0001144204-05-024363 Sample Contracts

XTL BIOPHARMACEUTICALS LTD. AND THE BANK OF NEW YORK
Deposit Agreement • August 10th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York

DEPOSIT AGREEMENT dated as of _______________, 2005, among XTL BIOPHARMACEUTICALS LTD., incorporated under the laws of Israel (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.

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Indemnity and Exculpation Agreement • August 10th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. ***** Confidential material redacted and filed separately with the Commission. LICENSE AND DEVELOPMENT...
License and Development Agreement • August 10th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • California

THIS LICENSE AND DEVELOPMENT AGREEMENT is entered into as of the 26th day of February, 2003 (the “Effective Date”) by and between XTL BIOPHARMACEUTICALS LTD. (“XTL”), and B&C BIOPHARM CO., LTD. (“B&C”)

Private & Confidential August 1, 2005 Dear XXX,
XTL Biopharmaceuticals LTD • August 10th, 2005 • Pharmaceutical preparations

This letter records the terms on which you are invited to serve as a non-Executive Director of XTL Biopharmaceuticals Ltd (the “Company”) and confirms the agreement previously reached between us:

Private & Confidential August 1, 2005 Dear XXX,
XTL Biopharmaceuticals LTD • August 10th, 2005 • Pharmaceutical preparations
By FedEx Mr. Michael S. Weiss Interim Chairman XTL Biopharmaceuticals Ltd Kiryat Weizmann Science Park, Building 3 POB 370, Rehovot 76100 Israel
XTL Biopharmaceuticals LTD • August 10th, 2005 • Pharmaceutical preparations

This Letter of Understanding sets forth the understanding between Cubist Pharmaceuticals, Inc. (“Cubist”) and XTL Biopharmaceuticals Ltd. (“XTL”) regarding accelerated transfer of activities from XTL to Cubist *****. In addition to the terms enumerated below, Cubist and XTL each agree to release and discharge the other party from any and all potential or actual claims of whatever nature, known to both parties and existing as of the date of this Letter of Understanding.

Private & Confidential
XTL Biopharmaceuticals LTD • August 10th, 2005 • Pharmaceutical preparations
EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations

This Employment Agreement is effective as of May 1, 1994, by and between XENOGRAFT TECHNOLOGIES, LTD., an Israeli company of P.O. Box 370, Rehovot, Israel (the "Company"), and Shlomo Dagan, an individual who currently resides at Bustanai 12, Rehovot (the "Employee") .

Contract
Employment Agreement • August 10th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
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