SecProbe.io

May 23 , 2013

Via E -mail
Ofer Haviv
President and Chief Executive Officer
Evogene Ltd .
13 Gad Feinstein Street
Park Rehovot P.O.B. 2100
Rehovot 76121
Israel

Re: Evogene  Ltd.
Draft Registration Statement on Form F-1
Submitted  April  26, 2013
  CIK  number  0001574565

Dear Mr. Haviv :

We have reviewed your draft registration statement  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 by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments .

General

1. Prior to printing and distribution of the preliminary prospectus, please provide us mock -
ups of any pages that include any additio nal pictures or graphics to be presented.
Accompanying captions, if any, should also be provided.  We may have comments after
reviewing the materials.

2. We note the following phrases: “ leadership position in the field of plant genomics ,”
“leading proprieta ry computational technologies ,” found at page 2 ; “highly scalable ,”
“strong intellectual property portfolio ,” found at page 3;  “our technological leadership ,”
found at page 4 ; and similar references.  These statements appear to contain  marketing
language and are  subjective.  Please revise to state that they are your belief, substantiate

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 2

 the statements to us or remove such statements  or assertions .  Similarly revise under
“Business,” at page 65, and throughout your prospectus .

3. Please revise to define ind ustry terms and jargon such as “abiotic” and “biotic” in the
initial instances that they are used so that investors who do not work in your industry can
understand the disclosure .

4. Please provide a reasonably itemized statement of the major categories of expenses
incurred in connection with the issuance and distribution of the ordinary shares to be
offered.  The information may be given subject to future contingencies.  If the amounts of
any items are not known, estimates (identified as such) shall be give n.  Refer to Item
9.F.2 of Form 20 -F.

5. Please disclose Israeli governmental laws, decrees, regulations or other legislation, if any,
which may affect the import or export of capital, including the availability of cash and
cash equivalents.  Refer to Item 10.D.1 of Form 20 -F.

6. We note your disclosure on page 72 that you commissioned a 2010 life -cycle analysis
from Symbiotic Engineering.  Please tell us why you believe you are not required by Rule
436 to file a consent  from Symbiotic Engineering  as an exhibi t to the registration
statement.  Alternatively, include the consent with your next amendment .  Please advise
whether any of the other market and industry data provided by the listed sources were
commissioned by you.  If so, please file consents pursuant t o Rule 436 of the Securities
Act as exhibits to your registration statement.   Please revise the citations to the market
and industry data to include  the names of all reports .

7. Please update the fin ancial statements as necessary to comply with Item 8A of Form 20 -
F.

8. Please include a currently dated consent of the independent reg istered public accounting
firm as an exhibit upon the filing  of your Form F-1 registration statement .

Prospectus Summary, page 1

9. We note that you have described your competitive  strengths here.  Please balance the
disclosure in the summary by disclosing the company’s losses in recent periods, the
capital -intensive nature of your business, the development stage of some of your
operations and your other key risks.  We also note, fo r example, the effects that negative
publicity regarding genetically modified crops and biotechnology products may have on
your operations and revenues.  Further disclose that it will take at least six years before
the first seeds complete the development process and become commercially viable.
Additionally, please provide similar disclosure on page 65 .

10. Please revise to refrain from using terms such as “successful” and “success” to describe

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 3

 your relationships with your collaborators.  We note that you have not received payments
from sales royalties generated by your collaborators and have incurred recent net losses.

11. Please clarify that you have not entered into any collaboration agreements in your ag -
chemical operations and that you have not generated any revenues from seed sales to
agricultural companies for biodiesel.

Our Strengths, page 2

12. Please revise to balance the disclosure that while you expect to receive revenues from
sales royalties generated by your collaborators you have not received such revenues to
date and that you cannot guarantee that you will receive such payments.  Also note the
extensive period of time before you may receive any payments from sales royalties
generated by your collaborators.  Revise pages 66, 70, 74 and throughout th e prospectus
accordingly.

Industry Background, page 3

13. Please revise the paragraph concerning the growth in the global seed market  to remove
references to compound growth rates or include the intervening yearly growth numbers
here.   Please refrain from re ferring to compound growth rates, as these appear to
represent two discrete snapshots in time but do not show trends or events during the
period represented.

Risk Factors, page 9

We may not be able to protect our intellectual property rights throughout t he world, page 18

14. We note your statement on page 95 that China is one of the countries in which you
operate and seek to protect your intellectual property rights.  Accordingly, disclose in this
risk factor that China has historically not protected a compa ny’s intellectual property
rights to the same extent as the United States.

Our U.S. shareholders may suffer adverse tax consequences, page 24

15. It appears that you have included legal conclusions in the disclosure under this risk
factor.  Please revise or attribute the opinions to legal counsel .

We are an emerging growth  company, page 2 5

16. We note your disclosure on page 55 that you have irrevocably elected to opt out of the
extended transition period for complying with new or revised accounting standards
pursuant to Section 107(b) of the JOBS Act .  However, in this risk factor , you state  that
you “may” take advant age of certain exemptions from various requirements that are

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 4

 applicable to other public companies that are not “emerging growth companies.”   Please
revise to clarify.
Price Range of Our Ordinary Shares, page 32

17. We note that you have provided the annual hi gh and low market prices for your ordinary
shares for the 2010, 2011 and 2012 full financial years.  Please provide the annual high
and low market prices for your ordinary shares for the 2008 and 2009 full financial years.
Refer to  Item 9.A.4(a) of Form 2 0-F.

Use of Proceeds, page 33

18. While you state in certain instances that you have no specific plans for the proceeds, you
also state on pages 11 and 12 that you may use a significant portion of proceeds to invest
in the infrastructure to develop ag -chemic al products and Evofuel.  Please reconcile.  If
you have no specific plans for the proceeds, please discuss the principal reasons for the
offering.  Refer to Item 3.C.1 of Form 20 -F.  As applicable, revise the related risk factor
on page 26 accordingly.

Capitalization, page 35

19. Please note that when you file your registration statement on EDGAR, you will have to
update your capitalization table as of a date no earlier than 60 days prior to the filing of
the registration statement.  See Item 3.B of Form 20 -F.

20. The “cash and cash equivalents” item is technically not part of the capitalization table.
Therefore, revise the first sentence to state that the following table sets forth your
capitalization together with your “cash, cash equivalent and marketable se curities.”

Selected Consolidated Financial Data, page 38

21. Please revise to present five years of data as required by Item 3.A. of Form 20 -F or
disclose that you are unable to do so without unreasonable effort or expense.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
40

Comparison of Period to Period Results of Operations, page 45

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010, page 48

Cost of Revenues, page 48

22. Please clarify you r statement that “the increase in cost of revenues was in line with the
increase in revenues for the same period” given that revenues increased 18.6% from 2010

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 5

 to 2011 while cost of revenues increased 41.9% for the same period .

Contractual Commitments and  Contingencies, page 52

23. Please revise your table of contractual obligations and commitments to include amounts
due under non -cancellable operating leases as disclosed in Note 15 to your financial
statements.

Industry Overview, page 56

24. Please revise to i nclude a more detailed discussion of how  the market  trends discussed in
this section  have impacted you r revenues and results of operations in recent periods along
with any reasonable expectations regarding future periods .

Business, page 65

Our Business, page 65

25. We note that you are in the developmental stages with your ag -chemical and seeds for
feedstock for biodiesel operations.  Please further revise the Business section to describe
the estimated timelines and costs to expand these two operations.

Com putational Technologies, page 77

26. Please revise the second paragraph to clarify that the claims regarding your
computational technologies are the beliefs of management.

Key Collaborations, page 80

27. With respect to the original share purchase agreements with Monsanto and Bayer, please
clarify whether the payments for the equity purchases were considered to be advances on
your collaborative research projects.

28. You describe a number of agreements  related to your “key collaborations”  in this section
that app ear to be material contracts but were not filed as exhibits to the registration
statement.  These agreements are with , for example, DuPont, Syngenta, SLC Agricola
and T6 .  Please file these as exhibits with your next amendment or explain why you are
not re quired to do so .

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 6

 DuPont, page 84

2007 Collaboration Agreement, page 84

29. Please tell us the impact of the 2012 notice from DuPont of its election not to further
evaluate the genes in soybeans.  In this regard, we note that your collaboration agreement
was specifically focused on corn and soybeans.  Please tell us the amount of any deferred
revenue recorded in your financial statements for the soybean collaboration that would
not be realized as a result of DuPont’s discontinuance of the program  and clearly explain
if any losses were recorded, amounts written off or expenses incurred.  To the extent no
such expenses or losses were recognized as a result of DuPont’s decision, please explain
why.

Facilities, page 97

30. Please disclose the material t erms for the leases discussed in this section.   It appears that
you have filed them as material agreements with your registration statement.

Board of Directors, page 102

31. Please clarify the distinction between external directors and independent directors.

Principal Shareholders, page 114

32. Please provide the exercise price, the purchase price, if any, and the expiration date for
the options identified in the footnotes.  Refer to Item 6.C. of Form 20 -F.

33. Please identify the individual or individuals who hav e voting and dispositive power with
respect to the shares held by Monsanto Company .

Description of Share Capital, page 119

34. Please d isclose whether Is raeli law or your articles of association  allow for the issuance
of preferred stock or the adoption of other “poison pill ” measures that could prevent a
takeover attempt and thereby preclude shareholders from realizing a potential premium
over the market value of their shares .

Taxation and Gover nment Programs, page 123

35. The tax considerations discussed in this section appear to be material to investors.  You
also state on page 130 that you do not expect that you will be classified as a PFIC for the
taxable year ending December 31, 2013.  Pursuant  to Item 601(b)(8) of Regulation S -K, a
tax opinion is required where the tax consequences are material to an investor and a
representation as to tax consequences is set forth in the filing.  Please provide a tax

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 7

 opinion or explain why you believe an opini on is not required .

36. Please revise throughout this section to state that stockholders are encouraged to consult
their own tax advisors, rather than stating that they “should” consult their own tax
advisors.

United States Federal Income Taxation, page 131

37. Please briefly describe the mark -to-market treatment that, if elected, could mitigate some
of the adverse tax consequences for a U.S. holder of your securities should you be
classified as a PFIC.

Underwriting, page 133

38. Please provide the address of th e underwriters.  Refer to Item 9.B.1 of Form 20 -F.

Financial Statements, page F -1

Consolidated Balance Sheets, page F -3

Consolidated Statements of Changes in Equity, page F -5

39. We note the presentation in your consolidated balance sheets and statements of changes
in equity of the line item entitled “Reserve - transaction with former controlling
shareholder.”  Please tell us and explain in the notes to your financial statements the
nature of this item, including when and how it originated and how the amoun t reflected in
this reserve was calculated or determined.

Consolidated Statements of Cash Flows, page F -6

40. Please explain why the amount disclosed in your supplemental disclosure of non -cash
investing and financing activities for the modification of put o ption on page F -7 is $7,764
when it appears this amount represents the value of the put option at December 31, 2011
rather than the 2011 modification to the put option as indicated in the statements of
changes in equity on page F -5 of $3,331.  Please advis e or revise.

Notes to Consolidated Financial Statements, page F -8

Note 2: -Significant Accounting Policies, page F -8

d. Functional currency, reporting currency and foreign currency, page F -9

41. We note from the disclosure on page F -9 that the company’s fun ctional currency is the
U.S. dollar.  Given the disclosure on page 28 which indicates that approximately 72% of

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 8

 your revenues are denominated in US dollars while approximately 90% of your expenses
were incurred in NIS, please explain in further detail why you believe the U.S. dollar is
your functional currency.  As part of your response and your revised footnote disclosure,
please explain how you considered the various factors outlined in paragraphs 9 through
14 of IAS 21 in determining that the U.S. dollar  is your functional currency.

l. Revenue Recognition, page F -11

42. We note the disclosure on page 42 concerning your recognition of up -front payments.
Please revise your revenue recognition policy in the notes to your financial statements to
disclose your revenue recognition policy with regards to this revenue stream.

Note 5: -Major Collaboration Agreements, page F -1