Exhibit 4.6

     

    CONFIDENTIAL TREATMENT REQUESTED

     

  

  Third Amendment to the

  Research and Development Collaboration and License Agreement

   

  This is the third Amendment (hereinafter “Third 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 26 Harokmim Street, Holon 5885849, Israel
    (hereinafter: “Compugen”) effective as of 5 August 2013, as amended on February 5, 2014 and on July 27, 2015 (hereinafter: the “Agreement”).

   

  WHEREAS, the Parties wish to amend Exhibit 1.3 specifying the Bayer Development Process; and

   

  WHEREAS, the Parties wish to amend the Agreement to revise certain milestone [***] as a result of the amended Exhibit 1.3, all in accordance with the terms and conditions of this
    Third Amendment.

   

  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 Third Amendment, describing the “Bayer Development Process”.


  

   

  
    	2.	The following language shall be added to the end of Section 6.2.1.1:


  

   

  “, except that solely with respect to [***] such milestone payment shall be [***] US Dollars ($[***]);”

   

  
    	3.	The following language shall be added to the end of Section 6.2.1.2:


  

   

  ‘”, except that solely with respect to [***] such milestone payment shall be [***] US Dollars ($[***]);”

   

  
    	4.	This Third Amendment shall become effective on the date this Agreement is signed by the last of the Parties to sign it.


  

   

  
    	5.	All capitalized terms used herein shall have the meaning set forth in the Agreement. Except as expressly amended pursuant to this Third Amendment, all other terms and conditions
            of the Agreement shall remain in force unchanged and apply to this Third 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:  April 17, 2016

        	
          Date: April 17, 2016

        
	 	 
	
          
            /s/ Dr. Karl Ziegelbauer

          

          
            Dr. Karl Ziegelbauer

            (Head Therapeutic Research Groups)

          

           

        	
          /s/ Anat Cohen-Dayag

          Dr. Anat Cohen-Dayag

          (President & CEO)

        
	
          
            
              /s/ Dr. Bertolt Kreft

            

            Dr. Bertolt Kreft

            (Head Oncology III)

          

        	 


   

  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.

   

  
    2

    
      
 

  

  
    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