SecProbe.io

August 4, 2026
David Silberman
Chief Financial Officer
Compugen Ltd.
Azrieli Center, 26 Harokmim Street
Building D
Holon, 5885849 Israel
Re: Compugen Ltd.
Form 20-F for Fiscal Year Ended December 31, 2025
File No. 000-30902
Dear David Silberman:
 We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
 1
 filename1.htm

 Daniel I. Goldberg
 +1 212 479 6722
 dgoldberg@cooley.com

 Via EDGAR

 July 28, 2026

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Life Sciences
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:

 Bonnie Baynes
 Lynn Dicker

 Re:

 Compugen Ltd.
 Form 20-F for Fiscal Year Ended December 31, 2025
 Filed March 2, 2026
 File No. 000-30902

 Dear Ms. Baynes and Ms. Dicker:

 On behalf of Compugen Ltd. (the “ Company ”), we are providing this letter in response to the comments (the “ Comments ”) received from the staff of the U.S. Securities and Exchange Commission’s (the “ Commission ”) Division of Corporation Finance (the “ Staff ”) by letter dated July 17, 2026, with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “ Form 20-F ”) filed on March 2, 2026.

 Set forth below are the Company’s responses to the Staff’s Comments. For your convenience, we have incorporated the Staff's Comments in italics into this response letter, followed by the Company’s
 responses.

 Form 20-F for the Fiscal Year Ended December 31, 2025

 Item 5. Operating and Financial Review and Prospects
 Research and Development Expenses, Net, page 66

 1.

 Considering the significant research and development expenses you have historically incurred and expect to continue to incur, in future filings, please expand your disclosures to include disaggregated
 disclosures for your research and development expenses, for example by product candidates, by program, and/or by nature of costs. Please also disclose whether you track external costs by product candidates and/or by program, and if not,
 please disclose that fact and the reason in future filings.

 RESPONSE: The Company acknowledges the Staff’s Comment and respectfully advises the Staff that the Company tracks external research and development expenses on a
 clinical trial-specific basis while aggregating such expenses for its preclinical studies. The Company undertakes to provide disclosure substantially in the form presented below in its future filings with the Commission.

 Research and development expenses consist primarily of costs incurred for the discovery and development of our product candidates. Given the number of programs that we have and, because some of our
 clinical trials may combine more than one program, we track the external research and development costs incurred per clinical trial and for preclinical studies, generally, rather than by program or product candidate.

 Cooley LLP   55 Hudson Yards New York, New York 10001-2157
 t: (212) 479-6000  f: (212) 479-6275  cooley.com

 United States Securities and Exchange Commission

 July 28, 2026
 Page 2

 The following table summarizes our components of research and development expenses (U.S. Dollars in millions):

 [period ended]

 [year]

 [year]

 Clinical trials related research and development expenses:

 MAIA-ovarian trial external expenses

 $

 $

 Triple combination of COM701, COM902 and pembrolizumab trial external expenses

 Other clinical trials external expenses

 Personnel and other expenses

 Preclinical related research and development expenses:

 Preclinical external expenses

 Personnel and other expenses

 Total

 $

 $

 Note 2. Significant Accounting Policies

 j. Revenue Recognition, page F-16

 2.

 As it relates to your 2023 Gilead License Agreement, you disclose that you identified three distinct performance obligations and that the transaction price was allocated to these performance obligations based on
 their relative standalone selling price. Please revise your future filings to quantify the amount of the transaction price allocated to each unsatisfied (or partially satisfied) performance obligation as of the end of each reporting period
 and an explanation as to the period over which you expect to recognize the remaining revenue. In this regard, we note that $35.9 million remains unrecognized as deferred revenue, and that you expect to recognize 31% of the remaining
 performance obligations over the next 12 months with the remainder through 2029. It is not clear, however, to which performance obligation(s) this deferred revenue relates and when each is expected to be recognized. Refer to ASC 606-10-50-13.

 RESPONSE: The Company respectfully advises the Staff that, upon inception of the 2023 Gilead License Agreement, it identified three performance obligations. The
 agreement also provided Gilead with an option to purchase drug supply of GS-0321. The Company concluded that this option did not provide a material right and therefore did not represent a separate performance obligation. During the first half of
 2026, Gilead exercised its option to purchase additional goods and services related to the supply of GS-0321. The Company undertakes to update its disclosure in future filings with the Commission to reflect the exercise of this option.

 The Company further advises the Staff that revenue associated with two of the three performance obligations originally identified ((i) the delivery of the GS-0321 License and (ii) the preclinical
 research and development activities towards IND approval of GS-0321) have been fully recognized as of December 31, 2025. In order to address the Staff's Comment, the Company undertakes to update future filings with the Commission to provide enhanced
 disclosures regarding its remaining performance obligations ((i) Phase 1 research and development activities and (ii) GS-0321 drug supply as detailed above), including the amount of the transaction price allocated to each unsatisfied (or partially
 unsatisfied) performance obligation and the expected timing of revenue recognition, in accordance with ASC 606-10-50-13.

 Cooley LLP   55 Hudson Yards New York, New York 10001-2157
 t: (212) 479-6000  f: (212) 479-6275  cooley.com

 United States Securities and Exchange Commission

 July 28, 2026
 Page 3

 We hope that the foregoing has been responsive to the Staff’s Comments. Please contact me at (212) 479-6722 with any questions or further comments regarding our response.

 Sincerely,

 Cooley LLP

 /s/ Daniel I. Goldberg

 Daniel I. Goldberg

 cc:

 Eran Ben Dor, Compugen Ltd.

 David Silberman, Compugen Ltd.
 Amiti Rothstein, Cooley LLP

 Cooley LLP   55 Hudson Yards New York, New York 10001-2157
 t: (212) 479-6000  f: (212) 479-6275  cooley.com

July 17, 2026
David Silberman
Chief Financial Officer
Compugen Ltd.
Azrieli Center, 26 Harokmim Street
Building D
Holon
5885849 Israel
Re: Compugen Ltd.
Form 20-F for Fiscal Year Ended December 31, 2025
File No. 000-30902
Dear David Silberman:
 We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
 Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
 After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2025
Item 5. Operating and Financial Review and Prospects
Research and Development Expenses, Net, page 66
1. Considering the significant research and development expenses you have historically
incurred and expect to continue to incur, in future filings, please expand your disclosures
to include disaggregated disclosures for your research and development expenses, for
example by product candidates, by program, and/or by nature of costs. Please also disclose
whether you track external costs by product candidates and/or by program, and if not,
please disclose that fact and the reason in future filings.
Note 2. Significant Accounting Policies
j. Revenue Recognition, page F-16
As it relates to your 2023 Gilead License Agreement, you disclose that you identified three
distinct performance obligations and that the transaction price was allocated to these
performance obligations based on their relative standalone selling price. Please revise your 2.

July 17, 2026
Page 2
future filings to quantify the amount of the transaction price allocated to each unsatisfied
(or partially satisfied) performance obligation as of the end of each reporting period and an
explanation as to the period over which you expect to recognize the remaining revenue. In
this regard, we note that $35.9 million remains unrecognized as deferred revenue, and that
you expect to recognize 31% of the remaining performance obligations over the next 12
months with the remainder through 2029. It is not clear, however, to which performance
obligation(s) this deferred revenue relates and when each is expected to be recognized.
Refer to ASC 606-10-50-13.
 In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
 Please contact Bonnie Baynes at 202-551-4924 or Lynn Dicker at 202-551-3616 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
 1
 filename1.htm

 June 4, 2026

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:	Tim Buchmiller

 Re:	Compugen Ltd.

 Registration Statement on Form F-3

 Filed May 18, 2026

 File No. 333-295989

 Acceleration Request

 Requested Date: June 8, 2026

 Requested Time: 4:00 p.m. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned registrant (the " Registrant ") hereby requests that the Securities and Exchange Commission (the
" Commission ") take appropriate action to cause the above-referenced Registration Statement on Form F-3 (File
No. 333-295989) the " Registration Statement "), to become effective on June 8, 2026, at 4:00 p.m. Eastern Time,
or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the Commission's
staff. The Registrant hereby authorizes Amiti Rothstein of Cooley LLP, counsel to the Registrant, to make such request on its behalf.
Once the Registration Statement has been declared effective, please orally confirm that event with Amiti Rothstein of Cooley LLP at (212)
479-6567.

 [Signature page follows]

 Very truly yours,

 Compugen Ltd.

 By: /s/ Eran Ben Dor

 Eran Ben Dor

 General Counsel and Corporate Secretary

 cc:
 Eran Ophir, Ph.D., Compugen Ltd.

 David Silberman, Compugen Ltd.

 Daniel Goldberg, Cooley LLP

 Amiti Rothstein, Cooley LLP

 Eric Delgado, Cooley LLP

 Miles Patton, Cooley LLP

May 21, 2026
Eran Ophir, Ph.D.
Chief Executive Officer
Compugen Ltd.
Azrieli Center
26 Harokmim Street
Building D
Holon 5885849, Israel
Re: Compugen Ltd.
Registration Statement on Form F-3
Filed May 18, 2026
File No. 333-295989
Dear Eran Ophir Ph.D.:
 This is to advise you that we have not reviewed and will not review your registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
 Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Daniel I. Goldberg, Esq.

United States securities and exchange commission logo
August 24, 2023
Anat Cohen-Dayag
President and Chief Executive Officer
Compugen Ltd
Azrieli Center
26 Harokmim Street
Building D
Holon 5885849 Israel
Re:Compugen Ltd
Form 20-F for Fiscal Year Ended December 31, 2022
Filed February 28, 2023
File No. 000-30902
Dear Anat Cohen-Dayag:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

                Daniel Goldberg

                +1 212 479 6722

                dgoldberg@cooley.com

                Via EDGAR

    August 23, 2023

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

              Attention:

              Li Xiao

                Mary Mast

          Re:

            Compugen Ltd.

              Form 20-F for Fiscal Year Ended December 31, 2022

              Filed February 28, 2023

              File No. 000-30902

    Dear Ms. Xiao and Ms. Mast:

    On behalf of Compugen Ltd. (the “Company”), we are providing this letter in response to the comment (the “Comment”) received from
      the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated August
      15, 2023 with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “Form 20-F”)
      filed on February 28, 2023. Concurrently with the submission of this response letter, the Company is filing an amendment to the Form 20-F (the “Form 20-F/A”).

    Set forth below is the Company’s response to the Comment. For your convenience, we have incorporated into this response letter in
      italics the Staff’s Comment followed by the Company’s response.

    Form 20-F for the Fiscal Year Ended December 31, 2022

    Exhibit 13.1, page 1

          1.

            Please amend your filing to provide revised Section 906 certifications that refer to the correct fiscal year end of December 31, 2022. In doing so,
              please refile the Form 20-F in its entirety, along with updated certifications that are currently dated and refer to the Form 20-F/A.

    RESPONSE: The
      Company respectfully advises the Staff that concurrently with this letter, the Company is filing Amendment No. 1 on Form 20-F/A, including new certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as Exhibit 13.1 referring to the
      correct fiscal year ended December 31, 2022.

    *          *          *

      United States Securities and Exchange Commission

      August 23, 2023

      Page 2

    We hope that the foregoing has been responsive to the Staff’s Comment. Please contact me at (212) 479-6722 with any questions or further
      comments regarding our response.

    Sincerely,

    Cooley LLP

    /s/ Daniel Goldberg

    Daniel Goldberg

    cc:          Eran Ben Dor, Compugen Ltd.

    Alberto Sessa, Compugen
        Ltd.

              Cooley LLP   55 Hudson Yards New York, New York 10001-2157

                t: (212) 479-6000  f: (212) 479-6275  cooley.com

United States securities and exchange commission logo
August 15, 2023
Anat Cohen-Dayag
President and Chief Executive Officer
Compugen Ltd
Azrieli Center
26 Harokmim Street
Building D
Holon 5885849 Israel
Re:Compugen Ltd
Form 20-F for Fiscal Year Ended December 31, 2022
Filed February 28, 2023
File No. 000-30902
Dear Anat Cohen-Dayag:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2022
Exhibit 13.1, page 1
1.Please amend your filing to provide revised Section 906 certifications that refer to the
correct fiscal year end of December 31, 2022. In doing so, please refile the Form 20-F in
its entirety, along with updated certifications that are currently dated and refer to the Form
20-F/A.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Li Xiao at (202) 551-4391 or Mary Mast at (202) 551-3613 with any

 FirstName LastNameAnat Cohen-Dayag
 Comapany NameCompugen Ltd
 August 15, 2023 Page 2
 FirstName LastName
Anat Cohen-Dayag
Compugen Ltd
August 15, 2023
Page 2
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

      June 23, 2023

      Via EDGAR

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

              Attn:

              Doris Stacey Gama

              Joe McCann

              Re:

              Compugen Ltd.

              Registration Statement on Form F-3

              Filed March 30, 2023, as amended on April 14, 2023

              File No. 333-270985

              Acceleration Request

              Requested Date: June 27, 2023

              Requested Time: 4:00 p.m. Eastern Time

      Ladies and Gentlemen:

      In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-3 (File No. 333-270985) (as amended to date, the “Registration Statement”), to become effective on June 27, 2023, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such later time as the
        Registrant may orally request via telephone call to the Commission’s staff. The Registrant hereby authorizes Amiti Rothstein of Cooley LLP, counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been
        declared effective, please orally confirm that event with Amiti Rothstein of Cooley LLP at (212) 479-6567.

      [Signature page follows]

              Very truly yours,

              Compugen Ltd.

              By: /s/ Eran Ben Dor

              Eran Ben Dor

              General Counsel and Corporate Secretary

              cc:

              Anat Cohen-Dayag, Ph.D., Compugen Ltd.

              Alberto Sessa, Compugen Ltd.

              Daniel Goldberg, Cooley LLP

              Amiti Rothstein, Cooley LLP

              Eric Delgado, Cooley LLP

              Megan Taing, Cooley LLP

CORRESP
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                Eric Blanchard

                +1 212 479 6565

                eblanchard@cooley.com

                Via EDGAR

      April 14, 2023

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Life Sciences

      100 F Street, N.E.

      Washington, D.C. 20549

              Attention:

                Doris Stacey Gama

                Joe McCann

            Re:

              Compugen Ltd.

                Registration Statement on Form F-3

                Filed March 30, 2023

                File No. 333-270985

      Dear Ms. Gama and Mr. McCann:

      On behalf of Compugen Ltd. (the “Company”), we are providing this letter in response to the comment (the “Comment”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated April 5, 2023
        with respect to the Company’s Registration Statement on Form F-3 (the “Registration Statement”) filed on March 30, 2023. Concurrently with the submission of this response letter, the
        Company is filing an amendment to the Registration Statement (the “Amended Registration Statement”). In addition to addressing the Comment raised by the Staff in its letter, the Company
        has included other revisions to its disclosure in the Amended Registration Statement.

      Set forth below is the Company’s response to the Comment. For your convenience, we have incorporated into this response letter in italics the Staff’s Comment followed by the Company’s response.

      Registration Statement on Form F-3

      General

            1.

              Please disclose the recent bankruptcy of SVB Securities’ parent company and describe any impact that it may have on your at-the-market offering or SVB Securities’ ability to perform its selling agent duties in
                that offering. If you do not expect the bankruptcy to have any impact on the offering or SVB Securities’ ability to serve as selling agent, disclose why and provide the basis for that belief. Revise the risk factor disclosure on page S-7 or
                add a new risk factor to describe any risks that may arise as a result of the bankruptcy. If you do not believe that a description of any such risks is necessary, disclose why and provide the basis for that belief.

      RESPONSE: In response to the Staff’s Comment, the Company has added disclosure to the Plan of Distribution section on page S-19 of the ATM prospectus
        supplement included in the Amended Registration Statement regarding the bankruptcy filing of SVB Financial Group (“SVBFG”), the ultimate parent of SVB Securities LLC (“SVB Securities”) and the impact the filing may have on the Company’s at-the-market offering or on SVB Securities’ ability to perform its selling agent duties in connection with the
        at-the-market offering. However, for the reasons discussed below, the Company does not believe that a risk factor describing the bankruptcy is necessary.

                  Cooley LLP   55 Hudson Yards New York, New York 10001-2157

                    t: (212) 479-6000  f: (212) 479-6275  cooley.com

                United States Securities and Exchange Commission

                April 14, 2023

                Page Two

      Based solely on information provided to the Company by SVB Securities, the Company respectfully advises the Staff of its understanding that:

            ⦁

              SVB Securities (previously known as SVB Leerink, and before that Leerink Partners), is a broker-dealer, registered with the U.S. Securities and Exchange Commission, Financial Industry Regulatory Authority, each state and various other
                self-regulatory organizations. SVB Securities provides investment banking services across the healthcare and technology sectors. SVB Securities focuses on the following product and service offerings: capital raising, M&A advisory,
                structured finance, equity research, and sales and trading.

            ⦁

              SVB Securities was acquired by SVBFG in January 2019.  At all times since the acquisition, SVB Securities has been a wholly-owned indirect subsidiary of SVBFG. There has never been any cross-ownership between any of SVBFG’s other past or
                present operating units, including Silicon Valley Bank. SVB Securities conducts its day-to-day operations under the supervision of its own management, with its own employees, that do not overlap with the management and employees of SVBFG or
                SVBFG’s other subsidiaries. SVB Securities holds and operates with its own capital, that is separate from and not commingled with assets of the other SVBFG operations. SVB Securities operates independently of, and is not dependent upon,
                SVBFG or any of SVBFG’s other subsidiaries.

            ⦁

              Prior to March 10, 2023, SVBFG owned and operated Silicon Valley Bank, a state-chartered bank. On March 10, 2023, the California authorities closed Silicon Valley Bank and appointed the Federal Deposit Insurance Corporation (the “FDIC”) as receiver. The FDIC subsequently disclosed that it sold the deposits and loans of Silicon Valley Bank to First Citizens Bank. As noted above, SVB Securities is a separate
                legal entity from Silicon Valley Bank. SVB Securities has advised the Company that at no time did any of the entities that comprised the Silicon Valley Bank business unit own any of the equity in SVB Securities; nor did Silicon Valley Bank
                hold any of SVB Securities’ bank deposits or other investments comprising SVB Securities’ regulatory capital. As such, the FDIC transactions relating to Silicon Valley Bank had no direct impact on SVB Securities or its operations.

            ⦁

              On March 17, 2023, SVBFG commenced its voluntary Chapter 11 proceeding to preserve value. Neither SVB Securities nor any of its assets is included in the Chapter 11 filing. SVB Securities continues to operate in the ordinary course and
                is not subject to oversight by any bankruptcy court. SVB Securities has advised the Company that it has not been requested, nor does it presently intend, to provide any financial assistance or capital to SVBFG during the pendency of the
                Chapter 11 proceeding. In connection with SVBFG’s voluntary bankruptcy filing, SVBFG announced that it is evaluating strategic alternatives for its businesses, including SVB Securities.

            ⦁

              SVB Securities has informed the Company that it is well-capitalized in excess of regulatory net capital requirements. SVB Securities’ Statement of Financial Condition filed with the U.S. Securities and Exchange Commission as part of its
                FOCUS Report disclosed that, as of December 31, 2022, SVB Securities had regulatory net capital of approximately $133.2 million, which was approximately $112.6 million in excess of its required net capital as of that date. SVB Securities
                has informed the Company that, as of March 31, 2023, its excess regulatory net capital remained approximately $112 million. SVB Securities has advised the Company that, because SVB Securities is not part of the SVBFG bankruptcy filing,
                creditors of SVBFG do not have any claims to any assets of SVB Securities.

                  Cooley LLP   55 Hudson Yards New York, New York 10001-2157

                    t: (212) 479-6000  f: (212) 479-6275  cooley.com

        United States Securities and Exchange Commission

        April 14, 2023

        Page Three

        The Company further respectfully advises the Staff that the Company and SVB Securities have a long-standing relationship. SVB Securities was the lead-left bookrunner for the Company’s March 2020 underwritten public offering and SVB Securities has
        also been the sales agent for the Company’s at-the-market offering since January 31, 2023. The Company selected SVB Securities as its selling agent for its at-the-market offering based on this relationship and SVB Securities’ experience in these
        types of transactions.

      Finally, the Company notes that the Sales Agreement that the Company entered into with SVB Securities does not constitute a commitment by SVB Securities to underwrite or otherwise place any of the
        Company’s ordinary shares. Instead, SVB Securities has agreed to use its commercially reasonable efforts to sell shares on the Company’s behalf if and when the Company delivers a placement notice to SVB Securities, all in amounts and at prices set
        forth in such notice. The Company may terminate the Sales Agreement at any time by giving SVB Securities five days’ prior notice.

      Based on the foregoing, the Company does not believe that the bankruptcy of SVBFG or SVBFG’s evaluation of strategic alternatives with respect to SVB Securities will have any impact on the at-the
        market-offering or SVB Securities’ ability to serve as the Company’s sales agent. Furthermore, the Company does not believe that a risk factor related to the bankruptcy is necessary or useful for investors in making an investment decision given the
        independence of SVB Securities’ operations from those of SVBFG and Silicon Valley Bank. Accordingly, the Company has added disclosure requested by the Staff regarding the bankruptcy and its impact on the offering to the Plan of Distribution section
        of the ATM prospectus supplement. However, the Company has not added a risk factor to the Amended Registration Statement.

      *          *          *

      We hope that the foregoing has been responsive to the Staff’s Comment. Please contact me at (212) 479-6565 with any questions or further comments regarding our response.

      Sincerely,

      Cooley LLP

      /s/ Eric Blanchard

      Eric Blanchard

      cc:          Eran Ben Dor, Compugen Ltd.

      Alberto Sessa, Compugen Ltd.

      Daniel I. Goldberg, Cooley LLP

                Cooley LLP   55 Hudson Yards New York, New York 10001-2157

                  t: (212) 479-6000  f: (212) 479-6275  cooley.com

United States securities and exchange commission logo
April 5, 2023
Alberto Sessa
Chief Financial Officer
Compugen Ltd.
26 Harokmim St. Building D
Holon 5885849, Israel
Re:Compugen Ltd.
Registration Statement on Form F-3
Filed March 30, 2023
File No. 333-270985
Dear Alberto Sessa:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3
General
1.Please disclose the recent bankruptcy of SVB Securities’ parent company and describe
any impact that it may have on your at-the-market offering or SVB Securities’ ability to
perform its selling agent duties in that offering. If you do not expect the bankruptcy to
have any impact on the offering or SVB Securities’ ability to serve as selling agent,
disclose why and provide the basis for that belief. Revise the risk factor disclosure on
page S-7 or add a new risk factor to describe any risks that may arise as a result of the
bankruptcy. If you do not believe that a description of any such risks is necessary, disclose
why and provide the basis for that belief.

 FirstName LastNameAlberto Sessa
 Comapany NameCompugen Ltd.
 April 5, 2023 Page 2
 FirstName LastName
Alberto Sessa
Compugen Ltd.
April 5, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-
6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel I. Goldberg, Esq.

CORRESP
1
filename1.htm

    August 5, 2020

    Via EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn:          Courtney Lindsay

    Re:          Compugen Ltd.

    Registration Statement on Form F-3

    Filed July 30, 2020

    File No. 333-240183

    Acceleration Request

    Requested Date: August 7, 2020

    Requested Time: 4:00 P.M. Eastern Time

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and
      Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-3 (File No. 333-240183) (the “Registration Statement”), to become effective on August 7, 2020, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the
      staff (the “Staff”). The Registrant hereby authorizes Daniel Goldberg of Cooley LLP, counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been
      declared effective, please orally confirm that event with Daniel Goldberg of Cooley LLP at (212) 479-6722.

                Very truly yours,

                Compugen Ltd.

                By: /s/ Ari Krashin

                Ari Krashin

                Chief Financial and Operating Officer

    cc:          Eran Ben Dor, Compugen Ltd.

    Daniel Goldberg, Cooley LLP

    Elizabeth Schauber, Cooley LLP

    David Kryzanovsky, Cooley LLP

United States securities and exchange commission logo
August 4, 2020
Eran Ben Dor
General Counsel
Compugen Ltd.
26 Harokmim Street
Holon 5885849, Israel
Re:Compugen Ltd.
Registration Statement on F-3
Filed July 30, 2020
File No. 333-240183
Dear Mr. Ben Dor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Goldberg

CORRESP
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      August 8, 2019

    Via EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Mail Stop 4546

    Washington, D.C. 20549

    Attn:      Irene Paik

                Re:

                  Compugen Ltd.

                  Registration Statement on Form F-3

                  Filed August 5, 2019

                  File No. 333-233001

                  Acceleration Request

                    Requested Date: August 12, 2019

                    Requested Time: 4:00 P.M. Eastern Time

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-3 (File No. 333-233001), as amended (the “Registration Statement”), to become effective on August 12, 2019, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may
      orally request via telephone call to the staff (the “Staff”). The Registrant hereby authorizes Daniel Goldberg of Cooley LLP,
      counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with Daniel Goldberg of Cooley LLP at (212) 479-6722.

                Very truly yours,

                Compugen Ltd.

                By: /s/ Ari Krashin

                Ari Krashin

                Chief Financial and Operating Officer

              cc:

              Donna Gershowitz, Compugen Ltd.
                Daniel Goldberg, Cooley LLP

                Malin Delling, Cooley LLP

                 Elizabeth Schauber, Cooley LLP

August 7, 2019
Ari Krashin
Chief Financial and Operating Officer
Compugen Ltd.
26 Harokmim Street
Holon 5885849, Israel
Re:Compugen Ltd.
Registration Statement on Form F-3
Filed August 5, 2019
File No. 333-233001
Dear Mr. Krashin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Daniel I. Goldberg - Cooley LLP

CORRESP
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October 6, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Suzanne Hayes

Scot Foley

Re:         Compugen Ltd.

Registration Statement on Form F-3

Filed August 9, 2016

File No. 333-213007

Ladies and Gentlemen:

With respect to the above-referenced Registration Statement on Form F-3 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Compugen Ltd. (the “Company”), that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement to Tuesday, October 11, 2016 at 4:30 p.m., or as soon as practicable thereafter.

In connection with the foregoing request, the Company acknowledges the following:

·
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·
the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of the staff in meeting the timetable described above is very much appreciated.  Please call Brian P. Keane of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., U.S. counsel to the Company, at (617) 348-3093 with any comments or questions regarding the Registration Statement.

Very truly yours,

/s/ Anat Cohen-Dayag, Ph.D.

Anat Cohen-Dayag, Ph.D.

President and Chief Executive Officer

CORRESP
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  Brian P. Keane | 617 348 3093 | bkeane@mintz.com

One Financial Center

Boston, MA  02111

617-542-6000

617-542-2241 fax

www.mintz.com

October 6, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Suzanne Hayes

Scot Foley

Re:          Compugen Ltd.

Registration Statement on Form F-3

Filed August 9, 2016

File No. 333-213007

Ladies and Gentlemen:

On behalf of Compugen Ltd. (the “Company”), we are hereby filing with the Securities and Exchange Commission (the “Commission”) this letter in response to the comment of the Staff of the Commission’s Division of Corporation Finance (the “Staff”) given by letter (the “Comment Letter”) dated August 26, 2016 with respect to the above-referenced Registration Statement on Form F-3.

General

1.
Comment: We are currently conducting a review of the annual report on Form 20-F you filed on March 7, 2016 and we anticipate issuing comments from that review.  Please be advised that we will not be in a position to grant effectiveness to the registration statement until such time as those comments have been resolved.

Response:  The Company acknowledges the comment and respectfully notes that pursuant to the letter from the Commission dated October 5, 2016, all comments issued by the Commission from its review of the company’s Annual Report on Form 20-F as filed by the Company on March 7, 2016 have been resolved.  Accordingly, the Company intends to submit a request for acceleration of the effective date of the Form F-3 via separate correspondence.

We hope that the above response is acceptable to the Staff.  Please do not hesitate to call the undersigned at 617-348-3093 with any comments or questions regarding this response letter.  We thank you for your time and attention.

Very truly yours,

/s/ Brian P. Keane

Brian P. Keane

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mail Stop 4546

October 5 , 2016

Via E -mail
Anat Cohen -Dayag, Ph.D.
President and Chief Executive Officer
Compugen Ltd.
26 Harokmim Street
Holon 5885849, Israel

Re: Compugen Ltd.
  Annual Report  on Form 20-F
Filed  March 7 , 2016
  File No.  000-30902

Dear Dr. Cohen -Dayag:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filin g and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Brian P. Keane , Esq.
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
1
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Brian P. Keane | 617 348 3093 | bkeane@mintz.com

One Financial Center

Boston, MA  02111

617-542-6000

617-542-2241 fax

www.mintz.com

September 21, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:             Suzanne Hayes

                              Scot Foley

Re:          Compugen Ltd.

Annual Report on Form 20-F

Filed March 7, 2016

File No. 000-30902

Ladies and Gentlemen:

On behalf of Compugen Ltd. (the “Company”), we are hereby filing with the Securities and Exchange Commission (the “Commission”) this letter in response to the comments of the Staff of the Commission’s Division of Corporation Finance (the “Staff”) given by letter (the “Comment Letter”) dated September 7, 2016 with respect to the above-referenced Annual Report on Form 20-F (the “Annual Report”). Each response is numbered to correspond to the comment set forth in the Comment Letter, which for convenience, we have incorporated into this response letter.

Item 4. Information on the Company

B. Business Overview

Pipeline Program, page 28

1.
Comment: On page 3, you disclose that you recently entered into collaboration agreements with the Johns Hopkins University and the U.S. National Institutes of Health.  Please discuss the material terms of these agreements and file them as exhibits.  Alternatively, provide us with an analysis supporting your determination that you are not required to file them as exhibits.

Response:  The Company respectfully advises the Staff that the Company does not believe it is necessary to file the agreements with the Johns Hopkins University (the “JHU Agreement”) and the U.S. National Institutes of Health (the “NIH Agreement”) because each of these agreements was made in the ordinary course of business and the Company is not substantially dependent on either agreement.

As noted in the Annual Report, the JHU Agreement relates to the evaluation by JHU of selected Compugen-discovered immune checkpoint candidates. The Company pays JHU for its services based on an agreed-upon budget.  While the Company believes that there is a benefit to using JHU for these services because the research is being conducted by JHU under the direction of Prof. Drew Pardoll and Dr. Charles Drake, both of whom are members of the Company’s Scientific Advisory Board (as disclosed in the Annual Report), the Company also employs in parallel in-house experimental systems and capabilities to evaluate its immune checkpoint candidates and the Company also believes that it could obtain similar services in collaboration with other organizations.  Furthermore, there is no commitment by Company to order any services and the Company may terminate the agreement at any time. Accordingly, the Company respectfully believes that it is not substantially dependent on this agreement.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Page 2

Also as noted in the Annual Report, pursuant the NIH Agreement, the Company has obtained rights to use certain materials developed by the NIH for use in the research and development of the Company’s immuno-oncology programs.  The Company advises the Staff that while the specific cell assays provided by the NIH are unique, other assays and materials that are readily available from other third parties could also be used for the same purpose. Furthermore, there is no commitment by Company to utilize the materials and the Company may terminate the agreement at any time.  Accordingly, the Company respectfully believes that it is not substantially dependent on this agreement.

Due to these factors, the Company respectfully submits that the Johns Hopkins Agreement and the NIH Agreement do not constitute “contracts that are material” to the Company within the meaning of paragraph 4 of the Instructions to Exhibits of Form 20-F, and as such, believes that the agreements are not required to be filed as exhibits to the Annual Report.

Our Predictive Discovery Approach, page 33

2.
Comment: Please expand your discussion of the Bayer Agreement on page 36, to disclose the duration and termination provisions.

Response:  The Company respectfully advises the Staff that the Bayer Agreement does not have a specified temporal duration.  The agreement continues until Bayer is no longer required to make any payments under the terms of the agreement OR until otherwise terminated by either party in accordance with Section 14.3 of the Bayer Agreement.  Accordingly, based on discussions with the Staff, the Company represents that it will include the following sentence as the first sentence of what is now the fourth paragraph under “Bayer Collaboration” on page 36 of the Annual Report in all future filings:

“The Bayer Collaboration continues until Bayer is no longer required to make payments under the Agreement or until otherwise terminated by either party in accordance with the terms of the Agreement.”

In addition, the Company believes that the material terms of the termination provisions of this agreement are currently set forth in the fourth paragraph under “Bayer Collaboration” on page 36 of the Annual Report as follows:

“Bayer may terminate the Bayer Collaboration, either in whole or only with respect to one of the programs, and in each case also on a product-by-product and/or country-by country basis, at any time without cause, upon prior written notice. Either party may also terminate the Bayer Collaboration, either in whole or with respect to only one of the programs, if the other party is in material breach and such breach has not been cured within the applicable cure period. Upon any termination of the Agreement, depending upon the circumstances, the parties have varying rights and obligations with respect to the continued development and commercialization of any products and certain payment and royalty obligations.”

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Page 3

Item 19. Exhibits

3.
Comment: We note that correspondence dated September 22, 2010 indicated you would incorporate a software license agreement between you and Evogene Ltd by reference in future filings.  Please explain why you have not been incorporating this agreement as an exhibit to your Form 20-Fs.

Response:  The Company acknowledges the correspondence dated September 22, 2010.  The Staff is respectfully advised that such correspondence was submitted prior to the dates that the Company’s current General Counsel and we, as outside counsel, began representing the Company.  Further to discussions with the Staff, and based on correspondence with former U.S. securities counsel, the Company has concluded that the license agreement with Evogene was inadvertently omitted from the Exhibit Index of its Form 20-Fs based on advice received from its former U.S. securities counsel at that time.

The Company also advises the Staff that the agreement with Evogene has ceased in accordance with its terms effective as of December 31, 2014.  In consideration for the grant of the license, Evogene issued the Company 60,000 ordinary shares. In May 2007, with the extension to the agreement, Evogene paid the Company $150,000 and issued the Company 100,000 ordinary shares in Evogene.  Since 2007, no further consideration was received by the Company under this agreement.

With the current knowledge that the agreement with Evogene has ceased in accordance with its terms effective on December 31, 2014 and that since 2007, no additional consideration was received by the Company under the agreement, we and the Company have retrospectively re-evaluated the materiality of this agreement in light of the requirements set forth in paragraph 4(a) of the Instructions to Exhibits of Form 20-F.  Based on such evaluation, the Company respectfully believes that such agreement has always been immaterial in amount and significance.  Accordingly, in accordance with paragraph 4(a) of the Instructions to Exhibits of Form 20-F, the Company respectfully submits that the agreement with Evogene was not required to be incorporated by reference as an exhibit to the Company’s annual reports.

***

The Company acknowledges that:

·
the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

We hope that the above response is acceptable to the Staff.  Please do not hesitate to call the undersigned at 617-348-3093 with any comments or questions regarding this response letter.  We thank you for your time and attention.

Very truly yours,

/s/ Brian P. Keane

Brian P. Keane

Mail Stop 4546

September 7, 2016

Via E -mail
Anat Cohen -Dayag, Ph.D.
President and Chief Executive Officer
Compugen Ltd.
26 Harokmim Street
Holon 5885849, Israel

Re: Compugen Ltd.
  Annual Report  on Form 20-F
Filed  March 7 , 2016
  File No.  000-30902

Dear Dr. Cohen -Dayag:

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please te ll us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 4. Information on the Company
B. Business Overview
Pipeline Program, page 28

1. On page 30, you disclose that you recently ent ered into collaboration agreements with the
Johns Hopkins University and the U.S. National Institutes of Health. Please discuss the
material terms of these agreements and file them as exhibits.  Alternatively, provide us with
an analysis supporting your de termination that you are not required to file them as exhibits.

Our Predictive Discovery Approach,  page 33

2. Please expand your discussion of the Bayer Agreement on page 36, to disclose the duration
and termination provisions.

Anat Cohen -Dayag, Ph.D.
Compugen Ltd.
September 7 , 2016
Page 2

 Item 19. Exhibits

3. We no te that correspondence dated September 22, 2010 indicated you would incorporate a
software license agreement between you and Evogene Ltd by reference in future filings.
Please explain why you have not been incorporating this agreement as an exhibit to you r
Form 20 -Fs.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please contact S cot Foley  at (202) 551 -3383 or me at (202) 551 -3675 with any questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Brian P. Keane , Esq.
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mail Stop 4546

August 26, 2016

Via E -mail
Anat Cohen -Dayag, Ph.D.
President and Chief Executive Officer
Compugen Ltd.
26 Harokmim Street
Holon 5885849, Israel

Re: Compugen Ltd.
  Registration Statement on Form F-3
Filed  August 9, 2016
  File No.  333-213007

Dear Dr. Cohen -Dayag :

We have limited our review of your registration statement to the issue addressed in our
comment. If you do not believe our comment appl ies to your facts and circumstances, please tell
us why in a response.

After reviewing any amendment to your registration statement or any information you
provide in response to this comment, we may have  additional comments.

General

1. We are currently co nducting a review of the annual report on Form 20 -F you filed on March
7, 2016 and we anticipate issuing comments from that review. Please be advised that we will
not be in a position to grant effectiveness to the registration statement until such time as those
comments have been resolved.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Anat Cohen -Dayag, Ph.D.
Compugen Ltd.
August 26, 2016
Page 2

 Notwithstanding our comment, in the even t you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its  full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact S cot Foley  at (202) 551 -3383  or me at (202) 551 -3675  with any questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Brian P. Keane , Esq.
 Mintz , Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

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    kl01012.htm

Compugen Ltd. · 72 Pinchas Rosen St. Tel-Aviv 69512 Israel

Tel: +972-3-765-8585 · Fax: +972-3-765-8555 · E-mail: info@cgen.com · Web site: www.cgen.com

January 21, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Jeffrey Riedler, Assistant Director

Re:

Compugen Ltd.

Form F-3

Filed January 11, 2011

File No. 333-171655

Dear Mr. Riedler:

The undersigned hereby respectfully requests that the effective date of the above-referenced Registration Statement of Compugen Ltd. (the “Company”) be accelerated so that it will become effective on January 21, 2011 at 3:00 p.m. (New York City time), or as soon thereafter as is practicable.

In connection with this acceleration request, the Company acknowledges that

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Richard H. Gilden of Kramer Levin Naftalis & Frankel LLP, corporate counsel to the Company, at (212) 715-9486 upon the Registration Statement’s becoming effective.

Sincerely,

COMPUGEN LTD.

By: /s/ Dikla Czaczkes Axselbrad

Name: Dikla Czaczkes Axselbrad

Title:   Chief Financial Officer

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    kl01011.htm

Compugen Ltd. · 72 Pinchas Rosen St. Tel-Aviv 69512 Israel

Tel: +972-3-765-8585 · Fax: +972-3-765-8555 · E-mail: info@cgen.com · Web site: www.cgen.com

January 20, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Jeffrey Riedler, Assistant Director

Re:

Compugen Ltd.

Form F-3

Filed January 11, 2011

File No. 333-171655

Dear Mr. Riedler:

The undersigned hereby respectfully requests that the effective date of the above-referenced Registration Statement of Compugen Ltd. (the “Company”) be accelerated so that it will become effective on January 21, 2011 at 3:00 p.m. (New York City time), or as soon thereafter as is practicable.

In connection with this acceleration request, the Company acknowledges that

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Richard H. Gilden of Kramer Levin Naftalis & Frankel LLP, corporate counsel to the Company, at (212) 715-9486 upon the Registration Statement’s becoming effective.

Sincerely,

COMPUGEN LTD.

By: /s/ Rachel Bart

Name: Rachel Bart

Title:   General Counsel

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    kl01010.htm

K  R  A  M  E  R   L  E  V  I  N   N  A  F  T  A  L  I  S  &  F  R  A  N  K  E  L  LLP

Richard H. Gilden

Partner

Tel:  212 715-9486

Fax:  212 715-8085

January 20, 2011

Mr. Jeffrey Riedler

Division of Corporate Finance

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549-3628

Re:

Compugen Ltd.

Registration Statement on Form F-3

Filed January 11, 2011

File No. 333-171655

Dear Mr. Riedler:

We are U.S. securities counsel for Compugen Ltd. (the “Company”).  The Company has requested that we respond on its behalf to the comment letter dated January 13, 2011 (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Commission”).

For convenience, we have set forth below in italics the comment contained in the Comment Letter, followed by the Company’s response.

Form F-3

Where You Can Find More Information and Incorporation of Certain Information By Reference, page 14

1.  We note that you are incorporating by reference a Form 6-K filed on September 22, 2010, however, there does not appear to be a Form 6-K filed on September 22, 2010. Please advise or revise.

Response:

In response to this comment, the Company notes that the incorporation by reference of a Form 6-K filed on September 22, 2010 was a mistake. The Company proposes to correct this mistake when it files its final prospectus following the effective date of the above mentioned registration statement pursuant to Rule 424(b)(3). In its final prospectus, the Company also intends to correct a typographical error on the first page of the prospectus (the page immediately preceding the table of contents) by changing “January 5, 2010” to “January 5, 2011.”

Please note that the Company intends today to file a written request that the effective date of the above mentioned registration statement be accelerated so that it will become effective on January 21, 2011 at 3:00 p.m. (New York City time), or as soon thereafter as is practicable.

If you or other members of the Staff have any further questions or comments concerning these responses or if you require additional information, please feel free to contact me at the telephone number above.

Very truly yours,

/s/ Richard H. Gilden

Richard H. Gilden

cc:

Anat Cohen-Dayag, President & CEO, Compugen

Dikla Czaczkes Axselbrad, CFO, Compugen

Martin Gerstel, Chairman of the Board, Compugen

1177 AVENUE OF THE AMERICAS   NEW YORK NY 10036-2714   PHONE 212.715.9100   FAX 212.715-8000   WWW.KRAMERLEVIN.COM

ALSO AT 47 AVENUE HOCHE   75008 PARIS FRANCE

Mail Stop 4720
January 13, 2011
  Mr. Dikla Czaczkes Axselbrad Chief Financial Officer Compugen Ltd. 72 Pinchas Rosen Street Tel Aviv, 69512 Israel
Re: Compugen Ltd.
  Registration Statement on Form F-3
Filed January 11, 2011
  File No. 333-171655

Dear Mr. Axselbrad:

We have limited our review of your filing to the issue we have addressed in the
following comment.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements and to enhance the overall disclosure
in your filing.  We look forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of  our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.

Form F-3

Where You Can Find More Information and In corporation of Cert ain Information By
Reference, page 14

1. We note that you are incorporating by re ference a Form 6-K filed on September 22,
2010, however there does not appear to be  a Form 6-K filed on September 22, 2010.
Please advise or revise.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all informa tion required under the
Securities Act of 1933 and that they have provi ded all information investors require for an
informed investment decision.  Since the comp any and its management are in possession of
all facts relating to a company’s disclosure, they are re sponsible for the accuracy and
adequacy of the disclosures they have made.

 Mr. Dikla Czaczkes Axselbrad
Compugen Ltd. January 13, 2011 Page 2
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statemen t, it should furnish a letter, at the time of
such request, acknowledging that:   should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the f act that those requesti ng acceleration are aware
of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to th e proposed public offering of the securities
specified in the above registration statement.  We will act on the request and, pursuant to
delegated authority, grant accelerati on of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

If you have any questions, please call J ohn L. Krug, Senior Counsel, at (202) 551-
3862, or me at (202) 551-3715.

     S i n c e r e l y ,         J e f f r e y  R i e d l e r       A s s i s t a n t  D i r e c t o r
   cc: Richard H. Gilden, Esq.

October 19, 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 completed our review of your fili ng and do not have any further comments at
this time.
Sincerely,

Jeffrey Riedler Assistant Director

CORRESP
1
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    kl09008.htm

K  R  A  M  E  R   L  E  V  I  N   N  A  F  T  A  L  I  S  &  F  R  A  N  K  E  L   LLP

Richard H. Gilden

Partner

Tel:  212 715-9486

Fax:  212 715-8085

September 22, 2010

Ms. Karen Ubell

Division of Corporate Finance

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549-3628

Re:

Compugen Ltd.

Form 20-F for the Fiscal Year Ended December 31, 2009

Filed March 11, 2010

File No. 000-30902

Dear Ms. Ubell:

We are U.S. securities counsel for Compugen Ltd. (the “Company”).  The Company has requested that we respond on its behalf to the comment letter dated September 9, 2010 (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Commission”).

For convenience, we have set forth below in italics the comment contained in the Comment Letter, followed by the Company’s response.

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 disclosure to include a discussion and evaluation of the sources and availability of your raw material requirements, including the databases, biological samples and biological reagents that are material to your business.

Response:

In response to this comment, the Company proposes to include the following information in its future filings with the Commission:

“Raw Materials

We use a large range of raw materials in our research and discovery activities, including databases, biological reagents and biological samples.

1177 AVENUE OF THE AMERICAS   NEW YORK NY 10036-2714   PHONE 212.715.9100   FAX 212.715.8000   WWW.KRAMERLEVIN.COM

ALSO AT 47 AVENUE HOCHE   75008 PARIS FRANCE

K  R  A  M  E  R   L  E  V  I  N   N  A  F  T  A  L  I  S  &  F  R  A  N  K  E  L   LLP

Ms. Karen Ubell

September 22, 2010

Page 2

We use biological information databases such as databases of ESTs, which are short nucleotide sequences that code for the expression of partial mRNA, databases of mRNA, DNA and protein sequences, gene expression databases, including datasets from microarray experiments, protein structure databases, and databases that match drugs with their respective targets.

These databases include both public free of charge databases as well as proprietary databases. The public databases are maintained by various, often publically funded organizations, and are regularly updated. The proprietary databases are licensed or accessed on standard commercial terms.

We also use a large range of biological reagents such as cell growth media, enzymes, and antibodies as well as cell lines and human tissue samples for our therapeutic and diagnostic validation activities.

We use a variety of commercially available growth media, enzymes and antibodies directed towards publicly known molecules from various companies (such as Sigma Aldrich, Abcam). We obtain antibodies and hybridomas developed specifically for our candidates from companies such as Sigma Aldrich, and Rockland Immunochemicals Inc.  We obtain synthesized peptides from various companies such as Pepscan Therapeutics and Sigma Aldrich, and we obtain proteins from companies such as Catalent.

With respect to cell lines, we use commercially available human cell lines which we purchase from companies, such as the American Type Culture Collection, a nonprofit biological resource center and research organization. Some of these cell lines are modified by us for Compugen’s target expression. We also use a wide variety of commercially available cell lines for various functional and molecular biology assays.

We use RNA samples derived from various human cancer tissues (i.e. colon carcinoma, breast cancer) and normal tissues (i.e. brain, kidney, heart) which are commercially available from various companies such as Analytical Biological Services Inc., Biochain, and Asterand.

In view of the many projects at Compugen, we do not consider any individual raw material, when considered alone, to be material to the Company.

Item 4.  Information on the Company; 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 product candidates, diagnostic potential product candidates or your technology platform.

1177 AVENUE OF THE AMERICAS   NEW YORK NY 10036-2714   PHONE 212.715.9100   FAX 212.715.8000   WWW.KRAMERLEVIN.COM

ALSO AT 47 AVENUE HOCHE   75008 PARIS FRANCE

K  R  A  M  E  R   L  E  V  I  N   N  A  F  T  A  L  I  S  &  F  R  A  N  K  E  L   LLP

Ms. Karen Ubell

September 22, 2010

Page 3

patents relate to your therapeutic potential product candidates, diagnostic potential product candidates or your technology platform.

Response:

In response to this comment, the Company proposes to include the following information in its future filings with the Commission:

“Intellectual Property Rights

Our intellectual property assets are our principal assets. These assets include the intellectual property rights subsisting in our proprietary know-how and trade secrets underlying our predictive biology capabilities and discovery platforms, our patents and patent applications,  particularly with respect to Compugen discovered molecules and utilities, and the copyrights subsisting in our software and related documentation. We seek to vigorously protect our rights and interests in our intellectual property. We expect that our commercial success will depend on, among other things, our ability to obtain commercially valuable patents especially for our therapeutic and diagnostic product candidates, maintain the confidentiality of our proprietary know-how and trade secrets and otherwise protect our intellectual property.

We seek patent protection for certain promising inventions that relate to our therapeutic and diagnostic potential product candidates as well as certain components of our technology platforms. Subject to the following paragraph, we currently have a total of 22 issued patents of which 20 are US patents. Subject to the following paragraph, we also have 85 pending patent applications, which include 35 patent applications that have been filed in the United States (4 of which have to date been allowed for issuance) and 3 applications that have been filed under the Patent Cooperation Treaty for which we have not yet designated the countries of filing.

Our general policy is to continue patent filings and maintenance for our therapeutic and diagnostic inventions, including for related inventions such as antibodies and peptides, only with respect to candidates or projects that are being actively pursued internally or with partners, or that we believe to have future commercial potential. We routinely abandon patent applications and may choose to abandon maintenance of patents supporting candidates or projects that do not meet these criteria; at the current time, and in view of the many projects at Compugen, we do not consider any individual patent or patent application, when considered alone, to be material to the Company.

We also seek protection for our proprietary know-how and trade secrets that are not protectable or protected by patents, by way of safeguarding them against unauthorized disclosure. This is done through the extensive use of confidentiality agreements and assignment agreements with our employees, consultants and third parties as well as by technological means. We use license agreements both to access third party technologies and to grant licenses to third parties to exploit our intellectual property rights.”

1177 AVENUE OF THE AMERICAS   NEW YORK NY 10036-2714   PHONE 212.715.9100   FAX 212.715.8000   WWW.KRAMERLEVIN.COM

ALSO AT 47 AVENUE HOCHE   75008 PARIS FRANCE

K  R  A  M  E  R   L  E  V  I  N   N  A  F  T  A  L  I  S  &  F  R  A  N  K  E  L   LLP

Ms. Karen Ubell

September 22, 2010

Page 4

Item 7.  Major Shareholders and Related Party Transactions; Related Party Transactions; Evogene Ltd.  page 51

3.  You disclose that Martin Gerstel, your Chairman of the Board, has also served as the Chairman of Evogene’s Board since December 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.

Response:

In response to this comment, the Company has, on September 21, 2010, filed the above-identified agreements under a Form 6-K, which will be expressly incorporated by reference in future Commission filings.

If you or other members of the Staff have any further questions or comments concerning these responses or if you require additional information, please feel free to contact me at the telephone number above.

Very truly yours,

/s/ Richard H. Gilden

Richard H. Gilden

cc:          Anat Cohen-Dayag, President & CEO, Compugen

Dikla Czaczkes Axselbrad, CFO, Compugen

Martin Gerstel, Chairman of the Board, Compugen

1177 AVENUE OF THE AMERICAS   NEW YORK NY 10036-2714   PHONE 212.715.9100   FAX 212.715.8000   WWW.KRAMERLEVIN.COM

ALSO AT 47 AVENUE HOCHE   75008 PARIS FRANCE

CORRESP
1
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    kl09009.htm

September 21, 2010

Ms. Karen Ubell

Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549-3628

Re:

Compugen Ltd.

Form 20-F for the Fiscal Year Ended December 31, 2009

Filed March 11, 2010

File No. 000-30902

Dear Ms. Ubell:

In response to a request from the staff of the Securities and Exchange Commission (the “Commission”) in its comment letter, dated September 9, 2010 with respect to the above-referenced filing, Compugen Ltd. (the “Company”) hereby acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Very truly yours,

COMPUGEN LTD.

By: /s/ Anat Cohen-Dayag

Name: Anat Cohen-Dayag

Title:President and Chief Executive Officer

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

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   August 16, 2007   Ms. Ronit Lerner Chief Financial Officer Compugen Ltd.  72 Pinchas Rosen Street Tel Aviv, 69512 Israel
Re: Compugen Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2006  Filed April 18, 2007  File No. 000-30902

Dear Ms. Lerner:

We have completed our review of your Form 20-F and have no further comments
at this time.

Sincerely,    Joel Parker Accounting Branch Chief

CORRESP
1
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    kl07059.htm

    K R A M E R  L E V I N  N A F T A L I S
& F R A N K E L  LLP

    Richard
      H. Gilden

    Partner

    Tel:  212
      715-9486

    Fax:  212
      715-8085

                July
      30,
      2007

    Mr.
      Jim
      B. Rosenberg

    Senior
      Assistant Chief Accountant

    United
      States Securities and Exchange Commission

    Washington,
      D.C. 20549

    Re:    Compugen
      Ltd.

           Form
      20-F for the Fiscal
      Year Ended December 31, 2006

      File No. 000-30902

    Dear
      Mr.
      Rosenberg:

    We
      are
      U.S. securities counsel for Compugen Ltd. (the “Company”).  The
      Company has requested that we respond on its behalf to the Commission’s comment
      letter dated June 29, 2007 (the “Comment Letter”).

    For
      convenience, we have set forth below in italics the comment contained in the
      Comment Letter, followed by the Company’s response.

    Item
      5.  Operating Results and Financial Review and Prospects, page
      30

    1.  Please
      refer to the Division of Corporation Finance “Current Issues and Rulemaking
      Projects Quarterly Update” under section viii – Industry Specific Issues –
Accounting and Disclosure by Companies Engaged in Research and Development
      Activities.  You can find it at the following website
      address:  http://www.sec.gov/divisions/corpfin/cfcrq032001.htm#secviii.

    Please
      provide in disclosure-type format the following information for each of your
      major research and development projects:

    a.  The
      current status of the project;

    b.  The
      costs incurred during each period presented and to date on the
      project;

    c.  The
      nature, timing and estimated costs of the efforts necessary to complete the
      project;

    d.  The
      anticipated completion dates;

    e.  The
      risks and uncertainties associated with completing development on schedule,
      and
      the consequences to operations, financial position and liquidity if the project
      is not completed timely; and finally

    f.  The
      period in which material net cash inflows from significant projects are expected
      to commence.

      K R A M E R  L E V I N  N A F T A L I S
& F R A N K E L  LLP

    Mr.
      Jim
B.
      Rosenberg

    July
      30,2007

    Page
      2

      Regarding
        b., if you do not maintain any research and development costs by project,
        disclose that fact and explain why management does not maintain and evaluate
        research and development costs by project.  Provide other quantitative
        or qualitative disclosure that indicates the amount of the company’s resources
        being used on the project.

    Regarding
      c. and d., disclose the amount or range of estimated costs and timing to
      complete the phase in process and each future phase.  To the extent
      that information is not estimable, disclose those facts and circumstances
      indicating the uncertainties that preclude you from making a reasonable
      estimate.

    We
      have
      reviewed the Staff guidance referred to in the Comment Letter based on such
      guidance, as well as discussions with the Staff, we believe that the Company’s
      current business model is not fully consistent with the nature of the
      disclosures contemplated by the guidance.

    The
      Company, at this stage of its existence, is an early stage drug discovery
      company.  Its area of expertise is in the use of predictive biological
      and computer-based mathematical models to discover potential therapeutic drug
      candidates and diagnostic biomarker candidates that may, at a later stage,
      be
      pursued in conjunction with major pharmaceutical companies. Currently, the
      Company's goal is early stage drug and biomarker discovery and not drug
development; therefore, it does not have drug research and development
      projects in the classic sense (i.e. Pre-Clinical, Phase I, Phase II,
      etc.).  Early stage experimental “wet” biological validation is employed
      regarding ideas and product candidates discovered by the Company’s predictive
      modeling platform.

    At
      present, the Company focuses on and is structured along the lines of its three
      principal activities: (i) research and discovery; (ii) therapeutics; and (iii)
      diagnostics.

    Research
      and Discovery:  The Company’s research and discovery
      activities include the development of its underlying enabling technologies
      comprising its computational based discovery platforms. The Company utilizes
      these platforms to support its therapeutic and diagnostic activities. Its entire
      discovery process begins in silico, meaning that product candidates are
      discovered using its computational platforms.

    Therapeutics
      and Diagnostics:  Using its discovery engines and related
      technologies, the Company seeks to  discover novel molecules and
      candidates that may be suitable for further development as therapeutic and
      diagnostic product candidates.  The Company’s therapeutic and
      diagnostic activities are in essence, an effort to use its underlying discovery
      platforms to identify selected potential therapeutic and diagnostic product
      candidates.  The Company’s discovery

        K R A M E R  L E V I N  N A F T A L I S
& F R A N K E L  LLP

      Mr.
        Jim
B.
        Rosenberg

      July
        30,2007

      Page
        3

    capabilities
      and understandings are not field or disease specific and may have numerous
      applications, both in therapeutic and diagnostic areas.

    At
      any
      given time period, Company discovery efforts span a number of candidates which
      may in the future, become diagnostic or therapeutic product
      targets.  The majority of the Company’s employees are engaged in
      research and discovery, and each such employee is usually engaged in several
      activities in tandem.  Management is not structured along fixed
      project lines.  The Company’s  research activities are
      dynamic and may change several times over the course of a year in response
      to
      interim results reached or in response to external requests.  The
      Company cannot accurately predict its research needs or know in advance the
      direction certain projects may take.  Management does not use
      project-by-project data to manage the Company’s business or to make decisions
      regarding its research and discovery activities.  Therefore, the
      Company does not allocate funds on a project by project basis.

    Rather,
      the Company allocates its research and discovery budget on an overall basis
      aligned with its organizational structure and adjusts that allocation on an
      ongoing basis to correlate with its changing needs.  The Company’s
      projects, as well as the structure of its organization and research activities,
      are relatively fluid depending on many factors, including but not limited to,
      results of earlier or parallel studies, intellectual property freedom to
      operate, successful validation and customer requests.  The results of
      certain studies that have been discontinued are often applicable to other
      studies.

    The
      Company seeks to further the process that will lead to commercialization of
      its
      diagnostic and therapeutic candidates by entering into strategic collaborations
      with leading diagnostic, biotechnology and pharmaceutical companies as well
      as
      academic and medical institutions.  It intends to generate revenues
      through milestone and revenue sharing out-licensing and joint development
      agreements with various collaborators in the pharmaceutical industry.
      Accordingly, the Company’s business model is based on developing commercial
      value in partnership with large pharmaceutical companies who can take the
      Company’s early-stage discoveries and candidates, and support and fund
      commercial development, from pre-clinical stages through
      commercialization.

    The
      Company expenses research and discovery costs as incurred.  The
      Company’s research and discovery expenses currently include cost of salaries and
      related expenses, activities related to intellectual property, protein
      production, acquisition of tissue samples and other biological testing
      materials, supplies, equipment depreciation, outsourced testing and other
      services and consultants.

      K R A M E R  L E V I N  N A F T A L I S
& F R A N K E L  LLP

      Mr.
        Jim
B.
        Rosenberg

      July
        30,2007

      Page
        4

    The
      Company is not a project-based drug development company and therefore, does
      not
      account for its research and discovery expenses like a typical biotechnology
      or
      drug development company which might typically have a drug development programs
      with pre-clinical through clinical phases.  The Company’s research and
      discovery activities operate under one business unit with a variety of different
      functions and is not managed on a divisional basis.  Based on this
      model, it is not practical or helpful to investors to account for R&D on a
      project-by-project basis.  Further, the Company believes the
      disclosure provided in their Form 20-F conforms to its current business model
      and operations as well as to its reporting requirements.

    _______________________________________________________________________

    In
      responding to the Staff’s comments, we have been authorized to advise the Staff
      that the Company acknowledges that:

              §

              The
                Company is responsible for the adequacy and accuracy of the disclosures
                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 the Staff’s comments as a defense in any proceeding
                initiated by the Commission or any person under the federal securities
                laws of the United States.

    If
      you or
      other members of the Staff have any further questions or comments concerning
      these responses or if you require additional information, please feel free
      to
      contact me at the telephone number above.

    Very
      truly yours,

    /s/
      Richard H. Gilden

    Richard
      H. Gilden

    cc:    Tabatha
      Akins, Staff
      Accountant

         Mary
      Mast, Senior Accountant

         Alex
      Kotzer, CEO, Compugen

         Ronit
      Lerner, CFO,
      Compugen

CORRESP
1
filename1.htm

Letter to SEC requesting extension 3

                                                July 11, 2007

Mr. Jim B. Rosenberg

Senior Assistant Chief
Accountant

Division of Corporation
Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:         Compugen
Ltd.

Form
20-F for the Fiscal Year Ended December 31, 2006

File
No. 000-30902

Dear Mr. Rosenberg,

Compugen
Ltd has received your letter dated June 29th and has begun preparing
the information you requested.  You have asked that we provide you
with the information requested within 10 business days of the date of your
letter or tell you, within that time frame, when we will provide a response.  We
believe that we will be able to provide you with the information you have
requested by July 31, 2007.  In the event we encounter any unexpected
delays, we will promptly so inform you.

If
you have any questions, you can contact me by telephone at +972-3-765-8560 or by
fax 972-3-765-8555.

Sincerely,

By:   /s/ Ronit
Lerner

Chief Financial Officer

Compugen Ltd.

Cc:  Tabatha Akins,
Staff Accountant

__1__

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   June 29, 2007   Ms. Ronit Lerner Chief Financial Officer Compugen Ltd.  72 Pinchas Rosen Street Tel Aviv, 69512 Israel
Re: Compugen Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2006  Filed April 18, 2007  File No. 000-30902

Dear Ms. Lerner:

We have reviewed your filing and have the following comment.  We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your documents.  In our comment, we ask you to
provide us with information so we ma y better understand your disclosure.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comment or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 5. Operating Results and Financial Review and Prospects, page 30

1. Please refer to the Division of Corpor ation Finance “Current Issues and
Rulemaking Projects Quarterly Update” under section VIII – Industry Specific
Issues – Accounting and Disclosure by  Companies Engaged in Research and
Development Activities.  You can find it at the following website address:
http://www.sec.gov/divisions/c orpfin/cfcrq032001.htm#secviii .

Please provide in disclosure-type format the following information for each of your
major research and development projects:

Ms. Ronit Lerner
Compugen Ltd. June 29, 2007 Page 2

a. The current status of the project;
b. The costs incurred during each period presented and to date on the project;
c. The nature, timing and estimated costs of the efforts necessary to complete the
project;
d. The anticipated completion dates;
e. The risks and uncertainties associated with completing development on schedule,
and the consequences to operations, financ ial position and liquidity if the project
is not completed timely; and finally
f. The period in which material net cash in flows from significant projects are
expected to commence.  Regarding b., if you do not maintain a ny research and development costs by
project, disclose that fact and explai n why management does not maintain and
evaluate research and development costs by project.  Provide other quantitative or
qualitative disclosure that indicates th e amount of the company’s resources being
used on the project.
Regarding c. and d., disclose the amount or  range of estimated costs and timing to
complete the phase in process and each future phase. To the extent that information is not estimable, disclose t hose facts and circumstances indicating the
uncertainties that preclude you fr om making a reasonable estimate.

*    *    *    *

Please provide us the information requested within 10 business days  of the date of
this letter or tell us when you will provide a response prior to the expiration of the 10-day
period.  Please furnish a letter with your responses that keys your responses to our
comment.  Detailed letters greatly facilitate our review.  You should furnish the letter on
EDGAR under the form type label CORRESP.   Please understand that we may have
additional comments after reviewin g your responses to our comment.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Ms. Ronit Lerner
Compugen Ltd. June 29, 2007 Page 3
 • 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 comment as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Tabatha Akins, Staff Accountant, at (202) 551-3658, or Mary
Mast, Senior Accountant, at (202) 551- 3613, if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant