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Exhibit 1.1

# Form of Articles of
Association of Issuer

AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF COMPUGEN LTD.

|1. | Company
Name
|-- | ------------

The
name of the Company is Compugen Ltd. (the Company).

|2. | Purpose
|-- | -------

The
purpose of the Company is to engage in any lawful act or activity for which companies may
be organized under the Israeli Companies Law, 1999 (the Companies Law).

|3. | Interpretation
|-- | --------------

(a)       
          Unless the subject or the context otherwise requires: (i) words and expressions
          defined in the Companies Law in force on the date when these Articles or any
          amendment thereto, as the case may be, first became effective shall have the
          same meanings defined therein; (ii) words and expressions importing the singular
          shall include the plural and vice versa; (iii) words and expressions importing
          the masculine gender shall include the feminine gender; and (iv) words and
          expressions importing persons shall include bodies corporate.

(b)       
          The captions in these Articles are for convenience only and shall not be deemed
          a part hereof or affect the construction of any provision hereof.

(c)       
          The specific provisions of these Articles shall supersede the provisions of the
          Companies Law to the extent permitted under the Companies Law. With respect to
          any matter that is not specifically addressed in these Articles, the provisions
          of the Companies Law shall govern.

|4. | Limitation
of Liability
|-- | -----------------------

The
liability of each shareholder for the Companys obligations is limited to the unpaid
sum, if any, owing to the Company in consideration for the issuance of the shares held by
such shareholder.

SHARE CAPITAL

|5. | Authorized
Share Capital
|-- | ------------------------

The
share capital of the Company is NIS 500,000 (five hundred thousand New Israeli Shekels)
divided into 50,000,000 (fifty million) Ordinary Shares of a nominal value of NIS 0.01
each (the Ordinary Shares).

|6. | Ordinary
Shares
|-- | ---------------

The
Ordinary Shares of the Company confer on the holders thereof rights to receive notice of,
attend, and vote in meetings of the shareholders, rights to receive dividends, rights to
receive a distribution of assets upon liquidation and certain other rights all as are
specified in these Articles.

|7. | Increase
of Share Capital
|-- | -------------------------

The
Company may, from time to time, increase its share capital by the creation of new shares.
Any such increase shall be in such amount and shall be divided into shares of such
nominal amounts, and such shares shall confer such rights and preferences, and shall be
subject to such restrictions, as the resolution approving the creation of such shares
shall provide. Except to the extent otherwise provided in the resolution creating such
new shares, such new shares shall be subject to all the provisions applicable to the
shares of the original capital.



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|8. | Special
Rights; Modifications of Rights
|-- | ---------------------------------------

(a)       
          The Company may, from time to time, provide for shares with such preferred or
          deferred rights or rights of redemption or other special rights and/or such
          restrictions, whether in regard to dividends, voting, repayment of share capital
          or otherwise, as may be stipulated in the resolution pursuant to which such
          shares are created.

(b)        (i)         If at any time the share capital is divided into different classes of
          shares, the rights attached to any class, unless otherwise provided by these
          Articles, may be modified or abrogated by the Company, subject to the consent in
          writing of, or sanction of a resolution passed by, the holders of a majority of
          the issued shares of such class at a separate General Meeting of the holders of
          the shares of such class.

| | (ii)        The
provisions of these Articles relating to General Meetings shall, mutatis
          mutandis, apply to any separate General Meeting of the holders of the shares of
          a particular class; provided, however, that the requisite quorum at any such
          separate General Meeting shall be two or more shareholders present in person or
          proxy and holding not less than thirty-three and a third percent (331/3%) of
the           issued shares of such class.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        Unless
otherwise provided by these Articles, the enlargement of an existing           class of
shares, or the issuance of additional shares thereof, or the creation           of a new
class of shares identical to an existing class of shares in all           respects shall
not be deemed, for purposes of this Article 8(b), to modify           or abrogate
the rights attached to the previously issued shares of such class or           of any
other class.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. | Consolidation,
Subdivision, Cancellation and Reduction of Share Capital
|-- | -----------------------------------------------------------------------

(a)       
          The Company may, from time to time (subject, however, to the provisions of
          Article 8(b) hereof and to applicable law):

| | (i)        consolidate
and divide all or any of its issued or unissued share capital into           shares of
larger nominal value than its existing shares;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)        subdivide
its shares (issued or unissued) or any of them, into shares of smaller           nominal
value than is fixed by these Articles (subject, however, to the           provisions of
the Companies Law), and the resolution whereby any share is           subdivided may
determine that, as among the holders of the shares resulting from           such
subdivision, one or more of the shares may, as compared with the others,           have
any such preferred or deferred rights or rights of redemption or other           special
rights, or be subject to any such restrictions, as the Company has power           to
attach to unissued or new shares;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        cancel
any shares which, at the date of the adoption of such resolution have not           been
taken or agreed to be taken by any person, and diminish the amount of its           share
capital by the amount of the shares so cancelled; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)        reduce
its share capital in any manner, subject to any authorization or consent
          required, by law.
| | -----------------------------------------------------------------------------------------------------------------------

(b)       
          With respect to any consolidation of issued shares into shares of larger nominal
          value, and with respect to any other action which may result in fractional
          shares, the Board of Directors may settle any difficulty which may arise with
          regard thereto, as it deems fit, including, inter alia, resort to one or more of
          the following actions:

| | (i)        determine,
as to the holder of shares so consolidated, which issued shares shall           be
consolidated into each share of larger nominal value;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)        allot,
in contemplation of or subsequent to such consolidation or other action,           such
shares or fractional shares sufficient to preclude or remove fractional           share
holdings;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        redeem,
in the case of redeemable preference shares, and subject to applicable           law,
such shares or fractional shares sufficient to preclude or remove           fractional
share holdings;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)        cause
the transfer of fractional shares by certain shareholders of the Company           to
other shareholders thereof so as to most expediently preclude or remove any
          fractional shareholdings, and cause the transferees to pay the transferors the
          fair value of fractional shares so transferred, and the Board of Directors is
          hereby authorized to act as agent for the transferors and transferees with
power           of substitution for purposes of implementing the provisions of this
          sub-Article 9(b)(iv).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SHARES

|10. | Issuance
of Share Certificates; Replacement of Lost Certificates
|--- | ----------------------------------------------------------------

(a)       
          Share certificates shall bear the stamp or seal of the Company and shall bear
          the signature of a Director and/ or of any other person or persons authorized
          thereto by the Board of Directors.

(b)       
          Each shareholder shall be entitled to one numbered certificate for all the
          shares of any class registered in his name, and if the Board of Directors so
          approves, to several certificates, each for one or more of such shares.

(c)       
          A share certificate registered in the names of two or more persons shall be
          delivered to the person first named in the Share Register in respect of such
          co-ownership.

(d)       
          If a share certificate is defaced, lost or destroyed, it may be replaced, upon
          payment of such fee, and upon the furnishing of such evidence of ownership and
          such indemnity, as the Board of Directors may think fit.

|11. | Registered
Holder
|--- | -----------------

Except
as otherwise provided in these Articles, the Company shall be entitled to treat the
registered holder of any share as the absolute owner thereof, and, accordingly, shall
not, except as ordered by a court of competent jurisdiction, or as required by statute,
be bound to recognize any equitable or other claim to, or interest in such share on the
part of any other person.

|12. | Allotment
of Shares
|--- | -------------------

The
authorized and unissued shares shall be under the control of the Board of Directors, who
shall have the power to allot shares or otherwise dispose of them to such persons, on
such terms and conditions, and at such times, as the Board of Directors may think fit,
and the power to give to any person the option to acquire from the Company any shares,
during such time and for such consideration as the Board of Directors may think fit.

|13. | Payment
in Installments
|--- | -----------------------

If
by the terms of allotment of any share, the whole or any part of the price thereof shall
be payable in installments, every such installment shall, when due, be paid to the
Company by the then registered holder(s) of the share of the person(s) entitled thereto.

|14. | Calls
on Shares
|--- | ---------------

(a)       
          The Board of Directors may, from time to time, make such calls as it may think
          appropriate upon shareholders in respect of any sum unpaid in respect of shares
          held by such shareholders which is not, by the terms of allotment thereof or
          otherwise, payable at a fixed time, and each shareholder shall pay the amount of
          every call so made upon him (and of each installment thereof if the same is
          payable in installments), to the person(s) and at the time(s) and place(s)
          designated by the Board of Directors, as any such time(s) may be thereafter
          extended and/or such person(s) or place(s) changed. Unless otherwise stipulated
          in the resolution of the Board of Directors (and in the notice hereafter
          referred to), each payment in response to a call shall be deemed to constitute a
          pro rata payment on account of all shares in respect of which such call was
          made.

(b)       
          Notice of any call shall be given in writing to the shareholder(s) in question
          not less than fourteen (14) days prior to the time of payment, specifying the
          time and place of payment, and designating the person to whom such payment shall
          be made; provided, however, that before the time for any such payment, the Board
          of Directors may, by notice in writing to such shareholder(s), revoke such call
          in whole or in part, extend such time, or alter such person and/or place. In the
          event of a call payable in installments, only one notice thereof need be given.

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(c)       
          If, by the terms of allotment of any share or otherwise, any amount is made
          payable at any fixed time, every such amount shall be payable at such time as if
          it were a call duly made by the Board of Directors and of which due notice had
          been given, and all the provisions herein contained with respect to such calls
          shall apply to each such amount.

(d)       
          The joint holders of a share shall be jointly and severally liable to pay all
          calls in respect thereof and all interest payable thereon.

(e)       
          Any amount unpaid in respect of a call shall bear interest from the date on
          which it is payable until actual payment thereof, at such rate (not exceeding
          the then prevailing debitory rate charged by leading commercial banks in
          Israel), and at such time(s) as the Board of Directors may prescribe.

(f)       
          Upon the allotment of shares, the Board of Directors may provide for differences
          among the allottees of such shares as to the amount of calls and/or the times of
          payment thereof.

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|15. | Prepayment
|--- | ----------

With
the approval of the Board of Directors, any shareholder may pay to the Company any amount
not yet payable in respect of such shareholders shares, and the Board of Directors
may approve the payment of interest on any such amount until the same would be payable if
it had not been paid in advance, at such rate and time(s) as may be approved by the Board
of Directors. The Board of Directors may at any time cause the Company to repay all or
any part of the money so advanced, without premium or penalty. Nothing in this Article 15
shall derogate from the right of the Board of Directors to make any call before or after
receipt by the Company of any such advance.

|16. | Forfeiture
and Surrender
|--- | ------------------------

(a)       
          If any shareholder fails to pay any amount payable in respect of a call, or
          interest thereon as provided for herein, on or before the day fixed for payment
          of the same, the Company, by resolution of the Board of Directors, and subject
          to the provisions of Section 181 of the Companies Law, may at any time
          thereafter, so long as the said amount or interest remains unpaid, forfeit all
          or any of the shares in respect of which said call had been made. Any expense
          incurred by the Company in attempting to collect any such amount or interest,
          including, inter alia, attorneys fees and costs of suit, shall be added
          to, and shall, for all purposes (including the accrual of interest thereon),
          constitute a part of the amount payable to the Company in respect of such call.

(b)       
          Upon the adoption of a resolution of forfeiture, the Board of Directors shall
          cause notice thereof to be given to such shareholder, which notice shall state
          that, in the event of the failure to pay the entire amount so payable within a
          period stipulated in the notice (which period shall not be less than fourteen
          (14) days and which may be extended by the Board of Directors), such shares
          shall be ipso facto forfeited, provided, however, that, prior to the expiration
          of such period, the Board of Directors may nullify such resolution of
          forfeiture, but no such nullification shall stop the Board of Directors from
          adopting a further resolution of forfeiture in respect of the non-payment of the
          same amount.

(c)       
          Whenever shares are forfeited as herein provided, all dividends theretofore
          declared in respect thereof and not actually paid shall be deemed to have been
          forfeited at the same time.

(d)       
          The Company, by resolution of the Board of Directors, may accept the voluntary
          surrender of any share.

(e)       
          Any share forfeited or surrendered as provided herein shall become the property
          of the Company, and the same, subject to the provisions of these Articles, may
          be sold, re-allotted or otherwise disposed of as the Board of Directors thinks
          fit.

(f)       
          Any shareholder whose shares have been forfeited or surrendered shall cease to
          be a shareholder in respect of the forfeited or surrendered shares, but shall,
          notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all
          calls, interest and expenses owing upon or in respect of such shares at the time
          of forfeiture or surrender, together with interest thereon from the time of
          forfeiture or surrender until actual payment, at the rate prescribed in
          Article 14(e) above, and the Board of Directors, in its discretion, may
          enforce the payment of such moneys, or any part thereof, but shall not be under
          any obligation to do so. In the event of such forfeiture or surrender, the
          Company, by resolution of the Board of Directors, may accelerate the date(s) of
          payment of any or all amounts then owing by the shareholder in question (but not
          yet due) in respect of all shares owned by such shareholder, solely or jointly
          with another, and in respect of any other matter or transaction whatsoever.

(g)       
          The Board of Directors may at any time, before any share so forfeited or
          surrendered shall have been sold, re-allotted or otherwise disposed of, nullify
          the forfeiture or surrender on such conditions as it thinks fit, but no such
          nullification shall stop the Board of Directors from re-exercising its powers of
          forfeiture pursuant to this Article 16.

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|17. | Lien
|--- | ----

(a)       
          Except to the extent the same may be waived or subordinated in writing, the
          Company shall have a first and paramount lien upon all the shares registered in
          the name of each shareholder (without regard to any equitable or other claim or
          interest in such shares on the part of any other person), and upon the proceeds
          of the sale thereof, for such shareholders debts, liabilities and engagements
          arising from any cause whatsoever, solely or jointly with another, to or with
          the Company, whether the period for the payment, fulfillment or discharge
          thereof shall have actually arrived or not. Such lien shall extend to all
          dividends from time to time declared in respect of such share. Unless otherwise
          provided, the registration by the Company of a transfer of shares shall be
          deemed to be a waiver on the part of the Company of the lien (if any) existing
          on such shares immediately prior to such transfer.

(b)       
          The Board of Directors may cause the Company to sell any shares subject to such
          lien when any such debt, liability or engagement has matured, in such manner as
          the Board of Directors may think fit, but no such sale shall be made unless such
          debt, liability or engagement has not been satisfied within fourteen (14) days
          after written notice of the intention to sell shall have been served on such
          shareholder, or such shareholders executors or administrators.

(c)       
          The net proceeds of any such sale, after payment of the costs thereof, shall be
          applied in or toward satisfaction of the debts, liabilities or engagements of
          such shareholder (whether or not the same have matured), or any specific part of
          the same (as the Company may determine), and the residue (if any) shall be paid
          to the shareholder, such shareholders executors, administrators or
          assigns.

|18. | Sale
after Forfeiture or Surrender or in Enforcement of Lien
|--- | ------------------------------------------------------------

Upon
any sale of shares after forfeiture or surrender or for enforcing a lien, the Board of
Directors may appoint a person to execute an instrument of transfer of the shares so sold
and cause the purchasers name to be entered in the Share Register in respect of
such shares, and the purchaser shall not be bound to see to the regularity of the
proceedings, or to the application of the purchase money, and after such purchasers
name has been entered in the Share Register in respect of such shares, the validity of
the sale shall not be impeached by any person, and the remedy of any person aggrieved by
the sale shall be in damages only and against the Company exclusively.

|19. | Redeemable
Shares
|--- | -----------------

The
Company may, subject to the provisions of the Companies Law, issue redeemable shares and
redeem the same upon such terms and conditions as determined by the Board of Directors.

TRANSFER OF SHARES

|20. | Effectiveness
and Registration
|--- | ------------------------------

The
shares of the Company are freely transferable. No transfer of shares shall be registered
unless a proper instrument of transfer (in form and substance satisfactory to the Board
of Directors) has been submitted to the Company, together with the share certificate(s)
and such other evidence of title as the Board of Directors may reasonably require. Until
the transferee has been registered in the Share Register in respect of the shares so
transferred, the Company may continue to regard the transferor as the owner thereof. The
Board of Directors, may, from time to time, prescribe a reasonable fee for the
registration of a transfer.

|21. | Suspension of Registration
|--- | --------------------------

The
Board of Directors may, in its discretion to the extent it deems necessary, close the
Shareholder Register for registrations of transfers of shares for a period determined by
the Board of Directors, and no registrations of transfers of shares shall be made by the
Company for the period during which the Shareholder Register is so closed.

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|22. | Record
Date for Notices of General Meetings and Other Action
|--- | ------------------------------------------------------------

Notwithstanding
any provision of these Articles to the contrary, in order to allow the Company to
determine the shareholders entitled to notice of, or to vote at, any Annual or Special
General Meeting or any adjournment thereof, or to express consent to or dissent from any
corporate action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to exercise any
rights in respect of, or to take or be the subject to, any other action, the Board of
Directors may fix a record date, which shall not be more than forty (40) (or any longer
period permitted under the Companies Law), nor less than four (4) days before the date of
such meeting or other action. A determination of shareholders of record entitled to
notice of or to vote at a meeting shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting. No persons other than holders of record of shares of the Company as of
such record date shall be entitled to notice of and to participate in and vote at such
General Meeting, or to exercise such other right, as the case may be.

TRANSMISSION OF
SHARES

|23. | Decedents Shares
|--- | -----------------

(a)       
          In case of a share registered in the names of two or more holders, the Company
          may recognize the survivor(s) as the sole owner(s) thereof unless and until the
          provisions of Article 23(b) have been effectively invoked.

(b)       
          Any person becoming entitled to a share in consequence of the death of any
          person, upon producing evidence of the grant of probate or letters of
          administration or declaration of succession (or such other evidence as the Board
          of Directors may reasonably deem sufficient that he sustains the character in
          respect of which he proposes to act under this Article or of his title), shall
          be registered as a shareholder in respect of such share, or may, subject to the
          regulations as to transfer herein contained, transfer such share.

|24. | Receivers
and Liquidators
|--- | -------------------------

(a)       
          The Company may recognize the receiver or liquidator of any corporate
          shareholder in winding-up or dissolution, or the receiver or trustee in
          bankruptcy of any shareholder, as being entitled to the shares registered in the
          name of such shareholder.

(b)       
          The receiver or liquidator of a corporate shareholder in winding-up or
          dissolution, or the receiver or trustee in bankruptcy of any shareholder, upon
          producing such evidence as the Board of Directors may deem sufficient that he
          sustains the character in respect of which he proposes to act under this Article
          or of his title, shall with the consent of the Board of Directors (which the
          Board of Directors may grant or refuse in its absolute discretion), be
          registered as a shareholder in respect of such shares, or may, subject to the
          regulations as to transfer herein contained, transfer such shares.

GENERAL MEETINGS

|25. | Annual
General Meeting
|--- | ----------------------

(a)       
          An Annual General Meeting shall be held once in every calendar year at such time
          (within a period of not more than fifteen (15) months after the last preceding
          Annual General Meeting) and at such place either within or without the State of
          Israel as may be determined by the Board of Directors.

(b)       
          Subject to the provisions of these Articles, the function of the Annual General
          Meeting shall be to elect the members of the Board of Directors; to receive the
          Financial Statements, to appoint the Companys auditors and to fix their
          remuneration and to transact any other business which under these Articles or
          the Companies Law are to be transacted at a General Meeting.

|26. | Special
General Meetings
|--- | ------------------------

(a)       
          All General Meetings other than Annual General Meetings shall be called
          Special General Meetings.

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(b)       
          The Board of Directors may, whenever it thinks fit, convene a Special General
          Meeting at such time and place, within or out of the State of Israel, as may be
          determined by the Board of Directors.

(c)       
          The Board of Directors shall be obligated to convene a Special General Meeting
          at such time and place, within or without the State of Israel, as may be
          determined by the Board of Directors, upon requisition in writing in accordance
          with the Companies Law.

|27. | Notice
of General Meetings; Omission to Give Notice
|--- | ---------------------------------------------------

(a)       
          Not less than twenty-one (21) days prior notice, or thirty-five (35)
          days prior notice to the extent required under regulations promulgated
          under the Companies Law, shall be given of every General Meeting. Each such
          notice shall specify the place and the day and hour of the meeting and the
          general nature of each item to be acted upon thereat, as well as any other
          information required by the Companies Law or any regulation promulgated
          thereunder, said notice to be given to all shareholders who will be entitled to
          attend and vote at such meeting and delivered or publicized in any manner
          permitted under the Companies Law. Anything therein to the contrary
          notwithstanding, with the consent of all shareholders entitled to vote thereon,
          a resolution may be proposed and passed at such meeting although a lesser notice
          than hereinabove prescribed has been given.

(b)       
          The accidental omission to give notice of a meeting to any shareholder, or the
          non-receipt of notice sent to such shareholder, shall not invalidate the
          proceedings at such meeting.

(c)       
          Notwithstanding anything to the contrary in this Article 27, and subject to any
          applicable stock exchange rules or regulations, notice by the Company of a
          General Meeting which is published in two daily newspapers in Israel shall be
          deemed to have been duly given on the date of such publication to any
          shareholder whose address as listed in the Register of Shareholders (or as
          designated in writing for the receipt of notices and other documents) is located
          in the State of Israel, and notice by the Company of a General Meeting which is
          published in one daily newspaper in New York, New York, U.S.A. or in one
          international wire service shall be deemed to have been duly given on the date
          of such publication to any shareholder whose address as registered in the
          Register of Shareholders (or as designated in writing for the receipt of notices
          and other documents) is located outside Israel. The date of publication of a
          notice of a General Meeting as set forth in this Article, and the date of the
          meeting shall be counted as part of the days comprising any notice period with
          respect to such General Meeting.

(d)        Any
shareholder or shareholders, holding at least one percent (1%) of the voting rights in
the issued share capital of the Company, may, pursuant to the Companies Law, request that
the Board of Directors include a certain item on the agenda of the meeting to be held in
the future. In addition, subject to the Companies Law, the Board of Directors may include
such subject in the agenda only if such request has been submitted to the Company in
writing at least eight (8) weeks prior to the date of the meeting (or such shorter period
as may be determined by the Board of Directors).

PROCEEDINGS AT GENERAL MEETINGS

|28. | Entitlement
to Notice; Participation
|--- | ------------------------------------

(a)       
          Notice shall be given to all shareholders registered in the Companys Share
          Register.

(b)       
          The Board of Directors shall set a record date, which date shall comply with the
          requirements of the Companies Law. Shareholders of record, as set forth in the
          Companys Share Register, on the day determined by the Board of Directors
          and set forth in the notice of General Meeting shall be entitled to participate
          and vote in the General Meeting.

|29. | Quorum
|--- | ------

(a)       
          Two or more shareholders (not in default in payment of any sum referred to in
          Article 35(a) hereof), present in person, by proxy or by proxy card and
          holding shares conferring in the aggregate thirty-three and a third percent
          (331/3%) or more of the voting power of the Company, shall constitute a quorum
          at General Meetings. No business shall be transacted at a General Meeting, or at
          any adjournment thereof, unless the requisite quorum is present when the meeting
          proceeds to business.

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(b)       
          If within an hour from the time appointed for the meeting a quorum is not
          present, the meeting, if convened upon requisition under Article 26(c), shall be
          dissolved, but in any other case it shall stand adjourned to the same day in the
          next week, at the same time and place, or to such day and at such time and place
          as the Chairman may determine with the consent of the holders of a majority of
          the voting power represented at the meeting in person or by proxy and voting on
          the question of adjournment. No business shall be transacted at any adjourned
          meeting except business that might lawfully have been transacted at the meeting
          as originally called. At such adjourned meeting, any two (2) shareholders (not
          in default as aforesaid) present in person, by proxy or by proxy card, shall
          constitute a quorum.

(c)       
          The Board of Directors may determine, in its discretion, the matters that may be
          voted upon at the meeting by proxy in addition to the matters listed in Section
          87(a) of the Companies Law.

|30. | Chairman
|--- | --------

The
Chairman, if any, of the Board of Directors shall preside as Chairman at every General
Meeting of the Company. If there is no such Chairman, or if at any meeting such Chairman
is not present within fifteen (15) minutes after the time fixed for holding the meeting
or is unwilling to act as Chairman, the shareholders present shall choose someone of
their number to be Chairman. The office of Chairman shall not, by itself, entitle the
holder thereof to vote at any General Meeting nor shall it entitle such holder to a
second or casting vote (without derogating, however, from the rights of such Chairman to
vote as a shareholder or proxy of a shareholder if, in fact, he or she is also a
shareholder or such proxy).

|31. | Adoption
of Resolutions at General Meetings
|--- | -------------------------------------------

(a)       
          Except with respect to matters which require the approval of a special majority
          under the Companies Law, all resolutions of the shareholders shall be deemed
          adopted if approved by the holders of a simple majority of the voting power
          represented at the meeting, in person, by proxy or by proxy card, and voting
          thereon.

(b)       
          Every question submitted to a General Meeting shall be decided by a show of
          hands, but if a written ballot is demanded by any shareholder present in person
          or by proxy and entitled to vote at the meeting, the same shall be decided by
          such ballot. A written ballot may be demanded before the proposed resolution is
          voted upon or immediately after the declaration by the Chairman of the results
          of the vote by a show of hands. If a vote by written ballot is taken after such
          declaration, the results of the vote by a show of hands shall be of no effect,
          and the proposed resolution shall be decided by such written ballot. The demand
          for a written ballot may be withdrawn at any time before the same is conducted,
          in which event another shareholder may then demand such written ballot. The
          demand for a written ballot shall not prevent the continuance of the meeting for
          the transaction of business other than the question on which the written ballot
          has been demanded. All votes properly tendered by proxy card, as set forth in
          Article 33(c)(iii), with respect to a given resolution shall be counted for
          purposes of determining the outcome of any vote with respect to such resolution
          taken by show of hands or by secret ballot.

(c)       
          A declaration by the Chairman of the meeting that a resolution has been carried
          unanimously, or carried by a particular majority, or lost, and an entry to that
          effect in the minute book of the Company, shall be prima facie evidence of the
          fact without proof of the number or proportion of the votes recorded in favor of
          or against such resolution.

|32. | Manner
of the Meeting
|--- | ---------------------

The
Board of Directors may, in its absolute discretion, resolve to enable persons entitled to
attend a general meeting to do so by simultaneous attendance and participation at the
principal meeting place and a satellite meeting place or places anywhere in the world and
the shareholders present in person, by proxy or by written ballot at satellite meeting
places shall be counted in the quorum for and entitled to vote at the general meeting in
question, and that meeting shall be duly constituted and its proceedings valid, provided
that the chairman of the general meeting is satisfied that adequate facilities are
available throughout the general meeting to ensure that shareholders attending at all the
meeting places are able to:

(a)       
          participate in the business for which the meeting has been convened;

(b)       
          hear all persons who speak (whether by the use of microphones, loudspeakers
          audio-visual communications equipment or otherwise) in the principal meeting
          place and any satellite meeting place(s); and

(c)       
          be heard by all other persons so present in the same way.

9

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|33. | Resolutions
in Writing
|--- | ----------------------

A
resolution in writing signed by all shareholders of the Company then entitled to attend
and vote at General Meetings or to which all such shareholders have given their written
consent (by letter, telegram, telex, facsimile, email or otherwise) shall be deemed to
have been unanimously adopted by a General Meeting duly convened and held.

|34. | Power
to Adjourn
|--- | ----------------

(a)       
          The Chairman of a General Meeting at which a quorum is present may, with the
          consent of the holders of a majority of the voting power represented in person
          or by proxy and voting on the question of adjournment (and shall if so directed
          by the meeting), adjourn the meeting from time to time and from place to place,
          but no business shall be transacted at any adjourned meeting except business
          which might lawfully have been transacted at the meeting as originally called.

(b)       
          It shall not be necessary to give any notice of an adjournment, unless the
          meeting is adjourned for thirty (30) days or more in which event notice thereof
          shall be given in the manner required for the meeting as originally called.

|35. | Voting
Power
|--- | ------------

Subject
to the provisions of Article 36(a) and subject to the rights of holders of shares with
special rights as to voting, every shareholder shall have one vote for each share held by
such shareholder of record, on every resolution, without regard to whether the vote
hereon is conducted by a show of hands, by written ballot or by any other means.

|36. | Voting
Rights
|--- | -------------

(a)       
          No shareholder shall be entitled to vote at any General Meeting (or be counted
          as a part of the quorum thereat), unless all calls and other sums then payable
          by such shareholder in respect of such shareholders shares in the Company
          have been paid.

(b)       
          A company or other corporate body being a shareholder of the Company may,
          subject to applicable law, authorize any person to be its representative at any
          meeting of the Company or execute or deliver a proxy on its behalf. Any person
          so authorized shall be entitled to exercise on behalf of such shareholder all
          the power that the latter could have exercised if it were an individual
          shareholder. Upon the request of the Chairman of the meeting, written evidence
          of such authorization (in form acceptable to the Chairman) shall be delivered to
          the Chairman.

(c)       
          Any shareholder entitled to vote may vote in one of the following manners:

| | (i)        personally;
| | ----------------------

| | (ii)        by
proxy (who need not be a shareholder of the Company);
| | --------------------------------------------------------------------

| | (iii)        by
proxy card, provided it is completed and returned to the Companys           offices
in accordance with its terms; or
| | -------------------------------------------------------------------------------------------------------------------------------------

| | (iv)        if
the shareholder is a company or other corporate body, by a representative
          authorized pursuant to Article 36(b).
| | ----------------------------------------------------------------------------------------------------------------------------------------

(d)       
          If two or more persons are registered as joint holders of any share, the vote of
          the senior who tenders a vote, in person, by proxy or by proxy card, shall be
          accepted to the exclusion of the vote(s) of the other joint holder(s); and for
          this purpose seniority shall be determined by the order in which the names stand
          in the Share Register.

10

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|37. | Proxies;
Instrument of Appointment
|--- | ----------------------------------

(a)       
          The instrument appointing a proxy shall be in writing and shall be substantially
          in the following form:

| | I
____________ (Name of Shareholder) of __________ (Address of Shareholder) being a
shareholder of Compugen Ltd. hereby appoint ______________ (Name of Proxy) of
____________ (Address of Proxy) as my proxy to vote for me and on my behalf at the
General Meeting of the Company to be held on the _____ day of _______, 20__ and at any
adjournment(s) thereof.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Signed
this ______ day of ____________, 20__.
| | ---------------------------------------------

| | (Signature
of Appointer)
| | ---------------------------------------

or in any usual or common form or in
such other form as may be approved by the Board of Directors, including a form which
provides for a continuing proxy until the occurrence of such date or event as is specified
in the proxy. It shall be duly signed by the appointer or his duly authorized attorney,
which signature shall be confirmed by an advocate or notary or bank or in any other manner
acceptable to the Chairman or, if such appointer is a company or other corporate body,
under its common seal or stamp or the hand of its duly authorized agent(s) or attorney(s).

(b)       
          The instrument appointing a proxy (and the power of attorney or other authority,
          if any, under which such instrument has been signed) shall either be delivered
          to the Company (at its Registered Office, or at its principal place of business
          or at the offices of its registrar and/or transfer agent or at such place as the
          Board of Directors may specify) not less than two (2) hours before the time
          fixed for the meeting at which the person named in the instrument proposes to
          vote, or presented to the Chairman at such meeting.

(c)       
          Proxy cards shall be in such form, and substance, as shall be prescribed by the
          Board of Directors. Proxy cards shall be completed and delivered to the Company
          (at its Registered Office, or at its principal place of business or at the
          offices of its registrar and/or transfer agent or at such place as the Board of
          Directors may specify) in accordance with its terms.

(d)       
          A vote cast pursuant to an instrument appointing a proxy or by proxy card shall
          be valid notwithstanding the previous death, liquidation or winding-up of the
          appointing shareholder (or of his attorney-in-fact, if any, who signed such
          instrument), or the revocation of the appointment or the transfer of the share
          in respect of which the vote is cast, provided no written intimation of such
          death, liquidation, winding-up revocation or transfer shall have been received
          by the Company or by the Chairman of the meeting before such vote is cast and
          provided, further, that the appointing shareholder, if present in person at said
          meeting, may revoke the appointment by means of a writing, oral notification to
          the Chairman, or otherwise.

(e)       
          An instrument appointing a proxy shall be deemed revoked (i) upon receipt by the
          Company or the Chairman, subsequent to receipt by the Company of such
          instrument, of written notice signed by the person signing such instrument or by
          the shareholder appointing such proxy canceling the appointment thereunder (or
          the authority pursuant to which such instrument was signed) or of an instrument
          appointing a different proxy (and such other documents, if any, required under
          this Article 37(b) for such new appointment), provided such notice of
          cancellation or instrument appointing a different proxy were so received at the
          place and within the time for delivery of the instrument revoked thereby as
          referred to in Article 37(b) hereof, or (ii) if the appointing shareholder is
          present in person at the meeting for which such instrument of proxy was
          delivered, upon receipt by the Chairman of such meeting of written notice from
          such shareholder of the revocation of such appointment, or if and when such
          shareholder votes at such meeting. A vote cast in accordance with an instrument
          appointing a proxy shall be valid notwithstanding the revocation or purported
          cancellation of the appointment, or the presence in person or vote of the
          appointing shareholder at a meeting for which it was rendered, unless such
          instrument of appointment was deemed revoked in accordance with the foregoing
          provisions of this Article 37(b) at or prior to the time such vote was cast.

BOARD OF DIRECTORS

|38. | Powers
of Board of Directors
|--- | ----------------------------

(a)       
          General. The Board of Directors shall determine the Companys policies,
          oversee the activities of the Chief Executive Officer, and take such other
          actions as are described in Section 92 of the Companies Law. The Board of
          Directors shall be empowered to exercise any power of the Company not conferred
          upon by the Companies Law or by these Articles on any other organ of the
          Company. The authority conferred on the Board of Directors by this
          Article 38 shall be subject to the provisions of the Companies Law and of
          these Articles.

11

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(b)       
          Borrowing Power. The Board of Directors may from time to time, at its
          discretion, cause the Company to borrow or secure the payment of any sum or sums
          of money for the purposes of the Company, and may secure or provide for the
          repayment of such sum or sums in such manner, at such times and upon such terms
          and conditions as it deems fit, and, in particular, by the issuance of bonds,
          perpetual or redeemable debentures, debenture stock, or any mortgages, charges,
          or other securities on the undertaking or the whole or any part of the property
          of the Company, both present and future, including its uncalled or called but
          unpaid capital for the time being.

(c)       
          Reserves. The Board of Directors may, from time to time, set aside any amount(s)
          out of the profits of the Company as a reserve or reserves for any purpose(s)
          which the Board of Directors, in its absolute discretion, shall deem fit,
          including without limitation, capitalization and distribution of bonus shares,
          and may invest any sum so set aside in any manner and from time to time deal
          with and vary such investments and dispose of all or any part thereof, and
          employ any such reserve or any part thereof in the business of the Company
          without being bound to keep the same separate from other assets of the Company,
          and may subdivide or redesignate any reserve or cancel the same or apply the
          funds therein for another purpose, all as the Board of Directors may from time
          to time think fit.

|39. | Exercise
of Powers of Directors
|--- | -------------------------------

(a)       
          A meeting of the Board of Directors at which a quorum is present, whether in
          person or by any other means by which the Directors may hear each other
          simultaneously, shall be competent to exercise all the authorities, powers and
          discretions vested in or exercisable by the Board of Directors.

(b)       
          A resolution proposed at any meeting of the Board of Directors shall be deemed
          adopted if approved by a majority of the Directors present when such resolution
          is put to a vote and voting thereon.

(c)       
          The Board of Directors is authorized to adopt any resolution without an actual
          meeting, provided that all Directors then in office and lawfully entitled to
          vote thereon (as conclusively determined by the Chairman of the Board of
          Directors) have agreed in writing or given their consent (by telephone, e-mail,
          facsimile, letter or otherwise) to the adoption of such resolution. In the event
          of the adoption of a resolution pursuant to this Article 39(c), the Chairman of
          the Board shall state in the minutes the manner in which each Director voted on
          the resolution and the fact that all directors consented to the adoption of the
          resolution without the convening of a meeting.

|40. | Audit
Committee
|--- | ---------------

(a)       
          The Board of Directors shall appoint an Audit Committee (all of whose members
          must be Directors) comprised of at least three Directors, including all of the
          Outside Directors. The composition of the Audit Committee shall be in compliance
          with the Companies Law and with the rules of any stock exchange on which the
          shares of the Company are traded.

(b)       
          The duties of the Audit Committee shall be as provided by applicable law and
          shall include:

| | (i)        to
detect any deficiencies in the business management of the Company, by among
          other things consulting with the Companys Internal Auditor and
independent           auditors, and to propose to the Board of Directors ways of
correcting these           deficiencies; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)        to
decide whether to approve actions and transactions requiring approval of the
          Audit Committee pursuant to the Companies Law.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

|41. | Delegation
of Powers
|--- | --------------------

(a)       
          Subject to Section 112 of the Companies Law, the Board of Directors may delegate
          any or all of its powers to committees, each consisting of two or more persons
          (all of whose members must be Directors, at least one of which must be an
          Outside Director), and it may from time to time revoke such delegation or alter
          the composition of any such committee. Any Committee so formed (in these
          Articles referred to as a Committee of the Board of Directors),
          shall, in the exercise of the powers so delegated, conform to any regulations
          imposed on it by the Board of Directors. The meetings and proceedings of any
          such Committee of the Board of Directors shall, mutatis mutandis, be governed by
          the provisions herein contained for regulating the meetings of the Board of
          Directors, so far as not superseded by any regulations adopted by the Board of
          Directors under this Article. Unless otherwise expressly provided by the Board
          of Directors in delegating powers to a Committee of the Board of Directors, such
          Committee shall not be empowered to further delegate such powers.

12

---

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(b)       
          Without derogating from the provisions of Article 56, the Board of
          Directors may, subject to the provisions of the Companies Law, from time to time
          appoint a Secretary to the Company, as well as officers, agents, employees and
          independent contractors, as the Board of Directors may think appropriate, and
          may terminate the service of any such person. The Board of Directors may,
          subject to the provisions of the Companies Law, determine the powers and duties,
          as well as the terms and conditions of employment, of all such persons, and may
          require security in such cases and in such amounts as it thinks appropriate.

(c)       
          The Board of Directors may from time to time, by power of attorney or otherwise,
          appoint any person, company, firm or body of persons to be the attorney or
          attorneys of the Company at law or in fact for such purpose(s) and with such
          powers, authorities and discretions, and for such period and subject to such
          conditions, as it thinks fit, and any such power of attorney or other
          appointment may contain such provisions for the protection and convenience of
          persons dealing with any such attorney as the Board of Directors may think fit,
          and may also authorize any such attorney to delegate all or any of the powers,
          authorities and discretions vested in him.

|42. | Number
of Directors
|--- | -------------------

(a)       
          The number of members of the Board of Directors (including Outside Directors)
          shall be determined, from time to time, by the Annual General Meeting, provided
          that the Board of Directors of the Company shall consist of not less than five
          (5) directors and not more than fourteen (14) Directors.

(b)       
          The requirements of the Companies Law applicable to Outside Directors shall
          prevail over the provisions of these Articles to the extent that these Articles
          are inconsistent with the Companies Law, and shall apply to the extent that
          these Articles are silent.

|43. | Election,
Appointment and Removal of Directors
|--- | ----------------------------------------------

(a)       
          The Directors shall be elected and dismissed by the holders of a majority of the
          shares present and voting at an Annual General Meeting, provided that any vote
          to appoint or dismiss an Outside Director shall satisfy the requirements of
          Section 239 or Section 246, as the case may be, of the Companies Law. Subject to
          Article 42 above, between annual meetings, the Board shall be empowered to
          appoint directors, other than Outside Directors, by a majority vote of the
          directors.

(b)       
          All Directors, except Outside Directors, shall retire at the Annual General
          Meeting of the Company immediately following the Annual General Meeting at which
          they were elected, subject to the provisions of sub-article 43(d) below. The
          term of office of Outside Directors shall be as provided in the Companies Law.

(c)       
          A retiring Director shall be eligible for re-election, provided that Outside
          Directors shall only be entitled to re-election as provided in the Companies
          Law.

(d)       
          If at any Annual General Meeting, the places of the vacating directors are not
          filled, the meeting shall stand adjourned until the same day in the next week at
          the same time and place, and if at the adjourned meeting the places of the
          vacating Directors are, again, not filled, the vacating Directors shall be
          deemed to have been re-elected at the adjourned meeting. In any event, a
          retiring director shall remain in office until a new director has been elected
          or appointed in his or her place.

(e)       
          Notwithstanding anything to the contrary in this Article 43, the shareholders
          may, at any time, by resolution at a Special General Meeting, discharge from
          office any member of the Board of Directors (provided that with respect to
          Outside Directors, the dismissal is effected in accordance with Section 246 of
          the Companies Law) and/or to appoint a member to the Board of Directors
          (provided that with respect to Outside Directors, the requirements of Section
          239 of the Companies Law are satisfied).

|44. | Qualification
of Directors
|--- | --------------------------

No
person shall be disqualified to serve as a Director by reason of his not holding shares
in the Company or by reason of his having served as a Director in the past, subject to
Sections 240 and 245 of the Companies Law with respect to Outside Directors.

13

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|45. | Continuing
Directors in the Event of Vacancies
|--- | ----------------------------------------------

In
the event of one or more vacancies in the Board of Directors, the continuing Directors
may continue to act in every matter, and, pending the filling of any vacancy pursuant to
the provisions of Article 43, may temporarily fill any such vacancy; provided,
however, that if they number less than a majority of the number provided for pursuant to
Article 42 hereof or if the number of Outside Directors drops below two, they may
only act in an emergency, and must call a General Meeting of the Company for the purpose
of electing Directors to fill any or all vacancies, so that at least a majority of the
number of Directors provided for pursuant to Article 42 hereof, or at least two
Outside Directors, as the case may be, are in office as a result of said meeting.

|46. | Vacation
of Office
|--- | ------------------

(a)       
          The office of a Director shall be vacated by the Directors written
          resignation. Such resignation shall become effective on the date fixed therein,
          or upon the delivery thereof to the Company, whichever is later.

(b)       
          The Company will be entitled, at any time, by resolution of the shareholders at
          a Special General Meeting, to discharge from office any Director, provided such
          Director is given a reasonable opportunity to state his or her case before the
          shareholders at the General Meeting. The power granted by this sub-article shall
          not apply to Outside Directors, unless such discharge is effected in accordance
          with Section 246 of the Companies Law.

(c)       
          The office of a Director shall be vacated, ipso facto, upon the occurrence of
          any of the following: (i) such Directors death, (ii) such Director is
          convicted of a crime as described in Section 232 of the Companies Law, (iii)
          such Director is removed by a court of law in accordance with Section 233 of the
          Companies Law, (iv) such Director becomes legally incompetent, or (v) such
          Director is declared bankrupt, or (vi) if such Director is a corporate entity,
          upon its winding-up liquidation, whether voluntary or involuntary.

|47. | Remuneration
of Directors
|--- | -------------------------

No
Director shall be paid any remuneration by the Company for such Directors services
as a member of the Board of Directors or for any other services provided to the Company,
unless such remuneration has been approved pursuant to the provisions of the Companies
Law.

|48. | Conflict
of Interests
|--- | ---------------------

Subject
to the provisions of the Companies Law, the Company may enter into any contract or
otherwise transact any business with any Office Holder in which contract or business such
Office Holder has a personal interest, directly or indirectly; and may enter into any
contract of otherwise transact any business with any third party in which contract or
business an Office Holder has a personal interest, directly or indirectly.

|49. | Intentionally
left blank.
|--- | -------------------------

|50. | Intentionally
left blank.
|--- | -------------------------

PROCEEDINGS OF THE
BOARD OF DIRECTORS

|51. | Meetings
|--- | --------

(a)       
          The Board of Directors shall convene meetings as required to fulfill the needs
          of the Company, but in any event shall convene at least one meeting in every
          three month period. The Board of Directors may meet and adjourn its meetings and
          otherwise regulate such meetings and proceedings as the Directors think fit.
          Meetings of the Board of Directors may be held telephonically or by any other
          means of communication provided that each Director participating in such meeting
          can hear all of the other Directors participating in such meeting.

(b)       
          The Chairman of the Board of Directors may convene a meeting of the Board of
          Directors, but not less than two (2) days written notice shall be given of
          any meeting, unless such notice is waived in writing by all of the Directors as
          to a particular meeting. The notice of meeting shall include the agenda of the
          meeting. Notice of the meetings of the Board of Directors shall be sent to each
          Director in any reasonable manner at the last physical or email address or
          telephone or facsimile number that the Director provided to the Company.

14

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(c)       
          Upon the receipt of a written request under any of the following circumstances,
          the Chairman of the Board of Directors shall, and in the absence of a Chairman,
          any Director receiving such written request shall, convene a meeting of the
          Board of Directors, but not less than two (2) days written notice shall be
          given of any meeting, unless such notice is waived in writing by all of the
          Directors as to a particular meeting:

| | (i)        upon
the receipt of a written request from any two Directors, or in the event           that
there are five or less Directors serving in office at the time, upon the
          written request of any Director;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)        upon
the receipt of a written request from any Director requesting that a           meeting be
adjourned and stating that he or she has learned of an alleged           violation of the
law or proper business procedure by the Company.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        upon
the receipt of any written request from the Chief Executive Officer of the
          Company requesting an action of the Board of Directors; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)        upon
the receipt of a written request from the independent auditor(s) of the           Company
regarding material flaws in the oversight of the Companys internal
          accounting methods.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)       
          A resolution in writing signed by all of the Directors then in office and
          lawfully entitled to vote thereon (as conclusively determined by the Chairman of
          the Audit Committee, and in the absence of such determination by the Chairman of
          the Board of Directors) or to which all of such Directors have given their
          consent (by letter, telegram, telex, facsimile, email or their oral consent by
          telephone (provided that a written summary thereof has been approved and signed
          by the Chairman of the Board of Directors of the Company) shall be deemed to
          have been unanimously adopted by a meeting of the Board of Directors duly
          convened and held.

|52. | Quorum
|--- | ------

(a)       
          Until otherwise unanimously decided by the Board of Directors, a quorum at a
          meeting of the Board of Directors shall be constituted by the presence, in
          person, or by telephone conference of a majority of the Directors then in office
          who are lawfully entitled to participate in the meeting (as conclusively
          determined by the Chairman of the Board of Directors).

(b)       
          If within an hour from the time appointed for the meeting a quorum is not
          present, the meeting shall stand adjourned to such time, date and place as the
          Chairman may determine, provided that not less than two (2) days written
          notice shall have been provided to each of the Directors of such meeting. No
          business shall be transacted at any adjourned meeting except business that might
          lawfully have been transacted at the meeting as originally called. At such
          adjourned meeting, any two (2) members present in person shall constitute a
          quorum.

(c)       
          Notwithstanding anything to the contrary in this Article 52, the quorum for
          purposes of discussing and resolving upon the termination or suspension of the
          services of the Internal Auditor of the Company shall be a majority of the
          Directors then in office.

|53. | Chairman
of the Board of Directors
|--- | ----------------------------------

The
Board of Directors may from time to time elect one of its members to be the Chairman of
the Board of Directors, remove such Chairman from office and appoint another in its
place. The Chairman of the Board of Directors shall preside at every meeting of the Board
of Directors, but if there is no such Chairman, or if at any meeting he is not present
within fifteen (15) minutes of the time fixed for the meeting, or if the appointed
Chairman is unwilling to take the chair, the Directors present shall choose one of their
number to be the chairman of such meeting. The Chief Executive Officer of the Company
shall not serve as the Chairman of the Board of Directors, and the Chairman of the Board
of Directors shall not be granted authorities of the Chief Executive Officer, unless such
appointment, or grant, as the case may be, is approved by the shareholders in a General
Meeting in accordance with Section 121(c) of the Companies Law. The office of Chairman
shall not entitle such Director to a second or casting vote.

|54. | Validity
of Acts Despite Defects
|--- | --------------------------------

Subject
to the provisions of the Companies Law, all acts done bona fide at any meeting of the
Board of Directors, or of a Committee of the Board of Directors, or by any person(s)
acting as Director(s), shall, notwithstanding that it may afterwards be discovered that
there was some defect in the appointment of the participants in such meetings or any of
them or any person(s) acting as aforesaid, or that they or any of them were disqualified,
be as valid as if there were no such defect or disqualification.

15

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MINUTES

|55. | Minutes
|--- | -------

(a)       
          Minutes of each General Meeting and of each meeting of the Board of Directors
          (or any committee thereof) shall be recorded and duly entered in books provided
          for that purpose and shall be held by the Company at its principal place of
          office or its Registered Office or such other place as shall have been
          determined by the Board of Directors. Such minutes shall, in all events, set
          forth the names of the persons present at the meeting and all resolutions
          adopted thereby.

(b)       
          Any minutes as aforesaid, if purporting to be signed by the chairman of the
          meeting or by the chairman of the next succeeding meeting, shall constitute
          prima facie evidence of the matters recorded therein.

CHIEF EXECUTIVE
OFFICER

|56. | Chief
Executive Officer
|--- | -----------------------

(a)       
          The Board of Directors shall from time to time appoint one or more persons,
          whether or not Directors, as Chief Executive Officers(s) of the Company and may
          confer upon such person(s), and from time to time modify or revoke, such
          title(s) (including General Manager, Managing Director, Director General or any
          similar or dissimilar title). The appointment of the Chief Executive Officer(s)
          may be either for a fixed term or without any limitation of time. The Board of
          Directors may from time to time remove or dismiss the Chief Executive Officer(s)
          from office and appoint another or others in the Chief Executive
          Officer(s)s place.

(b)       
          The Chief Executive Officer(s) shall manage the business of the Company, subject
          to the policies established by the Board of Directors, such limitations and
          restrictions as are set forth in these Articles or as the Board of Directors may
          from time to time prescribe, and the provisions of the Companies Law.

(c)       
          The Board of Directors may from time to time determine the Chief Executive
          Officer(s) salary and other terms and conditions of the Chief Executive
          Officers employment, subject to the provisions of the Companies Law.

(d)       
          Subject to the provisions of the Companies Law and provided the Board of
          Directors has authorized him or her to do so, the Chief Executive Officer of the
          Company may appoint additional Officer Holders (as such term is defined in the
          Companies Law) of the Company (other than Directors and Chief Executive
          Officers), and determine the duties and powers of such Office Holders, and the
          terms and conditions of such Office Holders employment. The Chief
          Executive Officer shall notify the Board of Directors of each such appointment
          at the first meeting of the Board of Directors following such appointment.

INTERNAL AUDITOR

|57. | Internal
Auditor
|--- | ----------------

The
Board of Directors shall appoint an internal auditor pursuant to a recommendation of the
Audit Committee. The following persons shall not serve as the Internal Auditor of the
Company: (i) any Interested Party of the Company; (ii) any Office Holder of the Company;
(iii) any relative of either of the foregoing; and (iv) the Companys independent
auditor(s) or anyone on their behalf.

16

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INDEMNIFICATION AND
INSURANCE

|58. | Indemnity
and Insurance
|--- | -----------------------

58.1     Insurance:
Subject to the provisions of any Law, the Company may enter into a contract to insure
against the liabilities of its Office Holders for an obligation imposed on an Office
Holder in consequence of an act done by the Office Holder in his capacity as an Office
Holder of the Company, in any of the following cases:

| | (a) | A
breach of the duty of care owed to the Company or to any other person;
| | --- | ------------------------------------------------------------------------

| | (b) | A
breach of the fiduciary duty owed to the Company, provided that, the Office
               Holder acted in good faith and had reasonable grounds to assume that such
act                would not injure the Company;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | A
monetary liability imposed on him in favor of another person.
| | --- | ---------------------------------------------------------------

58.2     Indemnification.
Subject to the provisions of the Companies Law, including the receipt of all approvals as
required therein or under any other applicable Law, the Company may indemnify any of its
Office Holders to the fullest extent permitted by the Companies Law as follows:

| | (a) | retrospectively;
and
| | --- | --------------------

| | (b) | undertake
in advance to indemnify the Office Holders with respect to liabilities                or
expenses, imposed on such Officer or incurred by him in consequence of an act
               which he has performed by virtue of being an Officer, as listed below:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | A
monetary obligation imposed on the Office Holder in favor of another person
               pursuant to a judgment, including a judgment given in settlement or a
               court-approved arbitration award, provided that the undertaking to
indemnify                will be limited to: (1) those categories of events which
the Board resolves                that in its opinion can be foreseen at the time the
undertaking to indemnify is                given in light of the Companys then
current activities; and (2) such                amounts or criteria which the Board
sets as reasonable under the circumstances;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | Reasonable
litigation expenses, including attorneys legal fees, actually                paid
by the Office Holder in consequence of an investigation or proceeding
               instituted against the Office Holder by an authority that is authorized to
               conduct such investigation or proceeding, and that resulted without filing
an                indictment against the Office Holder and without imposing on the Office
Holder a                financial obligation in lieu of criminal proceedings, or that
resulted without                filing an indictment against the Office Holder but with
imposing on such Office                Holder a financial obligation in lieu of criminal
proceedings in respect of an                offense that does not require the proof of
criminal intent;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
the purposes hereof: (i) a proceeding that ended without an indictment in a
matter in respect of which an investigation was conducted; and (ii) financial
obligation in lieu of a criminal proceeding, shall have the meanings specified in
Section 260(a)(1A) of the Companies Law.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | Reasonable
litigation costs, including attorneys legal fees incurred by                the
Office Holder or which the Office Holder is ordered to pay by a court, in a
               proceeding filed against the Office Holder by the Company or on its behalf
or by                another person, or in a criminal charge of which the Office Holder
is acquitted,                or in a criminal charge of which the Office Holder is
convicted of an offense                that does not require proof of criminal intent.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

58.3     Exemption
of Office Holders. Subject to the provisions of the Companies Law, the Company may exempt
its Office Holders in advance for all or any of such Office Holders liability for
damage in consequence of a breach of the duty of care vis-à-vis the Company, other
than for a breach of duty of care stemming from a Distribution (as such term is defined
in the Companies Law) and for a willful or reckless breach of duty of care, excluding a
breach of duty of care due to negligence.

58.4     The
provisions of this Article 58 are not intended, and shall not be interpreted so as to
restrict the Company, in any manner, in respect of the procurement of insurance and/or
indemnification and/or exculpation, in favour of any person who is not an Office Holder,
including, without limitation, any employee, agent, consultant or contractor of the
Company who is not an Office Holder.

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RIGHTS OF SIGNATURE
and RUBBER STAMP

|59. | Rights
of Signature and Rubber Stamp
|--- | ------------------------------------

(a)       
          The Board of Directors shall be entitled to authorize any person or persons (who
          need not be Directors) to act and sign on behalf of the Company, and the acts
          and signature of such person(s) on behalf of the Company, together with the
          Companys rubber stamp or the Companys name in print or handwriting,
          shall bind the Company insofar as such person(s) acted and signed within the
          scope of such persons authority.

(b)       
          The Company shall have at least one official rubber stamp.

DIVIDENDS

|60. | Declaration
of Dividends
|--- | ------------------------

(a)       
          Subject to the Companies Law, the Board of Directors may from time to time
          declare, and cause the Company to pay, such dividends as may appear to the Board
          of Directors to be justified by the profits of the Company. Subject to the
          Companies Law, the Board of Directors shall determine the time for payment of
          such dividends and the record date for determining the shareholders entitled
          thereto.

(b)       
          No dividend shall be paid otherwise than out of the profits of the Company.

|61. | Amount
Payable by Way of Dividends
|--- | ----------------------------------

(a)       
          Subject to the provisions of these Articles and subject to any rights or
          conditions attached at that time to any share in the capital of the Company
          granting preferential, special or deferred rights or not granting any rights
          with respect to dividends, the profits of the Company which shall be declared as
          dividends shall be distributed according to the proportion of the nominal value
          paid up on account of the shares held at the date so appointed by the Company,
          without regard to the premium paid in excess of the nominal value, if any. No
          amount paid or credited as paid on a share in advance of calls shall be treated
          for purposes of this Article as paid on a share.

(b)       
          No dividend shall carry interest as against the Company.

|62. | Payment
in Specie
|--- | -----------------

Upon
the determination of the Board of Directors, the Company (i) may cause any monies,
investments, or other assets forming part of the undivided profits of the Company,
standing to the credit of a reserve fund, or to the credit of a reserve fund for the
redemption of capital, or in the hands of the Company and available for dividends, or
representing premiums received on the issuance of shares and standing to the credit of
the share premium account, to be capitalized and distributed among such of the
shareholders as would be entitled to receive the same if distributed by way of dividend
and in the same proportion, on the footing that they become entitled thereto as capital,
or may cause any part of such capitalized fund to be applied on behalf of such
shareholders in paying up in full, either at par or at such premium as the resolution may
provide, any unissued shares or debentures or debenture stock of the Company which shall
be distributed accordingly or in payment, in full or in part, of the uncalled liability
on all issued shares or debentures or debenture stock if such liability exists, on a pro
rata basis; and (ii) may cause such distribution or payment to be accepted by such
shareholders in full satisfaction of their interest in the said capitalized sum.

|63. | Implementation
of Powers under Articles 61 and 62
|--- | -------------------------------------------------

For
the purpose of giving full effect to any resolution under Articles 62 or 64, the
Board of Directors may settle any difficulty which may arise in regard to the
distribution as it thinks expedient, and, in particular, may issue fractional
certificates, and may determine the value for distribution of any specific assets, and
may determine that cash payments shall be made to any shareholders upon the footing of
the value so fixed, or that fractions of less value than the nominal value of one share
may be disregarded in order to adjust the rights of all parties, and may vest any such
cash, shares, debentures, debenture stock or specific assets in trustees upon such trusts
for the persons entitled to the dividend or capitalized fund as may seem expedient to the
Board of Directors.

|64. | Deductions
from Dividends
|--- | -------------------------

The
Board of Directors may deduct from any dividend or other moneys payable to any
shareholder in respect of a share any and all sums of money then payable by such
shareholder to the Company on account of calls or otherwise in respect of shares of the
Company and/or on account of any other matter of transaction whatsoever.

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|65. | Retention
of Dividends
|--- | ----------------------

(a)       
          The Board of Directors may retain any dividend or other moneys payable or
          property distributable in respect of a share on which the Company has a lien,
          and may apply the same in or toward satisfaction of the debts, liabilities, or
          engagements in respect of which the lien exists.

(b)       
          The Board of Directors may retain any dividend or other moneys payable or
          property distributable in respect of a share in respect of which any person is,
          under Articles 23 or 24, entitled to become a shareholder, or which any
          person is, under said Articles, entitled to transfer, until such person shall
          become a shareholder in respect of such share or shall transfer the same.

|66. | Unclaimed
Dividends
|--- | -------------------

All
unclaimed dividends or other moneys payable in respect of a share may be invested or
otherwise made use of by the Board of Directors for the benefit of the Company until
claimed. The payment by the Directors of any unclaimed dividend or such other moneys into
a separate account shall not constitute the Company a trustee in respect thereof, and any
dividend unclaimed after a period of three (3) years from the date of declaration of such
dividend, and any such other moneys unclaimed after a like period from the date the same
were payable, shall be forfeited and shall revert to the Company; provided, however, that
the Board of Directors may, at its discretion, cause the Company to pay any such dividend
or such other moneys, or any part thereof, to a person who would have been entitled
thereto had the same not reverted to the Company.

|67. | Mechanics
of Payment
|--- | --------------------

Any
dividend or other moneys payable in cash in respect of a share may be paid by check sent
through the post to, or left at, the registered address of the person entitled thereto or
by transfer to a bank account specified by such person (or, if two or more persons are
registered as joint holders of such share or are entitled jointly thereto in consequence
of the death or bankruptcy of the holder or otherwise, to any one of such persons or to
his bank account), or to such person and at such address as the person entitled thereto
may by writing direct. Every such check shall be made payable to the order of the person
to whom it is sent, or to such person as the person entitled thereto as aforesaid may
direct, and payment of the check by the banker upon whom it is drawn shall be a good
discharge to the Company. Every such check shall be sent at the risk of the person
entitled to the money represented thereby.

|68. | Receipt
from a Joint Holder
|--- | ---------------------------

If
two or more persons are registered as joint holders of any share, or are entitled jointly
thereto in consequence of the death or bankruptcy of the holder or otherwise, any one of
them may give effectual receipts for any dividend or other moneys payable or property
distributable in respect of such share.

ACCOUNTS; AUDITORS

|69. | Books
of Account
|--- | ----------------

The
Board of Directors shall cause accurate books of account to be kept in accordance with
the provisions of the Companies Law and of any other applicable law. Such books of
account shall be kept at the Registered Office of the Company, or at such other place or
places as the Board of Directors may think appropriate, and they shall always be open to
inspection by all Directors. No shareholder, not being a Director, shall have any right
to inspect any account or book or other similar document of the Company, except as
conferred by law or authorized by the Board of Directors or by a resolution of a General
Meeting of the Company.

|70. | Fiscal
Year
|--- | -----------

The
Companys fiscal year shall commence on January 1st and end on the following
December 31st.

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|71. | Audit
|--- | -----

The
Company shall prepare financial statements in accordance with generally accepted
accounting principles consistently applied and as required by the Companies Law and any
other applicable law. The Companys annual financial statements shall be audited for
correctness by the Companys auditor and shall be approved and signed by the Board
of Directors.

|72. | Auditors
|--- | --------

(a)       
          The shareholders of the Company shall appoint an independent auditor(s) of the
          Company at the Annual General Meeting. Such appointment shall be in force until
          the end of the fiscal year for which the appointment is made, or for a longer
          period if so resolved at the Annual General Meeting, but in no event for a
          period of more than three fiscal years. The shareholders of the Company may
          remove the independent auditor(s) at any time.

(b)       
          The appointment, authorities, rights and duties of the independent auditor(s) of
          the Company shall be regulated by applicable law.

(c)       
          The Board of Directors shall determine the remuneration of the independent
          auditor(s), or shall delegate such authority to the Audit Committee, and shall
          report to the shareholders on such remuneration at the Annual General Meeting.

DONATIONS

|73. | Donations
|--- | ---------

The
Company shall be entitled to donate reasonable amounts to a cause which the Board of
Directors deems worthy, even if such donation is not motivated by business
considerations.

NOTICES

|74. | Notices
|--- | -------

(a)       
          Any written notice or other document may be served by the Company upon any
          shareholder personally or by sending it by mail addressed to such shareholder at
          such shareholders address as described in the Share Register or such other
          address as such shareholder may have designated in writing for the receipt of
          notices and other documents. Any written notice or other document may be served
          by any shareholder upon the Company by tendering the same in person to the
          Secretary or the Chief Executive Officer of the Company at the principal office
          of the Company or by sending it by prepaid registered mail (airmail if posted
          outside Israel) to the Company at its Registered Address. Any such notice or
          other document shall be deemed to have been served two (2) business days after
          it has been posted (five (5) business days if sent to a place not located on the
          same continent as the place from where it was posted), or when actually received
          by the addressee if sooner than two (2) days or five (5) days, as the case may
          be, after it has been posted, or when actually tendered in person, to such
          shareholder (or to the Secretary or the Chief Executive Officer); provided,
          however, that notice may be sent by e-mail, facsimile or other electronic means
          and confirmed by registered mail as aforesaid, and such notice shall be deemed
          to have been given twenty-four (24) hours after such e-mail, facsimile or other
          electronic communication has been sent or when actually received by such
          shareholder (or by the Company), whichever is earlier. If a notice is, in fact,
          received by the addressee, it shall be deemed to have been duly served, when
          received, notwithstanding that it was defectively addressed or failed, in some
          respect, to comply with the provisions of this Article 74(a).

(b)       
          All notices to be given to the shareholders shall, with respect to any share to
          which persons are jointly entitled, be given to whichever of such persons is
          named first in the Share Register, and any notice so given shall be sufficient
          notice to the holders of such share.

(c)       
          If requested by the Company, each shareholder shall provide the Company with the
          shareholders full street and mailing address, as well, if available, with
          facsimile number and email address. Any shareholder whose address is not
          described in the Share Register, and who shall not have designated in writing an
          address for the receipt of notices, shall not be entitled to receive any notice
          from the Company.

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WINDING UP

|75. | Winding
Up
|--- | ----------

Subject
to the rights of the holders of shares with special rights as to liquidation, if the
Company be wound up on liquidation or dissolution, then, subject to applicable law, all
the assets of the Company available for distribution among the shareholders shall be
distributed to them in proportion to the respective percentage holdings of all of the
Ordinary Shares (assuming for purposes of this calculation, the conversion of any other
class of shares into Ordinary Shares).

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