SecProbe.io

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    Marianne
C Sarrazin
    Goodwin
    Procter LLP

    +1 415 733 6134

                                                                              MSarrazin@goodwinlaw.com

    Three Embarcadero Center, Suite 2800

                                                                           San Francisco, CA 94111

    goodwinlaw.com

    +1
    415 733 6000

August
23, 2023

VIA
EDGAR

Office
of Life Sciences

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street NE

Washington,
DC 20549

    Attention:

    Li
    Xiao

    Vanessa
    Robertson

    Lauren
    Hamill

    Joe
    McCann

    Re:
    Vascular
    Biogenics Ltd.

    Amendment
    No. 2 to Registration Statement on Form S-4

    Filed
    July 26, 2023

    File
    No. 333-271826

Ladies
and Gentlemen:

This
letter is submitted on behalf of Vascular Biogenics Ltd. (“VBL”) in response to the comments of the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
with respect to VBL’s Registration Statement on Form S-4 (File No: 333-271826), initially filed on May 11, 2023 and refiled on
June 30, 2023, and July 26, 2023 (the “Registration Statement”), as set forth in the Staff’s letter dated August
9, 2023 (the “Comment Letter”). VBL is concurrently submitting Amendment No. 3 to the Registration Statement (“Amendment
No. 3”), which includes changes to reflect responses to the Staff’s comments and other updates.

For
reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience,
we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions
of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to Amendment No. 3. All
capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 3.

Amendment
No. 2 to Form S-4 filed July 26, 2023

Q:
What are the material U.S. federal income tax consequences of the Merger to U.S. Holders of VBL?, page vi

 1. With
                                            reference to the disclosure at the bottom of page 167 and on 165, please revise the Q&A
                                            to highlight that a U.S. Holder that is not a 10% Shareholder and who, at the end of the
                                            day immediately preceding the Merger, beneficially owns (actually or constructively) VBL
                                            Securities with a fair market value of less than $50,000 generally should not be required
                                            to recognize any gain or loss under Section 367(b) of the Code in connection with the Merger
                                            or to include any part of the “all earnings and profits amount” in income.

RESPONSE:
VBL acknowledges the Staff’s comment and has revised the disclosure on page vi of Amendment No. 3 to reflect the Staff’s
comment.

U.S.
Securities and Exchange Commission

August
23, 2023

Page
2

Background
of the Merger, page 101

 2. We
                                            note your revisions in response to prior comment 6 and refer to the June 20-June 28 entry
                                            on page 113. With regards to changes between the VB-601 Initial Offer and the VB-601 Offer,
                                            please revise to clarify which party sought the revised terms and the reason(s) they did
                                            so. With regards to the July 25, 2023 amendment, identify material terms, if any, that changed
                                            as a result of these negotiations and, if applicable, explain which party sought the revised
                                            term(s) and the reason(s) they did so.

RESPONSE:
VBL acknowledges the Staff’s comment and has revised the disclosure on pages 113 and 163 of Amendment No. 3 to reflect the Staff’s
comments.

Related
Party Transaction, page 163

 3. Your
                                            response to prior Comment 5 indicates that Proposal 10 is a non-binding advisory vote; however,
                                            the disclosure on page viii and the Term Sheet appear to indicate that the VB-601 Asset Sale
                                            is subject to the separate approval of the VBL shareholders at the special meeting. Please
                                            advise and/or revise the disclosure.

RESPONSE:
VBL acknowledges the Staff’s comment and has revised the disclosure on pages iv, viii, ix, 97-99, 113 and 163 of Amendment No.
3 to reflect the Staff’s comment. As reflected in the revised disclosure, shareholder approval is not required under Israeli law.
The shareholder vote is advisory in nature, and while the non-binding term sheet requires shareholder approval, such provision may be
waived. Because VBL’s Board intends to follow the recommendation of shareholders, VBL has similarly clarified this disclosure on
pages viii, 113 and 163 of Amendment No. 3.

U.S.
Federal Income Taxation of U.S. Holders of VBL Securities, page 166

 4. Please
                                            revise the disclosure at the top of page 166 to clarify that the disclosure under the heading
                                            “U.S. Federal Income Taxation of U.S. Holders of VBL Securities” is covered by
                                            the tax opinion of counsel.

RESPONSE:
VBL acknowledges the Staff’s comment and has revised the disclosure on page 166 of Amendment No. 3 to reflect the Staff’s
comment.

 5. We
                                            refer to your revised disclosures and response to prior comment 8. Please have counsel revise
                                            its tax opinion to explain whether VBL was a PFIC in prior tax years. Also, provide us a
                                            detailed analysis explaining whether there is material uncertainty concerning VBL’s
                                            PFIC status for the current tax year. With reference to the pro forma financials presented
                                            on pages 252-254, it appears that VBL will have minimal assets and possibly no revenues for
                                            the current taxable year. As such, it is unclear why there is material uncertainty. If applicable,
                                            discuss the magnitude of the change in the value of VBL’s securities that would have
                                            to occur between now and closing to trigger a change in PFIC status. Please note that assumptions
                                            and qualifications consistent with the proposed transaction are permissible. As such, we
                                            would not object to a tax opinion qualified on the closing of the VB-601 Asset Sale prior
                                            to the closing of the Merger. For guidance concerning assumptions and qualifications in tax
                                            opinions, refer to Staff Legal Bulletin No. 19 (Oct. 14, 2011).

RESPONSE:
VBL acknowledges the Staff’s comment and notes for the Staff that the Tax Opinion of Goodwin Procter LLP, U.S. tax counsel to VBL,
filed as Exhibit 8.1 to Amendment No. 3, has been updated to opine with respect to VBL’s status as a PFIC in prior tax years and
the current taxable year. As disclosed on pages vi, 14, 44 and 168 of Amendment No. 3, VBL is expected to be a PFIC for the current taxable
year. Accordingly, there is no longer material uncertainty regarding VBL’s PFIC status for the current tax year.

U.S.
Securities and Exchange Commission

August
23, 2023

Page
3

U.S.
Federal Income Taxation of U.S. Holders of Notable Securities, page 170

 6. Please
                                            revise the disclosure under the heading, and have counsel revise the Exhibit 8.1 tax opinion,
                                            to clarify that this disclosure is covered by the tax opinion.

RESPONSE:
VBL acknowledges the Staff’s comment and has revised the disclosure on page 170 of Amendment No. 3 to reflect the Staff’s
comment. VBL has also filed the tax opinion of Wiggin and Dana LLP, counsel to Notable Labs, Inc., as Exhibit 8.2 to Amendment No. 3
(including its consent as Exhibit 23.5) and has revised the Exhibit Index on pages 291 and 292 accordingly.

Unaudited
Pro Forma Condensed Combined Financial Information

Notable
Pre-Closing Financing, page 257

 7. We
                                            note your response to our prior comment 14 and the revisions made to disclose the components
                                            of the pre-closing financing shares. Please further revise to disclose the key terms for
                                            the pre-closing financing, including terms that would support these share balances, as well
                                            as those that would have a continuing impact post merger. In particular, please reference
                                            how the 66,384,781 VBL Ordinary shares related to gross up shares and the 94,145,721 VBL
                                            Ordinary Shares related to incentive shares were determined.

RESPONSE:
VBL acknowledges the Staff’s comment and has revised the disclosure on page 146 of Amendment No. 3 to reflect the Staff’s
comment. VBL respectfully notes for the Staff that it believes the additional disclosure regarding the variance in shares received based
upon amounts invested in the Notable Labs, Inc. pre-closing financing is more appropriate in the section of Amendment No. 3 where such
pre-closing financing is discussed in more detail (e.g., page 146). Accordingly, inclusion of a cross-reference in the unaudited pro
forma condensed combined financial information on pages 257, 262 and 264 to such explanatory disclosure is a more meaningful presentation
for shareholders.

***

U.S.
Securities and Exchange Commission

August
23, 2023

Page
4

If
you should have any questions or comments with respect to the foregoing, please contact me at (415) 733-6134 or via e-mail at msarrazin@goodwinlaw.com.

    Very
    truly yours,

    /s/
    Marianne Sarrazin

    Marianne
    Sarrazin

    cc:
    Sam
    Backenroth, Vascular Biogenics Ltd.

    Thomas
    Bock, Notable Labs, Inc.

    Mitchell
    S. Bloom, Goodwin Procter LLP

    Andrew
    H. Goodman, Goodwin Procter LLP

    Tevia
    K. Pollard, Goodwin Procter LLP

    Evan
    Kipperman, Wiggin and Dana LLP

    Michael
    Grundei, Wiggin and Dana LLP

    Elishama
    Rudolph, Wiggin and Dana LLP

    Yuval
    Horn, Horn & Co. – Law Offices

    Shimrit
    Roznek, Horn & Co. – Law Offices