Exhibit 10.8


 


FIRST
AMENDMENT TO THE


LICENSE
Agreement


 


(“this Amendment”)


 


Effective Date: September 6, 2015


 


Between


 


YEDA RESEARCH AND DEVELOPMENT COMPANY
LIMITED


 


a company duly registered under
the laws of Israel of P.O. Box 95, Rehovot 76100, Israel


 


(hereinafter, “Yeda”)


 


and


 


XTL Biopharmaceuticals Ltd.


 


a company duly registered under
the laws of Israel, having its principal place of business at 5 Hacharoshet St., Raanana 43656, Israel


(hereinafter, “the Company”)


 


WHEREAS:


 


		(A)	Yeda and the Company entered into a License Agreement dated January 7, 2014 (the “License
Agreement”); and



 


		(B)	The Company has requested to amend clause 5.7 of the License Agreement relating to the Development
Milestones undertaken by the Company, and Yeda has agreed to the said amendment, all subject to the terms and conditions set out
in this Amendment below,



 


NOW THEREFORE IT IS AGREED BETWEEN THE
PARTIES HERETO AS FOLLOWS:


 


		1.	The above preamble forms an integral part of this Amendment. Terms defined in the License Agreement
shall have the same meanings when used in this Amendment.



 


		2.	The Company confirms and acknowledges to Yeda that it has achieved the following developmental
milestones in respect of the Products:



 




     


     


    

 


		i.	Assembled a world-class Clinical Advisory Board with the leading names in SLE.



		ii.	Strengthened the Company’s Board with Directors with drug development and financial market
experience.



		iii.	Transferred the IND relating to a Product from Teva Pharmaceutical Industries Limited to the Company.



		iv.	Completed a trial protocol synopsis relating to a Product to be further refined in an upcoming
Clinical Advisory Board meeting.



		v.	Completed production of the “drug substance” of a Product in preparation for the next
trial.



		vi.	Ongoing interaction with the FDA to seek opportunities to strengthen the Products’ intellectual
property and optimize the regulatory pathway.



		vii.	Raised in April, 2015, US $4,000,000, out of the aggregated amount of US $5,000,000 in accordance
with Clause 5.7.2 of the License Agreement, as amended, to allow continued development of the Products.



 


		3.	Clause 5.7 of the License Agreement shall be replaced in its entirety by the following:



 


		“5.7.	Without derogating from the Company’s other obligations under this clause 5, the Company
undertakes to achieve all of the following milestones by the respective dates set out below (together, “the Development
Milestones”):



 


		5.7.1.	by January 1, 2016, to have completed and delivered to Yeda a full protocol for Phase II clinical
trials in respect of a Product;



 


		5.7.2.	by August 1, 2016, to have received investments from any funding source or sources, including (i)
by way of incurring debt or equity (including by way of the exercise by the holders of Company options), (ii) any sale by the Company
of any of its shares in Intercure Ltd., and (iii) including by funding of third party collaborators or joint venture partners (including
by any Sublicensee), such funding designated for the purpose of funding the development of the Products; all in the aggregate of
at least US $5,000,000 (five million United States dollars); and



 


		5.7.3.	by January 1, 2017, to have commenced Phase II clinical trials in respect of a Product (the "Third
Milestone").”



 




    	 	-2-	 



     


    

 


		4.	This Amendment shall be read together with the License Agreement as one agreement and, save as
expressly supplemented, amended and clarified (and to the extent so supplemented, amended and clarified) by this Amendment, the
License Agreement shall remain unaltered and in full force and effect.



 


IN WITNESS WHEREOF the parties hereto
have signed this Amendment on the date first mentioned above.





 


	for	YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED	 	for	XTL Biopharmaceuticals Ltd.


 


	Signature:	 	 	Signature:	 
	 	 	 	 	 
	Name	 	 	Name:	 
	 	 	 	 	 
	Title	 	 	Title:	 


 




    	 	-3-