**Exhibit
      10.35**





**REGISTRATION
      RIGHTS AGREEMENT**





This
      Registration Rights Agreement (this “ Agreement ”)
      is
      made and entered into as of October 25, 2007, among XTL Biopharmaceuticals
      Ltd.,
      a public company limited by shares organized under the laws of the State of
      Israel (the “ Company ”),
      and
      the purchasers’ signatory hereto (each such purchaser is a “ Purchaser ”
and
      all
      such purchasers are, collectively, the “ Purchasers ”).





This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date hereof among the Company and the Purchasers (the “ Purchase
      Agreement ”).





The
      Company and the Purchasers hereby agree as follows:





1.  Definitions





**Capitalized
      terms used and not otherwise defined herein that are defined in the Purchase
      Agreement shall have the meanings given such terms in the Purchase
      Agreement.** As used
      in this Agreement, the following terms shall have the following
      meanings:





“ Commission ”
means
      the United States Securities and Exchange Commission.





“ Effectiveness
      Date ”
means,
      with respect to the Registration Statement registering for resale the
      Registrable Securities, the 90 th calendar
      day following the Closing Date (105 th calendar
      day in the event of a full review by the Commission); provided , however ,
      in the
      event that the Company is notified by the Commission that the Registration
      Statement will not be reviewed or is no longer subject to further review and
      comments, the Effectiveness Date as to the Registration Statement shall be
      the
      fifth Trading Day following the date on which the Company is so notified if
      such
      date precedes the dates required above.





“ Effectiveness
      Period ”
shall
      have the meaning set forth in Section 2(a).





“ Filing
      Date ”
means,
      with respect to the Registration Statement registering for resale the
      Registrable Securities, the 30 th day
      following the Closing Date.





“ Holder ”
or
      “ Holders ”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.





“ Indemnified
      Party ”
shall
      have the meaning set forth in Section 5(c).





“ Indemnifying
      Party ”
shall
      have the meaning set forth in Section 5(c).




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“ Proceeding ”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.





“ Prospectus ”
means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.





“ Registrable
      Securities ”
means
      all of the Shares **** issued
      or
      issuable as a result of any stock split, dividend or other distribution,
      recapitalization exchange or similar event with respect to the
      foregoing.




“ Registration
      Statement ”
means
      the registration statements required to be filed hereunder, including (in each
      case) the Prospectus, amendments and supplements to the Registration Statement
      or Prospectus, including pre- and post-effective amendments, all exhibits
      thereto, and all material incorporated by reference or deemed to be incorporated
      by reference in the registration statement.





“ Rule
      415 ”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.





“ Rule
      424 ”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.





“ Shares ”
means
      the Ordinary Shares purchased by the Purchasers under the Purchase
      Agreement.





2.  Shelf
      Registration





(a)  The
      Company shall prepare and, as soon as practicable, but in no event later than
      the Filing Date, file with the Commission a “Shelf” Registration Statement
      covering the resale of all of the Registrable Securities for an offering to
      be
      made on a continuous basis pursuant to Rule 415. The Registration Statement
      shall be on Form F-3, or other appropriate form, and shall contain (unless
      otherwise directed by the Holders and except to the extent the Company
      determines that modifications thereto are required under applicable law)
      substantially the “Plan of Distribution” attached hereto as Exhibit
      A .
      Subject
      to the terms of this Agreement, the Company shall use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after the filing thereof, but in any event prior to the
      Effectiveness Date, and shall use its best efforts to keep the Registration
      Statement continuously effective under the Securities Act until the date which
      is two years after the date that the Registration Statement is declared
      effective by the Commission or such earlier date when all Registrable Securities
      covered by the Registration Statement have been sold or may be sold without
      volume restrictions pursuant to Rule 144(k) as determined by the counsel to
      the
      Company pursuant to a written opinion letter to such effect, addressed and
      acceptable to the Company’s transfer agent and the affected Holders (the
“ Effectiveness
      Period ”).
      The
      Company shall immediately notify the Holders via facsimile or email of the
      effectiveness of the Registration Statement on the same day that the Company
      receives notification of the effectiveness from the Commission.




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(b)  If:
      (i)
      the Registration Statement is not filed on or prior to its Filing Date (if
      the
      Company files the Registration Statement without affording the Holders the
      opportunity to review and comment on the same as required by Section 3(b),
      the
      Company shall not be deemed to have satisfied clause (i)), or (ii) the Company
      fails to file with the Commission a request for acceleration in accordance
      with
      Rule 461 promulgated under the Securities Act, within five Trading Days of
      the
      date that the Company is notified (orally or in writing, whichever is earlier)
      by the Commission that the Registration Statement will not be “reviewed,” or not
      subject to further review, or (iii) prior to the Effectiveness Date, the Company
      fails to file a pre-effective amendment and otherwise respond in writing to
      comments made by the Commission in respect of the Registration Statement within
      ten Trading Days after the receipt of comments by or notice from the Commission
      that such amendment is required in order for the Registration Statement to
      be
      declared effective, or (iv) the Registration Statement filed or required to
      be
      filed hereunder is not declared effective by the Commission by the Effectiveness
      Date, or (v) after the Effectiveness Date, the Registration Statement ceases
      for
      any reason to remain continuously effective as to all Registrable Securities
      for
      which it is required to be effective, or the Holders are not permitted to
      utilize the Prospectus therein to resell such Registrable Securities for ten
      consecutive Trading Days or in any individual case an aggregate of fifteen
      Trading Days during any twelve month period (which need not be consecutive
      Trading Days) (any such failure or breach being referred to as an “ Event ”,
      and
      for purposes of clause (i) or (iv) the date on which such Event occurs, or
      for
      purposes of clause (ii) the date on which such five Trading Day period is
      exceeded, or for purposes of clause (iii) the date which such ten Trading Day
      period is exceeded, or for purposes of clause (v) the date on which such ten
      or
      fifteen Trading Day period, as applicable, is exceeded being referred to as
      “ Event
      Date ”),
      then,
      on each such Event Date and every monthly anniversary thereof until the
      applicable Event is cured, the Company shall pay to each Holder an amount in
      cash, as liquidated damages and not as a penalty, equal to **1.0%** per
      month
      of the Subscription Amount paid by such Holder pursuant to the Purchase
      Agreement for Registrable Securities then held by such Holder and covered (or
      to
      be covered) by the Registration Statement. If the Company fails to pay any
      liquidated damages pursuant to this Section in full within seven days after
      the
      date payable, the Company will pay interest thereon at a rate of **15%** per
      annum (or such lesser maximum amount that is permitted to be paid by applicable
      law) to the Holder, accruing daily from the date such liquidated damages are
      due
      until such amounts, plus all such interest thereon, are paid in full. The
      liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis
      for any portion of a month prior to the cure of an Event.




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(c)  The
      Holders holding at least a majority of the Registrable Securities shall have
      the
      right to select one legal counsel to review, comment and oversee any
      registration pursuant to this Section 2 (“Legal Counsel”), which shall be
      McDermott Will & Emory, or such other counsel as thereafter designated by
      the holders of at least a majority of the Registrable Securities.





3.  Registration
      Procedures





In
      connection with the Company’s registration obligations hereunder, the Company
      shall:





(a)  Permit
      Legal Counsel to review and comment upon a Registration Statement or any related
      Prospectus or any amendment or supplement thereto (including any document that
      would be incorporated or deemed to be incorporated therein by reference) at
      least five Trading Days prior to its filing with the Commission and Company
      shall not file any Registration Statement or any related Prospectus or any
      amendment or supplement thereto (including any document that would be
      incorporated or deemed to be incorporated therein by reference) in a form to
      which Legal Counsel reasonably objects in writing; provided that the liquidated
      damages set forth in Section 2(b) shall not accrue as a result of such
      objection. The Company shall promptly furnish to Legal Counsel, without charge,
      (i) copies of any correspondence between the Commission or the staff of the
      Commission, on one hand, and the Company or its representatives, on the other,
      relating to any Registration Statement and (ii) upon effectiveness of any
      Registration Statement, one copy of Prospectus or Prospectuses (including each
      form of prospectus) and each amendment or supplement thereto. The Company shall
      reasonably cooperate with Legal Counsel in performing the Company’s obligations
      pursuant to this Section 3.





(b)  Not
      less
      than three Trading Days prior to the filing of the Registration Statement or
      any
      related Prospectus or any amendment or supplement thereto (including any
      document that would be incorporated or deemed to be incorporated therein by
      reference), the Company shall, (i) furnish to each Holder copies of all such
      documents proposed to be filed, which documents (other than those incorporated
      or deemed to be incorporated by reference) will be subject to the review of
      such
      Holders, and (ii) cause its officers and directors, counsel and independent
      certified public accountants to respond to such inquiries as shall be necessary
      to conduct a reasonable investigation within the meaning of the Securities
      Act.





(c)  (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep the Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period; (ii) cause the related Prospectus to be amended or supplemented by
      any
      required Prospectus supplement (subject to the terms of this Agreement), and
      as
      so supplemented or amended to be filed pursuant to Rule 424; (iii) respond
      as
      promptly as reasonably possible, and in any event within ten Trading Days,
      to
      any comments received from the Commission with respect to the Registration
      Statement or any amendment thereto and as promptly as reasonably possible
      provide the Holders true and complete copies of all correspondence from and
      to
      the Commission relating to the Registration Statement; and (iv) comply in all
      material respects with the provisions of the Securities Act and the Exchange
      Act
      with respect to the disposition of all Registrable Securities covered by the
      Registration Statement during the applicable period in accordance (subject
      to
      the terms of this Agreement) with the intended methods of disposition by the
      Holders thereof set forth in the Registration Statement as so amended or in
      such
      Prospectus as so supplemented.




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(d)  Notify
      the Holders of Registrable Securities to be sold and Legal Counsel (which
      notice, pursuant to clauses (ii) through (vi) hereof, shall be accompanied
      by an
      instruction to suspend the use of the Prospectus until the requisite changes
      have been made) as promptly as reasonably possible and (if requested by any
      such
      Person) confirm such notice in writing no later than two Trading Days following
      the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
      amendment to the Registration Statement is proposed to be filed; (B) when the
      Commission notifies the Company whether there will be a “review” of the
      Registration Statement and whenever the Commission comments in writing on the
      Registration Statement (the Company shall provide true and complete copies
      thereof and all written responses thereto to each of the Holders); and (C)
      with
      respect to the Registration Statement or any post-effective amendment, when
      the
      same has become effective; (ii) of any request by the Commission or any other
      Federal or state governmental authority for amendments or supplements to the
      Registration Statement or Prospectus or for additional information; (iii) of
      the
      issuance by the Commission of any stop order suspending the effectiveness of
      the
      Registration Statement covering any or all of the Registrable Securities or
      the
      initiation of any Proceedings for that purpose; (iv) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; (v) of the occurrence of any event or passage of time that makes the
      financial statements included in the Registration Statement ineligible for
      inclusion therein or any statement made in the Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      the
      Registration Statement, Prospectus or other documents so that, in the case
      of
      the Registration Statement or the Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading; and
      (vi) the occurrence or existence of any pending corporate development with
      respect to the Company that the Company believes may be material and that,
      in
      the determination of the Company, makes it not in the best interest of the
      Company to allow continued availability or the Registration Statement or
      Prospectus; provided that the Company shall not disclose the nature of such
      information to the Holder.




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(e)  Promptly
      deliver to each Holder, without charge, as many copies of the Prospectus or
      Prospectuses (including each form of prospectus) and each amendment or
      supplement thereto as such Persons may reasonably request. Subject to the terms
      of this Agreement, the Company hereby consents to the use of such Prospectus
      and
      each amendment or supplement thereto by each of the selling Holders in
      connection with the offering and sale of the Registrable Securities covered
      by
      such Prospectus and any amendment or supplement thereto.





(f)  Use
      commercially reasonable efforts to register or qualify the resale of such
      Registrable Securities as required under applicable securities or Blue Sky
      laws
      of each State within the United States as any Holder requests in writing, to
      keep each the Registration or qualification (or exemption therefrom) effective
      during the Effectiveness Period; provided, that the Company shall not be
      required to qualify generally to do business in any jurisdiction where it is
      not
      then so qualified or subject the Company to any material tax in any such
      jurisdiction where it is not then so subject.





(g)  Cooperate
      with the Holders to facilitate the timely preparation and delivery of ADRs
      representing Registrable Securities to be delivered to a transferee pursuant
      to
      the Registration Statement, which shall be free, to the extent permitted by
      the
      Purchase Agreement, of all restrictive legends, and to enable such ADRs to
      be in
      such denominations and registered in such names as any such Holders may
      request.





(h)  Upon
      the
      occurrence of any event contemplated by this Section 3, as promptly as
      reasonably possible under the circumstances prepare a supplement or amendment,
      including a post-effective amendment, to the Registration Statement or a
      supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, neither the Registration Statement nor such
      Prospectus will contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading. If the
      Company notifies the Holders in accordance with clauses (ii) through (vi) of
      Section 3(d) above to suspend the use of any Prospectus until the requisite
      changes to such Prospectus have been made, or the Company otherwise notifies
      the
      Holders of its election to suspend the availability of the Registration
      Statement and Prospectus pursuant to clause (vi) of Section 3(d), then the
      Holders shall suspend use of such Prospectus. The Company will use its best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is practicable, except that in the case of suspension of the availability of
      the
      Registration Statement and Prospectus pursuant to clause (vi) of Section 3(d),
      the Company shall not be required to take such action until such time as it
      shall determine that the continued availability of the Registration Statement
      and Prospectus is no longer not in the best interests of the Company. The
      Company shall be entitled to exercise its right under this Section 3(h) to
      suspend the availability of the Registration Statement and Prospectus, subject
      to the payment of liquidated damages pursuant to Section 2(b), for a period
      not
      to exceed 60 consecutive days or for multiple periods not to exceed 90 days
      in
      any 12 month period .




6





(i)  Comply
      with all applicable rules and regulations of the Commission.





(j)  Use
      its
      best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of
      (i) any order suspending the effectiveness of the Registration Statement, or
      (ii) any suspension of the qualification (or exemption from qualification)
      of
      any of the Registrable Securities for sale in any jurisdiction, at the earliest
      practicable moment.





(k)  The
      Company may require, at any time prior to the third Trading Day prior to the
      Filing Date, each Holder to furnish to the Company a statement as to the number
      of Ordinary Shares beneficially owned by such Holder and, if requested by the
      Commission, the controlling person thereof, within three Trading Days of the
      Company’s request. During any periods that the Company is unable to meet its
      obligations hereunder with respect to the registration of the Registrable
      Securities solely because any Holder fails to furnish such information within
      three Trading Days of the Company’s request, any liquidated damages that are
      accruing at such time shall be tolled, until such information is delivered
      to
      the Company.





4.  Registration
      Expenses .
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to the Registration Statement. The
      fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with the
      Trading Market on which the ADRs are then listed for trading, and (B) in
      compliance with applicable state securities or Blue Sky laws reasonably agreed
      to by the Company in writing (including, without limitation, fees and
      disbursements of counsel for the Company in connection with Blue Sky
      qualifications or exemptions of the Registrable Securities and determination
      of
      the eligibility of the Registrable Securities for investment under the laws
      of
      such jurisdictions as requested by the Holders)), (ii) printing expenses
      (including, without limitation, expenses of printing certificates for
      Registrable Securities and of printing prospectuses requested by the Holders),
      (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
      of
      counsel for the Company, and (v) reasonable fees and disbursements of Legal
      Counsel, and (vi) fees and expenses of all other Persons retained by the Company
      in connection with the consummation of the transactions contemplated by this
      Agreement. In addition, the Company shall be responsible for all of its internal
      expenses incurred in connection with the consummation of the transactions
      contemplated by this Agreement (including, without limitation, all salaries
      and
      expenses of its officers and employees performing legal or accounting duties),
      the expense of any annual audit and the fees and expenses incurred in connection
      with the listing of the Registrable Securities on any securities exchange as
      required hereunder. In no event shall the Company be responsible for any broker
      or similar commissions or, except to the extent provided for in the Transaction
      Documents, any legal fees or other costs of the Holders.




7





5.  Indemnification





(a)  *Indemnification
      by the Company* .
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, members, partners, agents,
      brokers (including brokers who offer and sell Registrable Securities as
      principal as a result of a pledge or any failure to perform under a margin
      call
      of ADRs), investment advisors and employees of each of them, each Person who
      controls any such Holder (within the meaning of Section 15 of the Securities
      Act
      or Section 20 of the Exchange Act) and the officers, directors, members,
      partners, agents and employees of each such controlling Person, to the fullest
      extent permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, judgments, fines, penalties, charges, costs (including,
      without limitation, costs of preparation and reasonable attorneys’ fees) and
      expenses (collectively, “ Losses ”),
      as
      incurred, arising out of or relating to (i) any breach of applicable securities
      laws or untrue or alleged untrue statement of a material fact contained in
      the
      Registration Statement, any Prospectus or any form of prospectus or in any
      amendment or supplement thereto or in any preliminary prospectus, or arising
      out
      of or relating to any omission or alleged omission of a material fact required
      to be stated therein or necessary to make the statements therein (in the case
      of
      any Prospectus or form of prospectus or supplement thereto, in light of the
      circumstances under which they were made) not misleading, except to the extent,
      but only to the extent, that (1) such untrue statements or omissions or alleged
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement, such Prospectus or such form of Prospectus or in
      any
      amendment or supplement thereto or (2) in the case of an occurrence of an event
      of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of an
      outdated or defective Prospectus after the Company has notified such Holder
      in
      writing that the Prospectus is outdated or defective and prior to the receipt
      by
      such Holder of the Advice contemplated in Section 6(e); (ii) any
      violation or alleged violation by the Company of the Securities Act, the
      Exchange Act, any other law, including, without limitation, any state securities
      laws, or any rule or regulation thereunder relating to the offer or sale of
      the
      Registrable Securities pursuant to a Registration Statement; or (iii) any
      material violation of this Agreement by the Company, its agents or
      representatives .
      The
      Company shall notify the Holders promptly of the institution, threat or
      assertion of any Proceeding arising from or in connection with the transactions
      contemplated by this Agreement of which the Company is aware.





(b)  *Indemnification
      by Holders* .
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses (as determined by a court of competent jurisdiction
      in a final judgment not subject to appeal or review) arising out of or based
      upon any untrue statement of a material fact contained in any Registration
      Statement, any Prospectus, or any form of prospectus, or in any amendment or
      supplement thereto, arising solely out of or based solely upon: (i) such
      Holder’s failure to comply with the prospectus delivery requirements of the
      Securities Act or (ii) any omission of a material fact required to be stated
      therein or necessary to make the statements therein not misleading to the
      extent, but only to the extent, such untrue statement or omission is contained
      in any information so furnished in writing by such Holder to the Company
      specifically for inclusion in the Registration Statement or such Prospectus
      or
      to the extent that (1) such untrue statements or omissions are based upon
      information regarding such Holder furnished in writing to the Company by such
      Holder expressly for use therein, or to the extent such information relates
      to
      such Holder or such Holder’s proposed method of distribution of Registrable
      Securities and was reviewed and expressly approved in writing by such Holder
      expressly for use in the Registration Statement, such Prospectus or such form
      of
      Prospectus or in any amendment or supplement thereto or (2) in the case of
      an
      occurrence of an event of the type specified in Section 3(d)(ii)-(vi), the
      use
      by such Holder of an outdated or defective Prospectus after the Company has
      notified such Holder in writing that the Prospectus is outdated or defective
      and
      prior to the receipt by such Holder of the Advice contemplated in Section 6(e).
      In no event shall the liability of any selling Holder hereunder be greater
      in
      amount than the dollar amount of the net proceeds received by such Holder upon
      the sale of the Registrable Securities covered by such Registration Statement
      giving rise to such indemnification obligation.




8





(c)  *Conduct
      of Indemnification Proceedings* .
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “ Indemnified
      Party ”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “ Indemnifying
      Party ”)
      in
      writing, and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to the Indemnified Party
      and
      the payment of all fees and expenses incurred in connection with defense
      thereof; provided, that the failure of any Indemnified Party to give such notice
      shall not relieve the Indemnifying Party of its obligations or liabilities
      pursuant to this Agreement, except (and only) to the extent that such failure
      shall have prejudiced the Indemnifying Party.





An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (2) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a material conflict of interest is likely to exist if the same
      counsel were to represent such Indemnified Party and the Indemnifying Party
      (in
      which case, if such Indemnified Party notifies the Indemnifying Party in writing
      that it elects to employ separate counsel at the expense of the Indemnifying
      Party, the Indemnifying Party shall not have the right to assume the defense
      thereof and the expense of one such counsel for each Holder shall be at the
      expense of the Indemnifying Party). The Indemnifying Party shall not be liable
      for any settlement of any such Proceeding effected without its written consent,
      which consent shall not be unreasonably withheld. No Indemnifying Party shall,
      without the prior written consent of the Indemnified Party, effect any
      settlement of any pending Proceeding in respect of which any Indemnified Party
      is a party, unless such settlement includes an unconditional release of such
      Indemnified Party from all liability on claims that are the subject matter
      of
      such Proceeding.




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Subject
      to the terms of this Agreement, all reasonable fees and expenses of the
      Indemnified Party (including reasonable fees and expenses to the extent incurred
      in connection with investigating or preparing to defend such Proceeding in
      a
      manner not inconsistent with this Section) shall be paid to the Indemnified
      Party, as incurred, within 10 Trading Days of written notice thereof to the
      Indemnifying Party (regardless of whether it is ultimately determined that
      an
      Indemnified Party is not entitled to indemnification hereunder; provided, that
      the Indemnifying Party may require such Indemnified Party to undertake to
      reimburse all such fees and expenses to the extent it is finally judicially
      determined that such Indemnified Party is not entitled to indemnification
      hereunder).





(d)  *Contribution* .
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses
      incurred by such party in connection with any Proceeding to the extent such
      party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms.





The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which
      the
      proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission.




10





The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.





6.  Miscellaneous





(a)  *Amendments
      and Waivers* .
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and all of the Holders of the then outstanding Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart from
      the provisions hereof with respect to a matter that relates exclusively to
      the
      rights of Holders and that does not directly or indirectly affect the rights
      of
      other Holders may be given by Holders of all of the Registrable Securities
      to
      which such waiver or consent relates; provided , however ,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding sentence.





(b)  *No
      Inconsistent Agreements* .
      Neither
      the Company nor any of its subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its subsidiaries, on or after the date of this
      Agreement, enter into any agreement with respect to its securities, that would
      have the effect of impairing the rights granted to the Holders in this Agreement
      or otherwise conflicts with the provisions hereof. Except as set forth on
      Schedule 6(b), neither the Company nor any of its subsidiaries has previously
      entered into any agreement granting any registration rights with respect to
      any
      of its securities to any Person that have not been satisfied in
      full.





(c)  *No
      Piggyback on Registrations* .
      Neither
      the Company nor any of its security holders (other than the Holders in such
      capacity pursuant hereto) may include securities of the Company in the
      Registration Statement other than the Registrable Securities, and the Company
      shall not after the date hereof enter into any agreement providing any such
      right to any of its security holders. In addition, the Company shall not cause
      any other registration statement to become effective prior to the Effective
      Date.





(d)  *Compliance* .
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to the Registration Statement.





(e)  *Discontinued
      Disposition* .
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Sections 3(d)(ii) through (vi), such Holder will forthwith
      discontinue disposition of such Registrable Securities under the Registration
      Statement until such Holder’s receipt of the copies of the supplemented
      Prospectus and/or amended Registration Statement contemplated by Section 3(h),
      or until it is advised in writing (the “Advice”) by the Company that the use of
      the applicable Prospectus may be resumed, and, in either case, has received
      copies of any additional or supplemental filings that are incorporated or deemed
      to be incorporated by reference in such Prospectus or Registration Statement.
      The Company may provide appropriate stop orders to enforce the provisions of
      this paragraph. The
      Company agrees and acknowledges that any periods during which the Holder is
      required to discontinue the disposition of the Registrable Securities hereunder
      shall be subject to the provisions of Section 2(b).




11





(f)  *Piggy-Back
      Registrations* .
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than a registration
      statement relating to equity securities to be issued solely in connection with
      any acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans, then the Company
      shall send to each Holder written notice of such determination and, if within
      ten Trading Days after receipt of such notice, any such Holder shall so request
      in writing, the Company shall include in the Registration Statement all or
      any
      part of such Registrable Securities such holder requests to be registered;
      provided, that, the Company shall not be required to register any Registrable
      Securities pursuant to this Section 6(f) that are eligible for resale pursuant
      to Rule 144(k) promulgated under the Securities Act or that are the subject
      of a
      then effective Registration Statement.





(g)  *Notices* .
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the Purchase Agreement.





(h)  *Successors
      and Assigns* .
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of all of the Holders of the then-outstanding
      Registrable Securities. Each Holder may assign their respective rights hereunder
      in the manner and to the Persons as permitted under the Purchase
      Agreement.





(i)  *Counterparts* .
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.




12





(j)  *Governing
      Law* .
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party hereby irrevocably submits
      to
      the exclusive jurisdiction of the state and federal courts sitting in the City
      of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
      or in connection herewith or with any transaction contemplated hereby or
      discussed herein, and hereby irrevocably waives, and agrees not to assert in
      any
      suit, action or proceeding, any claim that it is not personally subject to
      the
      jurisdiction of any such court, that such suit, action or proceeding is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address in effect for notices to
      it
      under the Purchase Agreement and agrees that such service shall constitute
      good
      and sufficient service of process and notice thereof. Nothing contained herein
      shall be deemed to limit in any way any right to serve process in any manner
      permitted by law. Each party hereto hereby irrevocably waives, to the fullest
      extent permitted by applicable law, any and all right to trial by jury in any
      legal proceeding arising out of or relating to this Agreement or the
      transactions contemplated hereby. If either party shall commence a Proceeding
      to
      enforce any provisions of this Agreement, then the prevailing party in such
      Proceeding shall be reimbursed by the other party for its attorneys fees and
      other costs and expenses incurred with the investigation, preparation and
      prosecution of such Proceeding.





(k)  *Cumulative
      Remedies* .
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.





(l)  *Severability* .
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.





(m)  *Headings* .
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.





(n)  *Remedies* .
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate.




13





(o)  *Independent
      Nature of Purchasers’ Obligations and Rights* .
      The
      obligations of each Purchaser hereunder is several and not joint with the
      obligations of any other Purchaser hereunder, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser hereunder. Nothing contained herein or in any other agreement or
      document delivered at any closing, and no action taken by any Purchaser pursuant
      hereto or thereto, shall be deemed to constitute the Purchasers as a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Purchasers are in any way acting in concert with
      respect to such obligations or the transactions contemplated by this Agreement.
      Each Purchaser shall be entitled to protect and enforce its rights, including
      without limitation the rights arising out of this Agreement, and it shall not
      be
      necessary for any other Purchaser to be joined as an additional party in any
      proceeding for such purpose.





********************




14





IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.




**XTL
                BIOPHARMACEUTICALS LTD.**By:
            /s/
              Ron
              BentsurName:
              Ron BentsurTitle:
              Chief Executive Officer




[SIGNATURE
      PAGE OF HOLDERS FOLLOWS]







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**EYAL
                    CARMON**By:
              /s/
                Eyal
                CarmonName:Eyal
                CarmonTitle:









[SIGNATURE
      PAGE OF HOLDERS TO RRA]




**MANIV
                      (BRUNSTEIN) BUSINESS PROMOTION AND DEVELOPMENT
                      LTD.**By:
              /s/
                BrusteinName:Title:President
                  & CEO







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**QUOGUE
                          CAPITAL**By:
                /s/
                  Wayne RothbaumName:Wayne
                  RothbaumTitle:President


[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**PERCEPTIVE
                            LIFE SCIENCES MASTER FUND
                            LTD.**By:
                /s/
                  James MannixName:James
                  MannixTitle:COO







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**DELAWARE
                              CHARTER GUARANTEE AND
                              TRUST**By:
                /s/
                  Steve
                  OliveiraName:Steve
                  OliviveiraTitle:Trustee







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**VERSANT
                                CAPITAL MANAGEMENT
                                LLC**By:
                /s/
                  Herriot TabuteauName:Herriot
                  TabuteauTitle:Managing
                    Member







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**TMW
                                    CAPITAL,
                                    LLC**By:
                  /s/
                    Todd
                    WiderName:Todd
                    WiderTitle:President


[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**CAT
                                    TRAIL CAPITAL
                                    LLC**By:
                /s/
                  David DakkarName:David
                  DakkarTitle:Managing
                    Partner







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**JAMES
                                      F. OLIVIERO,
                                      III**By:
                James
                  F.
                  Oliviero, IIIName:James
                  F. Oliviero, IIITitle:







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**BRIAN
                                        S.
                                        WATERMAN**By:
                /s/
                  Brian S. WatermanName:Brian
                  S. WatermanTitle:







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**JAMES
                                            D.
                                            KUHN**By:
                  /s/
                    James D. KuhnName:James
                    D. KuhnTitle:President


[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**PROMED
                                          OFFSHORE FUND,
                                          LTD.**By:
                /s/
                  Barry KurokawaName:Barry
                  KurokawaTitle:Managing
                    Director







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**PROMED
                                            PARTNERS,
                                            LP**By:
                /s/
                  Barry KurokawaName:Barry
                  KurokawaTitle:Managing
                    Director









[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**IROQUOIS
                                              MASTER FUND
                                              LTD.**By:
                /s/
                  Joshua SilvermanName:Joshua
                  SilvermanTitle:Authorized
                    Signatory







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**M.D.K.
                                                FOUNDATION
                                                INC.**By:
                /s/
                  Wayne RothbaumName:Wayne
                  RothbaumTitle:President







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**SCO
                                                  CAPITAL PARTNERS,
                                                  LP**By:
                /s/
                  Steven H. RouhandehName:Steven
                  H. RouhandehTitle:Managing
                    Member







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**SENVEST
                                                    ISRAEL PARTNERS
                                                    LP**By:
                /s/
                  George MalikonisName:George
                  MalikonisTitle:Vice
                    President







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**SENVEST
                                                      MASTER FUND
                                                      LP**By:
                /s/
                  George MalikonisName:George
                  MalikonisTitle:Vice
                    President







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**KENNETH
                                                        HOBERMAN**By:
                /s/
                  Kenneth HobermanName:Kenneth
                  HobermanTitle:







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**CLEARWATER
                                                          OFFSHORE FUND,
                                                          LTD.**By:
                /s/
                  H.
                  HeyeName:H.
                  HeyeTitle:Trading
                      Manager







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**CLEARWATER
                                                          FUND I,
                                                          LLP**By:
                /s/
                  H.
                  HeyeName:H.
                  HeyeTitle:Trading
                      Manager









[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**GREGORY
                                                          F.
                                                          KIERNAN**By:
                /s/ Gregory F. KiernanName:Gregory
                  KiernanTitle:







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**SONOSTAR
                                                          CAPITAL PARTNERS,
                                                          LLC**By:
                /s/ Gregory F. KiernanName:Gregory
                  F. KiernanTitle:Managing
                    Member







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**PUNK
                                                          ZIEGEL &
                                                          CO.**By:
                /s/ Ira Z. LeidermanName:Ira
                  Z. LeidermanTitle:Managing
                    Director







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**GADI
                                                            BEN
                                                            ARI**By:
                /s/ Gadi Ben AriName:Gadi
                    Ben AriTitle:








[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**THE
                                                            ISRAEL AIRCRAFT INDUSTRIES
                                                            WORKER PROVIDENT
                                                            FUND**By:
                /s/ Yael AroshasName:Yael
                    AroshasTitle:Investment
                      Manager







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**DAVID
                                                              TUBOUL**By:
                /s/ David TuBoulName:David
                    TuBoulTitle:







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**MEITAV
                                                                  PENSION
                                                                  LTD.**By:
                  /s/ Avi BerkowitzName:Avi
                      BerkovitzTitle:


[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**MEITAV
                                                                  MISHAN
                                                                  LTD.**By:
                /s/ Avi BerkowitzName:Avi
                    BerkovitzTitle:







[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**MEITAV
                                                                      GEMEL
                                                                      LTD.**By:
                  /s/ Avi BerkowitzName:Avi
                      BerkovitzTitle:


[SIGNATURE
      PAGE OF HOLDERS TO RRA]


**MEITAV
                                                                      UNDERWRITING
                                                                      LTD.**By:
                /s/ Yonatan MalcaName:Yonatan
                    MalcaTitle:CEO




By:
                /s/ Ben AmraniName:Ben
                    AmraniTitle:Nostro
                      Manager







**Exhibit
      A**




**Plan
      of Distribution**




The
      selling shareholders and any of their pledgees, assignees and
      successors-in-interest may, from time to time, sell any or all of their ADRs
      on
      any stock exchange, market or trading facility on which the ADRs are traded
      or
      in private transactions. These sales may be at fixed or negotiated prices.
      The
      selling shareholders may use any one or more of the following methods when
      selling ordinary shares:




·
            ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;




·
            block
                trades in which the broker-dealer will attempt to sell the ADRs as
                agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;




·
            purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;




·
            an
                exchange distribution in accordance with the rules of the applicable
                exchange;




·
            privately
                negotiated transactions;




·
            settlement
                of short sales created after the date of this
                Prospectus;




·
            broker-dealers
                may agree with the selling shareholders to sell a specified number
                of such
                ADRs at a stipulated price per ADR;




·
            a
                combination of any such methods of sale;
                and




·
            any
                other method permitted pursuant to applicable
                law.




The
      selling shareholders may also sell ADRs under Rule 144 under the Securities
      Act,
      if available, rather than under this prospectus. Broker-dealers engaged by
      the
      selling shareholders may arrange for other brokers-dealers to participate in
      sales. Broker-dealers may receive commissions or discounts from the selling
      shareholders (or, if any broker-dealer acts as agent for the purchaser of
      shares, from the purchaser) in amounts to be negotiated. The selling
      shareholders do not expect these commissions and discounts to exceed what is
      customary in the types of transactions involved.




The
      selling shareholder may from time to time pledge or grant a security interest
      in
      some or all of the ADRs owned by them and, if they default in the performance
      of
      their secured obligations, the pledgees or secured parties may offer and sell
      the ADRs from time to time under this prospectus, or under an amendment to
      this
      prospectus under Rule 424(b)(3) or other applicable provision of the Securities
      Act of 1933 amending the list of selling shareholders to include the pledgee,
      transferee or other successors in interest as selling shareholders under this
      prospectus.









The
      selling shareholders also may transfer the ADRs in other circumstances, in
      which
      case the transferees, pledgees or other successors in interest will be the
      selling beneficial owners for purposes of this prospectus.




The
      selling shareholders and any broker-dealers or agents that are involved in
      selling the ADRs may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      ADRs purchased by them may be deemed to be underwriting commissions or discounts
      under the Securities Act. The selling shareholders have informed the Company
      that none of them have any agreement or understanding, directly or indirectly,
      with any person to distribute the ADRs.




The
      Company is required to pay all fees and expenses incurred by the Company
      incident to the registration of the ADRs. The Company has agreed to indemnify
      the selling shareholders against certain losses, claims, damages and
      liabilities, including liabilities under the Securities Act.