Exhibit 4.4

   

  
    
      CONFIDENTIAL TREATMENT REQUESTED

    

     

    First Amendment to the

    Research and Development Collaboration and License Agreement

     

    This is the first Amendment (hereinafter “Amendment”) to the Research and Development Collaboration and License Agreement between Bayer Pharma AG, a company formed under the laws of Germany, having a
      place of business at Muellerstrasse 178, 13353 Berlin, Germany (hereinafter: “BAYER”) and Compugen Ltd, a company formed under the laws of Israel, having a place of business at 72 Pinchas Rosen Street, Tel Aviv 69512, Israel (hereinafter: “Compugen”)
      effective as of 5 August 2013 (hereinafter: the “Agreement”).

     

    WHEREAS             The parties wish to amend the exhibit specifying the Bayer Development Process.

     

    NOW THEREFORE IT IS AGREED AS FOLLOWS:

     

    
      	1.	The parties agree to replace Exhibit 1.3 of the Agreement by Exhibit 1.3 attached to this Amendment, describing the “Bayer Development Process”.


    

     

    
      	2.	This Amendment shall become retroactively effective as of 5 August 2013.


    

     

    
      	3.	All capitalized terms used herein shall have the meaning set forth in the Agreement. Except as expressly amended pursuant to this Amendment, all other terms and conditions of
              the Agreement shall remain in force unchanged and apply to this Amendment.


    

     

    
      

      
        
          
            Certain information in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under
              the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

          

        

      

       

    

    
      
        
 

    

    
      CONFIDENTIAL TREATMENT REQUESTED

    

     

    	
            SIGNED for and on behalf of

            Bayer Pharma AG

          	
            SIGNED for and on behalf of

            Compugen Ltd

          
	 	 
	
            Date: February 3, 2014

          	
            Date: February 5, 2014

          
	 	 
	
            
              /s/ Dr. Karl Ziegelbauer

            

            
              Dr. Karl Ziegelbauer

              (Head GDD - TRG Oncology / Gynecological Therapy)

            

          	
            /s/ Anat Cohen-Dayag

            President and CEO

          
	 	 
	
            
              
                /s/ Dr. Bertolt Kreft

              

              Dr. Bertolt Kreft

              (Head GDD-ONC/GT-IABDC)

            

          	 


    
       

      
        
          
            
              Certain information in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act
                of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

            

          

        

      

      
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      CONFIDENTIAL TREATMENT REQUESTED

    

     

    Exhibit 1.3: Bayer Development Process

    

    

    [***, 3 pages]

       

    
      
        
          
            
              Certain information in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under
                the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

            

          

        

      

    

    
       

      3