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XTL Biopharm Ltd (XTL)


Thursday 22 September, 2005

XTL Biopharm Ltd

VivoQuest Agreement - Exact Number of Shares

 Update announcement: exact number of shares issued on closing of the License  
               and Asset Purchase Agreement with VivoQuest Inc.                

Rehovot, Israel, Thursday, 22 September 2005: XTL Biopharmaceuticals Ltd. (LSE:
XTL; NASDAQ: XTLB) ('XTLbio') announced today that further to yesterday's
announcement regarding the closing of the Licence and Asset Purchase Agreement,
the exact number of ordinary shares to be issued to VivoQuest on closing of the
License and Asset Purchase Agreement is 1,314,420 ordinary shares.

The announcement made yesterday is repeated below:

 XTLbio announces the closing of the License and Asset Purchase Agreement with 
                                VivoQuest Inc.                                 

     Bolsters anti-HCV pipeline; Adds innovative small molecule chemistry      

XTLbio to hold conference call today, Wednesday, September 21, at 3:00pm Israel
                   time (1:00pm UK time and 8:00am NY time)                    

Rehovot, Israel, Tuesday, 20 September 2005: XTL Biopharmaceuticals Ltd. (LSE:
XTL; NASDAQ: XTLB) ('XTLbio') announced today the closing of the License and
Asset Purchase Agreement which was previously signed with VivoQuest Inc.
('VivoQuest') in August 2005. Following the closing of these agreements, XTLbio
has an exclusive license to VivoQuest's intellectual property and technology,
including promising HCV compounds and VivoQuest's proprietary compound library.
In connection with the closing, XTLbio made an up-front payment of
approximately $1.4 million, which was satisfied through the issuance to
VivoQuest of approximately 1.3 million XTLbio ordinary shares. All other
amounts to be paid to VivoQuest in connection with this transaction will be
subject to the achievement of certain milestones relating to successful
development and commercialization of the VivoQuest assets.

XTLbio also announced that members of the VivoQuest's US-based R&D team have
joined XTLbio. The team that joined XTLbio specializes in a breakthrough small
molecule chemistry technology known as Diversity Oriented Synthesis ('DOS').
The team is lead by internationally recognized figures in DOS, including the
founder of the Chemistry Laboratory at the Harvard Institute of Chemistry and
Cell Biology, where DOS was originally developed.

XTLbio will focus this R&D team on rapidly advancing the development of
anti-HCV compounds licensed from VivoQuest. These compounds were originally
discovered using DOS technology, and a number of these compounds have already
shown significant activity in preclinical model systems, which is equal to or
greater than the most promising compounds in clinical development against HCV.

XTLbio is also pleased to announce that two members of VivoQuest's Scientific
Advisory Board, Dr. David Ho and Dr. Charles Rice, have agreed to serve as
scientific advisors to XTLbio.  Dr. Ho, a scientific co-founder of VivoQuest,
is Scientific Director and CEO of the Aaron Diamond AIDS Research Center and is
one of the world's foremost experts in the treatment of viral diseases. Dr. Ho
was named Time Magazine's 'Man of the Year' in 1996 for his ground-breaking
work in antiviral research. Dr. Rice is Head of the Laboratory of Virology and
Infectious Diseases at Rockefeller University, and one of the world's
preeminent figures in Hepatitis C research.

Ram Waisbourd, VP of Business Development, who led the XTLbio transaction team,
commented: 'We worked very hard to identify and consummate a high quality HCV
opportunity. There is very limited supply of small molecule HCV portfolios that
have multiple families with multiple compounds with activity against HCV. We
are also proud of the deal structure employed, in which we have minimized the
cost and risk to the XTLbio shareholders by deferring all but the up-front
payment of a little over $1 million until successful milestones are achieved in
the development and commercialization of the VivoQuest program.'

Michael Weiss, Chairman of XTLbio, commented: 'We are delighted to bring
VivoQuest's world-class chemistry team on board, and to have Dr. Ho and Dr.
Rice join XTLbio as scientific advisors. With the conclusion of the VivoQuest
agreements, XTLbio is well positioned to aggressively advance VivoQuest's HCV
program. This program has already identified a number of candidates that
pre-clinically compare very favorably with the most promising anti-HCV
compounds in clinical development today. '

XTLbio will host an investor conference call today, Wednesday, September 21,
2005, at 3:00pm Israel time (1:00pm UK time and 8:00am NY time) to discuss the
VivoQuest transaction and provide an update on XTLbio's other programs. In
order to participate in the conference call, please call 800-895-1549 (if
calling from the U.S.) or +1-785-424-1057 (if calling from outside the U.S.).
The call-in ID is 'XTL.'

The audio recording of the conference call will be available for replay at, for a period of 15 days after the call.



Jonathan Burgin, Chief Financial Officer Tel: +972 8 930 4440

About XTL Biopharmaceuticals Ltd.

XTL Biopharmaceuticals Ltd. (XTLbio) is a biopharmaceutical company developing
drugs against hepatitis. Established in 1993, XTLbio became a public company in
2000 and its ordinary shares are listed on the Official List of the UK Listing
Authority and are traded on the London Stock Exchange under the symbol XTL, on
the Tel Aviv Stock Exchange, Israel and on NASDAQ under the symbol XTLB.

Cautionary Statement

Some of the statements included in this press release may be forward-looking
statements that involve a number of risks and uncertainties. For those
statements, we claim the protection of the safe harbor for forward-looking
statements contained in the US Private Securities Litigation Reform Act of
1995. Among the factors that could cause our actual results to differ
materially, and therefore affect interest by investors in our ADR's, are the
following: (1) preliminary results of pre-clinical tests on the HCV compounds
and proprietary compound library licensed from VivoQuest do not necessarily
predict the final results, and promising results in pre-clinical or early
clinical testing might not be obtained in later clinical trials; (2) the early
activity of DOS technology in preclinical model systems does not necessarily
predict the final results, and the DOS technology may not continue to obtain
results equal or greater than the most promising compounds in clinical
development against HCV; and (3) other risk factors identified from time to
time in our reports filed with the various regulatory bodies. Any
forward-looking statements set forth in this press release speak only as of the
date of this press release. We do not intend to update any of these
forward-looking statements to reflect events or circumstances that occur after
the date hereof. This press release and prior releases are available at The information in our website is not incorporated by reference
into this press release and is included as an inactive textual reference only.


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