UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of September, 2005
Commission
File Number: 000-51310
|
XTL
Biopharmaceuticals
Ltd.
|
|
(Translation
of registrant's name into English)
|
Kiryat
Weizmann Science Park
3
Hasapir Street, Building 3, PO Box 370
Rehovot
76100, Israel
|
|
(Address
of principal executive offices)
|
Indicate
by check mark whether the registrant files or will file annual reports
under
cover Form 20-F or Form 40-F.
Form
20-F
x Form
40-F
o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted
by Regulation S-T Rule 101(b)(1): o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted
by Regulation S-T Rule 101(b)(7): o
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission
pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
o
No
x
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
N/A
XTLbio
announces the closing of the License and Asset Purchase Agreement with
VivoQuest
Inc.
Bolsters
anti-HCV pipeline; Adds innovative small molecule chemistry capabilities
XTLbio
to hold conference call today, Wednesday, September 21, at 1:00pm UK
(3:00pm
Israel time and 8:00am NY time)
Rehovot,
Israel, Wednesday, 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
1:00pm UK time (3:00pm Israel 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 www.xtlbio.com,
for a
period of 15 days after the call.
Contacts:
XTLbio
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 www.xtlbio.com. The information in our website
is not
incorporated by reference into this press release and is included as an
inactive
textual reference only.