SecProbe.io

September 9, 2010

Dikla Czaczkes Axselbrad Chief Financial Officer Compugen Ltd. 72 Pinchas Rosen Street Tel Aviv, 69512 Israel
Re: Compugen Ltd.  Form 20-F
Filed March 11, 2010 File No. 000-30902
 Dear Ms. Axselbrad:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 20-F filed March 11, 2010

Item 4.  Information on the Company

Raw Materials, page 29

1. We note your disclosure regarding the types of raw materials you use.  Please provide
draft disclosure for inclusion in future filings that expands your di sclosure to include a
discussion and evaluation of the sources and availability of your raw material requirements, including the databases, biologi cal samples and biological reagents that are
material to your business.
 Intellectual Property, page 29

2. Please provide draft disclosure for inclusion in future filings  that expands your disclosure
to disclose the expiration dates of your material  patents and whether such patents relate to
your therapeutic potential pr oduct candidates, diagnostic po tential product candidates or
your technology platform.

Dikla Czaczkes Axselbrad  Compugen Ltd. September 9, 2010 Page 2

 Item 7.  Major Shareholders and Related Party Transactions

Related Party Transactions
Evogene, Ltd., page 51

3. You disclose that Martin Gerstel, your Chai rman of the Board, has also served as the
Chairman of Evogene’s Board since Decem ber 19, 2004.  Please file copies of your
August 2006 Software License Agreement with  Evogene and the May 2007 extension to
that agreement which you disclose in Note 16 to your consolidated financial statements.
See 4(b)(i) of the Instructions  to Exhibits of Form 20-F.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Karen Ubell at (202) 551-3873, Jenni fer Riegel at (202) 551- 3575 or me at
(202) 551- 3715 with any questions.

Sincerely,

Jeffrey Riedler Assistant Director