            (49
            )
            
            (78
            )
            
            (27
            )
            
            --Net
                loss
            
            $
            (14,015
            )
            $
            (16,473
            )
            $
            (14,288
            )
            $
            (17,140
            )
            $
            (12,674
            )Net
                loss per ordinary shareBasic
                and diluted
            
            $
            (0.08
            )
            $
            (0.12
            )
            $
            (0.13
            )
            $
            (0.15
            )
            $
            (0.11
            )Weighted
                average shares outstanding
            
            
            170,123,003
            
            
            134,731,766
            
            
            111,712,916
            
            
            111,149,292
            
            
            110,941,014






31




**As
                        of December 31,****2005**
                
                **2004**
                
                **2003**
                
                **2002**
                
                **2001****(In
                        thousands, except per share
                        amounts)**


**Balance
                Sheet Data:**Cash,
                cash equivalents, bank deposits and marketable securities
            
            $
            13,360
            
            $
            22,924
            
            $
            22,262
            
            $
            35,706
            
            $
            52,188Working
                capital
            
            
            11,385
            
            
            20,240
            
            
            19,967
            
            
            33,396
            
            
            50,433Total
                assets
            
            
            15,151
            
            
            25,624
            
            
            24,853
            
            
            38,423
            
            
            55,106Long-term
                obligations
            
            
            1,493
            
            
            2,489
            
            
            1,244
            
            
            1,017
            
            
            526Total
                shareholders’ equity
            
            
            11,252
            
            
            19,602
            
            
            20,608
            
            
            34,830
            
            
            51,953




**Overview**




We
      are a
      biopharmaceutical company engaged in the acquisition, research, development
      and
      commercialization of pharmaceutical products for the treatment of infectious
      diseases, particularly the treatment of hepatitis C. To date, we have not
      received approval for the sale of any of our drug candidates in any market
      and,
      therefore, have not generated any commercial revenues from the sales of our
      drug
      candidates. We have received license and reimbursed out of pocket expense
      revenue pursuant to our agreement with Cubist with respect to HepeX-B, although
      HepeX-B has not yet been commercialized.





We
      were
      established as a corporation under the laws of the State of Israel in 1993,
      and
      commenced operations to use and commercialize technology developed at the
      Weizmann Institute, in Rehovot, Israel. Since commencing operations, our
      activities have been primarily devoted to developing our technologies and drug
      candidates, acquiring pre-clinical and clinical-stage compounds, raising
      capital, purchasing assets for our facilities, and recruiting personnel. We
      are
      a development stage company and have no product sales to date. Our major sources
      of working capital have been proceeds from various private placements of equity
      securities, including our private placement that closed in March 2006, option
      and warrant exercises, from our initial public offering and from our placing
      and
      open offer transaction.




We
      have
      incurred negative cash flow from operations each year since our inception and
      we
      anticipate incurring negative cash flows from operating activities for the
      foreseeable future. We have spent, and expect to continue to spend, substantial
      amounts in connection with implementing our business strategy, including our
      planned product development efforts, our clinical trials and potential
      in-licensing and acquisition opportunities.




Our
      revenues currently consist of license fees and reimbursed out of pocket expenses
      from Cubist, and may include certain additional payments contingent upon
      achievement of regulatory milestones and royalties if our collaboration with
      Cubist is successful. We recognize the license fee revenues from our agreement
      with Cubist ratably over the expected term until regulatory approval is
      obtained, with un-amortized amounts recorded as deferred revenues. We also
      recognize revenue related to reimbursed out of pocket expenses at the time
      that
      that we provide development services to Cubist.




Our
      cost
      of revenues consist of costs associated with the Cubist program for HepeX-B
      which consist primarily of salaries and related personnel costs, fees paid
      to
      consultants and other third-parties for clinical and laboratory development,
      facilities-related and other expenses relating to the design, development,
      testing, and enhancement of our product candidate out-licensed to Cubist. In
      addition, we recognize license fee expenses associated with our agreement with
      Yeda proportional to our license fee agreement with Cubist, with un-amortized
      amounts recorded as deferred expenses.




Our
      research and development costs consist primarily of salaries and related
      personnel costs, fees paid to consultants and other third-parties for clinical
      and laboratory development, facilities-related and other expenses relating
      to
      the design, development, testing, and enhancement of our product candidates.
      We
      expense our research and development costs as they are incurred.




Our
      participations consist primarily of grants received from the Israeli government
      in support of our research and development activities. These grants are
      recognized as a reduction of expense as the related costs are incurred. See
“-
      Research and Development, Patents and Licenses - Israeli Government Research
      and
      Development Grants” below.




32


Our
      general and administrative expenses consist primarily of salaries and related
      expenses for executive, finance and other administrative personnel, professional
      fees, director fees and other corporate expenses, including investor relations,
      and facilities related expenses. We expense our general and administrative
      expenses as they are incurred.




Our
      business development costs consist primarily of salaries and related expenses
      for business development personnel, travel and professional fees. Our business
      development activities are related to partnering activities for our drug
      programs and for seeking new research and development collaborations. We expense
      our business development expenses as they are incurred.




Our
      results of operations include non-cash compensation expense as a result of
      the
      grants of stock options and warrants. Compensation expense for awards of options
      granted to employees and directors represents the fair value of the award
      recorded over the respective vesting periods of the individual stock options.
      The expense is included in the respective categories of expense in the statement
      of operations. We experienced a significant increase in non-cash compensation
      in
      the fiscal year ended December 31, 2005, and continue to expect to incur
      significant non-cash compensation as a result of adopting Statement of Financial
      Accounting Standards No. 123, “Share Based Payment,” or FAS 123R, on January 1,
      2005.




For
      periods presented prior to our adoption of FAS 123R, compensation expense for
      fixed award options granted to employees and directors represented the intrinsic
      value (the difference between the stock price of the common stock and the
      exercise price of the options) of the options at the date of grant. For variable
      awards, we considered the difference between the stock price at reporting date
      and the exercise price, in the case where a measurement date has not been
      reached. The compensation cost was recorded over the respective vesting periods
      of the individual stock options and warrants. The expense was included in the
      respective categories of expense in the statement of operations.




For
      awards of options and warrants to consultants and other third-parties,
      compensation expense is determined at the “measurement date.” The expense is
      recognized over the vesting period for the award. Until the measurement date
      is
      reached, the total amount of compensation expense remains uncertain. We record
      compensation expense based on the fair value of the award at the reporting
      date.
      These awards are then revalued, or the total compensation is recalculated based
      on the then current fair value, at each subsequent reporting date.




Our
      ongoing clinical trials will be lengthy and expensive. Even if these trials
      show
      that our drug candidates are effective in treating certain indications, there
      is
      no guarantee that we will be able to record commercial sales of any of our
      product candidates in the near future. In addition, we expect losses to continue
      as we continue to fund development of our drug candidates. As we continue our
      development efforts, we may enter into additional third-party collaborative
      agreements and may incur additional expenses, such as licensing fees and
      milestone payments. As a result, our periodical results may fluctuate and a
      period-by-period comparison of our operating results may not be a meaningful
      indication of our future performance.




**Results
      of Operations**




***Years
      Ended December 31, 2005 and 2004***




*Revenues.* Revenues
      for the year ended December 31, 2005, decreased by $257,000 to $3,197,000,
      as
      compared to revenues of $3,454,000 for the year ended December 31, 2004. The
      decrease in revenues for the year ended December 31, 2005, was due to a $526,000
      decrease associated with the reimbursement for development expenses for HepeX-B
      that were incurred pursuant to our licensing agreement with Cubist, partially
      offset by an increase of $269,000 in licensing revenues pursuant to our
      agreement with Cubist.




We
      expect
      our revenues to decrease significantly over the next year, pursuant to our
      agreement with Cubist, under which we transferred full responsibility for
      completing the development of HepeX-B to Cubist such that Cubist will be
      responsible for completing the development and for registration and
      commercialization of the product worldwide.




*Cost
      of Revenues* .
      Cost of
      revenues for the year ended December 31, 2005, decreased by $504,000 to
      $2,797,000, as compared to cost of revenues of $3,301,000, for the year ended
      December 31, 2004. The decrease in cost of revenues was due to a $526,000
      decrease in development expenses for HepeX-B that were incurred pursuant to
      our
      licensing agreement with Cubist, partially offset by a $22,000 increase in
      licensing expense pursuant to our agreement with Yeda.




We
      expect
      our cost of revenues to decrease significantly over the next year, pursuant
      to
      our agreement with Cubist, as described above.




33


*Research
      and Development Costs* .
      Research and development costs decreased by $4,672,000 to $7,313,000 for the
      year ended December 31, 2005, as compared to $11,985,000 for the year ended
      December 31, 2004. The decrease in research and development costs was due
      primarily to the absence of approximately $3,301,000 in expenses related to
      the
      development and clinical program of HepeX-B, due to the agreement with Cubist
      and the subsequent inclusion of development costs related to HepeX-B in Cost
      of
      Revenues above and a decrease of approximately $2,746,000 in expenses related
      to
      the XTL-6865 development and clinical program. This decrease was partially
      offset by an approximate $135,000 increase in expenses associated with XTL-2125
      and an increase of $1,240,000 in expenses related to the inclusion of DOS from
      September 2005 following the completion of the VivoQuest transaction (see “Item
      10: Additional Information - Material Contracts”).




We
      expect
      our research and development costs to increase in 2006 due to expected research
      and development expenditures associated with the clinical trial of XTL-2125,
      the
      continuation of the XTL-6865 clinical trial, and the inclusion of a full year
      of
      our DOS program, offset by cost reductions associated with our 2005
      restructuring.




*Participations* .
      There
      were no participations from the Office of the Chief Scientist for the years
      ended December 31, 2005, and 2004, respectively. We ceased requesting grants
      from the Office of the Chief Scientist in 2004 due to the potential contingent
      liability associated with the transfer of manufacturing rights outside of
      Israel.




*In-Process
      Research and Development.* For the
      year ended December 31, 2005, we incurred a charge of $1,783,000 for the
      estimate of the portion of the VivoQuest transaction purchase price allocated
      to
      in-process research and development.




*General
      and Administrative Expenses* .
      General
      and administrative expenses increased by $1,323,000 to $5,457,000 for the year
      ended December 31, 2005, as compared to expenses of $4,134,000 for the year
      ended December 31, 2004. The increase in general and administrative expenses
      was
      due primarily to an increase in non-cash compensation costs of $2,641,000,
      primarily related to the grant of options to certain of our directors and the
      application of FAS 123R, offset by a decrease in expenses following our 2005
      restructuring.




Not
      including non-cash compensation costs, we expect our general and administrative
      costs to increase modestly in 2006 as the result of hiring our new Chief
      Executive Officer and due to increased costs associated with complying with
      US
      public company requirements.




*Business
      Development Costs* .
      Business development costs decreased by approximately $583,000 to $227,000
      for
      the year ended December 31, 2005, as compared to expenses of $810,000 for the
      year ended December 31, 2004. The decrease in business developments costs was
      due primarily to reduced compensation costs and reduced professional fees.




*Financial
      Income* .
      Financial income for the year ended December 31, 2005, increased by $91,000
      to
      $443,000, as compared to financial income of $352,000 for the year ended
      December 31, 2004. The increase in financial income was due primarily to
      increased interest income due to the general increase in short-term market
      interest rates when compared to the comparable period last year.




*Income
      Taxes* .
      Income
      tax expense increased by $29,000 to $78,000 for the year ended December 31,
      2005, as compared to expenses of $49,000 for year ended December 31, 2004.
      Our
      income tax expense is attributable to taxable income from the continuing
      operations of our subsidiary in the US. This income is eliminated upon
      consolidation of our financial statements.




***Years
      Ended December 31, 2004 and 2003***




*Revenues.* Revenues
      for the year ended December 31, 2004, were $3,454,000, as compared to no
      revenues for the year ended December 31, 2003. Revenues for the year ended
      December 31, 2004, were due to $3,269,000 associated with reimbursement for
      development expenses for HepeX-B that were incurred pursuant to our licensing
      agreement with Cubist, as well as to $185,000 in licensing revenues pursuant
      to
      our agreement with Cubist.




*Cost
      of Revenues* .
      Cost of
      revenues for the year ended December 31, 2004, was $3,301,000, as compared
      to no
      cost of revenues for the year ended December 31, 2003. Cost of revenues for
      the
      year ended December 31, 2004, was due to $3,269,000 in development expenses
      for
      HepeX-B that were incurred pursuant to our licensing agreement with Cubist,
      as
      well as due to $32,000 in licensing expense pursuant to our licensing agreement
      with Yeda.




34


*Research
      and Development Costs* .
      Research and development costs decreased by $2,037,000 to $11,985,000 for the
      year ended December 31, 2004, as compared to expenses of $14,022,000 for the
      year ended December 31, 2003. The decrease in research and development costs
      was
      due primarily to the absence of approximately $1,919,000 in expenses related
      to
      early stage discovery research activities related to infectious diseases
      (including an impairment charge of $354,000 in 2003), a $735,000 decrease in
      expenses related to the development and clinical program of HepeX-B, due to
      the
      initiation of the collaboration agreement with Cubist and the subsequent
      inclusion of development costs related to HepeX-B in Cost of Revenues above
      and
      a decrease of approximately $835,000 in expenses related to the XTL-6865
      development and clinical program. This decrease was partially offset by an
      approximate $1,452,000 increase in expenses associated with XTL-2125.




*Participations* .
      There
      were no participations from the Office of the Chief Scientist for the year
      ended
      December 31, 2004, as compared to participations of $3,229,000 in for the year
      ended December 31, 2003. Participations received in 2003 were due to the Office
      of the Chief Scientist’s decision to approve our grant applications that we had
      submitted in 2003 and in 2002. We ceased requesting grants from the Office
      of
      the Chief Scientist in 2004 due to the potential contingent liability associated
      with the transfer of manufacturing rights outside Israel.




*General
      and Administrative Expenses* .
      General
      and administrative expenses increased by $1,029,000 to $4,134,000 for the year
      ended December 31, 2004, as compared to expenses of $3,105,000 for the year
      ended December 31, 2003. The increase in general and administrative expenses
      was
      due primarily to a $646,000 increase in payroll and related costs, which
      included a $382,000 charge related to the termination of our former Chief
      Executive Officer pursuant to his employment agreement as well to increased
      expenses related to patent registration fees and professional fees.




*Business
      Development Costs* .
      Business development costs increased by $146,000 to $810,000 for the year ended
      December 31, 2004, as compared to expenses of $664,000 for the year ended
      December 31, 2003. The increase in business developments costs was due to a
      $244,000 increase in professional fees primarily associated with our agreement
      with Cubist that was signed in June 2004, offset by reduced travel-related
      expenses.




*Financial
      Income* .
      Financial income for the year ended December 31, 2004, was $352,000, as compared
      to financial income of $352,000 for the year ended December 31, 2003. Financial
      income was flat due to reduced interest income earned on lower average cash
      balances for the year ended December 31, 2004, as compared to the year ended
      December 31, 2003, offset by an absence of foreign exchange losses which we
      incurred in 2003.




*Income
      Taxes* .
      Income
      tax expense decreased by $29,000 to $49,000 for the year ended December 31,
      2004, as compared to expenses of $78,000 for year ended December 31, 2003.
      Our
      Income tax expense is attributable to taxable income from the continuing
      operations of our subsidiary in the US. This income is eliminated upon
      consolidation of our financial statements.




***Restructurings***




***2005
      Restructuring***




In
      2005,
      we implemented a restructuring plan designed to focus our resources on the
      development of our lead programs, with the goal of moving these programs through
      to clinical proof of concept. The 2005 restructuring included a 32 person
      reduction in our workforce, 31 of whom were in research and development and
      one
      of whom was in general and administrative. As part of the 2005 restructuring,
      we
      took a charge in 2005 of $168,000, relating to employee dismissal costs,
      $163,000 of which was included in research and development costs and $5,000
      of
      which was included in general and administrative expenses.





As
      of
      December 31, 2005, 28 employees have left under the 2005 restructuring plan
      and
      approximately $147,000 of dismissal costs have been paid. The other four
      employees left in early 2006. As of December 31, 2005, approximately $21,000
      in
      employee dismissal obligations are included in accounts payable and accruals.
      The balance of these obligations was paid in early 2006.





In
      December 2005, as a result of our restructuring, and in accordance with the
      provisions of FAS 144 “Accounting for the Impairment or Disposal of Long-Lived
      Assets,” or FAS 144, we reviewed the carrying value of certain lab equipment
      assets, and recorded an impairment charge in research and development costs
      in
      an amount of $26,000 in 2005.





35




***2003
      Restructuring***




In
      2003,
      we implemented and completed a restructuring plan. As a result of this
      restructuring, we ceased all early-stage discovery research activities related
      to infectious diseases. The 2003 restructuring included a 20 person reduction
      in
      our workforce in Israel, 18 of whom were in research and development and two
      of
      whom were in general and administrative. As part of the 2003 restructuring,
      we
      took a charge in 2003 of $74,000, relating to employee dismissal costs, $58,000
      of which was included in research and development costs and $16,000 of which
      was
      included in general and administrative expenses. We paid all of these amounts
      in
      2003. As part of the 2003 restructuring, we reevaluated our long-lived assets
      in
      accordance with FAS 144, and recorded a non-cash impairment charge of $354,000
      in research and development costs for the year ended December 31,
      2003.





**Critical
      Accounting Policies**




The
      discussion and analysis of our financial condition and results of operations
      is
      based upon our consolidated financial statements, which have been prepared
      in
      accordance with US GAAP. The preparation of these financial statements requires
      us to make estimates and judgments that affect the reported amount of assets
      and
      liabilities and related disclosure of contingent assets and liabilities at
      the
      date of our financial statements and the reported amounts of revenues and
      expenses during the applicable period. Actual results may differ from these
      estimates under different assumptions or conditions.




We
      define
      critical accounting policies as those that are reflective of significant
      judgments and uncertainties and which may potentially result in materially
      different results under different assumptions and conditions. In applying these
      critical accounting policies, our management uses its judgment to determine
      the
      appropriate assumptions to be used in making certain estimates. These estimates
      are subject to an inherent degree of uncertainty. Our critical accounting
      policies include the following:




*Functional
      Currency* .
      In
      preparing our consolidated financial statements, we translate non-US dollar
      amounts in the financial statements into US dollars. Under relevant accounting
      guidance, the treatment of any gains or losses resulting from this translation
      is dependent upon management’s determination of the functional currency. The
      functional currency is determined based on management’s judgment and involves
      consideration of all relevant economic facts and circumstances affecting our
      business. Generally, the currency in which a company transacts a majority of
      its
      transactions would be considered the functional currency. The currency of the
      primary economic environment in which our operations are conducted is the US
      dollar. We generate all of our revenues in US dollars, and significant parts
      of
      our operating expenses, capital expenditures, and external financings are in
      US
      dollars. In addition, we hold most of our cash, cash equivalents, bank deposits
      and marketable securities in US dollars. Thus, our functional currency is the
      US
      dollar.




Since
      the
      US dollar is the primary currency in the economic environment in which we
      operate, monetary accounts maintained in currencies other than the US dollar
      (principally cash and liabilities) are re-measured using the representative
      foreign exchange rate at the balance sheet date. Operational accounts and
      non-monetary balance sheet accounts are measured and recorded at the rate in
      effect at the date of the transaction.




*Revenue
      Recognition.* We
      recognize the revenue from our licensing agreement with Cubist under the
      provisions of EITF 00-21 entitled “Revenue Arrangements with Multiple
      Deliverables” and SAB 104 entitled “Revenue Recognition.” Under those
      pronouncements, companies are required to allocate revenues from
      multiple-element arrangements to the different elements based on sufficient
      objective and reliable evidence of fair value. Since we have not been able
      to
      determine the fair value of each unit of accounting, the Cubist agreement was
      accounted for as one unit of accounting, after failing the separation criteria.
      We, therefore, recognize revenue on the Cubist agreement ratably over the life
      of the arrangement. If actual future results vary, we may need to adjust our
      estimates, which could have an impact on the timing and amount of revenue to
      be
      recognized.




In
      addition, through 2005, Cubist has requested that we provide development
      services that are reimbursed by them. As required by EITF 01-14 “Income
      Statement Characterization of Reimbursements Received for “Out-of-Pocket”
Expenses Incurred,” amounts paid by us, as a principal, as out-of-pocket costs
      are included in the cost of revenues as reimbursable out-of-pocket expenses,
      and
      the reimbursements we receive as a principal are reported as reimbursed
      out-of-pocket revenues.




36


*Stock
      Compensation* .
      We have
      granted options to employees, directors and consultants, as well as warrants
      to
      other third parties. Prior to January 1, 2005, we accounted for employee
      stock-based compensation under the intrinsic value model in accordance with
      Accounting Principles Board Opinion No. 25 - “Accounting for Stock Issued to
      Employees,” or APB 25 and related interpretations. Under APB 25, compensation
      expense is based on the difference, if any, on the date of the grant, between
      the fair value of our ordinary shares and the exercise price. When the number
      of
      the underlying shares or the exercise price is not known at the grant date,
      we
      update, at each period, the compensation expenses until such data becomes known.
      In addition, in accordance with Statement of Financial Accounting Standards
      No.
      123. “Accounting for Stock-Based Compensation,” or FAS 123, we disclosed pro
      forma data assuming we had accounted for employee share option grants using
      the
      fair value-based method defined in FAS 123.




In
      December 2004, the Financial Accounting Standards Board, or FASB, issued the
      revised FAS No. 123 as Statements of Financial Accounting Standards No. 123R
      “Share - Based Payment,” or FAS 123R, which addresses accounting for share-based
      payment transactions in which a company obtains employee services in exchange
      for (a) equity instruments of a company, or (b) liabilities that are based
      on
      the fair value of a company’s equity instruments or that may be settled by the
      issuance of such equity instruments. In March 2005, the SEC issued Staff
      Accounting Bulletin No. 107, or SAB 107, regarding the SEC's interpretation
      of
      FAS 123R.




FAS
      123R
      eliminates the ability to account for employee share-based payment transactions
      using APB 25, and requires instead that such transactions be accounted for
      using
      the grant-date fair value based method. FAS 123R is effective as of the annual
      reporting period that begins after June 15, 2005. Early adoption of FAS
      123R is encouraged. FAS 123R applies to all awards granted or modified after
      the
      effective date of the standard. In addition, compensation cost for the unvested
      portion of previously granted awards that remain outstanding on the effective
      date shall be recognized on or after the effective date, as the related services
      are rendered, based on the awards’ grant-date fair value as previously
      calculated for the pro-forma disclosure under FAS 123.




We
      implemented early adoption of FAS 123R, as of January 1, 2005, using the
      modified prospective application transition method, as permitted by FAS 123R.
      Under such transition method, our financial statements for periods prior to
      the
      effective date of FAS 123R (January 1, 2005) have not been restated. As a result
      of the early adoption, we reduced the deferred share-based compensation against
      the additional paid in capital.




The
      fair
      value of stock
      options granted
      with service conditions was determined using the Black-Scholes valuation model,
      which is consistent with our valuation techniques previously utilized for
      options in footnote disclosures required under FAS 123, as amended by FAS
      No. 148, “Accounting for Stock-Based Compensation - Transition and
      Disclosure.” Such value is recognized as an expense over the service period, net
      of estimated forfeitures, using the straight-line method under FAS 123R. The
      fair value of stock options granted with market conditions, was determined
      using
      a lattice model that incorporated a Monte Carlo simulation method. Such value
      is
      recognized as an expense using the graded method under FAS123R.




The
      estimation of stock awards that will ultimately vest requires significant
      judgment, and to the extent actual results or updated estimates differ from
      our
      current estimates, such amounts will be recorded as a cumulative adjustment
      in
      the period those estimates are revised. We consider many factors when estimating
      expected forfeitures, including types of awards, employee class, and historical
      experience. Actual results, and future changes in estimates, may differ
      substantially from our current estimates.




We
      account for equity instruments issued to third party service providers (non
      -
      employees) in accordance with the fair value method prescribed by FAS123, and
      as
      of January 1, 2005, by FAS 123R, and the provisions of Emerging Issues Task
      Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to
      Other Than Employees for Acquiring, or in Conjunction with Selling Goods or
      Services,” or EITF 96-18.




*Accounting
      For Income Taxes* .
      In
      preparing our consolidated financial statements, we are required to estimate
      our
      income taxes in each of the jurisdictions in which we operate. This process
      requires management to estimate our actual current tax exposure and assess
      temporary differences resulting from differing treatment of items for tax and
      accounting purposes. These differences result in deferred tax assets and
      liabilities. Deferred taxes are determined utilizing the asset and liability
      method based on the estimated future tax effects of differences between the
      financial accounting and tax bases of assets and liabilities under the
      applicable tax laws. Deferred tax balances are computed using the tax rates
      expected to be in effect when these differences reversed. Valuation allowances
      are provided if, based upon the weight of available evidence, it is more likely
      than not that some or all of the deferred tax assets will not be realized.
      As a
      result of our “approved enterprise” status, our current tax rate in Israel is
      0%, and therefore no deferred tax assets have been included in these financial
      statements in respect of carryforward losses. Our current income tax expense
      results from taxes imposed on our US-based subsidiary.




37


Paragraph
      9(f) of Statement of Financial Accounting Standards No. 109, “Accounting for
      Income Taxes,” or FAS 109, prohibits the recognition of deferred tax liabilities
      or assets that arise from differences between the financial reporting and tax
      bases of assets and liabilities that are measured from the local currency into
      dollars using historical exchange rates and that result from changes in exchange
      rates or indexing for tax purposes. Consequently, the above-mentioned
      differences were not reflected in the computation of deferred tax assets and
      liabilities.




*Impairment* .
      Pursuant to FAS 144, long-lived assets, including certain intangible assets,
      to
      be held and used by an entity are reviewed for impairment whenever events or
      changes in circumstances indicate that the carrying amount of the assets may
      not
      be recoverable. Under FAS 144, if the sum of the expected future cash flows
      (undiscounted and without interest charges) of the long-lived assets held and
      used is less than the carrying amount of such assets, an impairment loss would
      be recognized, and the assets are written down to their estimated fair values.
      Assets “held for sale” are reported at the lower of their carrying amount or
      fair value less estimated costs to sell.




*Accounting
      Related to the Valuation of In-Process Research and Development.* In
      accordance with FAS 142, we recorded a charge of $1,783,000 for the amount
      allocated to in-process research and development in the VivoQuest transaction.
      In-process research and development costs represent the relative fair value
      of
      purchased in-process research and development that, as of the transaction date,
      have not reached technological feasibility and have no proven alternative future
      use. As VivoQuest is a development stage enterprise that had not yet commenced
      its planned principal operations, we accounted for the transaction as an
      acquisition of assets pursuant to the provisions of FAS 142. Accordingly, the
      purchase price was allocated to the individual assets acquired, based on their
      relative fair values, and no goodwill was recorded.





The
      fair
      value of the in-process research and development acquired was estimated by
      management with the assistance of an independent third-party appraiser, using
      the “income approach.” In the income approach, fair value is dependent on the
      present value of future economic benefits to be derived from ownership of an
      asset. Central to this approach is an analysis of the earnings potential
      represented by an asset and of the underlying risks associated with obtaining
      those earnings. Fair value is calculated by discounting future net cash flows
      available for distribution to their present value at a rate of return, which
      reflects the time value of money and business risk. In order to apply this
      approach, the expected cash flow approach was used. Expected cash flow is
      measured as the sum of the average, or mean, probability-weighted amounts in
      a
      range of estimated cash flows. The expected cash flow approach focuses on the
      amount and timing of estimated cash flows and their relative probability of
      occurrence under different scenarios. The probability weighted expected cash
      flow estimates are discounted to their present value using the risk free rate
      of
      return, since the business risk is incorporated in adjusting the projected
      cash
      flows to the probabilities for each scenario.




**Recently
      Issued Accounting Standards**




*FAS
      No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29.”* In
      December 2004, the FASB issued Statement of Financial Accounting Standards
      No.
      153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29,” or
      FAS 153. FAS 153 amends APB Opinion No. 29, “Accounting for Nonmonetary
      Transactions,” or APB 29. The amendments made by FAS 153 are based on the
      principle that exchanges of non-monetary assets should be measured based on
      the
      fair value of the assets exchanged. Further, the amendments eliminate the
      exception for non-monetary exchanges of similar productive assets and replace
      it
      with a general exception for exchanges of non-monetary assets that do not have
      commercial substance. The provisions in FAS 153 are effective for non-monetary
      asset exchanges occurring in fiscal periods beginning after December 15, 2005
      (January 1, 2006 for us). Early application of the FAS 153 is permitted. The
      provisions of FAS 153 shall be applied prospectively. We do not expect the
      adoption of FAS 153 to have a material effect on our financial statements or
      our
      results of operations.




*FAS
      No. 154, “Accounting Changes and Error Corrections.”* In
      May
      2005, the FASB issued Statement of Financial Accounting Standards No. 154,
      “Accounting Changes and Error Corrections,” or FAS 154. FAS 154 is a replacement
      of APB Opinion No. 20, or APB 20, and FASB Statement No. 3. FAS 154 generally
      requires retrospective application to prior periods' financial statements of
      changes in accounting principle. Previously, APB 20 required that most voluntary
      changes in accounting principle were recognized by including the cumulative
      effect of changing to the new accounting principle in the net income of the
      period of the change. FAS 154 applies to all voluntary changes in accounting
      principle. It also applies to changes required by an accounting pronouncement
      in
      the unusual instance that the pronouncement does not include specific transition
      provisions. When a pronouncement includes specific transition provisions, those
      provisions should be followed. FAS 154 shall be effective for accounting changes
      and corrections of errors made in fiscal years beginning after December15,
      2005
      (January 1, 2006 for us). We do not expect the adoption of FAS 154 to have
      a
      material effect on our financial statements or our results of
      operations.







38




**Impact
      of Inflation and Currency Fluctuations**




We
      generate all of our revenues and hold most of our cash, cash equivalents, bank
      deposits and marketable securities in US dollars. While a substantial amount
      of
      our operating expenses are in US dollars, we incur a portion of our expenses
      in
      New Israeli Shekels. In addition, we also pay for some of our services and
      supplies in the local currencies of our suppliers. As a result, we are exposed
      to the risk that the US dollar will be devalued against the New Israeli Shekel
      or other currencies, and as result our financial results could be harmed if
      we
      are unable to guard against currency fluctuations in Israel or other countries
      in which services and supplies are obtained in the future. Accordingly, we
      may
      enter into currency hedging transactions to decrease the risk of financial
      exposure from fluctuations in the exchange rates of currencies. These measures,
      however, may not adequately protect us from the adverse effects of inflation
      in
      Israel. In addition, we are exposed to the risk that the rate of inflation
      in
      Israel will exceed the rate of devaluation of the New Israeli Shekel in relation
      to the dollar or that the timing of any devaluation may lag behind inflation
      in
      Israel. To date, our business has not been materially adversely affected by
      changes in the US dollar exchange rate or by effects of inflation in
      Israel.




**Governmental
      Economic, Fiscal, Monetary or Political Policies that Materially Affected or
      Could Materially Affect Our Operations**




Israeli
      companies are generally subject to income tax at the corporate tax rate of
      31%
      in 2006, which will be reduced as follows: 2007 - 29%, 2008 - 27%, 2009-26%,
      2010 and after - 25%. However, we have been granted approved enterprise status,
      and we are, therefore, eligible for a reduced corporate tax under the Law for
      the Encouragement of Capital Investments, 1959. Subject to compliance with
      applicable requirements, the portion of our undistributed profits derived from
      the approved enterprise program will be tax-exempt for a period of two years
      commencing in the first year in which we generate taxable income and will be
      subject, for a period of five to eight years, to a reduced corporate tax of
      between 10% and 25%, depending on the percentage of non-Israeli investors
      holding our ordinary shares. The period of tax benefits with respect to our
      approved enterprise program has not yet commenced because we have yet to realize
      taxable income. However, this benefit period cannot extend beyond 12 years
      from
      the year of commencement of operations or 14 years from the year in which
      approval was granted, whichever is earlier. If we subsequently pay a dividend
      out of income derived from the “approved enterprise” during the tax exemption
      period, it will be subject to tax on the amount distributed, including any
      company tax on these amounts, at the rate which would have been applicable
      had
      such income not been exempt (25%). These benefits may not be applied to reduce
      the US federal tax rate for any income derived by our US subsidiary. There
      can
      be no assurance that such tax benefits will continue in the future at their
      current levels or otherwise.




As
      of
      December 31, 2005, we did not have any taxable income. As of December 31, 2005,
      our net operating loss carry-forwards for Israeli tax purposes amounted to
      approximately $94 million. Under Israeli law, these net-operating losses may
      be
      carried forward indefinitely and offset against future taxable income, including
      capital gains from the sale of assets used in the business, with no expiration
      date.




For
      a
      description of Israeli government policies that affect our research and
      development expenses, and the financing of our research and development, see
      “-Research and Development, Patents and Licenses - Israeli Government Research
      and Development Programs” below.




**Liquidity
      and Capital Resources**




We
      have
      financed our operations from inception primarily through our initial public
      offering, various private placement transactions, our August 2004 placing and
      open offer transaction and option and warrant exercises. As of December 31,
      2005, we had received net proceeds of $45.7 million from our initial public
      offering, net proceeds of $15.4 million from the 2004 placing and open offer
      transaction, net proceeds of approximately $43.3 million from various private
      placement transactions, and proceeds of $2.0 million from the exercise of
      options and warrants.




As
      of
      December 31, 2005, we had $13.4 million in cash, cash equivalents, and
      short-term bank deposits, a decrease of $9.5 million from December 31, 2004.
      Cash used in operating activities for the year ended December 31, 2005, was
      $10.5 million, as compared to $14.5 million for the year ended December 31,
      2004. This decrease in cash used in operating activities was due primarily
      to
      reduced expenditures associated with the execution of our business plan,
      pursuant to the 2005 restructuring. For the year ended December 31, 2005, net
      cash used in investing activities of $9.5 million was primarily the result
      of
      liquidating short-term bank deposits. For the year ended December 31, 2005,
      net
      cash provided by financing activities of $1.5 million was the result of the
      exercise of stock options in 2005.




39


Our
      cash
      and cash equivalents, as of December 31, 2005, were invested in highly liquid
      investments such as cash and short-term bank deposits. As of December 31, 2005,
      we are unaware of any known trends or any known demands, commitments, events,
      or
      uncertainties that will, or that are reasonably likely to, result in a material
      increase or decrease in our required liquidity. We expect that our liquidity
      needs during 2006 will continue to be funded from existing cash, cash
      equivalents, short-term bank deposits and the proceeds from our recent private
      placement.




Based
      on
      our current business plan, with the proceeds of our recent private placement
      that closed in March 2006, we believe that we have sufficient resources to
      fund
      our operations for approximately the next 24 months. We
      may
      seek additional capital through a combination of public and private equity
      offerings, debt financings and collaborative, strategic alliance and licensing
      arrangements. We have
      made no determination at this time as to the amount, method or timing of any
      such financing. Such
      additional financing may not be available when we need it .
      If we
      are unable to obtain additional funds on terms favorable to us or at all, we
      may
      be required to cease
      or
      reduce our operating activities or sell or license to third parties some or
      all
      of our technology. If we raise additional funds by selling additional shares
      of
      our capital stock, the ownership interests of our shareholders will be diluted.
      If we need to raise additional funds through the sale or license of our drug
      candidates or technology, we may be unable to do so on terms favorable to us.
      In
      addition, see “Item
      3:
      Key Information - Risk
      Factors - Risks Related to Our Financial Condition.”




Our
      forecast of the period of time through which our cash, cash equivalents and
      short-term investments will be adequate to support our operations is a
      forward-looking statement that involves risks and uncertainties. The actual
      amount of funds we will need to operate is subject to many factors, some of
      which are beyond our control. These factors include the following




·
            the
                timing of expenses associated with manufacturing and product development
                of the proprietary drug candidates within our portfolio and those
                that may
                be in-licensed, partnered or acquired;




·
            our
                ability to achieve our milestones under licensing
                arrangements;




·
            the
                timing of the in-licensing, partnering and acquisition of new product
                opportunities; and




·
            the
                costs involved in prosecuting and enforcing patent claims and other
                intellectual property rights.




We
      have
      based our estimate on assumptions that may prove to be inaccurate. We may need
      to obtain additional funds sooner or in greater amounts than we currently
      anticipate. Potential sources of financing may be obtained through strategic
      relationships, public or private sales of our equity or debt securities, and
      other sources. We may seek to access the public or private equity markets when
      conditions are favorable due to our long-term capital requirements. We do not
      have any committed sources of financing at this time, and it is uncertain
      whether additional funding will be available when we need it on terms that
      will
      be acceptable to us, or at all. If we raise funds by selling additional shares
      of our ordinary shares or other securities convertible into shares of our
      ordinary shares, the ownership interest of our existing shareholders will be
      diluted. If we are not able to obtain financing when needed, we may be unable
      to
      carry out our business plan. As a result, we may have to significantly limit
      our
      operations, and our business, financial condition and results of operations
      would be materially harmed.




**Off-Balance
      Sheet Arrangements**




We
      have
      not entered into any transactions with unconsolidated entities whereby we have
      financial guarantees, subordinated retained interests, derivative instruments
      or
      other contingent arrangements that expose us to material continuing risks,
      contingent liabilities, or any other obligations under a variable interest
      in an
      unconsolidated entity that provides us with financing, liquidity, market risk
      or
      credit risk support.




**Obligations
      and Commitments**




As
      of
      December 31, 2005, we had known contractual obligations, commitments and
      contingencies of $2,719,000. Of this amount, $652,000 relates to research and
      development agreements, of which $585,000 is due within the next year, with
      the
      remaining balance due as per the schedule below. The additional $2,067,000
      relates to our operating lease obligations, of which $720,000 is due within
      the
      next year, with the remaining balance due as per the schedule
      below.


**Payment
                  due by period****Contractual
                  obligations**
              
              **Total**
              
              **Less
                  than**
                **1
                  year**
              
              **1-3**
                **years**
              
              **3-5**
                **years**
              
              **More
                  than**
                **5
                  years**Research
                  & development agreements
              
              $
              652,000
              
              $
              585,000
              
              $
              67,000
              
              $
              --
              
              $
              --Operating
                  leases
              
              
              2,067,000
              
              
              720,000
              
              
              921,000
              
              
              426,000
              
              
              --**Total**
              
              $
              2,719,000
              
              $
              1,305,000
              
              $
              988,000
              
              $
              426,000
              
              $
              --





40




Additionally,
      we have undertaken to make contingent milestone payments to certain licensors
      of
      up to approximately $49.0 million over the life of the licenses, of which $34.0
      million will be due upon or following regulatory approval of the drugs. In
      some
      cases, these contingent payments will only be triggered upon receipt of
      royalties on sales of related products and in certain cases will partially
      offset royalties we would otherwise owe those licensors. See “Item 4:
      Information on the Company - Business Overview - Licensing Agreements and
      Collaborations” above.




We
      also
      have a commitment to make contingent payments to the Office of the Chief
      Scientist of up to approximately $16.4 million, all of which is due from
      royalties of approximately 3%-5% from proceeds from net sales of products in
      the
      research and development of which the Israeli government participated in by
      way
      of grants, as discussed in the immediately following section.




In
      addition, in 2005, we received an assessment from the Israeli tax authorities
      of
      approximately $730,000 (including fines and interest expenses) related to
      withholding taxes for taxable employee benefits and taxable income in Israel
      paid to foreign companies during the periods of 2001-2004. We have recorded
      an
      accrual which we believe reflects the probable liability associated with this
      assessment.




**Research
      and Development, Patents and Licenses**





Research
      and development costs consist primarily of salaries and related personnel costs,
      fees paid to consultants and outside service providers for clinical and
      laboratory development, facilities-related and other expenses relating to the
      design, development, testing, and enhancement of our product candidates and
      technologies.





The
      following table sets forth the research and development costs for each of our
      clinical-stage projects, our pre-clinical activities, and for all other research
      and development programs for the periods presented. Whether or not and how
      quickly we complete development of our clinical stage projects is dependent
      on a
      variety of factors, including the rate at which we are able to engage clinical
      trial sites and the rate of enrollment of patients. As such, the costs
      associated with the development of our drug candidates may change significantly.
      For a further discussion of factors that may affect our research and
      development, see “Item 3: Risk Factors - Risks Related to Our Business,” and
“Item 4: Information on the Company - Business Overview - Products Under
      Development” above.




**Years
                ended December 31,****2005**
            
            **2004**
            
            **2003**
            
            **Cumulative,
                as of December 31, 2005****XTL-2125**Research
                and development costs
            
            $
            3,367,000
            
            $
            3,232,000
            
            $
            1,780,000
            
            $
            9,365,000Less
                participations
            
            
            --
            
            
            --
            
            
            (168,000
            )
            
            (168,000
            )3,367,000
            
            
            3,232,000
            
            
            1,612,000
            
            
            9,197,000**XTL-6865**Research
                and development costs
            
            
            2,706,000
            
            
            5,452,000
            
            
            6,287,000
            
            
            21,619,000Less
                participations
            
            
            --
            
            
            --
            
            
            (1,459,000
            )
            
            (2,540,000
            )2,706,000
            
            
            5,452,000
            
            
            4,828,000
            
            
            19,079,000**HepeX-B****1**Research
                and development costs
            
            
            2,743,000
            
            
            6,570,000
            
            
            4,036,000
            
            
            26,985,000Less
                participations
            
            
            (2,743,000
            )
            
            (3,269,000
            )
            
            (1,602,000
            )
            
            (10,173,000
            )--
            
            
            3,301,000
            
            
            2,434,000
            
            
            16,812,000**Other
                research and development programs**2Research
                and development costs
            
            
            1,240,000
            
            
            --
            
            
            1,919,000
            
            
            30,933,000Less
                participations
            
            
            --
            
            
            --
            
            
            --
            
            
            (4,081,000
            )1,240,000
            
            
            --
            
            
            1,919,000
            
            
            26,852,000**Total
                Research and development**Research
                and development costs
            
            
            10,056,000
            
            
            15,254,000
            
            
            14,022,000
            
            
            88,902,000Less
                participations
            
            
            (2,743,000
            )
            
            (3,269,000
            )
            
            (3,229,000
            )
            
            (16,962,000
            )7,313,000
            
            
            11,985,000
            
            
            10,793,000
            
            
            71,940,000




____ ________________
 1 Includes
        $6,012,000 in development costs for HepeX-B incurred from June 2004, the
        date we
        out-licensed HepeX-B to Cubist, for which we were subsequently reimbursed
        by
        Cubist pursuant to our license agreement. The amount was classified in revenues
        and cost of revenues in our statement of operations.
  2 Other
        research and development programs includes DOS from September 2005 pursuant
        to
        the completion of the VivoQuest transaction and also includes early stage
        discovery research activities that ceased in 2003.




41




***Israeli
      Government Research and Development Grants***





In
      the
      past, we participated in programs offered by the Office of the Chief Scientist
      under the Industry, Trade and Labor Ministry of Israel that support research
      and
      development activities. We received a grant from the Office of the Chief
      Scientist for the year ended December 31, 2003 of $3,229,000. We did not apply
      for, or receive, grants from the Office of the Chief Scientist for the years
      2004 and 2005.





We
      received grants from the Office of the Chief Scientist for several projects.
      Under the terms of these grants, we will be required to pay a royalty ranging
      between 3% to 5% of the net sales of products developed from an Office of the
      Chief Scientist-funded project, beginning with the commencement of sales of
      such
      products and ending when 100% of the dollar value of the grant is repaid (100%
      plus LIBOR interest applicable to grants received on or after January 1, 1999).
      The royalty rate (between 3% and 5%) varies depending on the amount of years
      that lapse between receipt of the grant and its repayment by us. At the time
      grants were received, successful development of the related projects was not
      assured. In the case of failure of a project that was partly financed, as above,
      we are not obligated to pay any such royalties. At December 31, 2005, the
      maximum amount of the contingent liability in respect of royalties related
      to
      ongoing projects including interest and LIBOR rate was equal to $3,778,000.




Israeli
      law requires that the manufacture of products developed with government grants
      be carried out in Israel, unless the Office of the Chief Scientist provides
      a
      special approval to the contrary. This approval, if provided, is generally
      conditioned on an increase in the total amount to be repaid to the Office of
      the
      Chief Scientist to between 120% and 300% of the amount of funds granted. The
      specific increase within this range would depend on the extent of the
      manufacturing to be conducted outside of Israel. Alternatively, the restriction
      on manufacturing outside of Israel shall not apply to the extent that plans
      to
      manufacture were disclosed when filing the application for funding (and provided
      the application was approved based on the information disclosed in the
      application). In such circumstances, the Office of the Chief Scientist will
      take
      into account the proposal that Office of the Chief Scientist-funded projects
      will have an overseas manufacturing component. Under applicable Israeli law,
      Israeli government consent is required to transfer to Israeli third parties
      technologies developed under projects which the government funded. Transfer
      of
      Office of the Chief Scientist funded technologies outside of Israel is
      prohibited. Israeli law further specifies that both the transfer of know-how
      as
      well as the transfer of intellectual property rights in such know-how are
      subject to the same restrictions. These restrictions do not apply to exports
      from Israel or the sale of products developed with these
      technologies.




We
      have
      received the approval of the Office of the Chief Scientist for the transfer
      of
      manufacturing rights of our HepeX-B product under the terms of the agreement
      with Cubist. As a consequence, we are obligated to repay the grants received
      from the Office of the Chief Scientist for the financing of the HepeX-B product
      from any amounts received by us from Cubist due to the sales of HepeX-B product,
      at a percentage rate per annum calculated based on the aggregate amount of
      grants received from the Office of the Chief Scientist divided by all amounts
      invested by us in the research and development activities of HepeX-B, and up
      to
      an aggregate amount of 300% of the original amounts received for such project,
      including interest at the LIBOR rate. As of December 31, 2005, the aggregate
      amount received from the Office of the Chief Scientist for the financing of
      the
      HepeX-B project including interest and LIBOR rate was equal to $4,213,000.
      At
      December 31, 2005, the maximum amount of the contingent liability in respect
      of
      royalties related to HepeX-B product was $12,639,000.




**Trend
      Information**




Please
      see “Item 5. Operating and Financial Review and Prospects” and “Item 4.
      Information on the Company” for trend information.







42


**ITEM
      6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**




**Directors
      and Senior Management**




The
      following sets forth information with respect to our directors and executive
      officers as of April 30, 2006. Except as noted, the business address for each
      of
      the following is 750 Lexington Avenue, 20 th Floor,
      New York, NY 10022.





Name
            Age
            PositionMichael
                S. Weiss
            40
            Chairman
                of the Board of DirectorsWilliam
                J. Kennedy, Ph.D
            61
            Non
                Executive DirectorIdo
                Seltenreich(1)
            34
            Non
                Executive and External DirectorVered
                Shany, D.M.D(1)
            41
            Non
                Executive and External DirectorJonathan
                R. Spicehandler, M.D
            57
            Non
                Executive DirectorBen
                Zion Weiner, Ph.D(1)
            62
            Non
                Executive DirectorRon
                Bentsur
            40
            Chief
                Executive OfficerJonathan
                Burgin(1)
            44
            Chief
                Financial Officer





(1) Business
      address is Kiryat Weizmann Science Park, Building 3, POB 370, Rehovot 76100,
      Israel.




Michael
      S. Weiss has served as a director of our company since November 2004, and was
      appointed interim Chairman of the Board in March 2005 and Chairman of the Board
      in August 2005. Mr. Weiss is currently the Chairman and CEO of Keryx
      Biopharmaceuticals, Inc. (Nasdaq: KERX). Prior to that, from 1999-2002, Mr.
      Weiss was the founder, chairman and CEO of ACCESS Oncology, Inc., a private
      cancer company subsequently acquired by Keryx. Prior to that, Mr. Weiss was
      Senior Managing Director at Paramount Capital, Inc. From 1991-1993, Mr. Weiss
      was an attorney at Cravath, Swaine & Moore. Mr. Weiss received his B.A.,
      magna cum laude from State University of New York at Albany and was awarded
      a
      Juris Doctorate degree from Columbia University Law School.




William
      J. Kennedy has served as a director of our company since February 2005. Dr.
      Kennedy retired as Vice President, Drug Regulatory Affairs, for Zeneca
      Pharmaceuticals Group in October 1999, and since that time has served as a
      regulatory consultant to the pharmaceutical industry. Prior to joining Zeneca
      Pharmaceuticals in 1986, Dr. Kennedy worked in regulatory affairs at G.D. Searle
      & Co., Kalipharma Inc., Berlex Laboratories, Inc. and Pfizer
      Pharmaceuticals, Inc. Dr. Kennedy earned a B.S. from Siena College, a M.A.
      from
      Clark University and a Ph.D in Pharmacology from SUNY, Buffalo. Prior to joining
      the industry in 1977, he was an Associate Research Professor at Yale University
      conducting research in Molecular Biology and Recombinant DNA.




Ido
      Seltenreich has served as a director of our company since August
      2005.  Mr.
      Seltenreich is currently the representative of Cinema City International N.V.,
      or CCI, in the Czech Republic, for which he has served as the Managing and
      Financing Director since October 1999. Mr.
      Seltenreich served as a member
      of the board of directors of an intragroup company of CCI, a development company
      that operates in the Bulgarian market from
      July 2003 to August 2005. Prior to
      that, from 1996-1999, Mr. Seltenreich worked at Luboshits Kasirer, a member
      of
      Ernst & Young.  Mr.
      Seltenreich received his B.A. in economics and accounting from Haifa University
      and has an Israeli CPA license.




Vered
      Shany has served as a director of our company since August 2005. Since March
      2002, Dr. Shany has managed Tashik Consultants, providing strategic consulting
      and corporate analysis for Israeli and international corporations and investment
      management in life sciences companies. Previously, Dr. Shany served as managing
      director of Up-Tech Ventures Ltd, a subsidiary of the Africa-Israel Investments
      Group from May 2000 to March 2002, as a member of the board of directors of
      the
      Weizmann Science Park Incubator from May 2000 to March 2002, as vice president
      of marketing for Arad Technological Incubator from 1995 to 1999 and as business
      and marketing manager of Medun Ltd, a medical start-up company, from 1995 to
      1998. Dr. Shany is currently an external director in Lahak Mutual Funds of
      Bank
      Hapoalim and in SFKT - Shrem Fudim Kellner Technologies. Dr. Shany received
      her
      masters’ degree in business administration from Heriot - Watt University,
      Edinburgh Business School, completed her D.M.D. degree, Doctor of Medical
      Dentistry and her B.Med.Sc, from Hebrew University of Jerusalem.




Jonathan
      R. Spicehandler has served as a director of our company since February 2005.
      From March 2002 until March 2006, Dr. Spicehandler was the chairman of
      Schering-Plough Research Institute, the pharmaceutical research arm of
      Schering-Plough Corporation, a research-based company engaged in the discovery,
      development, manufacturing and marketing of pharmaceutical and health care
      products worldwide. In that capacity, he served as a scientific advisor to
      the
      Schering-Plough Operating Committee as well as to senior management. He joined
      the company in 1982 as senior director - immunology and anti-infective clinical
      research and was appointed Vice President - clinical research in 1985; Vice
      President - biological research in 1991; Vice President - operations in 1992;
      and became President, Schering-Plough Research Institute in 1993. Dr.
      Spicehandler received his B.A. in biology from Union College in New York and
      his
      M.D. degree, cum laude, from the St. Louis University School of Medicine. Dr.
      Spicehandler also serves on the Board of Directors of Keryx Biopharmaceuticals,
      Inc. and of Color by Pergament Inc.




43


Ben
      Zion
      Weiner has served as a director of our company since February 2005. Dr. Weiner
      has been with Teva Pharmaceutical Industries Ltd. since 1975, after a Post
      Doctorate fellowship at Schering-Plough in the U.S. He received his Ph.D in
      Chemistry from the Hebrew University of Jerusalem. Since 2002 he has been Group
      Vice President, Global Products at Teva, responsible for Global Generic Research
      and Development, Global Innovative Research and Development and innovative
      products marketing. Dr. Weiner is a member of Teva's Core Management Committee.
      He was granted twice the Rothschild Prize for Innovation/Export, in 1989 for
      the
      development of alpha D3 for Dialysis and Osteoporosis and in 1999 for the
      development of Copaxone® for Multiple Sclerosis.




Ron
      Bentsur has served as our Chief Executive Officer since January 2006. From
      June
      2003 until February 2006, Mr. Bentsur served as Vice President, Finance and
      Investor Relations of Keryx Biopharmaceuticals, Inc. From October 2000 to June
      2003, Mr. Bentsur served as Director of Investor Relations at Keryx. From July
      1998 to October 2000, he served as Director of Technology Investment Banking
      at
      Leumi Underwriters, where he was responsible for all technology/biotechnology
      private placement and advisory transactions. From June 1994 to July 1998, Mr.
      Bentsur worked as an investment banker at ING Barings Furman Selz. Mr. Bentsur
      holds a B.A. in Economics and Business Administration with distinction from
      the
      Hebrew University of Jerusalem, Israel and an M.B.A., Magna Cum Laude, from
      New
      York University’s Stern Graduate School of Business. ****




Jonathan
      Burgin is a C.P.A. and has served as our Chief Financial Officer since August
      1999. Before joining our company, he was the Chief Financial Officer at YLR
      Capital Markets, a leading Israeli investment bank which was publicly traded
      on
      the Tel Aviv Stock Exchange. From 1984 to 1997, Mr. Burgin worked at Kesselman
      & Kesselman, an accounting firm and a member of PricewaterhouseCoopers
      International Limited. During the last three years of his tenure there, Mr.
      Burgin served as Senior Manager. He received both his M.B.A. and B.A. in
      accounting and economics from Tel Aviv University.




**Employment
      Agreements**




We
      have
      an employment agreement dated as of January 3, 2006, with Ron Bentsur, Chief
      Executive Officer. Mr. Bentsur is entitled to an annual base salary of $225,000.
      He is entitled to receive a one time bonus of $25,000 in the event we are
      successful in securing an equity financing in excess of $10 million. He is
      entitled to receive discretionary bonus payments of up to 100% of his annual
      base salary on achievement of certain milestones recommended by the Remuneration
      Committee and set by our Board of Directors. Mr. Bentsur was also granted
      options to purchase a total of 7,000,000 ordinary shares at an exercise price
      equal to $0.774 per share (closing price of the last trading day prior to
      official appointment). These options are exercisable for a period of ten years
      from the date of issuance, and granted under the same terms and conditions
      as
      the Share Option Plan 2001 (see “- Share Ownership - Share Option Plans” below)
      and any option agreement entered into with Mr. Bentsur. Of these, 2,333,334
      options shall vest as follows: 777,782 options on the one-year anniversary
      of
      the issuance of the options and 194,444 options at the end of each quarter
      thereafter for the following two years. The balance of options shall vest upon
      achievement of certain milestones (2,333,333 upon the achievement of $350
      million market capitalization or $75 million in working capital, as set out
      in
      the agreement and 2,333,333 upon the achievement of $550 million market
      capitalization or $125 million in working capital, as set out in the agreement).
      We may terminate the agreement without cause (as defined in the agreement)
      on 30
      days’ prior notice to Mr. Bentsur, and immediately and without prior notice for
      cause. Mr. Bentsur may terminate the agreement with good reason (as defined
      in
      the agreement) on 30 days’ prior notice to us. In addition, in the event of a
      merger, acquisition or other change of control or in the event that we terminate
      Mr. Bentsur, either without cause or as a result of his death or disability,
      or
      Mr. Bentsur terminates his agreement for good reason, any outstanding but
      unvested options granted to Mr. Bentsur under the agreement will immediately
      vest and the period during which he may exercise such options shall be the
      earlier of two years from the effective date of his termination or ten years
      from the date he commenced employment. Additionally, our board of directors
      shall have the discretion to accelerate all or a portion of Mr. Bentsur’s
      options at any time. If we choose to terminate the agreement for cause, Mr.
      Bentsur will not be owed any benefits, with the exception of any unpaid
      remuneration that would have accrued up to his date of termination.




44


We
      have
      an employment agreement dated August 1, 1999, as amended, with Jonathan Burgin,
      our Chief Financial Officer. Mr. Burgin is entitled to an annual base salary
      of
      $140,000. He is entitled to receive discretionary bonus payments of up to 25%
      of
      his annual base salary on achievement of certain milestones recommended by
      the
      Remuneration Committee and set by our Board of Directors. Mr. Burgin is also
      entitled to receive benefits comprised of managers' insurance (pension and
      disability insurance), a continuing education plan, and the use of a company
      car. There is a non-compete clause surviving one year after termination of
      employment, preventing Mr. Burgin from competing directly or indirectly with
      us,
      or soliciting our employees or customers. The employment agreement may be
      terminated by either party on 14 days prior notice to the other, and in such
      event, Mr. Burgin is entitled to an additional six months'
      salary.




We
      have
      an agreement dated August 1, 2005, with Michael S. Weiss, our non-Executive
      Chairman of the Board of Directors. Mr. Weiss is entitled to annual remuneration
      of $150,000. He was granted options to purchase a total of 9,250,000 ordinary
      shares at an exercise price equal to $0.354 per share. These options are
      exercisable for a period of five years from the date of issuance, and granted
      under the same terms and conditions as our 2001 Share Option Plan (see “- Share
      Ownership - Share Option Plans” below) and any option agreement that we may
      enter into with Mr. Weiss. The options shall vest upon achievement of certain
      market capitalization based milestones. We may terminate the agreement without
      cause (as defined in the agreement) on 30 days’ prior notice to Mr. Weiss, and
      immediately and without prior notice for cause. Mr. Weiss may terminate the
      agreement with good reason (as defined in the agreement) on 30 days prior notice
      to us. In the event that the agreement is terminated without cause (in our
      case)
      or with good reason (in the case of Mr. Weiss), any outstanding but unvested
      options granted to Mr. Weiss under the agreement will immediately vest and
      the
      period during which he may exercise such options will be extended. If we choose
      to terminate the agreement for cause, Mr. Weiss will not be owed any benefits,
      with the exception of any unpaid remuneration that would have accrued through
      his date of termination. In addition, in March 2006, the audit committee and
      the
      Board of Directors approved the grant of 9,898,719 options to Mr. Weiss. This
      option grant is subject to approval by our shareholders, see details under
“ -
      Compensation” below.




We
      have
      three types of service agreements with our directors, other than our agreement
      with our non-Executive Chairman. The first type, entered into with Ben Zion
      Weiner, provides for a grant of 2,000,000 options having an exercise price
      equal
      to $0.354 per share, exercisable for a period of five years and vesting upon
      achievement of certain market capitalization based milestones. The second type
      of director service agreement, entered into with William Kennedy and Jonathan
      Spicehandler, provides for a grant of 60,000 options having an exercise price
      equal $0.853, vesting over the three years from the date of grant. In addition,
      the second type of director service agreement provides for three annual grants
      of 20,000 options each, at an exercise price equivalent to the then current
      closing price of our ADRs on the Nasdaq Stock Market (subject to the ordinary
      share-ADR ratio). The third type, entered into with Ido Seltenreich and Vered
      Shany, does not provide for option grants, and has a term of 36 months, unless
      terminated by the director upon two months’ written notice to us. Each of the
      three types of director service agreements provides for an annual salary of
      $20,000, payments of $2,000 for attendance at each board meeting, $500 for
      attendance at each committee meeting, $500 for attendance at a board meeting
      held by teleconference, reimbursement of reasonable out-of-pocket expenses,
      and
      termination by the director on two months’ written notice to us. In addition, in
      March 2006, the Audit Committee and the Board of Directors approved the grant
      of
      a total of 750,000 options to Mr. Weiner. This option grant is subject to
      approval by our shareholders, see details under “Compensation”
below.




**Compensation**




The
      aggregate compensation paid by us and by our wholly-owned subsidiary to all
      persons who served as directors or senior management for the year 2005 (10
      persons) was approximately $0.6 million. This amount includes payments made
      for
      social security, pension and disability insurance premiums of approximately
      $0.1
      million, as well as payments made in lieu of statutory severance, payments
      for
      continuing education plans, payments made for the redemption of accrued
      vacation, and amounts expended by us for automobiles made available to our
      officers.




During
      2005, we granted a total of 11,250,000 options to our Chairman and one of our
      non-executive directors. These options are exercisable at $0.354 per ordinary
      share, and expire five years after their respective date of grant. In addition,
      we granted a total of 120,000 options to two of our non-executive directors.
      These options are exercisable at $0.853 per ordinary share, and expire ten
      years
      after their respective date of grant.




45


In
      March
      2006, our board of directors granted our Chief Executive Officer options to
      purchase a total of 7,000,000 ordinary shares at an exercise price equal to
      $0.774 per share (closing price of the last trading day prior to official
      appointment). These options are exercisable for a period of ten years from
      the
      date of issuance, and granted under the same terms and conditions as the Share
      Option Plan 2001 (see “- Share Ownership - Share Option Plans” below) and any
      option agreement entered into with Mr. Bentsur. Of these, 2,333,334 options
      shall vest as follows: 777,782 options on the one-year anniversary of the
      issuance of the options and 194,444 options at the end of each quarter
      thereafter for the following two years. The balance of options shall vest upon
      achievement of certain milestones (2,333,333 upon the achievement of $350
      million market capitalization or $75 million in working capital, as set out
      in
      the agreement and 2,333,333 upon the achievement of $550 million market
      capitalization or $125 million in working capital, as set out in the
      agreement).




In
      March
      2006, the board of directors also approved grants of a total of 9,898,719
      options to our Chairman and 750,000 options to one of our non-executive
      directors. These options are exercisable at an exercise price which is the
      volume weighted average price per share of the ADRs on Nasdaq during the thirty
      trading days prior to the board of directors’ approval divided by ten, $0.713.
      The options shall vest as follows: (i) 1/3 of such options shall vest over
      three
      years, of which amounts, 1/3 shall vest and be exercisable upon the first
      anniversary of the issuance of the options and the remainder shall vest and
      be
      exercisable on a quarterly basis; (ii) 1/3 of such options shall vest and be
      exercisable upon our achieving a total market capitalization on a fully diluted
      basis of more than US$350 million; and (iii) 1/3 of such options shall vest
      upon
      our achieving a total market capitalization on a fully diluted basis of more
      than US$550 million. The options can be exercised for a period of ten years.
      The
      grant of such options is conditional upon approval of the shareholders at a
      duly
      convened shareholder meeting expected to take place later this
      year.




All
      members of our board of directors who are not our employees are reimbursed
      for
      their expenses for each meeting attended. Our directors who are not external
      directors as defined by the Israeli Companies Act are eligible to receive share
      options under our share option plans. Non-executive directors do not receive
      any
      remuneration from us other than their fees for services as members of the board,
      additional fees if they serve on committees of the board and expense
      reimbursement.




In
      accordance with the requirements of Israeli Law, we determine our directors’
compensation in the following manner:




·
            first,
                our audit committee reviews the proposal for
                compensation;




·
            second,
                provided that the audit committee approves the proposed compensation,
                the
                proposal is then submitted to our board of directors for review,
                except
                that a director who is the beneficiary of the proposed compensation
                does
                not participate in any discussion or voting with respect to such
                proposal;
                and




·
            finally,
                if our board of directors approves the proposal, it must then submit
                its
                recommendation to our shareholders, which is usually done in connection
                with our shareholders’ general
                meeting.




The
      approval of a majority of the shareholders voting at a duly convened
      shareholders meeting is required to implement any such compensation
      proposal.




**Board
      practices**




***Election
      of Directors and Terms of Office***




Our
      board
      of directors currently consists of six members, including our chairman. Other
      than our two external directors, our new directors are elected by an ordinary
      resolution at the annual general meeting of our shareholders. The nomination
      of
      our directors is proposed by a nomination committee of our board of directors,
      whose proposal is then approved by the board. The current members of the
      nomination committee are Jonathan Spicehandler (chairman of the nomination
      committee), Ido Seltenreich and Vered Shany. Our board, following receipt of
      a
      proposal of the nomination committee, has the authority to add additional
      directors up to the maximum number of 12 directors allowed under our Articles.
      Such directors appointed by the board serve until the next annual general
      meeting of the shareholders in which their term of office shall expire. In
      August 2005, at the annual general meeting of our shareholders, Michael Weiss,
      Ben Zion Weiner, William Kennedy and Jonathan Spicehandler were re-elected
      to
      serve as directors of our company and Ido Seltenreich and Vered Shany were
      elected to serve as external directors of our company. Unless they resign before
      the end of their term or are removed in accordance with our Articles, all our
      directors, other than our external directors, will serve as directors until
      our
      next annual general meeting of shareholders.




46


Ido
      Seltenreich and Vered Shany are serving as external directors pursuant to the
      provisions of the Israeli Companies Law for a three-year term ending in August
      2008, as more fully described below. After this date, their term of service
      may
      be renewed for an additional three-year term.




None
      of
      our directors or officers have any family relationship with any other director
      or officer.




None
      of
      our directors are entitled to receive any severance or similar benefits upon
      termination of his or her service, except for our chairman, as more fully
      described above in “ - Employment Agreements” above.




Our
      Articles permit us to maintain directors and officers’ liability insurance and
      to indemnify our directors and officers for actions performed on behalf of
      us,
      subject to specified limitations. We maintain a directors and officers insurance
      policy which covers the liability of our directors and officers as allowed
      under
      Israeli Companies Law.




***External
      and Independent Directors***




The
      Israeli Companies Law requires Israeli companies with shares that have been
      offered to the public either in or outside of Israel to appoint two external
      directors. No person may be appointed as an external director if that person
      or
      that person’s relative, partner, employer or any entity under the person’s
      control, has or had, on or within the two years preceding the date of that
      person's appointment to serve as an external director, any affiliation with
      the
      company or any entity controlling, controlled by or under common control with
      the company. The term affiliation includes:




·
            an
                employment relationship;




·
            a
                business or professional relationship maintained on a regular
                basis;




·
            control;
                and




·
            service
                as an office holder, other than service as an officer for a period
                of not
                more than three months, during which the company first offered shares
                to
                the public.




No
      person
      may serve as an external director if that person’s position or business
      activities create, or may create, a conflict of interest with that person's
      responsibilities as an external director or may otherwise interfere with his/her
      ability to serve as an external director. If, at the time external directors
      are
      to be appointed, all current members of the board of directors are of the same
      gender, then at least one external director must be of the other gender. A
      director in one company shall not be appointed as an external director in
      another company if at that time a director of the other company serves as an
      external director in the first company. In addition, no person may be appointed
      as an external director if he/she is a member or employee of the Israeli
      Security Authority, and also not if he/she is a member of the board of directors
      or an employee of a stock exchange in Israel.




External
      directors are to be elected by a majority vote at a shareholders' meeting,
      provided that either:




·
            the
                majority of shares voted at the meeting, including at least one-third
                of
                the shares held by non-controlling shareholders voted at the meeting,
                vote
                in favor of election of the director, with abstaining votes not being
                counted in this vote; or




·
            the
                total number of shares held by non-controlling shareholders voted
                against
                the election of the director does not exceed one percent of the aggregate
                voting rights in the company.




The
      initial term of an external director is three years and may be extended for
      an
      additional three-year term. External directors may be removed only by the same
      percentage of shareholders as is required for their election, or by a court,
      and
      then only if the external directors cease to meet the statutory qualifications
      for their appointment or if they violate their duty of loyalty to the company.
      At least one external director must serve on every committee that is empowered
      to exercise one of the functions of the board of directors.




An
      external director is entitled to compensation as provided in regulations adopted
      under the Israeli Companies Law and is otherwise prohibited from receiving
      any
      other compensation, directly or indirectly, in connection with service provided
      as an external director.




47


Ido
      Seltenreich and Vered Shany serve as external directors pursuant to the
      provisions of the Israeli Companies Law and as our independent directors under
      the corporate governance codes of practice requirements of the London Stock
      Exchange. They both serve on our audit committee, our nomination committee
      and
      our compensation committee.




Subject
      to certain exceptions, issuers that list on Nasdaq must have boards of directors
      including a majority of independent directors, as such term is defined by
      Nasdaq. In addition, both SEC and Nasdaq rules mandate that the audit committee
      of a listed issuer consist of at least three members, all of whom must be
      independent, as such term is defined by rules and regulations promulgated by
      the
      SEC. We are in compliance with the independence requirements of both the SEC
      and
      Nasdaq.




***Audit
      Committee***




The
      Israeli Companies Law requires public companies to appoint an audit committee.
      The responsibilities of the audit committee include identifying irregularities
      in the management of the company’s business and approving related party
      transactions as required by law. An audit committee must consist of at least
      three directors, including all of its external directors. The chairman of the
      board of directors, any director employed by or otherwise providing services
      to
      the company, and a controlling shareholder or any relative of a controlling
      shareholder, may not be a member of the audit committee. An audit committee
      may
      not approve an action or a transaction with a controlling shareholder, or with
      an office holder, unless at the time of approval two external directors are
      serving as members of the audit committee and at least one of the external
      directors was present at the meeting in which an approval was granted.




Our
      audit
      committee is currently comprised of three independent non-executive directors.
      The audit committee is chaired by Ido Seltenreich, who serves as the audit
      committee financial expert, with William Kennedy and Vered Shany as members.
      The
      audit committee meets at least twice a year and monitors the adequacy of our
      internal controls, accounting policies and financial reporting. It regularly
      reviews the results of the ongoing risk self-assessment process, which we
      undertake, and our interim and annual reports prior to their submission for
      approval by the full board of directors. The audit committee oversees the
      activities of the internal auditor, sets its annual tasks and goals and reviews
      its reports. The audit committee reviews the objectivity and independence of
      the
      external auditors and also considers the scope of their work and fees. In
      accordance with the Nasdaq requirements, our audit committee is directly
      responsible for the appointment, compensation and oversight of our independent
      auditors.




We
      have
      adopted a written charter for our audit committee, setting forth its
      responsibilities as outlined by Nasdaq rules and the regulations of the SEC.
      In
      addition, our audit committee has adopted procedures for the receipt, retention
      and treatment of complaints we may receive regarding accounting, internal
      accounting controls, or auditing matters and the submission by our employees
      of
      concerns regarding questionable accounting or auditing matters.




***Approval
      of Compensation to Our Officers***




The
      Israeli Companies Law prescribes that compensation to officers must be approved
      by a company's board of directors. Nasdaq corporate governance rules require
      that compensation of the chief executive officer and other executive officers
      be
      determined, or recommended to the board of directors, by a majority of the
      independent directors or by a compensation committee comprised solely of
      independent directors. We have established a compensation committee in
      compliance with the Israeli Companies Law and Nasdaq rules.




Our
      compensation committee consists of three independent directors: Vered Shany
      (chairman of the compensation committee), William Kennedy and Ido Seltenreich.
      The responsibilities of the compensation committee are to set our overall policy
      on executive remuneration and to decide the specific remuneration, benefits
      and
      terms of employment for each senior manager, including the Chief Executive
      Officer.




The
      objectives of the compensation committee’s policies are that senior managers
      should receive compensation which is appropriate given their performance, level
      of responsibility and experience. Compensation packages should also allow us
      to
      attract and retain executives of the necessary caliber while, at the same time,
      motivating them to achieve the highest level of corporate performance in line
      with the best interests of shareholders. In order to determine the elements
      and
      level of remuneration appropriate to each executive director, the compensation
      committee reviews surveys on executive pay, obtains external professional advice
      and considers individual performance.




48


***Internal
      Auditor***




Under
      the
      Israeli Companies Law, the board of directors must appoint an internal auditor,
      nominated by the audit committee. The role of the internal auditor is to
      examine, among other matters, whether the company's actions comply with the
      law
      and orderly business procedure. Under the Israeli Companies Law, the internal
      auditor cannot be an office holder, an interested party or a relative of an
      office holder or interested party, and he or she may not be the company's
      independent accountant or its representative. We comply with the requirement
      of
      the Israeli Companies Law relating to internal auditors. Our internal auditors
      examine whether our various activities comply with the law and orderly business
      procedure.




***Compliance
      with Nasdaq Corporate Governance Requirements***




Under
      the
      Nasdaq corporate governance rules, foreign private issuers are exempt from
      many
      of the requirements if they instead elect to comply with home country practices
      and disclose where they have elected to do so. As noted above, we are currently
      in compliance with Nasdaq rules relating to the independence of our board of
      directors and its committees, however, as discussed below, we may in the future
      elect to comply with the practice required under Israeli law.




Pursuant
      to Nasdaq Marketplace Rule 4350(a)(i), foreign private issuers may elect to
      follow home country practices in lieu of certain Nasdaq corporate governance
      requirements by submitting to Nasdaq a written statement from an independent
      counsel in the company's home country, certifying that the company's practices
      are not prohibited by the home country's laws. This letter is only required
      once, at the time of listing. We previously submitted to Nasdaq such a letter
      from our legal counsel in Israel in connection with the September 1, 2005,
      application for our ADRs to trade on the Nasdaq Stock Market under the symbol
      “XTLB.”




On
      March
      22, 2006, we completed a private placement of ordinary shares together with
      warrants for an aggregate consideration of approximately $28 million in gross
      proceeds. In connection with the private placement, we relied on the exemption
      afforded by Nasdaq Marketplace Rule 4350(a)(i) from the requirements of Nasdaq
      Marketplace Rule 4350(i)(D), which requires that an issuer receive shareholder
      approval prior to an issuance of shares (or securities convertible into or
      exercisable for shares) which together with any sales by officers, directors
      or
      substantial shareholders of the company equals 20% or more of the shares or
      the
      voting power outstanding before the issuance.





**Employees**




As
      of
      April 30, 2006, we had 42 full-time employees. We and our Israeli employees
      are
      subject, by an extension order of the Israeli Ministry of Welfare, to a few
      provisions of collective bargaining agreements between the Histadrut, the
      General Federation of Labor Unions in Israel and the Coordination Bureau of
      Economic Organizations, including the Industrialists Associations. These
      provisions principally address cost of living increases, recreation pay, travel
      expenses, vacation pay and other conditions of employment. We provide our
      employees with benefits and working conditions equal to or above the required
      minimum. Other than those provisions, our employees are not represented by
      a
      labor union. We have written employment contracts with our employees, and we
      believe that our relations with our employees are good.




For
      the
      years ended December 31, 2005, 2004 and 2003, the number of our employees
      engaged in the specified activities, by geographic location, are presented
      in
      the table below.




**Year
                ended December 31,****2005**
            
            **2004**
            
            **2003**Research
                and DevelopmentIsrael
            
            
            22
            
            
            44
            
            
            42U.S
            
            
            19
            
            
            8
            
            
            541
            
            
            52
            
            
            47Financial
                and general managementIsrael
            
            
            4
            
            
            7
            
            
            6U.S
            
            
            --
            
            
            --
            
            
            --4
            
            
            7
            
            
            6Business
                developmentIsrael
            
            
            --
            
            
            --
            
            
            --U.S
            
            
            1
            
            
            1
            
            
            21
            
            
            1
            
            
            2Total
            
            
            46
            
            
            60
            
            
            55Average
                number of full-time employees
            
            
            54
            
            
            58
            
            
            68





49


**Share
      Ownership**




The
      following table sets forth certain information as of April 30, 2006, regarding
      the beneficial ownership by our directors and executive officers. All numbers
      quoted in the table are inclusive of options to purchase shares that are
      exercisable within 60 days of April 30, 2006.






**Amount
                and nature of beneficial ownership****Ordinary**
              **shares**
              **beneficially**
              **owned**
              **excluding**
              **options**
            
            **Options**
              **exercisable**
              **within**
              **60 days
                of**
              **April
                30,**
              **2006**
            
            **Total**
              **ordinary**
              **shares**
              **beneficially**
              **owned**
            
            **Percent
                of**
              **ordinary
                shares**
              **beneficially**
              **owned
                (1)**Michael
                S. Weiss
              *Chairman
                of the Board*
            
            
            --
            
            
            3,083,333
            
            
            3,083,333
            
            
            1.38
            %William
                Kennedy
              *Director*
            
            
            --
            
            
            --
            
            
            --
            
            
            --Jonathan
                Spicehandler
              *Director*
            
            
            --
            
            
            --
            
            
            --
            
            
            --Ben
                Zion Weiner
              *Director*
            
            
            --
            
            
            666,667
            
            
            666,667
            
            
            0.30
            %Ido
                Seltenreich
              *Director*
            
            
            250,000
            
            
            --
            
            
            250,000
            
            
            0.11
            %Vered
                Shany
              *Director*
            
            
            --
            
            
            --
            
            
            --
            
            
            --Ron
                Bentsur
              *Chief
                Executive Officer*
            
            
            --
            
            
            --
            
            
            --
            
            
            --Jonathan
                Burgin
              *Chief
                Financial Officer*
            
            
            20,000
            
            
            1,382,053
            
            
            1,402,053
            
            
            0.63
            %All
                directors and executive officers as a group
                (8 persons)
            
            
            270,000
            
            
            5,132,053
            
            
            5,402,053
            
            
            2.40
            %








(1)
      Includes ordinary shares issued as a result of the recently completed private
      placement.




***Share
      Option Plans***





We
      maintain the following share option plans for our and our subsidiary’s
      employees, directors and consultants. In addition to the discussion below,
      see
      Note 6 of our consolidated financial statements, included at “Item 18: Financial
      Statements.”




Our
      board
      of directors administers our share option plans and has the authority to
      designate all terms of the options granted under our plans including the
      grantees, exercise prices, grant dates, vesting schedules and expiration dates,
      which may be no more than ten years after the grant date. Options may not be
      granted with an exercise price of less than the fair market value of our
      ordinary shares on the date of grant, unless otherwise determined by our board
      of directors.




As
      of
      April 30, 2006, we have granted to employees, officers and directors and
      consultants options that are outstanding to purchase up to 31,278,496 ordinary
      shares, under the five share option plans and pursuant to certain grants apart
      from these plans as discussed below.




*1998
      Share Option Plan*




Under
      a
      share option plan established in 1998, we granted options to our employees
      which
      are held by a trustee under section 3(i) of the Tax Ordinance, of which
      3,884,810 are outstanding at an exercise price per share of $0.497. The options
      are non-transferable.




50


The
      option term is for a period of 10 years from grant date. If the options are
      not
      exercised and the shares not paid for by such date, all interests and rights
      of
      any grantee shall expire. The options are fully vested.




*1999
      Share Option Plan*




Under
      a
      share option plan established in 1999, we granted options to our employees
      which
      are held by a trustee under section 3(i) of the Tax Ordinance, of which 940,020
      are outstanding, at an exercise price of $0.497. The options are
      non-transferable.




The
      option term is for a period of 10 years from grant date. If the options are
      not
      exercised and the shares not paid for by such date, all interests and rights
      of
      any grantee shall expire. The options are fully vested.




*1999
      International Share Option Plan*




Under
      an
      international share option plan established in 1999, we granted options to
      our
      employees of which 1,380,000 are outstanding at an exercise price between $0.497
      and $1.10. The options are non transferable.




The
      options granted thereunder are outstanding and exercisable until October 2007.
      If the options are not exercised and the shares are not paid for by such date,
      all interests and rights of any grantee shall expire. The options are fully
      vested.




*2000
      Share Option Plan*




Under
      a
      share option plan established in 2000, referred to as the 2000 Plan, we granted
      options to our employees which are held by a trustee under section 3(i) of
      the
      Tax Ordinance, of which 771,300 are outstanding, at an exercise price of $1.10.
      The options are non-transferable.




The
      option term is for a period of 10 years from grant date. If the options are
      not
      exercised and the shares not paid for by such date, all interests and rights
      of
      any grantee shall expire. The options are fully vested.




*2001
      Share Option Plan*




Under
      a
      share option plan established in 2001, referred to as the 2001 Plan, we granted
      options to our employees, including directors who are employees, of which
      2,415,406 are outstanding at an exercise price per share between $0.106 and
      $0.931. These options were granted in accordance with section 102 of the Tax
      Ordinance, under the capital gains option set out in section 102(b)(2) of the
      ordinance. The options are non-transferable.




The
      option term is for a period of 10 years from grant date. All options vest on
      an
      annual basis over a period of three years. As of April 30, 2006, 2,225,605
      options were vested.




*Non-Plan
      Share Options*




In
      addition to the options granted under our share option plans, there are
      21,886,960 outstanding options, as of April 30, 2006, which were granted by
      our
      board of directors to employees, directors and consultants not under an option
      plan. The options were granted at an exercise price per share between $0.200
      and
      $2.110. The options expire between 2007 and 2016. This figure includes options
      granted to consultants as in conjunction with a licensing agreement with
      Stanford University to purchase a total of up to 320,000 of our ordinary shares
      at an exercise price per share of $0.200. As of April 30, 2006, 7,096,960
      options were vested.




In
      August
      2005, our shareholders granted Michael S. Weiss, the Chairman of the Board,
      and
      Ben Zion Weiner, a non-executive director, options to purchase a total of
      9,250,000 and 2,000,000 ordinary shares, respectively, at an exercise price
      equal to $0.354 per share. These options are exercisable for a period of five
      years from the date of issuance, and granted under the same terms and conditions
      as our 2001 Plan. The options vest upon achievement of certain market
      capitalization based milestones recommended by the Audit Committee and set
      by
      our Board of Directors and approved by the shareholders at our annual
      shareholders’ meeting in August 2005.




51


In
      addition, in August 2005, our shareholders approved grants to William Kennedy
      and Jonathan Spicehandler, each a non-executive director, of 60,000 options
      each, having an exercise price equal to $0.853 per share, vesting over the
      three
      years from the date of grant, and furthermore approved three annual grants
      of
      20,000 options each, at an exercise price equivalent to the then current closing
      price of our ADRs on the Nasdaq Stock Market (subject to the ordinary share-ADR
      ratio).




In
      March
      2006, our board of directors granted our Chief Executive Officer options to
      purchase a total of 7,000,000 ordinary shares at an exercise price equal to
      $0.774 per share (closing price of the last trading day prior to official
      appointment). These options are exercisable for a period of ten years from
      the
      date of issuance, and granted under the same terms and conditions as the 2001
      Plan (see “- Share Option Plans” above) and any option agreement entered into
      with Mr. Bentsur. Of these, 2,333,334 options vest as follows: 777,782 options
      on the one-year anniversary of the issuance of the options and 194,444 options
      at the end of each quarter thereafter for the following two years. The balance
      of options vest upon achievement of certain milestones (2,333,333 upon the
      achievement of $350 million market capitalization or $75 million in working
      capital, as set out in the agreement and 2,333,333 upon the achievement of
      $550
      million market capitalization or $125 million in working capital, as set out
      in
      the agreement).




In
      March
      2006, the board of directors also approved grants of a total of 9,898,719
      options to our Chairman and 750,000 options to one of our non-executive
      directors. These options are exercisable at an exercise price which is the
      volume weighted average price per share of the ADRs on the Nasdaq Stock Market
      during the thirty trading days prior to the board of directors’ approval divided
      by ten, $0.713. The options vest as follows: (i) 1/3 of such options vest over
      three years, of which amounts, 1/3 vest and become exercisable upon the first
      anniversary of the issuance of the options and the remainder vest and become
      exercisable on a quarterly basis; (ii) 1/3 of such options vest and become
      exercisable upon our achieving a total market capitalization on a fully diluted
      basis of more than US$350 million; and (iii) 1/3 of such options vest upon
      our
      achieving a total market capitalization on a fully diluted basis of more than
      US$550 million. The options can be exercised for a period of ten years. The
      grant of such options is conditional upon approval of the shareholders at a
      duly
      convened shareholder meeting expected to take place later this
      year.




**ITEM
      7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**




**Major
      Shareholders**




The
      following table sets forth certain information regarding beneficial ownership
      of
      our ordinary shares as of April 30, 2006, by each person who is known by us
      to
      own beneficially more than 5% of our outstanding ordinary shares. The voting
      rights of our major shareholders do not differ from the voting rights of other
      holders of our ordinary shares.




**Beneficial
                owner**
            
            **Number
                of**
              **ordinary
                shares**
              **beneficially**
              **owned****(1)**
            
            **Percent
                of**
              **ownership********(1****)**Bank
                Julius Baer
            
            
            15,219,644
            
            
            8.8
            %Perpetual
                Income & Growth Investment Trust plc.
            
            
            13,732,146
            
            
            7.9
            %







(1)
      Does not include ADRs representing ordinary shares obtained as a
      result of the private placement that we completed on March 22,
      2006.




Excluding
        those ordinary shares sold in our recent private placement, as of April 30,
        2006, there were a total of 483 holders of record of our ordinary shares,
        of
        which 32 were registered with addresses in the US. Such US holders were,
        as of
        such date, the holders of record of approximately 6% of the outstanding ordinary
        shares.




52


**Related
      Party Transactions**




We
      did
      not have any transactions or loans with related parties during the fiscal year
      ended December 31, 2005, or during the four months ended April 30,
      2006.






**ITEM
      8. FINANCIAL INFORMATION**




**Consolidated
      Statements and Other Financial Information**




Our
      audited consolidated financial statements are included on pages F-1 through
      F-42
      of this annual report.




**Legal
      Proceedings**




Neither
      we nor our subsidiary is a party to, and our property is not the subject of,
      any
      material pending legal proceedings.




**Dividend
      Distributions**




We
      have
      never declared or paid any cash dividends on our ordinary shares and do not
      anticipate paying any such cash dividends in the foreseeable future. Any future
      determination to pay dividends will be at the discretion of our board of
      directors.





In
      the
      event that we decide to pay a cash dividend from income that is tax exempt
      under
      our approved enterprise status, we would be liable for corporate tax on the
      amount distributed at the rate of up to 25%. See Note 8 of our Consolidated
      Financial Statements, included at “Item 18: Financial Statements” and “Item 10:
      Additional Information - Taxation.” Cash dividends may be paid by an Israeli
      company only out of retained earnings as calculated under Israeli law. We
      currently have no retained earnings and do not expect to have any retained
      earnings in the foreseeable future.





**Significant
      Changes**




*Private
      Placement*





On
      March
      22, 2006, we completed a private placement of 46,666,670 ordinary shares
      (equivalent to 4,666,667 ADRs) at $0.60 per share ($6.00 per ADR), together
      with
      warrants for the purchase of an aggregate of 23,333,335 ordinary shares
      (equivalent to 2,333,333.5 ADRs) at an exercise price of $0.875 ($8.75 per
      ADR),
      for an aggregate consideration of approximately $28 million in gross proceeds.




*Option
      Grants*




In
      March
      2006, our board of directors granted Ron Bentsur, Chief Executive Officer,
      options to purchase a total of 7,000,000 ordinary shares at an exercise price
      equal to $0.774 per share (closing price of the last trading day prior to
      official appointment). These options are exercisable for a period of ten years
      from the date of issuance, and granted under the same terms and conditions
      as
      the Share Option Plan 2001 and any option agreement entered into with Mr.
      Bentsur. Of these, 2,333,334 options vest as follows: 777,782 options on the
      one-year anniversary of the issuance of the options and 194,444 options vest
      at
      the end of each quarter thereafter for the following two years. The balance
      of
      options vest upon achievement of certain milestones (2,333,333 upon the
      achievement of $350 million market capitalization or $75 million in working
      capital, as set out in the agreement and 2,333,333 upon the achievement of
      $550
      million market capitalization or $125 million in working capital, as set out
      in
      the agreement).




In
      March
      2006, our board of directors also approved grants of a total of 9,898,719
      options to Michael S. Weiss, the Chairman of the Board of Directors. These
      options are exercisable at an exercise price which is the volume weighted
      average price per share of the ADRs on Nasdaq during the thirty trading days
      prior to the board of directors’ approval divided by ten, or $0.713. The options
      vest as follows: (i) 1/3 of such options vest over three years, of which
      amounts, 1/3 vest and become exercisable upon the first anniversary of the
      issuance of the options and the remainder vest and become exercisable on a
      quarterly basis; (ii) 1/3 of such options vest and become exercisable upon
      us
      achieving a total market capitalization on a fully diluted basis of more than
      US$350 million; and (iii) 1/3 of such options vest upon us achieving a total
      market capitalization on a fully diluted basis of more than US$550 million.
      The
      options can be exercised for a period of ten years. The grant of such options
      is
      conditional upon approval of the shareholders at a duly convened shareholder
      meeting expected to take place later this year.




For
      a
      further discussion of our share option plans, please refer to “Item 6:
      Directors, Senior Management and Employees - Share Ownership”
herein.


53


**ITEM
      9. THE OFFER AND LISTING**




**Markets
      and Share Price History**




The
      primary trading market for our ordinary shares, having a nominal value of NIS
      0.02, is the London Stock Exchange, where our shares have been listed and traded
      under the symbol “XTL” since our initial public offering in September of 2000.
      As of July 12, 2005, our ordinary shares are also listed on the Tel Aviv Stock
      Exchange under the symbol “XTL.” Since September 1, 2005, our ADRs have been
      traded on the Nasdaq Stock Market under the symbol “XTLB,” with each ADR
      representing ten ordinary shares.





The
      following table sets forth, for the periods indicated, the high and low reported
      sales prices of the ordinary shares on the London Stock Exchange. For
      comparative purposes only, we have also provided such figures translated into
      US
      Dollars at an exchange rate of 1.804 US Dollars per British Pound, as reported
      by the Bank of Israel on April 30, 2006.




**British
                Pence (p)**
            
            **US
                Dollar****Last
                Six Calendar Months**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low**April
                2006
            
            
            40.75
            
            
            36.25
            
            
            0.74
            
            
            0.65March
                2006
            
            
            44.00
            
            
            34.25
            
            
            0.79
            
            
            0.62February
                2006
            
            
            40.25
            
            
            35.25
            
            
            0.73
            
            
            0.64January
                2006
            
            
            45.00
            
            
            40.25
            
            
            0.81
            
            
            0.73December
                2005
            
            
            48.25
            
            
            42.00
            
            
            0.87
            
            
            0.76November
                2005
            
            
            53.00
            
            
            44.75
            
            
            0.96
            
            
            0.81**Financial
                Quarters During the Past Two Full Fiscal Years**First
                Quarter of 2006
            
            
            45.00
            
            
            34.25
            
            
            0.81
            
            
            0.62Fourth
                Quarter of 2005
            
            
            53.00
            
            
            42.00
            
            
            0.96
            
            
            0.76Third
                Quarter of 2005
            
            
            61.75
            
            
            38.00
            
            
            1.11
            
            
            0.69Second
                Quarter of 2005
            
            
            40.50
            
            
            36.00
            
            
            0.73
            
            
            0.65First
                Quarter of 2005
            
            
            43.50
            
            
            26.00
            
            
            0.78
            
            
            0.47Fourth
                Quarter of 2004
            
            
            25.50
            
            
            13.00
            
            
            0.46
            
            
            0.23Third
                Quarter of 2004
            
            
            19.50
            
            
            13.75
            
            
            0.35
            
            
            0.25Second
                Quarter of 2004
            
            
            32.25
            
            
            17.00
            
            
            0.58
            
            
            0.31First
                Quarter of 2004
            
            
            27.25
            
            
            16.25
            
            
            0.49
            
            
            0.29**Last
                Five Full Financial Years**2005
            
            
            61.75
            
            
            26.00
            
            
            1.11
            
            
            0.472004
            
            
            32.25
            
            
            13.00
            
            
            0.58
            
            
            0.232003
            
            
            18.75
            
            
            5.75
            
            
            0.34
            
            
            0.102002
            
            
            64.00
            
            
            11.50
            
            
            1.15
            
            
            0.212001
            
            
            153.00
            
            
            33.50
            
            
            2.76
            
            
            0.60


The
      following table sets forth, for the periods indicated, the high and low sales
      prices of the ordinary shares on the Tel Aviv Stock Exchange. For comparative
      purposes only, we have also provided such figures translated into US Dollars
      at
      an exchange rate of 4.503 New Israeli Shekel per US Dollar, as reported by
      the
      Bank of Israel on April 30, 2006.







54






**New
                Israeli Shekel**
            
            **US
                Dollar****Last
                Six Calendar Months**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low**April
                2006
            
            
            3.37
            
            
            3.02
            
            
            0.75
            
            
            0.67March
                2006
            
            
            3.61
            
            
            2.86
            
            
            0.80
            
            
            0.64February
                2006
            
            
            3.35
            
            
            2.93
            
            
            0.74
            
            
            0.65January
                2006
            
            
            3.66
            
            
            3.21
            
            
            0.81
            
            
            0.71December
                2005
            
            
            3.94
            
            
            3.44
            
            
            0.87
            
            
            0.76November
                2005
            
            
            4.31
            
            
            3.69
            
            
            0.96
            
            
            0.82




**New
                Israeli Shekel**
            
            **US
                Dollar****High**
            
            **Low**
            
            **High**
            
            **Low****Financial
                Quarters Since Listing**First
                Quarter of 2006
            
            
            3.66
            
            
            2.86
            
            
            0.81
            
            
            0.64Fourth
                Quarter of 2005
            
            
            4.38
            
            
            3.44
            
            
            0.97
            
            
            0.76







**American
      Depositary Shares**




The
      following table presents, for the periods indicated, the high and low market
      prices for our ADRs as reported on the Nasdaq Stock Market since September
      1,
      2005, the date on which our ADRs were initially quoted. Prior to the initial
      quotation of our ADRs on the Nasdaq Stock Market on September 1, 2005, our
      ADRs
      were not traded in any organized market and were not liquid.




**US
                Dollar****Last
                Six Calendar Months**
            
            **High**
            
            **Low**April
                2006
            
            
            7.50
            
            
            6.49March
                2006z
            
            
            7.95
            
            
            6.13February
                2006
            
            
            7.23
            
            
            6.39January
                2006
            
            
            8.12
            
            
            6.90December
                2005
            
            
            8.84
            
            
            7.10November
                2005
            
            
            9.08
            
            
            7.86






**US
                Dollar****Financial
                Quarters Since Listing**
            
            **High**
            
            **Low**First
                Quarter of 2006
            
            
            8.12
            
            
            6.13Fourth
                Quarter of 2005
            
            
            9.50
            
            
            7.10




As
      of
      April 30, 2006, there were 612,258 ADRs outstanding in the US.





**ITEM
      10. ADDITIONAL INFORMATION**




**Memorandum
      and Articles of Association**




***Objects
      and Purposes of the Company***




Pursuant
      to Part B, Section 3 of our Articles of Association, we may undertake any lawful
      activity.




***Powers
      and Obligations of the Directors***




Pursuant
      to the Israeli Companies Law and our Articles of Association, a director is
      not
      permitted to vote on a proposal, arrangement or contract in which he or she
      has
      a personal interest. Also, the directors may not vote compensation to themselves
      or any members of their body, as that term is defined under Israeli law, without
      the approval of our audit committee and our shareholders at a general meeting.
      The requirements for approval of certain transactions are set forth below in
      “Item 10: Additional Information - Memorandum and Articles of
      Association-Approval of Certain Transactions.” The power of our directors to
      enter into borrowing arrangements on our behalf is limited to the same extent
      as
      any other transaction by us.




55


The
      Israeli Companies Law codifies the fiduciary duties that office holders,
      including directors and executive officers, owe to a company. An office holder’s
      fiduciary duties consist of a duty of care and a duty of loyalty. The duty
      of
      care generally requires an office holder to act with the same level of care
      as a
      reasonable office holder in the same position would employ under the same
      circumstances. The duty of loyalty includes avoiding any conflict of interest
      between the office holder’s position in the company and such person’s personal
      affairs, avoiding any competition with the company, avoiding exploiting any
      corporate opportunity of the company in order to receive personal advantage
      for
      such person or others, and revealing to the company any information or documents
      relating to the company’s affairs which the office holder has received due to
      his or her position as an office holder.




***Indemnification
      of Directors and Officers; Limitations on Liability***





Israeli
      law permits a company to insure an office holder in respect of liabilities
      incurred by him or her as a result of an act or omission in the capacity of
      an
      office holder for:





·
            a
                breach of the office holder’s duty of care to the company or to another
                person;




·
            a
                breach of the office holder’s fiduciary duty to the company, provided that
                he or she acted in good faith and had reasonable cause to believe
                that the
                act would not prejudice the company;
                and




·
            a
                financial liability imposed upon the office holder in favor of another
                person.




Moreover,
      a company can indemnify an office holder for any of the following obligations
      or
      expenses incurred in connection with the acts or omissions of such person in
      his
      or her capacity as an office holder:





·
            monetary
                liability imposed upon him or her in favor of a third party by a
                judgment,
                including a settlement or an arbitral award confirmed by the court;
                and




·
            reasonable
                litigation expenses, including attorneys’ fees, actually incurred by the
                office holder or imposed upon him or her by a court, in a proceeding
                brought against him or her by or on behalf of the company or by a
                third
                party, or in a criminal action in which he or she was acquitted,
                or in a
                criminal action which does not require criminal intent in which he
                or she
                was convicted; furthermore, a company can, with a limited exception,
                exculpate an office holder in advance, in whole or in part, from
                liability
                for damages sustained by a breach of duty of care to the
                company.




Our
      Articles of Association allow for insurance, exculpation and indemnification
      of
      office holders to the fullest extent permitted by law. We have entered into
      indemnification, insurance and exculpation agreements with our directors and
      executive officers, following shareholder approval of these agreements. We
      have
      directors’ and officers’ liability insurance covering our officers and directors
      for a claim imposed upon them as a result of an action carried out while serving
      as an officer or director, for (a) the breach of duty of care towards us or
      towards another person, (b) the breach of fiduciary duty towards us, provided
      that the officer or director acted in good faith and had reasonable grounds
      to
      assume that the action would not harm our interests, and (c) a monetary
      liability imposed upon him in favor of a third party.




***Approval
      of Certain Transactions***




The
      Israeli Companies Law codifies the fiduciary duties that office holders,
      including directors and executive officers, owe to a company. An office holder,
      as defined in the Israeli Companies Law, is a director, general manager, chief
      business manager, deputy general manager, vice general manager, executive vice
      president, vice president, other manager directly subordinate to the managing
      director or any other person assuming the responsibilities of any of the
      foregoing positions without regard to such person's title. An office holder's
      fiduciary duties consist of a duty of care and a duty of loyalty. The duty
      of
      loyalty includes avoiding any conflict of interest between the office holder's
      position in the company and his personal affairs, avoiding any competition
      with
      the company, avoiding exploiting any business opportunity of the company in
      order to receive personal advantage for himself or others, and revealing to
      the
      company any information or documents relating to the company's affairs which
      the
      office holder has received due to his position as an office holder. Each person
      listed in the table under “Directors and Senior Management,” which is displayed
      under “Item 6: Directors, Senior Management and Employees - Directors and Senior
      Management,” holds such office in our Company. Under the Israeli Companies Law,
      all arrangements as to compensation of office holders who are not directors
      require approval of the board of directors, or a committee thereof. Arrangements
      regarding the compensation of directors also require audit committee and
      shareholders approval, with the exception of compensation to external directors
      in the amounts specified in the regulations discussed in “Item 6: Directors,
      Senior Management and Employees - Directors and Senior Management -
      Compensation.”




56


The
      Israeli Companies Law requires that an office holder promptly discloses any
      personal interest that he or she may have, and all related material information
      known to him or her, in connection with any existing or proposed transaction
      by
      the company. The disclosure must be made to our board of directors or
      shareholders without delay and prior to the meeting at which the transaction
      is
      to be discussed. In addition, if the transaction is an extraordinary
      transaction, as defined under the Israeli Companies Law, the office holder
      must
      also disclose any personal interest held by the office holder's spouse,
      siblings, parents, grandparents, descendants, spouse's descendants and the
      spouses of any of the foregoing, or by any corporation in which the office
      holder is a 5% or greater shareholder, or holder of 5% or more of the voting
      power, director or general manager or in which he or she has the right to
      appoint at least one director or the general manager. An extraordinary
      transaction is defined as a transaction not in the ordinary course of business,
      not on market terms, or that is likely to have a material impact on the
      company's profitability, assets or liabilities.




In
      the
      case of a transaction which is not an extraordinary transaction (other than
      transactions relating to a director’s conditions of service), after the office
      holder complies with the above disclosure requirement, only board approval
      is
      required unless the Articles of Association of the company provides otherwise.
      The transaction must not be adverse to the company's interest. If the
      transaction is an extraordinary transaction, then, in addition to any approval
      required by the Articles of Association, the transaction must also be approved
      by the audit committee and by the board of directors, and under specified
      circumstances, by a meeting of the shareholders. An office holder who has a
      personal interest in a matter that is considered at a meeting of the board
      of
      directors or the audit committee may not be present at this meeting or vote
      on
      this matter.




The
      Israeli Companies Law applies the same disclosure requirements to a controlling
      shareholder of a public company, which is defined as a shareholder who has
      the
      ability to direct the activities of a company, other than in circumstances
      where
      this power derives solely from the shareholder’s position on the Board or any
      other position with the company, and includes a shareholder that holds 25%
      or
      more of the voting rights if no other shareholder owns more than 50% of the
      voting rights in the company. Extraordinary transactions with a controlling
      shareholder or in which a controlling shareholder has a personal interest,
      and
      the terms of compensation of a controlling shareholder who is an office holder,
      require the approval of the audit committee, the board of directors and the
      shareholders of the company. The shareholders’ approval must either include at
      least one-third of the disinterested shareholders who are present, in person
      or
      by proxy, at the meeting, or, alternatively, the total shareholdings of the
      disinterested shareholders who vote against the transaction must not represent
      more than one percent of the voting rights in the company.




In
      addition, a private placement of securities that will increase the relative
      holdings of a shareholder that holds 5% or more of the company’s outstanding
      share capital, assuming the exercise by such person of all of the convertible
      securities into shares held by that person, or that will cause any person to
      become a holder of more than 5% of the company’s outstanding share capital,
      requires approval by the board of directors and the shareholders of the company.
      However, subject to certain exceptions under regulations adopted under the
      Israeli Companies Law, shareholder approval will not be required if the
      aggregate number of shares issued pursuant to such private placement, assuming
      the exercise of all of the convertible securities into shares being sold in
      such
      a private placement, comprises less than 20% of the voting rights in a company
      prior to the consummation of the private placement.




Under
      the
      Israeli Companies Law, a shareholder has a duty to act in good faith towards
      the
      company and other shareholders and refrain from abusing his power in the
      company, including, among other things, voting in the general meeting of
      shareholders on the following matters:




·
            any
                amendment to the Articles of
                Association;




·
            an
                increase of the company's authorized share
                capital;




·
            a
                merger; and




·
            approval
                of interested party transactions that require shareholders
                approval.




In
      addition, any controlling shareholder, any shareholder who knows it can
      determine the outcome of a shareholders vote and any shareholder who, under
      a
      company’s Articles of Association, can appoint or prevent the appointment of an
      office holder, is under a duty to act with fairness towards the company. The
      Israeli Companies Law does not describe the substance of this duty. The Israeli
      Companies Law requires that specified types of transactions, actions and
      arrangements be approved as provided for in a company’s articles of association
      and in some circumstances by the audit committee, by the board of directors
      and
      by the shareholders. In general, the vote required by the audit committee and
      the board of directors for approval of these matters, in each case, is a
      majority of the disinterested directors participating in a duly convened
      meeting.




57


***Rights
      Attached to Ordinary Shares***




Our
      authorized share capital consists of 300,000,000 ordinary shares, par value
      NIS
      0.02 per share.




Holders
      of ordinary shares have one vote per share, and are entitled to participate
      equally in the payment of dividends and share distributions and, in the event
      of
      our liquidation, in the distribution of assets after satisfaction of liabilities
      to creditors. No preferred shares are currently authorized. All outstanding
      ordinary shares are validly issued and fully paid.




***Transfer
      of Shares***




Fully
      paid ordinary shares are issued in registered form and may be freely transferred
      under our Articles of Association unless the transfer is restricted or
      prohibited by another instrument or applicable securities laws.




***Dividend
      and Liquidation Rights***




We
      may
      declare a dividend to be paid to the holders of ordinary shares according to
      their rights and interests in our profits. In the event of our liquidation,
      after satisfaction of liabilities to creditors, our assets will be distributed
      to the holders of ordinary shares in proportion to the nominal value of their
      holdings.




This
      right may be affected by the grant of preferential dividend or distribution
      rights, to the holders of a class of shares with preferential rights that may
      be
      authorized in the future. Under the Israeli Companies Law, the declaration
      of a
      dividend does not require the approval of the shareholders of the company,
      unless the company's articles of association require otherwise. Our Articles
      provide that the board of directors may declare and distribute dividends without
      the approval of the shareholders.




***Annual
      and Extraordinary General Meetings***




We
      must
      hold our annual general meeting of shareholders each year no later than 15
      months from the last annual meeting, at a time and place determined by the
      board
      of directors, upon at least 21 days’ prior notice to our shareholders to which
      we need to add additional three days for notices sent outside of Israel. A
      special meeting may be convened by request of two directors, 25% of the
      directors then in office, one or more shareholders holding at least 5% of our
      issued share capital and at least 1% of our issued voting rights, or one or
      more
      shareholders holding at least 5% of our issued voting rights. Notice of a
      general meeting must set forth the date, time and place of the meeting. Such
      notice must be given at least 21 days but not more than 45 days prior to the
      general meeting. The quorum required for a meeting of shareholders consists
      of
      at least two shareholders present in person or by proxy who hold or represent
      between them at least one-third of the voting rights in the company. A meeting
      adjourned for lack of a quorum generally is adjourned to the same day in the
      following week at the same time and place (with no need for any notice to the
      shareholders) or until such other later time if such time is specified in the
      original notice convening the general meeting, or if we serve notice to the
      shareholders no less than seven days before the date fixed for the adjourned
      meeting. If at an adjourned meeting there is no quorum present half an hour
      after the time set for the meeting, any number participating in the meeting
      shall represent a quorum and shall be entitled to discuss the matters set down
      on the agenda for the original meeting. All shareholders who are registered
      in
      our registrar on the record date, or who will provide us with proof of ownership
      on that date as applicable to the relevant registered shareholder, are entitled
      to participate in a general meeting and may vote as described in “Voting Rights”
and “Voting by Proxy and in Other Manners” below.




***Voting
      Rights***




Our
      ordinary shares do not have cumulative voting rights in the election of
      directors. As a result, the holders of ordinary shares that represent more
      than
      50% of the voting power represented at a shareholders meeting in which a quorum
      is present have the power to elect all of our directors, except the external
      directors whose election requires a special majority as described under the
      section entitled “Item 6: Directors, Senior Management and Employees - Board
      Practices - External and Independent Directors.”




58


Holders
      of ordinary shares have one vote for each ordinary share held on all matters
      submitted to a vote of shareholders. Shareholders may vote in person or by
      proxy. These voting rights may be affected by the grant of any special voting
      rights to the holders of a class of shares with preferential rights that may
      be
      authorized in the future.




Under
      the
      Israeli Companies Law, unless otherwise provided in the Articles of Association
      or by applicable law, all resolutions of the shareholders require a simple
      majority. Our Articles of Association provide that all decisions may be made
      by
      a simple majority. See “-Approval of Certain Transactions” above for certain
      duties of shareholders towards the company.




***Voting
      by Proxy and in Other Manners***




Our
      Articles of Association enable a shareholder to appoint a proxy, who need not
      be
      a shareholder, to vote at any shareholders meeting. We require that the
      appointment of a proxy be in writing signed by the person making the appointment
      or by an attorney authorized for this purpose, and if the person making the
      appointment is a corporation, by a person or persons authorized to bind the
      corporation. In the document appointing a proxy, each shareholder may specify
      how the proxy should vote on any matter presented at a shareholders meeting.
      The
      document appointing the proxy shall be deposited in our offices or at such
      other
      address as shall be specified in the notice of the meeting not less than 48
      hours before the time of the meeting at which the person specified in the
      appointment is due to vote.




The
      Israeli Companies Law and our Articles of Association do not permit resolutions
      of the shareholders to be adopted by way of written consent, for as long as
      our
      ordinary shares are publicly traded.




***Limitations
      on the Rights to Own Securities***




The
      ownership or voting of ordinary shares by non-residents of Israel is not
      restricted in any way by our Articles of Association or the laws of the State
      of
      Israel, except that nationals of countries which are, or have been, in a state
      of war with Israel may not be recognized as owners of ordinary
      shares.




***Anti-Takeover
      Provisions under Israeli Law***




The
      Israeli Companies Law permits merger transactions with the approval of each
      party’s board of directors and shareholders. In accordance with the Israeli
      Companies Law, a merger may be approved at a shareholders meeting by a majority
      of the voting power represented at the meeting, in person or by proxy, and
      voting on that resolution. In determining whether the required majority has
      approved the merger, shares held by the other party to the merger, any person
      holding at least 25% of the outstanding voting shares or means of appointing
      the
      board of directors of the other party to the merger, or the relatives or
      companies controlled by these persons, are excluded from the vote.




Under
      the
      Israeli Companies Law, a merging company must inform its creditors of the
      proposed merger. Any creditor of a party to the merger may seek a court order
      blocking the merger, if there is a reasonable concern that the surviving company
      will not be able to satisfy all of the obligations of the parties to the merger.
      Moreover, a merger may not be completed until at least 30 days have passed
      from
      the time the merger was approved in a general meeting of each of the merging
      companies, and at least 50 days have passed from the time that a merger proposal
      was filed with the Israeli Registrar of Companies.




The
      Israeli Companies Law provides that an acquisition of shares in a public company
      must be made by means of a tender offer if, as a result of such acquisition,
      the
      purchaser would become shareholder with over 25% of the voting rights in the
      company. This rule does not apply if there is already another shareholder of
      the
      company with 25% or more of the voting rights. Similarly, the Israeli Companies
      Law provides that an acquisition of shares in a public company must be made
      by
      means of a tender offer if, as a result of the acquisition, the purchaser’s
      shareholdings would entitle the purchaser to over 45% of the voting rights
      in
      the company, unless there is a shareholder with 50% or more of the voting rights
      in the company. These rules do not apply if the acquisition is made by way
      of a
      merger. Regulations promulgated under the Israeli Companies Law provide that
      these tender offer requirements do not apply to companies whose shares are
      listed for trading external of Israel if, according to the law in the country
      in
      which the shares are traded, including the rules and regulations of the stock
      exchange or which the shares are traded, either:




·
            there
                is a limitation on acquisition of any level of control of the company;
                or




·
            the
                acquisition of any level of control requires the purchaser to do
                so by
                means of a tender offer to the
                public.




59


The
      Israeli Companies Law provides specific rules and procedures for the acquisition
      of shares held by minority shareholders, if the majority shareholder holds
      more
      than 90% of the outstanding shares. Israeli tax law treats specified
      acquisitions, including a stock-for-stock swap between an Israeli company and
      a
      foreign company, less favorably than does US tax law. These laws may have the
      effect of delaying or deterring a change in control of us, thereby limiting
      the
      opportunity for shareholders to receive a premium for their shares and possibly
      affecting the price that some investors are willing to pay for our
      securities.


***Rights
      of Shareholders***




Under
      the
      Israeli Companies Law, our shareholders have the right to inspect certain
      documents and registers including the minutes of general meetings, the register
      of shareholders and the register of substantial shareholders, any document
      held
      by us that relates to an act or transaction requiring the consent of the general
      meeting as stated above under “-Approval of Certain Transactions,” our Articles
      of Association and our financial statements, and any other document which we
      are
      required to file under the Israeli Companies Law or under any law with the
      Registrar of Companies or the Israeli Securities Authority, and is available
      for
      public inspection at the Registrar of Companies or the Securities Authority,
      as
      the case may be.




If
      the
      document required for inspection by one of our shareholders relates to an act
      or
      transaction requiring the consent of the general meeting as stated above, we
      may
      refuse the request of the shareholder if in our opinion the request was not
      made
      in good faith, the documents requested contain a commercial secret or a patent,
      or disclosure of the documents could prejudice our good in some other
      way.




The
      Israeli Companies Law provides that with the approval of the court any of our
      shareholders or directors may file a derivative action on our behalf if the
      court finds the action is a priori, to our benefit, and the person demanding
      the
      action is acting in good faith. The demand to take action can be filed with
      the
      court only after it is serviced to us, and we decline or omit to act in
      accordance to this demand.




***Enforceability
      of Civil Liabilities***




We
      are
      incorporated in Israel and some of our directors and officers and the Israeli
      experts named in this report reside outside the US Service of process upon
      them
      may be difficult to effect within the US Furthermore, because substantially
      all
      of our assets, and those of our non-US directors and officers and the Israeli
      experts named herein, are located outside the US, any judgment obtained in
      the
      US against us or any of these persons may not be collectible within the US.




We
      have
      been informed by our legal counsel in Israel, Kantor & Co., that there is
      doubt as to the enforceability of civil liabilities under the Securities Act
      or
      the Exchange Act, pursuant to original actions instituted in Israel. However,
      subject to particular time limitations, executory judgments of a US court for
      monetary damages in civil matters may be enforced by an Israeli court, provided
      that:




·
            the
                judgment was obtained after due process before a court of competent
                jurisdiction, that recognizes and enforces similar judgments of Israeli
                courts, and the court had authority according to the rules of private
                international law currently prevailing in
                Israel;




·
            adequate
                service of process was effected and the defendant had a reasonable
                opportunity to be heard;




·
            the
                judgment is not contrary to the law, public policy, security or
                sovereignty of the State of Israel and its enforcement is not contrary
                to
                the laws governing enforcement of
                judgments;




·
            the
                judgment was not obtained by fraud and does not conflict with any
                other
                valid judgment in the same matter between the same
                parties;




·
            the
                judgment is no longer appealable;
                and




·
            an
                action between the same parties in the same matter is not pending
                in any
                Israeli court at the time the lawsuit is instituted in the foreign
                court.




We
      have
      irrevocably appointed XTL Biopharmaceuticals, Inc., our US subsidiary, as our
      agent to receive service of process in any action against us in any US federal
      court or the courts of the State of New York.




60


Foreign
      judgments enforced by Israeli courts generally will be payable in Israeli
      currency. The usual practice in an action before an Israeli court to recover
      an
      amount in a non-Israeli currency is for the Israeli court to render judgment
      for
      the equivalent amount in Israeli currency at the rate of exchange in force
      on
      the date of the judgment. Under existing Israeli law, a foreign judgment payable
      in foreign currency may be paid in Israeli currency at the rate of exchange
      for
      the foreign currency published on the day before date of payment. Current
      Israeli exchange control regulations also permit a judgment debtor to make
      payment in foreign currency. Pending collection, the amount of the judgment
      of
      an Israeli court stated in Israeli currency ordinarily may be linked to Israel’s
      consumer price index plus interest at the annual statutory rate set by Israeli
      regulations prevailing at that time. Judgment creditors must bear the risk
      of
      unfavorable exchange rates.




**Material
      Contracts**




***Yeda
      License Agreement***




In
      April
      of 1993, we entered into a research and license agreement with Yeda, which
      we
      refer to as the Yeda Agreement, under which Yeda granted us an exclusive
      worldwide license to use the Trimera patent portfolio and to exclusively use
      the
      information derived from the performance of certain research for the purposes
      specified in the agreement. Subject to earlier termination in accordance with
      the Yeda Agreement, the term of the license with respect to any licensed product
      made and/or sold or to any other licenced activity conducted in any country
      where a licensed patent covers such product or other licensed activity is until
      the date on which the last licensed patent in that country expires or until
      12
      years from the first commercial sale of the product (or first receipts to us
      from such other licensed activity) in such country, whichever is the longer
      period and in any other country until 12 years from the first commercial sale
      of
      such product (or first receipts to us from such other licensed activity) in
      that
      country. Similar provisions fix the term of the license with respect to licensed
      activities not attributable to any particular country. Under the agreement,
      any
      assignment or sublicense of the license granted by Yeda requires Yeda's prior
      written consent.




The
      Yeda
      Agreement has undergone a number of amendments, one of the end results of which
      is that we shall pay to Yeda the following royalties: a royalty of 3% of all
      net
      sales received by us; 25% of amounts received by us on net sales of third
      parties (less certain royalties payable by us to third parties), but no more
      than 3% and no less than 1.5% of such net sales; and a royalty ranging between
      20% to 40% on any receipts to us other than our net sales or receipts on net
      sales made by third parties. Furthermore, such amendments have also changed
      the
      termination provisions relating to Yeda’s entitlement to terminate the agreement
      if we do not pay Yeda a certain minimum amount of annual royalties of $100,000
      or $200,000, depending on the year. We may terminate the agreement with Yeda
      with six months advance notice in which event our rights in any technology
      licensed by Yeda to us shall terminate and all rights in any technology derived
      from research and development activities performed by us in connection with
      the
      technology licensed by Yeda to us shall vest in Yeda.




In
      the
      agreement between Yeda, us and Cubist, whereby Yeda gave its consent relating
      to
      the grant of the license by us to Cubist under the terms of the HepeX-B
      collaboration, Yeda received the right to receive at least 1.5% of net sales
      of
      HepeX-B by Cubist sub-licensees, regardless of the amount received by us from
      Cubist in respect of such sales.




***Cubist
      Collaboration***




We
      have
      entered into a licensing agreement with Cubist dated June 2, 2004, as amended,
      under which we granted to Cubist an exclusive, worldwide license (with the
      right
      to sub-license) to commercialize HepeX-B and any other product containing a
      hMAb
      or humanized monoclonal antibody or fragment directed at the hepatitis B virus
      owned or controlled by us. Under this agreement, we were responsible for certain
      clinical and product development activities of HepeX-B through August 2005,
      at
      the expense of Cubist. We have transferred full responsibility for completing
      the development of HepeX-B to Cubist. Cubist will be responsible for completing
      the development and for registration and commercialization of the product
      worldwide. Nevertheless, during the term of this agreement, we have an ongoing
      obligation to transfer to Cubist all information Cubist may reasonably require
      and to provide Cubist with reasonable access to pertinent employees of ours
      that
      have experience with or information related to HepeX-B. We are also required
      to
      file, prosecute and maintain the relevant patents at our sole
      expense.




In
      the
      event that the actual costs incurred in conducting activities that Cubist
      determines are necessary or advisable to obtain regulatory approval for HepeX-B
      for the prevention of recurrent hepatitis B infections in liver transplant
      patients exceed $33.9 million, any costs in excess shall be borne in equal
      share
      by us and Cubist.




Under
      the
      terms of the agreement, Cubist paid us an initial up-front payment of $1 million
      upon the signing of the agreement, a further aggregate amount of $1 million
      was
      paid in 2004, and an additional amount of up to $3 million will be paid upon
      achievement of certain regulatory milestones. We are entitled to receive
      royalties from net sales by Cubist, generally ranging from 10% to 17%, depending
      on levels of net sales achieved by Cubist, subject to certain deductions based
      on patent protection of HepeX-B in that territory, total costs of HepeX-B
      development, third party license payments and indemnification
      obligations.




61


Cubist
      has the right to sub-license HepeX-B. The sub-licensee fees we will receive
      in
      such cases will vary according to the territory, the subject of the sub-license,
      the patent protection of HepeX-B in that territory, total costs of HepeX-B
      development, third party license payments, indemnification obligations and
      local
      competition. For example, where HepeX-B is not patent protected and a competing
      product obtains more than an agreed percentage of the local market, we would
      receive no royalties on sales of HepeX-B.




Cubist
      has granted us the non-exclusive right of negotiation during the term of the
      agreement to obtain all or any portion of the rights to manufacture and supply
      HepeX-B or any other product containing an hMAb or humanized monoclonal antibody
      or fragment directed at the hepatitis B virus owned or controlled by us.
      Furthermore, in certain circumstances, we have the exclusive right to negotiate
      with Cubist to obtain from Cubist a sub-license to market and sell the HepeX-B
      or such other product in certain territories.




We
      agreed
      that during the term of the agreement and for one year thereafter, we will
      not
      research, develop or commercialize any competitive product containing a human
      or
      humanized monoclonal antibody or fragment that is directed to and binds with
      the
      hepatitis B virus.




The
      agreement expires on the later of the last valid patent claim covering HepeX-B
      to expire or 10 years after the first commercial sale of HepeX-B on a
      country-by-country basis.




***VivoQuest
      Inc.***





In
      August
      2005, we entered into an asset purchase agreement with VivoQuest, a privately
      held biotechnology company based in the US, pursuant to which we agreed to
      purchase from VivoQuest certain assets, including VivoQuest’s laboratory
      equipment, and to assume VivoQuest’s lease of its laboratory space. In
      consideration, we paid $450,000 to VivoQuest, which payment was satisfied by
      the
      issuance of ordinary shares having a fair market value in the same amount as
      of
      the closing date. In addition, we entered into a license agreement with
      VivoQuest pursuant to which we acquired exclusive worldwide rights to
      VivoQuest’s intellectual property and technology. The license covers a
      proprietary compound library, including VivoQuest’s lead HCV compounds, that was
      developed through the use of Diversity Oriented Synthesis, or DOS, technology.
      The terms of the license agreement include an initial upfront license fee of
      approximately $941,000 that was paid in our ordinary shares. The license
      agreement also provides for additional milestone payments triggered by certain
      regulatory and sales targets. These milestone payments total $34.6 million,
      $25.0 million of which will be due upon or following regulatory approval or
      actual product sales, and are payable in cash or ordinary shares at our
      election. In addition, the license agreement requires that we make royalty
      payments on product sales. The asset purchase agreement and the license
      agreement with VivoQuest were completed in September 2005.




**Exchange
      Controls**




Under
      Israeli Law, Israeli non-residents who purchase ordinary shares with certain
      non-Israeli currencies (including dollars) may freely repatriate in such
      non-Israeli currencies all amounts received in Israeli currency in respect
      of
      the ordinary shares, whether as a dividend, as a liquidating distribution,
      or as
      proceeds from any sale in Israel of the ordinary shares, provided in each case
      that any applicable Israeli income tax is paid or withheld on such amounts.
      The
      conversion into the non-Israeli currency must be made at the rate of exchange
      prevailing at the time of conversion.




**Taxation**




The
      following discussion of Israeli and US tax consequences material to our
      shareholders is not intended and should not be construed as legal or
      professional tax advice and does not exhaust all possible tax considerations.
      To
      the extent that the discussion is based on new tax legislation, which has not
      been subject to judicial or administrative interpretation, the views expressed
      in the discussion might not be accepted by the tax authorities in question.
      This
      summary does not purport to be a complete analysis of all potential tax
      consequences of owning ordinary shares or ADRs. In particular, this discussion
      does not take into account the specific circumstances of any particular
      shareholder (such as tax-exempt entities, certain financial companies,
      broker-dealers, shareholders subject to Alternative Minimum Tax, shareholders
      that actually or constructively own 10% or more of our voting securities,
      shareholders that hold ordinary shares or ADRs as part of straddle or hedging
      or
      conversion transaction, traders in securities that elect mark to market, banks
      and other financial institutions or shareholders whose functional currency
      is
      not the US dollar), some of which may be subject to special rules.




62


*We
      urge shareholders to consult their own tax advisors as to the US, Israeli,
      or
      other tax consequences of the purchase, ownership and disposition of ordinary
      shares and ADRs, including, in particular, the effect of any foreign, state
      or
      local taxes.*




***Israeli
      Tax Considerations***




The
      following discussion refers to the current tax law applicable to companies
      in
      Israel, with special reference to its effect on us. This discussion also
      includes specified Israeli tax consequences to holders of our ordinary shares
      and Israeli Government programs benefiting us.




**Tax
      Reforms**




On
      January 1, 2003 a comprehensive tax reform took effect in Israel (the Law for
      Amendment of the Income Tax Ordinance (Amendment No. 132), 5762-2002, as
      amended) (which we refer to as “the 2003 Reform”). Pursuant to the 2003 Reform,
      resident companies are subject to Israeli tax on income on a worldwide basis.
      In
      addition, the concept of controlled foreign corporation was introduced according
      to which an Israeli company may become subject to Israeli taxes on certain
      income of a non-Israeli subsidiary if the subsidiary’s primary source of income
      is passive income (such as interest, dividends, royalties, rental income or
      certain capital gains). An Israeli company that is subject to Israeli taxes
      on
      the income of its non-Israeli subsidiaries will receive a credit for income
      tax
      paid by the subsidiary in its country of resident subject to certain
      limitations. The 2003 Reform also substantially changed the system of taxation
      of capital gains.




On
      July
      25, 2005 an additional tax reform took effect in Israel (the Law for Amendment
      of the Income Tax Ordinance (Amendment No. 147) (which we refer to as “the 2005
      Reform”). In general terms, pursuant to the 2005 Reform, and generally effective
      from January 1, 2006, the Israeli corporate tax rates were and will be further
      reduced, the capital gains tax rate that applies to Israeli individuals on
      the
      disposition of traded securities was increased and the tax rates that apply
      to
      dividends distributed by an Israeli company was partly reduced.




**Corporate
      Tax Rate**




The
      regular tax rate in Israel in 2006 is 31%. This rate is currently scheduled
      to
      decrease as follows: in 2007 - 29%, 2008 - 27%, 2009 - 26%, 2010 and after
      -
      25%”. However, the effective tax rate of a company which derives income from an
      approved enterprise may be considerably less, as further discussed
      below.




**Tax
      Benefits Under the Law for the Encouragement of Capital Investments,
      1959**




The
      Law
      for the Encouragement of Capital Investment, 1959, as amended, commonly referred
      to as the Investment Law, provides that a proposed capital investment in
      eligible facilities may, upon application to the Investment Center of the
      Ministry of Industry and Trade of the State of Israel, be designated as an
      Approved Enterprise. Each certificate of approval for an Approved Enterprise
      relates to a specific investment program delineated both by its financial scope,
      including its capital sources, and by its physical characteristics, for example,
      the equipment to be purchased and utilized under the program. The tax benefits
      derived from any certificate of approval relate only to taxable income
      attributable to the specific Approved Enterprise. If a company has more than
      one
      approval or only a portion of its capital investments is approved, its effective
      tax rate is the result of a weighted average of the applicable
      rates.




Taxable
      income of a company derived from an Approved Enterprise is subject to company
      tax at the maximum rate of 25% rather than the usual rate in 2006 of 31% (as
      mentioned above, gradually scheduled to be reduced to 25% in 2010), for the
      benefit period. This period is ordinarily seven years, or ten years if the
      company qualifies as a foreign investors’ company as described below, commencing
      with the year in which the Approved Enterprise first generates taxable income.
      However, this period is limited to 12 years from commencement of production
      of
      the Approved Enterprise or 14 years from the date of approval, whichever is
      earlier.




A
      company
      that has been granted the status of an Approved Enterprise may elect to forego
      entitlement to grants otherwise available for an Approved Enterprise, in return
      for an alternative package of benefits. Under the alternative package of
      benefits, a company’s undistributed income derived from an Approved Enterprise
      will be exempt from company tax for a period of between two and ten years from
      the first year of taxable income, depending on the geographic location of the
      Approved Enterprise within Israel, and the company will be eligible for a
      reduced tax rate for the remainder of the benefits period.




63


A
      company
      that has elected the alternative package of benefits and that subsequently
      pays
      a dividend out of income derived from the approved enterprise during the tax
      exemption period will be subject to tax on the amount distributed, including
      any
      company tax on these amounts, at the rate which would have been applicable
      had
      it not elected the alternative package of benefits, generally 10%-25%, depending
      on the percentage of the company’s shares held by foreign shareholders. The
      dividend recipient is taxed at the reduced rate applicable to dividends from
      approved enterprises, which is 15%, if the dividend is distributed during the
      tax exemption period or within 12 years after this period, or in the case of
      a
      foreign investors’ company, without time limitation. The company must withhold
      this tax at source, regardless of whether the dividend is converted into or
      paid
      in foreign currency.




A
      company
      that has an Approved Enterprise program is eligible for enhanced tax benefits
      if
      it qualifies as a foreign investors’ company. A foreign investors' company is a
      company more than 25% of whose share capital and combined share and loan capital
      is owned by non-Israeli residents. A company which qualifies as a foreign
      investors' company and has an Approved Enterprise program is eligible for tax
      benefits for a ten-year benefit period. The company tax rate applicable to
      income earned from approved enterprise programs in the benefit period by a
      company meeting these qualifications is as follows:




**For
                a company with foreign investment of**
            
            **Company
                tax rate**More
                than 25% and less than 49%
            
            
            25%49%
                or more and less than 74%
            
            
            20%74%
                or more and less than 90%
            
            
            15%90%
                or more
            
            
            10%




The
      determination of foreign ownership is made on the basis of the lowest level
      of
      foreign ownership during the tax year.




Subject
      to applicable provisions concerning income under the alternative package of
      benefits, all dividends are considered to be attributable to the entire
      enterprise and their effective tax rate is the result of a weighted average
      of
      the various applicable tax rates. Under the Investment Law, a company that
      has
      elected the alternative package of benefits is not obliged to attribute part
      of
      the dividend to exempt profits, and may generally decide from which year's
      profits to declare dividends. We currently intend to reinvest any income derived
      from our Approved Enterprise programs and not to distribute the income as a
      dividend.




The
      Investment Center bases its decision whether or not to approve an application
      on
      the criteria set forth in the Investment Law and regulations and the then
      prevailing policy of the Investment Center. In addition, the benefits available
      to an Approved Enterprise are conditioned upon the fulfillment of conditions
      stipulated in the Investment Law and its regulations and in the criteria in
      the
      specific certificate of approval, as described above. If a company does not
      meet
      these conditions, it would be required to refund the amount of tax benefits,
      together with consumer price index linkage adjustment and interest.




Additionally
      after receiving the certificate of approval from the Investment Center, a
      company must meet certain reporting requirements. The company must file periodic
      audited reports on the progress in implementing the program. Additionally,
      where
      a company has completed the implementation of investing in fixed assets, a
      final
      implementation report must be filed with, and reviewed by, the Investment
      Center. Should the Investment Center determine that the investments in assets
      were made in accordance with the certificate of approval and that the required
      minimum capital has been invested, it will issue a final approval of
      implementation, which will also indicate the year that will be the first year
      of
      potential benefits under the Approved Enterprise.




On
      March
      29, 2005, the Israeli Parliament enacted an amendment to the Investment Law,
      which is intended to provide expanded tax benefits to local and foreign
      investors and to simplify the bureaucratic process relating to approval of
      investments qualifying under the Investment Law.




The
      amendment to the Investment Law does not retroactively apply for investment
      programs having an Approved Enterprise approval certificate from the Investment
      Center issued up to December 31, 2004 (even when investments under these
      programs are conducted after January 1, 2005). Consequently, the amendment
      to
      the Investment Law should not impact an existing Approved Enterprise, that
      received an approval certificate prior to December 2004. The new tax regime
      will
      only apply to a for a new Approved Enterprise and to an Approved Enterprise
      expansion for which the first year of benefits was 2004 or later.




Under
      the
      amended Investment Law, if an investment project meets all of the eligibility
      criteria under the alternative benefits route as set forth in the amended
      Investment Law and in regulations to be issued thereunder, such project will
      automatically qualify for the Approved Enterprise taxation benefits under the
      alternative package of benefits with no need for prior approval from the Israeli
      Tax Authorities. In addition, the amended Investment Law provides that the
      criteria for conferral of tax benefits in the alternative package of benefits
      of
      the Investment Law be handled by the Israeli Tax Authorities rather than the
      Investment Center. In this respect a mechanism will be available which will
      enable a company to apply for a pre-ruling from the Israeli Tax Authorities
      to
      obtain certainty as to the investment taxation status of its investment under
      the amended Investment Law.




64


The
      Investment Center has granted us Approved Enterprise status, which approval
      was
      granted prior to December 31, 2004, and is therefore entitled to the benefits
      afforded by the Investment Law prior to its amendment. Accordingly, our
      undistributed taxable income derived from this program will be tax exempt for
      a
      period of two years beginning with the year in which we first generate taxable
      income, and thereafter will be subject to a reduced tax rate of 25% or less,
      if
      we qualify as a foreign investors' company, for a period of between five and
      eight years, depending on the percentage of our capital held by non-Israeli
      shareholders. However, this benefit period cannot extend beyond 12 years from
      the year of commencement of operations or 14 years from the year in which
      approval was granted, whichever is earlier. To date, we have not generated
      taxable income.




To
      date,
      the Investment Center is still reviewing our final implementation report, and
      as
      a result, we have not yet received final implementation approval with respect
      to
      our Approved Enterprise from the Investment Center. Additionally, given our
      significant amount of net operating losses, and the limitation mentioned above
      to the benefit period, there is no certainty if and when we would be able to
      enjoy the tax benefits described above.




**Tax
      Benefits for Research and Development**




Israeli
      tax law allows, under specific conditions, a tax deduction in the year incurred
      for expenditures, including capital expenditures, relating to scientific
      research and development projects, if the expenditures are approved by the
      relevant Israeli government ministry, determined by the field of research,
      and
      the research and development is for the promotion of the company and is carried
      out by or on behalf of the company seeking the deduction. Expenditures not
      so
      approved are deductible over a three-year period. Expenditures made out of
      proceeds made available to us through government grants are automatically
      deducted during a one year period.




**Tax
      Benefits Under the Law for the Encouragement of Industry (Taxes),
      1969**




The
      Law
      for the Encouragement of Industry (Taxes), 1969, generally referred to as the
      Industry Encouragement Law, provides several tax benefits for industrial
      companies. An industrial company is defined as a company resident in Israel,
      at
      least 90% of the income of which in a given tax year exclusive of income from
      specified government loans, capital gains, interest and dividends, is derived
      from an industrial enterprise owned by it. An industrial enterprise is defined
      as an enterprise whose major activity in a given tax year is industrial
      production activity.




Under
      the
      Industry Encouragement Law, industrial companies are entitled to a number of
      corporate tax benefits, including:




·
            deduction
                of purchase of know-how and patents over an eight-year period;
                and




·
            the
                right to elect, under specified conditions, to file a consolidated
                tax
                return with additional related Israeli industrial companies and an
                industrial holding company.




Under
      some tax laws and regulations, an industrial enterprise may be eligible for
      special depreciation rates for machinery, equipment and buildings. These rates
      differ based on various factors, including the date the operations begin and
      the
      number of work shifts. An industrial company owning an approved enterprise
      may
      choose between these special depreciation rates and the depreciation rates
      available to the approved enterprise.




Eligibility
      for benefits under the Industry Encouragement Law is not subject to receipt
      of
      prior approval from any governmental authority.




We
      believe that we currently qualify as an industrial company within the definition
      of the Industry Encouragement Law. We cannot assure you that the Israeli tax
      authorities will agree that we qualify, or, if we qualify, that we will continue
      to qualify as an industrial company or that the benefits described above will
      be
      available to us in the future.




65


**Special
      Provisions Relating to Taxation under Inflationary
      Conditions**




The
      Income Tax Law (Inflationary Adjustments), 1985, generally referred to as the
      Inflationary Adjustments Law, represents an attempt to overcome the problems
      presented to a traditional tax system by an economy undergoing rapid inflation.
      The Inflationary Adjustments Law is highly complex. Its features, which are
      material to us, can be described as follows:




·
            where
                a company's equity, as defined in the law, exceeds the cost of fixed
                assets as defined in the Inflationary Adjustments Law, a deduction
                from
                taxable income that takes into account the effect of the applicable
                annual
                rate of inflation on the excess is allowed up to a ceiling of 70%
                of
                taxable income in any single tax year, with the unused portion permitted
                to be carried forward on a linked basis. If the cost of fixed assets,
                as
                defined in the Inflationary Adjustments Law, exceeds a company's
                equity,
                then the excess multiplied by the applicable annual rate of inflation
                is
                added to taxable income;




·
            subject
                to specified limitations, depreciation deductions on fixed assets
                and
                losses carried forward are adjusted for inflation based on the increase
                in
                the consumer price index; and




**Israeli
      Estate and Gift Taxes**




Generally,
      Israel does not currently impose taxes on inheritance or bona fide gifts. For
      transfer of assets by inheritance or gift that would normally be subject to
      capital gains tax or land appreciation tax, the recipient’s tax cost basis and
      date of purchase are generally deemed to be the same as those for the transferor
      of the property.




**Capital
      Gains Tax on Sale of our Ordinary Shares by Both Residents and Non-Residents
      of
      Israel**




Israeli
      law generally imposes a capital gains tax on the sale of capital assets located
      in Israel, including shares in Israeli resident companies, by both residents
      and
      non-residents of Israel, unless a specific exemption is available or unless
      a
      treaty between Israel and the country of the non-resident provides otherwise.
      The law distinguishes between the inflationary surplus and the real gain. The
      inflationary surplus is the portion of the total capital gain, which is
      equivalent to the increase of the relevant asset’s purchase price attributable
      to the increase in the Israeli consumer price index from the date of purchase
      to
      the date of sale. The real gain is the excess of the total capital gain over
      the
      inflationary surplus. A non resident that invests in taxable assets with foreign
      currency may elect to calculate the inflationary amount by using such foreign
      currency.




Non-Israeli
      residents will be exempt from Israeli capital gains tax on any gains derived
      from the sale of shares publicly traded on a stock exchange recognized by the
      Israeli Ministry of Finance (including the Tel-Aviv Stock Exchange and Nasdaq),
      provided such shareholders did not acquire their shares prior to an initial
      public offering and that such capital gains are not derived by a permanent
      establishment of the foreign resident in Israel. Notwithstanding the foregoing,
      dealers in securities in Israel are taxed at the regular tax rates applicable
      to
      business income. However, Non-Israeli corporations will not be entitled to
      such
      exemption if an Israeli resident (1) has a controlling interest of 25% or more
      in such non-Israeli corporation, or (2) is the beneficiary of, or is entitled
      to, 25% or more of the revenue or profits of such non-Israeli corporation,
      whether directly or indirectly. In any event, the provisions of the tax reform
      shall not affect the exemption from capital gains tax for gains accrued before
      January 1, 2003, as described in the previous paragraph.




On
      July
      25, 2005, the 2005 Reform came into effect. Pursuant to the 2005 Reform,
      effective January 1, 2006, the capital gains tax imposed on Israeli tax resident
      individuals on the sale of securities is 20%. With respect to an Israeli tax
      resident individual who is a “substantial shareholder” on the date of sale of
      the securities or at any time during the 12 months preceding such sale, the
      capital gains tax rate was increased to 25%. A “substantial shareholder” is
      defined as someone who alone, or together with another person, holds, directly
      or indirectly, at least 10 % in one or all of any of the means of control in
      the
      corporation. With respect to Israeli tax resident corporate investors, effective
      January 1, 2006 capital gains tax at the regular corporate rate will be imposed
      on such taxpayers on the sale of traded shares.




Other
      provisions may apply to shareholders that acquired their ordinary shares in
      XTL
      prior to our recent private placement and / or prior to January 1,
      2003.




In
      addition, pursuant to the Convention Between the Government of the United States
      of America and the Government of Israel with Respect to Taxes on Income, as
      amended (the “United States- Israel Tax Treaty”), the sale, exchange or
      disposition of ordinary shares by a person who qualifies as a resident of the
      US
      within the meaning of the United States-Israel Tax Treaty and who is entitled to
      claim the benefits afforded to such person by the United States- Israel Tax
      Treaty (a “Treaty United States Resident”) generally will not be subject to the
      Israeli capital gains tax unless such “Treaty United States Resident” holds,
      directly or indirectly, shares representing 10% or more of our voting power
      during any part of the twelve- month period preceding such sale, exchange or
      disposition, subject to certain conditions or if the capital gains from such
      sale are considered as business income attributable to a permanent establishment
      of the US resident in Israel. However, under the United States-Israel Tax
      Treaty, such “Treaty United States Resident” would be permitted to claim a
      credit for such taxes against the US federal income tax imposed with respect
      to
      such sale, exchange or disposition, subject to the limitations in US laws
      applicable to foreign tax credits.




66


**Taxation
      of Dividends**




Non-residents
      of Israel are subject to income tax on income accrued or derived from sources
      in
      Israel




Pursuant
      to the 2005 Reform, effective January 1, 2006, the tax rate imposed on dividends
      distributed by an Israeli company to Israeli tax resident individuals or to
      non-Israeli residents was reduced to a tax at a rate of 20%. With respect to
      “substantial shareholders,” as defined above, the applicable tax rate remains
      25%. The taxation of dividends distributed by an Israeli company to another
      Israeli corporate tax resident remains unchanged.




Notwithstanding,
      dividends distributed by an Israeli company to Israeli tax resident individuals
      or to non-Israeli residents are subject to a 20% withholding tax (15% in the
      case of dividends distributed from the taxable income attributable to an
      Approved Enterprise), unless a lower rate is provided in a treaty between Israel
      and the shareholder’s country of residence. Dividends distributed by an Israeli
      company to another Israeli tax resident company are generally exempt, unless
      such dividends are distributed from taxable income attributable to an Approved
      Enterprise, in which case such dividends are taxed at a rate of 15%, or unless
      such dividends are distributed from income that was not taxed in Israel, in
      which case such dividends are taxed at a rate of 25%.




In
      any
      case, dividends distributed from the taxable income attributable to an Approved
      Enterprise, to both Israeli tax residents and non-Israeli residents remains
      subject to a 15% tax rate.




Under
      the
      US-Israel Tax Treaty, the maximum Israeli tax and withholding tax on dividends
      paid to a holder of ordinary shares who is a resident of the US is generally
      25%, but is reduced to 12.5% if the dividends are paid to a corporation that
      holds in excess of 10% of the voting rights of company during the company’s
      taxable year preceding the distribution of the Dividend and the portion of
      the
      company’s taxable year in which the dividend was distributed. Dividends of an
      Israeli company derived from the income of an Approved Enterprise will still
      be
      subject to a 15% dividend withholding tax; if the dividend is attributable
      partly to income derived from an Approved Enterprise, and partly to other
      sources of income, the withholding rate will be a blended rate reflecting the
      relative portions of the two types of income. A non-resident of Israel who
      has
      dividend income derived from or accrued in Israel, from which tax was withheld
      at the source, is generally exempt from the duty to file tax returns in Israel
      in respect of such income, provided such income was not derived from a business
      conducted in Israel by the taxpayer.




***US
      Federal Income Tax Considerations***




The
      following discusses the material US federal income tax consequences to a holder
      of our ordinary shares who qualifies as a US holder, which is defined
      as:




·
            a
                citizen or resident of the US;




·
            a
                corporation created or organized under the laws of the US, the District
                of
                Columbia, or any state; or




·
            a
                trust or estate, treated, for US federal income tax purposes, as
                a
                domestic trust or estate.




This
      discussion is based on current provisions of the Internal Revenue Code of 1986,
      as amended, which we refer to as the Code, current and proposed Treasury
      regulations promulgated under the Code, and administrative and judicial
      decisions as of the date of this report, all of which are subject to change,
      possibly on a retroactive basis. This discussion does not address any aspect
      of
      state, local or non-US tax laws. Further, this discussion does not purport
      to be
      a comprehensive description of all of the tax considerations that may be
      relevant to US holders entitled to special treatment under US federal income
      tax
      laws, for example, financial institutions, insurance companies, tax-exempt
      organizations and broker/dealers, and it does not address all aspects of US
      federal income taxation that may be relevant to any particular shareholder
      based
      on the shareholder's individual circumstances. In particular, this discussion
      does not address the potential application of the alternative minimum tax,
      or
      the special US federal income tax rules applicable in special circumstances,
      including to US holders who:




67




·
            have
                elected mark-to-market accounting;




·
            hold
                our ordinary shares as part of a straddle, hedge or conversion transaction
                with other investments;




·
            own
                directly, indirectly or by attribution at least 10% of our voting
                power;




·
            are
                tax exempt entities;




·
            are
                persons who acquire shares in connection with employment or other
                performance of services; and




·
            have
                a functional currency that is not the US
                dollar.




Additionally,
      this discussion does not consider the tax treatment of partnerships or persons
      who hold ordinary shares through a partnership or other pass-through entity
      or
      the possible application of US federal gift or estate taxes. Material aspects
      of
      US federal income tax relevant to a holder other than a US holder are also
      described below.




**Taxation
      of Dividends Paid on Ordinary Shares**




A
      US
      holder will be required to include in gross income as ordinary income the amount
      of any distribution paid on ordinary shares, including any Israeli taxes
      withheld from the amount paid, to the extent the distribution is paid out of
      our
      current or accumulated earnings and profits as determined for US federal income
      tax purposes. Distributions in excess of these earnings and profits will be
      applied against and will reduce the US holder’s basis in the ordinary shares
      and, to the extent in excess of this basis, will be treated as gain from the
      sale or exchange of ordinary shares.




Certain
      dividend income may be eligible for a reduced rate of taxation. Dividend income
      will be taxed to a non-corporate holder at the applicable long-term capital
      gains rate if the dividend is received from a “qualified foreign corporation,”
and the shareholder of such foreign corporation holds such stock for more than
      60 days during the 120 day period that begins on the date that is 60 days before
      the ex-dividend date for the stock. The holding period is tolled for any days
      on
      which the shareholder has reduced his risk of loss. A “qualified foreign
      corporation” is one that is eligible for the benefits of a comprehensive income
      tax treaty with the US A foreign corporation will be treated as qualified with
      respect to any dividend paid, if its stock is readily tradable on an established
      securities market. However, a foreign corporation will not be treated as
      qualified if it is a Passive Foreign Investment Company (as discussed below)
      for
      the year in which the dividend was paid or the preceding year. Distributions
      of
      current or accumulated earnings and profits paid in foreign currency to a US
      holder will be includible in the income of a US holder in a US dollar amount
      calculated by reference to the exchange rate on the day the distribution is
      received. A US holder that receives a foreign currency distribution and converts
      the foreign currency into US dollars subsequent to receipt will have foreign
      exchange gain or loss based on any appreciation or depreciation in the value
      of
      the foreign currency against the US dollar, which will generally be US source
      ordinary income or loss.




As
      described above, we will generally be required to withhold Israeli income tax
      from any dividends paid to holders who are not resident in Israel. See “ -
      Israeli Tax Considerations—Taxation of Non-Resident Holders of Shares” above. If
      a US holder receives a dividend from us that is subject to Israeli withholding,
      the following would apply:




·
            You
                must include the gross amount of the dividend, not reduced by the
                amount
                of Israeli tax withheld, in your US taxable
                income.




·
            You
                may be able to claim the Israeli tax withheld as a foreign tax credit
                against your US income tax liability. However, to the extent that
                25% or
                more of our gross income from all sources was effectively connected
                with
                the conduct of a trade or business in the US (or treated as effectively
                connected, with limited exceptions) for a three-year period ending
                with
                the close of the taxable year preceding the year in which the dividends
                are declared, a portion of this dividend will be treated as US source
                income, possibly reducing the allowable foreign
                tax.




·
            The
                foreign tax credit is subject to significant and complex limitations.
                Generally, the credit can offset only the part of your US tax attributable
                to your net foreign source passive income. Additional special rules
                currently apply to taxpayers predominantly engaged in the active
                conduct
                of a banking, insurance, financing or similar business. Additionally,
                if
                we pay dividends at a time when 50% or more of our stock is owned
                by US
                persons, you may be required to treat the part of the dividend
                attributable to US source earnings and profits as US source income,
                possibly reducing the allowable credit, unless you elect to calculate
                your
                foreign tax credit separately with respect to XTLbio
                dividends.




·
            A
                US holder will be denied a foreign tax credit with respect to Israeli
                income tax withheld from dividends received on the ordinary shares
                to the
                extent the US holder has not held the ordinary shares for at least
                16 days
                of the 30-day period beginning on the date which is 15 days before
                the
                ex-dividend date or to the extent the US holder is under an obligation
                to
                make related payments with respect to substantially similar or related
                property. Any days during which a US holder has substantially diminished
                its risk of loss on the ordinary shares are not counted toward meeting
                the
                16-day holding period required by the
                statute.




68




·
            If
                you do not elect to claim foreign taxes as a credit, you will be
                entitled
                to deduct the Israeli income tax withheld from your XTLbio dividends
                in
                determining your taxable income.




·
            Individuals
                who do not claim itemized deductions, but instead utilize the standard
                deduction, may not claim a deduction for the amount of the Israeli
                income
                taxes withheld.




·
            If
                you are a US corporation holding our stock, the general rule is that
                you
                cannot claim the dividends-received deduction with respect to our
                dividends. There is an exception to this rule if you own at least
                10% of
                our ordinary shares (by vote or value) and certain conditions are
                met,
                including that we were not a PFIC during the period you have held
                our
                ordinary shares.




Special
      rules, described below, apply if we are a passive foreign investment
      company.




**Taxation
      of the Disposition of Ordinary Shares**




Subject
      to the description of the passive foreign investment company rules below, upon
      the sale, exchange or other disposition of our ordinary shares, a US holder
      will
      recognize capital gain or loss in an amount equal to the difference between
      the
      US holder's basis in the ordinary shares, which is usually the cost of these
      shares, and the amount realized on the disposition. Capital gain from the sale,
      exchange or other disposition of ordinary shares held more than one year is
      long-term capital gain and is eligible for a reduced rate of taxation for
      non-corporate holders. In general, gain realized by a US holder on a sale,
      exchange or other disposition of ordinary shares generally will be treated
      as US
      source income for US foreign tax credit purposes. A loss realized by a US holder
      on the sale, exchange or other disposition of ordinary shares is generally
      allocated to US source income. However, regulations require the loss to be
      allocated to foreign source income to the extent certain dividends were received
      by the taxpayer within the 24-month period preceding the date on which the
      taxpayer recognized the loss. The deductibility of a loss realized on the sale,
      exchange or other disposition of ordinary shares is subject to limitations
      for
      both corporate and individual shareholders.




A
      US
      holder that uses the cash method of accounting calculates the US dollar value
      of
      the proceeds received from a sale of ordinary shares as of the date that the
      sale settles, and will generally have no additional foreign currency gain or
      loss on the sale, while a US holder that uses the accrual method of accounting
      is required to calculate the value of the proceeds of the sale as of the trade
      date and may therefore realize foreign currency gain or loss, unless the US
      holder has elected to use the settlement date to determine its proceeds of
      sale
      for purposes of calculating this foreign currency gain or loss. In addition,
      a
      US holder that receives foreign currency upon disposition of our ordinary shares
      and converts the foreign currency into US dollars subsequent to receipt will
      have foreign exchange gain or loss based on any appreciation or depreciation
      in
      the value of the foreign currency against the US dollar, which will generally
      be
      US source ordinary income or loss.




**Tax
      Consequences If We Are A Passive Foreign Investment
      Company**




Special
      tax rules apply to the timing and character of income received by a US holder
      of
      a Passive Foreign Investment Company, or PFIC. We will be a PFIC if either
      75%
      or more of our gross income in a tax year is passive income or the average
      percentage of our assets (by value) that produce or are held for the production
      of passive income is at least 50%. The US Internal Revenue Service, or IRS,
      has
      indicated that cash balances, even if held as working capital, are considered
      to
      be assets that produce passive income. Therefore, any determination of PFIC
      status will depend upon the sources of our income, and the relative values
      of
      passive and non- passive assets, including goodwill. Furthermore, because the
      goodwill of a publicly-traded corporation such as us is largely a function
      of
      the trading price of its shares, the valuation of that goodwill is subject
      to
      significant change throughout each year. An initial determination that we are
      a
      PFIC will generally apply for subsequent years (whether or not we meet the
      requirements for PFIC status in those years) with respect to any US holder
      at
      the time of such determination. A determination as to a corporation’s status as
      a PFIC must be made annually. We believe that we were a PFIC for the taxable
      year ended December 31, 2003. We believe that we were likely not a PFIC for
      the
      taxable years ended December 31, 2004 and 2005. Although such a determination
      is
      fundamentally factual in nature and generally cannot be made until the close
      of
      the applicable taxable year, based on our current operations, we believe that
      there is a significant likelihood that we will be classified as a PFIC in the
      2006 taxable year and possibly in subsequent years.





69


If
      we
      were classified as a PFIC, a special tax regime would apply to both (a) any
      “excess distribution” by us (generally, the US holder's ratable share of
      distributions in any year that are greater than 125% of the average annual
      distributions received by such US holder in the three preceding years or its
      holding period, if shorter) and (b) any gain realized on the sale or other
      disposition of your ordinary shares. Under this special regime, any excess
      distribution and realized gain would be treated as ordinary income and the
      federal income tax on such ordinary income is determined under the following
      steps: (i) the amount of the excess distribution or gain is allocated ratably
      over the US holder's holding period for our ordinary shares; (ii) tax is
      determined for amounts allocated to the first year in the holding period in
      which we were classified as a PFIC and all subsequent years (except the year
      in
      which the excess distribution was received or the sale occurred) by applying
      the
      highest applicable tax rate in effect in the year to which the income was
      allocated; (iii) an interest charge is added to this tax calculated by applying
      the underpayment interest rate to the tax for each year determined under the
      preceding sentence from the due date of the income tax return for such year
      to
      the due date of the return for the year in which the excess distribution or
      sale
      occurs; and (iv) amounts allocated to a year prior to the first year in the
      US
      holder’s holding period in which we were classified as a PFIC or to the year in
      which the excess distribution or the sale occurred are taxed as ordinary income
      and no interest charge applies.




A
      US
      holder may generally avoid the special PFIC regime by electing to treat his
      PFIC
      shares as a “qualified electing fund.” If a US holder elects to treat PFIC
      shares as a qualified electing fund, also known as QEF Election, the US holder
      must include annually in gross income (for each year in which PFIC status is
      met) his *pro
      rata* share of
      the PFIC’s ordinary earnings and net capital gains, whether or not such amounts
      are actually distributed to the US holder.




A
      US
      holder may make a QEF Election with respect to a PFIC for any taxable year
      in
      which s/he was a shareholder. A QEF Election is effective for the year in which
      the election is made and all subsequent taxable years of the US holder.
      Procedures exist for both retroactive elections and the filing of protective
      statements. A US holder making the QEF Election must make the election on or
      before the due date, as extended, for the filing of the US holder's income
      tax
      return for the first taxable year to which the election will apply.




A
      US
      holder must make a QEF Election by completing Form 8621, Return by a
      Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund,
      and attaching it to their US federal income tax return, and must satisfy
      additional filing requirements each year the election remains in effect. From
      fiscal 2005, we plan to comply with the record-keeping and reporting
      requirements that are a prerequisite to making a “qualified electing fund”
election. However, if meeting those record-keeping and reporting requirements
      becomes onerous, we may decide, in our sole discretion, that such compliance
      is
      impractical and will so notify US holders.




As
      an
      alternative to or in addition to the qualified electing fund election, a
      so-called “mark-to- market” election may be made by a US holder with respect to
      ordinary shares owned at the close of such holder's taxable year, provided
      that
      we are a PFIC and the ordinary shares are considered “marketable stock.” The
      ordinary shares will be marketable stock if they are regularly traded on a
      national securities exchange that is registered with the Securities and Exchange
      Commission, or the national market system established pursuant to section 11A
      of
      the Securities and Exchange Act of 1934, or an equivalent regulated and
      supervised foreign securities exchange. If a US holder were to make a
      mark-to-market election with respect to ordinary shares, such holder generally
      would include as ordinary income (or, to the extent of prior unreversed
      inclusions, be allowed an ordinary loss deduction, as the case may be) an amount
      equal to the difference between the fair market value of the holder's ordinary
      shares as of the close of the holder's taxable year and its adjusted basis.
      Gains from an actual sale or other disposition of the ordinary shares will
      be
      treated as ordinary income, and any losses incurred on an actual sale or other
      disposition of the ordinary shares will be treated as ordinary loss to the
      extent of any prior unreversed inclusions. The mark-to-market election is made
      on a shareholder-by-shareholder basis and is effective for the taxable year
      for
      which made and all subsequent years until either (a) the ordinary shares cease
      to be marketable stock or (b) the election is revoked with the consent of the
      IRS.




A
      US
      holder who did not make a QEF Election either to (i) treat us as a “qualified
      electing fund,” or (ii) mark our ordinary shares and/or ADRs to market, will be
      subject to the following:




·
            gain
                recognized by the US holder upon the disposition of, as well as income
                recognized upon receiving certain dividends on the ordinary shares
                and/or
                ADRs would be taxable as ordinary
                income;




·
            the
                US holder would be required to allocate such dividend income and/or
                disposition gain ratably over such US holder's entire holding period
                for
                such XTLbio ordinary shares and/or
                ADRs;




70




·
            the
                amount allocated to each year other than the year of the dividend
                payment
                or disposition and pre-PFIC years would be subject to tax at the
                highest
                applicable tax rate, and an interest charge would be imposed with
                respect
                to the resulting tax liability;




·
            the
                US holder would be required to file an annual return on IRS Form
                8621
                regarding distributions received on, gain recognized on dispositions
                of,
                our ordinary shares and/or ADRs;
                and




·
            any
                US holder who acquired the ordinary shares and/or ADRs upon the death
                of
                the shareholder would not receive a step-up to market value of his
                income
                tax basis for such ordinary shares and/or ADRs. Instead such US holder
                beneficiary would have a tax basis equal to the decedent's basis,
                if
                lower.




***In
      view of the complexity of the issues regarding our treatment as a PFIC, US
      shareholders are urged to consult their own tax advisors for guidance as to
      our
      status as a PFIC.***





**US
      Federal Income Tax Consequences for Non-US holders of Ordinary
      Shares**




Except
      as
      described in "Information Reporting and Back-up Withholding" below, a Non-US
      holder of ordinary shares will not be subject to US federal income or
      withholding tax on the payment of dividends on, and the proceeds from the
      disposition of, ordinary shares, unless:




·
            the
                item is effectively connected with the conduct by the Non-US holder
                of a
                trade or business in the US and, in the case of a resident of a country
                which has a tax treaty with the US, the item is attributable to a
                permanent establishment or, in the case of an individual, a fixed
                place of
                business, in the US;




·
            the
                Non-US holder is subject to tax under the provisions of US tax law
                applicable to US expatriates; or




·
            the
                individual non-US holder is present in the US for 183 days or more
                in the
                taxable year of the sale and certain other conditions are
                met.




**Information
      Reporting and Back-Up Withholding**




US
      holders generally are subject to information reporting requirements with respect
      to dividends paid in the US on ordinary shares. Existing regulations impose
      back-up withholding on dividends paid in the US on ordinary shares unless the
      US
      holder provides IRS Form W-9 or otherwise establishes an exemption. US holders
      are subject to information reporting and back-up withholding at a rate of 28%
      on
      proceeds paid from the disposition of ordinary shares unless the US holder
      provides IRS Form W-9 or otherwise establishes an exemption.





Non-US
      holders generally are not subject to information reporting or back-up
      withholding with respect to dividends paid on, or upon the disposition of,
      ordinary shares, provided that the non-US holder provides a taxpayer
      identification number, certifies to its foreign status, or otherwise establishes
      an exemption to the US financial institution holding the ordinary shares. Non-US
      holders holding stock in a foreign corporation in a foreign bank or financial
      institution have no US reporting requirements.





Prospective
      investors should consult their tax advisors concerning the effect, if any,
      of
      these Treasury regulations on an investment in ordinary shares. The amount
      of
      any back-up withholding will be allowed as a credit against a US or Non-US
      holder's US federal income tax liability and may entitle the Holder to a refund,
      provided that specified required information is furnished to the IRS on a timely
      basis.





**US
      Federal Income Tax Consequences for XTLbio**





The
      residency of the Chairman of our Board of Directors and our Chief Executive
      Officer in the US, as well as other less significant contacts that we have
      with
      the US, could lead to a determination by the US Internal Revenue Service that
      we
      have a “permanent establishment” in the US beginning in 2005. As a result, any
      income attributable to such US permanent establishment would be subject to
      US
      corporate income tax in the same manner as if we were a US corporation. The
      maximum US corporate income tax rate (not including applicable state and local
      tax rates) is currently at 35%. In addition, if this occurred, we may be subject
      to an additional branch profits tax of 30% on our US effectively connected
      earnings and profits, subject to adjustment, for that taxable year if certain
      conditions occur, unless we qualify for the reduced 12.5% US branch profits
      tax
      rate pursuant to the United States-Israel tax treaty. We would be potentially
      able to credit foreign taxes against our US tax liability in connection with
      income attributable to our US permanent establishment and subject to US and
      foreign income tax.





71


At
      present, we do not earn any taxable income for US tax purposes. If we do
      eventually earn taxable income attributable to a US permanent establishment,
      we
      would be able to utilize accumulated loss carryforwards to offset such income
      only if these carryforwards were attributable to the US permanent establishment.
      We may not be able to utilize any of the accumulated loss carryforwards shown
      on
      our balance sheet at December 31, 2005, to offset any such US tax liability
      since such loss carryforwards were accumulated under Israeli tax laws. US
      corporate tax rates are higher than those to which we are subject in the State
      of Israel, and if we are subject to US corporate tax, it would have a material
      adverse effect on our results of operations.





*The
      above comments are intended as a general guide to the current position. Any
      person who is in any doubt as to his or her taxation position, and who requires
      more detailed information than the general outline above or who is subject
      to
      tax in a jurisdiction other than the United States should consult professional
      advisers.*




**Documents
      on Display**




We
      are
      required to file reports and other information with the SEC under the Exchange
      Act and the regulations thereunder applicable to foreign private issuers. You
      may inspect and copy reports and other information filed by us with the SEC
      at
      the SEC’s public reference facilities described below. Although as a foreign
      private issuer we are not required to file periodic information as frequently
      or
      as promptly as US companies, we generally announce publicly our interim and
      year-end results promptly and will file that periodic information with the
      SEC
      under cover of Form 6-K. As a foreign private issuer, we are also exempt from
      the rules under the Exchange Act prescribing the furnishing and content of
      proxy
      statements, and our officers, directors and principal shareholders are exempt
      from the reporting and other provisions in Section 16 of the Exchange
      Act.




You
      may
      review and obtain copies of our filings with the SEC, including any exhibits
      and
      schedules, at the SEC’s public reference facilities in Room 1580, 100 F. Street,
      N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further
      information on the public reference rooms. Our periodic filings will also be
      available on the SEC’s website at www.sec.gov. These SEC filings are also
      available to the public from commercial document retrieval services. Any
      statement in this annual report about any of our contracts or other documents
      is
      not necessarily complete. If the contract or document is filed as an exhibit
      to
      this annual report, the contract or document is deemed to modify the description
      contained in this annual report. We urge you to review the exhibits themselves
      for a complete description of the contract or document.




**ITEM
      11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**




*Interest
      Rate Risk.* The
      primary objective of our investment activities is to preserve principal while
      maximizing our income from investments and minimizing our market risk. We invest
      in government, investment-grade corporate debt securities, and bank deposits
      in
      accordance with our investment policy. Some of these instruments in which we
      invest may have market risk. This means that a change in prevailing interest
      rates may cause the principal amount of the investment to fluctuate. For
      example, if we hold a security that was issued with a fixed interest rate at
      the
      then-prevailing rate and the prevailing interest rate later rises, the principal
      amount of our investment will probably decline. As of December 31, 2005, our
      portfolio of financial instruments consists of cash equivalents and short-term
      bank deposits with multiple institutions. The average duration of all of our
      investments held as of December 31, 2005, was less than one year. Due to the
      short-term nature of these investments, we believe we have no material exposure
      to interest rate risk arising from our investments.




*Foreign
      Currency and Inflation Risk.* We
      generate all of our revenues and hold most of our cash, cash equivalents, bank
      deposits and marketable securities in US dollars. While a substantial amount
      of
      our operating expenses are in US dollars, we incur a portion of our expenses
      in
      New Israeli Shekels. In addition, we also pay for some of our services and
      supplies in the local currencies of our suppliers. As a result, we are exposed
      to the risk that the US dollar will be devalued against the New Israeli Shekel
      or other currencies, and as result our financial results could be harmed if
      we
      are unable to guard against currency fluctuations in Israel or other countries
      in which services and supplies are obtained in the future. Accordingly, we
      may
      enter into currency hedging transactions to decrease the risk of financial
      exposure from fluctuations in the exchange rates of currencies. These measures,
      however, may not adequately protect us from the adverse effects of inflation
      in
      Israel. In addition, we are exposed to the risk that the rate of inflation
      in
      Israel will exceed the rate of devaluation of the New Israeli Shekel in relation
      to the dollar or that the timing of any devaluation may lag behind inflation
      in
      Israel.




**ITEM
      12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES**




Not
      applicable.




72




**PART
      II**




**ITEM
      13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES**




Not
      applicable.




**ITEM
      14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS**




Not
      applicable.




**ITEM
      15. CONTROLS AND PROCEDURES** ****




(a)
      Disclosure controls and procedures.  Our Chief Executive Officer
      and Chief Financial Officer have evaluated the effectiveness
      of  our disclosure controls and procedures  (as such
      term is defined in the Exchange Act) as of the end of the period covered by
      this Annual Report on Form 20-F. Based upon such
      review,  our Chief Executive Officer and Chief Financial Officer
      have concluded that, as of December 31, 2005, our disclosure controls and
      procedures are effective.




(b)
      Internal controls. There have been no changes in our internal control over
      financial reporting that have occurred during the fiscal year ended December
      31,
      2005, that have materially affected, or are reasonably likely to materially
      affect,  our internal control over financial reporting.




**ITEM
      16.** **RESERVED**




Not
      applicable.




**ITEM
      16A. AUDIT COMMITTEE FINANCIAL EXPERT**




Our
      board
      of directors has determined that Ido Seltenreich, chairman of our audit
      committee, is an audit committee financial expert, as defined by applicable
      SEC
      regulations, and is independent in accordance with applicable SEC and Nasdaq
      regulations.




**ITEM
      16B. CODE OF ETHICS**




We
      have
      adopted a code of conduct applicable that applies to all employees, directors
      and officers of our company, including our principal executive officer,
      principal financial officer, principal accounting officer or controller and
      other individuals performing similar functions. A copy of our Code of Conduct
      may be obtained, without charge, upon a written request addressed to our
      investor relations department, XTL Biopharmaceuticals Ltd., 750 Lexington
      Avenue, 20 th Floor,
      New York, NY 10022.





**ITEM
      16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




**Policy
      on Pre-Approval of Audit and Non-Audit Services of Independent
      Auditors**




Our
      audit
      committee is responsible for the oversight of the independent auditors’ work.
      The audit committee’s policy is to pre-approve all audit and non-audit services
      provided by our independent auditors, PricewaterhouseCoopers. These services
      may
      include audit services, audit-related services and tax services, as further
      described below.




**Principal
      Accountant Fees and Services**




We
      were
      billed the following fees for professional services rendered by PwC, for the
      years ended December 31, 2005 and 2004.


73




**2005**
            
            
            **2004**(in
                thousands)Audit
                fees
            
            $
            161
            
            $
            81Audit-related
                fees
            
            
            74
            
            
            121Tax
                fees
            
            
            46
            
            
            5Total
            
            $
            281
            
            $
            207





The
      audit
      fees for the years ended December 31, 2005 and 2004, respectively, were for
      professional services rendered for the audit of our annual consolidated
      financial statements, review of interim consolidated financial statements,
      and
      statutory audits.




The
      audit-related fees as of the years ended December 31, 2005 and 2004,
      respectively, were for assurance and related due diligence services related
      to
      accounting consultations in connection with our fundraising activity in 2004
      and
      our listing on the Nasdaq Stock Market in 2005, including issuance of comfort
      letters, and consents and assistance with review of documents filed with the
      SEC
      and the United Kingdom Listing Authority.




Tax
      fees
      as of the years ended December 31, 2005 and 2004, respectively, were for
      services related to tax compliance, including the preparation of tax returns,
      tax planning and tax advice, including assistance with tax audits and appeals,
      and tax advice related to our in-licensing activities.


For
        the
        fiscal year ended December 31, 2005, all of our audit-related fees
        were pre-approved by our audit committee.  For the fiscal year
        ended  December
        31,  2005,
        $29,000 of the tax fees were pre-approved  by
        our
        audit committee.  The balance of $17,000 in tax fees were related to
        professional services initiated prior to our becoming subject to the
        pre-approval requirements of the Exchange Act and the rules and regulations
        promulgated thereunder in connection with our listing on Nasdaq in
        September 2005.




**ITEM
      16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
      COMMITTEES**




Not
      applicable.




**ITEM
      16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
      PURCHASERS**




Not
      applicable.




74


**PART
      III**





**ITEM
      17. FINANCIAL STATEMENTS**




We
      have
      elected to furnish financial statements and related information specified in
      Item 18.




**ITEM
      18. FINANCIAL STATEMENTS**




See
      pages
      F-1 to F-42 of this Annual Report.




**ITEM
      19. EXHIBITS**




The
      following exhibits are filed as part of this annual report:




Exhibit
              Number
            
            Description1.1
            
            Form
                of Securities Purchase Agreement, dated March 17, 2006, by and among
                XTL
                Biopharmaceuticals Ltd., and the purchasers named
                therein^1.2
            
            Form
                of Registration Rights Agreement, dated March 22, 2006, by and among
                XTL
                Biopharmaceuticals Ltd. and the purchasers named
                therein^1.3
            
            Form
                of Ordinary Share Purchase Warrants, dated March 22, 2006, issued
                to the
                purchasers under the Securities Purchase Agreement^1.4
            
            Escrow
                Agreement, dated March 22, 2006, by and among XTL Biopharmaceuticals
                Ltd.,
                the Placement Agents named therein, and JPMorgan Chase Bank, N.A.,
                as
                escrow agent^3.1
            
            Articles
                of Association†4.1
            
            Form
                of Share Certificate†4.2
            
            Form
                of American Depositary Receipt (included in Exhibit 4.3)
                †4.3
            
            Deposit
                Agreement, dated as of August 31, 2005, by and between XTL
                Biopharmaceuticals Ltd., The Bank of New York, as Depositary, and
                each
                holder and beneficial owner of American Depositary Receipts issued
                thereunder†4.5
            
            Form
                of Director and Senior Management Lock−up Letter^10.12
            
            1998
                Share Option Plan dated October 19, 1998†10.13
            
            1999
                Share Option Plan dated June 1, 1999†10.14
            
            1999
                International Share Option Plan Dated June 1, 1999†10.15
            
            2000
                Share Option Plan dated April 12, 2000†10.16
            
            2001
                Share Option Plan dated February 28, 2001†10.17
            
            Letter
                of Understanding, dated August 5, 2005, relating to the License Agreement
                dated June 2, 2004 between Cubist Pharmaceuticals, Inc. and XTL
                Biopharmaceuticals Ltd.†10.19
            
            Employment
                Agreement, dated August 1, 1999, between XTL Biopharmaceuticals Ltd.
                and
                Jonathan Burgin†10.20
            
            Employment
                Agreement, dated as of January 3, 2006, between XTL Biopharmaceuticals
                Ltd. and Ron Bentsur^




75




10.21
            
            Agreement,
                dated August 1, 2005, between XTL Biopharmaceuticals Ltd. and Michael
                S.
                Weiss†10.22
            
            Form
                No. 1 of Director Service Agreement†10.23
            
            Form
                No. 2 of Director Service Agreement†10.24
            
            Form
                No. 3 of Director Service Agreement†10.25
            
            Form
                No. 4 of Director Indemnification Agreement†10.26
            
            License
                Agreement Between XTL Biopharmaceuticals Ltd. and VivoQuest, Inc.,
                dated
                August 17, 2005†10.27
            
            Asset
                Purchase Agreement Between XTL Biopharmaceuticals Ltd. and VivoQuest,
                Inc., dated August 17, 2005†21.1
            
            List
                of Subsidiaries†31.1
            
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a),
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                dated
                May 25, 2006.31.2
            
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a),
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                dated
                May 25, 2006.32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of 2002, dated May 25, 2006.




†
      Incorporated by reference from the registration statement on Form 20-F filed
      by
      XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission on
      July
      14, 2005, as it may be amended or restated.





^
      Incorporated by reference from the registration statement on Form F-1 filed
      by
      XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission on
      April
      20, 2006, as it may be amended or restated.





76





**SIGNATURES**




The
      registrant hereby certifies that it meets all the requirements for filing on
      Form 20-F and that it has duly caused and authorized the undersigned to sign
      this registration statement on its behalf.


**XTL
                BIOPHARMACEUTICALS LTD.**
              (*Registrant*)Date: May
              25,
              2006
            Signature:
            /s/ Ron
              BentsurRon
              BentsurChief
              Executive
              Officer




77


**XTL
        BIOPHARMACEUTICALS LTD.**
  (A
        Development Stage Company)
  2005
        ANNUAL REPORT
  TABLE
        OF CONTENTS
 
 
 **Page**Reports
                    of Independent Registered Public Accounting Firm
              F-2Consolidated
                    Balance Sheets as of December 31, 2005 and 2004
              F-4Consolidated
                    Statements of Operations for the years endedDecember
                    31, 2005, 2004 and 2003, and the period fromMarch
                    9, 1993 to December 31, 2005
              F-5Consolidated
                    Statements of Changes in Shareholders’ Equity for
                    theyears
                    ended December 31, 2005, 2004, and 2003, and the period
                    fromMarch
                    9, 1993 to December 31, 2005
              F-6Consolidated
                    Statements of Cash Flows for the years endedDecember
                    31, 2005, 2004 and 2003, and the period from March 9,
                    1993to
                    December 31, 2005
              F-10Notes
                    to the Consolidated Financial Statements
              F-12
  F-1
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To
        the
        Shareholders of
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 
 We
        have
        audited the consolidated balance sheets of XTL Biopharmaceuticals Ltd.
        (A Development Stage Company; hereafter - the "Company") and its subsidiary
        as of December 31, 2005 and 2004 and the related consolidated statements
        of
        operations, changes in shareholders' equity and cash flows for each of the
        three
        years ended December 31, 2005 and cumulatively for the period from January
        1,
        2001 to December 31, 2005 (see also below). These consolidated financial
        statements are the responsibility of the Company's Board of Directors and
        management. Our responsibility is to express an opinion on these consolidated
        financial statements based on our audits. We did not audit the cumulative
        totals
        of the Company for the period from March 9, 1993 (date of incorporation)
        to
        December 31, 2000, which totals reflect a deficit of $25,201,000 accumulated
        during the development stage. Those cumulative totals were audited by another
        independent registered public accounting firm whose report, dated May 3,
        2005,
        expressed an unqualified opinion on the cumulative amounts through December
        31,
        2000. Our opinion, insofar as it relates to amounts included for that period
        is
        based on the report of the other independent registered public accounting
        firm,
        mentioned above.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States of America) and with auditing
        standards generally accepted in Israel, including those prescribed by the
        Israeli Auditors (Mode of Performance) Regulations, 1973. Those standards
        require that we plan and perform the audit to obtain reasonable assurance
        about
        whether the financial statements are free of material misstatement. An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the financial statements. An audit also includes assessing
        the
        accounting principles used and significant estimates made by the Company’s Board
        of Directors and management, as well as evaluating the overall financial
        statement presentation. We believe that our audits and the report of other
        independent registered public accounting firm provide a reasonable basis
        for our
        opinion.
 
 In
        our
        opinion, based upon our audits and the report of the other independent
        registered public accounting firm, the consolidated financial statements
        referred to above, present fairly, in all material respects, the consolidated
        financial position of the Company and its subsidiary as of December 31, 2005
        and
        2004, and the consolidated results of operations, changes in shareholders'
        equity, and cash flows for each of the three years in the period ended
        December 31, 2005 and for the cumulative period from March 9, 1993
        (incorporation date) to December 31, 2005, in conformity with accounting
        principles generally accepted in the United States of America.
 
 The
        financial statements have been prepared assuming that the Company will continue
        as a going concern. As discussed in note 1a(2) to the financial statements,
        the
        Company incurred significant losses from operations and has an accumulated
        deficit at December 31, 2005 which raise substantial doubt about the Company’s
        ability to continue as a going concern. Management's plans in regard to these
        matters are also described in Note 1a(2). The financial statements do not
        include any adjustments that might result from the outcome of this
        uncertainty.
 
 As
        discussed in note 1o to the financial statements, the Company adopted Statement
        of Financial Accounting Standards No.123 (revised 2004), Share Based Payment,
        effective January 1, 2005.
 
 
 Kesselman
        & Kesselman
 Certified
        Public Accountants (Israel)
 A
        Member
        of PricewaterhouseCoopers International Limited
 Tel-Aviv,
        Israel
 
 March
        17,
        2006
 
 F-2
 **REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
          the
          Board of Directors and Shareholders of XTL Biopharmaceuticals Ltd.
 (A
          Development Stage Company):
  We
          have
          audited the accompanying consolidated statements of operations, changes
          in
          shareholders' equity and comprehensive income, and cash flows of XTL
          Biopharmaceuticals Ltd. (A Development Stage Company) (the "Company") and
          its
          subsidiary for the period from March 9, 1993 to December 31, 2000. These
          consolidated financial statements are the responsibility of the Company's
          management and of the Company's Board of Directors. Our responsibility
          is to
          express an opinion on these consolidated financial statements based on
          our
          audits.
 
 We
          conducted our audits in accordance with the Standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. An audit includes examining,
          on a
          test basis, evidence supporting the amounts and disclosures in the financial
          statements. An audit also includes assessing the accounting principles
          used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe that our audits provide a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the consolidated financial statements referred to above present
          fairly,
          in all material respects, the consolidated results of operations of the
          Company
          and its subsidiary and their cash flows for the period from March 9, 1993
          to
          December 31, 2000, in conformity with generally accepted accounting principles
          in the United States of America.
 
 
 Somekh
          Chaikin
 Certified
          Public Accountants (Isr.)
 A
          member
          firm of KPMG International
 Tel-Aviv,
          Israel
 May
          3,
          2005
 F-3
  **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 CONSOLIDATED
        BALANCE SHEETS
 (in
        thousands of U.S. dollars)
  **December
                  31****2005**
              
              **2004****A
                  s s e t s****CURRENT
                  ASSETS:**Cash
                  and cash equivalents
              
              
              13,360
              
              
              12,788Short-term
                  bank deposits
              
              
              —
              
              
              10,136Accounts
                  receivable - trade
              
              
              —
              
              
              543Accounts
                  receivable - other
              
              
              431
              
              
              306T
                  o
                  t a l current assets
              
              
              13,791
              
              
              23,773**EMPLOYEE
                  SEVERANCE PAY FUNDS**
              
              
              449
              
              
              830**RESTRICTED
                  LONG-TERM DEPOSIT**
              
              
              110
              
              
              113**PROPERTY
                  AND EQUIPMENT, NET**
              
              
              762
              
              
              908**INTANGIBLE
                  ASSETS, NET**
              
              
              39
              
              
              —T
                  o
                  t a l assets
              
              
              15,151
              
              
              25,624**Liabilities
                  and shareholders’ equity****CURRENT
                  LIABILITIES:**Accounts
                  payable and accruals
              
              
              2,007
              
              
              3,134Deferred
                  gain
              
              
              399
              
              
              399T
                  o
                  t a l current liabilities
              
              
              2,406
              
              
              3,533**LIABILITY
                  IN RESPECT OF EMPLOYEE****SEVERANCE
                  OBLIGATIONS******
              
              
              695
              
              
              1,291**DEFERRED
                  GAIN**
              
              
              798
              
              
              1,198**COMMITMENTS
                  AND CONTINGENCIES (Note 7)**T
                  o
                  t a l liabilities
              
              
              3,899
              
              
              6,022**SHAREHOLDERS’
                  EQUITY:**Ordinary
                  shares of NIS 0.02 par value (authorized: 300,000,000
                as
                  of December 31, 2005 and 2004; issued and outstanding:
                173,180,441
                  as of December 31, 2005 and 168,079,196 as of
                December
                  31, 2004)
              
              
              864
              
              
              841Additional
                  paid in capital
              
              
              110,179
              
              
              104,537Deficit
                  accumulated during the development stage
              
              
              (99,791
              )
              
              (85,776
              )T
                  o
                  t a l shareholders’ equity
              
              
              11,252
              
              
              19,602T
                  o
                  t a l liabilities and shareholders’ equity
              
              
              15,151
              
              
              25,624
 
 
 
 **/s/
                  Michael Weiss**
              
              **/s/
                  Ron Bentsur****Michael
                  Weiss**
              
              **Ron
                  Bentsur****Chairman
                  of the Board of Directors**
              
              **Chief
                  Executive Officer**
  Date
        of
        approval of the financial statements: March 17, 2006
 
 *The
        accompanying notes are an integral part of the financial
        statements.*
  F-4
 
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 (in
        thousands of U.S. dollars, except share and per share amounts)
  **Period
                  from****March
                  9, 1993*****Year
                  ended December 31**
              
              **to
                  December 31,****REVENUES**:
              
              **2005**
              
              **2004**
              
              **2003**
              
              **2005**Reimbursed
                  out-of-pockets expenses
              
              
              2,743
              
              
              3,269
              
              
              —
              
              
              6,012License
              
              
              454
              
              
              185
              
              
              —
              
              
              6393,197
              
              
              3,454
              
              
              —
              
              
              6,651**COST
                  OF REVENUES**:Reimbursed
                  out-of-pockets expenses
              
              
              2,743
              
              
              3,269
              
              
              —
              
              
              6,012License
                  (with respect to royalties)
              
              
              54
              
              
              32
              
              
              —
              
              
              862,797
              
              
              3,301
              
              
              —
              
              
              6,098**GROSS
                  MARGIN**
              
              
              400
              
              
              153
              
              
              —
              
              
              553**RESEARCH
                  AND DEVELOPMENT****COSTS
                  (includes non-cash compensation****of
                  $112, $30 and $0, in 2005, 2004****and
                  2003, respectively)**
              
              
              7,313
              
              
              11,985
              
              
              14,022
              
              
              82,890**L
                  E S S - PARTICIPATIONS**
              
              
              —
              
              
              —
              
              
              3,229
              
              
              10,9507,313
              
              
              11,985
              
              
              10,793
              
              
              71,940**IN
                  - PROCESS RESEARCH AND****DEVELOPMENT
                  COSTS**
              
              
              1,783
              
              
              —
              
              
              —
              
              
              1,783**GENERAL
                  AND ADMINISTRATIVE****EXPENSES
                  (includes non-cash****compensation
                  of $2,641, $2 and $0,****in
                  2005, 2004 and 2003, respectively)**
              
              
              5,457
              
              
              4,134
              
              
              3,105
              
              
              29,012**BUSINESS
                  DEVELOPMENT COSTS****(includes
                  non-cash compensation of $10 in****2005,
                  and $0, in 2004 and 2003, respectively)**
              
              
              227
              
              
              810
              
              
              664
              
              
              4,513**OPERATING
                  LOSS**
              
              
              14,380
              
              
              16,776
              
              
              14,562
              
              
              106,695**FINANCIAL
                  INCOME -**net
              
              
              443
              
              
              352
              
              
              352
              
              
              7,143**LOSS
                  BEFORE INCOME TAXES**
              
              
              13,937
              
              
              16,424
              
              
              14,210
              
              
              99,552**INCOME
                  TAXES**
              
              
              78
              
              
              49
              
              
              78
              
              
              239**LOSS
                  FOR THE PERIOD**
              
              
              14,015
              
              
              16,473
              
              
              14,288
              
              
              99,791**BASIC
                  AND DILUTED LOSS PER****ORDINARY
                  SHARE**
              
              $
              0.08
              
              $
              0.12
              
              $
              0.13**WEIGHTED
                  AVERAGE NUMBER OF****SHARES
                  USED IN COMPUTING BASIC****AND
                  DILUTED LOSS PER ORDINARY****SHARE**
              
              
              170,123,003
              
              
              134,731,766
              
              
              111,712,916
  *
        Incorporation date, see note 1a.
  *The
        accompanying notes are an integral part of the financial
        statements.*
  F-5
 
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENTS OF CHANGES IN SHAREHOLDERS'
        EQUITY
 (in
        thousands of U.S. dollars, except share amounts)
 
 **Preferred
                  shares**
              
              
              **Ordinary
                  shares**
              
              
              **Additional****Number
                  of**
              
              
              
              
              
              **Number
                  of**
              
              
              
              
              
              **paid-in****shares**
              
              
              **Amount**
              
              
              **shares**
              
              
              **Amount**
              
              
              **capital****CHANGES
                  DURING THE PERIOD****FROM
                  MARCH 9, 1993 (DATE OF****INCORPORATION)
                  TO**
                **DECEMBER
                  31, 2002 :**Comprehensive
                  loss:Loss
                  for the period
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Net
                  unrealized loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Comprehensive
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Employee
                  stock options expenses
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              377Non-employee
                  stock option expenses
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              106Exercise
                  of share warrants in 2000
              
              
              —
              
              
              —
              
              
              1,499,980
              
              
              7
              
              
              340Exercise
                  of share warrants in 2001
              
              
              —
              
              
              —
              
              
              208,000
              
              
              1
              
              
              74Exercise
                  of employee stock
                options
                  in 1999
              
              
              15,600
              
              
              **
              
              
              —
              
              
              —
              
              
              **Exercise
                  of employee stock
                options
                  in 2000
              
              
              —
              
              
              —
              
              
              162,500
              
              
              1
              
              
              —Exercise
                  of employee stock
                options
                  in 2001
              
              
              —
              
              
              —
              
              
              59,138
              
              
              **
              
              
              26Exercise
                  of employee stock
                options
                  in 2002
              
              
              —
              
              
              —
              
              
              38,326
              
              
              **
              
              
              20Issuance
                  of share capital in 1993 (net
                of
                  $912 - issuance expenses)
              
              
              7,705,470
              
              
              45
              
              
              —
              
              
              —
              
              
              5,545Issuance
                  of share capital in 1994 (net
                of
                  $22 - issuance expenses)
              
              
              717,500
              
              
              5
              
              
              —
              
              
              —
              
              
              2,103Issuance
                  of share capital in 1996 (net
                of
                  $646 - issuance expenses)
              
              
              6,315,810
              
              
              49
              
              
              —
              
              
              —
              
              
              5,314Issuance
                  of share capital in 1998 (net
                of
                  $1,650 - issuance expenses)
              
              
              26,319,130
              
              
              139
              
              
              —
              
              
              —
              
              
              12,036Issuance
                  of share capital in 1999 (net
                of
                  $49 - issuance expenses)
              
              
              2,513,940
              
              
              12
              
              
              —
              
              
              —
              
              
              1,189Issuance
                  of share capital in 2000
              
              
              —
              
              
              —
              
              
              15,183,590
              
              
              75
              
              
              16,627Bonus
                  shares
              
              
              7,156,660
              
              
              41
              
              
              19,519,720
              
              
              97
              
              
              (138
              )Conversion
                  of preferred shares into
                ordinary
                  shares
              
              
              (50,744,110
              )
              
              (291
              )
              
              50,744,110
              
              
              291
              
              
              —Receipts
                  in respect of share warrants(expired
                  in 1999)
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              89Initial
                  public offering (“IPO”) of theCompany’s
                  shares under a prospectusdated
                  September 20, 2000 (net of$ 5,199-issuance
                  expenses)
              
              
              —
              
              
              —
              
              
              23,750,000
              
              
              118
              
              
              45,595**BALANCE
                  AT DECEMBER 31, 2002**
              
              
              —
              
              
              —
              
              
              111,165,364
              
              
              590
              
              
              89,303
 
 **
        Represents an amount less than $1,000.
 
 
 *The
        accompanying notes are an integral part of the financial
        statements.*
 
 F-6
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (continued)
 (in
        thousands of U.S. dollars, except share amounts)
 **Deficit****Accumulated**
              
              **accumulated****other**
              
              **during
                  the****comprehensive**
              
              **development****income
                  (loss)**
              
              **stage**
              
              **Total****CHANGES
                  DURING THE PERIOD****FROM
                  MARCH 9, 1993 (DATE OF****INCORPORATION)
                  TO**
                **DECEMBER
                  31, 2002 :**Comprehensive
                  loss:Loss
                  for the period
              
              
              —
              
              
              (55,015
              )
              
              (55,015
              )Net
                  unrealized loss
              
              
              (48
              )
              
              —
              
              
              (48
              )Comprehensive
                  loss
              
              
              (48
              )
              
              (55,015
              )
              
              (55,063
              )Employee
                  stock options expenses
              
              
              —
              
              
              —
              
              
              377Non-employee
                  stock option expenses
              
              
              —
              
              
              —
              
              
              106Exercise
                  of share warrants in 2000
              
              
              —
              
              
              —
              
              
              347Exercise
                  of share warrants in 2001
              
              
              —
              
              
              —
              
              
              75Exercise
                  of employee stock
                options
                  in 1999
              
              
              —
              
              
              —
              
              
              **Exercise
                  of employee stock
                options
                  in 2000
              
              
              —
              
              
              —
              
              
              1Exercise
                  of employee stock
                options
                  in 2001
              
              
              —
              
              
              
              
              
              26Exercise
                  of employee stock
                options
                  in 2002
              
              
              —
              
              
              
              
              
              20Issuance
                  of share capital in 1993 (net
                of
                  $912 - issuance expenses)
              
              
              —
              
              
              —
              
              
              5,590Issuance
                  of share capital in 1994 (net
                of
                  $22 - issuance expenses)
              
              
              —
              
              
              —
              
              
              2,108Issuance
                  of share capital in 1996 (net
                of
                  $646 - issuance expenses)
              
              
              —
              
              
              —
              
              
              5,363Issuance
                  of share capital in 1998 (net
                of
                  $1,650 - issuance expenses)
              
              
              —
              
              
              —
              
              
              12,175Issuance
                  of share capital in 1999 (net
                of
                  $49 - issuance expenses)
              
              
              —
              
              
              —
              
              
              1,201Issuance
                  of share capital in 2000
              
              
              —
              
              
              —
              
              
              16,702Bonus
                  shares
              
              
              —
              
              
              —
              
              
              —Conversion
                  of preferred shares intoordinary
                  shares
              
              
              —
              
              
              —
              
              
              —Receipts
                  in respect of share warrants(expired
                  in 1999)
              
              
              —
              
              
              —
              
              
              89Initial
                  public offering (“IPO”) of theCompany’s
                  shares under a prospectusdated
                  September 20, 2000 (net of$ 5,199
                  -issuance expenses)
              
              
              —
              
              
              —
              
              
              45,713**BALANCE
                  AT DECEMBER 31, 2002**
              
              
              (48
              )
              
              (55,015
              )
              
              34,830
  *The
        accompanying notes are an integral part of the financial
        statements.*
  F-7
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (continued)
 (in
        thousands of U.S. dollars, except share amounts)
  **Ordinary
                  shares**
              
              
              **Additional****Number
                  of**
              
              
              
              
              
              **paid
                  in****shares**
              
              
              **Amount**
              
              
              **capital****BALANCE
                  AT DECEMBER 31, 2002**-
                brought
                  forward
              
              
              111,165,364
              
              
              590
              
              
              89,303**CHANGES
                  DURING 2003:**Comprehensive
                  loss:Loss
                  for the period
              
              
              —
              
              
              —
              
              
              —Net
                  unrealized gain
              
              
              —
              
              
              —
              
              
              —Comprehensive
                  loss
              
              
              —
              
              
              —
              
              
              —Exercise
                  of stock options
              
              
              854,100
              
              
              4
              
              
              —**BALANCE
                  AT DECEMBER 31, 2003**
              
              
              112,019,464
              
              
              594
              
              
              89,303**CHANGES
                  DURING 2004:**Comprehensive
                  loss:Net
                  loss
              
              
              —
              
              
              —
              
              
              —Net
                  unrealized loss
              
              
              —
              
              
              —
              
              
              —Comprehensive
                  loss
              
              
              —
              
              
              —
              
              
              —Non-employee
                  stock option compensation expenses
              
              
              —
              
              
              —
              
              
              32Exercise
                  of stock options
              
              
              50,000
              
              
              **
              
              
              19Issuance
                  of shares, net of $2,426
                share
                  issuance expenses
              
              
              56,009,732
              
              
              247
              
              
              15,183**BALANCE
                  AT DECEMBER 31, 2004**
              
              
              168,079,196
              
              
              841
              
              
              104,537**CHANGES
                  DURING 2005:**Comprehensive
                  loss - loss for the period
              
              
              —
              
              
              —
              
              
              —Non-employee
                  stock option compensation expenses
              
              
              —
              
              
              —
              
              
              45Employee
                  stock option compensation expenses
              
              
              —
              
              
              —
              
              
              2,718Exercise
                  of stock options
              
              
              3,786,825
              
              
              17
              
              
              1,494Issuance
                  of ordinary shares in respect of licenseand
                  purchases of assets (Note 3)
              
              
              1,314,420
              
              
              6
              
              
              1,385**BALANCE
                  AT DECEMBER 31, 2005**
              
              
              173,180,441
              
              
              864
              
              
              110,179
  **  Represents
        an amount less than $ 1,000.
  *The
        accompanying notes are an integral part of the financial
        statements.*
 
 F-8
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (continued)
 (in
        thousands of U.S. dollars, except share amounts)
  **Deficit****Accumulated**
              
              **accumulated****other**
              
              **during
                  the****comprehensive**
              
              **development****income
                  (loss)**
              
              **stage**
              
              **Total****BALANCE
                  AT DECEMBER 31, 2002**-brought
                  forward
              
              
              (48
              )
              
              (55,015
              )
              
              34,830**CHANGES
                  DURING 2003:**Comprehensive
                  loss:Loss
                  for the period
              
              
              —
              
              
              (14,288
              )
              
              (14,288
              )Net
                  unrealized gain
              
              
              62
              
              
              —
              
              
              62Comprehensive
                  loss
              
              
              62
              
              
              (14,288
              )
              
              (14,226
              )Exercise
                  of stock options
              
              
              —
              
              
              —
              
              
              4**BALANCE
                  AT DECEMBER 31, 2003**
              
              
              14
              
              
              (69,303
              )
              
              20,608**CHANGES
                  DURING 2004:**Comprehensive
                  loss:Loss
                  for the period
              
              
              —
              
              
              (16,473
              )
              
              (16,473
              )Net
                  unrealized loss
              
              
              (14
              )
              
              —
              
              
              (14
              )Comprehensive
                  loss
              
              
              (14
              )
              
              (16,473
              )
              
              (16,487
              )Non-employee
                  stock option expenses
              
              
              —
              
              
              —
              
              
              32Exercise
                  of stock options
              
              
              —
              
              
              —
              
              
              19Issuance
                  of shares, net of $2,426share
                  issuance expenses
              
              
              —
              
              
              —
              
              
              15,430**BALANCE
                  AT DECEMBER 31, 2004**
              
              
              —
              
              
              (85,776
              )
              
              19,602**CHANGES
                  DURING 2005:**Comprehensive
                  loss - loss for the period
              
              
              —
              
              
              (14,015
              )
              
              (14,015
              )Non-employee
                  stock option compensation expenses
              
              
              —
              
              
              —
              
              
              45Employee
                  stock option compensation expenses
              
              
              —
              
              
              —
              
              
              2,718Exercise
                  of stock options
              
              
              —
              
              
              —
              
              
              1,511Issuance
                  of ordinary shares in respect of licenseand
                  purchases of assets (Note 3)
              
              
              —
              
              
              —
              
              
              1,391**BALANCE
                  AT DECEMBER 31, 2005**
              
              
              —
              
              
              (99,791
              )
              
              11,252
 
 *The
        accompanying notes are an integral part of the financial
        statements.*
 
 F-9
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 (in
        thousands of U.S. dollars)
  **Period
                  from****March
                  9, 1993 (a)****Year
                  ended December 31**
              
              **to
                  December 31,****2005**
              
              **2004**
              
              **2003**
              
              **2005****CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Loss
                  for the period
              
              
              (14,015
              )
              
              (16,473
              )
              
              (14,288
              )
              
              (99,791
              )Adjustments
                    to reconcile loss to net cash used in operating
                    activities:Depreciation
                  and amortization
              
              
              242
              
              
              319
              
              
              440
              
              
              2,829Linkage
                  difference on restricted long-term deposits
              
              
              3
              
              
              —
              
              
              —
              
              
              3Acquisition
                  of in process research and development
              
              
              1,783
              
              
              —
              
              
              —
              
              
              1,783Loss
                  on disposal of property and equipment
              
              
              6
              
              
              1
              
              
              2
              
              
              18Increase
                    (decrease) in liability in respect of employeeseverance
                    obligations
              
              
              (159
              )
              
              30
              
              
              129
              
              
              1,228Impairment
                  charges
              
              
              26
              
              
              —
              
              
              354
              
              
              380Loss
                  (gain) from sales of available for sale securities
              
              
              —
              
              
              13
              
              
              (27
              )
              
              (410
              )Stock
                    based compensation expenses (employee and non-employee)
              
              
              2,763
              
              
              32
              
              
              —
              
              
              3,278Loss
                  (gain) on amounts funded in respect of employee severance pay
                  funds
              
              
              (6
              )
              
              (4
              )
              
              5
              
              
              (91
              )Changes
                  in operating assets and liabilities:Decrease
                  (increase) in accounts receivable - trade
              
              
              543
              
              
              (543
              )
              
              —
              
              
              —Decrease
                  (increase) in accounts receivable - other
              
              
              (125
              )
              
              400
              
              
              (440
              )
              
              (431
              )Increase
                  (decrease) in accounts payable and accruals
              
              
              (1,127
              )
              
              133
              
              
              499
              
              
              2,007Increase
                  (decrease) in deferred gain
              
              
              (400
              )
              
              1,597
              
              
              —
              
              
              1,197Net
                  cash used in operating activities
              
              
              (10,466
              )
              
              (14,495
              )
              
              (13,326
              )
              
              (88,000
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Decrease
                  in short-term deposits
              
              
              10,136
              
              
              7,193
              
              
              14,724
              
              
              —Restricted
                  long-term deposits, net
              
              
              —
              
              
              46
              
              
              (20
              )
              
              (113
              )Investment
                  in available for sale securities
              
              
              —
              
              
              —
              
              
              (71
              )
              
              (3,363
              )Proceeds
                  from sales of available for sale securities
              
              
              —
              
              
              722
              
              
              1,048
              
              
              3,773Employeeseverance
                  pay funds
              
              
              (50
              )
              
              (136
              )
              
              (112
              )
              
              (891
              )Purchase
                  of property and equipment
              
              
              (38
              )
              
              (180
              )
              
              (81
              )
              
              (4,021
              )Proceeds
                  from disposals of property and equipment
              
              
              27
              
              
              5
              
              
              2
              
              
              149Acquisition
                  in respect of license and purchase of assets
              
              
              (548
              )
              
              —
              
              
              —
              
              
              (548
              )Net
                  cash provided by (used in) investing activities
              
              
              9,527
              
              
              7,650
              
              
              15,490
              
              
              (5,014
              )
   F-10
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS (continued)
 (in
        thousands of U.S dollars)
  **Period
                  from****March
                  9, 1993 (a)****Year
                  ended December 31**
              
              **to
                  December 31,****2005**
              
              **2004**
              
              **2003**
              
              **2005****CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Issuance
                  of share capital - net of share issuance expenses
              
              
              —
              
              
              15,430
              
              
              —
              
              
              104,371Exercise
                  of share warrants and stock options
              
              
              1,511
              
              
              19
              
              
              4
              
              
              2,003Proceeds
                  from long-term debt
              
              
              —
              
              
              —
              
              
              —
              
              
              399Proceeds
                  from short-term debt
              
              
              —
              
              
              —
              
              
              —
              
              
              50Repayment
                  of long-term debt
              
              
              —
              
              
              —
              
              
              —
              
              
              (399
              )Repayment
                  of short-term debt
              
              
              —
              
              
              —
              
              
              —
              
              
              (50
              )Net
                  cash provided by financing activities
              
              
              1,511
              
              
              15,449
              
              
              4
              
              
              106,374**NET
                  INCREASE (DECREASE) IN CASH AND****CASH
                  EQUIVALENTS**
              
              
              572
              
              
              8,604
              
              
              2,168
              
              
              13,360**BALANCE
                    OF CASH AND CASH EQUIVALENTS AT**BEGINNING
                    OF PERIOD
              
              
              12,788
              
              
              4,184
              
              
              2,016
              
              
              —**BALANCE
                    OF CASH AND CASH EQUIVALENTS AT END OF
                    PERIOD**
              
              
              13,360
              
              
              12,788
              
              
              4,184
              
              
              13,360**Supplementary
                    information on investing and****f****inancing
                    activities not involving cash flows:**Issuance
                    of ordinary shares in respect oflicense,
                    and purchase of assets
              
              
              1,391
              
              
              —
              
              
              —
              
              
              1,391Conversion
                  of convertible subordinated debenture into shares
              
              
              —
              
              
              —
              
              
              —
              
              
              1,700**Supplemental
                  disclosures of cash flow information:**Income
                    taxes paid (mainly - tax advance in respect of excess
                    expenses)
              
              
              49
              
              
              107
              
              
              161
              
              
              321Interest
                  paid
              
              
              —
              
              
              —
              
              
              —
              
              
              350(a)Incorporation
                  date, see note 1a.
 
 *The
        accompanying notes are an integral part of the financial
        statements.*
  F-11
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 **NOTE
        1 - SIGNIFICANT ACCOUNTING POLICIES:**
 
 **a.**  **General:**
 1)
                XTL
                    Biopharmaceuticals Ltd. (“the Company”) was incorporated under the Israel
                    Companies Ordinance on March 9, 1993. The Company is a development
                    stage
                    company in accordance with Financial Accounting Standard (“FAS”) 7
                    “Accounting and Reporting by Development Stage Enterprises.”
                    
                    The
                      Company is a biopharmaceutical company engaged in the acquisition,
                      development and commercialization of pharmaceutical products
                      for the
                      treatment of infectious diseases, particularly the prevention
                      and
                      treatment of hepatitis B and C.
                    
                    The
                      Company licensed its product candidate HepeX-B to Cubist Pharmaceuticals,
                      Inc. (hereinafter “Cubist”) during 2004, see Notes 1k and 2 as to details
                      of the agreement.
                    
                    During
                      September 2005, the Company licensed perpetually from VivoQuest
                      Inc.
                      (“VivoQuest”), a US privately-held company which is a development stage
                      enterprise, exclusive worldwide rights to VivoQuest’s intellectual
                      property and technology, covering a proprietary compound library,
                      including VivoQuest’s lead hepatitis C compounds. In addition, the Company
                      also acquired from VivoQuest certain assets, see Note 3.
                    
                    The
                      Company has a wholly-owned subsidiary in the United States,
                      XTL
                      Biopharmaceuticals Inc. (“Subsidiary”), which was incorporated in 1999
                      under the law of the State of Delaware. The Subsidiary is primarily
                      engaged in development activities and business
                      development.
  2)
              The
                  consolidated financial statements of the Company are presented
                  on a going
                  concern basis, which contemplates the realization of assets and
                  satisfaction of liabilities in the normal course of business. The
                  Company
                  has experienced a significant loss from operations. For the year
                  ended
                  December 31, 2005, the Company incurred a net loss of $14 million
                  and had
                  an accumulated deficit of $100 million. These matters raise substantial
                  doubt about the Company’s ability to continue as a going concern.
                
                The
                  Company’s ability to continue as a going concern will depend upon its
                  ability to raise additional capital in the short term. The Company
                  is
                  actively pursuing raising additional capital to fund its operations
                  although there is no assurance that such capital will be available
                  to the
                  Company. Failure to secure additional capital or to expand its
                  revenue
                  base would result in the Company depleting its available funds
                  and not
                  being able to pay its obligations when they become due. The accompanying
                  consolidated financial statements do not include any adjustments
                  to
                  reflect the possible future effects on the recoverability and
                  classification of assets or the amountsand
                  classification of liabilities that may result from the possible
                  inability
                  of the Company to continue as a going
                  concern.
  3)
              The
                  consolidated financial statements are prepared in accordance with
                  generally accepted accounting principles in the United States (“US
                  GAAP”).
 
 4)
              The
                  preparation of the financial statements, in conformity with US
                  GAAP,
                  requires management to make estimates and assumptions that affect
                  the
                  reported amounts of assets and liabilities and the disclosure of
                  contingent assets and liabilities, at the date of the financial
                  statements, and the reported expenses during the reporting periods.
                  Actual
                  results may vary from these
                  estimates.
  F-12
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        1 - SIGNIFICANT ACCOUNTING POLICIES** (continued):
 
 **b.**  **Functional
        currency**
 
 The
        currency of the primary economic environment in which the operations of the
        Company are conducted is the U.S. dollar ("$" or "dollar").
 
 Most
        of
        the Company's expenses and revenues are incurred in dollars. A significant
        part
        of the Company's capital expenditures and most of its external financing
        is in
        dollars. The Company holds most of its cash, cash equivalents and bank deposits
        in dollars.
 
 Thus,
        the
        functional currency of the Company is dollar.
 
 Since
        the
        dollar is the primary currency in the economic environment in which the Company
        operates, monetary accounts maintained in currencies other than the dollar
        (principally cash and liabilities) are remeasured using the representative
        foreign exchange rate at the balance sheet date. Operational accounts and
        nonmonetary balance sheet accounts are measured and recorded at the rate
        in
        effect at the date of the transaction. The effects of foreign currency
        remeasurement are reported in current operations (as “financial income - net”)
        and have not been material to date.
 
 **c.**  **Principles
        of consolidation**
 
 The
        consolidated financial statements include the accounts of the Company and
        its
        wholly-owned subsidiary. All intercompany transactions and balances were
        eliminated in consolidation.
 
 **d.**  **Impairment
        of long-lived assets**
 
 Pursuant
        to FAS 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”
(“FAS 144”), long-lived assets, including certain intangible assets, to be
        held and used by an entity, are reviewed for impairment whenever events or
        changes in circumstances indicate that the carrying amount of the assets
        may not
        be recoverable. Under FAS 144, if the sum of the expected future cash flows
        (undiscounted and without interest charges) of the long-lived assets held
        and
        used is less than the carrying amount of such assets, an impairment loss
        would
        be recognized, and the assets are written down to their estimated fair values.
        Assets “held for sale” are reported at the lower of their carrying amount or
        fair value less estimated costs to sell. As to the impairment charges recognized
        by the Company, see Note 4b.
 
 **e.**  **Cash
        equivalents**
 
 Highly
        liquid investments, which include short-term bank deposits (up to three months
        from date of deposit), that are not restricted as to withdrawal or use, are
        considered by the Company to be cash equivalents.
  F-13
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        1 - SIGNIFICANT ACCOUNTING POLICIES** (continued):
 
 **f.**  **Marketable
        securities**
 
 Pursuant
        to FAS No. 115, "Accounting for Certain Investments in Debt and Equity
        Securities," the Company's investment in debt securities (mainly debentures)
        have been designated as available-for-sale. Available-for-sale securities
        are
        carried at fair value, which is determined based upon the quoted market prices
        of the securities, with unrealized gains and losses reported in accumulated
        other comprehensive income, a component of shareholders' equity. Realized
        gains
        and losses and declines in value judged to be other than temporary on
        available-for-sale securities are included in “financial income, net.” The
        Company viewed its available-for-sale portfolio as available for use in its
        current operations. Interest, premium and discount amortization, and dividends
        on securities classified as available-for-sale are included in “financial
        income, net”. As of December 31, 2005 and 2004, the Company did not have any
        available for sale securities.
 
 **g.**  **Property
        and equipment**
 
 These
        assets are carried at cost less depreciation, amortization and impairment
        charges. Depreciation is computed using the straight-line method over the
        estimated useful life of the assets.
 
 Annual
        rates of depreciation are as follows:
 
 **%**Laboratory
                  equipment
              10-20(mainly
                  15)Computers
              33Furniture
                  and office equipment
              6-15
 
  Leasehold
        improvements are amortized by the straight-line method over the term of the
        lease, which is shorter than the estimated useful life of the
        improvements.
 
 **h.** **Intangible
            assets**
 
 Intangible
        assets consist of the assembled workforce in respect of the license and purchase
        of certain assets from VivoQuest Inc. (see Note 3). The intangible assets
        are
        amortized using the straight- line method over its estimated useful life
        of 3
        years.
 
 **i.**  **Deferred
        income taxes**
 
  Deferred
        taxes are determined utilizing the asset and liability method based on the
        estimated future tax effects of differences between the financial accounting
        and
        tax basis of assets and liabilities under the applicable tax laws. Deferred
        tax
        balances are computed using the tax rates expected to be in effect when these
        differences reversed. Valuation allowances are provided if, based upon the
        weight of available evidence, it is more likely than not that some or all
        of the
        deferred tax assets will not be realized.
  Paragraph
        9(f) of FAS 109, “Accounting for Income Taxes,” prohibits the recognition
        of deferred tax liabilities or assets that arise from differences between
        the
        financial reporting and tax basis of assets and liabilities that are measured
        from the local currency into dollars using historical exchange rates, and
        that
        result from changes in exchange rates or indexing for tax purposes.
        Consequently, the abovementioned differences were not reflected in the
        computation of deferred tax assets and liabilities.
  F-14
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        1 - SIGNIFICANT ACCOUNTING POLICIES** (continued):
 
 **j.**  **Research
        and development costs and participations**
 
 Research
        and development costs are expensed as they are incurred and consist primarily
        of
        salaries and related personnel costs, fees paid to consultants and other
        third-parties for clinical and laboratory development, facilities-related
        and
        other expenses relating to the design, development, testing, and enhancement
        of
        product candidates.
 
 Participations
        from government (and from others) for development of approved projects are
        recognized as a reduction of expense as the related costs are incurred (see
        Note
        7).
 
 In
        connection with purchase of assets, amounts assigned to intangible assets
        to be
        used in a particular research and development project that have not reached
        technological feasibility and have no alternative future use are charged
        to in-
        process research and development costs at the purchase date.
  **k.**  **Revenue
        recognition**
 
 The
        Company recognizes the revenue from the licensing agreement with Cubist (see
        Note 2) under the provisions of the EITF 00-21 “Revenue Arrangements with
        Multiple Deliverables” and SAB 104 “Revenue Recognition.” Under those
        pronouncements, companies are required to allocate revenues from
        multiple-element arrangements to the different elements based on sufficient
        objective and reliable evidence of fair value. Since the Company does not
        have
        the ability to determine the fair value of each unit of accounting, the
        agreement was accounted for as one unit of accounting, after failing the
        separation criteria, and the Company recognizes each payment on the
        abovementioned agreement ratably over the expected life of the
        arrangement.
 
 In
        addition, through 2005, Cubist had requested that the Company provide
        development services to be reimbursed by Cubist. As required by EITF 01-14
        “Income Statement Characterization of Reimbursements Received for
        "Out-of-Pocket" Expenses Incurred,” amounts paid by the Company, as a principal,
        are included in the cost of revenues as reimbursable out-of-pocket expenses,
        and
        the reimbursements the Company receives as a principal are reported as
        reimbursed out-of-pocket revenues.
 
 **l.**  **Business
        development costs**
 
 Costs
        associated with business development are comprised of costs related to
        partnering activities for the Company’s drug programs and for seeking new
        development collaborations. Business development expenses are expensed as
        incurred.
  F-15
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        1 - SIGNIFICANT ACCOUNTING POLICIES** (continued):
 
 **m.**  **Loss
        per share (“LPS”)**
 
 Basic
        and
        diluted losses per share are presented in accordance with FAS No. 128 “Earnings
        per share” (“FAS 128”), for all the years presented. Outstanding share options,
        and warrants have been excluded from the calculation of the diluted loss
        per
        share because all such securities are antidilutive for all the years presented.
        The total weighted average number of ordinary shares related to outstanding
        options and warrants excluded from the calculations of diluted loss per share
        were 20,807,875, 18,187,062 and 17,721,724 for the years ended December 31,
        2005, 2004 and 2003, respectively.
 
 **n** .  **Comprehensive
        loss**
 
 Comprehensive
        loss, included in shareholders' equity, consists of the loss for each period
        presented, and for the years ended December 31, 2004 and 2003, also includes
        the
        net unrealized gains or losses on available for sale marketable
        securities.
 
 **o** .  **Stock-
        based compensation**
 
 Prior
        to
        January 1, 2005, the Company accounted for employee stock-based compensation
        under the intrinsic value model in accordance with Accounting Principles
        Board
        Opinion No. 25 - “Accounting for Stock Issued to Employees” (“APB 25”) and
        related interpretations. Under APB 25, compensation expense is based on the
        difference, if any, on the date of the grant, between the fair value of the
        Company’s ordinary shares and the exercise price. When the number of the
        underlying shares or the exercise price is not known at the grant date, the
        Company updated, at each period, the compensation expenses until such data
        becomes known. In addition, in accordance with FAS 123 No. “Accounting for
        Stock-Based Compensation” (“FAS 123”), which was issued by the Financial
        Accounting Standards Board ("FASB"), the Company disclosed pro forma data
        assuming it had accounted for employee share option grants using the fair
        value-based method defined in FAS 123.
 
 In
        December 2004, the FASB issued the revised FAS No. 123R “Share - Based Payment”
(“FAS 123R”), which addresses the accounting for share-based payment
        transactions in which a company obtains employee services in exchange for
        (a)
        equity instruments of a company or (b) liabilities that are based on the
        fair
        value of a company’s equity instruments or that may be settled by the issuance
        of such equity instruments. In March 2005, the SEC issued Staff Accounting
        Bulletin No. 107 (“SAB 107”) regarding the SEC's interpretation of FAS
        123R.
 
 FAS
        123R
        eliminates the ability to account for employee share-based payment transactions
        using APB 25, and requires instead that such transactions be accounted for
        using
        the grant-date fair value based method. FAS 123R is effective as of the annual
        reporting period that begins after June 15, 2005. Early adoption of FAS
        123R is encouraged. FAS 123R applies to all awards granted or modified after
        the
        effective date of the standard. In addition, compensation cost for the unvested
        portion of previously granted awards that remain outstanding on the effective
        date shall be recognized on or after the effective date, as the related services
        are rendered, based on the awards’ grant-date fair value as previously
        calculated for the pro-forma disclosure under FAS 123.
 
 The
        Company implemented early adoption of FAS 123R, as of January 1, 2005, using
        the
        modified prospective application transition method, as permitted by FAS 123R.
        Under such transition method, the Company’s financial statements for periods
        prior to the effective date of FAS 123R (January 1, 2005) have not been
        restated. As a result of the early adoption, the Company reduced the deferred
        share-based compensation against the additional paid in capital.
 
 F-16
 **XTL
        BIOPHARMACEUTICALS LTD.**
  NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        1 - SIGNIFICANT ACCOUNTING POLICIES** (continued):
 
 The
        fair
        value of stock
        options granted
        with service conditions, was determined using the Black-Scholes valuation
        model,
        which is consistent with the Company’s valuation techniques previously utilized
        for options in footnote disclosures required under FAS 123, as amended by
        FAS
        No. 148, “Accounting for Stock-Based Compensation - Transition and
        Disclosure.” Such value is recognized as an expense over the service period, net
        of estimated forfeitures, using the straight-line method under FAS 123R.
        The
        fair value of stock options granted with market conditions, was determined
        using
        a lattice model that incorporated a Monte Carlo Simulation method. Such value
        is
        recognized as an expense using the graded method under FAS123R.
 
 The
        estimation of stock awards that will ultimately vest requires significant
        judgment, and to the extent actual results or updated estimates differ from
        the
        Company’s current estimates, such amounts will be recorded as a cumulative
        adjustment in the period those estimates are revised. The Company considers
        many
        factors when estimating expected forfeitures, including types of awards,
        employee class, and historical experience. Actual results, and future changes
        in
        estimates, may differ substantially from the Company’s current estimates.
 
 Both
        the
        Black-Scholes model and a lattice model incorporating the Monte Carlo simulation
        method, take into account a number of valuation parameters, see also Note
        6.
 
 The
        application of FAS 123R had the following effect on reported amounts, for
        the
        year ended December 31, 2005, relative to amounts that would have been reported
        using the intrinsic value method under previous accounting ($ in thousands,
        except per share amounts):
  ****Using
                  previous****
                ****accounting****
              **Impact
                  of the adoption of**
                **FAS
                  123R**
              **As**
                  **reported**Loss
                for the year
              12,130
              1,885
              14,015Basic
                and diluted loss per ordinary share
              (0.07)
              
              (0.08)
 
 F-17
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        1 - SIGNIFICANT ACCOUNTING POLICIES** (continued):
 
 The
        following table illustrates the effect on loss and loss per share assuming
        the
        Company had applied the fair value recognition provisions of FAS 123 to its
        stock-based employee compensation, for years presented prior to the adoption
        of
        FAS 123R:
  **Period
                  from****March
                  9, 1993*****Year
                  ended December 31**
              
              **to
                  December 31,****2004**
              
              **2003**
              
              **2004****($
                  in thousands except per share amounts)**Loss
                  for the period, as reported
              
              
              16,473
              
              
              14,288
              
              
              85,776Deduct:
                  stock- based employeecompensation
                  expense,included
                  in reported loss
              
              
              —
              
              
              —
              
              
              (483
              )Add:
                  stock-based employeecompensation
                  expensedetermined
                  under fair valuemethod
                  for all awards
              
              
              239
              
              
              821
              
              
              6,355Loss
                  - pro-forma
              
              
              16,712
              
              
              15,109
              
              
              91,648
 Basic
                  and diluted loss per share:As
                  reported
              
              
              0.12
              
              
              0.13Pro-forma
              
              
              0.12
              
              
              0.14
  *
        Incorporation date, see note 1a.
   The
        Company accounts for equity instruments issued to third party service providers
        (non - employees) in accordance with the fair value method prescribed by
        FAS123,
        and as of January 1, 2005, by FAS 123R, and the provisions Emerging Issues
        Task
        Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to
        Other Than Employees for Acquiring, or in Conjunction with Selling Goods
        or
        Services” (“EITF 96-18”). See note 6 b (3).
  F-18
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        1 - SIGNIFICANT ACCOUNTING POLICIES** (continued):
 
 **p.**  **Recently
        issued accounting pronouncements in the United States:**
 
 FAS
        No.153 “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No.
        29”
 
 In
        December 2004, the FASB issued FAS No. 153 “Exchanges of Nonmonetary Assets - An
        Amendment of APB Opinion No. 29” (‘FAS 153”).  FAS 153 amends APB Opinion
        No. 29 “Accounting for Nonmonetary Transactions” (“APB 29”). The amendments made
        by FAS 153 are based on the principle that exchanges of nonmonetary assets
        should be measured based on the fair value of the assets exchanged. Further,
        the
        amendments eliminate the exception for nonmonetary exchanges of similar
        productive assets and replace it with a general exception for exchanges of
        nonmonetary assets that do not have commercial substance. The provisions
        in FAS
        153 are effective for nonmonetary asset exchanges occurring in fiscal periods
        beginning after December 15, 2005 (January 1, 2006 for the Company).  Early
        application of the FAS 153 is permitted. The provisions of this Statement
        shall
        be applied prospectively. The Company does not expect the adoption of FAS
        153 to have a material effect on its financial statements or its results
        of
        operations.
 
 FAS
        No.
        154 “Accounting Changes and Error Corrections - a replacement of APB Opinion No.
        20 and FASB Statement No. 3”
 
 In
        May
        2005, the FASB issued FAS No. 154 "Accounting Changes and Error Corrections
        - a
        replacement of APB Opinion No. 20 (“APB 20”) and FASB Statement No. 3". FAS 154
        generally requires retrospective application to prior periods' financial
        statements of changes in accounting principle. Previously, APB 20 required
        that
        most voluntary changes in accounting principle were recognized by including
        the
        cumulative effect of changing to the new accounting principle in the net
        income
        of the period of the change. FAS 154 applies to all voluntary changes in
        accounting principle. It also applies to changes required by an accounting
        pronouncement in the unusual instance that the pronouncement does not include
        specific transition provisions. When a pronouncement includes specific
        transition provisions, those provisions should be followed. FAS 154 shall
        be
        effective for accounting changes and corrections of errors made in fiscal
        years
        beginning after December15, 2005 (January 1, 2006 for the Company). The Company
        does not expect the adoption of this statement will have a material impact
        on
        its financial statements or its results of operations.
 
 **q.**  **Reclassifications**
  Certain
        comparative figures have been reclassified to conform to the current year
        presentation.
  F-19
  **XTL
          BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        2 - LICENSE AGREEMENT WITH CUBIST**
 
 The
        Company entered into a licensing agreement with Cubist in June 2004, under
        which
        the Company granted to Cubist an exclusive, worldwide license (with the right
        to
        sub-license) to commercialize HepeX-B and any other product containing an
        hMAb,
        or humanized monoclonal antibody, or fragment directed at the hepatitis B
        virus
        owned or controlled by the Company. See Note 1k for the revenue recognition
        treatment.
  In
        August
        2005, the Company amended its licensing agreement with Cubist. Under the
        terms
        of the agreement, as amended, Cubist paid the Company an initial up front
        nonrefundable payment of $1 million upon the signing of the agreement, and
        a
        payment of $1 million (out of which $454,000 and $185,000 was recorded as
        revenue in the years ended December 31, 2005 and 2004, respectively) as
        collaboration support paid in 2004 (instead of a total of $2 million to be
        paid
        in installments through 2005, as per the original agreement). Furthermore
        under
        the terms of the agreement, as amended, Cubist shall make a payment in the
        amount of $3 million upon achievement of certain regulatory milestones until
        the
        end of 2007 or an amount of $2 million upon achievement of the same certain
        regulatory milestones until the end of 2008. Under this agreement, as amended,
        the Company was responsible for certain clinical and product development
        activities of HepeX-B through August 2005, at the expense of Cubist. The
        Company
        has transferred full responsibility for completing the development of HepeX-B
        to
        Cubist. Cubist will be responsible for completing the development and for
        registration and commercialization of the product worldwide.
  F-20
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        2 - LICENSE AGREEMENT WITH CUBIST** (continued):
 
 The
        Company accounts for the payments resulting from the agreement, as follows
        (i)
        the $1 million up-front fee and the collaboration support payments are recorded
        as deferred revenue upon receipt, and amortized through 2008 or date regulatory
        approval are reached, if earlier, and (ii) the milestone contingent payments
        will be recorded as revenue when regulatory approval milestones are
        obtained.
 
 Under
        the
        agreement, the Company is entitled to receive royalties from net sales by
        Cubist, if any, generally ranging from 10% to 17%, depending on levels of
        net
        sales achieved by Cubist, subject to certain deductions based on patent
        protection of HepeX-B in that territory, total cost of HepeX-B development,
        third party license payments and indemnification obligations.
 
 The
        agreement expires on the later of the last valid patent claim covering Hepex-B
        to expire, or 10 years after the first commercial sale of HepeX-B on a
        country-by-country basis.
 
 U nder
        a
        research and license agreement with Yeda (see Note 7a(1)), the Company paid
        during 2004, $250,000 with respect to the $1 million up front fee received
        in
        June 2004, out of which $54,000 and $32,000 was recorded as cost of revenues
        in
        2005 and 2004, respectively.
 
 The
        balance of the deferred gain, related to the revenue from Cubist, as of December
        31, 2004 and 2005, was presented in the balance sheet, net of the above
        mentioned payment, as follows:
 
 **December
                  31,****2005**
              
              **2004****($
                  in thousands)**Deferred
                  revenue
              
              
              1,361
              
              
              1,815Less
                  - Deferred expenses related to Yeda
              
              
              164
              
              
              218Deferred
                  gain
              
              
              1,197
              
              
              1,597
 
 For
        the
        commitment to the Government of Israel, related to the transfer of manufacturing
        rights of the Company’s HepeX-B product candidate, under the terms of the
        agreement with Cubist, see Note 7a(2).
  F-21
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        3 - LICENSE AND ASSET PURCHASE AGREEMENT WITH VIVOQUEST**
 
 During
        September 2005, the Company licensed perpetually from VivoQuest Inc.
        (“VivoQuest”), a US privately-held company, which is a development stage
        enterprise, exclusive worldwide rights to VivoQuest’s intellectual property and
        technology, covering a proprietary compound library, including VivoQuest’s lead
        hepatitis C compounds. In addition, the Company acquired from VivoQuest certain
        assets, including VivoQuest’s laboratory equipment, assumed VivoQuest’s lease of
        its laboratory space and certain research and development employees. The
        Company
        executed this transaction in order to broaden its pipeline and strengthen
        its
        franchise in infectious diseases.
 
 In
        connection with the VivoQuest transaction (the “Transaction”):
  (1)
              the
                  Company issued the fair value equivalent of $1,391,000 of its ordinary
                  shares for a total of 1,314,420 ordinary shares (calculated based
                  upon the
                  average of the closing prices per share for the period commencing
                  two days
                  before, and ending two days after the closing of the transaction),
                  made
                  cash payments of approximately $400,000 to cover VivoQuest’s operating
                  expenses prior to the closing of the Transaction, and incurred
                  $148,000 in
                  direct expenses associated with the
                  Transaction;
  (2)
              the
                  Company agreed to make additional contingent milestone payments
                  triggered
                  by certain regulatory and sales targets, totaling up to $34.6 million,
                  $25.0 million of which will be due upon or following regulatory
                  approval
                  or actual product sales, and are payable in cash or ordinary shares
                  at the
                  Company’s election. No contingent consideration has been paid pursuant
                  to
                  the license agreement as of the balance sheet date, because none
                  of the
                  milestones have been achieved. The contingent consideration will
                  be
                  recorded as part of the acquisition costs in the future; and
 
 (3)
              the
                  Company agreed to make royalty payments on future product
                  sales.
 
 As
        VivoQuest is a development stage enterprise that had not yet commenced its
        planned principal operations, the Company accounted for the Transaction as
        an
        acquisition of assets pursuant to the provisions of FAS No. 142 “Goodwill and
        Other Intangible Assets.” Accordingly, the purchase price was allocated to the
        individual assets acquired, based on their relative fair values, and no goodwill
        was recorded.
 
 The
        purchase price consisted of:
 
 **($
                  in thousands)**Fair
                  value of the Company’s ordinary shares
              
              
              1,391Cash
                  consideration paid
              
              
              400Direct
                  expenses associated with the Transaction
              
              
              148Total
                  purchase price
              
              
              1,939
  F-22
  **XTL
          BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        3 - LICENSE AND ASSET PURCHASE AGREEMENT WITH VIVOQUEST** (continued):
 
 The
        tangible and intangible assets acquired consisted of the following:
 
 **($
                  in thousands)**Tangible
                  assets acquired - property and equipment
              
              
              113Intangible
                  assets acquired:In-process
                  research and development
              
              
              1,783Assembled
                  workforce
              
              
              43Total
                  intangible assets acquired
              
              
              1,826Total
                  tangible and intangible assets acquired
              
              
              1,939
 
 The
        fair
        value of the in-process research and development acquired was estimated by
        management with the assistance of an independent third-party appraiser, using
        the ”income approach.” In the income approach, fair value is dependent on the
        present value of future economic benefits to be derived from ownership of
        an
        asset. Central to this approach is an analysis of the earnings potential
        represented by an asset and of the underlying risks associated with obtaining
        those earnings. Fair value is calculated by discounting future net cash flows
        available for distribution to their present value at a rate of return, which
        reflects the time value of money and business risk. In order to apply this
        approach, the expected cash flow approach was used. Expected cash flow is
        measured as the sum of the average, or mean, probability-weighted amounts
        in a
        range of estimated cash flows. The expected cash flow approach focuses on
        the
        amount and timing of estimated cash flows and their relative probability
        of
        occurrence under different scenarios. The probability weighted expected cash
        flow estimates are discounted to their present value using the risk free
        rate of
        return, since the business risk is incorporated in adjusting the projected
        cash
        flows to the probabilities for each scenario. The risk-free discount rate
        assumed for the valuation of the license to the intellectual property is
        4.6%,
        based upon the yields on long-term U.S. treasury securities, as of the valuation
        date.
  The
        fair
        value of the assembled workforce acquired was estimated by management with
        the
        assistance of an independent third-party appraiser, based upon the cost
        approach. The cost approach measures the fair- value based on the cost of
        reproducing or replacing an asset, less depreciation and amortization from
        physical deterioration and functional or economic obsolescence, if present
        and
        measurable. According to this approach, the estimated fair-value of the
        assembled workforce is based on the cost of replacing VivoQuest’s key employees,
        which were hired by the Company as a part of Transaction.
  The
        amount allocated to in-process research and development represents the relative
        fair value of purchased in-process research and development that, as of the
        transaction date, have not reached technological feasibility and have no
        proven
        alternative future use. Accordingly, they were charged in the consolidated
        statement of operations as “in- process research and development
        costs.”
  The
        assembled workforce that was acquired is being amortized using the straight-line
        method over its estimated useful life of three years, and is classified as
        “intangible assets” on the Company’s balance sheet.
  F-23
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        3 - LICENSE AND ASSET PURCHASE AGREEMENT WITH VIVOQUEST** (continued):
 
 For
        the
        year ended December 31, 2005, amortization of the assembled workforce was
        $4,000. Estimated amortization expenses of the assembled workforce for future
        years subsequent to December 31, 2005 are $14,000 for 2006 and 2007, and
        $11,000 for 2008.
  **NOTE
        4 - PROPERTY AND EQUIPMENT:**
  **a.**
                Composition
                    of the assets, grouped by major classifications, is as
                    follows:
 **December
                  31****2005**
              
              **2004****($
                  in thousands)****Property
                  and equipment****Cost:**Laboratory
                  equipment
              
              
              1,960
              
              
              1,828Computers
              
              
              232
              
              
              517Leasehold
                  improvements
              
              
              698
              
              
              698Furniture
                  and office equipment
              
              
              238
              
              
              2693,128
              
              
              3,312**Accumulated
                  depreciation and amortization:**Laboratory
                  equipment
              
              
              1,333
              
              
              1,120Computers
              
              
              217
              
              
              488Leasehold
                  improvements
              
              
              697
              
              
              691Furniture
                  and office equipment
              
              
              119
              
              
              1052,366
              
              
              2,404762
              
              
              908
 
 **b.**
              Under
                  the provisions of FAS 144, the Company’s management reviewed the carrying
                  value of certain laboratory equipment, and recorded an impairment
                  charge
                  in an amount of $ 26,000 in 2005. See Note 9.
                
                During
                  2003, the Company’s management determined to put on hold early-stage
                  research activities, and consequently, to sell an asset used in
                  one of
                  these activities. Under the provisions of FAS 144, the Company’s
                  management reviewed the carrying value of this asset (original
                  cost
                  $ 415,000, depreciated amount - $ 354,000) and determined to
                  write it off. An impairment charge in an amount of $ 354,000 was
                  recorded.
 
 
 **c.**
              Depreciation
                  totaled $ 238,000, $ 319,000 and $ 440,000 for the years ended
                  December
                  31, 2005, 2004 and 2003,
                  respectively.
  F-24
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        5 -** **EMPLOYEE
        SEVERANCE OBLIGATIONS** **:**
 
 **a.**
              **The
                  Company**
 
 Israeli
        labor law generally requires payment of severance upon dismissal of an employee
        or upon termination of employment in certain other circumstances. The following
        principal plans relate to the Company:
 
 1)
              On
                  June 30, 2001, the Company entered into an agreement with each
                  employee
                  implementing Section 14 of the Severance Compensation Act, 1963
                  (the
                  “Law”) and the General Approval of the Labor Minister issued in accordance
                  to the said Section 14, mandating that upon termination of such
                  employee’s
                  employment, the Company shall release to the employee all the amounts
                  accrued in its insurance policies. Accordingly, the Company remits
                  each
                  month to each of its employee’s insurance policy, the amounts required by
                  the law to cover the severance pay liability.
                
                The
                  employee severance obligations covered by these contribution plans
                  are not
                  reflected in the financial statements, as the severance payment
                  obligation
                  has been irrevocably transferred to the severance
                  funds.
 
 
 2)
              Insurance
                  policies for certain employees (senior managers): the policies
                  provide
                  most of the coverage for severance pay and pension liabilities
                  of
                  managerial personnel, the remainder of the liabilities are covered
                  by the
                  Company.
                
                The
                    Company has recorded an employee severance obligation for the
                    amount that
                    would be paid if all those employees were dismissed at the balance
                    sheet
                    date, on an undiscounted basis, in accordance with Israeli labor
                    law. This
                    liability is computed based upon the number of years of service
                    multiplied
                    by the latest monthly salary. The amount of accrued severance
                    represents
                    the Company’s severance obligation in accordance with labor agreements in
                    force and based on salary components, which in management’s opinion,
                    create an entitlement to severance.
                  
                  The
                    Company may only utilize the severance pay funds in the insurance
                    policies
                    for the purpose of disbursement of
                    severance.
  **b.**
              **The
                  Subsidiary**
                
                The
                  Subsidiary’s severance obligation is calculated based on the employment
                  agreements between the Subsidiary and its employees.
 **c.**
                **Severance
                    expenses**
                    
                    Severance
                      expenses (income) totaled $ (159,000), $ 30,000 and $ 129,000
                      for the
                      years ended December 31, 2005, 2004 and 2003, respectively.
                    
                    Loss
                      (gain) on employee severance pay funds in respect of employee
                      severance
                      obligations totaled $(6,000), $(4,000), and $5,000 for the
                      years ended
                      December 31, 2005, 2004 and 2003, respectively.
  F-25
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        5 - EMPLOYEE RIGHTS UPON RETIREMENT** (continued) **:**
 
 **d.**
              **Cash
                  flow information regarding the Company’s liability for employee rights
                  upon retirement:**
 
 1)
              The
                  Company contributed in 2005, 2004 and 2003 to the insurance companies,
                  in
                  respect to its severance obligations to Israeli employees, $166,000,
                  $276,000 and $348,000, respectively, and expects to contribute,
                  in 2006, $
                  90,000 to the insurance companies in respect to its severance obligations
                  to Israeli employees.
 
 2)
              The
                  Company expects to pay future benefits to certain employees who
                  will reach
                  retirement, as follows:
   **($
                  in thousands)**2010
              92011-2015
              5968
 
 The
        above
        amounts were determined based on the employees’ current salary of the employees
        and the number of service years that will be accumulated upon their retirement
        date. These amounts do not include amounts that might be paid to employees
        that
        will cease being employed by the Company prior to the normal retirement age.
  **NOTE
        6 - SHAREHOLDERS’ EQUITY:**
 **a.**
                **Share
                    Capital**
                  
                  As
                      of December 31, 2005, the Company’s ordinary shares are traded on the
                      London Stock Exchange (“LSE”) and on the Tel Aviv Stock Exchange (“TASE”).
                      The closing price per share, as of December 31, 2005 was 45p
                      on the LSE
                      ($0.78) and NIS 3.64 on the TASE ($0.79). In addition, the
                      Company’sADRs
                      trade on the Nasdaq National Market, with each ADR representing
                      ten
                      ordinary shares. The closing price of the Company’s ADRs, as of December
                      31, 2005, was $7.74
                    
                    On
                      September 20, 2000 the Company completed an IPO, as result
                      of which
                      20,900,000 ordinary shares of NIS 0.02 each have been issued.
                      The proceeds
                      of the issuance of shares in the amount of ₤ 31.3 million (before
                      deduction of share issue expenses) were received as $ 44.7
                      million. The
                      underwriters of the IPO were granted an over-allotment option.
                      Accordingly, on October 26, 2000, the Company issued 2,850,000
                      Ordinary
                      Shares of NIS 0.02 for a consideration of $ 6.2 million (before
                      deduction
                      of share issue expenses) at the price of ₤ 1.5 per share or $2.1 per share
                      (the IPO price) to meet over-allotments in connection with
                      the
                      placing.
                    
                    On
                      August 2, 2004, the Company completed a Placing and Open Offer
                      for new
                      ordinary shares, as result of which 56,009,732 Ordinary shares
                      of NIS 0.02
                      each have been issued. The gross proceeds of the issuance of
                      shares
                      amounted to ₤9.8 million - $17.8 million (approximately ₤8.5 million -
                      $15.4 million, net of issuance costs).
                    
                    On
                      September 21, 2005, the Company issued to VivoQuest Inc. the
                      fair value
                      equivalent of $1,391,000 of its ordinary shares for a total
                      of 1,314,420
                      ordinary shares (see Note 3).
  F-26
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        6 - SHAREHOLDERS’ EQUITY** (continued) **:**
 **b.**
                **Stock
                    Option Plans:**
 1)
              The
                  Company maintains the following share option plans for its employees,
                  directors and consultants.
                  
                  The
                    Company’s board of directors administers its share option plans and has
                    the authority to designate all terms of the options granted under
                    the
                    Company’s plans including the grantees, exercise prices, grant dates,
                    vesting schedules and expiration dates, which may be no more
                    than ten
                    years after the grant date.
                  
                  As
                    of December 31, 2005, the Company has granted to employees, directors
                    and
                    consultants options that are outstanding to purchase up to 24,793,975
                    ordinary shares, under the five share option plans discussed
                    below and
                    pursuant to certain grants apart from these plans also discussed
                    below.
  (a)
              1998
                  Share Option Plan
                
                Under
                  a share option plan established in 1998, (“the 1998 Plan”), the Company
                  granted options to employees during 1998, which are held by a trustee
                  under section 3(i) of the Israeli tax ordinance, of which 3,884,810
                  are
                  outstanding and exercisable as of December 31, 2005 at an exercise
                  price
                  per share of $0.497.
                
                The
                  option term is for a period of 10 years from grant date. If the
                  options
                  are not exercised and the shares not paid for by such date, all
                  interests
                  and rights of any grantee shall expire. These options were granted
                  for no
                  consideration. There are no options available for grant from this
                  plan.
 
 
 (b)
              1999
                  Share Option Plan
                
                Under
                  a share option plan established in 1999, (“the 1999 Plan”), the Company
                  granted options to employees during 1999, which are held by a trustee
                  under section 3(i) of the Tax Ordinance, of which 955,920 are outstanding
                  and exercisable as of December 31, 2005, at an exercise price of
                  $0.497.
                
                The
                  option term is for a period of 10 years from grant date. If the
                  options
                  are not exercised and the shares not paid for by such date, all
                  interests
                  and rights of any grantee shall expire. These options were granted
                  for no
                  consideration. There are no options available for grant from this
                  plan.
 
 
 (c)
              1999
                  International Share Option Plan
                
                Under
                  an international share option plan established in 1999, (“the
                  International Plan”), the Company granted options to employees during 1999
                  and 2000, of which 1,380,000 are outstanding and exercisable as
                  of
                  December 31, 2005, at an exercise price between $0.497 and $1.10.
 
 F-27
  **XTL
          BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        6 - SHAREHOLDERS’ EQUITY** (continued) **:**
  The
                    options granted thereunder are outstanding and exercisable until
                    October
                    2007. If the options are not exercised and the shares are not
                    paid for by
                    such date, all interests and rights of any grantee shall expire.
                    These
                    options were granted for no consideration. There are no options
                    available
                    for grant from this plan.
  (d)
                2000
                      Share Option Plan
                    
                    Under
                      a share option plan established in 2000, (“the 2000 Plan”), the Company
                      granted options to employees during 2000, which are held by
                      a trustee
                      under section 3(i) of the Tax Ordinance, of which 855,300 are
                      outstanding
                      and exercisable as of December 31, 2005, at an exercise price
                      of $1.10.
                    
                    The
                      option term is for a period of 10 years from grant date. If
                      the options
                      are not exercised and the shares not paid for by such date,
                      all interests
                      and rights of any grantee shall expire. These options were
                      granted for no
                      consideration. There are no options available for grant from
                      this plan.
 (e)
                2001
                    Share Option Plan
                    
                    Under
                      a share option plan established in 2001, (“the 2001 Plan”), the Company
                      granted options to employeesduring
                      2001-2004,
                      including directors, according to which up to 11,000,000 options
                      were
                      available to be granted, of which 2,703,485 are outstanding
                      as of December
                      31, 2005, at an exercise price per share between $0.106 and
                      $0.931.These
                      options were granted in accordance with section 102 of the
                      Tax Ordinance,
                      under the capital gains option set out in section 102(b)(2)
                      of the
                      ordinance.
                    
                    The
                      option term is for a period of 10 years from grant date.The options were granted for no consideration. The options
                      vest over a
                      four year period, with vesting occurring on the 2nd, 3rd and
                      4th
                      anniversary from the grant date, and in addition, the lock
                      up period of
                      the options is for two years from the date of grant. Compensation
                      expenses
                      are calculated based on the straight line method. As of December
                      31, 2005,
                      2,316,820 options are fully vested. As of December 31, 2005,
                      the remaining
                      number of options available for future grants in this pool
                      is 7,919,960.
 
 (f)
                Non-Plan
                      Share Options
                    
                    In
                      addition to the options granted under the Company’s share option plans,
                      there are 15,014,460 outstanding options, and 7,224,460 exercisable
                      options, as of December 31, 2005, which were granted by the
                      Company to
                      employees, directors and consultants not under an option planduring
                      1997-2005.
                      The options were granted at an exercise price per share between
                      $0.20 and
                      $2.11. The options expire between 2007 and 2015. The options
                      which were
                      granted during 2005, are from theNon-Plan
                      Share Options, see 2(a) and 2(b) below for the term of the
                      options.
  F-28
  **XTL
          BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        6 - SHAREHOLDERS’ EQUITY** (continued) **:**
 2)
                The
                    following table summarizes options granted to employees and directors
                    under the Company's stock option plans, as discussed
                    above:
  **Year
                  ended December 31****2005**
              
              **2004**
              
              **2003****Weighted**
              
              
              
              **Weighted**
              
              
              
              **Weighted****Average**
              
              
              
              **average**
              
              
              
              **average****Number**
              
              **exercise
                  price**
              
              **Number**
              
              **exercise
                  price**
              
              **Number**
              
              **exercise
                  price**$
              
              
              
              $
              
              
              
              **$**Balance
                  outstanding atbeginning
                  of year
              
              
              17,805,661
              
              
              0.69
              
              
              17,552,661
              
              
              0.69
              
              
              19,891,823
              
              
              0.71Changes
                  during the year:Granted
                  *
              
              
              11,370,000
              
              
              0.36
              
              
              432,000
              
              
              0.33
              
              
              824,900
              
              
              0.13Exercised
                  **
              
              
              (3,786,825
              )
              
              0.40
              
              
              (50,000
              )
              
              0.37
              
              
              (854,100
              )
              
              0.01Expired
                  and forfeited
              
              
              (1,119,861
              )
              
              0.47
              
              
              (129,000
              )
              
              0.68
              
              
              (2,309,962
              )
              
              0.87Balance
                  outstanding atend
                  of year***
              
              
              24,268,975
              
              
              0.59
              
              
              17,805,661
              
              
              0.69
              
              
              17,552,661
              
              
              0.69Balance
                  exercisable at endof
                  year***
              
              
              16,262,310
              
              
              0.70
              
              
              16,051,324
              
              
              0.72
              
              
              11,924,323
              
              
              0.63
 
 * In
        2004
        and 2003, the options exercise price was equal to the share price on the
        grant
        date. In 2005, the options exercise price for two directors was below the
        share
        price on the grant date, and for two other directors the options exercise
        price
        was equal to the share price on the grant date. See (a) and (b) below.
 **  
The
        total intrinsic value of options exercised during 2005, 2004 and 2003 is
        $1,521,000, $6,000 and $123,000, respectively.
 ***
        The
        aggregate intrinsic value as of December 31, 2005 is $7,293,000 for outstanding
        options, and $3,882,000 for exercisable options.
  The
                    following table summarizes information about stock options granted
                    to
                    employees and directors outstanding and exercisable at December 31,
                    2005:
 **Options
                  outstanding**
              
              **Options
                  exercisable****Weighted**
              
              
              
              **Weighted****average**
              
              
              
              **average****Balance
                  at**
              
              **remaining**
              
              **Balance
                  at**
              
              **remaining****December 31,**
              
              **contractual**
              
              **December 31,**
              
              **contractual****2005**
              
              **life**
              
              **2005**
              
              **life****Number**
              
              **In
                  years**
              
              **Number**
              
              **In
                  years****Exercise
                  prices:**$
                  0.106
              
              
              355,523
              
              
              6.4
              
              
              102,658
              
              
              4.4$
                  0.250
              
              
              125,000
              
              
              7.7
              
              
              41,667
              
              
              7.7$
                  0.315
              
              
              6,200
              
              
              1.0
              
              
              6,200
              
              
              1.0$
                  0.354
              
              
              11,250,000
              
              
              4.6
              
              
              3,750,000
              
              
              4.6$
                  0.365
              
              
              1,045,120
              
              
              1.1
              
              
              1,045,120
              
              
              1.1$
                  0.482
              
              
              19,600
              
              
              4.2
              
              
              15,600
              
              
              3.5$
                  0.486
              
              
              9,900
              
              
              0.6
              
              
              9,900
              
              
              0.6$
                  0.497
              
              
              6,180,070
              
              
              2.5
              
              
              6,180,070
              
              
              2.5$
                  0.766
              
              
              108,800
              
              
              5.1
              
              
              108,800
              
              
              5.1$
                  0.851
              
              
              150,200
              
              
              5.8
              
              
              103,733
              
              
              5.6$
                  0.853
              
              
              120,000
              
              
              9.6
              
              
              —
              
              
              —$
                  0.931
              
              
              1,928,262
              
              
              4.1
              
              
              1,928,262
              
              
              4.1$
                  1.10
              
              
              1,695,300
              
              
              3.0
              
              
              1,695,300
              
              
              3.0$
                  2.110
              
              
              1,275,000
              
              
              4.7
              
              
              1,275,000
              
              
              4.724,
                  268,975
              
              
              3.9
              
              
              16,262,310
              
              
              3.4
  F-29
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        6 - SHAREHOLDERS’ EQUITY** (continued):
  (a)
                  In
                        August 2005, the Company’s shareholders granted its Chairman of the Board
                        (the “Chairman”) and one of its non-executive directors, options to
                        purchase a total of 9,250,000 and 2,000,000 ordinary shares,
                        respectively,
                        at an exercise price equal to $0.354 per share (which was
                        below market
                        price) . These options are exercisable for a period of five
                        years from the
                        date of issuance, and granted under the same terms and conditions
                        as the
                        2001 Plan. The options shall vest upon achievement of certain
                        market
                        conditions (each 1/3 of the options will vest upon achievement
                        of a
                        certain market condition). In addition, with regard to the
                        Chairman, in
                        the event of a merger, acquisition or other change of control
                        or in the
                        event that the Company terminates the Chairman, either without
                        cause or as
                        a result of his death or disability, or he terminates his
                        agreement for
                        good reason, the exercisability of any of the options granted
                        to him
                        (9,250,000 options) that are unexercisable at the time of
                        such event or
                        termination shall accelerate and the time period during which
                        he shall be
                        allowed to exercise such options shall be extended by two
                        years from the
                        date of the termination of his agreement. Additionally, the
                        Company’s
                        board of directors shall have the discretion to accelerate
                        all or a
                        portion of the Chairman’s options at any time. As of December 31, 2005,
                        3,083,333 options that were granted to the Chairman and 666,667
                        options
                        that were granted to one of its non-executive directors are
                        vested (the
                        first milestone was reached and therefore 1/3 of the options
                        were vested).
                        The compensation expenses are amortized using the graded
                        method.
                        
                        The
                          Company used a lattice model that incorporated a Monte
                          Carlo Simulation
                          method as the fair value option pricing model, which was
                          estimated by
                          management with the assistance of an independent third-party
                          appraiser.
                          The following assumptions under this method were used for
                          the stock
                          options granted: risk free interest rate of 4.6% (in dollar
                          terms),
                          expected volatility of 50%, dividend yield of 0%, and derived
                          expected
                          life of 1.43 to 4.37 years. The weighted average fair value
                          of options
                          granted during the year, estimated by using the Monte Carlo
                          Simulation
                          Method was $0.53 per option.
  (b)
                  In
                      August 2005, the Company granted to two of its
                      non-executive directors a grant of 60,000 options each, having
                      an exercise
                      price equal to $0.853 per share (which was at market price),
                      vesting over
                      the three years from the date of grant. In addition, they also
                      provided
                      for an annual grant of 20,000 options each, for three years,
                      at an
                      exercise price equivalent to the then current closing price
                      of the
                      Company’s ADR’s on the Nasdaq National Market. The future grants are
                      contingent on them being members of the board of directors
                      at such time.
                      
                      The
                        Company used a Black & Scholes model as the fair value option pricing
                        model. The following assumptions under the Black & Scholes model were
                        used for the stock option granted:expected
                        volatility of: 50%; risk-free interest rates (in dollar terms)
                        of: 4.6%,
                        dividend yield of 0% and expected life of 5 years (based
                        on management
                        estimation).
                      
                      The
                        weighted average fair value of options using the Black & Scholes
                        model, granted during the year, estimated by using the model
                        was $0.42 per
                        option.
 F-30
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        6 - SHAREHOLDERS’ EQUITY** (continued):
  (c)
                    The
                          weighted average fair value of options granted during 2004
                          and 2003,
                          estimated by using the Black & Scholes option-pricing model, was $
                          0.10 and $ 0.07 for the year ended December 31, 2004, and
                          2003,
                          respectively. The fair value of options was estimated on
                          the date of
                          grant, based on the following weighted average assumptions:
                          dividend yield
                          of 0% for all relevant years; expected volatility of: 2004
                          - 35% and 2003
                          - 45%; risk-free interest rates (in dollar terms) of: 2004
                          - 2.9% and 2003
                          - 2.75%; and expected life of 2 to 4 years, for each of
                          the reported
                          years, depending on the vesting period of the options.
 (d)
                    The non-cash compensation relating to options
                      granted to
                      employees and directors were $2,718,000 in 2005 (of which $67,000
                      was
                      charged to research and development costs, $2,641,000 was charged
                      to
                      general and administrative expenses and $10,000 was charged
                      to business
                      development costs.). The total compensation costs related to
                      nonvested
                      awards not recognized as of December 31, 2005 is $3,408,000,
                      and the
                      weighted average period over which it is expected to be recognized
                      is 3.6
                      years.
 3)
                  The
                      following table summarizes options granted to consultants (including
                      consultants and members of the scientific advisory board and
                      other
                      third-party service providers) under the Company's stock option
                      plans, as
                      discussed above:
  **Year
                  ended December 31****2005**
              
              **2004**
              
              **2003****Weighted**
              
              
              
              **Weighted**
              
              
              
              **Weighted****average**
              
              
              
              **average**
              
              
              
              **average****Number**
              
              **exercise
                  price**
              
              **Number**
              
              **exercise
                  price**
              
              **Number**
              
              **exercise
                  price**$
              
              
              
              $
              
              
              
              **$**Balance
                    outstanding at beginning of year
              
              525,000
              
              
              0.33
              
              
              205,000
              
              
              0.54
              
              
              205,000
              
              
              0.54Changes
                      during the year - granted*
              
              
              —
              
              
              —
              
              
              320,000
              
              
              0.20
              
              
              —
              
              
              —Balance
                    outstanding at end of year**
              
              
              525,000
              
              
              0.33
              
              
              525,000
              
              
              0.33
              
              
              205,000
              
              
              0.54Balance
                    exercisable at end of year**
              
              
              355,000
              
              
              0.39
              
              
              280,901
              
              
              0.45
              
              
              205,000
              
              
              0.54
 
 *
                  The
                      options exercise price was equal to the share price on the
                      grant
                      date.
 
 **
                  The aggregate intrinsic value
                    as of December
                    31, 2005 is $236,000 for outstanding options, and $137,000 for
                    exercisable
                    options.
   F-31
  **XTL
          BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        6 - SHAREHOLDERS’ EQUITY** (continued):
  The
        following table summarizes information about stock options outstanding and
        exercisable at December 31, 2005:
  **Options
                  outstanding**
              
              **Options
                  exercisable****Weighted**
              
              
              
              **Weighted****average**
              
              
              
              **average****Balance
                  at**
              
              **remaining**
              
              **Balance
                  at**
              
              **remaining****December 31,**
              
              **contractual**
              
              **December 31,**
              
              **contractual****2005**
              
              **life**
              
              **2005**
              
              **life****Number**
              
              **In
                  years**
              
              **Number**
              
              **In
                  years****Exercise
                  prices:**$
                  0.20
              
              
              150,000
              
              
              2.7
              
              
              150,000
              
              
              2.7$
                  0.20
              
              
              170,000
              
              
              *
              
              
              —
              
              
              —$
                  0.497
              
              
              10,000
              
              
              3.4
              
              
              10,000
              
              
              3.4$
                  0.538
              
              
              195,000
              
              
              1.0
              
              
              195,000
              
              
              1.0525,000
              
              
              
              
              
              355,000*
                  Two years from date of regulators approval to sell in any geographic
                  location. The options were granted during 2004.
 
 (a)
                      The
                            Company used the Black & Scholes fair value option pricing model. The
                            following assumptions under this method were used in
                            2005: expected
                            volatility of 50%, risk free interest rates (in dollars
                            terms) of 4.6% and
                            expected life of three years. The following assumptions
                            under this method
                            were used in 2004: expected volatility of 33%, risk free
                            interest rates
                            (in dollars terms) of 3.6% and expected life of five
                            years. The weighted
                            average fair value of options granted during 2004, estimated
                            by using the
                            Black & Scholes fair value option pricing model was $0.30 for
                            2004,
                            and $0.88 per option for 2005.
 
 (b)
                      The
                            non-cash compensation relating to options granted to
                            consultants were
                            $45,000 in 2005 and were charged to research and development
                            costs. The
                            charges for non-cash compensation relating to options
                            granted to
                            consultants were $32,000 in 2004 (of which $30,000 was
                            charged to research
                            and development costs, and $2,000 was charged to general
                            and
                            administrative expenses). There is no compensation costs
                            related to
                            nonvested awards not recognized as of December 31,
                            2005.
  F-32
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        7 - COMMITMENTS AND CONTINGENCIES:**
  **a.**
                **Royalty
                    Bearing Agreements:**
 
 1)
                Under
                    a Research and License agreement with Yeda Research and Development
                    Company Ltd. (“Yeda”), the Company is committed to pay royalty payments at
                    rates determined in the agreement not exceeding 3% of net sales,
                    or
                    royalty rates mainly between 20% to 25% of sublicensing fees,
                    for products
                    in development and research under such an agreement.
                    
                    The
                      Company has entered into certain license agreements with third
                      parties in
                      respect of particular projects. In connection with such agreements,
                      the
                      Company may incur royalty and milestone obligations commitments
                      at varying
                      royalty rates not exceeding 5 % of future net sales or 25 %
                      of
                      sublicensing fees of products developed, based on such agreements.
                    
                    Additionally,
                      the Company has undertaken to make contingent milestone payments
                      to
                      certain licensors of up to approximately $49.0 million over
                      the life of
                      the licenses, of which $34.0 million will be due upon or following
                      regulatory approval of the drugs (for contingent milestones
                      related to
                      VivoQuest’s purchase agreement which are included in these figures, see
                      Note 3).
                    
                    In
                      some cases, these contingent milestone payments will only be
                      triggered
                      upon receipt of royalties on sales of related products and
                      in certain
                      cases will partially offset royalties the Company would otherwise
                      owethoselicensors.
                      In addition, the Company is required to pay one of its licensors
                      an amount
                      of $100,000-$200,000 per year, as minimum royalties, during
                      the life of
                      the license. The Company may terminate at any time the agreement
                      with the
                      licensor upon advance notice of six months.****
 
 2)
                The
                    Company is committed to pay royalties to the Government of Israel
                    on
                    proceeds from sales of products in the research and development
                    of which
                    the Government participates by way of grants. At the time grants
                    were
                    received, successful development of the related projects was
                    not assured.
                    In the case of failure of a project that was partly financed
                    as above, the
                    Company is not obligated to pay any such royalties. Under the
                    terms of
                    Company's funding from the Israeli Government, royalties of 3%
                    - 5% are
                    payable on sales of products developed from projects so funded,
                    up to 100%
                    of the amount of the grant received by the Company (dollar linked);
                    as
                    from January 1, 1999 - with the addition of an annual interest
                    based on
                    Libor.
                    
                    At
                      December 31, 2005, the maximum amount of the contingent liability
                      in
                      respect of royalties related to ongoing projects to the government
                      is
                      $3,778,000.
 
 F-33
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        7 - COMMITMENTS AND CONTINGENCIES** (continued) **:**
 In
                      addition, the Company has received the approval of the Government
                      of Israel for the transfer of manufacturing rights of its HepeX-B
                      product,
                      under the terms of the agreement with Cubist (see Note 2).
                      As a
                      consequence, thereof, the Company is obligated to repay the
                      grants
                      received fromtheGovernment
                      of Israel for the financing of the HepeX-B product from any
                      amounts
                      received by the Company from Cubist due to the sales of HepeX-B
                      product,
                      at a percentage rate, per annum, calculated based on the aggregate
                      amount
                      of grants received from theGovernment
                      of Israel divided by all amounts invested by the Company in
                      the research
                      and development activities of HepeX-B, and up to an aggregate
                      amount of
                      300% of the original amounts received for such project, including
                      interest
                      at the Libor rate. As of December 31, 2005, the aggregate amount
                      received
                      fromtheGovernment
                      of Israel for the financing of the HepeX-B project including
                      interest and
                      Libor rate is equal to $4,213,000.
 3)
                  The
                          Company provided forannual
                          grants, over three years, of options to two of its non-executive
                          directors. The future grants are contingent on them being
                          members of the
                          board of directors at such time (see note
                          6(b)2b).
  **b.**
                      **Operating
                          lease
                          commitments:**
 1)
                    The
                            Company leases its office space under lease agreements
                            that expire through
                            2009.
                          
                          Future
                            minimum rental payments under these agreements are as
                            follows:
 **December
                  31, 2005****($
                  in thousands)**
 In
                  2006
              667In
                  2007
              437In
                  2008
              450In
                  2009
              4261,980
  To
                              secure the lease agreement in Israel, the Company provided
                              a bank
                              guarantee. As of December 31, 2005, the guarantee is
                              secured by a pledge
                              on a long-term deposit amounting to $110,000 (December
                              31, 2004- $113,000)
                              linked to the Israeli Consumer Price Index (“CPI”), which is included in
                              the balance sheet as long-term deposit.
                            
                            Rental
                              expenses for the years ended December 31, 2005, 2004
                              and 2003 were
                              $524,000, $394,000 and $427,000, respectively. The
                              Company has an option
                              to extend certain rental agreements for up to 5 years.
  F-34
  **XTL
          BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        7 - COMMITMENTS AND CONTINGENCIES** (continued):
  2)
                      The
                                Company leases vehicles under the terms of certain
                                operating lease
                                agreements that expire through 2007. Future minimum
                                lease payments -
                                linked to the CPI - are as
                                follows:
 **December
                  31, 2005****($
                  in thousands)**
 In
                  2006
              53In
                  2007
              3487
  Vehicle
                                  lease expense for the years ended December 31,
                                  2005, 2004 and 2003 were
                                  $76,000, $84,000 and $105,000, respectively.
 **c.**
                    **Research
                        and development agreement commitments**
                      
                      The
                        Company has commitments to pay amounts aggregating $ 652,000,
                        in respect
                        of research and development costs (mainly to outside service
                        providers),
                        of which $585,000 relates to 2006 and $67,000 relates to
                        2007.
 **d.**
                        **Tax
                            Assessment**
                            
                            In
                              2005, the Company received an assessment from the Israeli
                              tax authorities
                              of approximately $730,000 (including fines and interest
                              expenses) related
                              to withholding taxes for the periods of 2001-2004.
                              The Company has
                              recorded an accrual to reflect the probable liability
                              associated with this
                              assessment, based on the opinion of management, which
                              is included as part
                              of general and administrative expenses.
 
 **NOTE
        8 - INCOME TAXES:**
  **a.**
                      **The
                          Company**
                          
                          **Measurement
                            of results for tax purposes under the Income Tax (Inflationary
                            Adjustments) Law, 1985**
                          
                          Under
                            this law, results for tax purposes are measured in real
                            terms, having
                            regard to the changes in the CPI. The Company is taxed
                            under this
                            law.
                          
                          Results
                            for tax purposes are measured on a real basis - adjusted
                            to reflect the
                            increase in the Israeli consumer price index (hereafter
                            - the CPI). As
                            explained in Note 1b, the financial statements are presented
                            in dollars.
                            The difference between the change in the Israeli CPI
                            and the NIS-dollar
                            exchange rate - both on annual and cumulative basis -
                            causes a difference
                            between taxable income and income reflected in these
                            financial statements
                            (see also Note
                            1i).
  F-35
  **XTL
              BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        8 - INCOME TAXES** (continued) **:**
  **Tax
                                benefits under the Israeli Law for Encouragement
                                of Capital Investments,
                                1959**
                              
                              The
                                Company has been granted an “approved enterprise” status under the Israeli
                                Law for Encouragement of Capital Investments, 1959.
                                Income derived from
                                the approved enterprise during a period of 7 years
                                from the year in which
                                this enterprise first realizes taxable income, provided
                                the maximum period
                                to which it is restricted by the law has not elapsed,
                                is entitled to tax
                                benefits as follows:
                              
                              Tax
                                exemption for two years and reduced tax rate for
                                the remaining eight
                                years. The Company has not yet incurred taxable income.
                                The reduced tax
                                rate is dependent upon the percentage of foreign-owned
                                holdings (10% -
                                25%). Since the Company is currently over 25% foreign
                                owned, it is
                                entitled to reduced tax rate of 25%**.**
                              
                              The
                                Company has an “approved enterprise” plan from 2001. The expiration of
                                this plan is in 2015.
                              
                              If
                                the Companysubsequently
                                pays a dividend out of income derived from the “approved enterprise”
                                during the tax exemption period, it will be subject
                                to tax on the amount
                                distributed, including any company tax on these amounts,
                                at the rate which
                                would have been applicable had such income not been
                                exempt(25%).
                              
                              The
                                entitlement to the above benefits is conditional
                                upon the Company
                                fulfilling the conditions stipulated by the law,
                                regulations published
                                there-under and the instruments of approval for the
                                specific investment in
                                approved enterprise. In the event of failure to comply
                                with these
                                conditions, the benefits may be cancelled and the
                                Company may be required
                                to refund the amount of the benefits, in whole or
                                in part, with the
                                addition of interest.The
                                Investment center is currently reviewing the Company’s final
                                implementation report and as a result, the Company
                                has not yet received a
                                final implementation approval with respect to its
“approved enterprise”
                                from the Investment Center. Additionally, given the
                                Company’s significant
                                amount of net-operating losses and the limitation
                                mentioned above to the
                                benefit period, there is no certainty, if and when
                                the Company would be
                                able to enjoy the tax benefits described above.
                              
                              **Tax
                                  benefits under the Israeli law for the Encouragement
                                  of Industry
                                  (Taxation), 1969**
                              The
                                  Company qualifies as “industrial company” under the above law. In
                                  accordance with this law the Company is entitled
                                  to certain benefits
                                  including accelerated depreciation on industrial
                                  buildings and equipment,
                                  a deduction of 12.5% per year of the purchase price
                                  of a good-faith
                                  acquisition of patent and certain other intangible
                                  property
                                  rights.
  F-36
  **XTL
          BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        8 - INCOME TAXES** (continued) **:**
 
 **Tax
                  rates in Israel applicable to income from other
                  sources**
                
                The
                    income of the Company not eligible for “approved enterprise” benefits,
                    mentioned above (other than income from “approved enterprises”, see c.
                    below) is taxed at the regular rate. Through December 31, 2003,
                    the
                    corporate tax was 36%. The corporate tax rates for 2004 and thereafter
                    are
                    as follows: 2004 - 35%, 2005 - 34%, 2006 - 31%, 2007 - 29%, 2008
                    - 27%,
                    2009 - 26% and for 2010 and thereafter -
                    25%.
  **b.**
              **The
                  Subsidiary**
                
                The
                  Subsidiary is taxed according to U.S. tax
                  laws.
  **c.**
              **Current
                  tax losses for tax
                  purposes**
  1)
                  Company
                        
                        Income
                          tax of the Company is computed on the basis of the income
                          in Israeli
                          currency as determined for statutory purposes.
                        
                        The
                          Company incurred losses for tax purposes from inception.
                        
                        The
                          carryforward loss for tax purposes as of December 31, 2005
                          is
                          approximately $ 94 million (linked to the CPI), which may
                          be offset
                          against future taxable income generated from a business,
                          (including
                          capital gains from the sale of assets used in the business)
                          with no
                          expiration date.
 2)
                    Subsidiary
                            
                            The
                              Subsidiary is remunerated under a cost plus agreement
                              with the Company.
                              The subsidiary has incurred taxable income and recorded
                              tax expenses and
                              is taxed under the applicable U.S. tax
                              laws.
 The
                      following table summarizes the taxes on income for the Company
                      and its
                      subsidiary for 2005, 2004 and
                      2003:
 **2005**
              
              **2004**
              
              **2003****($
                  in thousands**)****
              
              **($
                  in thousands)**
              
              **($
                  in thousands)****Company**
              
              **Subsidiary**
              
              **Company**
              
              **Subsidiary**
              
              **Company**
              
              **Subsidiary**Net
                  income (loss) beforeincome
                  taxes
              
              
              (14,187
              )
              
              250
              
              
              (16,582
              )
              
              158
              
              
              (14,327
              )
              
              117Income
                  Taxes
              
              
              —
              
              
              78
              
              
              —
              
              
              49
              
              
              —
              
              
              78Net
                  income (loss) for the year
              
              
              (14,187
              )
              
              172
              
              
              (16,582
              )
              
              109
              
              
              (14,327
              )
              
              39
  F-37
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        8 - INCOME TAXES** (continued) **:**
 
 **d.**
              **Deferred
                  income taxes**
                
                As
                  a result of the“approved
                  enterprise” status of the Company, the Company’s current tax rate is 0%,
                  and therefore no deferred tax assets have been included in these
                  financial
                  statements in respect of carryforward losses.
  **e.**
              **Reconciliation
                  of the theoretical tax expense to actual tax expense**
                
                The
                    main reconciling item, between the statutory tax rate of the
                    Company and
                    the effective rate is the non-recognition of tax benefits fromcarryforward
                    tax losses due to the uncertainty of the realization of such
                    tax benefits
                    (see above).
 
 **f.**
              **Tax****assessments**
 
 1)
              Income
                  taxes
                
                The
                    Company received tax assessments for the years up to and including
                    the
                    1998 tax year.
                  
                  The
                    Company’s tax returns until 2001are considered final. The Subsidiary
                    has
                    not been assessed for tax purposes since
                    incorporation.
  2)
              Withholding
                  taxes - see Note 7d.
 
 **NOTE
        9 - RESTRUCTURING:**
 
 **a.**
              **2005
                  Restructuring**
                
                In
                    2005, the Company implemented a restructuring plan designed to
                    focus its
                    resources on the development of its lead programs, with the goal
                    of moving
                    these programs through to clinical proof of concept. The 2005
                    restructuring included a 32 person reduction in the Company’s workforce,
                    31 of whom were in research and development and one of whom was
                    in general
                    and administrative. As part of the 2005 restructuring, the Company
                    took a
                    charge in 2005 of $168,000, relating to employee dismissal costs,
                    $163,000
                    of which was included in research and development costs and $5,000
                    of
                    which was included in general and administrative expenses.
                  
                  As
                    of December 31, 2005, 28 employees have left the Company under
                    the 2005
                    restructuring plan and approximately $147,000 of dismissal costs
                    have been
                    paid. The other 4 employees left the Company in early 2006. As
                    of December
                    31, 2005, approximately $21,000 in employee dismissal obligations
                    are
                    included in accounts payable and accruals. The balance of these
                    obligations was paid in early 2006.
                  
                  In
                    December 2005, as a result of the Company's restructuring, and
                    in
                    accordance with the provisions of FAS 144,the
                    Company reviewed the carrying value of certain lab equipment
                    assets, and
                    recorded an impairment chargein
                    research and development costsin
                    an amount of $26,000 in 2005 (see also Note 4b).
  F-38
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        9 - RESTRUCURING** (continued) **:**
 
 **b.**
              **2003
                  Restructuring**
                
                In
                    2003, the Company implemented and completed a restructuring plan.
                    As a
                    result of this restructuring, the Company ceased all early-stage
                    discovery
                    research activities related to infectious diseases. The 2003
                    restructuring
                    included a 20-person reduction in its workforce in Israel, 18
                    of whom were
                    in research and development and two of whom were in general and
                    administrative. As part of the 2003 restructuring, the Company
                    took a
                    charge in 2003 of $74,000, relating to employee dismissal costs,
                    $58,000
                    of which was included in research and development costs and $16,000
                    of
                    which was included in general and administrative expenses. The
                    Company
                    paid all of these amounts in 2003. As part of the 2003 restructuring,
                    the
                    Company reevaluated its long-lived assets in accordance with
                    FAS No. 144,
                    and recorded a non-cash impairment charge of $354,000 of fixed
                    assets for
                    the year ended December 31, 2003 (see Note 4b).
  **NOTE
        10 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION:**
  **a.**
                **Short-term
                    bank deposits**
                    
                    The
                      deposits are denominated in dollars and bear a weighted average
                      annual
                      interest rate of 4.23 % as of December 31, 2005 (as of December
                      31, 2004 -
                      1.81%).
  **b.**
                **Accounts
                    receivable - other:**
 **December
                  31****2005**
              
              
              **2004****($
                  in thousands)**Prepaid
                  expenses
              
              
              285
              
              
              165Employees
              
              
              75
              
              
              24Value
                  added tax authorities
              
              
              17
              
              
              101Other
              
              
              54
              
              
              16431
              
              
              306
  **c.**
                **Accounts
                    payable and
                    accruals:**
 Suppliers
              
              
              655
              
              
              1,108Accrued
                  expenses
              
              
              940
              
              
              1,337Institutions
                  and employees in respect of salariesand
                  related benefits
              
              
              250
              
              
              294Provision
                  for vacation pay and recreation pay
              
              
              160
              
              
              385Other
              
              
              2
              
              
              102,007
              
              
              3,134
  F-39
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 **NOTE
        10 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION** (continued) **:**
  **Statements
                      of operations:**
 **d.**
                  **Research
                      and development
                      costs:**
 **Period
                  from****March
                  9, 1993****Year
                  ended December 31**
              
              **to
                  December 31,****2005**
              
              **2004**
              
              **2003**
              
              **2005****($
                  in thousands)**Wages,
                  salaries and related benefits(includes
                  non-cash compensationof
                  $67 in 2005, and $0in
                  2004 and 2003)
              
              
              2,764
              
              
              2,776
              
              
              3,450
              
              
              23,709Outside
                  service providers
              
              
              2,054
              
              
              6,430
              
              
              6,799
              
              
              35,910Lab
                  supplies
              
              
              558
              
              
              754
              
              
              1,128
              
              
              8,964Consultants
                  (includes non-cashcompensation
                  of $45 in 2005,$30
                  in 2004 and $0 in 2003)
              
              
              531
              
              
              549
              
              
              494
              
              
              3,725Rent
                  and maintenance
              
              
              752
              
              
              725
              
              
              866
              
              
              4,756Impairment
                  loss
              
              
              26
              
              
              
              
              
              354
              
              
              380Depreciation
                  and amortization
              
              
              212
              
              
              277
              
              
              369
              
              
              2,929Other
              
              
              416
              
              
              474
              
              
              562
              
              
              2,5177,313
              
              
              11,985
              
              
              14,022
              
              
              82,890
 **e.**
                  **General
                      and administrative expenses:**
 Wages,
                  salaries and related benefits(includes
                  non-cash compensationof
                  $5 in 2005, and $0 in 2004and
                  2003)
              
              
              454
              
              
              1,890
              
              
              1,244
              
              
              11,534Corporate
                  communications
              
              
              140
              
              
              289
              
              
              228
              
              
              2,350Professional
                  fees
              
              
              890
              
              
              647
              
              
              564
              
              
              4,405Director
                  fees and related (includesnon-cash
                  compensation of $2,636in
                  2005, and $0 in 2004 and 2003)
              
              
              2,821
              
              
              243
              
              
              183
              
              
              4,208Rent
                  and maintenance
              
              
              91
              
              
              90
              
              
              104
              
              
              956Communications
              
              
              25
              
              
              34
              
              
              33
              
              
              220Depreciation
                  and amortization
              
              
              30
              
              
              42
              
              
              70
              
              
              619Patent
                  registration fees
              
              
              174
              
              
              271
              
              
              125
              
              
              1,191Other
              
              
              832
              
              
              628
              
              
              554
              
              
              3,5295,457
              
              
              4,134
              
              
              3,105
              
              
              29,012
  **f.**
                  **Business
                      development costs:**
 Wages,
                  salaries and relatedbenefits
                  (includes non-cashcompensation
                  of $10 in 2005,and
                  $0 in 2004 and 2003)
              
              
              171
              
              
              410
              
              
              408
              
              
              2,672Travel
              
              
              22
              
              
              36
              
              
              136
              
              
              764Professional
                  fees
              
              
              34
              
              
              364
              
              
              120
              
              
              1,077227
              
              
              810
              
              
              664
              
              
              4,513
  F-40
 **XTL
        BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        10 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION** (continued) **:**
  **g.**
                  **Financial
                      income,
                      net:**
  **March
                  9, 1993****Year
                  ended December 31**
              
              **to
                  December 31,****2005**
              
              **2004**
              
              **2003**
              
              **2005****($
                  in thousands)**Financial
                  income:Interest
                  income
              
              
              503
              
              
              297
              
              
              458
              
              
              9,228Foreign
                    exchange differences-gain
              
              
              —
              
              
              67
              
              
              —
              
              
              203Gain
                    from available for salesecurities
              
              
              —
              
              
              13
              
              
              62
              
              
              13Other
              
              
              —
              
              
              —
              
              
              —
              
              
              156503
              
              
              377
              
              
              520
              
              
              9,600Financial
                  expenses:Foreign
                  exchange differences-loss
              
              
              39
              
              
              —
              
              
              148
              
              
              1,960Interest
                  expense
              
              
              
              
              
              —
              
              
              —
              
              
              374Loss
                  from available for sale securities
              
              
              —
              
              
              —
              
              
              —
              
              
              14Other
              
              
              21
              
              
              25
              
              
              20
              
              
              10960
              
              
              25
              
              
              168
              
              
              2,457Financial
                  income, net
              
              
              443
              
              
              352
              
              
              352
              
              
              7,143
  **NOTE
        10 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT:**
 
 **a.**
              **Linkage
                  terms of balances in non-dollars
                  currency:**
  1)
                As
                    follows:
 **December 31,
                  2005****Israeli
                  currency**
              
              
              **Other****Unlinked****($
                  in thousands)**Assets
              
              
              934
              
              
              122Liabilities
              
              
              987
              
              
              45
  The
                      above balances do not include Israeli currency balances linked
                      to the
                      dollar.
  F-41
  **XTL
              BIOPHARMACEUTICALS LTD.**
 (A
        Development Stage Company)
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
  **NOTE
        10 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT** (continued) **:**
  2)
                Data
                    regarding the changes in the exchange rate of the dollar and
                    the Israeli
                    CPI:
 **Year
                  ended December 31****2005**
              
              **2004**
              
              **2003**Devaluation
                    (evaluation) of the Israeli currency
                    against the dollar
              
              
              6.85%
              
              
              (1.6)%
              
              
              (7.6)%Changes
                  in the Israeli CPI
              
              
              2.4 %
              
              
              1.2%
              
              
              (1.9)%Exchange
                      rate of one dollar (at end of year)
              
              
              NIS
                  4.603
              
              
              NIS
                  4.308
              
              
              NIS
                  4.379
  **b.**
                **Fair
                    value of financial instruments**
                    
                    The
                      financial instruments of the Company consist of non-derivative
                      assets and
                      liabilities, included in working capital.
                    
                    In
                      view of their nature, the fair value of these financial instruments
                      is
                      usually identical or close to their carrying
                      value.
  **c.**
                    **Concentration
                        of credit risks**
                        
                        Most
                          of the Company’s cash and cash equivalents and bank deposits at the
                          balance sheet dates were deposited with Israeli banks.
                          The Company is of
                          the opinion that the credit risk in respect of those balances
                          is
                          remote.
 **NOTE
        11 - SUBSEQUENT EVENT**
 
 During
        March 2006, the Audit Committee and the Board of Directors of the Company
        approved the grant to the CEO of 7,000,000 options, to the Chairman 9,898,719
        options and to a non-executive director 750,000 options, to purchase ordinary
        shares of the Company. All of such options are subject to vesting of which
        one
        third is based on service period, and the remainder is based on achievement
        of
        certain milestones linked to the Company’s valuation on the public markets. The
        option grant to the Chairman and to the non-executive director is subject
        to
        shareholder approval.
  F-42