**CONFIDENTIAL TREATMENT REQUESTED . Confidential portionsof this document have been redacted and have been separately filed with the Commission.**

 

Exhibit 10.53

** **

**LICENSE AGREEMENT**

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This license agreement(the "**Agreement**") is entered into as of this 28 day of November, 2011 (the “**Effective Date**”),by and among XTL Biopharmaceuticals Ltd., a company formed pursuant to the laws of Israel, having a place of business at 85 MedinatHayehudim St., Herzliya,Israel (“**XTL**”), and MinoGuard Ltd., a company formedpursuant to the laws of Israel, Private Company no. 513938563, having a place of business at 38 Habarzel St. Tel Aviv, 69710, Israel(“**Licensor**”).

 

WHEREAS, Licensor isthe owner of an invention relating to the treatment of mental disorders, (as further defined below, the “**Invention**”);and

 

WHEREAS, XTL wishesto obtain an exclusive license with respect to the Invention and related know how in order to develop and commercialize productsbased on the Invention and the related know how, and Licensor wishes to grant XTL such license, all in accordance with the termsand conditions of this Agreement;

 

**NOW, THEREFORE,**the parties hereto, intending to be legally bound, hereby agree as follows:

 

**1.          Definitions.**

** **

Whenever used in thisAgreement with an initial capital letter, the terms defined in this Section 1, whether used in the singular or the plural, shallhave the meanings specified below.

 

**“Affiliate”**shall mean, with respect to a party, any person, organization or entity controlling, controlled by or under common control with,such party, including, with respect to a limited partnership, its limited partners, general partners, and any person, organizationor entity controlling, controlled by or under common control with, such party. For purposes of this definition only, “control”of another person, organization or entity shall mean the possession, directly or indirectly, of the power to direct or cause thedirection of the activities, management or policies of such person, organization or entity, whether through the ownership of votingsecurities, by contract or otherwise. Without limiting the foregoing, control shall be presumed to exist when a person, organizationor entity (i) owns or directly controls twenty percent (50%) or more of the outstanding voting stock or other ownership interestof the other organization or entity, or (ii) possesses, directly or indirectly, the power to elect or appoint twenty percent (50%)or more of the members of the governing body of the organization or other entity.

 

 

“**Prior AverageValue**” with respect to XTL securities on a certain issuance date - shall mean the average market value, during the last30 trading days (as reflected by the closing price on TASE in each such day), prior to such securities issuance to Licensor.

 

**“CalendarQuarter”** shall mean the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September30 or December 31, for so long as this Agreement is in effect.

 

**“Commencementof phase II Clinical Trial”**shall meanthe Commencement of phase II Clinical Trialin relation to a Licensed Product. For the purpose hereof, receipt of an IRB approval shall be deemed Commencement of phase IIClinical Trial as well as clinical trials conducted and/or which will be conducted by Licensor or any of its researchers or Affiliateswill be deemed as Commencement of phase II Clinical Trial.

 

**“Current Know-How”**shall mean Licensor’s combination of therapies for the treatment of mental disorders and mainly in order to improve bothpositive and negative symptoms of schizophrenia (the "**Invention**") including all of the assets relating to theInvention, such as documentation, data, know how, plans, processes, R&D data, research results, research records, clinicaltesting, manufacture, use, marketing, distribution, sale supply, and commercialization, and any other Confidential Informationprovided by Licensor that is essential to enable XTL to put the Invention into practice together with any IP Rights associatedwith the foregoing.

 

**“CommerciallyReasonable Efforts”** shall mean (i) with respect to any objective by an entity, reasonable, diligent, good faith effortsto accomplish such objective as such entity (together with its Affiliates as a group) would normally use in the ordinary courseof business and research to accomplish a similar objective under similar circumstances; and (ii) with respect to research, developmentand commercialization of any Licensed Product hereunder, shall mean those efforts and resources normally used by such entity (togetherwith its Affiliates as a group) for a product owned by it or to which it has rights, which is of similar market potential at asimilar stage in its development or product life as such Licensed Product.

 

**“ConfidentialInformation**” shall mean any and all information in any and all medium which is confidential by its nature, includingwithout limitation all tangible or intangible know-how, trade secrets, discoveries, inventions (whether or not patentable), data,formulations, models,designs, procedures, specifications, practices, algorithms, parameters,technical information, data, materials, drawings, processes, schematics, proprietary data,and any other work-products and/or information and/or trade and business secrets relatingto any line of business and marketing and/or business plans.

** **

**“Damages”**shall mean any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses, court costs, and reasonablefees and disbursements of counsel, consultants and expert witnesses incurred by a Party hereto (including any interest paymentswhich may be imposed in connection therewith).

 

 

**“First CommercialSale”** shall mean the first sale of a Licensed Product by XTL, an Affiliate of XTL or a Sublicensee to an unaffiliatedthird party after Regulatory Approval has been achieved in the country in which such Licensed Product is sold. Sales for test marketing,sampling and promotional uses, clinical trial purposes or compassionate or similar use shall not be considered to constitute aFirst Commercial Sale.

 

**“FDA”**shall mean the United States Food and Drug Administration.

 

**“GovernmentPrograms”** shall mean the Biotech Incubators Program of the Office of the Chief Scientist of the Israeli Ministry of Industryand Trade, and any other funding programs sponsored by the Israeli or other governments.

 

**“Grace Period”**with respect to any potential Licensed Year regarding which the relevant Annual License Fee was not paid in its due date –the period commencing from the potential commencement of such Licensed Year and ending upon the earlier of (i) 30 days after thereceipt by XTL of a written notice from Licensor demanding the payment of such unpaid Annual License Fee, or (ii) the expirationof such potential Licensed Year.

 

**“Grants”**shall mean any funds or benefits received by XTL from governmental, quasi-governmental or other non-profit sources for the developmentof Products or other benefits, including but not limited to grants provided within the context of Government Programs.

 

"**Inside Information**"Inside Information (within the meaning of the Securities Law, 5728-1968) and any important progress of XTL, including but not limitedto: receipt of Helsinky / patent / FDA / CE / OCS approval, collaboration with strategic financial/professional partner, trialcommencement and results and any such related information, and further to supply that representative with all the required supportingdocuments.

 

**“IP Rights”**shall mean any and all, current or future, intellectual property rights, including but not limited to copyrights, trademarks, servicemarks, designs, trade secrets, trade names, Confidential Information, Patent Rights, data, know-how, logos, and any intellectualproperty rights of any kind which derive, directly or indirectly from the current rights.

 

**“Just Cause”**shall mean any fraud, action not in good faith, crime or any other unlawful action.

 

**“LicensedProduct”** shall mean any product and/or service that comprises, contains or incorporates the Licensed Technology, or anyportion thereof, or that would have, in the absence of the License granted hereunder, infringe any of the Licensed Patents.

 

**“LicensedTechnology**” shall mean the Licensed Patents and the Current Know-How.

 

 

**“LicensedPatents”** shall mean (i) PCT/IL2007/000414 application set forth on Exhibit Aattached hereto, (ii) all improvements, updates, modifications and enhancements thereto madeby Licensor by the Effective Date (if any), and (iii) all Patent Rights related to the foregoing. Exhibit A shall includeand shall be updated from time to time to reflect inclusion of new Licensed Patents.

 

**“LicensedYear”**shall mean each full year, commencing as of the LTO Date (as defined below), and up to * consecutive years, regardingwhich no later than * days from the commencement of such year, XTL has paid Licensor a fee ("**Annual License Fee**")equal to * for the first of such years, and for every proceeding year a fee augmented by additional * in relation to the fee ofthe previous year (i.e. in the second year the fee shall be *and so on).

 

**“Net Sales”**shall mean the gross amount billed or invoiced by or on behalf of XTL and/or its Affiliates (the “**Invoicing Entity**”)on sales of Licensed Products, less the following deductions: (a) customary trade, quantity, or cash discounts to the extentactually allowed and taken with respect to such sales; (b) amounts repaid or credited by reason of rejection , defects, recallsor returns or because of chargebacks, refunds, rebates or retroactive price reductions; (c) to the extent separately stated onpurchase orders, invoices, or other documents of sale, any taxes or other governmental charges levied on the production, sale,transportation, import, export, delivery, or use of a Licensed Product which is paid by or on behalf of the Invoicing Entity; (d)payment to one or more third parties to obtain a Third Party License from such third party(ies) in order to generate income fromthe Licensed Products, (e) discounts paid under discount prescription programs and reductions for coupon and voucher programs,(f) Negotiated payments made to private sector and government third party payors (e.g., PBMs, HMOs and PPOs) and purchasers/providers(e.g., staff model HMOs, hospitals and clinics), regardless of the payment mechanism, including without limitation rebate, chargebackand credit mechanisms; (g) Sales commissions and inventory management fees paid to wholesalers and distributors to the extent allocableto Licensed Products; (h) Amounts that are written off as uncollectible and costs of collections; (i) Gross amounts received inrespect of sales for test marketing, sampling or promotional use, clinical trial purposes or compassionate or similar use. and(j) royalty payments due to the Office of Chief Scientist in connection with the sale of Licensed Products; and (k) outbound transportation,packing and delivery charges, as well as prepaid freight (including shipping insurance) actually incurred; *provided, however*,that:

 

(i) In any transfersof Licensed Products between the Invoicing Entity and an Affiliate of the Invoicing Entity not for the purpose of resale by suchAffiliate, Net Sales shall be equal to the fair market value of the Licensed Products so transferred, assuming an arm’s lengthtransaction made in the ordinary course of business; and

 

(ii) In the event thatthe Invoicing Entity, or the Affiliate of the Invoicing Entity, receives non-monetary consideration for any Licensed Products orin the case of transactions not at arm’s length with a non-Affiliate of the Invoicing Entity, Net Sales shall be calculatedbased on the fair market value of such consideration or transaction, assuming an arm’s length transaction made in the ordinarycourse of business.

 

Sales of Licensed Productsby an Invoicing Party to an Affiliate of such Invoicing Party, for resale by such Affiliate, shall not be deemed Net Sales andNet Sales shall be determined based on the total amount invoiced or billed by such Affiliate on resale to an independent thirdparty purchaser.

 

* *****Confidentialmaterial redacted and filed separately with the Commission. 

 

 

In the event the LicensedProduct is sold as part of a Combination Product (as defined below), the Net Sales from the Combination Product, for the purposesof determining royalty payments, shall be determined on a country-by-country basis by multiplying the Net Sales (as determinedabove) of the Combination Product in each country, during the applicable royalty reporting period, by the fraction A/(A+B), whereA is the average net selling price of the Licensed Product when sold separately in finished form in such country and B is the averagenet selling price of the other active ingredient(s) included in the Combination Product when sold separately in finished form insuch country, in each case during the applicable royalty reporting period or, if sales of both the Licensed Product and the otheractive ingredient(s) did not occur in such country in such period, then in the most recent royalty reporting period in which salesof both occurred in such country. In the event that such average net selling price cannot be determined for both the Licensed Productand all other active ingredient(s) included in such Combination Product for a country, Net Sales for the purposes of determiningroyalty payments shall be calculated by multiplying the Net Sales of the Combination Product in such country by the fraction ofC/(C+D) where C is the fair market value of the Licensed Product and D is the fair market value of all other active ingredient(s)included in the Combination Product. In such event, XTL shall in good faith make a determination of the respective fair marketvalues of the Licensed Product and all other active ingredient(s) included in the Combination Product, and shall notify Licensorof such determination and provide Licensor with data to support such determination. Licensor shall have the right to review suchdetermination of fair market values and, if Licensor disagrees with such determination, to notify XTL of such disagreement within* days after XTL notifies Licensor of such determination. If Licensor notifies XTL that Licensor disagrees with such determinationwithin such * day period and if thereafter the Parties are unable to agree in good faith as to such respective fair market values,then such matter shall be resolved as provided in section 13.4. If Licensor does not notify XTL that Licensor disagrees with suchdetermination within such * day period, such determination shall be conclusive and binding on the Parties.

As used above, theterm “**Combination Product**” shall mean Licensor’s combination of therapies for the treatment of mentaldisorders and mainly in order to improve both positive and negative symptoms of schizophrenia, which consists of both (1) a LicensedProduct and (2) other active ingredient(s).

 

“**Non SubstantialApproved Sublicensee**” shall mean either (1) any third party regarding which Licensor has granted XTL its prior writtenapproval, or (2) any third party regarding which Licensor has not granted XTL its prior written approval, but without a Just Cause,or (3) any third party after a phase II clinical trial conducted by Licensee has ended without Positive Results.

 

“**Past Expenses**”shall mean any and all amounts spent by Licensor, and not previously reimbursed, in relation to the Licensed Technology, priorto the Effective Date of this Agreement, in the total amount of *.

 

* *****Confidentialmaterial redacted and filed separately with the Commission. 

 

 

**“Patent Rights”**shall mean any and all (a) patents, (b) pending patent applications, including, without limitation, all provisional applications,continuations, continuations-in-part, divisions, reissues, renewals, and all patents granted thereon, and (c) all patents-of-addition,reissue patents, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including,without limitation, supplementary protection certificates or the equivalent thereof.

 

**“RegulatoryAgency”**shall mean the FDA or equivalent agency or government body of another country/region.

 

**“RegulatoryApproval”** shall mean (i) approval by the FDA permitting commercial sale of a Licensed Product, or (ii) any comparableapproval permitting commercial sale of a Licensed Product granted by the applicable Regulatory Agency in any other country or jurisdiction.

 

**“SecuritiesEquivalent”**with respect to any payment – shall mean such amount of XTL securities, registered for public tradein the Tel-Aviv Stock Exchange, free and clear of any third party rights, block or any other limitation on their immediate tradability(except for lock up period according to the TASE regulations), which results from the division of such payment amount in the PriorAverage Value of such XTL securities.

 

"**Self Funded**"with respect to certain clinical trial, shall mean funded out ofXTL own resources, and for the purpose thereof shall include, butnot be limited to (1) philanthropic funding received by a non Affiliated third party, (2)funding received by way of cash and/orcash equivalent received by XTL from a non Affiliated third party in return for the issuances of XTL securities, (3) grants receivedfrom governmental authorities, all of which provided such funding does not involve granting of any rights which can be considereda sublicense under the License.

 

**“Sublicense”**shall mean any right granted, license given, or agreement entered into, by XTL, to or with, any other person or entity, underor with respect to, or permitting, any use of any of the Licensed Technology (or any part thereof) or otherwise permitting thedevelopment, manufacture, marketing, distribution and/or sale of Licensed Products (regardless of whether such grant of rights,license given or agreement entered into is referred to or is described as a sublicense or as an agreement with respect to the developmentand/or manufacture and/or sale and/or distribution and/or marketing of Licensed Products).

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**“SublicenseReceipts”**shall mean any payments or other consideration that XTL or an Affiliate of XTL actually received in connectionwith a Sublicense, or the grant of an option to obtain a Sublicense, including without limitation royalties, license fees, milestonepayments, license maintenance fees and equity; *provided, however*, that in the event that XTL or an Affiliate of XTL receivesnon-monetary consideration in connection with a Sublicense or the grant of an option to obtain a Sublicense or in the case of transactionsnot at arm’s length, Sublicense Receipts shall be calculated based on the fair market value of such consideration or transaction,assuming an arm’s length transaction made in the ordinary course of business; and *provided further* that SublicenseReceipts will be reduced by any amounts returned by XTL or an Affiliate to a Sublicensee on account of refunds or rebates givenin respect of Sublicense Receipts or payment made to one or more third parties to obtain a Third Party License from such thirdparty(ies) in order to practice the Licensed Technology as pursued by XTL. For the avoidance of doubt, Sublicense Receipts shallnot include any amounts received as Grants, in connection with Government Programs, or otherwise as research grants from nationalor international not-for-profit funding bodies.

 

* *****Confidentialmaterial redacted and filed separately with the Commission. 

 

 

**“Sublicensee”**shall mean a person or entity granted a Sublicense in accordance with Section 4.2, including any sublicensees of other Sublicensees.

 

**“SubstantialThird Party”** shall mean a non Affiliate of XTL third party which is either (1) apharmaceutical company with a market value of at least $ 50 million, (2) a company in which at least $10 million were invested,or (3) a publicly traded company.

 

**“Third PartyLicense”** shall mean a license from an unaffiliated third party to one or more valid and enforceable patents issued inthe United States or any other jurisdiction, the claims of which cover one or more functional components that is essential forthe efficacy of any Licensed Product pursued by XTL.

 

"**XTL R&DExpenses**" any and all amounts spent by XTL, including the Reimbursement of Past Expenses associated directly with researchand development of the Licensed Technology, pursuant to this Agreement. For the avoidance of doubts, other payments made to Licensorunder this Agreement shall not be included in XTL R&D Expenses.

 

**2.          LicenseGrant**.

 

**2.1.          License.**Licensor hereby grant to XTL an exclusive, world-wide, perpetual, irrevocable, license to develop, have developed, manufacture,have manufactured, produce, have produced, use, provide, market, offer for sale, sell, have sold, export and import Licensed Products(the "**License**"). For purposes of this Section 2.1, the term “exclusive” means that Licensor shallnot have any right to grant such licenses or rights to any third party or engage in any of the foregoing.

 

**2.2.          Sublicenses.**

** **

**2.2.1.          ***SublicenseGrant.*****XTL shall be entitled to grant Sublicenses under the License to (1) any Substantial Third Party and (2) any NonSubstantial Approved Sublicensee. Such Sublicenses shall be made for consideration and in arm’s length transactions.

 

**2.2.2.          ***SublicenseAgreements.* Sublicenses shall only be granted pursuant to written agreements, which shall be in compliance and not inconsistentwith the terms and conditions of this Agreement. XTL shall provide Licensor with a copy of each sublicense agreement within * daysof receipt of an executed draft thereof from the Sublicensee. Each such sublicense agreement shall contain, *inter alia*,provisions to the following effect:

 

**2.2.2.1.          **Allprovisions necessary to ensure XTL’s ability to perform its obligations under this Agreement, including reporting and auditrequirements;

 

 

**2.2.2.2.          **Inthe event of termination of the License (in whole or in part - e.g. termination in a particular country) set forth in Section 2.1above, any existing agreements that contain a Sublicense of, or other grant of right with respect to, Licensed Technology shallterminate to the extent of such Sublicense or other grant of right; *provided, however*, that, for each Sublicensee, upontermination of the Sublicense agreement with such Sublicensee, if the Sublicensee is not then in breach of such Sublicense agreementwith XTL such that XTL would have the right to terminate such Sublicense, Licensor shall be obligated, at the request of such Sublicensee,to enter into a new agreement with such Sublicensee on substantially the same terms as those contained in such Sublicense agreement;and *provided, further*, that such terms shall be amended, if necessary, to the extent required to ensure that such Sublicenseagreement does not impose any obligations or liabilities on Licensor which are not included in this Agreement; and

 

**2.2.3.          ***Sublicensein Chain*. A Sublicensee shall be entitled to Sublicense its rights under a Sublicense agreement, and so forth through a chainof sublicenses, provided that each such sublicense shall be subject to execution of a written agreement consistent with the termsof this Section, and shall be made for consideration and in arm’s length transactions.

 

**2.2.4           ***SublicenseFees*. it is hereby agreed that the fees paid by XTL in relation to Sublicense Receipts received by it from a Non SubstantialApproved Sublicensee shall be equal to the Sublicense Fee described in section 6.1.3 below, except in the case of a third partyfalling within subsection (1) to definition of Non Substantial Approved Sublicensee, regarding which such fees shall be agreedupon in good faith, between the parties.

 

**2.3.          Contractorsand Affiliates.** XTL shall have the right to utilize third party contractors in connection with XTL’s activities in exploitingthe license granted hereunder. Provided that such contractors perform activities on XTL’s behalf, and XTL maintains controlof and remains solely responsible for such activities, the provisions of Section 2.2 shall not apply with respect to such contractors.Sublicenses to Affiliates of XTL shall not be considered Sublicenses under this Agreement.

 

**3.          Title.**

 

**3.1           Licensor****IP**. All IP Rights, in and to, any information and/or invention which is created, developed or improved by XTL with the useof the License and/or the Licensed Technology, shall become Licensed Technology, be owned solely and exclusively by Licensor, andshall be subject to the License granted to XTL pursuant to the terms of this Agreement.("**Licensor IP**") . Licensorshall not accept any funding from any third party for research relating or connected to the Licensed Technology without the priorwritten consent of XTL.

 

**3.2           XTLIP.**All IP Rights, in and to, any information and/or invention which is created, developed or improved by XTL, and which isnot Licensor IP, shall belong solely to XTL.

 

 

**4.          PatentFiling, Prosecution and Maintenance.**

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**4.1.          Filing.**XTL shall have the first right to prepare, file, prosecute and maintain any patent applications and patents, in respect of theLicensed Technology and/or any part thereof, and at XTL’s sole expense stating Licensor's name as the owner of such patents.XTL shall provide Licensor with copies of all patent applications and Licensor undertakes to cooperate in a timely manner withXTL’s efforts to register the patent, including by executing any documents as may be required for such purpose, all in accordancewith XTL’s instructions and guidance and subject to XTL’s sole discretion.

 

**4.2.          Consultation.**Licensor and XTL shall consult each other regarding the preparation, filing and prosecution of all patent applications, and themaintenance of all patents, included within the Licensed Patents, including, without limitation, the content, timing and jurisdictionof the filing of such patent applications and their prosecution, and other details and overall global strategy pertaining to theprocurement and maintenance of the Licensed Patents. To avoid doubt, Licensor and XTL may agree not to pursue the filing and/ormaintenance of patents in certain jurisdictions. All Licensed Patents shall be filed, prosecuted and maintained by the partiesthrough a law or patent attorney firm selected by XTL, and subject to Licensor’s approval, not to be unreasonably withheld.XTL shall solely bare all patent-related expenses incurred by it with respect to the filing, prosecution and maintenance of theLicensed Patents.

 

**4.3.          NoWarranty.** Nothing contained herein shall be deemed to be a warranty by any of the parties that they can or will be able toobtain patents on patent applications included in the Licensed Patents, or that any of the Licensed Patents will afford adequateor commercially worthwhile protection.

 

**4.4.          NoObligation.** It is hereby clarified that XTL has no obligation, whatsoever, to file, prosecute or maintain, any of the LicensedPatents, or to finance such filing, prosecution or maintenance, provided, however, that XTL shall notify Licensor, in reasonableadvance of any relevant dead line, of its intention not to maintain any patent or patent application which is considered a LicensePatent.

 

**4.5           Actionby Licensor.** Notwithstanding anything to the contrary in Section 4.1, Licensor shall be entitled to prepare, file, prosecuteand maintain any patents regarding which XTL provided notice to Licensor pursuant to Section 4.2, at Licensor's cost and expense("**Abandoned Patents**"). It is further agreed that such Abandoned Patents shall be excluded of the License fromthe date of such notice being served and on.

 

**5.          Developmentand Information Exchange.**

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**5.1           Diligence.**XTL shall use Commercially Reasonable Efforts, and/or shall cause its Affiliates and/or Sublicensees to use their CommerciallyReasonable Efforts, to develop Licensed Products.

 

**5.2           Consultationand Progress Reports**. XTL shall (i) provide Licensor via a representative designated by Licensor ("**Licensor’sRepresentative**") with periodic reports not less than once per every * month period concerning all material activitiesundertaken in respect of the exercise of the License granted hereunder, and (ii) keep Licensor fully informed via Licensor’sRepresentative on a current basis concerning all material activities undertaken in respect of the exercise of the License. TheRepresentatives shall be bound by the confidentiality arrangements set out in this Agreement.

 

 

**6.          Consideration.**

** **

**6.1.          Consideration.**In consideration of the License granted to XTL pursuant to this Agreement, XTL shall pay and Licensor shall be entitled toreceive, the aggregate of the following:

 

**6.1.1           ***MilestonePayments*. Upon the occurrence of the following events XTL shall pay Licensor the respective following payments (the "**MilestonePayments**"):

 

**6.1.1.1           **Uponcommencement of a Phase III clinical trial in relation to a Licensed Product - XTL shall pay Licensor a nonrefundable amount of*;

 

**6.1.1.2           ***months following the receipt of an applicable approval from the FDA for the marketing of a Licensed Product in the USA - XTL shallpay Licensor a nonrefundable amount of *;

 

**6.1.2.          ***RoyaltyPayments***.**In the event that XTL itself, or any Affiliate, will actually generate revenues from Licensed Products, thenXTL will pay to Licensor, commencing from the First Commercial Sale of the first Licensed Product, three point five percent (3.5%)of Net Sales actually received, on a Licensed Product-by-Licensed Product and country-by-country basis until the last valid claimto expire (or abandoned) of all patents included within the Licensed Technology in such country.

 

**6.1.3           ***Paymentson Sublicense Receipts*.****XTL shall pay to Licensor, the respective portions of any Sublicense Receipts due to XTL froma Substantial Third Party with which XTL has entered into a Sublicense, according to the following terms (each: a "**SublicenseFee**") until the last valid claim to expire (or abandoned) of all patents included within the Licensed Technology in suchcountry:

 

(i)          Inthe event a Sublicense agreement is entered into prior to the publication of positive results (such to be determined in accordancewith generally acceptable objective parameters of a reputable biostatistician (“**Positive Results**”)) of a PhaseII clinical trial in relation to a Licensed Product – the Sublicense Fee shall be *% of any Sublicense Receipts;

 

(ii)         Inthe event a Sublicense agreement is entered into after the publication of Positive Results of a Phase II clinical trial in relationto a Licensed Product – the Sublicense Fee shall be as follows: (1) if the Sublicense Receipts received by XTL under suchSublicense is any amount up to * - the Sublicense Fee shall be *% of any Sublicense Receipts; (2) if the Sublicense Receipts receivedby XTL under such Sublicense is higher than * and lower than or equal to * - the Sublicense Fee shall be *% of any Sublicense Receipts;(3) if the Sublicense Receipts received by XTL under such Sublicense is higher than * and lower than or equal to * - the SublicenseFee shall be *% of any Sublicense Receipts; and (4) if the Sublicense Receipts received by XTL under such Sublicense is higherthan * - the Sublicense Fee shall be *% of any Sublicense Receipts; and

 

(iii)        Inthe event a Sublicense agreement is entered into after commencement of a Licensee Self Funded Phase III clinical trial in relationto a Licensed Product – the Sublicense Fee shall be *% of any Sublicense Receipts.

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

 

**6.1.4           ***Reimbursementof Past Expenses*.****Upon the earlier of (1) the publication of Positive Results of a Phase II clinical trial in relationto the first so to succeed Licensed Product, or (2) the later of (i) the closing of a transaction under which certain amounts areraised by Licensee against securities, which together with all aggregated amounts so raised by Licensee against securities duringthe 12 consecutive months period prior to such transaction and following the Effective Date of this Agreement, totals at least*, and (ii) the company, or any Sublicensee, as applicable, already raised at least * patients who enrolled to a Phase II ClinicalTrial conducted by the Company, or any Sublicensee, in relation to a Licensed Product - XTL shall reimburse Licensor for his PastExpenses**.**

** **

**6.2           SecuritiesEquivalent payment Option**. XTL shall have an option, to be exercised in its sole and absolute discretion, to execute any paymentdue to Licensor under sections 6.1 and/or any Annual License Fees, by way of issuing its Securities Equivalent (the "**ConversionOption**"). It is further clarified that XTL shall bear (1) the sole responsibility to the receipt of any and all approvals,if and to the extent required under applicable law, of the Israeli Securities Authority, the TASE and any other third parties,for the issuance of such XTL securities by XTL to Licensor, and (2) all costs related to such issuance.

 

**6.3           Conclusivenessof Payments**. For the removal of doubts it is hereby clarified that, other than as expressly specified in this Agreement, Licensorshall not be entitled to any consideration, compensation, remuneration, reimbursement or any other kind of payment, in return forthe grant of the License and/or the fulfillment of its obligations under this Agreement.

 

**7.          Reports;Payments; Records.**

 

**7.1.          Reportsand Payments.**

 

**7.1.1.          ***Reports.*****Within * days after the conclusion of each Calendar Quarter commencing with the first Calendar Quarter in which XTL or an Affiliateof XTL first receives Net Sales or Sublicense Receipts, XTL shall deliver to Licensor a report containing the following information:

 

**(a)          **thenumber of units of Licensed Products sold by XTL and its Affiliates in each country for the applicable Calendar Quarter;

 

**(b)          **thegross sales for the Licensed Product sold by XTL and its Affiliates in each country during the applicable Calendar Quarter;

 

**(c)          **acalculation of Net Sales for the applicable Calendar Quarter in each country, including a listing of applicable deductions;

 

**(d)          **thetotal amount payable to Licensor in U.S. dollars on Net Sales for the applicable Calendar Quarter; and

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

 

**(e)          **acalculation of any Sublicense Receipts for the applicable Calendar Quarter together with the total amount payable to Licensor inU.S. dollars on such Sublicense Receipts.

 

The report shall stateif no amounts are due to Licensor for any Calendar Quarter.

 

**7.1.2.          ***Payment.*Concurrent with the delivery of each report delivered pursuant to Section 7.1.1, XTL shall remit to Licensor all amounts due pursuantto Section 6 for the applicable Calendar Quarter.

 

**7.2.          Records.**XTL shall maintain, and shall cause its Affiliates and Sublicensees to maintain, complete and accurate records of Licensed Productsthat are made, used, marketed or sold under this Agreement, any amounts payable to Licensor in relation to such Licensed Productsand all Sublicense Receipts received by XTL and its Affiliates, which records shall contain sufficient information to permit theLicensor to confirm the accuracy of any reports or notifications delivered to Licensor under Section 7.1. The relevant party shallretain such records relating to a given Calendar Quarter for at least * years after the conclusion of that Calendar Quarter. Duringsuch three * period, Licensor shall have the right, at Licensor’s expense, to cause an independent, certified public accountant(which shall be chosen by Licensor with the consent of XTL – such consent to be withheld only for reasonable grounds), whois bound by a suitable confidentiality arrangement with XTL, to inspect XTL’s and the relevant Affiliates’ recordsduring normal business hours for the sole purpose of verifying any reports and payments delivered under this Agreement. Such accountantshall not disclose to Licensor or any third party any information gained during the course of such inspection, except that suchaccountant may disclose to Licensor and XTL information gained during the course of such inspection relating to the accuracy ofreports and payments delivered under this Agreement. The parties shall reconcile any underpayment or overpayment within * daysafter the accountant delivers the results of the audit. In the event that any audit performed under this Section 7.2 reveals anunderpayment in excess of the higher of (1) *or (2) *, in any calendar year, the audited party shall bear the full cost of suchaudit. Licensor may exercise its rights under this Section 7.2 only once every year per audited party and only with reasonableprior notice to the audited party. XTL shall cause its Affiliates and Sublicensees to comply with the terms of this Section 7.2.

 

**7.3.          AuditedReport.**XTL shall furnish Licensor, and shall cause its Affiliates who make, use, market or sell Licensed Products to furnishLicensor, within * days after the end of each calendar year, commencing at the end of the calendar year of the First CommercialSale, with a report, certified by XTL`s CFO and CEO is, relating to royalties and other payments due to Licensor pursuant to thisAgreement with respect to the previous calendar year and containing the same details as those specified in Section 7.1 with respectto the previous calendar year.

 

**7.4 	PaymentMethod.**Each payment due to Licensor under this Agreement shall be made by wire transfer of funds to Licensor’s accountsin accordance with written instructions provided by Licensor (except with respect to payments executed by way of execution of theConversion Option, which will be treated in accordance with the provisions of section 6.2).

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

 

**7.5           Taxes.**Licensor shall bear and be solely responsible for the payment of any tax, levies or governmental charges applicable in connectionwith any compensation or consideration to be paid to it under this Agreement. If applicable laws require that taxes be withheldfrom any amounts due to Licensor under this Agreement, XTL shall (i) deduct these taxes from the remittable amount, (ii) pay thetaxes to the proper taxing authority, and (iii) promptly deliver to Licensor a statement including the amount of tax withheld andjustification therefore, and such other information as may be necessary for tax credit purposes. For the avoidance of doubt, allamounts to be paid to Licensor pursuant to this Agreement are **exclusive** of Value Added Tax. XTL shall add value added tax,as required by law, to all such amounts.

 

**8.          ConfidentialInformation**

 

8.1           *GeneralConfidentiality Obligations*.

 

8.1.1           Exceptas required by regulatory or governmental agencies, all Confidential Information disclosed by either Party to the other hereundershall be received by the receiving Party (including all appropriate employees, agents and independent contractors) (the: “**ReceivingParty**”) in strictest confidence and used solely in furtherance of this Agreement, and shall be accorded the same degreeof confidentiality and secrecy with which the Receiving Party holds its own most confidential information of a similar nature butin no event less than reasonable care. Such Confidential Information shall not be disclosed to any persons other than (a) employeesor agents of the Receiving Party or independent contractors employed by the Receiving Party who have reasonable need for accessto such information in connection with the Receiving Party’s performance under this Agreement and who are bound to the ReceivingParty, by a written agreement of confidentiality containing terms consistent with those contained in this Section 8; and (b) asrequired by any governmental authorities, including without limitation , as required to obtain necessary regulatory clearances.

 

8.1.2           Notwithstandingthe provisions of section 8.1.1 above, Confidential Information shall not be deemed to be any such information (i) which is, orsubsequently may become, within the knowledge of the general public, without the fault of the Receiving Party; (ii) which is knownto the Receiving Party prior to the time of receipt thereof from the disclosing Party, as shown by written records; (iii) whichis proved to have been developed by and for the Receiving Party, independently and wholly without resort to the proprietary informationof the disclosing Party, as shown by written records; or (iv) which is subsequently rightfully obtained from sources other thanthe disclosing Party and without confidential restriction in favor of the disclosing Party.

 

**8.2           ***SpecificConfidentiality Obligation*. Notwithstanding the provisions of section 8.1 above, it is agreed that in respect of any ConfidentialInformation included in the License Technology (together hereinafter: “**Main CI**”), as of the Effective Date ofthis Agreement, the provisions of section 8.1.1 and 8.1.2 (i) shall apply to such Main CI , except that for that purpose, bothLicensor and XTL - but in the case of Licensor only as long as the License was not rightfully terminated by Licensor - shall beconsidered a Receiving Party.

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

** **

**8.3           ***Disclosureof Agreement*. Each party may disclose the terms of this Agreement to the extent required, in the reasonable opinion of suchparty’s legal counsel, to comply with applicable laws, as well as to Sublicensees and prospective and current investors,pursuant to appropriate non-disclosure arrangements. Except as expressly permitted in this Section 8.3, no party will make anypublic announcement regarding this Agreement without the prior written approval of the other party.

 

**8.1.4.          ***Publicity.*Except as expressly permitted under Section 8.1.3, no party will make any public announcement regarding this Agreement withoutthe prior written approval of the other party.

 

**9.          PatentInfringement.**

** **

**9.1           Enforcementof Patent Rights.**

** **

**9.1.1.          ***Notice.*In the event any party becomes aware of any possible or actual infringement or unauthorized possession, knowledge or use of anyLicensed Patents (collectively, an “**Infringement**”), that party shall promptly notify the other parties and providethem with details regarding such Infringement.

 

**9.1.2.          ***Suitby XTL.*****XTL shall have the right, but not the obligation, to take action in the prosecution, prevention, or terminationof any Infringement of Licensed Patents. Should XTL elect to bring suit against an infringer and Licensor is joined as party plaintiffin any such suit, Licensor shall have the right to approve the counsel selected by XTL to represent XTL and Licensor, such approvalnot to be unreasonably withheld. The expenses of such suit or suits that XTL elects to bring, including any expenses of Licensorincurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by XTL and XTLshall hold Licensor free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’fees. XTL shall not compromise or settle such litigation without the prior written consent of Licensor, which consent shall notbe unreasonably withheld or delayed. In the event XTL exercises its right to sue pursuant to this Section 9.1.2, it shall firstreimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character,including reasonable attorneys’ fees as paid, necessarily involved in the prosecution of any such suit. If, after such reimbursement,any funds shall remain from said recovery, then Licensor shall receive an amount equal to (1) *, or (2) *, of such funds and theremaining funds shall be retained by XTL.

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

 

**9.1.3.          ***Suitby Licensor.*****If XTL does not take action in the prosecution, prevention, or termination of any Infringement pursuantto Section 9.1.2 above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within* days after receipt of notice to XTL by Licensor of the existence of an Infringement, Licensor may elect to do so. Should Licensorelect to bring suit against an infringer and XTL is joined as party plaintiff in any such suit, XTL shall have the right to approvethe counsel selected by Licensor to represent Licensor and XTL, such approval not to be unreasonably withheld. The expenses ofsuch suit or suits that Licensor elects to bring, including any expenses of XTL incurred in conjunction with the prosecution ofsuch suits or the settlement thereof, shall be paid for entirely by Licensor and Licensor shall hold XTL free, clear and harmlessfrom and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensor shall not compromiseor settle such litigation without the prior written consent of XTL, which consent shall not be unreasonably withheld or delayed.In the event Licensor exercise its right to sue pursuant to this Section 9.1.3, it shall first reimburse itself out of any sumsrecovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’fees, necessarily involved in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from saidrecovery, then XTL shall receive an amount equal to(1) if such litigation involved the enforcement of a sublicense agreement theproceeds of which should have been considered Sublicense Receipts – that certain portion of such remaining funds as otherwisewould have been due to Licensor per section 6.1.3 herein, or (2) in any other case - twenty percent (20%) of such funds and theremaining funds shall be retained by Licensor.

 

**9.1.4.          ***OwnCounsel.*Each party shall always have the right to be represented by counsel of its own selection and at its own expense inany suit instituted under this Section 9 by another party for Infringement.

 

**9.1.5.          ***Cooperation.*****Each party agrees to cooperate fully in any action under this Section 9 which is controlled by another party, provided thatthe controlling party reimburses the cooperating party promptly for any costs and expenses incurred by the cooperating party inconnection with providing such assistance.

** **

**9.1.6.          ***Standing.*****If a party lacks standing and another party has standing to bring any such suit, action or proceeding, then such other partyshall do so at the request of and at the expense of the requesting party. If a party determines that it is necessary or desirablefor another party to join any such suit, action or proceeding, the other party shall execute all papers and perform such otheracts as may be reasonably required in the circumstances.

 

**9.2           LegalAction Against a Party.**Each Party will provide the others with prompt notice of any action, suit or proceeding brought againstit, alleging the infringement of the intellectual property rights of a third party by reason of the discovery, development, manufacture,use, sale, importation, or offer for sale of a Licensed Product or otherwise due to the use or practice of the Licensed Technology.

 

**10.         Warranties;Limitation of Liability.**

 

**10.1.          Representationsand Warranties.**

** **

**10.1.1           **Licensorhereby represents and warrants that (i) it has sole and exclusive ownership of the patents and patent applications listed in ExhibitA attached hereto; (ii) it has not granted any rights in or to Licensed Technology that are inconsistentwith the rights granted to XTL under this Agreement; (iii) it has the right to grant the License granted under this Agreementfree and clear of any third party rights or claims; (iv) it will not transfer, assign, encumber, grant, sell, lease or otherwisedispose of the Licensed Technology other than as may be expressly permitted herein; and (v) it has no knowledge as of the datehereof of any legal suit or proceeding by a third party against the Licensor contesting the ownership or validity of the LicensedPatents, or claiming that the practice of the Licensed Technology in the manner contemplated by this Agreement would infringe therights of such third party, nor any reason to expect the same.

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

 

**10.1.2           **Asof the Effective Date, each Party represents and warrants to the other that it (a) has the power and authority and the legal rightto enter into this Agreement and perform its obligations hereunder; (b) has taken all necessary action on its part required toauthorize the execution and delivery of the Agreement and the performance of its obligations hereunder; and (c) the Agreement hasbeen duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party andis enforceable against it in accordance with its terms.

 

**10.1.3           **Exceptas otherwise described in this Agreement, each Party represents and warrants to the other that all necessary consents, approvalsand authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connectionwith entry into this Agreement, if any, have been obtained.

 

**10.1.4           **EachParty represents and warrants to the other that the execution and delivery of the Agreement by such Party and the performance ofsuch Party's obligations hereunder (a) do not conflict with or violate any requirement of applicable law or regulation or any provisionof articles of incorporation or bylaws of such Party in any material way, and (b) do not conflict with, violate or breach or constitutea default or require any consent under, any contractual obligation, oral or written, or court or administrative order by whichsuch Party is a party or by which it may be bound.

 

**10.1.5           **XTLwarrants that it will comply with applicable laws and regulations relating to the development, manufacture, use, and sale of LicensedProducts.

 

**10.3.          NoWarranty**. Except as otherwise expressly provided in this Agreement, neither party makes any warranty with respect to any technology,patents, goods, services, rights or other subject matter of this Agreement, and each party hereby disclaims warranties of merchantability,fitness for a particular purpose and non-infringement with respect to any and all of the foregoing.

 

**10.4.          Limitationof Liability.**Notwithstanding anything else in this Agreement or otherwise, neither Licensor nor XTL will be liable to theother with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitabletheory for (i) any indirect, incidental, consequential or punitive damages or lost profits or (ii) cost of procurement of substitutegoods, technology or services, even if such damages were foreseeable or advised ahead of time by one party to the other.

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

 

**11.         Indemnification.**

 

**11.1.          Indemnity.**XTL shall indemnify, defend, and hold harmless Licensor, its directors, officers, employees and agents and their respective successors,heirs and assigns (the “**Licensor Indemnitees**”), against any liability, Damage, loss, or expense (including reasonableattorneys’ fees and expenses of litigation) incurred by or imposed upon any of the Licensor Indemnitees in connection withany claims, suits, actions, demands or judgments (“**Claims**”) arising out of any theory of liability (includingwithout limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factualbasis) concerning the use of any Licensed Technology by XTL, or any of its Affiliates or Sublicensees, or concerning any product,process, or service that is made, used, or sold pursuant to any right or license granted by Licensor to XTL under this Agreement(except in cases where, and to the extent that, such claims, suits, actions, demands or judgments result from (1) causes of actionrelated to any period of time prior to the Effective Date, or (2) the negligence or willful misconduct on the part of any of theLicensor Indemnitees in which cases Licensor shall indemnify XTL and the provisions hereof shall apply *mutatis mutandis*).

 

**11.2.          Procedures.**If any Licensor Indemnitee receives notice of any Claim, such Licensor Indemnitee shall, as promptly as is reasonably possible,give XTL notice of such Claim; *provided, however*, that failure to give such notice promptly shall only relieve XTL of anyindemnification obligation it may have hereunder to the extent such failure diminishes the ability of XTL to respond to or to defendthe Licensor Indemnitee against such Claim. Licensor and XTL shall consult and cooperate with each other regarding the responseto and the defense of any such Claim and XTL shall, upon its acknowledgment in writing of its obligation to indemnify the LicensorIndemnitee, be entitled to and shall assume the defense or represent the interests of the Licensor Indemnitee in respect of suchClaim, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings on behalfof the Licensor Indemnitee and to propose, accept or reject offers of settlement, all at its sole cost; *provided, however*,that no such settlement shall be made without the written consent of the Licensor Indemnitee, such consent not to be unreasonablywithheld. Nothing herein shall prevent the Licensor Indemnitee from retaining its own counsel and participating in its own defenseat its own cost and expense.

 

**11.3.          Insurance.**XTL shall maintain a clinical insurance that is reasonably adequate to fulfill any potential obligation to the Licensor Indemniteesconsistent with industry standards. XTL shall provide Licensor, upon request, with written evidence of such insurance.

 

**12.         Termand Termination.**

 

**12.1.          Term.**The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Section12, shall continue in full force and effect for unlimited time. It is hereby clarified that upon the expiration of the last paymentobligation of XTL under section 6 above, the License shall be considered perpetual and fully paid up.

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

 

**12.2.          Termination.**

** **

**12.2.1.          ***TerminationWithout Cause.* XTL may terminate this Agreement upon thirty (30) days prior written notice to Licensor for any reason or noreason at all.

 

**12.2.2.          ***Terminationfor Default.*

* *

**12.2.2.1.          **Inthe event that XTL commits a material breach of its obligations under this Agreement and fails to cure that breach within * daysafter receiving written notice thereof from Licensor, Licensor may terminate this Agreement immediately upon written notice toXTL. Notwithstanding the foregoing, in the event that any breach is not susceptible of cure within the stated period and XTL usesdiligent good faith efforts to cure such breach, the stated period will be extended by an additional * days.

 

**12.2.2.2.          **Inthe event of an uncured material breach by Licensor, XTL may elect not to terminate this Agreement but, instead, to sue Licensorfor damages arising from such breach.

 

**12.2.3           ***Terminationfor no commercial progress.*

* *

12.2.3.1           Inthe event that by the date of June 30th, 2013 (the: "**LTO Date**") neither Commencement of phase II ClinicalTrial with respect to any Licensed Product has occurred, nor XTL has entered into a Sublicense Agreement with a Substantial ThirdParty, Licensor shall have the right, but not the obligation, to terminate this Agreement, by a * days prior written notice (the"**Licensor Termination Option**").

 

12.2.3.2 	Notwithstandingsection 12.3.3.1, it is agreed that Licensor Termination Option shall not be exercisable by Licensor, neither during each LicensedYear nor during any Grace Period, nor after its expiration in accordance with the provisions of section 12.2.3.3.

 

12.2.3.3           Inaddition it is agreed that the Licensor Termination Option shall expire upon the earlier of (i) Commencement of phase II ClinicalTrial with respect to any Licensed Product has occurred, or (ii) XTL has entered into a Sublicense Agreement with a SubstantialThird Party or a Non Substantial Approved Sublicensee. It is hereby clarified that after such expiration of the Licensor TerminationOption no further Annual License Fee shall be required to be paid by XTL.

 

**12.2.4.          ***Bankruptcy.*

* *

**12.2.4.1.**EitherXTL or Licensor may terminate this Agreement upon notice to the other if the other party becomes insolvent, is adjudged bankrupt,applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarilyfiles for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in theevent an involuntary bankruptcy action is filed against the other party and not dismissed within * days, or if the other partybecomes the subject of liquidation or dissolution proceedings or otherwise discontinues business.

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

 

**12.2.4.2.**Notwithstandingthe foregoing, in the event a receiver or trustee (or the like) is appointed or XTL has entered into a settlement with its creditorsand XTL is otherwise meeting its obligations pursuant to this Agreement, Licensor shall not be entitled to terminate this Agreementas contemplated under Section 12.3.3.1 during such period.

 

**12.3.          Effectof Termination.**

 

**12.3.1.          ***Terminationof Rights.*****Upon termination by XTL, or by Licensor pursuant to this section 12 (i) the rights and license granted toXTL under Section 2 shall terminate; (ii) all rights in and to the Licensed Technology shall revert to Licensor and XTL shall notbe entitled to make any further use whatsoever of the Licensed Technology nor shall XTL develop, make, have made, use, offer tosell, sell, have sold, import, export, otherwise transfer physical possession of or otherwise transfer title to Licensed Productsdeveloped in whole or in part under the rights granted hereunder; and (iii) any existing agreements that contain a sublicense ofthe Licensed Technology shall terminate to the extent of such sublicense; *provided, however*, that, for each Sublicensee,upon termination of the sublicense agreement with such Sublicensee, Licensor shall be obligated, at the request of such Sublicensee,to enter into a new license agreement with such Sublicensee on substantially the same terms as those contained in such Sublicenseagreement and *provided further* that such terms shall be amended, if necessary, to the extent required to ensure that suchsublicense agreement does not impose any obligations or liabilities on Licensor which are not included in this Agreement.

 

**12.3.2           ***Grantsand Government Programs*. XTL may apply for Grants as part of Government Programs for the funding of the development and commercializationof Licensed Products. If XTL receives Grants and the associated Government Programs so require, this Agreement will become subjectto the applicable laws and regulations governing such Grants including, without limitation, the Law for the Encouragement of IndustrialResearch and Development, 5744-1984 as amended or supplemented from time to time and all regulations promulgated thereunder, therules and regulations of the Office of the Chief Scientist (the “**OCS**”) and the relevant directives of the DirectorGeneral of the Ministry of Trade, Industry and Employment, and the rules and regulations of the Incubator Program of the OCS.

 

**12.3.3.          ***AccruingObligations.*****Termination of this Agreement shall not relieve the parties of obligations occurring prior to such termination,including obligations to pay amounts accruing hereunder up to the date of termination.

 

**12.3.4**          *PostTermination Rights*. Upon termination by XTL, or by Licensor pursuant to this section 12, which is not due to breach of thisAgreement by XTL, XTL shall be entitled to receive *% (* percent) out of any proceeds actually paid to Licensor by any third partyin connection with the commercialization of the Licensed Technology up to an aggregated amount equal to the XTL R&D Expenses.

 

**12.4.          Survival.**The parties’ respective rights, obligations and duties which by their nature extend beyond the expiration or terminationof this Agreement, shall survive any expiration or termination of this Agreement.

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

 

**13.         Miscellaneous.**

** **

**13.1.          EntireAgreement.**This Agreement is the sole agreement with respect to the subject matter hereof and except as expressly set forthherein, supersedes all other agreements and understandings between the parties with respect to same.

 

**13.2.          Publicity.**

 

13.2.1           Subjectto Section 8.1.3, XTL and its Affiliates and Sublicensees shall not use the name of Licensor or its officers, employees, or agents,or any adaptation of such names, in any promotional material or other public announcement or disclosure relating to the subjectmatter of this Agreement or in connection with the marketing or sale of any Licensed Products, without the prior written consentof Licensor. Except as set out above, XTL and its Affiliates and Sublicensees shall be free to engage in any promotional and publicity-orientedactivity relating to the subject matter of this Agreement or in connection with the marketing or sale of any Licensed Products.

 

13.2.2           XTLis a public company traded on the Tel Aviv Stock Exchange and is subject to strict reporting requirements, inter alia, relatingto the subject matter of this Agreement.

 

Therefore, Licensorshall not issue any press release or make any public disclosure as to any information regarding XTL which is considered as InsideInformation, unless such press release or public disclosure shall be approved by XTL and by those parties mentioned in such pressrelease or public disclosure at least * hours in advance.

 

**13.3.          Notices.**Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and may be deliveredpersonally, or may be sent by facsimile or certified mail, return receipt requested, to the following addresses, unless the partiesare subsequently notified of any change of address in accordance with this Section 13.3:

 

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

 

 

Any notice shall be deemed to have been received as follows:(i) by personal delivery, upon receipt; (ii) by facsimile/email, one business day after transmission or dispatch; (iii) by airmail,three (3) business days after delivery to the postal authorities by the party serving notice. If notice is sent by facsimile/email,a confirming copy of the same shall be sent by mail to the same address.

 

* *****Confidentialmaterial redacted and filed separately with the Commission.

 

 

**13.4.          GoverningLaw and Jurisdiction.**This Agreement shall be governed by and construed in accordance with the laws of the State of Israel,without regard to the application of principles of conflicts of law, except for matters of patent law, which, other than for mattersof inventorship on patents, shall be governed by the patent laws of the relevant country of the patent. The parties hereby consentto personal jurisdiction in Israel and agree that any lawsuit they file to enforce their respective rights under this Agreementshall be brought in the competent court in Tel Aviv, Israel.

*** ***

**13.5.          BindingEffect.**This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives,successors and permitted assigns.

 

**13.6.          Headings.**Section and subsection headings are inserted for convenience of reference only and do not form a part of this Agreement.

 

**13.7.          Counterparts.**This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original.

 

**13.8.          Amendment;Waiver.**This Agreement may be amended, modified, superseded or canceled, and any of the terms may be waived, only by a writteninstrument executed by each party or, in the case of waiver, by the party waiving compliance. The delay or failure of any partyat any time or times to require performance of any provisions hereof shall in no manner affect the rights at a later time to enforcethe same. No waiver by either party of any condition or of the breach of any term contained in this Agreement, whether by conduct,or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of any suchcondition or of the breach of such term or any other term of this Agreement.

 

**13.9.          NoAgency or Partnership.**Nothing contained in this Agreement shall give any party the right to bind another, or be deemed toconstitute either parties as agents for each other or as partners with each other or any third party.

 

**13.10.         Assignmentand Successors.**This Agreement may not be assigned by either party without the consent of the other, which consent shall notbe unreasonably withheld, except that each party may, without such consent, assign this Agreement and the rights, obligations andinterests of such party, in whole or in part, to any of its Affiliates, to any purchaser of all or substantially all of its assetsor research to which the subject matter of this Agreement relates, or to any successor corporation resulting from any merger orconsolidation of such party with or into such corporation.

 

**13.11.         ForceMajeure.**Neither party will be responsible for delays resulting from causes beyond the reasonable control of such party, includingwithout limitation fire, explosion, flood, war, strike, or riot, provided that the nonperforming party uses commercially reasonableefforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatchwhenever such causes are removed.

 

**13.12.         Severability.**If any provision of this Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemedunenforceable, it is the intention of the parties that the remainder of this Agreement shall not be affected.

 

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**IN WITNESS WHEREOF,**the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

 

** **

** **

**EXHIBIT A**

**Patents and Patent Applications**

** **

**Assignee**: MOR - RESEARCH APPLICATIONSLTD.

**Priority** :US Prov.         19/Oct/2006

**Title**: COMBINED THERAPIES OF ANTIPSYCHOTICDRUGS AND TETRACYCLINES IN THE TREATMENT OF PSYCHIATRIC DISORDERS

 

**Abstract** :         Thepresent invention relates to the use of combinations of an antipsychotic drug and a tetracycline in the treatment of psychiatricdisorders, particularly schizophrenia. The invention describes the composition, methods of use, type of formulations, methods ofadministration, and a kit for the use of said combinations. The invention also provides methods for a combined therapy for treatmentof psychiatric disorders, particularly schizophrenia, comprising an antipsychotic drug and a tetracycline. The invention also providesa method for delaying or preventing the onset of schizophrenia.

 

 

* *****Confidentialmaterial redacted and filed separately with the Commission.