XTL Biopharmaceuticals Ltd. — Director's Dealing 2008

Jun 6, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XTL BIOPHARMACEUTICALS LTD (XTLB)
CIK: 0001023549
Period of Report: 2008-06-03

Reporting Person: EDELMAN JOSEPH (10% Owner)
Reporting Person: PERCEPTIVE LIFE SCIENCES MASTER FUND LTD (10% Owner)
Reporting Person: PERCEPTIVE ADVISORS LLC (10% Owner)
Reporting Person: Cho Michael (10% Owner)
Reporting Person: Bradley Scott (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-06-03	Ordinary Shares	P	384690	$3.03	Acquired	57068850	Indirect
2008-06-04	Ordinary Shares	P	24000	$2.99	Acquired	57092850	Indirect
2008-06-03	Ordinary Shares	P	16040	$3.03	Acquired	3052180	Indirect
2008-06-04	Ordinary Shares	P	1000	$2.99	Acquired	3053180	Indirect

Footnotes

F1: This Form 4 is being filed by Joseph Edelman, Michael Cho, Scott Bradley, Perceptive Life Science Master Fund Ltd. ("Master Fund") and Perceptive Advisors LLC ("Advisors").

F2: This transaction was effected through the Master Fund. Mr. Edelman is the managing member of Advisors, which in turn serves as the investment manager of Master Fund. Mr. Edelman and Mr. Bradley share dispositive power over 1,010,000 of such shares and Mr. Edelman and Mr. Cho share dispositive power over 2,696,450 of such shares. Mr. Edelman has sole voting and dispositive power over the remainder of such shares. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by Master Fund is reported herein. Each of Mr. Edelman, Mr. Cho, Mr. Bradley and Advisors disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary therein, and this report shall not be deemed an admission that Mr. Edelman, Mr. Cho, Mr. Bradley and Advisors is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

F3: This transaction was effected through an account at First New York Trading, LLC. Mr. Edelman and Mr. Cho share dispositive power over 299,570 of such shares and Mr. Edelman has sole voting and dispositive power over the remainder of such shares. Mr. Edelman and Mr. Cho each disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman or Mr. Cho is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Mr. Bradley disclaims beneficial ownership over all such shares.