SecProbe.io

Mail Stop 4546

 April 28, 2017

Alon Seri -Levy
Chief Executive Officer
Sol-Gel Technologies Ltd.
7 Golda Meir St., Weizmann Science Park
Ness Ziona, 7403648, Israel

Re: Sol-Gel Technologies Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted April 3, 2017
  CIK No. 0001684693

Dear Mr. Seri -Levy :

We have reviewed your amended 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 app ly 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.

Prospectus Summary, page 1

1. Please delete your statement that you believe VERED has the potential to be more
effective than currently market ed rosacea drugs.  The statement is speculative and
efficacy is a determination made by the FDA.

2. We note your reference to Product Z and your statement that you have not identified
Product Z for competitive reasons.  Please note, it is not appropriate to reference the
development of this product without providing sufficient information for investors to
assess its significance.  To the extent Product Z is material to your operations, please

Alon Seri -Levy
Sol-Gel Technologies Ltd.
April 28, 2017
Page 2

 identify the brand -name drug and the indication.  If Product Z i s not material to your
operations, please remove the references from the summary.

3. We note your response to comment 17.  Please expand your discussion to explain that an
improved “treatment landscape” may not result in significant improvements in results, if
any.

Risks Related to Our Intellectual Property, page 38

4. We note that in October 2011, Medicis Pharmaceutical Corporation entered into an
assignment agreement with you to which Medicis assigned to you its entire interest in one
of the patents upon whi ch you rely for your product candidate TWIN.  Please file your
agreement as an exhibit or provide an analysis supporting your determination that you are
not required to file it pursuant to Item 601(b)(10) of Regulation S -K.

Management’s Discussion and An alysis of Financial Condition and Results of Operations
Significant Accounting Policies and Estimates
Stock -Based Compensation, page 74

5. In providing the information requested in prior comment 15, please quantify the
enterprise value established at each va luation date and include a discussion of the reasons
for the changes in your underlying enterprise value at each valuation date and as
compared to your offering price.

Branded Product Candidates, page 80

6. We note your response to comment 18 that quanti tative information on the royalty
obligations is disclosed on pages 105 -106 of the registration statement, currently 3% to
5% on the sales of products or services.  However, on page 72 you state that “[u]nder the
terms of the funding arrangements with NATI , royalties of 3.5% to 25% are payable on
the sale of products.”  Please reconcile your disclosure.

Intellectual Property, page 95

7. We note your response to prior comment 23.  Please clarify how your patent portfolio is
structured in terms of which patents are proprietary and which patents you license and
identify whether the material patents you referenced relate to the Yissum patents .

Alon Seri -Levy
Sol-Gel Technologies Ltd.
April 28, 2017
Page 3

 Report of Independent Registered Public Accounting Firm , Page F -2

8. The report of your independent registered public accounting firm  is not dated and does
not include a conformed signature .  Please have your independent registered public
accounting firm revise their report to comply with the requirements of Rule 2.02 of
Regulation S -X.

Financial Statements
Notes to Financial Statements
Note 4 – Commitments, page F -12

9. On page F -14 you disclose the terms of a  development, manufacturing and
commercialization agreement entered into with a third party in April 2015, as amended
on October 26, 2015.  With respect to the third party’s obligation to reimburse you for
40% of the out -of-pocket clinical trial expenses a nd the resulting long -term receivable
recognized, please disclose the settlement terms of any amounts due to you and how
collectability of the receivable is evaluated.

Exhibits, page II -3

10. We note your response to comment 23.  Please file your agreement with Yissum pursuant
to Item 601(b)(10)(ii)(B) or provide us with an analysis supporting your determination
that you are not substantially dependent on the agreement.

You may contact Ibolya Ignat  at (202) 551 -3636 or Angela Connell  at (202) 551 -3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor  at (202) 551 -2544 or me at (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare an d Insurance

cc: Nathan Ajiashvili , Esq.
 Latham & Watkins LLP