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




Exhibit
10.43




ASSET
PURCHASE AGREEMENT




dated as
of




March 18,
2009




between




XTL
BIOPHARMACEUTICALS LTD




as
Buyer,




and




BIO-GAL
LIMITED




as
Seller


TABLE
OF CONTENTS
  ARTICLE
      I
                        
                        PURCHASE
      AND SALE OF ASSETS
                        11.1
                        
                        Purchase
      and Sale of Assets
                        11.2
                        
                        Assumption
      of Liabilities
                        11.3
                        
                        Retained
      Liabilities
                        21.4
                        
                        Purchase
      Price
                        21.5
                        
                        The
      Closing
                        31.6
                        
                        Further
      Assurances
                        4ARTICLE
      II
                        
                        REPRESENTATIONS
      AND WARRANTIES OF SELLER
                        42.1
                        
                        Organization,
      Qualification and Corporate Power
                        42.2
                        
                        Authorization
      of Transaction
                        42.3
                        
                        Noncontravention
                        52.4
                        
                        Absence
      of Changes
                        52.5
                        
                        Legal
      Proceedings
                        62.6
                        
                        Tax
      Matters
                        62.7
                        
                        Title
      to and Condition of Acquired Assets
                        62.8
                        
                        Intellectual
      Property.
                        62.9
                        
                        Brokers’
      Fees
                        8ARTICLE
      III
                        
                        REPRESENTATIONS
      AND WARRANTIES OF BUYER
                        93.1
                        
                        Organization
      and Corporate Power
                        93.2
                        
                        Authorization
      of the Transaction
                        93.3
                        
                        Noncontravention
                        93.4
                        
                        SEC
      Reports; Financial Statements
                        93.5
                        
                        Legal
      Proceedings
                        113.6
                        
                        Tax
      Matters
                        113.7
                        
                        Brokers’
      Fees
                        113.8
                        
                        Financial
      Capability
                        11ARTICLE
      IV
                        
                        CONDITIONS
      TO CLOSING
                        114.1
                        
                        Conditions
      to Obligations of Buyer
                        114.2
                        
                        Conditions
      to Obligations of Seller
                        11ARTICLE
      V
                        
                        COVENANTS
                        125.1
                        
                        Proprietary
      Information
                        125.2
                        
                        Tax
      Matters
                        125.3
                        
                        Sharing
      of Data
                        125.4
                        
                        Certain
      Actions
                        12ARTICLE
      VI
                        
                        DEFINITIONS
                        13ARTICLE
      VII
                        
                        MISCELLANEOUS
                        167.1
                        
                        Survival
      of Representations and Warranties; Limitations
                        167.2
                        
                        No
      Third Party Beneficiaries
                        16
  
  7.3
                    
                    Entire
      Agreement
                    167.4
                    
                    Succession
      and Assignment
                    177.5
                    
                    Counterparts
      and Facsimile Signature
                    177.6
                    
                    Headings
                    177.7
                    
                    Notices
                    177.8
                    
                    Governing
      Law
                    187.9
                    
                    Amendments
      and Waivers
                    187.10
                    
                    Severability
                    187.11
                    
                    Expenses
                    187.12
                    
                    Specific
      Performance
                    187.13
                    
                    Confidentiality
                    18
 
 EXHIBITS
 
 Exhibit
      A
                Acquired
      AssetsExhibit
      B
                Form
      of Bill of SaleExhibit
      C
                Form
      of Assignment and Assumption
Agreement
 
 SCHEDULES
 
 Disclosure
Schedules
  -ii–
  ASSET
PURCHASE AGREEMENT
  This
ASSET PURCHASE AGREEMENT   (this “Agreement”), entered
into as of March 18, 2009, is by and between XTL Biopharmaceuticals Ltd., a
public company limited by shares organized under the laws of the State of Israel
(“Buyer”), and
Bio-Gal Limited, a private company limited by shares organized under the laws of
Gibraltar (“Seller”).  Capitalized
terms used in this Agreement shall have the meanings ascribed to them in
Article VII.
  WHEREAS, Buyer desires to
purchase from Seller, and Seller desires to sell to Buyer, certain of the assets
of Seller on the terms and subject to the conditions set forth
herein;
  WHEREAS, Seller is party to
the Research and License Agreement, dated as of January 7, 2002, as amended from
time to time (the "Yeda License"),
between Mor Research Applications Ltd., an Israeli corporation and Yeda Research
and Development Company Ltd., an Israeli corporation (collectively, “Yeda”) ;
  WHEREAS, Seller has performed
certain research and development studies in relation to the subject matter of
the Yeda License, as more fully detailed in Appendix A attached
hereto (the "Clinical
Studies"; the Yeda License and the Clinical Studies shall herein after
collectively be referred to herein as the "Seller's
Assets");
  WHEREAS, Seller wishes to
transfer, convey and assign all of its rights and benefits under the Acquired
Assets, and Buyer wishes to acquire the Acquired Assets and assume
all  of Seller’s obligations under the Yeda License; and
  NOW, THEREFORE, in
consideration of the premises, and the covenants, promises, representations and
warranties set forth herein, and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by the parties),
intending to be legally bound hereby, the Parties agree as follows:
  ARTICLE
I
  PURCHASE
AND SALE OF ASSETS
  1.1           Purchase and Sale of
Assets.  At the Closing, upon and subject to the terms and
conditions of this Agreement, (a) Buyer shall purchase from Seller, and
Seller shall sell, transfer, convey, assign and deliver to Buyer, all of its
right, title and interest in, to and under the Acquired Assets, in each case
free and clear of all Liens, by delivery of one or more Bills of Sale in
substantially the form set forth in ExhibitB
hereto, and an Assignment and Assumption Agreement in substantially the form set
forth in Exhibit C hereto
and such other instruments of transfer and title as Buyer may otherwise
reasonably request, in each case in form and substance reasonably acceptable to
Buyer and Seller, and (b) Seller shall deliver to Buyer, or otherwise put
Buyer in possession and control of, all of the Acquired Assets of a tangible
nature.
  1.2           Assumption of
Liabilities.  At the Closing, on the terms and subject to the
conditions set forth in this Agreement, Buyer shall assume, effective as of the
Closing, those Liabilities that arise out of the ownership or use by Buyer and
its Subsidiaries of, or the exercise by Buyer and its Subsidiaries of rights
under, the Acquired Assets (and that relate to periods) after the Closing
(collectively, the “Assumed Liabilities”)
and no other Liabilities.
  
  1.3           Retained
Liabilities.  Buyer shall not assume or be liable for any
Retained Liabilities.  “Retained Liabilities”
mean all Liabilities of Seller and its Subsidiaries other than Assumed
Liabilities, including all Liabilities in the following categories:
  (a)    Liabilities
that arise out of or relate to the ownership or use of, or the exercise of
rights under, the Acquired Assets by Seller and its Subsidiaries prior to the
Closing;
  (b)    Liabilities
in respect of any and all products sold and/or services performed by Seller and
its Subsidiaries prior to the Closing;
  (c)    Liabilities
in respect of a breach or nonperformance by or default of Seller or any of its
Subsidiaries occurring   prior to the Closing;
  (d)    Liabilities
arising out of, under or in connection with any Indebtedness of Seller or any of
its Subsidiaries;
  (e)    Liabilities
of Seller and its Subsidiaries in respect of any pending or threatened Action or
Proceeding or claim to the extent arising out of, relating to, or otherwise in
respect of the ownership or use of, or the exercise of rights under, the
Acquired Assets prior to the Closing; and
  (f)     Liabilities
relating to amounts required to be paid by Seller hereunder.
  1.4           Purchase
Price.
  (a)    The
aggregate purchase price to be paid by Buyer for the Acquired Assets shall be as
follows: (i) upon the Closing - the issuance to the Seller of ***** Ordinary
Shares, NIS 0.10 each, of the Buyer, representing *****% of the current issued
and outstanding share capital of the Buyer , for no consideration, and subject
to the terms and conditions herein (the "Initial Shares"), and
(ii) upon the Successful Completion of Phase 2 – the payment of an amount of
US$10,000,000 to the Seller (the "Milestone Payment").
The Milestone Payment shall be paid by the Buyer to the Seller within thirty
(30) days from the Successful Completion of the Phase2. Notwithstanding the
aforesaid, the Buyer may decide, at its sole and absolute discretion, to issue
to the Seller an additional amount of ***** Ordinary Shares, NIS 0.10 each of
the Buyer, for no consideration, in lieu for the payment of the Milestone
Payment (the "Additional Shares").
In the event that the Buyer did not issue the Additional Shares to the Seller
within such thirty (30) days from the Successful Completion of the Phase2, then
the Buyer will be obligated to make the Milestone Payment.
 
 *
*****Confidential material redacted and filed separately with the
Commission.
 
 -2–
  (b)  
Seller acknowledges that the Shares are being acquired pursuant to an exemption
from registration under the Securities Act of 1933, as amended (the “Securities Act”) and
that the Shares may be transferred only pursuant to an effective registration
statement or an exemption from registration under the Securities
Act.  Seller represents that it is familiar with Rule 144 under the
Securities Act.  Seller shall not be permitted to transfer any Shares
in the absence of an effective registration statement unless Seller has
furnished Parent with an opinion of counsel, reasonably satisfactory to Parent,
that such disposition does not require registration of such Shares under the
Securities Act.  It is agreed that Parent will not require opinions of
counsel for transfers made pursuant to Rule 144 if Parent is provided with any
certificates or other evidence of compliance with Rule 144 reasonably required
by it in connection with such transfer (including without limitation a copy of
the relevant Form 144).  In connection with a resale of Shares
pursuant to Rule 904 under the Securities Act, Purchaser shall provide
reasonable assistance to Seller in addressing any questions that may arise as to
the mechanics of transferring Shares in accordance with the requirements of such
rule and in issuing appropriate instructions to the transfer agent for the
Shares.  Seller acknowledges that securities transferred pursuant to
said Rule 904 continue to have the status of “restricted securities” and that
the certificates representing Shares transferred pursuant to such rule shall
continue to bear a restrictive legend.
  (c)  
It is understood that the certificates evidencing the Shares may bear a legend
to the following effect:
  THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  SUCH SECURITIES MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT WITH RESPECT THERETO OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTES OF SUCH ACT.
  (d)
 The certificates evidencing the Shares may also bear any legends required
by applicable blue sky laws.
  (e)  
The Buyer shall prepare and, as soon as practicable, but in no event later than
***** days from the Closing, file with the Commission a Registration Statement
covering the resale of all of the Initial Shares for an offering to be made on a
continuous basis pursuant to Rule 415. In the event that the Buyer shall issue
to the Seller the Additional Shares, the Buyer shall prepare and, as soon as
practicable, but in no event later than ***** days from such issuance, file with
the Commission a Registration Statement covering the resale of all of the
Additional Shares for an offering to be made on a continuous basis pursuant to
Rule 415.
  1.5           The
Closing.  The Closing shall take place at the offices of Kantor
& Co. in Ramat Gan, Israel, within three (3) days from the date all the
conditions to Closing set out in Article IV have been fulfilled.  All
transactions at the Closing shall be deemed to take place simultaneously, and no
transaction shall be deemed to have been completed and no documents or
certificates shall be deemed to have been delivered until all other transactions
are completed and all other documents and certificates are delivered. In the
event that the conditions to closing set out in Article IV are not met or waived
by September 30, 2009, unless extended by mutual agreement of the parties, this
Agreement shall be deemed terminated and shall cease to have any legal effect as
between the parties hereto.
  
 *
*****Confidential material redacted and filed separately with the
Commission.
 -3–
 1.6           Further
Assurances.  At any time and from time to time after the
Closing, without further consideration  Seller shall execute and
deliver such other instruments of sale, transfer, conveyance and assignment and
take such actions as Buyer may reasonably request to more effectively transfer,
convey and assign to Buyer, and to confirm Buyer’s rights to, title in and
ownership of, the Acquired Assets and to place Buyer in actual possession and
operating control thereof, including the furnishing of information and execution
of any documents the filing or recordation of which with governmental
authorities, including the United States Patent and Trademark Office, is
prerequisite to the statutory establishment or recordation of assignment of the
Patent Rights.
  ARTICLE
II
  REPRESENTATIONS
AND WARRANTIES OF SELLER
  Seller
represents and warrants to Buyer that, except as set forth in the Disclosure
Schedule, the statements contained in this Article II are true and correct
as of the Closing, except to the extent such representations and warranties are
specifically made as of a particular date (in which case such representations
and warranties will be true and correct as of such date).  The
Disclosure Schedule shall be arranged in sections and subsections corresponding
to the numbered and lettered sections and subsections contained in this Article
II; provided that an
item disclosed in any Section or subsection of the Disclosure Schedule shall be
deemed to have been disclosed for each other Section or subsection of this
Agreement to the extent the relevance is reasonably inferable on the face of
such disclosure.
  2.1           Organization, Qualification
and Corporate Power.  Seller is a private company limited by
shares duly organized and validly existing under the laws of
Gibraltar.  Seller has all requisite corporate power and authority to
carry on the businesses in which it is engaged and to own and use the properties
owned and used by it.  Seller is duly qualified, licensed or admitted
to do business and is in good standing as a foreign corporation in each
jurisdiction in which the ownership, use, licensing or leasing of the Acquired
Assets held by it, or the conduct of its business, makes such qualification,
licensing or admission necessary.
  2.2           Authorization of
Transaction.  Seller has all requisite power and authority to
execute and deliver this Agreement and each Ancillary Agreement to which it is a
party and to perform its obligations hereunder and thereunder.  The
execution and delivery by Seller of this Agreement and each Ancillary Agreement
to which it is a party, the performance by Seller of obligations under this
Agreement and each Ancillary Agreement to which it is a party and the
consummation by Seller of the transactions contemplated hereby and thereby have
been duly and validly authorized by all necessary corporate action on the part
of Seller.  This Agreement and each Ancillary Agreement to which
Seller is a party has been duly and validly executed and delivered by Seller and
constitutes a valid and binding obligation of Seller, enforceable against Seller
in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors’ rights and
remedies generally, and subject, as to enforceability, to general principles of
equity.
  -4–
  2.3           Noncontravention.  Neither
the execution and delivery by Seller of this Agreement or any Ancillary
Agreement to which Seller is a party, nor the consummation by Seller of the
transactions contemplated hereby or thereby, following the obtaining the
approval of the Seller's Shareholders and the Seller's directors, will
(a) conflict with or violate any provision of the certificate or articles
of incorporation, bylaws or other organizational or charter documents of Seller,
(b) require on the part of Seller any notice to or filing with, or any
permit, authorization, consent or approval of, any Governmental Entity,
(c) conflict with, result in a breach of, constitute (with or without due
notice or lapse of time or both) a default under, result in the acceleration of
obligations under, create in any party the right to terminate, modify or cancel,
or require any notice, consent or waiver under, any Contract or instrument to
which Seller is a party or by which Seller is bound or to which any of the
Acquired Assets is subject, (d) result in the imposition of any Lien upon
any Acquired Assets or (e) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to Seller or any of the Acquired
Assets.
  2.4           Absence of
Changes.  As of the date of this Agreement, except as required
by this Agreement or the Ancillary Agreements:
  (a)    no
Bankruptcy Event has occurred with respect to Seller or any of its
Subsidiaries;
  (b)    neither
Seller nor any Subsidiary of Seller has entered into, terminated, amended in any
material respect, or granted any material waiver (or agreed or made any
commitment to enter into terminate, amend in any material respect or grant any
material waiver) under any Contract that constitutes (or would, but for such
action, constitute) part of the Acquired Assets;
  (c)    neither
Seller nor any Subsidiary of Seller has entered into, approved or resolved to
enter into any Contract involving (i) the sale, disposition, license or transfer
of any of the Acquired Assets or (ii) any material restriction on the future use
of the Acquired Assets;
  (d)    neither
Seller nor any Subsidiary of Seller has sold, transferred, disposed of, waived
any right to, or leased to any other Person, mortgaged, pledged or incurred or
suffered to exist any Lien on any asset and property that constitutes or, but
for such action, would constitute an Acquired Asset;
  (e)    Seller
nor any Subsidiary of Seller has failed to pay or otherwise satisfy any material
Liability presently due and payable, except such Liabilities which are being
contested in good faith by appropriate means or procedures and which, both
individually and in the aggregate, are immaterial in amount;
  (f)     except
as otherwise set forth in Section 2.8(c),
Seller and each of its Subsidiaries has taken all action reasonably necessary or
appropriate to procure, maintain, renew, extend or enforce all Patent Rights,
including submission of required documents or fees during the prosecution of
patent applications for such Patent Right; and
  -5–
  (g)    neither
Seller nor any Subsidiary of Seller has entered into or approved any agreement,
commitment, arrangement or understanding, to do, permit, engage in or cause or
having the effect of any of the foregoing.
  2.5           Legal
Proceedings.  There is no Action or Proceeding pending or, to
Seller’s knowledge, threatened against, relating to or affecting any of the
Acquired Assets or which in any manner challenges or seeks to prevent, enjoin,
alter or materially delay the transactions contemplated by this Agreement or any
of the Ancillary Agreements.  Seller and its Subsidiaries have not
received any written notice and otherwise do not have any knowledge of any writ,
judgment, decree, injunction or similar requirement or binding obligation or
order of any governmental or regulatory authority (in each such case whether
preliminary or final) relating to or affecting, in any material respect, any of
the Acquired Assets.
  2.6           Tax
Matters.  Seller is not delinquent in the payment of any
material Tax related to the Acquired Assets or for which liability would be
imposed on Buyer and no deficiencies for any such Tax have been threatened,
claimed, proposed or assessed against Acquired Assets.  Seller has not
received any written notification from any  Taxing Authority regarding
any issues that:  (a) are currently pending before such Taxing
Authority (including any sales or use Tax Authority) regarding the Acquired
Assets, or (b) have been raised by such Taxing Authority and not yet
finally resolved, in each case relating to the Acquired Assets.  No
Tax Return of Seller relating to the Acquired Assets is under audit by any
Taxing Authority, and any such past audits (if any) have been completed and
fully resolved and all Taxes and any penalties or interest determined by such
audit to be due from Seller have been paid in full to the applicable Taxing
Authorities.  No Tax Liens are currently in effect against any
Acquired Assets other than liens that arise by operation of law for Taxes not
yet due and payable.
  2.7           Title to and Condition of
Acquired Assets.  Seller owns or has an exclusive license to
each of the Acquired Assets to be sold, transferred, conveyed, assigned or
delivered by Seller hereunder, free and clear of all Liens.  Upon
execution and delivery by Seller to Buyer of the instruments of sale,
assignment, transfer and conveyance, Buyer will become the true and lawful
licensee of, and will receive exclusive license rights or ownership, the
Acquired Assets, free and clear of all Liens.
  2.8           Intellectual
Property.
  (a)    Section 2.8(a) of the
Disclosure Schedule provides a complete and accurate listing of all Patent
Rights that are registered or filed or assigned or owned in the name of Seller,
alone or jointly with others, in each case, enumerating specifically the
applicable filing or registration number, title, jurisdiction in which filing
was made or from which registration issued, date of filing or issuance, names of
all current applicant(s) and registered owners(s), as applicable.  All
assignments of Patent Rights to Seller or any of its Subsidiaries have been
properly executed and recorded.  None of Seller or any of its
Subsidiaries own or have any rights to any Patent Rights other than the Patent
Rights listed on Section 2.8(a) of the
Disclosure Schedule that claim or disclose any Related Know-How.
  -6–
  (b)    To
Seller’s best knowledge (i) all issued patents in the Patent Rights are valid
and enforceable, (ii) there are no material defects of form in the preparation
or filing of the Patent Rights, (iii) the patent applications in the Patent
Rights are being diligently prosecuted, and (iv) all necessary registration,
renewal, maintenance and other payments that are or have become due with respect
to Patent Rights have been timely paid by or on behalf of
Seller.  None of the Patent Rights procured by Seller or any of its
Subsidiaries and, to Seller’s knowledge, none of the Patent Rights procured by
any third party was fraudulently procured from the relevant governmental patent
granting authority.
  (c)    To
Seller’s best knowledge, each patent and patent application included within the
Patent Rights sets forth a complete and accurate list of all
inventors.  There are no inventorship challenges, opposition or
nullity proceedings or interferences declared, commenced or provoked with
respect to any Patent Rights, or to Seller’s knowledge,
threatened.  Seller has complied with its duty of candor and
disclosure to the United States Patent and Trademark Office and any relevant
foreign patent office with respect to all patent and trademark applications
filed by or on behalf of Seller and Seller has not made any material
misrepresentation in such applications.  Seller does not have
knowledge of any information that would (i) preclude Seller from having clear
title to any Patent Right, (ii) adversely affect the validity or enforceability
of any issued patents included in the Patent Rights, or (iii) adversely affect
the patentability of any pending patent applications included in the Patent
Rights.
  (d)    Seller
has the sole and exclusive license to the Patent Rights under the Yeda License
and is the sole and exclusive owner of the Related Know-How, free and clear of
any Liens.
  (e)    Seller
has taken reasonable measures to protect the proprietary nature of Patent Rights
and Related Know-How, and to maintain in confidence all trade secrets and
confidential information comprising a part thereof.  Seller has
complied in all material respects with all applicable contractual and legal
requirements pertaining to information privacy and security.  No
complaint relating to an improper use or disclosure of, or a breach in the
security of, any such information has been made or, to Seller’s knowledge,
threatened against Seller.  To Seller’s knowledge, there has been no:
(i) unauthorized disclosure of any material third party proprietary or
confidential information in the possession, custody or control of Seller, or
(ii) material breach of the security procedures of Seller wherein confidential
information has been disclosed to a third person.
  (f)     To
Seller’s best knowledge, neither the practice of the Patent Rights and Related
Know-How, nor the development or commercialization of a product based on the
Patent Rights and Related Know-How, infringes or violates, or constitutes a
misappropriation of, any intellectual property rights of any third party. To
Seller’s knowledge, no claim, demand or suit has been made, or proceeding
initiated, nor is any such claim, demand, suit or proceeding pending or
threatened, that asserts the invalidity, misuse or unenforceability of any of
the Patent Rights or Related Know-How.  Section 2.8(f)
of the Disclosure Schedule lists any complaint, claim or notice, or threat of
any of the foregoing (including any notification that a license under any patent
is or may be required), received by Seller or any of its Subsidiaries alleging
any such infringement, violation or misappropriation and any request or demand
for indemnification or defense received by Seller or any of its Subsidiaries
from any third party; and Seller has provided to Buyer copies of all such
complaints, claims, notices, requests, demands or threats, as well as any legal
opinions, studies, market surveys and analyses relating to any alleged or
potential infringement, violation or misappropriation.
  -7–
  (g)    To
Seller’s best knowledge, none of the Patent Rights are being infringed or
violated, nor is any Related Know-How being misappropriated, by any Person
(including, without limitation, any current or former employee or consultant of
Seller or any of its Subsidiaries).  Seller has provided to Buyer
copies of all correspondence, analyses, legal opinions, complaints, claims,
notices or threats concerning the infringement, violation or misappropriation of
any of the Patent Rights or Related Know-How.
  (h)    Section 2.8(h) of the
Disclosure Schedule provides a complete and accurate list of all third party
agreements to which Seller or any of its Subsidiaries is a party as of the date
hereof relating to the Patent Rights and/or Related Know-How.  Except
for the agreements listed on Section 2.8(h) of the
Disclosure Schedule, neither Seller nor any of its Subsidiaries is a party to,
or is otherwise bound by, any agreement pursuant to which any third party has
any economic or other interest with respect to the development and/or
commercialization of a product based on the Patent Rights and Related Know-How,
or any ownership rights in any of the Patent Rights and/or Related
Know-How.
  (i)     Section  2.8(i)
of the Disclosure Schedule identifies each license, covenant or other agreement
pursuant to which Seller (or any Subsidiary described in Section 2.8(e))
has assigned, transferred,licensed, distributed
or otherwise granted any right or access to any Person, or covenanted not to
assert any right, with respect to the Patent Rights or Related
Know-How.
  (j)     Seller’s
and each of its Subsidiaries’ current and former employee, directors,
consultants and contractors has executed a valid and binding written agreement
expressly assigning to Seller or Subsidiary all right, title and interest in any
inventions, whether or not patentable, and works of authorship, invented,
created, developed, conceived and/or reduced to practice in the course of his or
her employment or engagement with Seller or such Subsidiary, and all
intellectual property rights therein, and has waived all moral rights therein to
the extent legally permissible.
  (k)    All
Seller's representations and warranties set out in this Section 2.8 above relate
to the period from January 7, 2002 and until the Closing.
  2.9           Brokers’
Fees.  Seller has no liability or obligation to pay any fees or
commissions to any broker, finder or agent with respect to the transactions
contemplated by this Agreement.
  -8–
  ARTICLE
III
  REPRESENTATIONS
AND WARRANTIES OF BUYER
  Buyer
represents and warrants to Seller that the statements contained in this Article
III are true and correct as of the date of this Agreement.
  3.1           Organization and Corporate
Power.  Buyer is a public company limited by shares duly
organized and validly existing under the laws of the State of
Israel.  Buyer has all requisite corporate power and authority to
carry on the businesses in which it is engaged and to own and use the properties
owned and used by it.
  3.2           Authorization of the
Transaction.  Buyer has all requisite power and authority to
execute and deliver this Agreement and the Ancillary Agreements and to perform
its obligations hereunder and thereunder, subject to the Shareholders
Approval.  The execution and delivery by Buyer of this Agreement and
the Ancillary Agreements and the consummation by Buyer of the transactions
contemplated hereby and thereby have been duly and validly authorized by all
necessary corporate action on the part of Buyer, subject to the Shareholders
Approval.  This Agreement has been duly and validly executed and
delivered by Buyer and constitutes a valid and binding obligation of Buyer,
enforceable against it in accordance with its terms.
  3.3           Noncontravention.  Neither
the execution and delivery by Buyer of this Agreement or the Ancillary
Agreements, nor the consummation by Buyer of the transactions contemplated
hereby or thereby, subject to the the Shareholders Approval, will
(a) conflict with or violate any provision of the Articles of Incorporation
by laws or other organizational or charter documents of Buyer, (b) require
on the part of Buyer any filing with, or permit, authorization, consent or
approval of, any Governmental Entity, (c) conflict with, result in breach
of, constitute (with or without due notice or lapse of time or both) a default
under, result in the acceleration of obligations under, create in any party any
right to terminate, modify or cancel, or require any notice, consent or waiver
under, any Contract or instrument to which Buyer is a party or by which it is
bound or to which any of its assets is subject, or (d) violate any order,
writ, injunction, decree, statute, rule or regulation applicable to Buyer or any
of its properties or assets.
  3.4           SEC Reports; Financial
Statements.  Buyer has filed all reports required to be filed
by it under the Securities Act of 1933 and the Securities Exchange Act of 1934,
including pursuant to Section 13(a) or 15(d) thereof, for the twelve months
preceding the date hereof (or such shorter period as Seller was required by law
to file such reports) (the “SEC
Reports”).  As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act of
1933 and the Securities Exchange Act of 1934 and the rules and regulations of
the Securities and Exchange Commission promulgated thereunder, and none of the
SEC Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of Seller included in
the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Securities and Exchange
Commission with respect thereto as in effect at the time of
filing.  Such financial statements have been prepared in accordance
with U.S. generally accepted accounting principles applied on a consistent basis
during the periods involved, except as may be otherwise specified in such
financial statements or the notes thereto, and fairly present in all material
respects the financial position of Seller and its consolidated Subsidiaries as
of and for the dates thereof and the results of operations and cash flows for
the periods then ended subject to, in the case of any unaudited interim
financials, normal year-end adjustments.
  -9–
  3.5           Legal
Proceedings.  There is no Action or Proceeding pending or, to
Buyer’s knowledge, threatened against, relating to or affecting any of the
Buyer's material assets or which in any manner challenges or seeks to prevent,
enjoin, alter or materially delay the transactions contemplated by this
Agreement or any of the Ancillary Agreements.  Buyer and its
Subsidiaries have not received any written notice and otherwise do not have any
knowledge of any writ, judgment, decree, injunction or similar requirement or
binding obligation or order of any governmental or regulatory authority (in each
such case whether preliminary or final) relating to or affecting, in any
material respect, any of its material assets.
  3.6           Tax
Matters.  Buyer is not delinquent in the payment of any
material Tax related to its material assets and no deficiencies for any such Tax
have been threatened, claimed, proposed or assessed against any of its material
assets.  Buyer has not received any written notification from any
Taxing Authority regarding any issues that: (a) are currently pending
before such Taxing Authority (including any sales or use Tax Authority)
regarding any of its material assets, or (b) have been raised by such
Taxing Authority and not yet finally resolved, in each case relating to any of
its material assets.  No Tax Return of Seller relating to any of its
material assets is under audit by any Taxing Authority, and any such past audits
(if any) have been completed and fully resolved and all Taxes and any penalties
or interest determined by such audit to be due from Seller have been paid in
full to the applicable Taxing Authorities.  No Tax Liens are currently
in effect against any of Buyer's material assets other than liens that arise by
operation of law for Taxes not yet due and payable.
  3.7           Brokers’
Fees.  Buyer has no liability or obligation to pay any fees or
commissions to any broker, finder or agent with respect to the transactions
contemplated by this Agreement.
  3.8           Financial Capability.
Upon the fulfillment of the Financial Condition (defined below), Buyer will have
sufficient funds required in order to perform the current plan in relation to
the Acquired Assets, limited to the Phase 2a trial in Israel.
  3.9           Limitation on
Representation.The Buyer is acquiring the Acquired Assets AS IS, subject
only to the representations and warranties set out herein and any documents
provided by Seller to Buyer prior hereto.
  -10–
  ARTICLE
IV
  CONDITIONS
TO CLOSING
  4.1           Conditions to Obligations of
Buyer.  The obligation of Buyer to consummate the transactions
contemplated by this Agreement is subject to the satisfaction of the following
conditions:
  (a)    the
representations and warranties of Seller set forth in Article II shall be
true and correct in all material respects as of the date of  the
Closing.;
  (b)    Seller
shall have performed or complied with its agreements and covenants required to
be performed or complied with under this Agreement as of or prior to the
Closing;
  (c)    no
Action or Proceeding shall be pending or threatened wherein an unfavorable
judgment, order, decree, stipulation or injunction would (i) prevent
consummation of the transactions contemplated by this Agreement, (ii) cause
the transactions contemplated by this Agreement to be rescinded following
consummation or (iii) affect adversely the right of Buyer to own, operate
or control any of the Acquired Assets;
  (d)    Seller
shall have delivered to Buyer documents evidencing the release or termination of
all Liens on the Acquired Assets, if any;
  (e)    Seller
shall have executed and delivered to Buyer each Ancillary Agreement to which it
is a party;
  (f)     Seller
shall have received the consent of Yeda to the transfer and assignment of all
the rights and obligations under the Yeda License (the "Yeda
Consent");
  (g)    Buyer
shall have completed a fundraising of an amount not less than ***** (the "Financing
Condition");
  (h)    Buyer's
shareholders shall have approved the grant of the Shares to the Seller (the
"Shareholders
Approval"); and
  (i)     Buyer
shall have received such other certificates and instruments as it shall
reasonably request in connection with the Closing.
  4.2           Conditions to Obligations of
Seller.  The obligation of Seller to consummate the
transactions contemplated by this Agreement to be consummated at the Closing is
subject to the satisfaction of the following conditions:
  (a)    the
representations and warranties of Buyer set forth in Article II shall be
true and correct in all material respects as of the date of this
Agreement;
  
 *
*****Confidential material redacted and filed separately with the
Commission.
  -11–
  (b)    no
Action or Proceeding shall be pending wherein an unfavorable judgment, order,
decree, stipulation or injunction would (i) prevent consummation of the
transactions contemplated by this Agreement or (ii) cause the transactions
contemplated by this Agreement to be rescinded following consummation, and no
such judgment, order, decree, stipulation or injunction shall be in effect;
and
  (c)    Buyer
shall have provided to the Seller, or counsel to the Seller, written
confirmation of (i) fulfillment of the Financing Condition, and (ii) receipt of
the Shareholders Approval.
  (d)    Buyer
shall have delivered to Seller each Ancillary Agreement to which it is a
party.
  (e)    Seller
Shareholders shall have approved the consummation of this
Agreement.
  ARTICLE
V
  COVENANTS
  5.1           Proprietary
Information.  From and after the Closing, Seller shall not
disclose or make use of (except to pursue their rights under this Agreement or
the Ancillary Agreements), and shall cause all of their respective Affiliates
not to disclose or make use of, any knowledge, information or documents of a
confidential nature or not generally known to the public with respect to the
Acquired Assets, Buyer or its business, except to the extent that such
knowledge, information or documents shall have become public knowledge other
than through improper disclosure by Seller or any of its
Affiliates.
  5.2           Tax
Matters.  Each party to this Agreement shall pay any Taxes,
including without limitation value-added Taxes, deed excise stamps and similar
charges, relevant to its part in the purchase and sale of the Acquired Assets in
exchange for the issuance of the Shares contemplated by this Agreement.
Notwithstanding the aforesaid, Seller shall be liable for any withholding tax,
if applicable, on the issuance of the Shares to the Seller.
  5.3           Sharing of
Data.  Promptly upon request by Buyer made at any time
following the date hereof, Seller shall authorize the release to Buyer of all
files pertaining to the Acquired Assets that are held by any federal, state,
county or local authorities, agencies or instrumentalities.
  5.4           Certain
Actions.  Neither Seller nor any of its Affiliates shall
intentionally initiate, or encourage or knowingly provide assistance to any
third party with respect to, any action seeking a determination that any of the
Patent Rights in any country are invalid, unenforceable and/or not infringed
(including without limitation a request for reexamination of any Patent Rights
or the institution of or participation in any opposition, interference or
similar administrative proceeding adverse to the validity or enforceability of
any Patent Rights).
  -12–
  5.5           Phase 2 Clinical
Trial. The Buyer shall utilize reasonable best efforts to commence a
Phase 2 clinical trial using the Acquired Assets.
  ARTICLE
VI
  DEFINITIONS
  For
purposes of this Agreement, each of the following terms shall have the meaning
set forth below.
  “Action or Proceeding”
means any action, suit, complaint, petition, investigation, proceeding,
arbitration, litigation or governmental or regulatory authority investigation,
audit or other proceeding, whether civil, regulatory, quasi-criminal or
criminal, in law or in equity, or before any arbitrator or governmental or
regulatory authority, including any Bankruptcy Event.
  “Acquired Assets”
shall mean all of the following, which shall be set out in Exhibit
A:
  (a)    Assignment
of any and all rights under the Yeda License;
  (b)    Laboratory
Books; and
  (c)    Related
Know-How
  “Affiliate” means, as
applied to any Person, any other Person directly or indirectly controlling,
controlled by or under common control with, that Person, whether through
ownership of voting securities or by Contract or otherwise.
  “Ancillary Agreements”
shall mean the Bills of Sale and Assignment and Assumption Agreement,
substantially in form of Exhibits B and
C, respectively, and other transfer documents executed and delivered
pursuant to Section 1.1.
  “Assumed Liabilities”
shall have the meaning given to such term in Section 1.2.
  “Bankruptcy Event”
shall mean, with respect to any Person, any of the following:
  (1)  the
taking of any of the following actions by such Person pursuant to or within the
meaning of:
  (A)  the
commencement of a voluntary case;
  (B)  the
consent to the entry of an order for relief against it in an involuntary
case;
  (C)  the
consent to the appointment of a Custodian of it or for any substantial part of
its property; or
  (D)  the
making of a general assignment for the benefit of its creditors;
  -13–
  (2)  the
entry by a court of competent jurisdiction of an order or decree under any
Bankruptcy Law that:
  (A)     is
for relief against such Person in an involuntary case;
  (B)  appoints
a Custodian of such Person or for any substantial part of its property;
or
  (C)  orders
the winding up or liquidation of such Person.
  “Bankruptcy Law” means
any Israeli, US or Gibraltar law for the relief of debtors.
  “Buyer” shall have the
meaning set forth in the first paragraph of this Agreement.
  “Closing” shall mean
the closing of the transactions contemplated by this Agreement as of the date
hereof, following achievement of all the conditions to Closing set out in
Article IV.
  “Contract” shall mean
any contract (including leases, subleases, licenses, sublicenses), commitment,
agreement or other business arrangement (whether oral or written).
  “Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.
  “Damages” shall mean
any and all losses, Liabilities, damages (including, without limitation,
consequential, special, indirect, exemplary or punitive damages, lost profits or
any multiple of damages), claims, awards, judgments, diminution in value, costs
and expenses.
  “Disclosure Schedule”
shall mean the disclosure schedule provided by Seller to Buyer on the date
hereof and accepted in writing by Buyer.
  “Governmental Entity”
shall mean any court, arbitrational tribunal, administrative agency or
commission or other governmental or regulatory authority or agency.
  “Indebtedness” of any
Person means all obligations of such Person (a) for borrowed money, (b)
evidenced by notes, bonds, debentures or similar instruments, (c) for the
deferred purchase price of goods or services, (d) under capital leases, and (e)
in the nature of a guarantee of any of the obligations described in clauses (a)
through (d) above of any other Person.
  “Laboratory Notebooks”
means all scientific and technical records primarily related to the Clinical
Studies including, without limitation, laboratory notebooks, logs, reports,
documentation, databases, data collections, non-clinical or pre-clinical data,
raw or experimental data, analytical results and research records.
  “Liability” means all
Indebtedness, obligations and other liabilities of a Person, whether absolute or
contingent (or based upon any contingency), known or unknown, fixed or
otherwise, due or to become due, whether or not accrued or paid, and whether
required or not required to be reflected in financial statements under U.S.
generally accepted accounting principles.
  -14–
  “Lien” means any
mortgage, pledge, assessment, security interest, lease, lien, easement, license,
covenant, condition, levy, charge, option, equity, adverse claim or restriction
or other encumbrance of any kind, or any conditional sale Contract, title
retention Contract or other Contract to give any of the foregoing, except for
any restrictions on transfer generally arising under any applicable federal or
state securities law.
  "Phase 2" means either
(i) a regulated by the Ministry of Health in Israel clinical trial in Israel, or
(ii) an FDA regulated clinical trial, with Erythropoietin for the treatment
of multiple myeloma patients which has the purpose of assessing efficacy as well
as safety.
  “Patent Rights” means
the rights and interest in and to all issued patents and pending patent
applications in any country, including without limitation all utility models,
utility model applications, provisionals, divisionals, substitutions,
continuations, continuations-in-part, continuing prosecution applications,
patents of addition, requests for continued examination, reexaminations,
supplementary protection certificates, extensions, registrations or confirmation
patents, and reissues thereof, all in relation to the patents which are under
the Yeda License.
  “Parties” shall mean
Buyer and Seller.
  “Person” shall mean
(i) any individual, (ii) any corporation, general partnership, limited
partnership, limited liability partnership, trust, company (including any
limited liability or joint stock company) or other organization or entity, or
(iii) any Governmental Entity.
  “Related Know How”
means any know-how, expertise, discoveries, inventions, information, trade
secrets, data or materials, whether or not patentable, proprietary or embodied
in tangible form, including without limitation ideas, concepts, formulas,
methods, procedures, designs, technologies, compositions, plans, applications,
technical data, samples, biological or chemical materials, laboratory notebooks,
clinical and pre-clinical data, databases, designs, assays, protocols,
analytical systems, discovery tools, reports, filings and applications with
regulatory authorities and manufacturing documentation, in each case, owned by
Seller (or any of its Subsidiaries party to an Ancillary Agreement) and
primarily relating to any product based on the Patent Rights and the Clinical
Studies, and all intellectual property rights therein.
  “Seller” shall have
the meaning given to such term in the first paragraph of this
Agreement
  “Seller Patent Rights”
means (a) the Patent Rights described in Section 2.8(a)
of the Disclosure Schedule, (b) counterparts of the Patent Rights set forth
in Section 2.8(a)
of the Disclosure Schedule in any country, (c) all Patent Rights claiming
priority from the Patent Rights described in the foregoing clauses (a) and (b),
and (d) any other Patent Rights owned by Seller or any of its Subsidiaries
that claim or disclose any Related Know-How, or the development or
commercialization of any compound or product based on the Patent Rights and
Related Know-How.
  “Subsidiary”, with
respect to any Person, means any other Person, whether or not existing on the
date hereof, in which the specified Person directly or indirectly through
subsidiaries or otherwise, beneficially owns at least fifty percent (50%) of
either the equity interest or voting power of or in such other Person or
otherwise controls such other Person.
  -15–
  "Successful
Completion of Phase2" means that the results from the Phase 2 clinical trial in
Israel enable the filing for a higher follow-on clinical trial with Erythropoietin for the treatment
of multiple myeloma patients.
  “Taxes” shall mean all
taxes, charges, fees, levies or other similar assessments or liabilities,
including income, gross receipts, ad valorem, premium, value-added, excise, real
property, personal property, sales, use, transfer, withholding, employment,
unemployment, insurance, social security, business license, business
organization, environmental, workers compensation, payroll, profits, license,
lease, service, service use, severance, stamp, occupation, windfall profits,
customs, duties, franchise and other taxes imposed by the United States of
America or any state, local or foreign government, or any agency thereof, or
other political subdivision of the United States or any such government, and any
interest, fines, penalties, assessments or additions to tax resulting from,
attributable to or incurred in connection with any tax or any contest or dispute
thereof.
  “Taxing Authority”
shall mean the United States Internal Revenue Service, the Israeli taxing
authority, or the taxing authority of any other jurisdiction.
  “Tax Returns” shall
mean all reports, returns, declarations, statements or other information
required to be supplied to a Taxing Authority in connection with
Taxes.
  ARTICLE
VII
  MISCELLANEOUS
  7.1           Survival of Representations
and Warranties; Limitations.  All of the representations and
warranties of Seller and Buyer contained in this Agreement or the Ancillary
Agreements or contained or incorporated or referred to in the certificates and
instruments delivered in connection herewith or therewith shall survive until
the second anniversary of the Closing.  Notwithstanding anything to
the contrary set forth in this Agreement, in no event shall the maximum
aggregate Liability of a party hereto under this Agreement for any Damages
arising from, relating to or otherwise in connection with any misrepresentation
hereunder, breach of any warranty hereunder, breach of any covenant hereunder or
otherwise (other than Damages arising from, relating to or otherwise in
connection with such party’s fraud, willful misconduct or knowing
misrepresentation) exceed the Purchase Price.
  7.2           No Third Party
Beneficiaries.  This Agreement shall not confer any rights or
remedies upon any person other than the Parties and their respective successors
and permitted assigns.
  7.3           Entire
Agreement.  This Agreement (including the documents referred to
herein) constitutes the entire agreement between the Parties and supersedes any
prior understandings, agreements, or representations by or between the Parties,
written or oral, with respect to the subject matter hereof.
  -16–
  7.4           Succession and
Assignment.  This Agreement shall be binding upon and inure to
the benefit of the Parties named herein and their respective successors and
permitted assigns. No Party may assign any of its rights or delegate any of its
performance obligations hereunder without the prior written approval of the
other Party.  Any purported assignment of rights or delegation of
performance obligations in violation of this Section 7.4 is
void.
  7.5           Counterparts and Facsimile
Signature.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.  This Agreement
may be executed by facsimile signature.
  7.6           Headings.  The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.
  7.7           Notices.  All
notices, requests, demands, claims and other communications hereunder shall be
in writing.  Any notice, request, demand, claim or other communication
hereunder shall be deemed duly delivered four business days after it is sent by
registered or certified mail, return receipt requested, postage prepaid, or one
business day after it is sent for next business day delivery via a reputable
nationwide overnight courier service, in each case to the intended recipient as
set forth below:
  If to Buyer:
                            
                            XTL
      Biopharmaceuticals Ltd.
                            Building
      3, Kiryat Weizmann Science Park, Rehovot, Israel 76100
                            Attention:  Chief
      Executive Officer
                            Facsimile
      No.: +972-8-930-0659
                          
                          Copy to:
                            
                            Kantor
      & Co., 14 Abba Hillel Silver, Ramat Gan 52506, Israel
                            
                            Attention:  Ronen
      Kantor, Adv.
                            Facsimile
      No.:  +972-3-6133372If to Seller:
                            
                            Bio-
      Gal Limited
                            
                            Valmet
      Nominees Ltd.
                            Suites
      7B & 8B, 50 Town Range
                            Gibraltar
                            Attention:  President
      and Chief Executive Officer
                            Facsimile
      No.:  [___________]
                          
                          Copy to:
                            
                            Salomon
      Tessone, Adv.
                            Beit
      America
                            37
      King Shaul Avenue
                            Tel-Aviv
                            Attention:
      Salomon Tessone, Adv.
                            Facsimile
      No.:
+972-3-6969705.
  -17–
  Any Party
may give any notice, request, demand, claim or other communication hereunder
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, ordinary mail, or electronic mail), but no such notice,
request, demand, claim or other communication shall be deemed to have been duly
given unless and until it actually is received by the Party for whom it is
intended.  Any Party may change the address to which notices,
requests, demands, claims and other communications hereunder are to be delivered
by giving the other Party notice in the manner herein set forth.
  7.8           Governing
Law.  All matters arising out of or relating to this Agreement
and the transactions contemplated hereby (including without limitation its
interpretation, construction, performance and enforcement) shall be governed by
and construed in accordance with the laws of the State of Israel, without giving
effect to any choice or conflict of law provision or rule.
  7.9           Amendments and
Waivers.  The Parties may mutually amend any provision of this
Agreement at any time prior to the Closing.  No amendment or waiver of
any provision of this Agreement shall be valid unless the same shall be in
writing and signed by each of the Parties.  No waiver by any Party
with respect to any default, misrepresentation, or breach of warranty or
covenant hereunder shall be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or affect in any
way any rights arising by virtue of any prior or subsequent such
occurrence.
  7.10      
   Severability.  Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any other
jurisdiction.  If the final judgment of a court of competent
jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the Parties agree that the court making the determination of
invalidity or unenforceability shall have the power to limit the term or
provision, to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision, and this Agreement shall be enforceable as so
modified.
  7.11          Expenses.  Each
Party shall bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby.
  7.12           Specific
Performance.  Each Party acknowledges and agrees that the other
Party would be damaged irreparably in the event any of the provisions of this
Agreement are not performed in accordance with their specific terms or otherwise
are breached.  Accordingly, each Party agrees that the other Party
shall be entitled to an injunction or other equitable relief to prevent breaches
of the provisions of this Agreement and to enforce specifically this Agreement
and the terms and provisions hereof in any action instituted in any court of the
United States or any state thereof having jurisdiction over the Parties and the
matter, in addition to any other remedy to which it may be entitled, at law or
in equity.
  7.13           Confidentiality.  This
Agreement, the Ancillary Agreements and the contents hereof and thereof are
confidential and, except for the disclosure hereof or thereof on a confidential
basis to a Party’s officers, directors, employees, accountants, attorneys and
other professional advisors retained by such Party in connection with the
transactions contemplated hereby or as otherwise required by law, may not be
disclosed in whole or in part to any Person without the prior written consent of
the other Party.
  -18–
  [remainder of page
intentionally left blank]
  -19–
  IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.
  BUYER:XTL
      Biopharmaceuticals Ltd.By:Name:Title:By:Name:Title:SELLER:Bio
      Gal LimitedBy:Name:Title:
 
 Signature
Page to Asset Purchase Agreement
  
  EXHIBIT
A
 
 List
of Acquired Assets
 
 1.
              Assumption
      of the Research and License Agreement dated as of January 7, 2002, as
      amended from time to time, between Mor Research Applications Ltd., Yeda
      Research and Development Company Ltd., and Bio-Gal
  Limited.
 
 2.
              Clinical
      Research Data and Publications set out
below:
  Lifshitz
L, Prutchi-Sagiv S, Avneon M, Gassmann M, Mittelman M, Neumann D. Non-erythroid
activities of erythropoietin: Functional effects on murine dendritic
cells. Mol Immunol. 2008 Nov 21.
  Prutchi
Sagiv S, Lifshitz L, Orkin R, Mittelman M and Neumann D. Dendritic Cells as a
Novel Target for Immuno-modulation by Erythropoietin;Exp Hematol. 2008
Dec;36(12):1682-90.
  Katz O,
Yeyni L, Lifshitz L, Pruchi-Sagiv S, Gassmann M, Mittelman M, Neumann D.
Erythropoietin enhances immune responses in mice. Eur J Immunol; 2007; 37(6): p.
1584-93.
  Prutchi-Sagiv
S, Golishevsky N, Oster H, Katz O, Cohen A, Naparstek E, Neumann D, and
Mittelman M.; Erythropoietin treatment in advanced multiple myeloma is
associated with improved immunological functions: could it be beneficial in
early disease? Br J Haematol; 2006; 135:660-672.
  Katz O,
Barzilay E, Skaat A, Herman A, Mittelman M, Neumann D.Erythropoietin
induced tumour mass reduction in murine lymphoproliferative models.Acta
Haematol. 2005;114(3):177-9.
  Mittelman
M, Zeidman A, Kanter P, Katz O, Oster H, Rund D, Neumann D.Erythropoietin
has an anti-myeloma effect - a hypothesis based on a clinical observation
supported by animal studies. Eur J Haematol. 2004
Mar;72(3):155-65.
  Mittelman
M., Neumann D., Peled A., Kanter P. and Haran- Ghera N. (2001).Erythropoietin
induces tumor regression and antitumor immune responses in murine myeloma
models. PNAS, vol. 98 : 9 . 5181 - 5186
  A-1
  Prutchi-Sagiv
S, Neumann D, and Mittelman M. Erythropoietin as an Immunotherapeutic Agent: New
Uses for an Old Drug? Med Hypotheses Res; 2005; 2:
587-596.
  Prutchi
Sagiv S., Mittelman M., Neumann D. Erythropoietin – a hematopoietic hormone with
emerging diverse activities; 2005 The Handbook of Biological Active Peptides.Abba J
Kastin, Elsevier, p 1393-1400
  Oster H,
Hoffman M, Prutchi-Sagiv S, Neumann D, Mittelman M.Erythropoietin
in clinical practice: current use, effect on survival, and future directions.
Isr Med Assoc J.; 2006 Oct;8(10):703-6.
  Mittelman
M, Oster H, Katz O, Prutchi Sagiv S, Hoffman M, Neumann D. Does erythropoietic
treatment influence the survival of patients with multiple myeloma? Focus on
Anaemia in Cancer; 2006; vol 7, issue 1, 25-27.
  A-2
  EXHIBIT
B
 
 Form
of Bill of Sale
 
 This Bill of Sale dated
March __, 2009
is executed and delivered by Bio Gal Limited, a private company limited by
shares organized under the laws of Gibraltar (“Seller”), to XTL
Biopharmaceuticals Ltd., a public company limited by shares organized under the
laws of the State of Israel (“Buyer”) pursuant to
the Asset Purchase Agreement, dated March __, 2009, by and
between Seller and Buyer (the “Agreement”).  Capitalized
terms used herein but not defined herein shall have the meanings given such
terms in the Agreement.
  WHEREAS,
pursuant to the Agreement, Seller has agreed to sell, transfer, convey, assign
and deliver to Buyer certain assets of Seller, and Buyer has agreed to assume
certain of the liabilities of Seller, in each case as set forth in the
Agreement.
  NOW,
THEREFORE, in consideration of the mutual promises set forth in the Agreement
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Seller hereby agrees as follows:
  1.           Seller
hereby sells, transfers, conveys, assigns and delivers, as of the
Closing,  to Buyer, its successors and assigns, to have and to hold
forever, all right, title and interest in, to and under all of the Acquired
Assets.
  2.           Seller
hereby covenants and agrees that it will, at any time and from time to time
after the Closing, without further consideration , execute and deliver such
other instruments of sale, transfer, conveyance and assignment and take such
actions as Buyer may reasonably request to more effectively transfer, convey and
assign to Buyer, and to confirm Buyer’s rights to, title in and ownership of,
the Acquired Assets and to place Buyer in actual possession and operating
control thereof, to assist Buyer in exercising all rights with respect thereto
and to carry out the purpose and intent of the Agreement.
  3.           Seller
does hereby irrevocably constitute and appoint Buyer, its successors and
assigns, its true and lawful attorney, with full power of substitution, in its
name or otherwise, and on behalf of Seller, or for its own use, to claim,
demand, collect and receive at any time and from time to time any and all of the
applicable Acquired Assets, and to prosecute the same at law or in equity and,
upon discharge thereof, to complete, execute and deliver any and all necessary
instruments of satisfaction and release.
  4.           Seller,
by its execution of this Bill of Sale, and Buyer, by its acceptance of this Bill
of Sale, each hereby acknowledges and agrees that neither the representations
and warranties nor the rights, remedies or obligations of any party under the
Agreement shall be deemed to be enlarged, modified or altered in any way by this
instrument.
  5.           Nothing
in this Bill of Sale, whether expressed or implied, is intended or shall be
construed to confer upon or give any person, other than the parties hereto and
the parties entitled to indemnification pursuant to the Agreement, any rights,
remedies or other benefits under or by reason of this Bill of Sale.
  A-3
  6.           This
Bill of Sale is being delivered pursuant to the Agreement and shall be construed
consistently therewith.
  IN
WITNESS WHEREOF, Seller and Buyer have caused this instrument to be duly
executed under seal as of and on the date first above written.
  Bio
      Gal Limited.By:Name:Title:By:Name:Title:
 
 ACCEPTED:XTL
      Biopharmaceuticals Ltd.By:Name:Title:
  A-4
  EXHIBIT
C
 
 Form
of Assignment and Assumption Agreement
  This
Assignment and Assumption Agreement dated March  ,
2009, is made by XTL Biopharmaceuticals Ltd., a public company limited by shares
organized under the laws of the State of Israel (“Buyer”), in favor of
Bio Gal Limited, a private company limited by shares organized under the laws of
Gibraltar (“Seller”) pursuant to
the Asset Purchase Agreement, dated March ,
2009, by and between Buyer and Seller (the “Agreement”).  Capitalized
terms used herein but not defined herein shall have the meanings given such
terms in the Agreement.
  WHEREAS,
pursuant to the Agreement, Seller has agreed to sell, transfer, convey, assign
and deliver to Buyer the Acquired Assets; and
  WHEREAS,
in partial consideration therefore, the Agreement requires Buyer to assume the
Assumed Liabilities;
  NOW,
THEREFORE, in consideration of the mutual promises set forth in the Agreement
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Buyer hereby agrees as follows:
  1.           Buyer
hereby assumes the Assumed Liabilities.
  2.           Buyer
does not hereby assume or become liable for any liabilities or obligations
(whether known or unknown, whether absolute or contingent, whether liquidated or
unliquidated, whether due or to become due, and whether claims with respect
thereto are asserted before or after the Closing) of Seller and its Subsidiaries
which are not Assumed Liabilities.
  3.           Nothing
herein shall be deemed to deprive Buyer of any defenses, set-offs or
counterclaims which Seller may have had or which Buyer shall have with respect
to any of the Assumed Liabilities (the “Defenses and
Claims”).  Seller hereby transfers, conveys and assigns to
Buyer all Defenses and Claims and agrees to reasonably cooperate with Buyer to
maintain, secure, perfect and enforce such Defenses and Claims, including the
signing of any documents, the giving of any testimony or the taking of any such
other action as is reasonably requested by Buyer in connection with such
Defenses and Claims.
  4.           Buyer,
by its execution of this Assignment and Assumption Agreement, and Seller, by its
acceptance of this Assignment and Assumption Agreement, each hereby acknowledges
and agrees that neither the representations and warranties nor the rights,
remedies or obligations of either party under the Agreement shall be deemed to
be enlarged, modified or altered in any way by this instrument.
  5.           Nothing
in this Assignment and Assumption Agreement, whether express or implied, is
intended or shall be construed to confer upon or give to any person, other than
the parties hereto and the parties entitled to indemnification pursuant to the
Agreement, any rights, remedies or other benefits under or by reason of this
Assignment and Assumption Agreement.
  C-1
  6.           This
Assignment and Assumption Agreement is being delivered pursuant to the Agreement
and shall be construed consistently therewith.  In the event of any
conflict, inconsistency or discrepancy between this Assignment and Assumption
Agreement and the Agreement, the Agreement shall govern, control and
prevail.
  IN
WITNESS WHEREOF, Buyer and Seller have caused this instrument to be duly
executed under seal as of and on the date first above written.
  XTL
      Biopharmaceuticals Ltd.By:Name:Title:
 
 ACCEPTED:Bio
      Gal Limited.By:Name:Title:By:Name:Title:
  C-2
  DISCLOSURE
SCHEDULES
  See
Attached.
  S-1