SECURITIES AND EXCHANGE COMMISSION

**WASHINGTON****,****D.C.********20549**

 

**FORM 20-F**

 

 ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF

**THE SECURITIES EXCHANGE ACT OF 1934**

 

**FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004      **

**COMMISSION FILE NO. 005-60609**

____________________________________________________

**Compugen Ltd.**

(Exact name of registrant asspecified in its charter and translation of registrant's name into English)

___________________________________________________________________

Israel

(Jurisdiction of incorporation ororganization)

**72 Pinchas Rosen Street****,Tel Aviv, 69512****Israel**

(Address of principal executiveoffices)

________________________________________________

**Securities registered or to beregistered pursuant to Section 12(b) of the Act:**

None

**Securities registered or to beregistered pursuant to Section 12(g) of the Act:**

        OrdinaryShares, par value New Israeli Shekels 0.01 per share      

(Title of Class)

**Securities for which there is areporting obligation pursuant to Section 15(d) of the Act:**

None

Indicate the number of outstanding shares of eachof the issuer's classes of capital or common stock as of the close of theperiod covered by the annual report: 

27,726,022Ordinary Shares 

 

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days: 

Yes [x]      No [  ]

 

Indicate by check mark which financial statementitem the registrant has elected to follow:

Item 17 [  ]  Item 18 [x]

**1** 

 

**TABLE OFCONTENTS**

 

PART I. 4

ITEM 1.     IDENTITY OFDIRECTORS, SENIOR MANAGEMENT AND ADVISORS. 4

ITEM 2.     OFFER STATISTICSAND EXPECTED TIMETABLE.. 4

ITEM 3.     KEY INFORMATION.. 4

ITEM 4.     INFORMATION ONTHE COMPANY. 21

ITEM 5.     OPERATING ANDFINANCIAL REVIEW AND PROSPECTS. 36

ITEM 6.     DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES. 51

ITEM 7.     MAJORSHAREHOLDERS AND RELATED PARTY TRANSACTIONS. 60

ITEM 8.     FINANCIALINFORMATION.. 63

ITEM 9.     THE OFFER ANDLISTING.. 64

ITEM 10.        ADDITIONAL INFORMATION.. 65

ITEM 11.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.. 79

ITEM 12.        DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES. 79

PART II 80

ITEM 13.        DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES. 80

ITEM 14.        MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDUSE OF PROCEEDS  80

ITEM 15.        CONTROLS AND PROCEDURES. 80

ITEM 16.        RESERVED.. 80

ITEM 16A.      AUDIT COMMITTEE FINANCIAL EXPERT. 80

ITEM 16B.      CODE OF ETHICS. 80

ITEM 16C.     PRINCIPAL ACCOUNTANT FEES AND SERVICES. 81

ITEM 16D.     EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES. 81

ITEM 16E.      PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS  81

PART III 82

ITEM 17.        FINANCIAL STATEMENTS. 82

ITEM 18.        FINANCIAL STATEMENTS. 82

ITEM 19.        EXHIBITS. 82

**COMPUGEN LTD. AND ITS SUBSIDIARIES**.. 1

**CONSOLIDATED FINANCIAL STATEMENTS**.. 1

**AS OF DECEMBER 31, 2004**. 1

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM**... 2

* *

**2** 

 

This annual report on Form 20-F includes"forward-looking" statements within the meaning of Section 21E of theSecurities Exchange Act of 1934. We have based these forward-looking statementson information available to us on the date hereof, and on our currentintentions, beliefs, expectations and projections about future events. Weassume no obligation to update any such forward-looking statements. These forward-lookingstatements are not guarantees of future performance and are subject to risks,uncertainties and assumptions that could cause our actual results to differmaterially from our expectations or projections. Factors that could cause ouractual results to differ materially from those projected in the forward-lookingstatements include the risk factors set forth under "Item 3. Key Information.Risk Factors", the information about us set forth under "Item 4. Informationabout the Company", and information related to our financial condition under"Item 5. Operating and Financial Review and Prospects." 

 

Compugen Ltd. is referred to in this annual reportas "we", "our" or "us".

 

‐‐‐‐‐‐‐‐‐‐‐‐

We have prepared our consolidated financialstatements in United States dollars and in accordance with accountingprinciples generally accepted in the United States. All references herein to"dollars" or "$" are to United States dollars, and all references to "Shekels"or "NIS" are to New Israeli Shekels.

‐‐‐‐‐‐‐‐‐‐‐‐

**3** 

# PARTI.

** **

### ITEM 1.                  IDENTITY OF DIRECTORS, SENIORMANAGEMENT AND ADVISORS

 

                Notapplicable.

 

### ITEM 2.                  OFFER STATISTICS AND EXPECTEDTIMETABLE

 

                Not applicable.

 

### ITEM 3.                  KEY INFORMATION

 

**Selected Financial Data**

** **
| ** **                                                                     | Year ended December 31                                 |
|--------------------------------------------------------------------------------|--------------------------------------------------------|
| ** **                                                                     | 2000                                                   | 2001 | 2002 | 2003 | 2004 |
|                                                                           | **($ in thousands, except share and per share  data)** |
| **Consolidated  Statements of Operations Data**                                |                                                   |   |   |   |   |
| Revenues                                                                       | $      6,891             | $       10,366 | $          9,262 | $          6,776 | $          2,630 |
| Governmental  and other grants                                                 |  

466                                            |  

994 |  

1,835 |  

2,050 |  

1,397 |
| Total revenues  and grants                                                     |  

7,357                                          |  

11,360 |  

11,097 |  

8,826 |  

4,027 |
| Total  operating expenses **                                                   |  

23,533                                         |  

30,379 |  

26,141 |  

23,042 |  

19,604 |
| Operating  loss                                                                | (16,176)                                               | (19,019) | (15,044) | (14,216) | (15,577) |
| Net  loss                                                                      | $  (13,404)                                  | $      (15,144) | $      (12,204) | $      (11,442) | $      (13,722) |
|  

                                                                  |                                                   |   |   |   |   |
|                                                                           | As of December 31,                                     |
| ** **                                                                     | 2000(*)                                                | 2001(*) | 2002(*) | 2003(*) | 2004 |
|                                                                           | **($ in thousands)**                                   |
| **Consolidated  Balance Sheet Data:**                                          |                                                   |   |   |   |   |
| Cash  and cash equivalents, short-term bank deposits and marketable securities |  

 

$90,675                                |  

 

$32,347 |  

 

$48,402 |  

 

$16,707 |  

 

$20,574 |
| Long-term  investments in marketable securities and bank deposits              |  

 

-                                      |  

 

46,148 |  

 

18,940 |  

 

43,803 |  

 

27,854 |
| Total  assets                                                                  | 97,872                                                 | 87,289 | 77,257 | 67,526 | 55,353 |
| Accumulated  deficit                                                           | (53,244)                                               | (68,388) | (80,592) | (92,034) | (105,756) |
| Total  shareholders' equity                                                    | 92,510                                                 | 80,062 | 68,881 | 59,808 | 49,566 |

* *

(*)       Reclassified.

(**)     Includesdeferred stock compensation. See Note 10 of our 2004 consolidated financialstatements.

*** ***

For additional financial data, see "Item 5.Operating and Financial Review and Prospects. Results of Operations".

**4** 

 

**Risk Factors**

 

Many factors could affect our financial condition, cash flows andresults of operations. We are subject to various risks resulting from changingeconomic, political, social, industry, business and financial conditions. Theprincipal risks are described below. 

 

***Factors Related to our Financial Results andFinancing Needs***

*** ***

**We have a history of losses, we expect to incur futurelosses and we may never achieve or sustain profitability***.*

 

We incurred net losses of approximately $12.2million in 2002, $11.4 million in 2003 and $13.7 million in 2004. As of December 31, 2004, we had an accumulated deficit of approximately $80.9 million (notincluding approximately $24.9 million in accumulated deficit attributable tothe conversion of preferred shares upon the closing of our initial publicoffering). We expect to continue to incur net losses in the future due in partto the costs and expenses associated with our research and developmentactivities. We cannot assure you that we will ever achieve profitability. Evenif we do achieve profitability, we may not be able to sustain or increaseprofitability. 

 

**We may be required to allocate substantial additionalfunds in the future to our discovery and development activities, but we maynever be able to achieve profitability.**

** **

We discover and intend to carry out early stagedevelopment of therapeutic and diagnostic product candidates. Productcandidates are molecules that we discover and that we identify as having apotential therapeutic or diagnostic application. In 2004, we allocated asubstantial portion of our cash and other resources to our discovery anddevelopment activities. To date, these activities have generated onlynegligible revenues. These activities may never generate significant revenuesand we may never achieve profitability. Although we intend to allocateadditional cash and other resources to our discovery and developmentactivities, we do not anticipate that this funding will enable us to achieveprofitability in the near future. As a result, we may need additional funds tocontinue financing our discovery and development activities. If we are unableto obtain the required additional financing, whether internally or from thirdparties, on commercially reasonable terms, we may have to curtail or cease ourdiscovery and development activities, and our business will likely bematerially harmed.

 

**If we are unable to raise additional capital in thefuture, we may need to curtail or cease operations.**

** **

As of December 31, 2004, we had cash and cashequivalents, and short-term marketable securities of approximately $20.6million, and long-term marketable securities of approximately $27.8 million.Based on our current projections, we anticipate that our existing cash and cashequivalents, and short-term and long-term marketable securities will besufficient to support our operations for at least the next two years. However,we cannot assure you that we will not need to raise additional capital withinthe next two years or that we would be able to raise sufficient additionalcapital on favorable terms, if at all. If we raise additional capital byissuing equity securities, our shareholders may experience dilution. If we failto raise sufficient funds, we will likely have to curtail or cease operations,which would materially harm our business and financial results. 

**5** 

**If our wholly-owned subsidiary, Keddem Bioscience Ltd.,will not be able to raise capital in the near future, it may have to ceaseoperations, in which case all of our investments made in Keddem Bioscience`sbusiness to date will be lost and our financial results may be harmed.**

 

In 2004, we turned ourchemistry division, which was engaged in small-molecule drug discovery, into awholly-owned subsidiary, Keddem Bioscience Ltd. The transaction was effected byus transferring to Keddem Bioscience all of our assets and liabilities thatwere dedicated to the operation of our chemistry division. In connection withthis transaction, we agreed to loan to Keddem Bioscience $1,530,000. Wecurrently seek to raise third party funding for Keddem. The continuation ofKeddem Bioscience`s operations depends on raising additional capital in orderto continue its operations. 

 

If Keddem Biosciencefails to raise additional capital in the near future, it will likelyneed to cease its operations. If so, our investmentsin Keddem Bioscience will be lost, and this is likely to harm our financialresults. 

 

***Factors Related to our Discovery and DevelopmentActivities and to the Commercialization of our Discoveries***

*** ***

**Our approach of incorporating ideas and methods frommathematics, computer science and physics into biology, chemistry and medicinefor the purpose of discovery and development of novel therapeutic anddiagnostic product candidates, is itself novel and has not yet been fullyproven or validated. If this approach does not prove to be successful ourbusiness will be significantly harmed.**

 

We believe weare a leader in incorporating ideas and methods from mathematics, computerscience and physics into biology, chemistry and medicine. We attempt todiscover novel potential therapeutic proteins and diagnostics markers on thebasis of which our collaborators and licensees may be able to develop noveldrugs and diagnostic products. By using this approach, we have alreadypredicted discoveries *in silico*, which means prediction by computers. Wehave also initially validated the existence in nature of some of thesepredictions, and we have also partially validated thesuitability for diagnostic application of some of the diagnostic productcandidates that we discovered *in silico*. However, our approachhas not yet been proven or validated beyond that initial validation.

 

If ourapproach is proven to be ineffective for making discoveries or not as effectiveas other methods, or if our potential customers or collaborators will notaccept that our approach provides value to them, wemay fail to make discoveries or commercialize discoveries that we make, and, asa result, our business will likely be significantly harmed. 

** **

**We may never make discoveriesthat will be suitable for development into therapeutic and diagnostic products,and if we do not, our business may be significantly harmed and we may ceaseoperations.**

 

Even if our approach to discovering therapeutic and diagnostic product candidates by incorporatingideas and methods from mathematics, computer science and physics into biology,chemistry and medicine proves to be effective, and even though we haveinitially validated some of our *in silico* predictions, our discoveriesmay be proven to be unsuitable for the developmentinto revenue-producing products by our collaborators and licensees. 

 

For example, one of the criteria that we apply whenchoosing our potential therapeutic product candidates is that such candidatesmust be a variant of a gene from which a known protein is derived. In focusingon such variants, we hope to benefit from the availability of biological andmedical information that relate to the biology and use of the known protein.However, to date, it has not been proven that such a variant is likely to havesimilar or more advantageous pharmacological characteristics or uses as theknown protein to which it relates. Another example of one of the criteria thatwe apply when choosing one type of potential diagnostic product candidates isthat such candidates must be secreted into the blood stream. However, merepresence of a candidate molecule in blood does not necessarily ensure that itwill be easily and reliably detectable in blood.

**6** 

If our approach of choosing variants of known proteinsproves to be ineffective, we may fail to discover therapeutic and diagnosticproduct candidates that are suitable for the development of revenue-producingproducts by our collaborators and licensees, and as a result ourbusiness will likely fail or we will likely never become profitable.

** **

**There are risks that are inherent in the developmentand commercialization of therapeutic and diagnostic products, and if theserisks materialize, our business and financial results may be materially harmed.**

 

Even if we are able tocontinue to discover new therapeutic or diagnostic product candidates, ourcollaborators or licensees may not be able to develop new products based on ourdiscoveries. Even if our collaborators or licensees are able to develop suchproducts, our collaborators or licensees may not be able to commercialize them.

 

Weface a number of risks of failure that are inherent in the process ofdeveloping and commercializing therapeutic and diagnostic products.These risks include the possibility that:

●*       *our product candidates will be found to bepharmacologically ineffective or to be toxic or to have other side effects;

●*       *our collaborators will fail to receive applicableregulatory approvals;

●*       *our collaborators will fail to manufacture theseproducts on a large scale;

●*       *products based on our discoveries will beuneconomical or not cost effective to develop, produce or to market;

●*       *our collaborators will fail to develop and marketproducts based on our discoveries prior to the successful marketing of similaror competing products; 

●*       *the development, marketing or sale of our productcandidates will fail because they may infringe third party intellectualproperty rights; or 

●*       *the development, marketing or sale of our productcandidates will fail because of our inability or failure to protect or maintainour own intellectual property rights.

 

If any of these risks materialize our business andfinancial results may be materially harmed.

 

**We have limited business experience in, and limitedresources for, the discovery and development of therapeutic and diagnosticproduct candidates, and if we fail to acquire the appropriate experience, ourbusiness may be materially harmed.**

** **

Our business experience in the discovery anddevelopment of therapeutic and diagnostic product candidates is limited.Although we believe that we have already acquired experience and expertise inthe discovery and in certain aspects of the development of therapeutic anddiagnostic product candidates, in order to successfully develop andcommercialize therapeutic and diagnostic product candidates, we must furtherimprove our internal expertise, capabilities and facilities. We may not be ableto engage all of the experts that we need in order to do so. 

 

If we fail to acquire all of the required businessexperience and expertise in the discovery and development of therapeutic anddiagnostic product candidates, we may be unsuccessful in our discovery anddevelopment activities, and as a result our business may be materially harmed. 

**7** 

**The biotechnology and pharmaceutical industries arehighly competitive, and we may be unable to compete effectively.**

** **

The biotechnology and pharmaceutical industries arehighly competitive. Numerous entities in the United States and elsewherecompete with our efforts to commercialize our discoveries. Our competitorsinclude pharmaceutical, biotechnology and diagnostic companies, academic andresearch institutions and governmental and other publicly funded agencies. Weface, and expect to continue to face, competition from these entities to theextent that they develop products that have a function similar or identical tothe function of our therapeutic and diagnostic product candidates. We alsoface, and expect to continue to face, competition from entities that seek todiscover therapeutic and diagnostic product candidates. 

 

Many of our competitors benefit from greater marketrecognition, and have substantially greater financial, technical, human,research and development, and marketing resources than we do. Since we are asmall company with limited human resources, we are not able to work with alarge number of collaborators in parallel. 

 

To our knowledge, thirdparties, including our competitors, are seeking to discover new genes and gene-basedproducts, including proteins and expressed sequence tags, or ESTs, which are short nucleotide sequences that codefor the expression of partial mRNA, or messenger RNA, sequences. These efforts compete with our own discovery efforts. Althoughcollaborations for the development and commercialization of therapeutic anddiagnostic product candidates can assume many forms, to the extent that thesewill be based on the out put of our discovery engines and other relatedtechnologies for the benefit of a collaboration, we may compete with companiessuch as Exelixis Inc., Curagen Corporation and Myriad Genetics, Inc., all ofwhom seek to develop life science products based on the analysis of largeamounts of genomic information.

 

Also, our competitors may discover and developproduct candidates or market and sell products based on their discoveries, inadvance of us or of our collaborators or licensees. 

 

In addition, the humangenomic pool is finite. As new genes and gene-based products are discovered,the pool of new genes and gene-based products yet to be discovered dwindles. Asa result, we may face increasing difficulty in generating new discoveries. Ourcompetitors may also obtain patents and other intellectual property rights thatwill prevent us from pursuing the development and commercialization of ourdiscoveries. 

 

If we are unable to compete successfully againstexisting or potential competitors, our financial results and business may bematerially harmed.

** **

**The trend towards consolidation in the pharmaceuticaland biotechnology industries may adversely affect us.**

 

There is a trend towards consolidation in thepharmaceutical and biotechnology industries. This consolidation trend mayresult in the remaining companies having greater financial resources andtechnological capabilities, thus intensifying competition in the industries.This trend may also result in fewer potential collaborators or licensees forour therapeutic and diagnostic product candidates. Also, if a consolidatingcompany is already doing business with our competitors, we may lose existinglicensees or collaborators as a result of such consolidation. 

 

This trend may adversely affect our potentialmarket share and our revenues, and as a result may harm our business.

**8** 

**We depend significantly on our collaborator andlicensees for the development and commercialization of our therapeutic anddiagnostic product candidates, and if we are unable to enter into additionalagreements with collaborators and licensees in the future, our business willlikely be materially harmed.**

 

Our strategy for the development andcommercialization of therapeutic and diagnostic product candidates depends onthe formation of collaborations or licensing relationships with third partiesthat have complementary capabilities. We rely on our collaborator and licenseesto carry out product development and commercialization of our therapeutic anddiagnostic product candidates. Potential collaborators and licensees includepharmaceutical, biotechnology and diagnostic companies and academicinstitutions. 

 

To date, we have granted two licenses to specificmolecules, one for the development and commercialization of diagnostic markersand the other for cell and gene-based therapy, and we have entered into a broadcollaboration pipeline agreement for the development and commercialization of amultiple number of diagnostic products. 

 

Even though we have entered into collaboration andlicense agreements for the development and commercialization of ourdiscoveries, we cannot assure you that they will result in the successfuldevelopment or commercialization of any products based on our discoveries.Further, we cannot assure you that we will succeed in entering into any otheragreements with third party collaborators or licensees for the development andcommercialization of our therapeutic and diagnostic product candidates. If weare unable to enter into new collaborations or license agreements, our businesswill likely be materially harmed. 

 

**We may not be able to find additional collaborators orlicensees that will agree to in-license our discoveries at an early stage, andif we do not find these collaborators or licensees, our business will likely bematerially harmed.**

** **

Our strategy for the development andcommercialization of therapeutic and diagnostic product candidates is based onour discovery and early stage developmental work. We consider early stage to bea stage at which a product candidate is validated to exist in nature. In thecase of a therapeutic product candidate, we may also initially show activity ofthat candidate and in the case of a diagnostic product candidate, we may alsoshow that the product candidate is differently expressed in differentphysiological conditions, but in any case with no clinical proof. We rely onour collaborators and licensees to carry out further product development.

 

Pharmaceutical and diagnostic companies may bereluctant or refuse to in-license our therapeutic and diagnostic productcandidates at these early stage of discovery or development. Even if additionalpotential collaborators or licensees agree to in-license our discoveries at anearly stage, such additional collaborators or licensees may not agree to do soon terms that we would consider commercially desirable.

 

If we are unable to out-license our discoveries atan early stage, we may need to develop our discoveries ourselves until weattain a more mature stage of development. Such development activities mayrequire us to expend substantial additional financial and other resources. Ifwe are unable to commit these required additional resources, we may have tocurtail or cease our discovery and development activities, and as a result ourbusiness will likely be materially harmed.

** **

**Our dependence on licensing and collaboration agreementswith third parties presents a number of risks, and if one or more of theserisks materialize, our business may be materially harmed.**

** **

The risks that we face inconnection with our existing collaborations, licenses and other businessalliances as well as those that we may enter into the future include thefollowing:

**9** 

 

●*       *we may not be able to enter into licensing or othercollaboration agreements on terms favorable to us; 

●*       *we may displease our collaborators or licensees ifwe are unable to comply or fully comply with our obligations under agreementswith them, including obligations we may have to generate discoveries, and as aresult, we may not generate royalties from such agreements, and our ability toenter into additional agreements may be harmed; 

●*       *our collaborators may have significant discretionin electing whether to pursue any of the planned activities and the manner inwhich this will be done;  

●*       *we may not be able to control our collaborators` orlicensees` willingness to pursue development of our product candidates, or theamount of resources that our collaborators will devote to the collaboration;

●*       *our collaborators may not perform their obligationsas agreed or expected; 

●*       *changes in a collaborator's or a licensee`sbusiness strategy may negatively affect its willingness or ability to completeits obligations under its arrangement with us; 

●*       *our rights in any intellectual property or productsthat may result from our collaborations may depend on additional investment ofmoney that we may not be able nor willing to make;

●*       *prospective collaborators may pursue alternativeproducts or technologies, by internally developing them or by preferring thoseof our competitors; 

●*       *disagreements between us and our collaborators maylead to delays in, or termination of, the collaboration or result intime-consuming and expensive litigation; and 

●*       *our collaborators may fail to develop orcommercialize successfully any products based on product candidates to whichthey have obtained rights from us.

 

If any of these risks materialize, our business,financial condition and results of operations may be materially harmed. 

** **

***Factors Related to our Discovery Engines and RelatedTechnologies***

** **

**The success of our business largely depends on ourability to continue to develop and enhance our discovery engines and relatedtechnologies, and if we fail to continue to develop and enhance them, ourbusiness will likely be materially harmed.**

 

Our discovery engines are proprietary computationalplatforms that are designed to accurately identify therapeutic and diagnosticproduct candidates, which are expected to be suitable for therapeuticand diagnostic development. By using our discoveryengines and related technologies, we intend to constantly feed ourpipeline of discoveries with novel gene-based therapeutic and diagnosticproduct candidates. Our success as a genomic-based discovery company largelydepends on our ability to continue to develop and enhance our discovery enginesand related technologies.

 

Thepharmaceutical and biotechnology industries are characterized by continuoustechnological changes. We may not be able to make the necessary developmentsand enhancements to our discovery engines and related technologies in order tocompete successfully within these industries. 

 

This competition is intensified by the public andfree availability of human and other organisms` genomic sequence data, as aresult of the US Federal Government funded Human Genome Project and otherprojects engaged in the study of genes. Since we use these data to improve andenhance our discovery engines, the publication of these data may render ourdiscovery engines and related technologies less valuable or even obsolete.Although we believe that our discovery engines provide us with discoverycapabilities, this competition is also intensified by the availability to ourcompetitors of software that performs some functions that are performed by ourdiscovery engines.

**10** 

If we will fail to continue to develop and enhanceour discovery engines and related technologies, our business will likely bematerially harmed.

** **

**We rely on access to public and commercial databases tofeed our discovery engines, and if we are denied access to commercial databasesfor any reason, our operations and business may be harmed.**

 

In carrying out our discovery and development oftherapeutic and diagnostic product candidates, we rely on our ability to accessand use public and commercially available databases. If we are denied access tocommercial databases, or if we are granted access to such databases on terms,which are not commercially reasonable, our business and our results ofoperation may be harmed. 

*** ***

***Factors Related to our Operations***

** **

**The sales cycle for work products resulting from ourdiscovery engines is complex and lengthy and as a result, we may expendsubstantial funds and management resources with no assurance of success**. 

*** ***

We are required to negotiate agreements containingterms unique to each licensee or collaborator and which suit each licensee`s orcollaborator`s specific discovery, development and business strategies. Theaccommodation of these requirements mandates a thorough consideration of boththe scientific and business aspects of each transaction. As a result, the salescycle for the work products of our discovery engines is complex and may take 12months or longer. These business development and related commercial activitiesrequire the input and efforts of our key management personnel. 

 

As a result we expend and will need to continue toexpend substantial funds and management effort with no assurance ofsuccessfully entering into agreements with potential collaborators andlicensees. 

** **

**We may be unable to recruit a successor to Dr. MorAmitai or hire or retain other key personnel or sufficiently qualifiedemployees, in each of these cases our business may be harmed.**

 

In November 2004 we announced that Dr. Mor Amitai,our President and CEO wishes to resign his position. Dr. Amitai agreed toremain in office until the earlier of finding a new successor and the end of 2005to allow our board of directors to recruit a suitable successor. Although wehave already initiated an executive search for Dr. Amitai`s successor, if wefail to recruit a suitable successor for Dr. Amitai, our business may beharmed. 

** **

Our business is highly dependent upon the continuedservices of our senior management and key scientific and technical personnel.While members of our senior management have entered into employment orconsulting agreements and non-competition and non-disclosure agreements, wecannot assure you that these key personnel and others will not leave us orcompete with us, which could harm our business activities and operations.Within our geographic location, it is difficult to find suitable and highlyqualified personnel within our industry. 

 

Furthermore, we do not carry key person lifeinsurance on any member of our senior management. 

 

Our business may be harmed if we are unable toretain our key personnel, or to attract, integrate or retain other highlyqualified personnel in the future. 

**11** 

 

**Our ability to commercialize some of our technologiesor discoveries may be limited because of Israeli governmental grants that wereceive.**

 

The development of some of our technologies and ofthe discoveries that we make have been and may in the future be partiallyfunded by governmental grants that we receive from the Office of the ChiefScientist of the Israeli Ministry of Industry, Trade and Labor. Israeli lawimposes certain restrictions and limitations on technologies and discoveriesfinanced by these grants. For instance, in order to transfer our Office of theChief Scientist -funded technologies or discoveries to third parties in Israelor to manufacture products based on these technologies outside of Israel, weneed to obtain the Office of the Chief Scientist` consent. Additionally, thetransfer of our Office of the Chief Scientist-funded technologies ordiscoveries outside of Israel may be prohibited. These restrictions may limitour ability to commercialize some of our technologies or discoveries. Theserestrictions do not apply to the sale or to the export of product candidatesthat we develop by using or based on our Office of the Chief Scientist -fundedtechnologies or discoveries.

 

**We may be unable to safeguard the integrity, securityand confidentiality of our data, our customers' data or other third parties`data, and if we are unable to do so, our business may be harmed.**

 

We rely heavily on the use and manipulation oflarge amounts of data and on the secure and continuous use of our internalcomputers, communication networks and software and hardware systems. We haveimplemented and maintain physical and software security measures to preserveand protect our computers, communication, and hardware and software systems aswell as our data, our customers' data and other third parties` data. Thesemeasures are intended to safeguard against loss, corruption andmisappropriation caused by system failures or unauthorized access. We have alsoentered into confidentiality agreements with our employees, consultants,customers and collaborators who have access to such confidential or proprietaryinformation. 

 

However, these methods may not protect us againstfire, storm, flood, power loss, earthquakes, telecommunications failures,physical or software break-ins and similar events. In addition, these measuresmay not be sufficient to prevent unauthorized access, use or publication ofsuch proprietary data. A party who is able to circumvent our security measurescould misappropriate or destroy proprietary information or cause interruptionsin our operations. In addition, a party who obtains unauthorized access to ourproprietary data or breaches a confidentiality agreement with us could publishor transfer large portions or all of our proprietary data. Such publication ofproprietary data could materially harm our intellectual property position,thereby seriously harming our financial condition. We also could be subject toliability claims by our customers or other third parties who have submittedtheir proprietary data to us. These security problems, if significant, couldharm our operations and even cause our business to cease.

*** ***

**We may be subject to claims related to hazardouschemicals and radioactive and biological materials that we use, and theseclaims may harm our business.**

 

Our research and development activities in somecases involve the controlled use of biological and chemical materials, a smallamount of which could be considered to be hazardous. We also have thefacilities for safe use and handling of radioactive materials. To ourknowledge, our work is performed substantially in accordance with allapplicable environmental regulations. However, we cannot eliminate the risk ofaccidental contamination or discharge of any of these materials. If hazardousbiological or chemical materials in our possession were to be improperly used,this could result in harm to persons or property and we could be subject toboth civil damages and criminal penalties. In such event, our liability may exceedour insurance coverage. In addition, our insurance policy does not coverdamages that result from radioactive contamination.

**12** 

 

**The development and marketing of products based on ourdiscoveries are subject to governmental regulation and the receipt of regulatoryapprovals, and if we or our collaborators or licensees fail to receive suchapprovals, our business may be materially harmed.**

 

The development and marketing of therapeutic and diagnostic productsrequires obtaining regulatory approvals to such effect. The process ofobtaining regulatory approvals for therapeutic or diagnostic products based onour discoveries in the United States and in other countries can be lengthy and complex.Changes in legislation and in guidelines and policies made pursuant to suchlegislation could increase the complexity and the length of the process ofobtaining such regulatory approvals. Even if and once we or our collaboratorsor licensees obtain regulatory approval for products based on our discoveries,these products may be subject to continuous regulatory review. Products basedon our discoveries that are found to be unsuitable for human consumption, forexample due to the causation of unwanted side effects, may result in thewithdrawal of such products from the market. 

 

Neither we, nor our licensees or collaborators,have yet applied for or received any regulatory approvals for any therapeuticor diagnostic products based on our discoveries. Such approvals are alsorequired for conducting clinical trials of products based on our discoveries.We intend to become involved in initial clinical development phases in thefuture, and we also expect to rely on our collaborators and licensees toadvance regulatory approval processes. However, we cannot be certain that we orour collaborators or licensees will be able to obtain such approvals for anyproduct or product candidate that we may develop. 

 

If we or our collaborators or licensees fail toobtain required regulatory approvals, our collaborators or licensees may beprevented from producing or marketing therapeutic or diagnostic products basedon our discoveries. This will in turn reduce our chances of receiving paymentfrom our collaborators and licensees relating to attaining developmentalmilestones or to the sale of therapeutic and diagnostic products based on ourdiscoveries and as a result, our business may be materially harmed. 

*** ***

***Factors Related to Intellectual Property***

*** ***

**We may not be able to protect our non-patentedproprietary data, technologies or discoveries, and this may materially harm ourbusiness.**

** **

We rely heavily on our proprietary know-how andtrade secrets that we develop and that are not protectable or protected bypatents. We employ a number of measures to ensure that our know-how and tradesecrets will not be disclosed outside our organization, and to the extent thatthey may be, we make extensive use of confidentiality agreements. However,these measures may not provide adequate protection for our trade secrets andknow-how. Our business collaborators, employees, advisors and consultants maydisclose our proprietary know-how or trade secrets in violation of theirobligations to us. We may not be able to meaningfully protect our rights in ourproprietary know-how or trade secrets against such unauthorized disclosure andany consequent unauthorized publication. 

 

If we are not able to adequately protect ourproprietary know-how and trade secrets, competitors may be able to developtechnologies and resulting discoveries and inventions that are the same or similarto our own discoveries and inventions. This could erode our competitiveadvantage****and materially harm our business.

**13** 

 

**We may not be able to obtain or maintain patentprotection for our inventions that relate to genes and gene-based products, andif we fail to do so, our business will likely be materially harmed.**

** **

The success of our business depends, in large part,on our ability to obtain and maintain patents that cover our therapeutic anddiagnostic product candidates. We have applied for patents covering ourtherapeutic and diagnostic product candidates as well as aspects of some of ourtechnologies. To date we have been granted a total of seven patents, of whichfive are US patents, one is a European patent and one is an Australian patent.We plan to continue to apply for patents as we deem appropriate, but we cannotassure you that our patent applications will be accepted, or that they will beaccepted to the extent that we seek. 

 

Additionally, the processof obtaining patents for inventions that cover our genes and gene-basedproducts is uncertain for a number of reasons, including:

●*       *the patenting of genes and gene-based inventions isa relatively new field of law that involves complex legal issues, many of whichhave not yet been settled; 

●*       *legislative and judicial changes, or changes in theexamination guidelines of governmental patent offices may negatively affect ourability to obtain genes and gene-based patents;

●*       *in view of the finite number of human genes, weface intense competition from other biotechnology and pharmaceutical companieswho have already sought patent protection relating to gene and gene-baseddiscoveries that we may intend to develop and commercialize; 

●*       *part of our discovery efforts are aimed atdiscovering novel variants of gene-based therapeutic products that belong tothird parties and, as such, those third parties may have already acquiredintellectual property rights that precede and prevent us from obtaining patentprotection for our variants;

●*       *publication of large amounts of genomic data bynon-commercial and commercial entities may potentially hinder our ability toobtain sufficiently broad patent claims for our inventions;

●*       *even if we succeed in obtaining patent protection,such protection may not be sufficient to prevent third parties from using ourpatented inventions; and

●*       *even if we succeed in obtaining patent protection,our patents could be partially or wholly invalidated. 

 

If we do not succeed in obtaining patent protectionfor our inventions to the fullest extent for which we seek protection, ourbusiness and financial results will likely be materially harmed.

 

**The existence of third party intellectual propertyrights may prevent us from developing our discoveries or require us to expendfinancial and other resources to be able to continue to so.**

** **

In selecting a therapeutic or diagnostic productcandidate for development, we take into account, among other considerations,the existence of third party intellectual property rights that may hinder ourright to develop and commercialize that product candidate. The human genomic pool is finite. To our knowledge, thirdparties, including our competitors, have been filing wide patent applicationscovering an increasing portion of the human genomic pool. In the future,we may be unable to continue and extract or use new discoveries, since suchdiscoveries will be protected by third party intellectual property rights,which precede our own. The existence of these third party rights isparticularly pertinent to our novel variants of known gene-based therapeuticproducts since in such circumstances third parties may have already acquiredintellectual property rights that encumber our own. 

**14** 

As a result of the existence of such third partyintellectual property rights, we may be required to:

●*       *invest substantial management and financialresources to in-license such third party intellectual property, and we cannotassure you that we will succeed in doing so on commercially reasonable terms,if at all; and 

●*       *forgo a particular development project even thoughit may have very promising scientific and commercial merits.

 

We do not always have available to us, in a timelymanner, information of the existence of third party intellectual propertyrights related to our own discoveries. The content of US and other patentapplications remain unavailable to the public for a period of 18 months fromtheir filing date. In some instances, the content of US patent applicationsremain unavailable to the public until the patents are issued. As a result, wecan never be certain that development projects that we commence will be free ofthird party intellectual property rights. If we become aware of the existenceof third party intellectual property rights only after we have commenced aparticular development project, we may have to forgo such particulardevelopment project after having invested in it substantial resources.

 

**We may infringe third party rights and may becomeinvolved in litigation, which may materially harm our business.**

 

Our business philosophy is to respect theintellectual property rights of third parties. Nevertheless, if a third partyaccuses us of infringing its intellectual property rights or if a third partycommences litigation against us for the infringement of patent or other intellectualproperty rights, we may incur significant costs in defending such action,whether or not we ultimately prevail. Typically, patent litigation in thepharmaceutical and biotechnology industry is expensive. Costs that we incur indefending third party infringement actions would also include diversion ofmanagement`s and technical personnel`s time and energy. In addition, partiesmaking claims against us may be able to obtain injunctive or other equitablerelief that could prevent us from further developing our discoveries orcommercializing our products. In the event of a successful claim ofinfringement against us, we may be required to pay damages and obtain one ormore licenses from the prevailing third party. If we are not able to obtainthese licenses at a reasonable cost, if at all, we could encounter delays inproduct introductions and loss of substantial resources while we attempt todevelop alternative products. Defense of any lawsuit or failure to obtain anyof these licenses could prevent us or our partners from commercializingavailable products and could cause us to incur substantial expenditures.

 

***Factors Related to our Ordinary Shares***

** **

**Holders of our ordinary shares who are****United  States****residents may be required to pay additional income taxes.**

 

There is a significant risk that we will beclassified as a Passive Foreign Investment Company, or PFIC. Our treatment as aPFIC could result in a reduction in the after-tax return to the holders of ourordinary shares and may cause a reduction in the value of these shares. For USFederal income tax purposes, we will be classified as a PFIC for any taxableyear in which either: (i) 75% or more of our gross income is passive income, or(ii) at least 50% of the average value of all of our assets for the taxableyear produce or are held for the production of passive income. For thispurpose, passive income includes dividends, interest, royalties, rents,annuities and the excess of gains over losses from the disposition of assetsthat produce passive income. If we were determined to be a PFIC for US Federalincome tax purposes, highly complex rules would apply to US taxpayers owningour ordinary shares. Accordingly, **YOU ARE URGED TO CONSULT YOUR TAX ADVISORSREGARDING THE APPLICATION OF THESE RULES**.

**15** 

 

As a result of our substantial cash position andthe relatively lower price of our stock through the beginning of 2003, there isa risk that we will be classified as a PFIC under the asset test described inthe preceding paragraph. There can be no assurance that we will not beclassified as a PFIC in the future, because the determination of whether we area PFIC is based upon the composition of our income and assets from time totime, and such determination cannot be made with certainty until the end of acalendar year. 

 

United States residents should carefully read"Taxation, United States Federal Income Tax Consequences" under "Item 10.Additional Information" for a more complete discussion of the US Federal incometax risks related to owning and disposing of our ordinary shares. 

 

**Our business is difficult to evaluate because we have alimited history of operations and because we operate in industries that areconstantly evolving, and this may result in our shares trading at a discount orin our share price being volatile.**

 

Since our incorporation in 1993, our researchfocus, the products that we developed and our business model have beencontinually evolving. Some of the products that we sold and some of thetechnologies that we developed, no longer constitute part of our business (forinstance, the LabOnWeb and the Bioccelerator product line), and some of theproducts that in the past were considered part of our core business (forinstance, Oligo Libraries and Genecarta), are no longer considered to be so. Inaddition, since 1998, part of our business has involved the discovery anddevelopment of therapeutic and diagnostic product candidates. Therapeuticproducts are typically developed over a period of approximately 12 years andthe development period for diagnostic products is typically four years. Forthese reasons, we have a history of operations in which we believe there isinsufficient information to identify a historical pattern. 

 

Even if we could discern an historical pattern forour operations, the continuously evolving nature of the biotechnology andpharmaceutical industries in general and our business in particular would makeit very difficult to identify any meaningful information. Therefore, it wouldalso be difficult to make any projections about the future of our operations. 

 

These difficulties may result in our ordinaryshares trading at a discount or the market price of our shares to be volatile. 

** **

**Our share price has been volatile and we believe thatit is likely to continue to be volatile.**

 

The market price of ourordinary shares has been highly volatile and we believe that it is likely tocontinue to be volatile. This is due to the risks and uncertainties describedin this annual report, as well as other factors, including:

●*       *general economic conditions, including those thatspecifically relate to life science-related industries; 

●*       *actual or anticipated fluctuations in our operatingresults; 

●*       *changes in expectations as to our future financialperformance or changes in financial estimates by the investment community;

●*       *technological innovations by us or by ourcompetitors; 

●*       *investors' perceptions or changes in marketvaluation of biotechnology companies in general; 

●*       *relatively low volumes at which our shares havebeen traded at in the past and at which they may continue to trade; and

●*       *the operating and share price performance ofcomparable companies.

**16** 

 

In addition, the market prices of equity securitiesof companies that have a significant presence in Israel may also be affected bythe changing security situation in the Middle East and particularly in Israel.As a result, these companies may experience difficulties in raising additionalfinancing required to effectively operate and grow their businesses. Suchfailure and the volatility of the securities market in general, and our shareprice in particular, may affect our ability to raise additional financing inthe future. Market and industry fluctuations may adversely affect the tradingprice of our ordinary shares, regardless of our actual operating performance. 

 

**Our share price may decline if our operating resultsfluctuate and/or if we fail to meet the expectations of the investmentcommunity.**

****

Our quarterly operatingresults have fluctuated in the past and we believe that they will do so in thefuture. For example, our net loss in the 1st quarter of 2004 wasapproximately $3.0 million and our net loss in the 2nd quarter of2004 was approximately $3.4 million. These fluctuations may cause our shareprice to fluctuate significantly. If our operating results fail to meet theexpectations of the investment community, this may cause fluctuations in ourshare price. Consequently these results should not be relied upon asindications of future performance, and comparisons of quarterly results ofoperations may not be meaningful. Our operating results may fluctuate as aresult of:

●*       *our rate of success and timing of entering intotransactions for the commercialization of our discoveries;

●*       *a decrease in the financial resources available toour customers, collaborators or licensees; 

●*       *increased competition and the timing of the releaseof products and data by our competitors and academic and other non-profitorganizations; 

●*       *inflation/deflation in Israel or changes inthe conversion rate between New Israeli Shekel and other currencies;

●*       *the outcome and length of conflicts in the Middle East;

●*       *the time within which our collaborators may developour therapeutic and/or diagnostic product candidates into revenue-producingproducts; and

●*       *a decrease in our entitlement to receive researchand development grants and certain tax benefits from the Israeli government.

 

**Provisions of Israeli law may delay, prevent or affecta potential acquisition of all or a significant portion of our shares or assetsand therefore depress the price of our stock.**

** **

Israeli corporate law regulates acquisitions ofshares through tender offers. It requires special approvals for transactionsinvolving significant shareholders and regulates other matters that may berelevant to these types of transactions. The provisions of Israeli law maydelay or prevent an acquisition, or make it less desirable to a potentialacquirer and therefore depress the price of our shares. For information aboutthese limitations, see "Anti-Takeover Provisions under Israeli Law" Under "Item10. Additional Information". Further, Israeli tax considerations may makepotential transactions undesirable to us or to some of our shareholders. 

**17** 

** **

**Some of our existing shareholders can exert controlover us and may not make decisions that are in the best interests of allshareholders.**

** **

As of January 31, 2005, officers, directors, andshareholders holding more than 5% of our outstanding shares, collectivelycontrolled approximately 33.6% of our outstanding ordinary shares. As a result,these shareholders, if they act together, would be able to exert a significantdegree of influence over our management and affairs and over matters requiringshareholder approval, including the election of directors and approval ofsignificant corporate transactions. Accordingly, this concentration ofownership may harm the market price of our ordinary shares by delaying orpreventing a change in control of us, even if a change is in the best interestsof our other shareholders. 

 

In addition, the interests of this concentration ofownership may not always coincide with the interests of other shareholders, andaccordingly, they could cause us to enter into transactions or agreements thatwe would not otherwise consider.

 

**Our ordinary shares are traded on more than one marketand this may result in price variations.**

 

Our ordinary shares are traded primarily on theNasdaq National Market and on the Tel Aviv Stock Exchange. Trading in ourordinary shares on these markets is made in different currencies (US dollars onthe Nasdaq National Market, and New Israeli Shekels on the Tel Aviv StockExchange), and at different times (resulting from different time zones,different trading days and different public holidays in the United States andIsrael). Consequently, the trading prices of our ordinary shares on these twomarkets often differ. Any decrease in the trading price of our ordinary shareson one of these markets could cause a decrease in the trading price of ourordinary shares on the other market.

*** ***

***RisksRelating to Operations in******Israel***

** **

**Conditions in the****Middle East****and in****Israel****may harm our operations.**

 

Our principal offices and research and developmentfacilities and many of our suppliers are located in Israel. Political, economicand military conditions in Israel directly affect our operations. Since theestablishment of the State of Israel in 1948, a number of armed conflicts havetaken place between Israel and its Arab neighbors, as well as incidents ofcivil unrest, military conflicts and terrorist actions. There has been asignificant increase in violence since September 2000, which has continued withvarying levels of severity through to the present. This state of hostility hascaused security and economic problems for Israel. To date, we do not believethat the political and security situation has had a material adverse impact onour business but we cannot give you any assurance that this will continue to bethe case. Any hostilities involving Israel or the interruption or curtailmentof trade between Israel and its present trading partners could adversely affectour operations and could make it more difficult for us to raise capital. 

 

Our insurance does not cover losses that may occuras a result of events associated with the security situation in the Middle East.Although the Israeli government currently covers the reinstatement value ofdirect damages that are caused by terrorist attacks or acts of war, we cannotassure you that this government coverage will be maintained. Any losses ordamages incurred by us could have a material adverse effect on our business. Anyarmed conflicts or political instability in the region would likely negativelyaffect business conditions and could harm our results of operations.  

 

Further, in the past, the State of Israel and Israelicompanies have been subjected to an economic boycott. Several countries stillrestrict business with the State of Israel and with Israeli companies. Theserestrictive laws and policies may have an adverse impact on our operatingresults, financial condition or the expansion of our business.

**18** 

 

**Our results of operations may be negatively affected bythe obligation of key employees to perform military service.**

** **

Some of our key employees are obligated to performmilitary reserve duty and are subject to being called to active duty forextended periods of time under emergency conditions. To date, any calls toactive duty have not affected us materially. However, it is possible that therewill be additional call-ups in the future, which may have a material effect onus. The absence of one or more of our key employees due to military servicecould disrupt our operations. Any disruption in our operations may have anadverse impact on our business.

 

**Our results of operations may be adversely affected byinflation and currency fluctuations.**

** **

We generate a substantial portion of our revenuesand hold most of our cash, cash equivalents and marketable securities in USdollars but incur a significant portion of our expenses, principally salariesand related personnel expenses, in New Israeli Shekels. As a result, we are exposed to the risk that the US dollar will bedevalued against the New Israeli Shekel. Inaddition, we are exposed to the risk that the rate of inflation in Israelwill exceed the rate of devaluation of the New Israeli Shekel in relation tothe dollar or that the timing of any devaluation may lag behind inflation in Israel.However, since a significant portion of our expensesare the cost of our salaries, which we pay in New Israeli Shekel, we believe that this risk is not significant. Ifthe US dollar cost of our operations in Israel increases, our dollar-measuredresults of operations will be adversely affected. Our operations could also beadversely affected if we are unable to guard against currency fluctuations inthe future. To date, our business has not been materially adversely affected bychanges in the Israeli rate of inflation or by fluctuations in the US dollar -New Israeli Shekel exchange rate. We do not currently hedge against fluctuationsin the US dollar - New Israeli Shekel exchange rate with financial instruments.

** **

**We may not continue to receive research and developmentgrants and may not continue to be entitled to certain tax benefits from theIsraeli government.**

 

We currently receive research and developmentgrants and are entitled to certain grants and tax benefits under Israeligovernment programs. 

 

We receive funds in support of some of our researchand development programs from the Office of Chief Scientist of the IsraeliMinistry of Industry Trade and Labor. To maintain our eligibility to receivethese funds, we must file periodic reports and pay royalties with respect tosome of the grants that we received. From time to time, we submit requests foradditional research and development funds from the Office of Chief Scientist.However, we cannot assure you that we will continue to receive funds from theOffice of Chief Scientist at the same rate, if at all. In addition, the Officeof Chief Scientist funding programs restrict our ability to transfer thetechnologies funded by these grants outside of Israel (for more information,see "Item 5.****Operating and Financial Review and Prospects; Researchand Development, Patents and Licenses; Israeli******GovernmentResearch and Development Programs"). 

 

Israeli law and regulations prescribe that after June 30, 2005 no further new funding will be available from the Office of Chief Scientist.This date is an extension of earlier deadlines that have been repeatedlyextended, and it is possible that this latest deadline may be again extended.There can be no assurance that new benefits will be available after June 2005,however benefits already granted will stay in effect throughout each plan`speriod.

 

The tax benefits that we are entitled to receive area function of the "approved enterprise" status of our existing facilities in Israel(for more information, see "Item 5. Operating and Financial Review andProspects; Operating Results; Governmental Economic, Fiscal, Monetary orPolitical Policies that Materially Affected or Could Materially Affect ourOperations"). To date we have not received any such tax benefits because wehave not generated any taxable income to date. To maintain our eligibility forthese tax benefits, we must continue to meet certain conditions, includingmaking specified investments in fixed assets and financing a percentage ofinvestments with share capital. 

**19** 

The termination or reduction of the Office of ChiefScientist funding programs that we receive, could have a material adverseeffect on our business, financial condition and results of operations.******Ifthese funding programs are terminated or reduced, we could lose a significantsource of revenue.  

 

If we cease to become entitled to tax benefits, wemay be required to pay increased taxes on the taxable income that we maygenerate in the future from funded technology. 

 

**It may be difficult to enforce a****US****judgment against us, or our officers and directors or to assert US securitieslaw claims in****Israel****.**

** **

Service of process upon us, since we areincorporated in Israel, and upon our directors and officers and our Israeliauditors, almost all of whom reside outside the United States, may be difficultto obtain within the United States. In addition, because substantially all ofour assets and almost all of our directors and officers are located outside the  United States, any judgment obtained in the United States against us or anyof our directors and officers may not be collectible within the United States.

**20** 

### ITEM 4.                  INFORMATION ON THE COMPANY

 

**History and Development of theCompany******

Our legal and commercial name is Compugen Ltd. Wewere established as a corporation under the laws of the State of Israel in1993, and we operate under the laws of the State of Israel. Our principal officesare located at 72 Pinchas Rosen Street, Tel Aviv 69512, Israel, and ourtelephone number is +972-3-765-8585. The principal offices of Compugen USA,Inc. (formerly known as Compugen, Inc.), our wholly-owned US subsidiary, arelocated at 560 S. Winchester Blvd., Suite 500, San Jose, California95128, and itstelephone number is (408) 236-7336. Ourprimary Internet address is www.cgen.com. None of the information on ourwebsites is incorporated by reference into this annual report. 

We initially developed a computer hardware systemand software applications to accelerate homology searches of biologicalsequences. This system and those applications were commercialized under thename "Bioccelerator" since 1994. In 2003, we sold the Bioccelerator product line(for more information regarding the sale of our Bioccelerator product line, seeNote 3 of our 2004 Consolidated Financial Statements). The purpose of divestingthe Bioccelerator product line, was to enable us to focus on the enhancement ofour discovery engines and on the discovery of novel therapeutic proteins anddiagnostic markers. 

 

In 1997, we incorporated our wholly-owned USsubsidiary, Compugen USA, Inc. We conduct a large portion of our businessdevelopment and marketing operations from the US.

 

Since 1997, we directed a significant portion ofour activities to the development of technologies that allow molecularbiologists to obtain significantly more information and more valuableinformation from genomic and related databases. An important aspect of thetechnologies that we developed is the analysis and rearrangement - also knownas clustering and assembly - of genomic and expressed sequence data in order toprovide information that can lead to the discovery of new genes and gene-basedproducts, including mRNAs and proteins. This clustering and assembly technologycan lead and has led to our discovery of novel genes and gene-based products,including novel mRNAs and proteins. Some of these discoveries have beendiscoveries of "splice variants". Splice variants are the product of thealternative splicing of a gene, before it encodes a protein. Such splicing mayaccount for the expression of more than one protein from the same gene.

 

Since 1997, we have been developing our coretechnology, our LEADS computational biology platform. This platform analyzesgenomic and expressed sequence data to enable rapid discovery of genes, splicevariants and gene function. Our LEADS computational biology platform solvesquantitative and qualitative problems inherent in the analysis of expressedsequence tag, or EST, data and allows molecular biologists to quickly identifygenes from gene fragments. The LEADS computational biology platform improvesthe quality of available genomic and expressed sequence data. Throughout theyears, we licensed use of this technology to a number of pharmaceutical andbiotechnology companies, including Pfizer Inc., Novartis Pharma A.G. and AbbottLaboratories. We have also sold the output of LEADS to other commercial andacademic entities.

 

In 1998, we established our biology laboratory, theinitial purpose of which was to validate our computationally generatedpredictions. Subsequently, we recognized that there is vast potential indiscovering and developing novel therapeutic and diagnostic product candidates,rather than merely validating our computational capabilities and technologies. 

 

In August 2000, we sold 5,000,000 of our ordinaryshares in the initial public offering of our shares on the Nasdaq NationalMarket at $10.00 per share. In September 2000, we sold an additional 750,000ordinary shares upon the exercise by our underwriters of their over-allotmentoption. In January 2002, we listed our shares for trading on the Tel Aviv StockExchange (TASE).  

**21** 

Since 2000, we applied our technologies, includingour LEADS computational biology platform, to the development of solutions foraddressing challenges in the fields of functional genomics, which is the studyof gene expression and gene function. We designed probes, which are short nucleotidesequences designed to be uniquely representative of much larger correspondinggenes. Probes that we designed can be used for gene expression experiments. Theprobes that we designed served as the basis for our Oligolibraries products. In2001, we entered into a joint license and marketing agreement withSigma-Genosys for the development, marketing and production of ourOligolibraries products. This agreement terminated on December 31, 2004. Following termination of our agreement with Sigma-Genosys, we do not activelymarket our Oligolibraries products in order to focus on the enhancement of ourdiscovery engines and the discovery of novel therapeutic proteins anddiagnostic markers. 

 

In 2001, we commenced to market our Genecartaproduct. Genecarta is a user-friendly database application that allowsscientists in the field of genomics, functional genomics and proteomics toeasily use the results of analyses performed with our Leads computational biology platform. We have licenses foruse of our Genecarta still in force. However, we no longer actively market theGenecarta product in order to focus our resources on the enhancement of ourdiscovery engines and the discovery of novel therapeutic proteins anddiagnostic markers.

 

Since 2002, we have been focusing on the discoveryof novel therapeutic proteins and diagnostic markers. During 2003 and 2004 weexpanded our biology laboratory by, among other things, expanding its floorspace and adding new functions and equipment. We also recruited experts for thepurpose of strengthening our protein expression, production, purification andanalysis capabilities. By using our proprietary discovery engines and othertechnologies and by focusing on therapeutic proteins (proteins which arethemselves drugs and which are usually administered by injection) anddiagnostic markers (which indicate the presence or absence of a physiologicalcondition, such as a disease), we have discovered novelproteins with potential applications in the therapeutics and diagnosticsfields. We seek to generate revenue from commercializing the noveltherapeutic protein and diagnostic markers that we discover, by pursuingcommercial relationships with potential collaborators and licensees, includingleading diagnostic, biotechnology and pharmaceutical companies.

** **

In 1999, we established adivision focusing on agricultural biotechnology and plant genomics. On January 1, 2002, we transferredthe business of this division to a majority-owned subsidiary, Evogene Ltd. Weentered into this transaction as part of our continuing efforts to focuson the enhancement of our discovery engines and the discovery of noveltherapeutic proteins and diagnostic markers. For more information about thistransaction and our holdings in Evogene, see Item 7, "Major Shareholders andRelated Party Transactions. Related Party Transactions. Evogene Ltd.".

 

In the field of proteomics, we developed and,through 2004, commercialized the Z3 and Z4000 software products. These productsused advanced computational techniques to carry out pattern recognitionanalyses and image processing to analyze the results of certain proteinseparation experiments. In 2004 we ceased to market these products in order tofocus on the enhancement of our discovery engines and the discovery of novel therapeuticproteins and diagnostic markers.

 

In 1999, we established achemistry division to carry out a researchprogram in which we integrated the disciplines of organic chemistry withphysics and advanced computational technologies for the development of a methodto identify small molecule lead compounds for protein targets, which does notrely on protein structure information or high-throughput screening of verylarge compound libraries. This transaction by which we created KeddemBioscience was part of our continuing efforts to focus on the enhancement ofour discovery engines and the discovery and development of novel therapeuticproteins and diagnostic markers. On August 1, 2004 we turned our chemistrydivision into a wholly owned subsidiary by transferring all of our assets and liabilities that were dedicated to theoperation of our chemistry divisioninto Keddem Bioscience.

**22** 

 

##### Business Overview 

 

We are a drug and diagnostic discovery company. Weincorporate ideas and methods from mathematics, computer science and physicsinto biology, chemistry and medicine. We believe that this capability resultsin powerful predictive models, discovery engines and related technologies,which are both advancing our understanding of important biological phenomena andenabling us to discover potential therapeutic proteins and diagnostic markers. 

 

We developplatforms, discovery engines and related technologies that enable the discoveryand analysis of genes and gene-based products, including mRNAs and proteins.These platforms include our LEADS computational biology platform, and ourdiscovery engines, including our protein variant discovery engine and ourdiagnostic biomarkers discovery engines.

 

Our discovery engines and related technologies, which we base on our LEADS computational biologyplatform, provide us with a deeper understanding of important biologicalphenomena, such as alternative splicing, naturally occurring antisense and RNAediting sites in the human genome. Our discoveryengines and related technologies also enableus to identify and prioritize potential drug targets, therapeutic proteins anddiagnostic markers in our internal discovery efforts, thereby constantlyfeeding our therapeutic proteins and diagnosticmarkers pipeline with novel putative therapeutic and diagnostic productcandidates. Using our discovery engines, we haveidentified a variety of novel genes with potential applications in therapeuticsand diagnostics. 

 

Our discovery engines together with our relatedtechnologies have already formed the basis for abroad discovery-based collaboration with Diagnostic Product Corporation,for the development and commercialization of diagnostic products based on theoutput of our diagnostic discovery engines. We intend to continue to focus onlicensing-out our novel therapeutic and diagnostic product candidates, which wediscovered and continue to discover internally or with our collaborators, topharmaceutical, biotechnology and diagnostics companies, with the aim that theywill develop and commercialize our discoveries into therapeutic or diagnosticproducts. In these commercial arrangements we seek to receive payments upon thesuccessful completion of certain predetermined developmental stages andmilestones, and royalties from the sales of the drugs and/or diagnostics kits,which will be based on our discoveries.

 

***Background****- **Pharmaceutical andBiotechnological Research and Development***

 

*Biological Processes -*****Thecharacteristics of all living organisms are determined by DNA, a molecule foundin virtually every living cell. DNA is comprised of pairs of four types ofsmall chemical units, each called a nucleotide. DNA contains genes, which arecomprised of thousands of nucleotides. The Human Genome Project, aninternational research program designed to construct detailed genetic maps ofthe human genome (that is, all of the genetic information contained in thehuman genes), demonstrated that the human genome consists of a total ofapproximately 3 billion nucleotides. These nucleotides are arranged in up to25,000 genes.

 

Cells carry out most of their biological functionsby means of proteins. The production of proteins is encoded by DNA through aprocess known as gene expression. Therefore, by identifying a gene, it ispossible to identify a protein or proteins that are expressed from that gene.The first stage of gene expression is transcription, which involves thematching of the DNA nucleotides in a gene with the nucleotides of a relatedmolecule called messenger RNA, or mRNA. mRNA then instructs the cell to producea protein by a process known as translation. Proteins are the molecules thatregulate or perform most of the physiological functions of the body. 

**23** 

 

*Diagnostic Markers* - A major aspect of thepharmaceutical and biotechnological research and development process is theidentification of diseases and other physiological conditions. The levels ofpresence or absence of proteins or other molecules, may give information aboutthe presence or absence of a disease or a particular stage of a disease orother physiological condition. A molecule that provides this information isknown as a "diagnostic marker". For example, the presence or abnormal increasedpresence of a certain protein in blood may indicate a cancerous condition. Inorder to develop a diagnostic marker, it is first necessary to identify acorrelation between, on the one hand, the presence or levels of presence of amolecule and, on the other hand, a disease or other physiological condition.Once such a correlation is identified, it is then necessary to develop a methodfor identifying the correlation. The task of developing such method that willbe easy to perform, sensitive, with high predictive value, safe, inexpensiveand covering an attractive market segment, is a challenge faced by thediagnostics, pharmaceutical and biotechnological industries.

* *

*Therapeutic Proteins -*In some cases, theprotein itself may be a drug. A familiar example of such a drug is insulin,which is a protein. This category of proteins is referred to as therapeuticproteins, because use or administration of the protein itself may have theeffect of preventing, treating or curing a disease. 

* *

*Drug Targets -* In other cases, a protein maybe a target to which a drug binds, and is known as a drug target. By increasingor decreasing the amount of a target protein or by activating or inhibiting itsactivity, a disease may be prevented, treated or cured. 

 

*Challenges -*We believe that increasing the probability of successfully discovering anddeveloping new therapeutic drugs and diagnostic products is the principalchallenge that the pharmaceutical and biotechnology industries face today. Thischallenge is a direct result of the lack of sufficient predictability in thedrug discovery and development process. This problem becomes even morepronounced as the increase in the amount of data and knowledge available toscientists out paces the rate at which new drugs are developed based on thatinformation. One of the outcomes of the insufficientpredictability in the drug discovery and development process is the highfailure rate and large expense associated with developing drugs. Typically, tento 12 years elapse from the time that research begins to the time that a drugcan reach the market. This process, on average, is estimated to cost more than$800 million per drug, taking into account the expenses of development of drugsthat ultimately do not reach the market. 

 

***Our Approach to Biotechnological Research***

 

We believe that there is increasing pressure in thepharmaceutical, biotechnology and the diagnostics industries to discover anddevelop effective and cost effective drugs and diagnostic products. Byincorporating ideas and methods from mathematics, computer science and physicsinto biology, chemistry and medicine, we attempt to discover novel potentialtherapeutic proteins and diagnostics markers, on the basis of which ourcollaborators and licensees may be able to develop novel drug and diagnosticproducts. Over approximately the past decade, we havebeen developing technologies, including our discoveryengines, which enable researchers to accurately identify genes, mRNAs, andproteins that can be the basis for the development of therapeutic anddiagnostic products of interest. Ourmultidisciplinary discovery process combines sophisticated mathematicalmodeling with experimental "wet" biological validation in an iterative processthat is designed to investigate biological phenomena and discover potentiallyvaluable drug targets, therapeutic proteins and diagnostic markers. 

 

Our discovery cycle relies on an iterative processof predictive modeling followed by hypothesis-driven experimentation, yieldingdiscoveries, which in turn, facilitates the improvement of the predictivemodels, thereby increasing the probability of making additional discoveries inthe future. This process nurtures the continuing improvement and enhancement ofour discovery engines and related technologies. 

**24** 

 

We believe that the mathematical modeling ofsignificant biological phenomena will lead us to better research capabilitiesand to more efficient and effective discovery of potential therapeutic anddiagnostic product candidates. We further believe that our increasingunderstanding of biological phenomena can make certain key aspects oftherapeutic and diagnostic products discovery and development shorter, morepredictable and more efficient processes. 

 

We believe that the understanding of one biologicalphenomenon that is derived from an understanding of other biological phenomenais made possible as life sciences transform and mature from largelyobservational to more predictive. We believe that a deeper understanding ofbiological phenomena is useful for drug discovery. Our belief is supported bydiscoveries of novel genes and gene-based therapeutic and diagnostic productcandidates that we have already made and that have resulted from our modelingof biological phenomena. Below are three examples of biological phenomena thatwe have modeled and are researching:

●*       **Alternative Splicing* - alternative splicingis a biological phenomenon whereby a single gene may express more than oneprotein. Since 1997, by applying our proprietary LEADS computational biologyplatform to the analysis of publicly available genomic information, wediscovered that the phenomenon of alternative splicing occurs in at least 30%of human genes. Previously, scientists believed that alternative splicingoccurred in only a very small number of genes. By having identified thewide-spread nature of the alternative splicing phenomenon and having developedthe computational technologies to identify it, we are able to discover unknownproteins that are encoded by known genes. Now alternative splicing is commonlyassumed to occur in the majority of genes. 

●*       **Antisense* - antisense is a biologicalphenomenon of the existence of two genes that are located on opposite strandsof DNA and, therefore, have complementary nucleic acid sequences. In 2002, byapplying our proprietary LEADS computational biology platform to the analysisof publicly available genomic information, we discovered that the phenomenon ofnaturally occurring antisense in the human genome was significantly more commonthan previously believed. We identified hundreds of antisense pairs of genesand published our findings in the April 2003 issue of Nature Biotechnology,Volume 21, No. 4. 

●*       **RNA Editing* - RNA editing is a biologicalphenomenon in which small nucleotide changes occur in RNA after itstranscription from DNA. Although it has been known that RNA editing is anessential factor for mammalian development and although recent evidence hassuggested that it may be a fairly common phenomenon, very few RNA editing siteshad been actually discovered and it was generally believed to be impossible tosystematically discover such sites with current experimental and computationalprocedures and tools. We developed and proved systematic identification ofadenosine to inosine (A to I) RNA editing sites in the human transcriptome, andincreased the number of known A to I RNA editing sites from approximately 100to 12,723. Our discovery was published in the August 2004 issue of NatureBiotechnology, Volume 22, No. 8. 

*** ***

***Challenges in Converting Genomic Data intoUseful Information***

** **

One of the key requirementsfor successful genomics-based drug and diagnostic discovery is the competentanalysis of raw genomic and related data. In recent years, both public andprivate endeavors, including the Human Genome Project, have created vastamounts of raw genomic and related data. These endeavors led to the publicationof the first complete sequence of the human genome in April 2003. Althoughthese sets of data represent vast amounts of scientific information, they aredifficult to analyze. This difficulty is a function of many factors, including:

●*       *the complexity of underlying biological processessuch as the processes of transcription of DNA into mRNA and the translation ofmRNA into proteins;  and 

●*       *the enormous quantity of available data and thehigh rate of occurrence of errors and inaccuracies in these data.

**25** 

 

We believe that a substantial amount of the usefulinformation contained in the raw data that already exists has not yet beenextracted or fully analyzed, particularly at the protein level. Conventionalbiology laboratory-based techniques have traditionally been a principal tool tounderstand and analyze biological data. However, techniques from the exact andcomputational sciences have become and increasingly continue to be importantanalytical tools as well. By using exact sciences and computational techniques,it is possible to quantitatively analyze vast amounts of data and to createmathematical models to predict structures and processes in the fields ofbiology, chemistry and medicine. We believe that the use of such techniques hasthe potential to significantly improve the research and development processesin the pharmaceutical, biotechnology and diagnostics industries. The followingare some important challenges in applying exact sciences and computationaltechniques to the analysis of biological data:

 

*Computational Challenge, Vast Amounts of Data*-**Public databases today contain millions of randomly arranged short mRNAsegments, each representing a short fragment of a gene. In order to extract thefull coding sequence of the gene from this data, scientists must be able toeffectively cluster and assemble these numerous segments, called expressedsequence tags, or ESTs, into meaningful biological sequences.

 

*Computational Challenge, Multiple Sources ofData*  *-*Today, a large number of databases and datasources exist, both public and commercial. We believe that valuable unrevealedinformation exists in the combination of all the data within these databases,which is not possible to extract or reach by analyzing each of the databases byitself, or even by cross referencing the analysis of these databases. 

 

*Experimental Challenge, Errors and Anomalies*- Experimental errors and anomalies, including sequencing errors, the fusion oftwo nucleotide sequences from different loci (known as chimeric events) andcontaminations, introduce errors into data and complicate its analysis.

 

*Biological Challenge, Discovering and ModelingNew Biological Phenomena*- One of the challenges that molecular biologyscientists face today is how to discover and model unknown biological phenomenaby analyzing the vast amount of available genomic information. Discovery ofthese phenomena is difficult as a result of the complexity of biologicalsystems and the existence of random occurrences that create "noise". Themodeling of biological phenomena is important for use in genomic analysis andpredictions. We believe that, in general, failure to identify and account forkey biological phenomena may lead to erroneous analysis and predictions ofgenomic data. Three examples of biological phenomena in which we gained adeeper understanding are alternative splicing, naturally occurring antisenseand RNA editing, which are described above.

** **

**Our Enabling Technologies**

 

***OurLEADS Computational Biology Platform***

* *

Our core technology and primaryarea of expertise is the modeling of biological phenomena and applying thismodeling to the analysis of biological data. This technology and expertise,which includes our clustering and assembly technology, has enabled us toefficiently and effectively extract valuable information from genomic,proteomic and related databases. Our LEADS computational biology platformanalyzes genomic and expressed sequence data to enable rapid discovery ofgenes, mRNAs, and proteins, including their splice variants, and respectivefunctions. Our LEADS computational biology platform, which is continuously updated with newinformation and insights, accurately models a wide variety of complexbiological phenomena and provides a comprehensive research infrastructure, facilitatingthe discovery of therapeutic and diagnostic product candidates and otherbiological products. It solves quantitative and qualitative problemsinherent in the analysis of EST data, thereby improving the quality ofavailable genomic and expressed sequence data by, among other things:

●*       *eliminating overlapping regions of sequencesbelonging to the same gene, thus reducing the size of the databases and theamount of required analysis;

●*       *clustering together numerous EST fragments believedto belong to the same gene and assembling them, thereby creating a fullerpicture of gene structure;

**26** 

●*       *detecting and correcting sequencing errors; 

●*       *detecting and accounting for instances ofalternative splicing and antisense;

●*       *detecting other experimental anomalies, includingchimeric sequences, and contaminations; 

●*       *automatically annotating the resulting sequences;

●*       *predicting the location of EST fragments on thegenomic backbone; and

●*       *predicting the translation results of the mRNAsplice variants into protein or peptide sequences. 

 

***Discovery Engines***

 

Our discovery engines areproprietary technologies that extend the capabilities of our LEADS platform byincorporating sophisticated search and analysis algorithms. Our discoveryengines are designed to enable our researchers to identify proteins and mRNAswith desired properties, intended to render these proteins and mRNAs suitablefor therapeutic and diagnostic development. A key input for our discoveryengines is the comprehensive view of predicted genes, mRNA transcripts, splicevariants and proteins, and detailed functional annotations provided by ourLEADS computational biology platform. The power of our engines result from ourability to continuously incorporate into these engines information that weobtain from both our internal discovery efforts and external sources, such asour extensive database of human genome and related annotations, and from ouriterative research process that continuously improves our engines over time. 

 

We use our discoveryengines and related technologies in our internal drug and diagnostics discoveryefforts to facilitate the creation of our therapeutic proteins and diagnosticmarkers pipelines. Although to date, we have used our discovery engines todiscover therapeutic and diagnostic product candidates, our approach may beequally useful for the discovery and selection of potential targets for smallmolecules, antibodies and other types of drugs.

 

*Therapeutic ProteinDiscovery Engine -*The therapeutic proteindiscovery engine is an example of one of our discovery engines. It is designedto identify novel splice variants of proteins that are known to have atherapeutic utility. It does so by combining output of our LEADSanalysis and knowledge that we generate from ourmodeling of biological phenomena with biological and medical information about known therapeutic proteins that arealready marketed or being developed by others. This engine also enables theselection of proteins based on their predicted biological properties such asthe existence of a signal peptide, which is a biological signal on the proteindirecting it to be secreted out of the cell into the blood stream. Theinput into our therapeutic protein discoveryengine is analyzed by proprietary software and automated processes, and isthereafter manually analyzed by our scientists and consulting experts. Thisengine is designed to provide our scientists with the capability to discoverpotential therapeutic proteins with desired properties.

 

*Diagnostic BiomarkerDiscovery Engines -*Another example of ourdiscovery engines is our line of six diagnostic biomarker discovery engines.These engines are designated to identify novel transcripts and splice variantsof genes, mRNAs and proteins, that are differentially expressed in specifictissues or pathological conditions, and which may therefore serve as biomarkersfor diagnosis. Genes, mRNA and proteins that are involved in various diseasesmay be over-expressed in such conditions. Our approach to identify such genes,mRNAs and proteins is to search *in-silico*for, among other things,patterns of over-expression, and then to attempt to verify these predictions byexperimental methods in our biology laboratory. The *in-silico*predictionsare based on a sophisticated analysis of genomic and expressed biologicalsequence data from both normal tissues and tissues with pathologies. 

 

We constantly update and improve our discoveryengines and related technologies as we gain additional knowledge from their useor from other research.

**27** 

 

**Our Products and Commercial Offerings**

 

***Our In-House Therapeutic Proteins andDiagnostic Markers Pipeline***

 

We use the capabilities of our discovery enginesand related technologies to create pipelines of gene-based products, includingmRNAs and proteins, that we believe to be potential therapeutic or diagnosticproduct candidates. Once we identify therapeutic or diagnostic productcandidates *in-silico,* we select candidate molecules for validation andfurther development in our biology laboratory. The molecules that we select toenter our pipeline, are those molecules that we believe are most likely tosucceed, based on a set of criteria that we continually develop and use in ourdiscovery process. The first biology laboratory activity that we carry out onthose molecules that enter our pipeline is to validate their existence innature at the RNA level. This is achieved bylaboratory techniques such as quantitative RT-PCR, which is a method forisolating and amplifying desired DNA sequences, and the use of microarrays,which can be used to detect the presence of mRNA in tissue. 

 

Thereare three principal selection criteria that we apply to select therapeuticprotein product candidates for validation and further development once weidentify them *in-silico*. Theseare:

●*       *Novelty and freedom to operate - we select proteinsthat are predicted to be novel and found not to be covered by third partypatents.

●*       *Close relationship with a known drug - in general,the chosen protein should be closely related to an already marketed drug or toone that is in advanced stages of development. In focusing on novel splicevariants of known drugs, we benefit from the availability of relevantbiological and medical information that relate to our novel splice variant. 

●*       *Pharmacological or other advantage - there shouldbe a reasonable probability that our selected protein variants will have apharmacological or other advantage over the related existing drugs, in termsof, for instance, efficacy, stability and non-toxicity, and such advantagesshould be relatively inexpensive to experimentally verify.

 

Thereare three principal selection criteria that we apply to select for validationand further development diagnostic product candidates that we identify *in-silico*.These are:

●*       *Novelty and freedom to operate - we selectmolecules that are predicted to be novel and found not to be covered by thirdparty patents. 

●*       *Differentiation between disease and healthyconditions - we select molecules that are predicted to be present in differentquantities in diseased and healthy human tissues respectively.

●*       *Biological characteristics - we select moleculesthat have biological features, which make them suitable for diagnosticdetection. For example, in the case of immunoassay-based diagnostic markers, weselect molecules that are predicted to be secreted into the blood stream andtherefore possibly detectable in blood. 

 

We believe that our approach to drug and diagnosticdiscovery makes it possible for us to continually feed our pipeline with noveltherapeutic and diagnostic product candidates. For example, the use of the therapeutic protein variant engine has resulted inthe selection of our initial therapeutic and diagnostic pipelines.  

**28** 

 

During the past three yearswe expanded our discovery and development activities. During 2003 and 2004 weexpanded our biology laboratory by, among other things, expanding its floorspace, adding new functions and equipment and recruiting experts for thepurpose of strengthening our protein expression, production, purification,assaying and analysis teams. At the same time, we are seeking to continue torecruit experienced personnel in various related fields, for the purpose ofbuilding our internal capabilities in order to further develop productsourselves should we decide to do so. We intend to generate revenue fromcommercializing our pipelines of therapeutic protein and diagnostic markerproduct candidates through commercial relationships with potentialcollaborators and licensees, including leading biotechnology, diagnostic andpharmaceutical companies.

 

***Genomics-BasedDiscovery Collaborations***

* *

We offer the discoveryengines that we use internally to create our pipelines, to our prospectivecollaborators, for the discovery anddevelopment of therapeutic and diagnostic product candidates within a givenarea of interest to them to match their profile of requirements. Bycollaborating with us, our prospective collaborators, primarilypharmaceutical, diagnostic and biotechnology companies,would be able to gain access to the advantages offered by use of ourproprietary discovery engines and multidisciplinary team of experts.Ultimately, these collaborations are intended to yield novel putative genes andgene-based products, including mRNAs and proteins, to enable our collaboratorsand licensees to develop and commercialize therapeutic and diagnostic productsbased on our discoveries. We seek to receive payments upon thesuccessful completion of predetermined development stages, and royalties fromthe sale of therapeutic and diagnostic products based on our discoveries. 

* *

##### Our Selected Customersand Collaborators

 

***Commercializing our in-house discoveries***

 

In August 2004, we entered into a broad pipeline discovery-based collaboration withDiagnostic Product Corporation, for the development and commercialization ofdiagnostic products based on the output of our diagnostic discovery engines,with an anticipated focus on cancer and cardiovascular disease. The terms ofthis agreement allow Diagnostic Product Corporation to develop andcommercialize immunoassay and nucleic-acid based diagnostic products that arebased on candidate biomarkers that we already discovered, as well as additionalcandidates that may arise out of the collaboration.

 

***Other Selected Customers***

 

*Novartis -* In July 2001, we entered into a three-yearLicense and Development Agreement with Novartis Pharma A.G., under which wegranted Novartis a non-exclusive license to use our LEADS computational biologyplatform for analyzing genomic and expressed data for Novartis` internalresearch and development activities in exchange for an annual license fee. InJuly 2002, we amended our agreement with Novartis, to pursue joint research andcollaboration relating to the design molecules for RNA interference. In May2003, we further amended our agreement with Novartis to design DNA probes andNovartis received an option to in-license our Genecarta viewer. We also enteredinto a Genecarta Access Agreement with Novartis effective as of July 2004,under which we granted to Novartis a license to use our Genecarta product for aterm of one year, with an option to extend this agreement for one additionalyear.  

 

*Abbott -* On December 31, 2002, we entered into a License Agreement with Abbott Laboratories, under which we granted Abbotta non-exclusive license to our LEADS computational biology platform for thesingle analysis of human genomic data and to our Genecarta viewer. On December 31, 2003, we amended the agreement, by extending the license to use our Genecartaviewer for an additional term of approximately fifteen months. 

**29** 

 

**Our Strategy******

 

In the past, our revenues have been generated fromlicensing the use of our computational technologies, such as the LEADScomputational platform, and of database and software products such as ourOligoLibraries products and our Genecarta and Z software products, and relatedservices. 

 

Commencing in 2003 and consistent with ourcontinuing focus on enhancing our discovery engines and on the discovery anddevelopment of novel therapeutic proteins and diagnostic markers, we shiftedour strategy for generating revenue. We now intend that our principal source ofrevenues will be obtained from our collaborators and licensees commercializingtherapeutic and diagnostic products that are based on our discoveries. Webelieve that we can commercialize discoveries that result from our in-housediscovery programs or that result from collaboration discoveryprojects aimed at a given area of interest to ourcollaborators and/or their profile of requirements. We are also able tooffer to our prospective collaborators an analysis oftheir proprietary data in order to discover therapeutic and diagnostic productcandidates. We intend to focus on licensing-out our product candidatesto diagnostics, biotechnology and pharmaceutical companies, and we intend thatthey will further develop and commercialize those product candidates intorevenue generating therapeutic and diagnostic products. We intend to receivefrom these commercial arrangements payments upon the successful completion ofcertain predetermined development stages and milestones, and royalties from thesales of the drugs or diagnostics products, which will be based on ourdiscoveries.

 

To date, wehave commenced to implement this strategy by entering into a broad pipelinecollaboration agreement with Diagnostic Products Corporation for thedevelopment and commercialization of novel diagnostic products, with ananticipated focus on cancer and cardiovascular disease.

 

**Subsidiaries**

 

***Keddem Bioscience Ltd.***

 

In 1999, we formed achemistry division focusing on the development of a technology platformintended to identify small molecule lead compounds for protein targets thatdoes not rely on protein structure information or high-throughput screening ofmillions of compounds. On August 1, 2004, we turned our chemistry division into a wholly-ownedsubsidiary, Keddem Bioscience (see Item 7. "Major Shareholders andRelated Party Transactions. Related Party Transactions. Keddem BioscienceLtd."). 

 

Keddem Bioscience'sobjective is to improve the success rate for the development of new drugproducts by developing and applying a technology platform that consistentlyenables the design of small molecules which can change the level of activity ofpotentially any given protein target. Identifying a lead chemical for apotential target is a long, arduous and expensive undertaking, considered bymany to be the principal bottleneck in small molecule drug discovery. Commonmethods for finding such small molecules, typically involving high-throughputscreening of drug like compounds, have low success rates and often fail to findany candidate compound for a given target.

 

Keddem Bioscience`sapproach is based on the proposed creation of a comprehensive, yet relativelysmall set of carefully designed molecules that are not necessarily drug-like,namely that they do not necessarily possess qualities of molecules which aredrugs, and a suite of algorithms. Keddem Bioscience intends that the set ofmolecules will number less than 100,000 and will consist of mostly novelcompounds. Although 100,000 compounds is a small number compared to themillions typically used in screening libraries of drug-like compounds, KeddemBioscience`s screening set is designed to be comprehensive and covering allrelevant chemical possibilities. When synthesized, the Keddem Bioscience set ofmolecules will be used in a screening process, in which the activity of thedrug target protein will be tested against the screening library molecules.Through the use of a suite of algorithms to analyze screening results, KeddemBioscience`s platform is designed to provide comprehensive three-dimensionalinformation about a drug target`s active site. This information can then beused to design a variety of potent inhibitors satisfying desired drug-like properties.

**30** 

** **

***Evogene Ltd.***

 

In October 1999, we formed a division focusing onagricultural biotechnology and plant genomics. On January 1, 2002, we turned the business of this division into a majority-owned subsidiary, Evogene Ltd. As of December 31, 2004 we held approximately 84.7% of Evogene`s issued and outstanding sharecapital, but only 22.85% of Evogene`s share capital, on a fully-diluted basis.Following our grant of irrevocable proxies to certain investors in Evogene,those investors are empowered to vote with 50% of our holdings in Evogene, asexisted at the date of grant of such proxies. As a result, we have the power tovote 49.79% of Evogene's share capital (see Item 7. "Major Shareholders andRelated Party Transactions. Related Party Transactions. Evogene Ltd."). 

 

Evogene's objective is to develop improved traitsin plants. Evogene`s high-throughput platform combines computational genomicstools, knowledge in molecular biology and advanced classical breedingtechniques, designed to accelerate, direct and mimic the natural evolutionprocess of plants. Evogene's current product development efforts are focused onenhanced fiber in cotton, abiotic stress tolerance and nitrogen use efficiencyin various crops, and a unique plant platform for the production of therapeuticproteins. 

 

**Sales, Marketing and Business Development**

 

Since our incorporation in 1993, we devoted most of our capital andhuman resources to research and development of our technologies, discoveries,products and services. In 2003 and in 2004, we moved away from commercializingour software tools and software products and began concentrating our efforts onour in-house discovery activities and commercializing those discoveries. Inconnection with this shift in strategy, we reduced our sales force from 19employees in 2002 to six employees by the end of 2004.

** **

The approximate geographical breakdown of ourrevenues for the year ended December 31, 2004 was 40% in North America, 48% in Europe,10% in the Far East and 2% in other countries. The approximate geographicalbreakdown of our revenues for the year ended December 31, 2003 was 66% in North America, 31% in Europe, 1% in the Far East and 2% in other countries. Theapproximate geographical breakdown of our revenues for the year ended December 31, 2002 was 68% in North America, 20% in Europe, 7% in the Far East and 5% inother countries. 

 

As of December 31, 2004, our sales, marketing and business development staff consisted of sixemployees, with four based in the US, one in Israel, and one in England.

 

In the US, we have marketing, sales and businessdevelopment presence in San Jose, California and in Rockville, Maryland.

** **

**Seasonality; Raw Materials**

 

Seasonality does not affect our main business; ourbusiness generally does not fluctuate based solely on the time of year. 

 

Most of the raw materials that we use in our business are either freelyavailable, such as publicly available EST databases, or are easily available tous or to our customers and at reasonable prices, such as computer hardware andsoftware, and biological materials. Tissue samples that we need to use in ourlaboratories are often not freely available. Where they are freely available,they may be of poor quality. We have already encountered circumstances in whichtissue samples that we acquired were found to be of poor quality. Suchcircumstances may delay and even interfere with our discovery and developmentefforts. 

**31** 

 

**Intellectual Property Rights**

** **

Our intellectual property assets are among ourprincipal assets. These assets include the intellectual property rightssubsisting in our proprietary know-how and trade secrets, the copyrightssubsisting in our software and related documentation and our patents and patentapplications.

 

We seek to vigorously protect our rights andinterests in our intellectual property. We seek patent protection for certaincomponents of our technology platforms and for our therapeutic and diagnosticinventions. We also seek protection for our proprietary know-how and tradesecrets that are not protectable or protected by patents, by way ofsafeguarding them against unauthorized disclosure. This is done through theextensive use of confidentiality agreements and assignment agreements with ouremployees and third parties as well as by technological means. We use licenseagreements both to access third party technologies and to grant licenses tothird parties to exploit our intellectual property rights. We expect that ourcommercial success will depend on, among other things, our ability to obtain commerciallyvaluable patents, maintain the confidentiality of our proprietary know-how andtrade secrets and otherwise protect our intellectual property. 

 

We currently have approximately 76 families ofvalid patents or pending patent applications. These patent families includemultiple US patents or patent applications as well as foreign applications. Todate, we obtained seven issued patents, of which five are US patents, one is aEuropean patent and one is an Australian patent. We also received an allowancefor one of our patent applications. We intend to continue to apply for patentprotection for our therapeutic and diagnostic inventions, including for relatedinventions such as antibodies and peptides. 

 

Similarly to otherbiotechnology companies, the status of our patent portfolio is generallyuncertain and involves relatively new and complexlegal questions, many of which have not yet beensettled. We may not be able to secure patent protection for ourdiscoveries as a result of the following:

●*       *legislative and judicial changes, or changes in theexamination guidelines of governmental patents offices that negatively affectour ability to obtain genes and gene-based patents;

●*       *in view of the finite number of human genes, weface intense competition from other biotechnology and pharmaceutical companieswho have already sought patent protection relating to gene and gene-baseddiscoveries that we may intend to develop and commercialize; 

●*       *part of our discovery efforts are aimed atdiscovering novel variants of gene-based therapeutic products that belong tothird parties and, as such, those third parties may have already acquiredintellectual property rights that precede and prevent us from obtaining patentprotection for our variants;

●*       *publication of large amounts of genomic data bynon-commercial and commercial entities may potentially hinder our ability toobtain sufficiently broad patent claims for our inventions; and

●*       *even if we succeed in obtaining patent protection,our patents could be partially or wholly invalidated or such protection mayotherwise not be sufficient to prevent third parties from using our patentedinventions.

** **

Other companies and organizations are attempting toobtain patents relating to novel genes and proteins. These third parties maysucceed in obtaining issued patents on genes, proteins or genomics-basedproducts that are similar or identical to those for which we may seek patentprotection. Furthermore, these patents may have earlier priority dates overpatent applications that we file. In such circumstances, we may be preventedfrom using the technology for which we seek patent protection. 

**32** 

 

In circumstances where third parties assert againstus claims relating to infringement of their intellectual property, we may berequired to invest substantial management and financial resources to in-licensesuch third party intellectual property. Where we seek to in-license such thirdparty intellectual property, any required licenses may not be made available oncommercially viable terms, if at all. If we are not able to acquire requiredlicenses, we may be prevented from using or commercializing one or more of ourtechnologies and we may need to forgo a particular development project eventhough it may have very promising scientific and commercial merits.

 

Our industry is very litigious. Should patentinfringement suits be commenced against us or against our commercial partners,we may be subject to claims for payment of damages and we may be enjoined fromusing our technology. The commencement of such litigation could also consume asubstantial portion of our managerial and financial resources and negativelyaffect our financial results.

 

With respect to proprietary know-how that is notpatentable or that we choose not to patent, we rely on trade secret protectionand confidentiality agreements to protect our interests. Many elements of ourcomputational genomics, functional genomics and proteomics capabilities involveproprietary know-how, technology or data that are not covered by patents orpatent applications. We have implemented security measures to protect ourproprietary know-how and technologies and confidential data, including a rangeof confidentiality agreements with out employees, consultants and customers.While we require employees, consultants and customers to enter intoconfidentiality agreements, we cannot be sure that proprietary information willnot be disclosed in violation of these agreements, that others will notindependently develop substantially equivalent proprietary information andtechniques or that we can otherwise meaningfully protect our trade secrets. Inthe case of arrangements with our customers that require the sharing ofinformation, our policy is to make available to our customers only informationthat is relevant to our agreements with these customers, under controlledcircumstances, and only during the contractual term of those agreements, andsubject to a duty of confidentiality on the part of our customer. However,these measures may not adequately protect our information. Any material leak ofconfidential information into the public domain or to third parties may causeour business, financial condition and results of operations to be harmed.

 

We are a party to various license agreements thatgive us rights to use technologies and biological materials in our research anddevelopment processes. We may not be able to maintain these rights oncommercially reasonable terms, if at all. We depend on these licenses, and ourfailure to maintain these rights could harm our business.

 

**Competition**

** **

The biotechnology and pharmaceutical industries arehighly competitive. Numerous entities in the United States and elsewherecompete with our efforts to commercialize our discoveries. Our competitorsinclude pharmaceutical, biotechnology and diagnostic companies, academic andresearch institutions and governmental and other publicly funded agencies. Weface, and expect to continue to face, competition from these entities to theextent that they develop products that have a function similar or identical tothe function of our therapeutic and diagnostic product candidates. We alsoface, and expect to continue to face, competition from entities that seek todiscover therapeutic and diagnostic product candidates.

**33** 

 

Many of our competitors are more established,benefit from greater market recognition and have greater financial, technical,human, research and development and marketing resources, as well as facilitiesand experience, than we do. These competitors may discover and develop productcandidates, or market and sell products based on their discoveries, in advanceof us or our collaborators and licensees. Our competitors may also obtainpatent protection or other intellectual property rights that could limit orprevent us from pursuing the development and commercialization of ourdiscoveries. This prospect is particularly pertinent to us since our discoveryengines and related technologies are aimed at identifying, among otherdiscoveries, novel alternatively spliced variants of genes that are the basisof third parties` respective gene-based therapeutic or diagnostic products. Wehave already encountered circumstances where third parties attainedintellectual property rights in their respective therapeutic or diagnosticproducts that preceded and interfered with the rights that we obtained. Weexpect to encounter similar such circumstances in relation to other therapeuticor diagnostic product candidates that we may wish to develop. 

 

The human genomic pool isfinite. To our knowledge, third parties, including our competitors, have beenfiling wide patent applications covering an increasing portion of thehuman genomic pool. In the future, we may be unable to continue and extract oruse new information through EST-based methods, since such information willbe protected by third party intellectual property right, which precede ourrights.

 

Our discovery program depends, in large part, onour discovery engines and other technologies and our proprietary data to makeinventions and establish intellectual property rights in genes and gene-basedproducts, including mRNAs and proteins. There are a number of other means bywhich such inventions and intellectual property can be generated. We believethat our computational technologies, and specifically our Leads-based discovery engines, provide us with a competitive advantagein the field of predicting splice variants, over pharmaceutical, diagnosticsand biotechnology companies with which we compete. We believe that thisadvantage is made possible by the incorporation of ideas and methods frommathematics and computer science into biology, and by the modeling ofsignificant biological phenomena and the resultant better research capabilitiesthat we developed. Nevertheless, we may lose this advantage if our existing orfuture competitors make scientific and technological progress, or if we provideto our customers, primarily biotechnology, pharmaceutical and diagnosticcompanies, access to results that we generate through the use of our discoveryengines. In addition, we may discover and pursue the development of therapeuticor diagnostic product candidates that could conflict with our collaborators`discovery and development plans, including licensees or collaborators to whomwe granted in the past a license to use our LEADS computational platform. Theprospect of such a conflict arising is particularly pertinent in relation tothose collaborators and licensees that received from us a license to use ourLEADS computational platform to analyze raw data which is the same or similarto the raw data that we may analyze through LEADS.  

 

Although collaborations for the development andcommercialization of therapeutic and diagnostic product candidates can assumemany forms, to the extent that these will be based on use of our discoveryengines and other related technologies for the benefit of a collaboration, wemay be competing with companies such as Exelixis Inc., Curagen Corporation andMyriad Genetics, Inc. all of whom seek to develop life science products basedon the analysis of large amounts of genomic information.

 

**Government Regulation**

** **

***Environmental Regulation***

 

Our research and development activities in somecases involve the controlled use of biological and chemical materials, a smallamount of which could be considered to be hazardous. We also have thefacilities for safe use and handling of radioactive materials. We are subjectto Israeli laws and regulations governing the use, storage, handling anddisposal of all these materials and resulting waste products. We storerelatively small amounts of biological and chemical materials. To ourknowledge, we substantially comply with these laws and regulations. However,the risk of accidental contamination or injury from these materials cannot beentirely eliminated. In the event of an accident, we could be held liable forany resulting damages, and any liability could exceed our resources. 

**34** 

 

***Regulation of Use of Human Tissue***

* *

Our access to and use of human or other organisms`tissue samples in our product development may become subject to furthergovernment regulation, in the US, Israel and elsewhere. US and othergovernmental agencies may also impose restrictions on the use of data derivedfrom human or other tissue samples. If our access to or use of human tissuesamples, or our customers' use of data derived from these samples, isrestricted, our business may suffer.

 

***Regulation of Products Developed withGovernmental Support***

 

For a discussion of regulations governing productsdeveloped with research and development grants from the Government of Israel,see "Item 5. Operating and Financial Review and Prospects; Research andDevelopment, Patents and Licenses; Israeli Government Research and DevelopmentPrograms."

 

**Organizational Structure**

 

We are the parent of two wholly-owned subsidiaries,Compugen USA, Inc., which is a corporation incorporated in Delaware and has itsprincipal place of business in California, and Keddem Bioscience Ltd., which isa company incorporated in Israel and has its principal place of business in Ashqelon, Israel. 

 

As of December 31, 2004, we also held approximately84.7% of the outstanding share capital of Evogene Ltd., but only 22.85% of itsshare capital, on a fully-diluted basis. We deconsolidated Evogene out of ourconsolidated financial statements as of July 2003 and thereafter (See Item 5."Operating And Financial Review And Prospects". "Critical Accounting Policies"."Investment in Evogene Ltd."). Evogene was formed under the laws of the Stateof Israel and has its principal place of business in Rehovot, Israel. As of December 31, 2004, we had the power to vote 49.79% of Evogene's share capital, due to ourgranting irrevocable proxies to a group of Evogene's investors (see Item 7."Major Shareholders and Related Party Transactions. Related Party Transactions.Evogene Ltd."). 

*** ***

##### Property, Plant andEquipment

** **

We lease an aggregate of approximately 28,200square feet of office and laboratory facilities in Tel Aviv, Israel. The leasesin Tel Aviv expire in December 2009. 

 

Keddem Bioscience leases approximately 7,750 squarefeet of office and laboratory facilities in Ashqelon, Israel. The lease in Ashqelonexpires on August 31, 2006, and we have an option to extend it for anadditional term of five years.

 

In addition, Compugen USA leases approximately 406square feet of office space in San Jose, California and approximately 145square feet in Rockville, Maryland. The lease in San Jose expires on May 30, 2005, and we have an option to extend it for one additional year, and the lease in  Maryland expires in January 2006.  

 

We believe that the facilities that we currentlylease are sufficient for approximately the next 12 months. 

 

There are no encumbrances on our rights in theseleased properties or on any of the equipment that we own. 

 

To our knowledge, there are no environmental issuesthat affect our use of the properties that we lease. 

**35** 

### ITEM 5.                  OPERATING AND FINANCIALREVIEW AND PROSPECTS

 

The following discussion of our critical accountingpolicies and our financial condition and operating results should be read inconjunction with our consolidated financial statements and related notes,prepared in accordance with US GAAP for the years ended December 31, 2004, 2003and 2002 respectively, and with any other selected financial data includedelsewhere in this annual report.

** **

##### Background

 

We are a drug and diagnostic discovery company,incorporating ideas and methods from mathematics, computer science and physicsinto biology, chemistry and medicine. We believe that this capability resultsin powerful predictive models and discovery engines and related technologies,which are both advancing our understanding of important biological phenomenaand enabling the discovery of numerous potential therapeutic proteins anddiagnostic markers.

 

We develop platforms, discovery engines and relatedtechnologies that enable the discovery and analysis of genes and gene-basedproducts, including mRNAs and proteins. These include our LEADS computationalbiology platform, and our discovery engines, such as our protein variantdiscovery engine and our diagnostic biomarkers discovery engine.  

 

Our discovery engines areproprietary technologies designed to enable our researchers to identifyproteins and mRNAs with desired properties, intended to render them suitablefor therapeutic and diagnostic development. Our discovery engines extend thecapabilities of our LEADS platform by incorporating sophisticated search andanalysis algorithms to select the most promising therapeutic proteins anddiagnostic markers in a specific category or area of interest, from the myriadof proteins identified by our technologies. 

 

We use our discovery engines and other relatedtechnologies for our drug and diagnostics discovery. By using these engines andother related technologies, we have discovered potentially novel therapeutic proteins and diagnostic markers that webelieve may be suitable for developing therapeutic and diagnostic productcandidates respectively. Based on our belief in the capabilities of ourdiscovery engines and related technologies, it is our intention to continue ourefforts in the selection of additional therapeutic proteins and diagnosticmarkers product candidates. We have an early stage in-house pipeline ofselected potential therapeutic proteins and diagnostic markers, which we havediscovered. Going forward, we plan on continue to regularly augment ourinternal therapeutic and diagnostics pipelines with additional productcandidates for therapeutic a diagnostic development. We intend to continue to pursuelicensing arrangements and collaboration agreements with leading biotechnology,diagnostic and pharmaceutical companies, for the development andcommercialization of product candidates that wediscover and develop through the use of our discovery engines and relatedtechnologies. 

 

OPERATING RESULTS

 

##### Overview

 

***We have incurred losses and our revenues arelikely to decrease in the next few years***. 

 

Since our inception, we have incurred significantlosses and, as of December 31, 2004, we had an accumulated deficit of $80.9million (not including approximately $24.9 million in accumulated deficitattributable to the conversion of preferred shares upon the closing of ourinitial public offering). We expect to continue to incur net losses in the nearfuture. 

**36** 

 

Prior to 2004, an important aspect of ourcommercialization activities involved the sale of hardware and softwareplatforms, tools, databases and other products, in which we incorporatedcertain aspects of our understandings and/or discoveries and made themavailable to our customers. For example, in 2004, our revenues were primarilyattributable to the commercialization of our LEADS platform and Genecarta andOligoLibraries. The commercialization of these products is no longer at thefocus of our business. We also recorded revenues both from royalty-bearing andnon-royalty bearing Israeli governmental grants. 

 

We now intend to commercialize the therapeutic anddiagnostic product candidates that we generate from use of our discoveryengines and related technologies. To date, we have used our discovery enginesand related technologies both internally and in collaboration with DiagnosticProducts Corporation. We continue to evaluate various opportunities foradditional collaborations based on use of these discovery engines. We intend tocontinue to focus on the licensing out of our novel therapeutic and diagnosticproduct candidates, which we discovered and intend to continue to discoverinternally or with our collaborators. We intend that such licensing-outarrangements will be with pharmaceutical, biotechnology and diagnosticscompanies, who will develop and commercialize therapeutic or diagnosticproducts based on our discoveries. In these commercial arrangements we seek toreceive payments upon the successful completion of certain predetermineddevelopmental stages and milestones, and royalties from the sales of the drugsor diagnostics products, which will be based on our discoveries. 

 

During 2005 and beyond, we intend to continue inour efforts to generate revenue from licensing-out, to our prospectivecollaborators and licensees, the intellectual property rights subsisting in ourtherapeutic and diagnostic product candidates that we generate from use of ourdiscovery engines and related technologies. 

 

We believe that the greatest long term andsustainable financial potential for us lies in the commercialization ofspecific therapeutic proteins and diagnostic marker product candidates that wediscovered and that we plan to continue to discover through the use of ourdiscovery engines and related technologies and through our intendedcollaborations. For the purpose of attaining this goal, we have shifted ourfocus away from commercializing our computational platforms and tools (such asGenecarta and OligoLibraries), all of which yielded revenues in the short term.We believe that the commercialization of our therapeutic and diagnostic productcandidates has the potential to generate revenues, in the long term, to asubstantially greater extent than the long-term potential revenue-stream fromcommercializing our computational platforms and tools only.

 

Since we shifted focus away from commercializingour computationally-based products, our revenues, not including governmentaland other grants, decreased by approximately 61% in 2004 compared to 2003, andby approximately 27% in 2003 compared to 2002.  

 

***Our research and development expenses areexpected to account for more than 60% of our total operating expenses.***

 

Our research and development expenses are expectedto be our major expense in 2005, accounting for more than 60% of our total 2005operating expenses. Our research and development expenses have always compriseda significant portion of our expenses. However, approximately since 2001, thespecific research and development activities in which we invested our resourceshas changed, to accommodate our changing business focus. In 2004 wesignificantly increased the resources allocated to advance our internaltherapeutic proteins and diagnostic markers pipeline. 

 

Since January 1, 2001, we presented governmentaland other grants as one of the components of our total revenues. Prior to January 1, 2001, we accounted for research grants as a reduction in research anddevelopment expenses. We have changed our financial statements for the yearspreceding 2001 to conform to this change. 

**37** 

 

***We base our budget and operating expenses onour cash flow.***

*** ***

We base our budget and operating expenses on ourcash flow. For a detailed description of our cash and cash equivalentsposition, see  "Liquidity and Capital Resources" in this Item 5. 

 

##### Compensation expenses attributed to optiongrants.

 

We recorded compensation expenses of approximately$862,000 in 2002, approximately $1.1 million in 2003, and approximately$755,000 in 2004, in connection with the grant of share options. These expensesare mostly attributable to options that we granted to our consultant and tothose of our employees and directors to whom we granted employee stock optionsat an exercise price below the fair market value at the date of grant.****Theseamounts are amortized over the vesting periods of the individual share options.Based on options granted through December 31, 2004, and based on our ordinaryshare price on that date, we estimated that our future amortization ofcompensation expenses will be approximately $1.1 million in 2005 andapproximately $880,000 in 2006. Effective as of July 2005, we are required toapply new accounting standard FAS 123R, which determines the accountingtreatment for share-based payments to employees. These estimates alreadyreflect the application of this standard. These estimates are subject tochanges in the share price or in the amount of granted options at any givenpoint in time. Our current policy is to grant options at the fair market valueof the underlying shares on the date of grant.  

 

##### Impact of Inflationand Currency Fluctuations

 

We generate a substantial portion of our revenuesand hold most of our cash, cash equivalents and marketable securities in USdollars but incur a significant portion of our expenses, principally salariesand related personnel expenses, in New Israeli Shekels. As a result, we are exposed to the risk that the US dollar will bedevalued against the New Israeli Shekels. Inaddition, we are exposed to the risk that the rate of inflation in Israel will exceed therate of devaluation of the New Israeli Shekelsin relation to the US dollar or that the timing of this devaluation will laginflation in Israel. However, since a significant portion of our expenses aresalaries and related expenses, which are paid in New Israeli Shekels, this is a small risk. To date, our business hasnot been materially adversely affected by changes in the Israeli rate ofinflation or the exchange rates of the NIS compared to the US dollar. We do notcurrently use financial instruments for trading purposes. 

* *

##### Critical AccountingPolicies 

 

The preparation of our consolidated financialstatements and other financial information appearing in this annual reportrequires our management to make estimates and judgments that affect thereported amounts of assets, liabilities, revenues and expenses, and relateddisclosure of contingent assets and liabilities. We evaluate on an on-goingbasis these estimates, mainly related to revenues, allowance for doubtfuldebts, contingencies, and investment in Evogene.

 

We base our estimates on our experience and onvarious assumptions that we believe are reasonable under the circumstances. Theresults of our estimates form the basis for our management`s judgments aboutthe carrying values of assets and liabilities that are not readily apparentfrom other sources. Actual results may differ from these estimates underdifferent assumptions or conditions.

 

***Revenue and Grants Recognition***

 

We generate most of our revenues from license feesrelated to the commercialization of our software products. We also generaterevenues from the sale of services, including from the provisions ofmaintenance, support, customization, training and installation services, andalso from the sale of products (such as our OligoLibraries). In addition, werecognized as revenues, governmental and other grants that we received. 

**38** 

 

We recognize revenues from collaborationarrangements in accordance with Statement of Position 81-1 "Accounting forPerformance of Construction - Type and Certain Production - TypeContracts" ("SOP 81-1"). The reason for using this Statement of Positionis that the various elements of our collaboration arrangements are deemed to beinseparable portions of an overall solution. We believe that revenues that wegenerate from our collaborations under which we commercialize our softwareproducts should be recognized in accordance with the development plan of eachspecific collaboration, using contract accounting on a percentage of completionmethod - the input measure prescribed in SOP 81-1. As a result, revenues thatwe generate from these collaboration arrangements were recognized in accordancewith our estimate regarding the status of the collaborative project. Anyrevisions to estimates of the status of a project (and the consequentrecognizable revenues) are recorded in the period during which we become awareof these changes. If we do not accurately estimate the resources required foror the scope of work to be performed under each such collaboration arrangement,or do not manage our projects properly within the planned periods of time orsatisfy obligations under the contracts, then the service margins may besignificantly and negatively affected or losses on existing contracts may haveto be recognized. We periodically check the possibility of losses fromcollaboration arrangements, which should be recognized immediately, inaccordance with our projections. During 2004, no provision for losses was required.

 

We recognize software license revenues inaccordance with Statement of Position 97-2, "Software Revenue Recognition"("SOP 97-2") as amended. We recognize revenues when both parties sign anagreement or other persuasive evidence of an arrangement exists, when thesoftware has been shipped or electronically delivered, when the fees are fixedor determinable, and when collection of the resulting receivable is probable,and no other significant obligations remain. For multiple element arrangements,where vendor-specific objective evidence of fair value exists for allundelivered elements, we account for the delivered elements in accordance withthe "residual method" prescribed by Statement of Position 98-9,"Modification of SOP 97-2, Software Revenue Recognition with Respect to CertainTransactions" ("SOP 98-9"). Vendor-specific objective evidence of fair value isbased on the price a customer is required to pay when the element is soldseparately. We assess whether the fee is fixed or determinable and collectionis probable at the time of the transaction. In assessing whether the fee isfixed or determinable, we analyze the payment terms of the transaction andother factors, including the nature and class of customer, our historicalexperience of collecting under our payment terms without granting a concession,the possibility of the product becoming technologically obsolete before thepayments become due and the likelihood of the customer asking for a refund. Ifwe determine the fee is not fixed or determinable, we defer the revenue untilthe payments under the arrangement become due. We assess whether collection isprobable based on a number of factors, including the customer's pasttransaction history and credit worthiness. If we determine that collection of afee is not probable, we defer the fee and recognize revenue only at the timethat collection becomes probable, which is generally upon the receipt of cash. 

 

We recognize revenues from product sales inaccordance with SAB 104 "Revenue Recognition" when shipment has occurred,persuasive evidence of an arrangement exists, the vendor`s fee is fixed ordeterminable, no future obligations exist and collection is probable.  Wegenerally do not grant rights of return. Determination of the probability of collectionis based on management`s judgments regarding the payment of fees for servicesrendered and products delivered. Should changes in conditions cause managementto determine that this criteria is not met for certain future transactions,revenue recognized for any reporting period could be adversely affected.

 

Revenue from maintenance contracts is recognizedratably over the term of the maintenance contract. Revenues related to otherservices are recognized as the services are rendered.

 

Royalty and non-royalty bearing governmental grantsthat we receive from the Government of Israel through the Office of the ChiefScientist at the Ministry of Industry, Trade and Labor for funding research anddevelopment projects, are presented as a component of total revenues and grantsas the related research and development expenses are incurred (for moreinformation, see "Research and Development, Patents and Licenses", below).

**39** 

 

***Contingencies***

 

We periodically estimate the impact of variousconditions, situations and/or circumstances involving uncertain outcomes to ourfinancial condition and operating results. These events are called"contingencies", and the accounting treatment for such events is prescribed bythe Statement of Financial Accounting Standards No. 5, "Accounting forContingencies" ("SFAS No. 5"). SFAS No. 5 defines a contingency as "an existingcondition, situation, or set of circumstances involving uncertainty as topossible gain or loss to an enterprise that will ultimately be resolved whenone or more future events occur or fail to occur". Legal proceedings are a formof such contingencies.

 

We are not currently involved in any legalproceedings and are not required to assess the likelihood of any specificadverse judgments or outcomes of such proceedings or of any potential ranges ofprobable losses. A determination of the amount any accruals, if required, forthese contingencies would be made after careful analysis. As of December 31, 2004, we believe that the status of legal proceedings (described in Item 8.****"Financial Information; Consolidated Statements and Other FinancialInformation; Legal Proceedings") will not have a material impact on ourfinancial condition, results of operations or cash flows. It is possible,however, that future results of operations for any particular quarter or annualperiod could be materially affected by changes in our assumptions or as aresult of the effectiveness of our strategies related to these legalproceedings.

 

***Investment in Evogene Ltd.***

 

In accounting for our investment in Evogene, weadopted FIN 46 on July 1, 2003. Under FIN 46, we determined that Evogenequalified as a Variable Interest Entity, an entity which has one of thefollowing: (1) an insufficient amount of equity to carry on its principaloperations, without additional subordinated financial support from otherparties, (2) a group of equity owners that are unable to make decisions aboutthe entity`s activities, or (3) equity that does not absorb the entity`s lossesor receive the benefits of the entity. 

 

FIN 46 requires consideration and estimates of asignificant number of possible future outcomes of the Variable Interest Entityas well as the probability that each of the outcomes will occur. The results ofeach possible outcome are allocated to the parties holding interests in theVariable Interest Entity. Based on the allocation of possible outcomes, acalculation is performed to determine which party, if any, has a majority ofpotential negative outcome (expected losses) or a majority of the potentialpositive outcomes (expected residual returns). That party, if any, is theVariable Interest Entity`s primary beneficiary and is required to consolidatethe Variable Interest Entity. Calculating the expected losses and expectedresidual returns is highly subjective and requires the use of significantestimates. 

 

We have examined the potential future results ofEvogene, assigning probabilities to each potential outcome, and allocated thesepotential outcomes to the Variable Interest Entity`s variable interest holders.We have determined that we are not the primary beneficiary of Evogene, since wedo not absorb the majority of the entity's expected losses or its expectedresidual returns. We have the power to vote 49.79% of Evogene's share capitaldue to our granting irrevocable proxies to a group of Evogene's investors withrespect to most of our shares in Evogene. For more information about our votingpower in Evogene, see Item 7, "Major Shareholders and Related PartyTransactions. Related Party Transactions. Evogene Ltd.".

**40** 

 

Under FIN 46, the reconsideration of a VariableInterest Entity`s primary beneficiary status requires a triggering event, suchas any of the following: (1) the entity`s governing documents or contractualarrangement among the parties have been changed, (2) sales of part of thevariable interests to unrelated parties, (3) acquirement of newly issuedvariable interest in the entity or a portion of the primary beneficiary`sinterest, or (4) decrease in assets due to losses incurred by the VariableInterest Entity. In 2004, we again evaluated FIN 46 following the consummationof an amended and restated convertible loan agreementin February 2004, between Evogene and certain investors, and theissuance of additional shares to us under a LEADS license extension agreementwith Evogene dated September 6, 2004 (See Item 7. Major Shareholders andRelated Party Transactions for more information on this transaction). Ourconclusion from this evaluation is that we are still not the primary beneficiaryof Evogene.  

 

##### Results of Operations

 

***Selected Financial Data***

 

The following discussion and analysis is based onand should be read in connection with our audited consolidated financialstatements, including the related notes, contained in "Item 18 - FinancialStatements" and the other financial information appearing elsewhere in thisannual report. 

**41** 

 
| ** **                                                                                          | Year ended December 31                                        |
|-----------------------------------------------------------------------------------------------------|---------------------------------------------------------------|
| ** **

** **                                                                              |  

2000                                                  |  

2001 |  

2002 |  

2003 |  

2004 |
|                                                                                                | **($ in thousands, except share and per share  data)**        |
| **Consolidated  Statements of Operations Data**                                                     |                                                          |   |   |   |   |
|                                                                                                |                                                          |   |   |   |   |
| Revenues                                                                                            | $        6,891        | $          10,366 | $            9,262 | $          6,776 | $          2,630 |
| Governmental  and other grants                                                                      |  

466                                                   |  

994 |  

1,835 |  

2,050 |  

1,397 |
| Total  revenues and grants                                                                          | 7,357                                                         | 11,360 | 11,097 | 8,826 | 4,027 |
|                                                                                                |                                                          |   |   |   |   |
| Cost  of revenues                                                                                   | 1,720                                                         | 3,455 | 2,819 | 2,275 | 1,100 |
| Research  and development expenses                                                                  |  

12,635                                                |  

15,976 |  

14,170 |  

13,306 |  

12,318 |
| Sales  and marketing expenses                                                                       |  

3,781                                                 |  

6,565 |  

5,538 |  

3,811 |  

2,446 |
| General  and administrative Expenses                                                                |  

5,397                                                 |  

4,383 |  

3,614 |  

3,650 |  

3,740 |
| Total  operating expenses **                                                                        | 23,533                                                        | 30,379 | 26,141 | 23,042 | 19,604 |
| Operating  loss                                                                                     | (16,176)                                                      | (19,019) | (15,044) | (14,216) | (15,577) |
| Financial  and other income, net                                                                    |  

2,772                                                 |  

3,875 |  

2,840 |  

2,774 |  

1,855 |
| Net  loss                                                                                           | $    (13,404)                                       | $        (15,144) | $        (12,204) | $        (11,442) | $        (13,722) |
| Dividends  related to convertible preferred shares                                                  |  

24,923                                                |  

- |  

- |  

- |  

- |
| Net  loss available to ordinary shares                                                              |  

(38,327)                                              |  

(15,144) |  

(12,204) |  

(11,442) |  

(13,722) |
| Basic  and diluted net loss per ordinary share ***                                                  |  

$        (2.75)         |  

$            (0.58) |  

$            (0.47) |  

$            (0.43) |  

$            (0.50) |
| Weighted  average number of ordinary shares used in computing basic and diluted net  loss per share |  

 

 

13,914,485                            |  

 

 

26,005,784 |  

 

 

26,103,343 |  

 

 

26,409,180 |  

 

 

27,473,341 |
| Pro  forma basic and diluted net loss Per share (unaudited) ****                                    |  

 

$        (0.69) |  

 

- |  

 

- |  

 

- |  

 

- |
| Pro  forma weighted average number of shares outstanding (unaudited) ****                           |  

 

19,305,553                                    |  

 

- |  

 

- |  

 

- |  

 

- |

 

**42** 

 
|                                                                           | As of December 31,   |
|--------------------------------------------------------------------------------|----------------------|
| ** **                                                                     | ** **           | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                     | 2000(*)              | 2001(*) | 2002(*) | 2003(*) | 2004 |
|                                                                           | **($ in thousands)** |
| **Consolidated  Balance Sheet Data:**                                          |                 |   |   |   |   |
| Cash  and cash equivalents, short-term bank deposits and marketable securities | $90,675              | $32,347 | $48,402 | $16,707 | $20,574 |
| Long-term  investments in marketable securities and bank deposits              | -                    | 46,148 | 18,940 | 43,803 | 27,854 |
| Receivables,  net                                                              | 2,759                | 3,163 | 4,601 | 1,456 | 1,545 |
| Inventory                                                                      | 347                  | 134 | 111 | - | - |
| Total  assets                                                                  | 97,872               | 87,289 | 77,257 | 67,526 | 55,353 |
| Accumulated  deficit                                                           | (53,244)             | (68,388) | (80,592) | (92,034) | (105,756) |
| Total  shareholders' equity                                                    | 92,510               | 80,062 | 68,881 | 59,808 | 49,566 |

* *

(*)       Reclassified.

* *

(**)     Includesdeferred stock compensation . See Note 10 of our 2004 consolidated financialstatements.

* *

(***)   Basic anddiluted net loss and pro-forma basic and diluted net loss, for the year endedDecember 31, 2000 exclude the non-cash dividend recorded in the amount of $24.9million related to the beneficial conversion feature of the issuance of5,538,462 Series C preferred shares (at a price of $6.50 per share). As pertheir terms, all preferred shares were converted to ordinary shares upon theclosing of our initial public offering in August 2000.

* *

(****) Pro-formabasic and diluted net loss per share and pro-forma weighted average number ofshares outstanding for the year ended December 31, 2000 give effect to theautomatic conversion of the preferred shares which occurred in August 2000 uponthe closing of the IPO (using the "as-if converted" method from original dateof issuance).

 

***Years Ended******December 31, 2004******and 2003***

* *

*Revenues and Grants.* Revenues and grantsdecreased by 54% to approximately $4.0 million in 2004 from approximately $8.8million in 2003. The decrease in revenues and grants was primarily due todecreased sales of LEADS, Genecarta, and Oligolibraries, and decreasedgovernmental and other grants. The decrease in the sales of these products isattributable to the shift in focus away from commercializing our computationalproducts in favor of generating long-term revenues from commercializing thetherapeutic and diagnostic product candidates that we discover and develop.Revenues from governmental and other grants decreased by 32% to approximately$1.4 million in 2004 from approximately $2 million for 2003. This decrease isprimarily due the Office of Chief Scientist rejecting our application tocontinue funding in 2004 one of our projects that was funded in 2003, and ourtermination or reduction in the scope of activity in other Office of ChiefScientist-funded projects, which was done as part of our shift in focus towardsdeveloping therapeutic and diagnostic product candidates. In addition, in 2004,the Office of Chief Scientist`s budget as well as the percentage of its fundingof each approved project, were reduced compared to 2003, and as a result lessfunds were available from it. Revenues from Novartis and Sigma-Genosysrepresented 61% of our revenues in 2004. Our agreements with each of Novartisand Sigma-Genosys terminated in 2004.

 

*Cost of Revenues.*Cost of revenues decreasedby 52% to approximately $1.1 million for 2004 from approximately $2.3 millionfor 2003. This decrease was primarily due to decreased costs related to thesale of OligoLibraries, LEADS and Genecarta. 

**43** 

 

*Research and Development Expenses.*Researchand development expenses decreased by 7% to approximately $12.3 million for2004 from approximately $13.3 million for 2003. The decrease in research anddevelopment expenses was primarily due to decrease in cost of salaries due tochange of employees, and decrease of depreciation expenses. Research anddevelopment expenses as a percentage of total revenues and grants increasedfrom 151% in 2003 to 306% in 2004.   

* *

*Sales and Marketing Expenses*. Sales andmarketing expenses decreased by 36% to approximately $2.5 million for 2004 fromapproximately $3.8 million for 2003. This decrease was due to our decision todecrease our marketing and sales efforts for some of our existing hardware andsoftware products and related services. Sales and marketing expenses as apercentage of total revenues and grants increased from 43% in 2003 to 61% in2004.

* *

*General and Administrative Expenses.*Generaland administrative expenses increased by 2% to approximately $3.74 million for2004 from approximately $3.65 million for 2003. This increase was primarily dueto an increase in our CEO`s salary, and to the costs associated with theclosing of our offices in New Jersey. General and administrative expenses as apercentage of our total revenues and grants increased from 41% for 2003 to 93%in 2004. 

* *

*Financial Income, Net.*Financial income,net, decreased by 33% to approximately $1.4 million for 2004 from approximately$2.1 million for 2003. This decrease was attributable to lower levels of cashand cash related accounts, and lower interest rates we received on short andlong-term marketable securities. This decrease was partially offset by otherincome, consisting of approximately $262,000 received from the sale by oursubsidiary, Compugen USA, Inc., of its New Jersey net operating lossescarryover, and of approximately $343,000 income we received in connection withthe sale of our Bioccelerator product line. Financial income, net as apercentage of total revenues and grants increased from 24% for 2003 to 35% for2004. 

* *

***Years Ended******December 31, 2003******and 2002***

 

*Revenues and Grants.* Revenues and grantsdecreased by 20% to approximately $8.8 million in 2003 from approximately $11.1million in 2002. The decrease in revenues was primarily due to decreased salesof our Bioccelerator products line (which we have divested), decreased sales ofLEADS, decreased sales of Genecarta, decreased sales of Oligolibraries, anddecreased sales of Z3 and Z4000. The decrease in the sales of these products isattributable to the shift in focus away from commercializing our computationalproducts in favor of generating long-term revenues from commercializing thetherapeutic and diagnostic product candidates that we discover and develop.Revenues from governmental and other grants increased 12% to approximately $2million for 2003 from approximately $1.8 million for 2002. This increase wasdue to an increase in grants received from the Office of the Chief Scientist ofthe Israeli Ministry of Industry, Trade and Labor. Revenues from Novartis andAbbott represented 52% of our total revenues and grants in 2003.

 

*Cost of Revenues.*Cost of revenues decreased19% to approximately $2.3 million for 2003 from approximately $2.8 million for2002. This decrease was primarily due to decreased costs related to the sale ofLEADS, Bioccelerator systems and OligoLibraries. 

 

*Research and Development Expenses.*Researchand development expenses decreased 6% to approximately $13.3 million for 2003from approximately $14.2 million for 2002. The decrease in research anddevelopment expenses was primarily due to the devaluation of the Israeli shekelagainst the US dollar and the decrease in stock based compensation expenses toapproximately $308,000 for 2003 from approximately $621,000 for 2002. Researchand development expenses as a percentage of total revenues and grants increasedfrom 128% in 2002 to 151% in 2003.   

**44** 

** **

*Sales and Marketing Expenses*. Sales andmarketing expenses decreased 31% to approximately $3.8 million for 2003 fromapproximately $5.5 million for 2002. This decrease was due to the devaluationof the Israeli shekel against the US dollar, the decrease in stock basedcompensation expenses to approximately $79,000 for 2003 from approximately$197,000 for 2002, and a decrease in promotional costs and marketing expenses.This later decrease is attributable to our decision to decrease our marketingand sales for some of our existing hardware and software tools products andrelated services. Sales and marketing expenses as a percentage of totalrevenues and grants decreased from 50% in 2002 to 43% in 2003.

* *

*General and Administrative Expenses.*Generaland administrative expenses increased 1% to approximately $3.7 million for 2003from approximately $3.6 million for 2002. This increase was primarily due to anincrease of approximately $602,000 in stock based compensation expenses.Without taking into account the stock based compensation expenses, general andadministrative expenses decreased by 16% to approximately $3 million for 2003from approximately $3.5 million for 2002. This decrease was primarily due tothe devaluation of the Israeli shekel against the US dollar. General andadministrative expenses as a percentage of total revenues and grants increasedfrom 33% for 2002 to 41% for 2003. 

* *

*Financial Income, Net.*Financial income, netdecreased by 24% to approximately $2.1 million for 2003 from approximately $2.8million for 2002. This decrease was attributable to lower levels of cash andcash related accounts, and lower interest rates we received on short-term bankdeposits and short and long-term marketable securities. This decrease waspartially offset by other income, consisting of approximately $218,000 receivedfrom the sale by our subsidiary, Compugen USA, Inc., of its New Jersey netoperating losses carryover, and of approximately $459,000 attributed to capitalgains in connection with the sale of our Bioccelerator product line (see Note 3of our 2003 Consolidated Financial Statements). Financial income, net as apercentage of total revenues and grants decreased from 25% for 2002 to 24% for2003. 

 

GovernmentalEconomic, Fiscal, Monetary or Political Policies that Materially Affected orCould Materially Affect Our Operations 

 

Israeli companies are generally subject to incometax at the corporate tax rate of 35%, which was reduced to 34% in January 2005,and will be further reduced to 32% in 2006 and 30% in 2007. However, severalinvestment programs at our facility in Tel Aviv have been granted approvedenterprise status and we are, therefore, eligible for a reduced corporate taxunder the Law for the Encouragement of Capital Investments, 1959. Subject tocompliance with applicable requirements, the portion of our profits derivedfrom the approved enterprise programs will be tax-exempt for a period of twoyears commencing in the first year in which we generate taxable income and willbe subject, for a period of five to eight years, to a reduced corporate tax ofbetween 10% and 25%, depending on the percentage of non-Israeli investorsholding our ordinary shares. The period of tax benefits with respect to ourapproved enterprise programs has not yet commenced, because we have yet torealize taxable income. These benefits should result in income recognized by usbeing tax exempt or taxed at a lower rate for a specified period after we beginto report taxable income and exhaust any net operating loss carry-forwards. However,these benefits may not be applied to reduce the US federal tax rate for anyincome derived by our US subsidiary. There can be no assurance that such taxbenefits will continue in the future at their current levels or otherwise.

 

As of December 31, 2004, we did not have anytaxable income. As of December 31, 2004, our net operating loss carry-forwardsfor Israeli tax purposes amounted to approximately $56million. Under Israeli law, these net-operating losses may be carriedforward indefinitely and offset against certain future taxable income. 

 

Until December 31, 2004, the net operating losscarry-forwards of our US subsidiary for US tax purposes amounted toapproximately $15 million. These losses are available to offset any future UStaxable income of our US subsidiary and will expire between the years 2012 and2024. 

 

Use of our US net operating losses may be subjectto substantial annual limitation due to the "change in ownership"provisions of the Internal Revenue Code of 1986 and similar state provisions.The annual limitation may result in the expiration of net operating lossesbefore utilization. 

**45** 

 

For a description of Israeli government policiesthat affect our research and development expenses, and the financing of ourresearch and development, see "Research and Development, Patents and Licenses;Israeli Government Research and Development Programs" in this Item 5 below.

 

LIQUIDITY AND CAPITAL RESOURCES

** **

In 2004, as in 2003 and 2002, our sources of cashcame from a private placement that took place in July 2000, from our IPO, whichtook place in August 2000, from revenues generated from sales, from Israeligovernmental grants and from financing activities. We used these fundsprimarily to finance our business operations. 

** **

***Equity Financing***

 

From our inception until the initial publicoffering of our ordinary shares in August 2000, we obtained financing primarilythrough private placements of equity securities, and, to a lesser extent,governmental and other grants and loans. Financing activities from privateplacements of preferred and ordinary shares, net of issuance costs, providedcash of approximately $14.8 million in 1998, approximately $19,000 in 1999 andapproximately $35.5 million in 2000.

 

In August 2000, we sold 5,000,000 of our ordinaryshares in the initial public offering of our shares on the Nasdaq NationalMarket, and in September 2000, we sold an additional 750,000 ordinary sharesupon the exercise by our underwriters of their over-allotment option. Ouraggregate proceeds from these sales were $57.5 million ($51.1 million net ofissuance expenses). All outstanding preferred shares were converted intoordinary shares upon the closing of the initial public offering. 

 

***Net Cash Used in Operating Activities***

 

Net cash used in operating activities wasapproximately $9.1 million in 2002, approximately $5.6 million in 2003, andapproximately $12.2 million in 2004. These amounts were used to fund our netlosses for these periods, adjusted for non-cash expenses and changes inoperating assets and liabilities. The sources of the cash that we used in ouractivities through 2004 was the cash we had in the bank, revenues includinggovernmental and other grants that we received, the receipts from the exerciseof employee stock options, and financing income. We expect that our sources ofcash for year 2005 will be similar. Our subsidiaries are not restricted fromtransferring funds to Compugen, although we do not expect any cash to flow infrom them.

 

***Net Cash Used in Investing Activities***

 

Net cash used in investing activities consists ofpurchase of marketable securities, proceeds from short-term and long-term bankdeposits, purchases of property and equipment, and proceeds from redemption ofmarketable securities. Net cash provided by investing activities wasapproximately $5.8 million in 2002, approximately $4.9 million in 2003, andapproximately $5.9 million in 2004. The increase in net cash provided byinvesting activities in 2004 is mainly attributable to the investment ofapproximately $8 million in marketable securities, and the proceeds fromredemption of marketable securities, of approximately $15.6 million. 

**46** 

 

***Net Cash Provided byFinancing Activitie****s*

 

Our net cash provided byfinancing activities was approximately $161,000 in 2002, approximately $3.3million in 2003, and approximately $2.7 in 2004. The principal sources of cashprovided by financing activities in 2002 and 2004 were derived from proceedsreceived from the issuance of ordinary shares as result of the exercise ofstock options by employees. The increase in net cash provided by financingactivates in 2003 is attributable to proceeds that we received from theissuance of ordinary shares as result of the exercise of stock options byemployees, and from proceeds of approximately $2 million that ourthen-consolidated subsidiary, Evogene, raised through a convertible loan (SeeNote 1 of our 2004 Consolidated Financial Statements).

 

***Net Liquidity***

 

Liquidity refers to the liquid financial assets wehave available to fund our business operations and pay for near term futureobligations. These liquid financial assets consist of cash and cash equivalentsas well as short-term and long-term marketable securities. As of December 31, 2004, we had cash and cash equivalents, and short-term marketable securitiesof approximately $20.6 million, and long-term marketable securities ofapproximately $27.8 million. We believe that our existing cash and cashequivalents, and short-term and long-term marketable securities will besufficient to fund our operations for at least the next two years. However, wemay need additional equity or debt financing in the future to fund ouroperations or to finance potential acquisitions of other businesses, productsor technologies. 

** **

We have a commitment for capital expenditures inthe amount of approximately $190,000 that relates to construction of ourmolecular biology laboratories and which comprises part of our currentliabilities.

** **

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 

** **

We invest heavily in research and development.Research and development expenses were our major expenditure, representing morethan 50% of the total operating expenses for each of 2002, 2003 and 2004. Ourresearch and development expenses were $12.3 million in 2004 compared to $13.3million in 2003 and $14.2 million in 2002. As of December 31, 2004, 92 of our employees were engaged in research and development on a full-time basis. Thisrepresents approximately 75% of our entire work force.

 

Consistent with our shift in focus away from sellingour computational and software products, we now focus our research anddevelopment efforts on the development of our discovery engines and relatedtechnologies, and of our therapeutic proteins and diagnostic marker productcandidates pipeline. We expect that in 2005 our research and developmentexpenses will continue to be our major expenditure, representing more than 60%of our total operating expenses. 

 

We believe that our future success will depend, inlarge, on our ability to continue to expand our inventory of promisingpotential therapeutic proteins and diagnostic markers, which we intend todiscover through the use of our discovery engines and related technologies andvalidate in our molecular biology laboratories.

* *

***Israeli Government Research and DevelopmentGrants***

 

We participate in programs offered by the Office ofthe Chief Scientist under the Industry, Trade and Labor Ministry of Israel thatsupports research and development activities. We received grants and otherforms of consideration from the Office of the Chief Scientist of approximately$1.8 million in 2002, approximately $2.1 million in 2003, and approximately$1.4 million in 2004. We have applied for grants from the Office of the ChiefScientist for the year 2005.

**47** 

 

We received grants from the Office of the ChiefScientist for several projects. Under the terms of these grants, we will berequired to pay a royalty ranging between 3% to 5% of the net sales of productsdeveloped from an Office of the Chief Scientist-funded project, beginning withthe commencement of sales of such products and ending when 100% of the dollarvalue of the grant is repaid (100% plus LIBOR interest applicable to grantsreceived on or after January 1, 1999). The royalty rate (between 3% and 5%)varies depending on the amount of years that lapse between receipt of the grantand its repayment by us. As of December 31, 2004, our contingent accruedobligation for royalties, based on royalty-bearing government grants, net ofroyalties already paid, totaled approximately $3.9 million, payable out offuture net sales of products that were developed under Office of the ChiefScientist -funded projects. 

 

Israeli law requires that the manufacture ofproducts developed with government grants be carried out in Israel, unless theOffice of the Chief Scientist provides a special approval to the contrary. Thisapproval, if provided, is generally conditioned on an increase in the totalamount to be repaid to the Office of the Chief Scientist, to between 120% and300% of the amount of funds granted. The specific increase within this rangewould depend on the extent of the manufacturing to be conducted outside of Israel.Alternatively, the restriction on manufacturing outside of Israel shall notapply to the extent that plans to manufacture were disclosed when filing theapplication for funding (and provided the application was approved based on theinformation disclosed in the application). In such circumstances, the Office ofthe Chief Scientist will take into account the proposal that Office of theChief Scientist -funded projects will have an overseas manufacturing component.Under applicable Israeli law, Israeli government consent is required totransfer to Israeli third parties technologies developed under projects, whichthe government funded. Transfer of Office of the Chief Scientist -fundedtechnologies outside of Israel is prohibited. Israeli law further specifiesthat both the transfer of know-how as well as the transfer of intellectualproperty rights in such know-how are subject to the same restrictions. Theserestrictions do not apply to exports from Israel or the sale of productsdeveloped with these technologies. 

 

In addition to the Office of the Chief Scientistprograms described above, we participate in a number of research consortia inwhich Israeli research institutions and high technology companies are members.These consortia are devoted to the development of generic technologies in thefields of biotechnology, agricultural biotechnology and pharmaceuticals. TheOffice of the Chief Scientist MAGNET program sponsors these consortia. Underthe terms of the MAGNET program, the Office of the Chief Scientist contributes66% of the consortium`s research budget that the Office of the Chief Scientistapproves and the consortium industry members contribute the remaining 34%. Noroyalties are payable to the Office of the Chief Scientist with respect to thisfunding. Expenses in excess of the approved budget are borne by the consortiummembers. 

 

In general, any member of a consortium thatdevelops technology in the framework of a consortium retains the intellectualproperty rights to this technology and all other consortium members have theright to use and implement this technology without having to pay royalties tothe developing consortium member, provided that the technology will not betransferred under any circumstances to any entity outside of the consortium.The terms of the program prohibit the manufacture of products using technologydeveloped in the context of the program outside of Israel nor the transfer oftechnology developed under the program to any Israeli third party, without theprior written consent of the Office of the Chief Scientist. Transfer of Officeof the Chief Scientist -funded technologies outside of Israel is prohibited.Israeli law further specifies that both the transfer of know-how as well as thetransfer of intellectual property rights in such know-how are prohibited. Theserestrictions do not apply to exports from Israel of products developed with thesetechnologies.

**48** 

** **

TREND INFORMATION 

** **

***Trend towards consolidation***

* *

There is a trend towards consolidation in thepharmaceutical and biotechnology industries, which may negatively affect ourability to enter into agreements. This trend often involves larger companiesacquiring smaller companies, and this may result in the remaining companieshaving greater financial resources and technological capabilities, thusintensifying competition in the industry. This trend towards consolidation inthe pharmaceutical and biotechnology industries may also result in there beingfewer customers for our products and services. Also, if one of theconsolidating companies already uses the technologies or services of ourcompetitors, we may lose existing customers as a result of such consolidation. 

** **

***Trend towards making genomic data and relatedsoftware publicly available***

* *

Large amounts of genomic data are increasinglybecoming available to the general public. To date, most of the public effortsrelating to human genomics involved producing data under the Human GenomeProject. Following the publication of the first draft of the human genome,there has been an increase in public efforts to develop analysis tools forunderstanding genomic, functional genomic and proteomic data. These effortshave already resulted and may further result in the future in the developmentof products, which are competitive to ours and that are available free ofcharge. Such developments could require us to lower our prices, could causesome of our products to be less commercially viable or to be obsolete, or couldassist third parties to discover genes or proteins that are of interest to us.

 

***The pharmaceutical industry is reluctant toin-license potential therapeutic products which are at the early stage of theirdevelopment***

 

In the past, pharmaceutical companies were generally willing toin-license potential therapeutic product candidates that were in an earlydevelopmental stage. Genomics-based drug discovery and development companieswere able to commercialize their intellectual property based only on initialdevelopmental work, and without necessarily performing any preclinical orclinical experiments or validation. While pharmaceutical companies have notnecessarily maintained their willingness to in-license early stage productcandidates, recently, pharmaceutical and biotechnological companies have beenshowing an inclination to in-license product candidates at a stage ofdevelopment which is significantly earlier than Phase II clinical trials, sothat they can themselves control and manage the development of productcandidates.

 

The impact on us of the most recent trend (thatfavors the in-licensing of product candidates at a relatively earlydevelopmental stage), if it persists, is that the financial and other resourcesthat we may be required to invest in our product candidates in advance ofcommercializing them may be reduced. However, if pharmaceutical andbiotechnology companies begin in-licensing product candidates at a moreadvanced stage of development, we may be required to invest a substantialamount of money and other resources in each product candidate, withoutassurance that its product candidates will be commercialized and the number ofproduct candidates in which we will be able to invest our research anddevelopment resources will be limited. 

 

If we are successful in commercializing some of ourproduct candidates at an earlier developmental stage, the consideration that wecan expect to receive for our product candidates would be commensurately low.

** **

OFF-BALANCE SHEET ARRANGEMENTS

 

We are not a party to any materialoff-balance-sheet arrangements. 

**49** 

** **

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

** **

The table below summarizes our contractualobligations as of December 31, 2004 and should be read together with theaccompanying comments that follow. 

** **
|                                                                                                            | Payments due by  period |
|-----------------------------------------------------------------------------------------------------------------|-------------------------|
|                                                                                                            | Total                   | Less than 1 year | 1-3 years | 3-5 years |
| Operating Lease Obligations                                                                                     | 3,642                   | 1,053 | 1,553 | 1,036 |
| Other Long-Term Liabilities  Reflected on our Balance Sheet under the GAAP of the primary financial  statements | 60                      |   |   | 60 |
| Total                                                                                                           | 3,702                   | 1,053 | 1,553 | 1,096 |

 

The above table does not include royalties that wemay be required to pay to the Office of the Chief Scientist (See "Research andDevelopment, Patents and Licenses" in this Item 5). We are unable to reasonablyestimate the time and the amounts that we will eventually be required to pay tothe Office of the Chief Scientist, if at all, since these amounts and timesdepend on our ability to sell products based on the Office of the ChiefScientist -funded technologies and the timing of any such sales.

 

The above table also does not include contingentcontractual obligations or commitments that may crystallize in the future, suchas contractual undertakings to pay royalties subject to certain conditionsoccurring. 

**50** 

### ITEM 6.                  DIRECTORS, SENIOR MANAGEMENTAND EMPLOYEES

** **

##### Directors and SeniorManagement

** **

The following sets forth information with respectto our directors and executive officers as of January 31, 2005.

** **
| Name                  | Age | Positions                                                                           |
|-----------------------|-----|-------------------------------------------------------------------------------------|
| Martin S. Gerstel     | 63  | Chairman of the Board of Directors                                                  |
| Mor Amitai, Ph.D      | 39  | Chief Executive Officer, President and Director                                     |
| Orna Berry, Ph.D      | 55  | Director                                                                            |
| David Schlachet       | 59  | Director                                                                            |
| Ruben Krupik          | 53  | Director                                                                            |
| Nurit Benjamini       | 38  | Chief Financial Officer                                                             |
| Erez Chimovits        | 41  | President, Compugen USA, Inc., and Executive Vice  President, Commercial Operations |
| Noam Shani, Ph.D      | 42  | Vice President, Biology, Research and Development                                   |
| D`vorah Graeser, Ph.D | 37  | Vice President, Intellectual Property                                               |
| Ronit Weinstein       | 42  | Vice President, Human Resources                                                     |

** **

**Martin S. Gerstel** has served as our chairmansince August 1997. Prior to relocating to Israel in 1994, Mr. Gerstel was co-chairman and CEO of ALZA Corporation,which he helped found in 1968. Mr. Gerstel is also the Chairman of Evogene Ltd.and Keddem Bioscience Ltd., co-founder and co-chairman of Itamar Medical, andserves as a director of Symyx Technologies, Yissum Ltd., Yeda Ltd. and theFoundation for the National Medals of Science and Technology. He is a member ofthe Board of Governors and the Executive Committee of The Weizmann Institute ofScience and The Board of Governors of The Hebrew University of Jerusalem, andis an advisor to the Burrill Life Science Funds and the board of the Israel-USBi-national Industrial Research and Development (BIRD) Foundation. Mr. Gerstelholds a B.S. from YaleUniversity and an MBA from StanfordUniversity.

 

**Mor Amitai, Ph.D.** joinedus in 1994. He held several positions, including Chief Scientist and Head ofResearch, before assuming his current position in 1997. Between 1991 and 1994,Dr. Amitai worked as a digital signal processing engineer, developing speechrecognition technologies, at Comverse Technologies (NASDAQ: CMVT). Previously,Dr. Amitai carried out algorithm and communications system development for fiveyears in the Israeli Defense Forces, which he left as a captain. Dr. Amitaiholds a B.S. in Mathematics and Physics, and an M.S. and a Ph.D. inMathematics, all from The Hebrew University of Jerusalem. In November2004, we announced that Dr. Mor Amitai wishes to resign his position and agreedto remain in office until the earlier of finding a new Chief Executive Officerand the end of 2005, to allow our board of directors to recruit a suitablesuccessor. 

**51** 

** **

**Orna Berry, Ph.D**joined our board ofdirectors as an outside director in June 2001. She is a Venture Partner atGemini Israel Funds, and the Chairperson at Lambda Crossing, Ltd. and atAdamind Ltd. From 1997 to 2000, she was the Chief Scientist of the Ministry ofIndustry and Trade of the Government of Israel. Dr. Berry was the co-founder ofORNET Data Communication Technologies Ltd. She served as the Chief Scientist ofFibronics and as a senior research engineer in several companies, including IBMand UNISYS.  Dr. Berry received her Ph.D. in computer science fromthe University of Southern California and her M.A. and B.A. degrees instatistics and mathematics from Tel Aviv and Haifa Universities, respectively.Dr. Berry serves as an outside director on our board of directors for a fixedterm, which expires in June 2007.

** **

**David Schlachet**joined our board ofdirectors as an outside director in June 2001. He is a managing partner ofBioCom Management and Investment (2002) Ltd, which serves as the managingcompany of BioCom venture capital fund, focused on life sciences and as of July2004 he has taken on the role of CFO of Syneron Medical Ltd.  He alsoserves on the Boards of Directors of the following companies: Poalim CapitalMarkets & Investments Ltd., Harel Capital Markets Ltd., Taya InvestmentCompany Ltd., United Studios Ltd., Pharmos Ltd., Edgar Development andInvestment Ltd., ProSeed Venture Capital Fund Ltd., and Israel Discount BankLimited. From 1997 to July 2000, he was Chairman of the Board of Directors ofElite Industries Ltd. From 1996 to January 2000, Mr. Schlachet served as VicePresident of the Strauss Group of companies. From 1990 to 1996, he was VicePresident, Finance and Administration at the Weizmann Institute of Science.From 1989 to 1990, Mr. Schlachet was Chief Executive Officer of Yeda Researchand Development Ltd. of the Weizmann Institute of Science. From 1974 to 1988,he was a senior manager at the Investment Company of Bank Poalim Ltd. Mr.Schlachet holds a B.Sc. in chemical engineering from the Technion, IsraelInstitute of Technology and an MBA from Tel Aviv University. Mr. Schlachetserves as an outside director on our board of directors for a fixed term, whichexpires in June 2007.

** **

**Ruben Krupik**joined our board of directorsin 2003. Mr. Krupik serves as the President and CEO of Arte Venture Group Ltd,which provides a framework of business development, investments and Managementfor various large investment entities in Israel. Mr. Krupik serves as the CEOof Clal Biotechnology Industries, the general manager of BiomedicalInvestments, the active chairman of Steps Ventures, and the manager of theArison Group's technology Division. From 1991 to 2000 Mr. Krupik held a numberof positions, including the President and CEO of RDC (Rafael Development CorporationLtd.). Prior to that, Mr. Krupik held a number of senior management positionsat Tadiran Communications Group. Mr. Krupik holds an LL.B. in law from the Tel Aviv University and BA in Economics and Political Sciences from the Hebrew University.

** **

**Nurit Benjamini**joinedus in 2000 bringing over ten years of experience in the Israeli andinternational economic field. Prior to joining us, Ms. Benjamini served as CFOof Phone-Or Ltd. Between 1993 and 1998, Ms. Benjamini was CFO at AladdinKnowledge Systems Ltd. (NASDAQ: ALDN). Ms. Benjamini holds a B.A. in Economicsand Business and an MBA in Finance, both from Bar  Ilan University, Israel.

 

**Erez Chimovits**joinedus in 1999, holding several senior business development and sales positionsbefore assuming his current position in 2001. Prior to joining us, Mr.Chimovits held various positions in business development, marketing and salesat Saifan Ltd. Mr. Chimovits holds a B.S. in Biology, an M.S. in Microbiology,and an MBA, all from Tel Aviv University, Israel.  

 

**Noam Shani, Ph.D.**joined us in 2004from Medgenics Inc., where he served as Vice President of Research andDevelopment and led the development of the company's technologies andapplications, including all biological and clinical research. Prior to Medgenics,Dr. Shani was a senior scientist and project manager at Biotechnology GeneralLtd. In this capacity, he headed the company's generic recombinant protein drugdevelopment activities. Dr. Shani holds a  B.S. in Biology from Ben  Gurion University, Israel and a M.S. and Ph.D. in Biology, both from theWeizmann Institute of Science, Israel. He completed a postdoctoralfellowship at Johns Hopkins University's School of Medicine, Maryland.

**52** 

 

**D'vorah Graeser, Ph.D.**commenced working with usin 2004, bringing with her eight years of patent experience in both lifescience and computer-related fields. Prior to joining us, Dr. Graeser founded aboutique patent firm, which eventually merged with Ehrlich & Partners, aleading patent firm in Israel. Dr. Graeser was a partner at this firm until shejoined us. Previously Dr. Graeser worked as a US Patent Agent at Dr. MarkFriedman Ltd., where she headed the department for computer-related patents andapplications. Dr. Graeser holds a B.A. in Biochemistry from Harvard Universityand a Ph.D. in Pharmacology from the University of Michigan, Ann Arbor. Shecompleted post-doctoral fellowships at both the Institute for BiomedicalComputing at Washington University in St. Louis, Missouri and at the ImperialCancer Research Fund in London, performing computer programming andexperimental work for the Human Genome Project. 

 

**Ronit Weinstein** joined us in 2003 withalmost 10 years of experience in human resources and organizational consulting.Most recently, Ms. Weinstein was Vice President of Human Resources at EnavisNetworks, a subsidiary of ECI Telecom (NASDAQ: ECIL). Prior to working forEnavis, Ms. Weinstein served as Director of Human Resources for ECI Telecom andTadiran Telecommunications Transport Network Division. Previously, Ms.Weinstein served as Human Resources Manager at Comtek. Ms. Weinstein alsoworked as an organizational consultant for Lotem for three years. Prior to1993, Ms. Weinstein was a research assistant and lecturer at Tel Aviv Universityand at the Tel Aviv College of Management. Ms. Weinstein holds a BA inSociology and Political Science from Tel Aviv University and an MA in Sociologyfrom UCLA. 

 

##### Compensation

 

The aggregate compensation paid by us and by ourwholly-owned subsidiaries to all persons who served as directors or seniormanagement for the year 2004 (15 persons) wasapproximately $1,529,000. This amount includesapproximately $121,000 set aside or accrued to provide pension, severance,retirement or similar benefits.

 

During 2004, we granted a total of 258,500 optionsto purchase ordinary shares to our directors and senior management, as a group.These options are exercisable at a range of between $4.45 and $7.27****pershare, and expire ten years after their respective date of grant in the case ofour employees and directors, and six years after their respective date of grantin the case of our consultants. As of December 31, 2004, there were a total of1,728,577****outstanding options to purchase ordinary shares that weregranted to our directors and senior management, and 112,100 outstanding optionsthat were granted to the members of our scientific advisory board.

 

All members of our board of directors who are notour employees or consultants are reimbursed for their expenses for each meetingattended and are eligible to receive share options under our share optionplans. The aggregate amount paid to all of our non-employee directors for theyear ended December 31, 2004 was approximately $60,049. These fees are adjustedsemi-annually to reflect changes prescribed by regulations under the IsraeliCompanies Law, 5759-1994, for payment to outside directors. Members of ourscientific advisory board receive cash compensation and, have been granted andmay be granted further stock options for their services.  

** **

***Approvals Required for Compensation to ourDirectors***

 

In accordance with therequirements of Israeli Law, we determine our directors` compensation in thefollowing manner:

●*       *first, our audit committee reviews the proposal forcompensation;

●*       *second, provided that the audit committee approvesthe proposed compensation, the proposal is then submitted to our board ofdirectors for review, except that a director who is the beneficiary of theproposed compensation does not participate in any discussion or voting withrespect to such proposal; and

**53** 

●*       *finally, if our board of directors approves theproposal, it must then submit its recommendation to our shareholders, which isusually done in the forum of our shareholders` general meeting.

The approval of a majorityof our shareholders is required to implement any such compensation proposal.

 

##### Board Practices

* *

***Election of Directorsand Terms of Office***

 

Our board of directors currently consists of fivemembers, including our chairman and chief executive officer. Other than our twooutside directors, our directors are elected by an ordinary resolution at theannual general meeting of our shareholders. In August 2003, our board ofdirectors appointed Ruben Krupik to serve as one of our directors. Unless theyresign before the end of their term or are removed in accordance with ourArticles of Association, all our directors, other than our outside directors,will serve as directors until our next annual general meeting of shareholders.  

 

Dr. Orna Berry and Mr. David Schlachet serve asoutside directors pursuant to the provisions of the Israeli Companies Law for asecond three-year term ending in June 2007. After this date, their term ofservice may not be renewed. 

 

None of our directors or officers have any familyrelationship with any other director or officer.

 

None of our directors are entitled to receive anyseverance or similar benefits upon termination of his or her service, exceptfor Dr. Mor Amitai who is entitled to severance as an employee, pursuant to theterms of his employment agreement.  

 

Our Articles of Association permit us to maintaindirectors and officers' liability insurance and to indemnify our directors andofficers for actions performed on behalf of us, subject to specifiedlimitations.  

 

***Alternate Directors***

** **

On April 20, 2004, our board of directorsrecommended to our shareholders that Article 46 of our articles of association,titled "Alternate Director", be deleted from our Articles of Association. On June 1, 2004, our shareholders approved the deletion of Article 46 of our Articles ofAssociation. Article 46 from our Articles of Association prescribed that adirector may appoint, by written notice to us, any individual to serve as analternate director, provided that proposed alternate director is not currentlyserving as a director or as an alternate director. The impact of deleting thisprovision is that a director is no longer entitled to unilaterally nominate analternate director to replace him/her as one of our acting directors.

 

***Outside and Independent Directors***

 

The Companies Law requiresIsraeli companies with shares that have been offered to the public either in oroutside of Israel to appoint two outside directors. No person may be appointedas an outside director if that person or that person's relative, partner,employer or any entity under the person's control, has or had, on or within thetwo years preceding the date of that person's appointment to serve as anoutside director, had any affiliation with the company or any entity controlling,controlled by or under common control with the company. The term affiliationincludes:

●*       *an employment relationship; 

●*       *a business or professional relationship maintainedon a regular basis;

●*       *control; and 

●*       *service as an office holder. 

**54** 

No person may serve as anoutside director if that person's position or business activities create, ormay create, a conflict of interest with that person's responsibilities as anoutside director or may otherwise interfere with his/her ability to serve as anoutside director. If, at the time outside directors are to be appointed, allcurrent members of the board of directors are of the same gender, then at leastone outside director must be of the other gender.

 

Outside directors are to beelected by a majority vote at a shareholders' meeting, provided that either:

●*       *the majority of shares voted at the meeting,including at least one-third of the shares held by non-controlling shareholdersvoted at the meeting, vote in favor of election of the director; abstainingvotes shall not be counted in this vote, or

●*       *the total number of shares held by non-controllingshareholders voted against the election of the director does not exceed onepercent of the aggregate voting rights in the company.

 

The initial term of an outside director is threeyears and may be extended for an additional three years term. Outside directorsmay be removed only by the same percentage of shareholders as is required fortheir election, or by a court, and then only if the outside directors cease tomeet the statutory qualifications for their appointment or if they violatetheir duty of loyalty to the company. Each committee of a company's board ofdirectors must include at least one outside director.

 

An outside director is entitled to compensation as provided inregulations adopted under the Companies Law and is otherwise prohibited fromreceiving any other compensation, directly or indirectly, in connection withservice provided as an outside director.

 

Dr. Orna Berry and Mr. David Schlachet currentlyserve as our outside directors under Israeli law and as our independentdirectors under Nasdaq requirements. They both serve on our audit committee.

 

In addition, since our shares are listed on theNasdaq National Market, after July 31, 2005, a majority of our directors mustbe independent (as defined by Nasdaq), and our audit committee must becomprised of at least three members, all of whom must be independent (subjectto limited exceptions).  

 

***Audit Committee***

 

The Companies Law requires public companies toappoint an audit committee. The responsibilities of the audit committee includeidentifying irregularities in the management of the company's business andapproving related party transactions as required by law. An audit committeemust consist of at least three directors, including all of its outsidedirectors. The chairman of the board of directors, any director employed by orotherwise providing services to the company, and a controlling shareholder orany relative of a controlling shareholder, may not be a member of the auditcommittee. An audit committee may not approve an action or a transaction with acontrolling shareholder, or with an office holder, unless at the time ofapproval two outside directors are serving as members of the audit committee andat least one of the outside directors was present at the meeting in which anapproval was granted. 

 

Our audit committee is currently comprised of Dr.Orna Berry, Mr. David Schlachet and Mr. Ruben Krupik. Mr. David Schlachetserves as the Chairman of our Audit Committee.

** **

***Approval of Compensation to Our Officers***

 

The Companies Law prescribes that compensation toofficers must be approved by a company`s board of directors. In accordance withArticle 52(d) of our Articles of Association, our board of directors authorizedand empowered our Chief Executive Officer to appoint office holders anddetermine their terms of employment, without our board of director`s approval.Compensation to our officers who serve members of our board of directorsrequire the approval of our audit committee, the board of directors andshareholders, as specified above.

**55** 

 

***Internal Auditor***

** **

Under the Companies Law, the board of directorsmust appoint an internal auditor, nominated by the audit committee. The role ofthe internal auditor is to examine, among other matters, whether the company'sactions comply with the law and orderly business procedure. Under the CompaniesLaw, the internal auditor may be an employee of the company but not an officeholder (as defined above), or an affiliate, or a relative of an office holderor affiliate, and he or she may not be the company's independent accountant orits representative. We comply with the requirement of the Companies Lawrelating to internal auditors. Our internal auditors examine whether ourvarious activities comply with the law and orderly business procedure. 

 

***Scientific Advisory Board***

** **

Our scientific advisory board convenes once ortwice annually, and we consult with its individual members when we determinethat there is a need to do so. At the advisory board meetings, we review ourprimary ongoing and planned projects, and the advisory board recommends whichprojects to pursue and in what priority. Our scientific advisory boardcurrently includes: 

 
| Name                       | Affiliation                                                                                                                                                         |
|----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Richard Durbin, Ph.D.      | Head of Informatics and  Deputy Director, Wellcome Trust Sanger Institute, United Kingdom                                                                           |
| C. Ronald Kahn, M.D.       | President and Director,  JoslinDiabetesCenter,  Mary K. Iacocca Professor, HarvardMedicalSchool                                                                     |
| Joseph Schlessinger, Ph.D. | William  H. Prusoff Professor and Chairman of the Department of Pharmacology of the Yale University School of  Medicine;

Member, National Academy of Sciences, USA |
| Arthur Weiss, M.D., Ph.D.  | Ephraim  P. Engleman Distinguished Professor of Rheumatology;  Investigator, Howard Hughes Medical Institute, University of California, San Francisco               |

 

##### Employees

** **

The following table sets forth for the last three fiscal years, thenumber of our employees engaged in the specified activities, by geographiclocation.****
| **Year Ended December 31,**                                                                                              | **2004**                | **2003**                | 2002                    |
|--------------------------------------------------------------------------------------------------------------------------|-------------------------|-------------------------|-------------------------|
| Research & Development 

  Israel

  USA

  United    Kingdom                          |  

90

2           |  

95

7

1        |  

109

15

1      |
| Administration,  Accounting and Operations

  Israel

  USA                                          |  

 

24

1   |  

 

24

4   |  

 

23

3   |
| Sales,  Marketing, Business Development and Support 

  Israel

  USA

  United    Kingdom |  

 

1

4

1 |  

 

2

7

1 |  

 

8

9

2 |
|  

Total                                                                                                            |  

123             |  

141             |  

170             |

**56** 

 

We and our Israeli employees are subject, by anextension order of the Israeli Ministry of Welfare, to a few provisions ofcollective bargaining agreements between the Histadrut, the General Federationof Labor Unions in Israel and the Coordination Bureau of EconomicOrganizations, including the Industrialists Associations. These provisionsprincipally concern cost of living increases, recreation pay, travel expenses,vacation pay and other conditions of employment. We provide our employees withbenefits and working conditions equal to or above the required minimum. Ouremployees are not represented by a labor union. We have written employmentcontracts with our employees, and we believe that our relations with ouremployees are good. 

 

##### Share Ownership

 

***Share Ownership by Directors and SeniorManagement***

*** ***

All of the persons listed above under the caption"Directors and Senior Management" own ordinary shares and/or options topurchase ordinary shares. Except as set forth in the table below, none of thedirectors or executive officers owns shares and/or options amounting to 1% ormore of the outstanding ordinary shares. The following table sets forth certaininformation as of January 31, 2005, regarding the beneficial ownership by ourdirectors and executive officers. All numbers quoted in the table are inclusiveof options to purchase shares that are exercisable within 60 days after January 31, 2005. 

 
| **Beneficial  Owner**                          | **Amount Owned** | **Percent of  Class** |
|------------------------------------------------|------------------|-----------------------|
| Martin S. Gerstel (1)                          | 1,810,504        | 5.9%                  |
| Mor Amitai, Ph.D. (2)                          | 660,008          | 2.2%                  |
| All directors and senior management as a group | 2,811,521        | 9.2%                  |

*** ***

(1)       Includes 550,000 shares heldby Shomar Corporation, an affiliate of Mr. Gerstel, 1,119,888 shares held byMerrill Lynch IRA for Martin Gerstel, of which Martin Gerstel is thebeneficiary, and options to purchase 140,616 shares that are exercisable within60 days of January 31, 2005. Based on information disclosed by Mr. MartinGerstel on Form 13G, filed with the SEC on February 14, 2005. 

 

(2)       Includes options to purchase660,008 ordinary shares that are exercisable within 60 days of January 31, 2005. 

 

***Share Option Plans***

** **

We maintain the following share option plans forour and our subsidiaries' employees, directors and consultants. In addition tothe discussion below, see Note 10 of our Consolidated Financial Statements.

*** ***

Our board of directors administers our share optionplans and has the authority to designate all terms of the options granted underour plans including the grantees, exercise prices, grant dates, vestingschedules and expiration dates, which may be no more than ten years after thegrant date. Options may not be granted with an exercise price of less than thefair market value of our ordinary shares on the date of grant, unless otherwisedetermined by our board of directors.

 

*Compugen Ltd. Employee Share Option Plan (1996)*

 

We have granted options to purchase up to 559,750ordinary shares to our employees and consultants under the Compugen Ltd.Employee Share Option Plan (1996). As of January 31, 2005, options to purchase 124,000 ordinary shares, granted at a weighted average exercise price ofapproximately $1.99****per share, remained outstanding under the plan.These options expire ten years after the date of grant or four weeks aftertermination of a grantee`s employment or other relationship with us, withoutcause. If we terminate the grantee for cause, the options expire immediately.We do not intend to grant additional options under this plan.

**57** 

 

*Compugen Share Option Plan (1998)*

* *

Under the Compugen Share Option Plan (1998), wehave granted options to purchase up to 2,289,250 ordinary shares to our and oursubsidiaries` employees, directors and consultants. As of January 31, 2005, options to purchase 671,909 ordinary shares were outstanding under the plan at aweighted average exercise price of approximately $2.22 per share. Options topurchase 1,169,875 ordinary shares under the plan have previously beenexercised at an exercise price of approximately $1.56, and options to purchase658,216 ordinary shares remain available for future grant. If a grantee leaveshis or her employment or other relationship with us, his or her unexercisedvested options expire 90 days later. 

 

*Compugen Share Option Plan (2000)*

* *

Under the Compugen Share Option Plan (2000), we maygrant options for up to an aggregate of 6,810,668 ordinary shares to our andour subsidiaries' employees, directors and consultants. This total numberautomatically increases every January 1 by the lesser of 1,500,000 shares or 4%of the total number of our then-outstanding shares, or such lower amount asshall be determined by the board of directors. If a grantee leaves his or heremployment or other relationship with us, or if his or her relationship with usis terminated without cause, his or her unexercised options will expire 90 dayslater. As of January 31, 2005, options to purchase 3,254,336 ordinary shareswere outstanding under the plan at a weighted average exercise price ofapproximately $4.71 per share. Options to purchase 718,791 ordinary sharesunder the plan have previously been exercised at an exercise price ofapproximately $3.67, and options to purchase 2,837,541 ordinary shares remainavailable for future grant. 

 

In 2003, the terms of this plan were modified tocomply with changes in the Israeli tax law relating to the taxation ofincentive options to Israeli resident employees. Pursuant to the Tax Reform(See "Item 10. Additional Information. Taxation. Israeli Tax Considerations.Tax Reform") and in order to comply with the revised provisions of Section 102of the Income Tax Ordinance (Amendment No. 132), 5762-2002 (the Ordinance), onFebruary 4, 2003, our board of directors adopted an addendum to our shareoption plan which applies to options granted as of January 1, 2003 to granteeswho are residents of Israel. This addendum does not affect grantees that arenot residents of Israel. 

 

On February 4, 2003, our board of directors furtherresolved to elect the "Capital Gains Track" (as defined in Section 102(b)(2) ofthe Ordinance) for the grant of options to Israeli grantees. Generally, underthe Capital Gains Track, the tax liability to a Grantee resulting from thegrant and exercise of options will be postponed until the time that shares thatare acquired upon the exercise of options will be sold or released from trust,subject to fulfillment of the requirements of Section 102 of the Ordinance.Entitlement to the benefits under the Capital Gains Track is contingent uponthe grantee of options holding them and the shares issued upon their exercisefor a period of at least 24 months from the end of the tax year in which theaward was made. Under the Capital Gains Track, a fixed rate of 25% apply togains that are realized from the sale of shares issued upon exercise of options(i.e., for sales proceeds in excess of the exercise price of the options,assuming that the exercise price is equal to the fair market value of theshares on the date of the award), and provided that the sale occurs after therequired holding period. 

 

If a grantee sells shares or releases them fromtrust prior to expiration of the required holding period, the grantee will besubject to income tax on his gains at a rate which is his or her marginalincome tax rate (currently up to 49%), as well as payment of associated healthtax and national insurance payments. Additionally, in such circumstances,withholding requirements will apply and be carried out by the employing companyin accordance with applicable laws, regulations and rules. 

**58** 

 

 Neither we nor the granteewill be liable for payment of national insurance payments or health tax inconnection with the granting or exercise of options that are exercised underthe Capital Gains Track mechanism, or upon the sale of the shares underlyingsuch options or upon the release of such shares from the trust, provided thatsuch sale or release occurs after the required holding period. 

 

We will not be entitled to atax deduction for Israeli income tax purposes with respect to options grantedunder the Capital Gains Track.

 

*Non-Plan Options*

* *

In 1996, we granted options to purchase a total of249,250 ordinary shares to three of our employees. 133,847 of these optionswere forfeited without being exercised in November 1999. In addition, 115,403of these options have been exercised to date. The terms of these options arethe same as those granted under the Compugen Share Option Plan (1998). We donot intend to grant additional options under this plan.  

 

*Directors` Options*

* *

Prior to our initial public offering, we adopted aplan to grant options to our directors, effective as of the closing of ourinitial public offering. Pursuant to such plan, effective as of the closing ofour initial public offering, we granted options to purchase 20,000 ordinaryshares at an exercise price of $10.00 per share to each of our directors(serving on our board of directors on the date of the closing of our initialpublic offering) who were not our employees or consultants. Of these options,options to purchase 1,250 ordinary shares vest at the end of every three-monthperiod following the date of grant. Pursuant to this plan, we also granted andwill continue to grant to each new non-employee director options to purchase20,000 ordinary shares at the time he or she becomes a director. Of theseoptions, options to purchase 5,000 ordinary shares vest on the firstanniversary of the grant date, and options to purchase 1,250 ordinary sharesvest at the end of every three-month period afterwards. In addition, pursuantto the plan, we grant each director options to purchase an additional 5,000ordinary shares on each anniversary of the initial date of grant of options tosuch director. Of these options, options to purchase 1,250 ordinary shares vestat the end of every three-month period during the fourth year after the date ofgrant. All of the options described above have been and will be granted under,and subject to, the terms of our share option plans in effect on the date ofthe grant of the option. 

 

On September 3, 2002, our shareholders approved thefollowing grants to our members of our board of directors: (i) each auditcommittee member shall be entitled to an annual grant of options to purchase2,000 ordinary shares, (ii) each executive committee member shall be entitledto an annual grant of options to purchase 2,000 ordinary shares, and (iii) inaddition to the previous grants, the chairman of the audit committee and theexecutive committee respectively, shall each be granted additional options topurchase 2,000 ordinary shares, each year. All of these options shall vest overa four-year period. These options shall be granted at the exercise price equalto the fair market value of our shares, at the time of grant. 

**59** 

### ITEM 7.                  MAJOR SHAREHOLDERS ANDRELATED PARTY TRANSACTIONS

** **

##### Major Shareholders

** **

The following table sets forth certain informationregarding beneficial ownership of our ordinary shares as of January 31, 2005 by each person who is known by us to own beneficially more than 5% of ouroutstanding ordinary shares. The voting rights of our major shareholders do notdiffer from the voting rights of other holders of our ordinary shares. 

** **
| ** **

Beneficial Owner               | **Number of  Ordinary Shares Beneficially Owned** | ** **

**Percent of  Ownership** |
|--------------------------------------------|---------------------------------------------------|---------------------------------------|
| Martin Gerstel (1)                         | 1,669,888                                         | 6.02                                  |
| Clal Industries & Investments Ltd. (2) | 3,056,274                                         | 11.01                                 |
| AXA Assurances I.A.R.D. Mutuelle (3)       | 4,594,980                                         | 16.56                                 |

 

(1)       Includes 550,000 shares heldby Shomar Corporation, an affiliate of Mr. Gerstel, 1,119,888 shares held byMerrill Lynch IRA for Martin Gerstel, of which Martin Gerstel is thebeneficiary. Based on information disclosed by Mr. Martin Gerstel on Form 13G,filed with the SEC on February 14, 2005.

(2)       Includes 10,526 shares held byClal Industries & Investments Ltd. and 3,045,748 shares held by ClalBiotechnology Industries Ltd. Clal Industries & Investments Ltd.`s addressis 3 Azrieli Center, Tel Aviv 67023, Israel. This disclosure is based oninformation disclosed by Clal Industries & Investments Ltd. on Form 13D,filed with the SEC on May 19, 2003.

 

(3)       This disclosure is based oninformation disclosed by AXA Assurances I.A.R.D. Mutuelle on Form 13G, fieldwith the SEC on February 14, 2005. On their Form 13G, AXA Assurances I.A.R.D.Mutuelle indicated that they held 17.1% of our share capital, which is amistake.

 

As of January 31, 2005, there were a total of 112holders of record of our ordinary shares, of which 69 were registered withaddresses in the United States. Such United States holders were, as of suchdate, the holders of record of approximately 89% of the outstanding ordinaryshares. 

** **

##### Related PartyTransactions 

 

It is our policy to enter into transactions withrelated parties on terms that, on the whole, are no less favorable than thosethat would be available from unaffiliated parties. Based on our experience inthe business segments in which we operate and the terms of our transactionswith unaffiliated third parties, we believe that all of the transactionsdescribed below met our policy standards at the time they occurred. 

*** ***

***Evogene Ltd.***

 

In October 1999, we formed a division focusing onagricultural biotechnology and plant genomics. On January 1, 2002, we turned the business of this division into a majority-owned subsidiary, Evogene. As part ofthis transaction, we extended to Evogene a loan in the amount of $900,000 whichwe subsequently forgave. On January 6, 2003, a group of investors, led byMartin Gerstel, the Chairman of our board of directors extended to Evogene aloan, convertible into equity, in the amount of $2,000,000. Upon conversion ofthe loan, Evogene will be required to issue to these investors Preferred AShares of Evogene (convertible into ordinary shares), with certain preferencesover ordinary and ordinary-1 shares. Following the closing of the convertibleloan transaction, we granted these investors an irrevocable proxy empoweringthem to vote 820,000 of our shares in Evogene (which constituted 50% of ourshareholding of Evogene at the time). Following the convertible loantransaction our shares in Evogene were converted into ordinary-1 shares(convertible into ordinary shares), to allow for certain preferences overordinary share holders, in the case of liquidation or deemed liquidation ofEvogene. 

**60** 

 

Evogene entered into additional convertible loanagreements with the investors. In February 2004,Evogene and the investors entered into an amended and restated convertible loanagreement, under which the amount of the convertible loan was increased byadditional $ 1,551,000. In January 2005 Evogene and investors entered intoa convertible bridge loan agreement and an amendment to that agreement, underwhich the amount of the convertible loan is due to increase by an additional$ 1,600,000. We did not participate in any of these loans. 

 

As of December 31, 2004, we held approximately84.7% of Evogene`s issued and outstanding share capital, but only 22.85% ofEvogene`s share capital, on a fully-diluted basis. As a combined result of usgranting irrevocable proxies to investors in Evogene empowering them to vote820,000 of our shares in Evogene (which constituted 50% of our shareholding ofEvogene at the time of the grant) and of the issuance to us of 350,000 ordinaryshares of Evogene under a Computational Tools License Agreement, with Evogene(see 2 paragraphs below), we have the power to vote 49.79% of Evogene's sharecapital (See Note 1b. of our 2004 Consolidated Financial Statements and Item5.Operating and Financial Review and Prospects. Critical Accounting Policies.Investment in Evogene). 

 

As of December 31, 2004, Martin Gerstel, ourchairman of the board, held 6.28% of Evogene`s issued and outstanding sharecapital (5.43% of Evogene`s share capital, on a fully-diluted basis), and thepower to vote approximately 3.49% of Evogene`s share capital. Since December 19, 2004 Martin Gerstel has served as the chairman of Evogene`s board ofdirectors. 

 

We do not have control overEvogene for the following reasons:

●*       *We have less than 50% voting power in Evogene;

●*       *Other investors in Evogene have the right to coverttheir loan to Evogene into preference shares; 

●*       *Of the five directors serving on Evogene`s board ofdirectors, we have only one representative and even though we have a right tonominate another director to represent us, we do not exercise this right; 

●*       *We are not involved in the daily management ofEvogene; and

●*       *Under the FASB issued Interpretation No. 46,"Consolidation of Variable Interest Entities", we are not a primarybeneficiary of Evogene`s business.

 

On August 1, 2004, we entered into an ExtensionAgreement to a Computational Tools License Agreement, with Evogene. Theoriginal license was granted to Evogene upon Evogene`s incorporation on January 1, 2002. Under the extension agreement, the license was extended for twoadditional years, until December 31, 2007, in consideration of the issuance tous of 350,000 ordinary shares of Evogene. During these two years we areobligated to provide to Evogene limited support services at no additionalcharge. We consider the fair value of the equity instruments received to date inconnection with Evogene to be minimal and as a result we did not recognize anyrevenues from these transactions.

 

On September 6, 2004, we entered into a MaterialTransfer Agreement with Evogene, under which we agreed to provide to Evogene,at no charge, the sequence information to certain of our proteins, as well assmall amounts of purified antibodies that bind to these proteins, for thepurpose of assisting Evogene to develop a method for producing mammalianproteins in trichome plant cells.

**61** 

 

***Keddem Bioscience Ltd.***

*** ***

On August 1, 2004, we turned ourchemistry division into a wholly-owned subsidiary, Keddem Bioscience Ltd. Thetransaction was effected by way of a transfer to Keddem Bioscience of all ofour assets and liabilities that were dedicated to the operation of ourchemistry division, in consideration of the issuance to us of 2,999,900ordinary shares NIS0.01 par value of Keddem Bioscience. On July 29, 2004 we entered into aConvertible Loan Agreement with Keddem Bioscience, under which we agreed toloan to Keddem Bioscience up to US$1,530,000. The outstanding principalloan amount shall bear interest at an annual rate (each year consideredseparately) which is the greater of (i) 5%; and (ii) the 12 month LIBOR asdetermined on the first business day after the corresponding anniversary,compounded annually. The loan is convertible into Keddem Bioscience`s shares at our discretion, until theearlier of: (x) the repayment date or (y) the merger, acquisition, IPO or similar event of Keddem Bioscience. If not converted,the loan is to be repaid by Keddem Bioscience upon the earlier of (i) June 30, 2011, and (ii) Keddem Bioscience defaultingunder the loan agreement`s terms. 

** **

***Consulting Agreement with Shomar Corporation,a company controlled by Martin Gerstel, our Chairman of the Board of Directors***

* *

In October 1998, we entered into a consultingagreement with Shomar Corporation, a company controlled by Martin S. Gerstel,our Chairman of the board of directors. The agreement renews automatically eachyear unless terminated by either party. Under the agreement, as amended, Mr.Gerstel provides consulting services to us and is required to devote at least50% of his business time to us. As compensation for his services under thisagreement, we paid Shomar Corporation an annual consulting fee of $150,000,plus reimbursement of Mr. Gerstel's reasonable out-of-pocket expenses. Theagreement includes non-disclosure and non-competition obligations in our favor.

 

On July 30, 2003, we granted to Martin Gersteloptions to purchase 150,000 of our ordinary shares at an exercise price of$2.38 per share, under the terms of our 2000 Option Plan. This grant was madein consideration of Shomar Corporation`s waiver of the annual consulting feesof $150,000 for each of the years 2003 through 2006 and was ratified by ourshareholders in our annual shareholders` meeting convened on July 30 2003. 

 

On July 30, 2003, we granted to Martin Gersteloptions to purchase 100,000 of our ordinary shares, at the exercise price of$2.38 per share, under the terms of our 2000 Option Plan. This grant was madein consideration for his services as Chairman of our board of directors and wasratified by our shareholders in our annual shareholders` meeting convened on July 30 2003. 

 

Except for this aforesaid remuneration, thereimbursement of Mr. Gerstel`s reasonable expenses incurred in connection withthe performance of services, in accordance with our consulting agreement withShomar, and for remuneration that all of our non-employee directors receive(which is the maximum amount payable to external directors in accordance withthe Companies Law), Mr. Gerstel does not receive any other direct or indirectcompensation for his services to us. 

**62** 

### ITEM 8.                  FINANCIAL INFORMATION

 

##### ConsolidatedStatements and Other Financial Information

** **

Our consolidated financial statements are includedon pages F-1 through F-32 of this annual report.  

 

***Legal Proceedings***

*** ***

Currently, we are not a party to any materialpending legal proceedings. Except for the sets of correspondence describedbelow, there are no legal proceedings pending or, to our knowledge, threatenedagainst us or our subsidiaries and we are not involved in any legal proceedingsthat our management believes, individually or in the aggregate, would have amaterial adverse effect on our business, financial conditions or operatingresults. 

** **

On January 5, 2004, we received a letter fromGenetic Technologies Limited, in which Genetic Technologies claims to owncertain patents relating to non-coding DNA polymorphisms. Following discussionsbetween us and Genetic Technologies on July 1, 2004, on August 1, 2004, Genetic Technologies informed us that it wishes to meet with us to discuss the mattersraised in this letter. We invited Genetic Technologies to propose dates forsuch a meeting. However, Genetic Technologies has not responded to thatinvitation and has not been in touch with us since. 

 

We received a letter dated February 23, 2004 from the law offices of I. Gornitzky & Co acting on behalf of Eli Mintz, a previousemployee and officer of ours and one of our co-founders. By that letter, EliMintz is requesting that we provide to him his full rights, including thoserights that relate to his share options. Following initial communicationbetween our external legal representatives and those acting on behalf of EliMintz, we sought clarification of Eli Mintz`s requests. Since that initialcommunication, we have not received any clarifications or any other informationfrom Eli Mintz.

 

If Genetic Technologies or Eli Mintz were toinstitute litigation against us, the cost of such litigation, if instituted,could be substantial whether or not we prevail.

 

***Dividend Distributions***

*** ***

We have never paid any cash dividends on ourordinary shares, and we do not intend to pay cash dividends on our ordinaryshares in the foreseeable future. Our current policy is to retain earnings foruse in our business.

 

In the event that we decide to pay a cash dividendfrom income that is tax exempt under our approved enterprise status, we wouldbe liable for corporate tax on the amount distributed at the rate of up to 25%.See Note 15 of our Consolidated Financial Statements and "Item 10.Taxation". Cash dividends may be paid by an Israeli company only out ofretained earnings as calculated under Israeli law. We currently have noretained earnings and do not expect to have any retained earnings in theforeseeable future.

 

##### Significant Changes

 

No significant changes have occurred since the dateof the consolidated financial statements included in this annual report. 

**63** 

### ITEM 9.                  THE OFFER AND LISTING 

 

*Markets and Share Price History*

 

The primary trading market for our ordinary sharesis the Nasdaq National Market, where our shares have been listed and tradedunder the symbol "CGEN" since our initial public offering in August, 2000. Ourshares have also been traded on the Tel Aviv Stock Market under the symbol"CGEN" since January 7, 2002.  The following table setsforth, for the periods indicated, the high and low reported sales prices of theordinary shares on the Nasdaq National Market and on the Tel Aviv StockExchange: 

 
| ** **                                                    | **Nasdaq** | **TASE** |
|---------------------------------------------------------------|------------|----------|
| **Last Six Calendar Months**                                  | **High**   | **Low**  | **High** | Low |
| January 2005                                                  | $6.250     | $4.930   | $6.046 | $4.936 |
| December 2004                                                 | $5.250     | $4.310   | $5.262 | $4.496 |
| November 2004                                                 | $4.900     | $3.750   | $4.724 | $3.832 |
| October 2004                                                  | $5.100     | $3.650   | $4.960 | $3.725 |
| September 2004                                                | $5.320     | $4.430   | $5.180 | $4.717 |
| August 2004                                                   | $5.210     | $3.180   | $5.081 | $3.042 |
|                                                          |       |     |   |   |
| **Financial Quarters During the Past Two Full  Fiscal Years** |       |     |   |   |
| Fourth Quarter of 2004                                        | $5.250     | $3.650   | $5.262 | $3.725 |
| Third Quarter 2004                                            | $5.410     | $3.180   | $5.180 | $3.042 |
| Second Quarter 2004                                           | $7.190     | $4.280   | $7.055 | $4.336 |
| First Quarter 2004                                            | $8.090     | $5.010   | $8.130 | $5.127 |
| Fourth Quarter 2003                                           | 5.760$     | 4.320$   | $5.132 | $4.463 |
| Third Quarter 2003                                            | 5.990$     | 4.000$   | $5.593 | $4.155 |
| Second Quarter 2003                                           | 6.090$     | 1.750$   | $6.086 | $1.866 |
| First Quarter 2003                                            | $2.490     | $1.500   | $2.629 | $1.506 |
|                                                          |       |     |   |   |
| **Last Five Full Financial Years**                            |       |     |   |   |
| 2004                                                          | $8.090     | $3.180   | $8.130 | $3.042 |
| 2003                                                          | 6.090$     | 1.500$   | $6.086 | $1.505 |
| 2002                                                          | $5.240     | $0.910   | $6.335 | $0.894 |
| 2001                                                          | $8.625     | $2.600   | -- | -- |
| 2000 - commencing August 11, 2000                             | $19.500    | $5.063   | -- | -- |

 

**64** 

### ITEM 10.                ADDITIONAL INFORMATION

 

##### Memorandum andArticles of Association

** **

***Objects and Purposes of the Company***

** **

We are registered under the Companies Law as apublic company with the name Compugen Ltd. and registration number51-177-963-9. The objective stated in our articles of association is to engagein any lawful activity. 

** **

***Powers of the Directors***

** **

Pursuant to the Companies Law and our articles ofassociation, a director is not permitted to vote on a proposal, arrangement orcontract in which he or she has a personal interest. Also, the directors maynot vote compensation to themselves or any members of their body without theapproval of our audit committee and our shareholders at a general meeting. Therequirements for approval of certain transactions are set forth below in "Item10. Additional Information; Memorandum and Articles of Association; Approval ofCertain Transactions" below. The powers of our directors to enter intoborrowing arrangements on our behalf is limited to the same extent as any othertransaction by us. 

** **

***Approval of Certain Transactions***

 

The Companies Law codifies the fiduciary dutiesthat office holders, including directors and executive officers, owe to acompany. An office holder, as defined in the Companies Law, is a director,general manager, chief business manager, deputy general manager, vice generalmanager, executive vice president, vice president, other manager directlysubordinate to the managing director or any other person assuming theresponsibilities of any of the foregoing positions without regard to suchperson's title. An office holder's fiduciary duties consist of a duty of careand a duty of loyalty. The duty of loyalty includes avoiding any conflict of interestbetween the office holder's position in the company and his personal affairs,avoiding any competition with the company, avoiding exploitation of anybusiness opportunity of the company in order to reap personal gain for himselfor others, and revealing to the company any information or documents relatingto the company's affairs which the office holder has received due to hisposition as an office holder. Each person listed in the table under"Directors and Senior Management", which is displayed under "Item 6.Directors, Senior Management and Employees; Directors and Senior Management",is one of our office holders. Under the Companies Law, all arrangements as tocompensation of office holders who are not directors require approval of theboard of directors, or a committee thereof. Arrangements regarding thecompensation of directors also require audit committee and shareholdersapproval, with the exception of compensation to outside directors in theamounts specified in the regulations promulgated under the Companies Law, asdiscussed in "Item 6. Directors and Senior Management; Compensation".

 

The Companies Law requires that an office holderpromptly discloses any personal interest that he or she may have and allrelated material information known to him or her, in connection with anyexisting or proposed transaction by the company. The disclosure must be made toour board of directors or shareholders prior to the meeting at which thetransaction is to be discussed. In addition, if the transaction is anextraordinary transaction, as defined under the Companies Law, the officeholder must also disclose any personal interest held by the office holder'sspouse, siblings, parents, grandparents, descendants, spouse's descendants andthe spouses of any of the foregoing, or by any corporation in which the officeholder is a five percent (5%) or greater shareholder, or holder of 5% or moreof the voting power, director or general manager or in which he or she has theright to appoint at least one director or the general manager. An extraordinarytransaction is defined as a transaction not in the ordinary course of business,not on market terms, or that is likely to have a material impact on thecompany's profitability, assets or liabilities.

**65** 

 

In the case of a transaction, which is not anextraordinary transaction, after the office holder complies with the abovedisclosure requirement, only board of directors` approval is required unlessthe Articles of Association of the company provide otherwise. A transaction mustnot be adverse to the company's interest. If the transaction is anextraordinary transaction, then, in addition to any approval required by theArticles of Association, the transaction must also be approved by the auditcommittee and by the board of directors, and under specified circumstances, bya meeting of the shareholders. An office holder who has a personal interest ina matter that is considered at a meeting of the board of directors or the auditcommittee may not be present at this meeting or vote on this matter.

 

The Companies Law applies the same disclosurerequirements to a controlling shareholder of a public company, which is definedas a shareholder who has the ability to direct the activities of a company,other than in circumstances where this power derives solely from theshareholder`s position on the board of directors or any other position with thecompany, and includes a shareholder that holds 25% or more of the voting rightsif no other shareholder owns more than 50% of the voting rights in the company.Extraordinary transactions with a controlling shareholder or in which acontrolling shareholder has a personal interest, and the terms of compensationof a controlling shareholder who is an office holder, require the approval ofthe audit committee, the board of directors and the shareholders of thecompany.

 

The shareholders` approval must either include atleast one-third of the disinterested shareholders who are present, in person orby proxy, at the meeting, or, alternatively, the total shareholdings of thedisinterested shareholders who vote against the transaction must not representmore than one percent (1%) of the voting rights in the company.

 

In addition, a private placement of securities thatwill increase the relative holdings of a shareholder that holds five percent(5%) or more of the company`s outstanding share capital, assuming the exerciseby such person of all of the convertible securities into shares held by thatperson, or that will cause any person to become a holder of more than fivepercent (5%) of the company`s outstanding share capital, requires approval bythe board of directors and the shareholders of the company. However, subject tocertain exceptions, shareholders approval will not be required if the aggregatenumber of shares issued pursuant to such private placement, assuming theexercise of all of the convertible securities into shares being sold in such aprivate placement, comprises less than twenty percent (20%) of the votingrights in a company prior to the consummation of the private placement.

 

Under the Companies Law, ashareholder has a duty to act in good faith towards the company and othershareholders and refrain from abusing his power in the company, including,among other things, voting in the general meeting of shareholders on thefollowing matters:

●*       *any amendment to the Articles of Association; 

●*       *an increase of the company's authorized sharecapital; 

●*       *a merger; or 

●*       *approval of interested party transactions thatrequire shareholders approval.

 

In addition, any controlling shareholder, anyshareholder who knows it can determine the outcome of a shareholders vote andany shareholder who, under our Articles of Association, can appoint or preventthe appointment of an office holder, is under a duty to act with fairnesstowards the company. The Companies Law does not describe the substance of thisduty. The Companies Law requires that specified types of transactions, actionsand arrangements be approved as provided for in a company`s articles ofassociation and in some circumstances by the audit committee, by the board ofdirectors and by the shareholders. In general, the vote required by the auditcommittee and the board of directors for approval of these matters, in eachcase, is a majority of the disinterested directors participating in a dulyconvened meeting. 

 

For information concerning the direct and indirectpersonal interests of some of our office holders and principal shareholders intransactions with us, see "Item 7. Major Shareholders; Related PartyTransactions" above.

**66** 

** **

***Rights Attached to Ordinary Shares***

** **

Our authorized share capital consists of 50,000,000ordinary shares, par value NIS 0.01 per share. Holders of ordinary shares haveone vote per share, and are entitled to participate equally in the payment ofdividends and share distributions and, in the event of our liquidation, in thedistribution of assets after satisfaction of liabilities to creditors. Nopreferred shares are currently authorized. All outstanding ordinary shares arevalidly issued and fully paid.

** **

***Transfer of Shares***

** **

Fully paid ordinary shares are issued in registeredform and may be freely transferred under our Articles of Association unless thetransfer is restricted or prohibited by another instrument. 

** **

***Dividend and Liquidation Rights***

** **

We may declare a dividend to be paid to theshareholders of our ordinary shares according to their rights and interests inour profits. In the event of our liquidation, after satisfaction of liabilitiesto creditors, our assets will be distributed to the shareholders of ourordinary shares in proportion to the nominal value of their shareholdings. Thisright may be affected by the grant of preferential dividend or distributionrights to the shareholders of a class of shares with preferential rights thatmay be authorized in the future. Pursuant to Israel's securities laws, acompany registering its shares for trade on the Tel Aviv Stock Exchange (TASE)may not have more than one class of shares for a period of one year followingregistration, after which it is permitted to issue preference shares. Under theCompanies Law, the declaration of a dividend does not require the approval ofthe shareholders of the company, unless the company's Articles of Associationrequire otherwise. Our Articles of Association provide that the board ofdirectors may declare and distribute dividends without the approval of theshareholders.

** **

***Annual and Extraordinary General Meetings***

 

We must hold our annual general meeting ofshareholders each year no later than 15 months from the last annual meeting, ata time and place determined by the board of directors, upon at least 21 days`prior notice to our shareholders. A special meeting may be convened by requestof two directors or by written request of one or more shareholders holding atleast 5% of our issued share capital and 1% of the voting rights or one or moreshareholders holding at least 5% of the voting rights. Shareholders requestinga special meeting must submit their proposed resolution with their request. Within21 days of receipt of the request, the board of directors must convene aspecial meeting and send out notices setting forth the date, time and place ofthe meeting. Such notice must be given at least 21 days but not more than 35days prior to the special meeting.

*** ***

The quorum required for a meeting of shareholdersconsists of at least two shareholders present in person or by proxy who hold orrepresent between them at least 33.3% of the issued share capital. A meetingadjourned for lack of a quorum generally is adjourned to the same day in thefollowing week at the same time and place or any time and place as thedirectors designate in a notice to the shareholders. At the reconvened meeting,the required quorum consists of any two members present in person or by proxy.  

 

***Voting Rights***

 

Our ordinary shares do not have cumulative votingrights in the election of directors. As a result, the holders of ordinaryshares that represent more than 50% of the voting power represented at ashareholders meeting have the power to elect all of our directors, except theoutside directors whose election requires a special majority as described underthe section entitled "Item 6. Directors, Senior Management and Employees;Board Practices; Outside and Independent Directors."

**67** 

Holders of ordinary shares have one vote for eachordinary share held on all matters submitted to a vote of shareholders.Shareholders may vote in person or by proxy. These voting rights may beaffected by the grant of any special voting rights to the holders of a class ofshares with preferential rights that may be authorized in the future. 

 

Under the Companies Law, unless otherwise providedin the Articles of Association or by applicable law, all resolutions of theshareholders require a simple majority and all shareholders' meetings requireprior notice of at least 21 days. Our Articles of Association provide that alldecisions may be made by a simple majority. See "Item 10. AdditionalInformation; Memorandum and Articles of Association; Approval of CertainTransactions" above for certain duties of shareholders towards the company.

 

***Limitations on the Rights to Own Securities***

** **

The ownership or voting of ordinary shares bynon-residents of Israel is not restricted in any way by our articles ofassociation or the laws of the State of Israel, except that nationals ofcountries which are, or have been, in a state of war with Israel may not berecognized as owners of our shares.

 

***Anti-Takeover Provisions under Israeli Law***

** **

The Companies Law providesthat an acquisition of shares in a public company must be made by means of atender offer if, as a result of such acquisition, the purchaser would becomeshareholder with over 25% of the voting rights in the company. This rule doesnot apply if there is already another shareholder of the company with 25% ormore of the voting rights. Similarly, the Companies Law provides that anacquisition of shares in a public company must be made by means of a tenderoffer if, as a result of the acquisition, the purchaser`s shareholdings wouldentitle the purchaser to over 45% of the voting rights in the company, unlessthere is a shareholder with 50% or more of the voting rights in the company.These rules do not apply if the acquisition is made by way of a merger.Regulations promulgated under the Companies Law provide that these tender offerrequirements do not apply to companies whose shares are listed for tradingoutside of Israel if, according to the law in the country in which the sharesare traded, including the rules and regulations of the stock exchange or whichthe shares are traded, either:

●*       *there is a limitation on acquisition of any levelof control of the company; or

●*       *the acquisition of any level of control requiresthe purchaser to do so by means of a tender offer to the public.

 

Finally, in general, Israeli tax law treatsspecified acquisitions less favorably than does US tax law. However, Israelitax law has been amended to provide for tax deferral in specified acquisitions,including transactions where the consideration for the sale of shares is thereceipt of shares of the acquiring company, making Israeli tax consequencesmore favorable than they had been in the past for shareholders who exchangetheir ordinary shares for shares in a foreign corporation under certaincircumstances. 

**68** 

 

##### Material Contracts

 

***Asset Purchase Agreement and Loan Agreementwith Keddem Bioscience Ltd.***

 

On August 1, 2004, we turned ourChemistry division into a wholly-owned subsidiary, Keddem Bioscience. Thetransaction was effected by way of an asset purchase agreement pursuant towhich we transferred to Keddem Bioscience of all of our assets and liabilitiesthat were dedicated to the operation of our chemistry division, inconsideration of the issuance to us of 2,999,900 ordinary shares NIS0.01 parvalue of Keddem Bioscience. On July 29, 2004, we entered into a Convertible Loan Agreement with KeddemBioscience, under which we agreed to loan to Keddem Bioscience up to$1,530,000. The outstanding principal loan amount shall bear interest atan annual rate (each year considered separately) which is the greater of (i)5%; and (ii) the 12 month LIBOR as determined on the first business day afterthe corresponding anniversary, compounded annually. The loan is convertibleinto Keddem Bioscience`s shares at ourdiscretion, until the earlier of: (x) the repayment date or (y) the merger,acquisition, IPO or similar event of KeddemBioscience. If not converted, the loan is to be repaid by Keddem Bioscienceupon the earlier of (i) June 30, 2011, and (ii) Keddem Bioscience defaulting under the loan agreement`sterms.

 

##### Exchange Controls 

 

Under Israeli Law, Israeli non-residents whopurchase ordinary shares with certain non-Israeli currencies (includingdollars) may freely repatriate in such non-Israeli currencies all amountsreceived in Israeli currency in respect of the ordinary shares, whether as adividend, as a liquidating distribution, or as proceeds from any sale in Israelof the ordinary shares, provided in each case that any applicable Israeli incometax is paid or withheld on such amounts. The conversion into the non-Israelicurrency must be made at the rate of exchange prevailing at the time ofconversion. Under Israeli law, both residents and non-residents of Israel mayfreely hold, vote and trade ordinary shares.

#####  

##### Taxation

 

The following discussion of Israeli and United  States tax consequences material to our shareholders is not intended andshould not be construed as legal or professional tax advice and does notexhaust all possible tax considerations. To the extent that the discussion isbased on new tax legislation, which has not been subject to judicial oradministrative interpretation, the views expressed in the discussion might notbe accepted by the tax authorities in question.  

 

**We urge shareholders and prospective purchasersof our ordinary shares to consult their own tax advisors as to the US, Israeli,or other tax consequences of the purchase, ownership and disposition ofordinary shares, including, in particular, the effect of any foreign, state orlocal taxes.**

* *

***Israeli Tax Considerations***

 

The following discussion refers to the current taxlaw applicable to companies in Israel, with special reference to its effect onus. This discussion also includes specified Israeli tax consequences to holdersof our ordinary shares and Israeli Government programs benefiting us.  

*** ***

*General Corporate Tax Structure*

** **

Israeli companies are generally subject to companytax at the rate of 35%, which was reduced to 34% in January 2005, and will befurther reduced to 32% in 2006 and 30% in 2007. However, the effective tax ratepayable by a company which derives income from an approved enterprise may beconsiderably less, as further discussed below.

**69** 

 

*Tax Benefits Under the Law for the Encouragementof Capital Investments, 1959*

* *

The Law for the Encouragement of CapitalInvestment, 1959, as amended, commonly referred to as the Investment Law,provides that a proposed capital investment in eligible facilities may, uponapplication to the Investment Center of the Ministry of Industry, Trade andLabor of the State of Israel, be designated as an "approved enterprise". Eachcertificate of approval for an approved enterprise relates to a specificinvestment program delineated both by its financial scope, including its capitalsources, and by its physical characteristics, for example, the equipment to bepurchased and utilized under the program. The tax benefits derived from anycertificate of approval relate only to taxable income attributable to thespecific approved enterprise. If a company has more than one approval or only aportion of its capital investments is approved, its effective tax rate is theresult of a weighted average of the applicable rates.

 

Taxable income of a company derived from anapproved enterprise is subject to company tax at the maximum rate of between10% and 25% depending on the percentage of non-Israeli investors holding ourordinary shares, rather than 35% in 2004, which has been reduced to 34% in2005, and will be further reduced to 32% in 2006 and 30% in 2007, for thebenefit period. This period is ordinarily seven years, or ten years if thecompany qualifies as a foreign investors' company as described below,commencing with the year in which the approved enterprise first generatestaxable income. However, this period is limited to 12 years from commencementof production or 14 years from the date of approval, whichever is earlier.

 

A company owning an approved enterprise may electto forego entitlement to grants otherwise available as a result of an approvedenterprise in return for alternative tax benefits. Under the alternativepackage of benefits, a company's undistributed income derived from an approvedenterprise will be exempt from company tax for a period of between seven andten years from the first year of taxable income, depending on the geographiclocation of the approved enterprise within Israel, and the company will beeligible for a reduced tax rate for the remainder of the benefits period.  

 

A company that has elected the alternative packageof benefits and that subsequently pays a dividend out of income derived fromthe approved enterprise during the tax exemption period will be subject to taxon the amount distributed, including any Company tax on these amounts, at therate which would have been applicable had it not elected the alternativepackage of benefits, generally 10%-25%, depending on the percentage of thecompany's shares held by foreign shareholders. The dividend recipient is taxedat the reduced rate applicable to dividends from approved enterprises, which is15%, if the dividend is distributed during the tax exemption period or within12 years after this period, or in the case of a foreign investors' company,without time limitation. The company must withhold this tax at source,regardless of whether the dividend is converted into or paid in foreigncurrency.

 

A company that has an approved enterprise programis eligible for further tax benefits if it qualifies as a foreign investors'company. A foreign investors' company is a company more than 25% of whose sharecapital and combined share and loan capital is owned by non-Israeli residents.A company which qualifies as a foreign investors' company and has an approvedenterprise program is eligible for tax benefits for a ten-year benefit period.The company tax rate applicable to income earned from approved enterpriseprograms in the benefit period by a company meeting these qualifications is asfollows:

 
| **For a company with foreign investment of** | Company Tax Rate |
|----------------------------------------------|------------------|
| More than 25% and less than 49%              | 25%              |
| 49% or more and less than 74%                | 20%              |
| 74% or more and less than 90%                | 15%              |
| 90% or more                                  | 10%              |

 

**70** 

 

Subject to applicable provisions concerning incomeunder the alternative package of benefits, all dividends are considered to beattributable to the entire enterprise and their effective tax rate is theresult of a weighted average of the various applicable tax rates. Under theInvestment Law, a company that has elected the alternative package of benefitsis not obliged to attribute part of the dividend to exempt profits, and maygenerally decide from which year's profits to declare dividends. We currentlyintend to reinvest any income derived from our approved enterprise programs andnot to distribute the income as a dividend.

 

The Investment Center bases its decision whether ornot to approve an application on the criteria set forth in the Investment Lawand regulations, the then prevailing policy of the Investment Center, and thespecific objectives and financial criteria of the applicant. Therefore, wecannot assure you that any applications we may make in the future will beapproved. In addition, the benefits available to an approved enterprise areconditioned upon the fulfillment of conditions stipulated in the Investment Lawand its regulations and the criteria in the specific certificate of approval,as described above. If a company does not meet these conditions, it would berequired to refund the amount of tax benefits, together with consumer priceindex linkage adjustment and interest.

 

The Investment Center granted approved enterprisestatus to three of our investment programs. However, following the transfer ofcertain assets to Keddem Bioscience under the Asset Purchase Agreement (See "Item10. Additional Information; Material Contracts; Keddem Bioscience Ltd."), wecurrently have an approved enterprise status for two of our investmentprograms. Taxable income derived from these programs will be tax exempt for aperiod of two years beginning with the year in which we first generate taxableincome, and thereafter will be subject to a reduced tax rate of 25%, or less,if we qualify as a foreign investors' company, for a period of between five andeight years, depending on the percentage of our capital held by non-Israelishareholders. To date, we have not generated taxable income.

 

*Tax Benefits for Research and Development*

 

Israeli tax law allows, under specific conditions,a tax deduction in the year incurred for expenditures, including capitalexpenditures, relating to scientific research and development projects, if theexpenditures are approved by the relevant Israeli government ministry,determined by the field of research, and the research and development is forthe promotion of the company and is carried out by or on behalf of the companyseeking the deduction. Expenditures not so approved are deductible over athree-year period. 

 

*Tax Benefits Under the Law for the Encouragementof Industry (Taxes), 1969*

* *

The Law for the Encouragement of Industry (Taxes),1969, generally referred to as the Industry Encouragement Law, provides severaltax benefits for industrial companies. An industrial company is defined as acompany resident in Israel, at least 90% of the income of which in a given taxyear exclusive of income from specified government loans, capital gains,interest and dividends, is derived from an industrial enterprise owned by it.An industrial enterprise is defined as an enterprise whose major activity in agiven tax year is industrial production activity.

 

Under the Industry Encouragement Law, industrialcompanies are entitled to a number of corporate tax benefits, including:

●*       *deduction of purchase of know-how and patents overan eight-year period; and

●*       *the right to elect, under specified conditions, tofile a consolidated tax return with additional related Israeli industrialcompanies and an industrial holding company.

 

Under some tax laws and regulations, an industrialenterprise may be eligible for special depreciation rates for machinery,equipment and buildings. These rates differ based on various factors, includingthe date the operations begin and the number of work shifts. An industrialcompany owning an approved enterprise may choose between these specialdepreciation rates and the depreciation rates available to the approvedenterprise.

**71** 

 

Eligibility for benefits under the IndustryEncouragement Law is not subject to receipt of prior approval from anygovernmental authority.

 

We believe that we currently qualify as anindustrial company within the definition of the Industry Encouragement Law. Wecannot assure you that the Israeli tax authorities will agree that we qualify,or, if we qualify, that we will continue to qualify as an industrial company orthat the benefits described above will be available to us in the future.

 

*Special Provisions Relating to Taxation underInflationary Conditions*

 

The Income Tax Law(Inflationary Adjustments), 1985, generally referred to as the InflationaryAdjustments Law, represents an attempt to overcome the problems presented to atraditional tax system by an economy undergoing rapid inflation. TheInflationary Adjustments Law is highly complex. Its features, which arematerial to us, can be described as follows:

●*       *there is a special tax adjustment for thepreservation of equity which classifies corporate assets into fixed assets andnon-fixed assets. Where a company's equity, as defined in the law, exceeds thedepreciated cost of fixed assets, a deduction from taxable income that takesinto account the effect of the applicable annual rate of inflation on theexcess is allowed up to a ceiling of 70% of taxable income in any single taxyear, with the unused portion permitted to be carried forward on a linkedbasis. If the depreciated cost of fixed assets exceeds a company's equity, thenthe excess multiplied by the applicable annual rate of inflation is added totaxable income;

●*       *subject to specified limitations, depreciationdeductions on fixed assets and losses carried forward are adjusted forinflation based on the increase in the consumer price index; and

●*       *in specified circumstances, gains on tradedsecurities, which might otherwise be eligible for reduced rates of tax, will beliable to company tax at the rate of 35% for 2004. 

** **

*Capital Gains Tax on**Sale**of ourOrdinary Shares by both residents and non-residents of**Israel**.*

** **

Israeli law generally imposes a capital gains taxon the sale of capital assets located in Israel, including shares in Israeliresident companies, by both residents and non-residents of Israel, unless aspecific exemption is available or unless a treaty between Israel and thecountry of the non-resident provides otherwise. Regulations promulgated underthe Israeli Income Tax Ordinance provided for an exemption from Israeli capitalgains tax for gains accrued before January 1, 2003 and derived from the sale ofshares of an "Industrial Company", as defined by the Industry EncouragementLaw, that are traded on specified non-Israeli markets, including The NASDAQNational Market, provided that the sellers purchased their shares either in thecompany`s initial public offering or in public market transactions thereafter.

 

This exemption does not apply to shareholders whoare in the business of trading securities, or to shareholders that are Israeliresident companies subject to the Income Tax (Adjustments for Inflation) Law-1985, or to shareholders who acquired their shares prior to an initial publicoffering. We believe that we are currently an Industrial Company, as defined bythe Industry Encouragement Law. The status of a company as an IndustrialCompany may be reviewed by the tax authorities from time to time. There can beno assurance that the Israeli tax authorities will not deny our status as anIndustrial Company, possibly with retroactive effect. 

**72** 

 

On January 1, 2003, the Lawfor Amendment of the Income Tax Ordinance (Amendment No.132), 5762-2002, knownas the tax reform, came into effect thus imposing capital gains tax at a rateof 15% on gains accrued on or after January 1, 2003 from the sale of shares inIsraeli companies publicly traded on a recognized stock exchange outside ofIsrael. This tax rate does not apply to: (1) dealers in securities; (2)shareholders that report in accordance with the Income Tax Law (InflationaryAdjustment) - 1985; or (3) shareholders who acquired their shares prior to aninitial public offering. The tax basis of shares acquired prior to January 1, 2003 will be determined in accordance with the average closing share price inthe three trading days preceding January 1, 2003. Non-Israeli residents shallbe exempt from Israeli capital gains tax on any gains derived from the sale ofshares publicly traded on a stock exchange recognized by the Israeli Ministryof Finance, provided such shareholders did not acquire their shares prior to aninitial public offering and further provided that their shares were not heldthrough a permanent establishment maintained in Israel by such shareholders. Inany event, the provisions of the tax reform shall not affect the exemption fromcapital gains tax for gains accrued before January 1, 2003, as described in the previous paragraph.

 

In addition, pursuant to the Convention Between theGovernment of the United States of America and the Government of Israel withRespect to Taxes on Income, as amended (the "United States- Israel TaxTreaty"), the sale, exchange or disposition of ordinary shares by a person whoqualifies as a resident of the United States within the meaning of the UnitedStates-Israel Tax Treaty and who is entitled to claim the benefits afforded tosuch person by the United States- Israel Tax Treaty (a "Treaty United StatesResident") generally will not be subject to the Israeli capital gains taxunless such "Treaty United States Resident" holds, directly or indirectly,shares representing 10% or more of our voting power during any part of the12-month period preceding such sale, exchange or disposition, subject tocertain conditions. However, under the United States-Israel Tax Treaty, such"Treaty United States Resident" would be permitted to claim a credit for suchtaxes against the United States federal income tax imposed with respect to suchsale, exchange or disposition, subject to the limitations in United States lawsapplicable to foreign tax credits. The United States-Israel Tax Treaty does notrelate to United States state or local taxes. 

 

Non-residents of Israel are subject to income taxon income accrued or derived from sources in Israel. These sources of incomeinclude passive income, including dividends, royalties and interest, as well asnon-passive income from services rendered in Israel. On distribution ofdividends other than bonus shares or stock dividends, income tax is withheld atsource, at the rate of 25%, or 12.5% for dividends not generated by an approvedenterprise if the non-resident is a US corporation and holds at least 10% ofour voting power, and 15% for dividends generated by an approved enterprise,unless in each case a different rate is provided in a treaty between Israel andshareholder's country of residence. Under the US-Israel tax treaty, the maximumtax on dividends paid to a holder of ordinary shares who is a US resident willbe 25%. However, under the Investment Law, dividends generated by an approvedenterprise are taxed at the rate of 15%.

*** ***

***United States******Federal IncomeTax Considerations***

 

The following discussesthe material United States federal income tax consequences to a holder of ourordinary shares and qualifies as a US Holder, which is defined as:

●*       *a citizen or resident of the United States; 

●*       *a corporation created or organized under the lawsof the United States, the District of Columbia, or any state; or

●*       *a trust or estate, treated, for United  States federal income tax purposes, as a domestic trust or estate.

 

This definition is based on current provisions ofthe Internal Revenue Code of 1986 (the "Code"), as amended, current andproposed Treasury regulations promulgated under the Code, and administrativeand judicial decisions as of the date of this prospectus, all of which aresubject to change, possibly on a retroactive basis. This definition does notencompass any aspect of state, local or non-United States tax laws.

**73** 

 

Further, this definitiondoes not purport to be a comprehensive description of all of the taxconsiderations that may be relevant to US Holders entitled to special treatmentunder United States federal income tax laws, for example, financialinstitutions, insurance companies, tax-exempt organizations and broker-dealers,and it does not address all aspects of United States federal income taxationthat may be relevant to any particular shareholder based on the shareholder'sindividual circumstances. In particular, this definition does not address thepotential application of the alternative minimum tax, nor the special UnitedStates federal income tax rules applicable in special circumstances, includingto US Holders who:

●*       *have elected mark-to-market accounting; 

●*       *hold our ordinary shares as part of a straddle,hedge or conversion transaction with other investments;

●*       *own directly, indirectly or by attribution at least10% of our voting power; and

●*       *have a functional currency that is not the USdollar. 

 

Additionally, this opinion does not consider thetax treatment of partnerships or persons who hold ordinary shares through apartnership or other pass-through entity or the possible application of United  States federal gift or estate taxes. Material aspects of United Statesfederal income tax relevant to a holder other than a US Holder are alsodescribed below.

 

***Taxation of Dividends Paid On Ordinary Shares***

 

A US Holder will be required to include in grossincome as ordinary income the amount of any distribution paid on ordinaryshares, including any Israeli taxes withheld from the amount paid, to theextent the distribution is paid out of our current or accumulated earnings andprofits as determined for United States federal income tax purposes.Distributions in excess of these earnings and profits will be applied againstand will reduce the US Holder's basis in the ordinary shares and, to the extentin excess of this basis, will be treated as gain from the sale or exchange ofordinary shares.

 

Dividend income earned by individuals may beeligible for a reduced rate of taxation. Dividend income will be taxed at theapplicable long-term capital gains rate if the dividend is received from a"qualified foreign corporation," and the shareholder of such foreigncorporation holds such stock for more than 60 days during the 120 day periodthat begins on the date that is 60 days before the ex-dividend date for thestock. The holding period is tolled for any days on which the shareholder hasreduced his risk of loss. A "qualified foreign corporation" is onethat is eligible for the benefits of a comprehensive income tax treaty with the  United States. A foreign corporation will be treated as qualified withrespect to any dividend paid, if its stock is readily tradable on anestablished securities market. However, a foreign corporation will not betreated as qualified if it is a Passive Foreign Investment Company (asdiscussed below) for the year in which the dividend was paid or the precedingyear.

 

Distributions of current or accumulated earningsand profits paid in foreign currency to a US Holder will be includible in theincome of a US Holder in a US dollar amount calculated by reference to theexchange rate on the day the distribution is received. A US Holder thatreceives a foreign currency distribution and converts the foreign currency intoUS dollars subsequent to receipt will have foreign exchange gain or loss basedon any appreciation or depreciation in the value of the foreign currencyagainst the US dollar, which will generally be US source ordinary income orloss.

 

As described above, wewill generally be required to withhold Israeli income tax from any dividendspaid to holders who are not resident in Israel. See "Israeli TaxConsiderations - Taxation of Non-Resident Holders of Shares." If a USHolder receives a dividend from us that is subject to Israeli withholding, thefollowing would apply:

●*       *You must include the gross amount of the dividend,not reduced by the amount of Israeli tax withheld, in your US taxableincome.

●*       *You may be able to claim the Israeli tax withheldas a foreign tax credit against your US income tax liability.

**74** 

●*       *The foreign tax credit is subject to significantand complex limitations. Generally, the credit can offset only the part of yourUS tax attributable to your net foreign source passive income.Additional special rules apply to taxpayers predominantly engaged in the activeconduct of a banking, insurance, financing or similar business. Additionally,if we pay dividends at a time when 50% or more of our stock is owned by USpersons, you may be required to treat the part of the dividend attributable toUS source earnings and profits as US source income, possibly reducing theallowable credit, unless you elect to calculate your foreign tax creditseparately with respect to our dividends.

●*       *A US Holder will be denied a foreign tax creditwith respect to Israeli income tax withheld from dividends received on theordinary shares to the extent the US Holder has not held the ordinary sharesfor at least 16 days of the 30-day period beginning on the date which is 15days before the ex-dividend date or to the extent the US Holder is under anobligation to make related payments with respect to substantially similar orrelated property. Any days during which a US Holder has substantiallydiminished its risk of loss on the ordinary shares are not counted towardmeeting the 16-day holding period required by the statute.

●*       *If you do not elect to claim foreign taxes as acredit, you will be entitled to deduct the Israeli income tax withheld fromyour Compugen dividends in determining your taxable income. Individuals who donot claim itemized deductions, but instead utilize the standard deduction, maynot claim a deduction for the amount of the Israeli income taxes withheld.

●*       *If you are a US corporation holding ourstock, you cannot claim the dividends-received deduction with respect to ourdividends.

 

Special rules, described below, apply if we are apassive foreign investment company.

 

***Taxation of the Disposition of OrdinaryShares***

* *

Subject to the description of the passive foreigninvestment company rules below, upon the sale, exchange or other disposition ofour ordinary shares, a US Holder will recognize capital gain or loss in anamount equal to the difference between the US Holder's basis in the ordinaryshares, which is usually the cost of these shares, and the amount realized onthe disposition. If, as anticipated, the ordinary shares are publicly traded, adisposition of shares will be considered to occur on the trade date, regardlessof the holder's method of accounting. Capital gain from the sale, exchange orother disposition of ordinary shares held more than one year is long-termcapital gain and is eligible for a reduced rate of taxation for non-corporateholders. Gain or loss recognized by a US Holder on a sale, exchange or otherdisposition of ordinary shares generally will be treated as United Statessource income or loss for United States foreign tax credit purposes. Thedeductibility of capital losses is subject to limitations for both corporateand individual shareholders.

 

A US Holder that uses the cash method of accountingcalculates the US dollar value of the proceeds received from a sale of ordinaryshares as of the date that the sale settles, and will generally have noadditional foreign currency gain or loss on the sale, while a US Holder thatuses the accrual method of accounting is required to calculate the value of theproceeds of the sale as of the trade date and may therefore realize foreigncurrency gain or loss, unless the US Holder has elected to use the settlementdate to determine its proceeds of sale for purposes of calculating this foreigncurrency gain or loss. In addition, a US Holder that receives foreign currencyupon disposition of our ordinary shares and converts the foreign currency intoUS dollars subsequent to receipt will have foreign exchange gain or loss basedon any appreciation or depreciation in the value of the foreign currencyagainst the US dollar, which will generally be US source ordinary income orloss.

**75** 

 

***Tax Consequences If We Are a Passive ForeignInvestment Company  ***

* *

Generally, a foreign corporation is treated as apassive foreign investment company ("PFIC") for United States federal incometax purposes for any tax year if, in such tax year, either (i) 75% or more ofits gross income is passive in nature (the "Income Test"), or (ii) the averagepercentage of its assets during such tax year that produce, or are held for theproduction of, passive income (determined by averaging the percentage of thefair market value of its total assets which are passive assets as of the end ofeach quarter of such year) is 50% or more (the "Asset Test").

* *

Because less than 75% of our gross income in 2004and in prior years constituted passive income, as defined for purposes of theIncome Test, we believe that application of the Income Test would have not haveresulted in our classification as a PFIC for any of such years. 

 

For 2001, 2002 and 2003, however, it is possiblethat we could be classified as a PFIC under the Asset Test principally becausea significant portion of our assets consisted of the cash raised in connectionwith both a public offering and a private offering of our ordinary shares in2000, coupled with the decline in the public market value of our ordinaryshares during 2001, 2002 and through the beginning of 2003 and the timing ofthe required valuations, although there is no definitive method prescribed inthe Code, United States Treasury Regulations or administrative or judicialinterpretations thereof for determining the value of a foreign corporation`sassets for purposes of the Asset Test. While the legislative history of theUnited States Taxpayer Relief Act of 1997 indicates that "the total value of apublicly-traded foreign corporation`s assets generally will be treated as equalto the sum of the aggregate value of its outstanding stock plus itsliabilities", there remains substantial uncertainty regarding the valuation ofa publicly-traded foreign corporation`s assets for purposes of the Asset Test.

 

In view of the uncertainty regarding the valuationof our assets for purposes of the Asset Test and the complexity of the issuesregarding our treatment as a PFIC, US shareholders are urged to consult theirown tax advisors for guidance as to our status as a PFIC. For those USshareholders who determine that we were a PFIC and notify us in writing oftheir request for the information required in order to effectuate the QEFElection described below, we will promptly make such information available tothem. 

 

If we are treated as a PFIC for United Statesfederal income tax purposes for any year during a US shareholder`s holdingperiod of ordinary shares and the US shareholder does not make a QEF Electionor a "mark-to-market" election (both as described below), any gain recognizedby the US shareholder upon the sale of ordinary shares (or the receipt ofcertain distributions) would be treated as ordinary income. This income wouldbe allocated over the US shareholder`s holding period with respect to hisordinary shares and an interest charge would be imposed on the amount ofdeferred tax on the income allocated to prior taxable years.

 

Although we will be generally treated as a PFIC asto any US shareholder if we are a PFIC for any year during the U.S.Shareholder`s holding period, if we cease to satisfy the requirements for PFICclassification, then under such circumstances, the US shareholder may avoid theconsequences of PFIC classification for subsequent years if he elects torecognize gain based on the unrealized appreciation in the ordinary sharesthrough the close of the tax year in which we cease to be a PFIC. Additionally,if we are treated as a PFIC, a US shareholder who acquires ordinary shares froma decedent would be denied the normally available step-up in tax basis forthese ordinary shares to fair market value at the date of death and insteadwould have a tax basis equal to the decedent`s tax basis in these ordinaryshares.

 

For any tax year in which we are treated as a PFIC,a US shareholder may elect to treat his ordinary shares as an interest in aqualified electing fund (a "QEF Election"), in which case, the US shareholderwould be required to include in income currently his proportionate share of ourearnings and profits in years in which we are a PFIC regardless of whetherdistributions of our earnings and profits are actually distributed to the USshareholder. Any gain subsequently recognized upon the sale by the USshareholder of his ordinary shares, however, generally would be taxed ascapital gain.

**76** 

 

As an alternative to a QEF Election, a USshareholder may elect to mark his ordinary shares to market annually,recognizing ordinary income or loss (subject to certain limitations) equal tothe difference between the fair market value of his ordinary shares and theadjusted tax basis of his ordinary shares. Losses would be allowed only to theextent of net mark-to-market gain accrued under the election.

 

We cannot assure you that we will avoid becoming aPFIC. US holders who hold ordinary shares during a period when we are a PFICwill be subject to the foregoing rules, even if we cease to be a PFIC. USHolders are urged to consult their tax advisors about the PFIC rules, includingQEF elections.

*** ***

***United States******Federal IncomeTax Consequences for Non-US Holders of Ordinary Shares***

 

Except as described in"Information Reporting and Back-up Withholding" below, a Non-USHolder of ordinary shares will not be subject to US federal income orwithholding tax on the payment of dividends on, and the proceeds from thedisposition of, ordinary shares, unless:

●*       *the item is effectively connected with the conductby the Non-US Holder of a trade or business in the United States and, in thecase of a resident of a country which has a tax treaty with the United States,the item is attributable to a permanent establishment or, in the case of anindividual, a fixed place of business, in the United States;

●*       *the Non-US Holder is an individual who holds theordinary shares as a capital asset and is present in the United States for 183days or more in the taxable year of the disposition and does not qualify for anexemption; or

●*       *the Non-US Holder is subject to tax under theprovisions of United States tax law applicable to US expatriates.

 

***Information Reporting and Back-up Withholding***

 

US Holders generally are subject to informationreporting requirements with respect to dividends paid in the United States onordinary shares. Existing regulations impose back-up withholding on dividendspaid in the United States on ordinary shares unless the US Holder provides IRSForm W-9 or otherwise establishes an exemption. US Holders are subject toinformation reporting and back-up withholding at a rate of 28% on proceeds paidfrom the disposition of ordinary shares unless the US Holder provides IRS FormW-9 or otherwise establishes an exemption.

 

Non-US Holders generally are not subject toinformation reporting or back-up withholding with respect to dividends paid on,or upon the disposition of, ordinary shares, provided that the non-US Holderprovides a taxpayer identification number, certifies to its foreign status, orotherwise establishes an exemption.

 

Prospective investors should consult their taxadvisors concerning the effect, if any, of these Treasury regulations on aninvestment in ordinary shares. The amount of any back-up withholding will beallowed as a credit against a US or Non-US Holder's United States federalincome tax liability and may entitle the Holder to a refund, provided thatspecified required information is furnished to the IRS.

** **

##### Documents on Display

** **

We are required to file reports and otherinformation with the SEC under the Securities Exchange Act of 1934 and theregulations thereunder applicable to foreign private issuers. You may inspectand copy reports and other information filed by us with the SEC at the SEC`spublic reference facilities described below.  Although as a foreignprivate issuer we are not required to file periodic information as frequentlyor as promptly as United States companies, we generally announce publicly ourquarterly and year-end results promptly and file periodic information with theSEC under cover of Form 6-K. As a foreign private issuer, we are also exemptfrom the rules under the Exchange Act prescribing the furnishing and content ofproxy statements and our officers, directors and principal shareholders areexempt from the reporting and other provisions in Section 16 of the ExchangeAct.

**77** 

 

You may review a copy of our filings with the SEC,including any exhibits and schedules, at the SEC`s public reference facilitiesin Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549and at the regional office of the SEC located at the Northwestern AtriumCenter, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at theoffices of the Israel Securities Authority at 22 Kanfei Nesharim St.,Jerusalem, Israel. You may also obtain copies of such materials from the PublicReference Section of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street,  N.W., Washington, D.C. 20549, at prescribed rates. You may call the SEC at1-800-SEC-0330 for further information on the public reference rooms. As aforeign private issuer we were only required to file through the SEC`s EDGARsystem as of November 2002. Our periodic filings are therefore available on theSEC`s Website www.sec.gov from that date. You may read and copy any reports,statements or other information that we file with the SEC, through the SEC`sEDGAR system available on the SEC`s website and at the SEC facilities listedabove. These SEC filings are also available to the public on the Israel SecuritiesAuthority`s website at www.isa.gov.il and from commercial document retrievalservices.

 

Any statement in this annual report about any ofour contracts or other documents is not necessarily complete. If the contractor document is filed as an exhibit to this annual report, the contract ordocument is deemed to modify the description contained in this annual report.We urge you to review the exhibits themselves for a complete description of thecontract or document.

**78** 

### ITEM 11.                QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK 

 

 We are exposed to a variety of risks, includingchanges in interest rates and foreign currency exchange risk and inflation. On December 31, 2004 and December 31, 2003, $14 million of our available cash was invested inmarket risk sensitive instruments. These instruments are three structured notesthat we acquired from three separate and unaffiliated issuers. These bear aninterest rate, which is dependent upon the six-months LIBOR rate. 

 

We may, in the future, undertake hedging or othersimilar transactions or invest in other market risk sensitive instruments, ifour management will determine that it is necessary to offset these risks.

##### Interest Rate Risk

 

As of December 31, 2004, we had $48.4 million incash, cash equivalents and marketable securities. We invest our cash surplus inbank deposits and marketable securities. Since these investments typicallycarry fixed interest rate, excluding our structure note, and since our policy andpractice is to hold these investments to maturity, financial income over theholding period is not sensitive to changes in rates interest.

 

##### Foreign CurrencyExchange Risk and Inflation 

** **

Since the majority of our revenues are paid in USdollars, we believe that inflation and fluctuations in the NIS/US dollarexchange rate have no material effect on our revenues. 

 

We incur a significant portion of our expenses,principally salaries and related personnel expenses, in New Israeli Shekels, or  NIS. As a result, we are exposed to the risk that the rate of inflation in Israelwill exceed the rate of devaluation of the NIS in relation to the US dollar orthat the timing of this devaluation lags behind inflation in Israel. Inaddition, we are exposed to the risk that the US dollar will be devaluedagainst the NIS. To date, we have not been materially affected by changes inthe Israeli rate of inflation or the exchange rates of the NIS compared to theUS dollar. 

### ITEM 12.                DESCRIPTION OF SECURITIESOTHER THAN EQUITY SECURITIES

 

Not applicable.

**79** 

 

# PARTII

 

### ITEM 13.                DEFAULTS, DIVIDEND ARREARAGESAND DELINQUENCIES

 

None. 

 

### ITEM 14.                MATERIAL MODIFICATIONS TO THERIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

##### Material Modificationsto the Rights of Security Holders

 

None. 

 

##### Use of Proceeds 

** **

None. 

** **

### ITEM 15.                CONTROLS AND PROCEDURES

 

Our disclosure controls and procedures are designedto provide reasonable assurance that information required to be disclosed inthis report is recorded, processed, summarized and reported on a timely basis.Under the supervision of our Chief Executive Officer and Chief FinancialOfficer, we conducted an evaluation of our disclosure controls and procedures,as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated underthe Securities Exchange Act of 1934. Based on this evaluation, our ChiefExecutive Officer and Chief Financial Officer concluded that our disclosurecontrols and procedures were effective as of the end of the period covered bythis annual report. Our Chief Executive Officer and Chief Financial Officerhave also concluded that there were no significant changes in our internalcontrols or in other factors that could significantly affect the internalcontrols subsequent to that date of evaluation, including any corrective actionswith regard to significant deficiencies and material weaknesses.

 

### ITEM 16.                RESERVED

** **

### ITEM 16A.            AUDIT COMMITTEE FINANCIAL EXPERT

 

Our board of directors has determined that Mr.David Schlachet, who chairs our audit committee, is an "audit committee financialexpert".

### ITEM 16B.             CODE OF ETHICS

 

Our board of directors adopted a code of ethicsthat applies to our chief executive officer, chief financial officer, directorof finance, controller, and other persons performing similar functions. 

 

The code of ethics is posted on our website,addressed www.cgen.com.

**80** 

### ITEM 16C.             PRINCIPAL ACCOUNTANT FEES ANDSERVICES

 

The following table presents the fees paid to ourexternal auditors for professional services rendered in the years ended December 31, 2004 and 2003: 

 
|                | 2004        | 2003         |
|---------------------|-------------|--------------|
| Audit  Fees         | $55,000     | $ 55,000     |
| Audit  Related Fees | -           | $ 7,000      |
| Tax  Fees           | $13,000     | $ 18,000     |
| All Other Fees      | $1,935      | $ 6,250      |
| **Total**           | **$69,935** | **$ 86,250** |

 

"Audit Fees" are fees for professional servicesrendered in connection with the audit of our consolidated annual financialstatements and review of our unaudited interim financial statements;

 

"Audit Related Fees" are fees for professionalservices rendered in connection with the audit and other assignments, relatingto internal accounting functions and procedures;

 

"Tax Fees" are fees for services rendered inconnection with tax compliance, tax planning and tax advice; and

 

"All Other Fees" are fees for consulting servicesrendered to us.

 

### ITEM16D.             EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

 

### ITEM16E.             PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS

 

None.

**81** 

*** ***

# PART III

*** ***

### ITEM 17.                FINANCIAL STATEMENTS

 

We have elected to furnish financial statements andrelated information specified in Item 18.

 

### ITEM 18.                FINANCIAL STATEMENTS

 

See pages F-1 to F-32 of this annual report.

 

### ITEM 19.                EXHIBITS

*** ***

##### Index to Exhibits

 
| **Exhibit Number** | **Description**                                                                                                                                   |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1                | Form of Articles of Association of Issuer, as  amended as of June 1, 2004.                                                                        |
| 4.1                | Asset Purchase Agreement with Keddem Bioscience,  and Amendment thereto.                                                                          |
| 4.2                | Loan Agreement with Keddem Bioscience, and  Amendment thereto.                                                                                    |
| 10.1               | Consent of Kost Forer Gabbay & Kasierer, a  member of Ernst & Young Global, dated February 28, 2005.                                      |
| 10.2               | Consent of Kesselman & Kesselman, member of  PriceWaterhouseCoopers, independent auditors of Keddem Bioscience, dated February 28, 2005.      |
| 10.3               | Audit Report by Kesselman & Kesselman, member  of PriceWaterhouseCoopers, independent auditors of Keddem Bioscience, dated February 28, 2005. |
| 12.1               | Certification by Chief Executive Officer pursuant  to section 302 of the Sarbanes-Oxley Act of 2002.                                              |
| 12.2               | Certification by Chief Financial Officer pursuant  to section 302 of the Sarbanes-Oxley Act of 2002.                                              |
| 13.1               | Certification by Chief Executive Officer pursuant  to section 906 of the Sarbanes-Oxley Act of 2002.                                              |
| 13.2               | Certification by Chief Financial Officer pursuant  to section 906 of the Sarbanes-Oxley Act of 2002.                                              |

* *

**82** 

* *

SIGNATURES

 

Pursuant to the requirements of Section 12 of theSecurities Exchange Act of 1934, the registrant hereby certifies that it meetsall the requirements for filing on Form 20-F and has duly caused this annualreport to be signed on its behalf by the undersigned, thereunto duly authorizedon this 28th day of February, 2005.

 

 

** **

** **

**COMPUGEN LTD.**

 

 

 

Signature:      \s\ Dr. Mor Amitai

 

Name:             Mor Amitai, Ph.D.

Title:               President, Chief ExecutiveOfficer and Director

Date:               February 28, 2005

 

**83** 

 

 

 

** **

 

 

 

**COMPUGENLTD. AND ITS SUBSIDIARIES**

 

 

**CONSOLIDATEDFINANCIAL STATEMENTS**

** **

** **

**AS OF****DECEMBER 31, 2004**

 

 

**INU.S. DOLLARS**

 

 

 

 

 

**INDEX**

 

 

| ** **                                                   | **Page**   |
|--------------------------------------------------------------|------------|
| ** **                                                   | ** ** |
| **Report of Independent Registered Public  Accounting Firm** | **2**      |
| ** **                                                   | ** ** |
| **Consolidated Balance Sheets**                              | **3**      |
| ** **                                                   | ** ** |
| **Consolidated Statements of Operations**                    | **4**      |
| ** **                                                   | ** ** |
| **Statements of Changes in Shareholders' Equity**            | **5**      |
| ** **                                                   | ** ** |
| **Consolidated Statements of Cash Flows**                    | **6 - 7**  |
| ** **                                                   | ** ** |
| **Notes to Consolidated Financial Statements**               | **8 - 32** |

 

 

 

- - - - - - - - - - - - -

**F - 1** 

 
|  |  

  |  

  |
|--|----------------|----------------|

 

** **

** **

** **

** **

**REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

**To the Shareholders of**

** **

**COMPUGEN LTD.**

 

 

 

We have auditedthe accompanying consolidated balance sheets of Compugen Ltd. ("theCompany") and its subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, changes in shareholders'equity and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on these financialstatements based on our audits. We did not audit the financial statements ofKeddem BioSciense Ltd., a wholly-owned subsidiary, for the year ended December 31, 2004, which statements reflect total assets constituting 4% in 2004 and totalrevenues and grants constituting 3.5% in 2004 of the related consolidatedtotals. Those statements were audited by other auditors whose report has beenfurnished to us, and our opinion, insofar as it relates to the amounts includedfor Keddem BioSciense, is based solely on the report of the other auditors.

* *

We conductedour audits in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes considerationof internal control over financial reporting as a basis for designing auditprocedures that are appropriate in the circumstances, but not for the purposeof expressing an opinion on the effectiveness of the Company's internal controlover financial reporting. Accordingly, we express no such opinion.  Anaudit also includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, and evaluatingthe overall financial statement presentation.  We believe that ouraudits and the report of other auditors provide a reasonable basis for ouropinion.

* *

* *

Inour opinion, based on our audits and the report of other auditors, theconsolidated financial statements referred to above present fairly, in allmaterial respects, the consolidated financial position of the Company and itssubsidiaries as of December 31, 2004 and 2003, and the consolidated results oftheir operations and their cash flows for each of the three years in periodended December 31, 2004, in conformity with U.S. generally accepted accountingprinciples.

 

 

 

 

 

 
| Tel-Aviv, Israel | KOST FORER GABBAY & KASIERER     |
|------------------|--------------------------------------|
| February 7, 2005 | A Member of Ernst & Young Global |

 

**F - 2** 

 
| **F - 3**                                                                                                                                                                                            | *** ***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | * *     | $5,353 | $7,526 |
| *)           Reclassified.                                                                                                                                                                                |  
* *

 
February 7, 2005

* *

* *

* *

*** ***

 
Date of approval of the

financial statements

* *

Mor Amitai, Ph.D. 

President & Chief  Executive Officer

* *

Nurit Benjamini

Chief Financial Officer

* *

The accompanying notes are an integral part of theconsolidated financial statements.

**F - 4** 

* *

* *

 

** **

** **

** **

**Year ended**

 

** **

 

** **

December 31,

 

** **

Note

** **

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

12

 

$             2,630

 

$             6,776

 

$             9,262

Governmental and other grants 

 

4

 

1,397

 

2,050

 

1,835

 

 

 

 

 

 

 

 

 

Total revenues and grants

 

 

 

4,027

 

8,826

 

11,097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

 

1,100

 

2,275

 

2,819

Research and development expenses 

 

 

 

12,318

 

13,306

 

14,170

Selling and marketing expenses 

 

 

 

2,446

 

3,811

 

5,538

General and administrative expenses 

 

 

 

3,740

 

3,650

 

3,614

 

 

 

 

 

 

 

 

 

Total operating expenses *)

 

 

 

19,604

 

23,042

 

26,141

 

 

 

 

 

 

 

 

 

Operating loss

 

 

 

(15,577)

 

(14,216)

 

(15,044)

Financial income, net

 

13

 

1,417

 

2,112

 

2,789

Other income

 

3,14

 

605

 

662

 

-

Capital loss

 

 

 

(167)

 

-

 

-

Minority interest in loss of subsidiary 

 

 

 

-

 

-

 

51

 

 

 

 

 

 

 

 

 

Net loss 

 

 

 

$(13,722)

 

$(11,442)

 

$(12,204)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share 

 

 

 

$             0.50)

 

$             0.43)

 

$             0.47)

 

 

 

 

 

 

 

 

 

Weighted average number  of Ordinaryshares used in computing basic  and diluted net loss per share

 

 

 

27,473,341

 

26,409,180

 

26,103,343

 

 

*)            Includes deferred stock compensation- see Note 11.

 

The accompanying notes are an integral part of theconsolidated financial statements.

**F - 5** 

 

 

** **

Ordinary shares

 

**Additional paid-in**

 

**Deferred**

**stock**

 

**Accumulated**

 

**Total shareholders'**

 

 

Number

 

Amount

 

capital

 

compensation

 

deficit

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2002

 

26,048,384

 

$71

 

$150,418

 

$(2,039)

 

$(68,388)

 

$80,062

Employee options exercised

 

114,021

 

*)  -

 

161

 

-

 

-

 

161

Amortization of deferred  stock compensation

 

-

 

-

 

-

 

1,001

 

-

 

1,001

Reversal of prior years  compensation relating to options and warrants issued to scientific advisory  board members, consultants and others

 

-

 

-

 

(139)

 

-

 

-

 

(139)

Forfeited options

 

-

 

-

 

(458)

 

458

 

-

 

-

Net loss

 

-

 

-

 

-

 

-

 

(12,204)

 

(12,204)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2002

 

26,162,405

 

71

 

149,982

 

(580)

 

(80,592)

 

68,881

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee options exercised

 

686,069

 

1

 

1,306

 

-

 

-

 

1,307

Deferred stock compensation 

 

-

 

-

 

826

 

(826)

 

-

 

-

Amortization of deferred  stock compensation

 

-

 

-

 

-

 

786

 

-

 

786

Compensation relating to  options and warrants issued to scientific advisory board members, consultants  and others

 

-

 

-

 

276

 

-

 

-

 

276

Forfeited options

 

-

 

-

 

(119)

 

119

 

-

 

-

Net loss

 

-

 

-

 

-

 

-

 

(11,442)

 

(11,442)

 

 

 

 

 

 

 

 

 

 

 

 

 

  Balance as of December 31, 2003

 

26,848,474

 

     72

 

152,271

 

      

  (501)

 

 (92,034)

 

 

   59,808

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee options exercised

 

877,548

 

2

 

2,723

 

-

 

-

 

2,725

Amortization of deferred  stock compensation

 

-

 

-

 

-

 

298

 

-

 

298

Stock compensation 

 

-

 

-

 

55

 

-

 

-

 

55

Compensation relating to  options and warrants issued to scientific advisory board members, consultants  and others

 

-

 

-

 

402

 

-

 

-

 

402

Forfeited options

 

-

 

-

 

(7)

 

7

 

-

 

-

Net loss

 

-

 

-

 

-

 

-

 

(13,722)

 

(13,722)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2004

 

27,726,022

 

$74

 

$155,444

 

$(196)

 

$(105,756)

 

$49,566

 

 

*)            Represents an amount lower than $1

 

The accompanying notes are an integral part of theconsolidated financial statements.

**F - 6** 

 

** **

Year ended December 31,

 

** **

2004

 

2003

 

2002

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(13,722)

 

$(11,442)

 

$(12,204)

Adjustments required to  reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Capital gain from sale of  BioXL business

 

-

 

(459)

 

-

Amortization of deferred  stock compensation

 

298

 

786

 

1,001

Compensation relating to  options and warrants issued to scientific advisory board members, consultants  and others

 

457

 

276

 

(139)

Depreciation

 

1,466

 

1,889

 

1,897

Accrued severance pay,  net

 

(130)

 

(95)

 

278

Interest and amortization of premium on  marketable securities

 

1,163

 

1,001

 

793

Capital loss

 

167

 

-

 

-

Decrease (increase) in trade receivables

 

113

 

1,612

 

     (181)

Decrease (increase) in  other accounts receivable and prepaid expenses

 

(202)

 

 *) 1,211

 

*)  (1,257)

Decrease in inventories

 

-

 

80

 

23

Increase (decrease) in  trade payables and other accounts payable and accrued expenses

 

(522)

 

(796)

 

62

Increase (decrease) in  deferred revenue

 

(1,290)

 

329

 

635

 

 

 

 

 

 

 

Net cash used in operating activities

 

(12,202)

 

(5,608)

 

(9,092)

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of marketable securities

 

(8,191)

 

(39,648)

 

(15,934)

Proceeds from redemption  of marketable securities

 

15,566

 

17,905

 

13,904

Proceeds from short-term  and long-term bank deposits

 

-

 

30,195

 

9,241

Purchase of property and equipment

 

(1,435)

 

(2,326)

 

(1,426)

Decrease (Increase) in Long term lease deposits

 

(7)

 

 *) 33

 

*) (3)

Deconsolidation of Evogene (1)

 

-

 

(1,400)

 

-

Proceeds from sale of BioXL business 

 

-

 

126

 

-

 

 

 

 

 

 

 

Net cash provided by  investing activities

 

5,933

 

4,885

 

5,782

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Exercise of options

 

2,725

 

1,307

 

161

Convertible loan in Evogene

 

-

 

2,037

 

-

 

 

 

 

 

 

 

Net cash provided by financing activities

 

2,725

 

3,344

 

161

 

 

 

 

 

 

Increase (decrease) in  cash and cash equivalents

 

(3,544)

 

2,621

 

(3,149)

Cash and cash equivalents  at the beginning of the year

 

7,910

 

5,289

 

8,438

 

 

 

 

 

 

 

Cash and cash equivalents at the end of the year

 

$4,366

 

$7,910

 

$5,289

 

*)            Reclassified.

 

The accompanying notes are an integral part of theconsolidated financial statements.

**F - 7** 

 

 

 

Year ended December 31, 2003

(1)   Deconsolidation of  Evogene: 

 

 

 

 

 

The Company  deconsolidated Evogene effective July 1, 2003 (see Note 1). Assets and  liabilities of subsidiary previously consolidated at date of deconsolidation:

 

 

Working capital (excluding cash and cash equivalents)

 

$             56

Property and equipment, net

 

(301)

Long-term lease deposits

 

(8)

Accrued severance pay, net

 

2

Convertible loan

 

2,037

Long-term accounts payable

 

80

Excess of losses over investment in Evogene

 

(466)

 

 

 

 

 

$1,400

 

 

 

The accompanying notes are an integral part of theconsolidated financial statements.

 

**F - 8** 

 

**NOTE 1:-               GENERAL**

 

a.*                   *Compugen Ltd. ("the Company") is a drug anddiagnostic discovery company incorporating ideas and methods from mathematics,computer science, and physics into biology, chemistry, and medicine. TheCompany`s powerful predictive models and discovery engines are both advancingthe understanding of important biological phenomena and enabling the discoveryof numerous potential therapeutic products and diagnostic markers. The Companyhas an early stage in-house pipeline consisting of selected therapeutic proteincandidates discovered by the Company; additional discoveries have beenout-licensed for development. The Company generated most of its revenues fromcollaboration and license fees related to the commercialization of its softwareproducts as well as from services to leading biotechnology and pharmaceuticalcompanies. 

 

The Company's headquarters and research facilitiesare located in Israel, with U.S. operations, through a wholly-owned subsidiaryCompugen USA Inc. ("Compugen Inc.") located in San Jose, Californiaand Maryland. Compugen Inc.'s headquarters, which were located in New Jersey,were relocated to the Company's existing business development, sales, andmarketing offices in San Jose, California. This process was completed in 2004.The associated charges related to the above, consist of employee terminationbenefits of 7 employees in the amount of approximately $ 184 (which wererecorded as follows: $ 103 as research and development expenses and $ 81 asgeneral and administrative expenses) and costs associated with termination oflease commitments of approximately $ 48, which were recorded as general andadministrative expenses. As of December 31, 2004, approximately $ 191 was paidand the remaining obligation was paid during January 2005. In addition certain,long lived assets have been sold in consideration to their amortized costs andcertain long lived assets have been abandoned resulting in a capital loss ofapproximately $ 160.

 

b.*                  *In 2000, Compugen and certain individuals (the"Founders") reached an understanding as to the formation of anagricultural biology activity ("AgBio"). During the entrepreneurialphase, and until the establishment of a company dedicated to the Agbioactivity, such activity was conducted in house at Compugen.

 

On January 1, 2002, the Company established amajority owned Israeli subsidiary (then 82% ownership) together with theFounders by the name of Evogene Ltd. ("Evogene"). Evogene andCompugen entered into an Asset Purchase Agreement, whereby certain property andequipment (valued at $ 286), motor vehicle leasing contracts, patents andintellectual property, were transferred, in consideration of the issuance of1,640,000 Ordinary shares of Evogene. In connection with the formation ofEvogene, Compugen recorded expenses in the amount of $ 51. On January 10, 2002, the Company signed a convertible loan agreement with Evogene, pursuantto which, Evogene received an amount of $ 900 from the Company. 

 

On January 6, 2003, Evogene entered into aconvertible loan agreement with new investors ("the Investors") forthe aggregate amount of $ 2,000 ("the Transaction"), the initialclosing of the Transaction took place on January 6, 2003. The overalloutstanding loan is convertible at the option of the investors at any timeprior to the repayment date (as defined below) into 

 
****F - 9** **
** **

**NOTE 1:-               GENERAL (Cont.)**

 

Evogene's Preferred A shares. To the extent theloan shall not be converted into Evogene's Preferred A shares, Evogene will berequired to repay the loan amount plus interest at the rate of 5% per annum on March 31, 2007 ("the Repayment Date"). The loan shall be automatically convertedinto Evogene's Preferred A shares upon: (i) an Initial Public Offering (ii) amerger, or (iii) an acquisition of all or substantially all of the assets ofEvogene ("Conversion Event"). Compugen did not participate in theinvestment round. Furthermore, Compugen agreed to forgive the entireoutstanding Compugen convertible loan amount and all accrued interest, toextend the term of the license to use certain computational tools granted by itto Evogene until December 31, 2005 (additional extension indicated below),and to give the investors an irrevocable proxy empowering them to vote with 50%of Company's holdings in Evogene at the time, subject to adjustments based onthe conversion of the loan. 

 

Following the Transaction, Compugen's shares inEvogene were converted into ordinary-1 shares, to allow for certain preferencesover ordinary share holders, in the case of liquidation or deemed liquidationof Evogene. 

 

In addition, Evogene granted to certain of theinvestors options to purchase additional Evogene Preferred A shares. The optionsare exercisable during the period commencing on the date of the conversionevent and terminating 24 months after such date, unless such conversion eventis a merger or consolidation of Evogene in which Evogene is the survivingentity, in which case, the options expire immediately upon the closing of suchconversion event.

 

In addition, Compugen is granting book keepingservices to Evogene, for which it is fully reimbursed on arms length basis.During the year ended December 31, 2004 and 2003, services reimbursed byEvogene amounted to $ 6 and $ 7, respectively.

 

In January 2003, the FASB issued Interpretation No.46, "Consolidation of Variable Interest Entities" ("FIN46"). The objective of FIN 46 was to improve financial reporting bycompanies involved with variable interest entities. A variable interest entityis a corporation, partnership, trust, or any other legal structure used forbusiness purposes that has one of the following: (1) an insufficient amount ofequity to carry on its principal operations, without additional subordinatedfinancial support from other parties, (2) a group of equity owners that areunable to make decisions about the entity`s activities, or (3) equity that doesnot absorb the entity`s losses or receive the benefits of the entity. FIN 46requires a variable interest entity to be consolidated by a company if thatcompany is subject to a majority of the risk of loss from the variable interestentity's activities or entitled to receive a majority of the entity's residualreturns or both. FIN 46 also requires disclosures about variable interestentities that the company is not required to consolidate but in which it has asignificant variable interest. The consolidation requirements of FIN 46 appliedimmediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year orinterim period ending after March 15, 2004. 

 

The Company has evaluated the effects of theissuance of the Interpretation in accounting for its ownership interests inEvogene and on July 1, 2003, the Company has deconsolidated Evogene (under theearly implementation provisions), because it believed it is not Evogene'sprimary beneficiary under the Interpretation's requirements.

**F - 10** 

 

 

**NOTE 1:-               GENERAL (Cont.)**

 

In February 2004, Evogene and the Investors enteredinto an amended and restated convertible loan agreement, under which the amountof the convertible loan was increased by additional $ 1,551. Compugen didnot participate in this financing round. Under this transaction, the Investorsreceived additional warrants to purchase shares of Evogene. 

 

In August 2004, the Company entered into anextension agreement to a computational tools license agreement with Evogene.The original license was granted to Evogene upon Evogene's incorporation on January 1, 2002. Under the Extension Agreement, the license was extended for 2 additionalyears, until December 31, 2007, in consideration for the issuance to Compugenof 350,000 ordinary shares of Evogene. During these two years Compugen isobligated to provide to Evogene limited support services at no additional cost.The Company accounted for this transaction in accordance with EITF No. 0-08"Accounting by a Grantee for Equity Instruments to be received inConjunction with Providing Goods or Services." The Company deems the fairvalue of the equity instruments received to date to be minimal and as a resultno revenues were recognized.

 

The Company has evaluated the effects of FIN 46,with regards to the above (the additional convertible loan and the extension ofthe licenses agreement), resulting in no changes in the accounting treatment,since the Company still believes it is not Evogene's primary beneficiary underthe interpretation's requirements. 

 

As of December 31, 2004 and 2003, the Company held84.7% and 82% of Evogene's share capital, respectively (however only 49.79% ofEvogene's voting rights), and had excess of losses over investment in Evogenein the amount of $ 466. 

 

c.*                   *In 2002, the Company established a wholly-owned Israelishelf company subsidiary by the name of Keddem BioSciense Ltd.("Keddem"). On August 1, 2004, Compugen turned itscomputational chemistry activity into a wholly-owned subsidiary, KeddemBioscience Ltd. ("Keddem"). The transaction was affected through anAsset Purchase Agreement ("APA"), under which Compugen transferred toKeddem the chemistry business, including all assets and liabilities relatedthereto, in consideration for the issuance of 2,999,900 ordinary shares NIS 0.01par value each of Keddem. In addition, the Company, on the closing date,granted to Keddem a license to use certain utility software that it owns,software that does not form part of the core technology of the Company'sactivities. On July 29, 2004, Compugen entered into a Convertible LoanAgreement with Keddem, under which Compugen agreed to loan to Keddem $ 1,530.The outstanding principal loan amount shall bear interest at an annual rate(each year considered separately) which is the greatest of (i) 5%; and (ii) the12 months LIBOR as determined on the first business day after the correspondinganniversary, compounded annually. The loan is convertible into Keddem's sharesat Compugen's discretion, until the earlier of: (x) the repayment date or (y)the merger, acquisition, IPO or similar event of Keddem. If not converted, theloan is to be repaid by Keddem upon the earlier of (i) June 30, 2011, and (ii) Keddem defaulting under the loan agreement's terms. As of December 31, 2004, the Company loaned Keddem $ 1,455 out of the total loan. All amounts wereeliminated upon consolidation.

**F - 11** 

 

 

**NOTE 1:-               GENERAL (Cont.)**

 

In connection with this transaction, the Companyextended the term for exercise of the vested portion of certain of its stockoptions for employees whose employment with the Company was terminated and whowere then employed by Keddem. The Company has applied APB No. 25,"Accounting for Stock Issued to Employees" and FIN No. 44"Accounting for Certain Transactions Involving Stock Compensation", inaccounting for this extension and recorded compensation expenses at an amountof $ 55.

 

 

**NOTE 2:-               SIGNIFICANT ACCOUNTING POLICIES**

 

The consolidated financial statements have beenprepared in conformity with accounting principles generally accepted in the United  States ("U.S. GAAP"). 

 

a.*                   *Use of estimates:

 

The preparation of financial statements inconformity with generally accepted accounting principles requires management tomake estimates and assumptions that affect the amounts reported in thefinancial statements and accompanying notes. Actual results could differ fromthose estimates.

 

b.*                  *Financial statements in U.S. dollars:

 

The functional currency of the Company and itsaffiliates is the U.S. dollar, as the Company's management believes that theU.S. dollar is the primary currency of the economic environment in which theCompany and its affiliates have operated and expect to continue to operate inthe foreseeable future. A majority of the Company's sales are made outside Israelin U.S. dollars. The majority of the Company's and its affiliates' operationsare currently conducted in Israel and most of the expenses in Israel arecurrently paid in new Israeli shekels ("NIS"); however, most of theexpenses are denominated and determined in U.S. dollars. 

 

Accordingly, monetary accounts maintained incurrencies other than the dollar are remeasured into U.S. dollars in accordancewith Statement of the Financial Accounting Standard Board ("SFAS")No. 52 "Foreign Currency Translation." All transaction gains and lossesof the remeasured monetary balance sheet items are reflected in the statementof operations as financial income or expenses, as appropriate.

 

c.*                   *Basis of consolidation:

 

The consolidated financial statements include theaccounts of the Company and its wholly-owned subsidiaries, Compugen USA Inc.and Keddem Bioscience. Intercompany transactions and balances have beeneliminated upon consolidation. Evogene's results of operations are included inthe Company's consolidated results of operations until July 1, 2003, (see note 1b).

 

**F - 12** 

 

**NOTE 2:-               SIGNIFICANT ACCOUNTING POLICIES**

 

d.*                  *Cash equivalents:

 

The Company considers all highly liquid investmentsthat are convertible to cash with maturities of three months or less at theiracquisition date as cash equivalents.

 

e.*                   *Marketable securities:

 

The Company accounts for its investments inmarketable securities using SFAS No. 115, "Accounting for CertainInvestments in Debt and Equity Securities."

 

Management determines the appropriateclassification of its investments in marketable debt at the time of purchaseand re-evaluates such determinations at each balance sheet date. To date, alldebt securities have been classified as held-to-maturity as the Company has thepositive intent and ability to hold the securities to maturity.

 

These investments are stated at amortized cost,including accrued interest. Amortization of the premium and the accretion ofdiscounts and interest are included in financial income, net. The Company'sinvestment holdings have been classified in the consolidated balance sheetaccording to the maturity date.

 

The Company accounts for its structured notes inaccordance with the provisions of FASB Emerging Issues Task Force("EITF") Issue No. 96-12, "Recognition of Interest Income andBalance Sheet Classification of Structured Notes", according to which theCompany uses the "Retrospective interest method".

 

f.*                    *Long-term lease deposits:

 

Long-term lease deposits include long-term depositsas security for facilities and motor vehicles leases.

 

g.*                  *Property and equipment:

 

Property and equipment are stated at cost, net ofaccumulated depreciation. Depreciation is calculated using the straight-linemethod over the estimated useful lives of the assets at the following annualrates:

 

%

 

 

Computers, software and related equipment

33

Office furniture and laboratory equipment

6 - 30

Leasehold improvements

Over the term  of the lease

 

The long-lived assets of the Company and itssubsidiaries are reviewed for impairment in accordance with SFAS No. 144,"Accounting for the Impairment or Disposal of Long-Lived Assets",whenever events or changes in circumstances indicate that the carrying amountof an asset may not be recoverable. Recoverability of assets to be held andused is measured by a comparison of the carrying amount of an asset with thefuture undiscounted cash flows expected to be generated by the assets.

**F - 13** 

 

**NOTE 2:-               SIGNIFICANT ACCOUNTING POLICIES**

 

If such assets are considered to be impaired, theimpairment to be recognized is measured by the amount by which the carryingamount of the assets exceeds the fair value of the assets. During the years2002, 2003 and 2004, no impairment losses have been identified. 

 

h.*                  *Research and development costs:

 

Research and development costs are charged to thestatement of operations as incurred.

 

SFAS No. 86, "Accounting for the Costs ofComputer Software to be Sold, Leased or Otherwise Marketed", requirescapitalization of certain software development costs subsequent to theestablishment of technological feasibility.

 

Based on the Company's product development process,technological feasibility is established upon completion of a working model.The Company does not incur material costs between the completion of the workingmodel and the point at which the products are ready for general release.Therefore, research and development costs associated with the development ofsoftware products are also charged to the statement of operations as incurred.

 

i.*                    *Revenue and grant recognition:

 

To date, the Company and its subsidiaries havederived most of their revenues from collaborations and license fees forsoftware products. The Company also generates revenues from sales of servicesincluding maintenance, support, customization, professional services,integration and installation as well as the sale of products (OligoLibraries).In addition, the Company recognized revenues from governmental and other grants(as described below). The Company and its subsidiaries sell their productsprimarily through their direct sales force and resellers, both of whom areconsidered end users. 

 

The Company and its subsidiaries recognize softwarelicense revenues in accordance with Statement of Position ("SOP")97-2, "Software Revenue Recognition", as amended and SOP 98-9,"Modification of SOP 97-2, Software Revenue Recognition with Respect toCertain Transactions." SOP 97-2 generally requires revenues earned onsoftware arrangements involving multiple elements to be allocated to eachelement based on the relative fair value of the elements. SOP 98-9 requires thatrevenues be recognized under the "Residual Method" when vendorspecific objective evidence (VSOE) of fair value exists for all undeliveredelements and no VSOE exists for the delivered elements and all revenuerecognition criteria of SOP 97-2, as amended, are satisfied.

 

Revenues from license fees are recognized whenpersuasive evidence of an agreement exists, delivery of the product hasoccurred, no significant obligations with regard to implementation remain, thefee is fixed or determinable, and collectibility is probable. 

**F - 14** 

 

**NOTE 2:-               SIGNIFICANT ACCOUNTING POLICIES(Cont.)**

 

Maintenance and support revenues included in thesearrangements are deferred and recognized on a straight-line basis over the termof the maintenance and support agreement. The VSOE of fair value of theundelivered elements (maintenance, support and professional services) isdetermined based on the price charged for the undelivered element when soldseparately or based on renewal rate.

 

The Company and its subsidiaries license productson either a perpetual or on a term basis. License revenues arising from thesale of perpetual licenses and term licenses for a period longer than one yearare recognized in the accounting period during which the sale took place.License revenue arising from a term license for a period of one year or less isrecognized over the contractual term of the license.

 

Revenues from software license fees that involvecustomization of the Company's software to customer specific specifications,development services, integration and installation are recognized in accordancewith SOP 81-1 "Accounting for Performance of Construction-Type and CertainProduction-Type Contracts", using contract accounting on a percentage ofcompletion method, over the period from signing of the license through tocustomer acceptance in accordance with the "Input Method". The amountof revenue recognized is based on the total license fees under the licenseagreement and the percentage to completion achieved. The percentage to completionis measured by monitoring progress using records of actual time incurred todate in the project compared to the total estimated project requirement, whichcorresponds to the costs related to earned revenues. Estimates of total projectrequirements are based on prior experience of customization, delivery andacceptance of the same or similar technology and are reviewed and updatedregularly by management. After delivery, if uncertainty exists about customeracceptance of the software, license revenue is not recognized until acceptance.Provisions for estimated losses on uncompleted contracts are made in the periodin which such losses are first determined, in the amount of the estimated losson the entire contract. During the years 2003 and 2004, no such estimated losseswere identified. 

 

The Company believes that the use of the percentageof completion method is appropriate as the Company has the ability to makereasonably dependable estimates of the extent of progress towards completion,contract revenues and contract costs. In addition, contracts executed includeprovisions that clearly specify the enforceable rights regarding services to beprovided and received by the parties to the contracts, the consideration to beexchanged and the manner and terms of settlement. In all cases the Companyexpects to perform its contractual obligations and its licensees are expectedto satisfy their obligations under the contract. 

 

Revenues from sales of products (OligoLibraries)are recognized in accordance with Staff Accounting Bulletin ("SAB")No. 104 "Revenue Recognition in Financial Statements", and EITF No.99-19 "Reporting gross revenues as a principal vs. net as an agent",when delivery has occurred, persuasive evidence of an agreement exists, thevendor's fee is fixed or determinable, no further obligation exists andcollectability is probable. 

 

**F - 15** 

 

**NOTE 2:-               SIGNIFICANT ACCOUNTING POLICIES(Cont.)**

 

The Company accounts for equity instrumentsreceived in accordance with EITF No.0-08 "Accounting by a Grantee forEquity Instruments to be received in Conjunction with Providing Goods orServices." The Company deems the fair value of the equity instrumentsreceived to date to be minimal and as a result no revenues were recognized.

 

Royalty and non-royalty bearing grants from the Governmentof Israel through the Ministry of Industry and Trade - the Office of the ChiefScientist of Israel ("OCS") for funding approved research anddevelopment projects, are presented as a component of the total revenues andgrants as the related research and development expenses are incurred. TheCompany is not obligated to repay any amounts received from the OCS if theresearch effort is unsuccessful (see Note 4).

 

Deferred revenues include amounts received fromcustomers for which revenue has not been recognized.

 

j.*                    *Income taxes:

 

The Company and its affiliates account for incometaxes in accordance with SFAS No.109, "Accounting for Income Taxes"("SFAS No.109"). This Statement prescribes the use of the liabilitymethod whereby deferred tax assets and liability account balances aredetermined based on differences between financial reporting and tax bases ofassets and liabilities and are measured using the enacted tax rates and lawsthat will be in effect when the differences are expected to reverse. The Companyand its affiliates provide a valuation allowance, if necessary, to reducedeferred tax assets to their estimated realizable value.

 

k.*                   *Fair value of financial instruments:

 

The following methods and assumptions were used bythe Company and its subsidiaries in estimating their fair value disclosures forfinancial instruments:

 

The carrying amounts of cash and cash equivalents,trade receivables, other accounts receivable, trade payables and other accountspayable approximate their fair value due to the short-term maturity of suchinstruments.

 

The fair value of marketable securities is based onquoted market prices and does not differ significantly from the carrying amount(see Note 6).

 

l.*                    *Stock-based compensation: 

 

The Company has elected to follow APB No. 25"Accounting for Stock Issued to Employees" and FIN No. 44"Accounting for Certain Transactions Involving Stock Compensation" inaccounting for its employee stock option plans. Under APB 25, when the exerciseprice of the Company's stock options is less than the market price of theunderlying shares on the date of grant, compensation expense is recognized. 

**F - 16** 

 

**NOTE 2:-               SIGNIFICANT ACCOUNTING POLICIES(Cont.)**

 

The Company applies SFAS No. 123 "Accountingfor Stock Based Compensation" ("SFAS 123") and EITF 96-18"Accounting for Equity Instruments that are Issued to Other than Employeesfor Acquiring, or in Conjunction with Selling, Goods or Services"("EITF 96-18") with respect to options issued to non-employees. SFASNo.123 requires use of an option valuation model to measure the fair value ofthe options on the date of grant.

 

The Company adopted the disclosure provisions ofSFAS No. 148, "Accounting for Stock-Based Compensation - transition anddisclosure", which amended certain provisions of SFAS 123 to providealternative methods of transition for an entity that voluntarily changes to thefair value based method of accounting for stock-based employee compensation,effective as of the beginning of the fiscal year. The Company continues toapply the provisions of APB No. 25, in accounting for stock-based compensation(see also Note 11c).

 

Pro forma information regarding the Company's netloss and net loss per share is required under SFAS No. 123 and has beendetermined as if the Company had accounted for its employee stock options underthe fair value method prescribed by SFAS No. 123.

 

For the purposes of pro forma disclosure, theestimated fair value of the options is amortized to expenses over the optionsvesting period that is generally four years based on an accelerated method.

 

The fair value of each option granted is estimatedon the date of grant using the Black & Scholes option valuationmodel with the following weighted-average assumptions for 2004, 2003 and 2002:expected life of 3.1, 2.1, and 2.1 respectively, dividend yield of 0% for allyears; expected volatility of 44%, 43% and 74%, respectively, and risk-freeinterest rate of 3.36%, 1% and 1.25%, respectively.

 

The following table illustrates the effect on netloss and net loss per share, assuming that the Company had applied the fairvalue recognition provision of SFAS No. 123 on its stock-based employeecompensation:

 

 

** **

Year ended December 31,

 

** **

2004

 

2003

 

2002

 

 

 

 

 

 

 

Net loss as reported

 

$(13,722)

 

$(11,442)

 

$(12,204)

Deduct - total stock-based  compensation - intrinsic value 

 

298

 

786

 

1,001

Add - stock-based  compensation - fair value

 

(1,414)

 

(2,068)

 

(3,189)

 

 

 

 

 

 

 

Pro forma net loss

 

$(14,838)

 

$(12,724)

 

$(14,392)

 

 

 

 

 

 

 

Basic and diluted net  loss per share - as reported

 

$(0.50)

 

$(0.43)

 

$(0.47)

 

 

 

 

 

 

 

Basic and diluted net  loss per share - pro forma

 

$(0.54)

 

$(0.48)

 

$(0.55)

**F - 17** 

 

**NOTE 2:-               SIGNIFICANT ACCOUNTING POLICIES(Cont.)**

 

m.*                 *Net loss per share:

 

Basic net loss per share is calculated based on theweighted average number of ordinary shares outstanding during each year.Diluted net loss per share is calculated based on the weighted average numberof ordinary shares outstanding during each year, plus dilutive potential inaccordance with SFAS No. 128, "Earnings per Share".

 

All outstanding stock options have been excludedfrom the calculation of the diluted net loss per share because all suchsecurities are anti- dilative for all periods presented. The total number ofshares related to outstanding options excluded from the calculations of dilutednet loss per share was 4,149,036, 4,987,593 and, 4,969,057 for the years ended December 31, 2004, 2003 and 2002, respectively.

 

n.*                  *Concentrations of credit risks:

 

Financial instruments that potentially subject theCompany and its affiliates to concentrations of credit risk consist principallyof cash and cash equivalents, marketable securities, trade receivables andlong-term lease deposits.

 

Cash and cash equivalents are invested in majorbanks in Israel and the United States. Such investments in the United Statesmay be in excess of insured limits and are not insured in other jurisdictions.Management believes that the financial institutions that hold the Company'sinvestments are financially sound and, accordingly, minimal credit risk existswith respect to these investments. 

 

The trade receivables of the Company and itssubsidiaries are mainly derived from sales to customers located primarily inthe United States, Europe and the Far East (see also Note 12). The Company andits subsidiaries perform ongoing credit evaluations of its customers and todate have not experienced any material losses. An allowance for doubtfulaccounts is determined with respect to specific amounts that the Company andits subsidiaries have determined to be doubtful of collection. As of December 31, 2004 and 2003 no allowance for doubtful accounts was deemed necessary.

 

The Company's marketable securities includeinvestments in corporate bonds and U.S. government institutions. Managementbelieves that those corporations are financially sound, the portfolio is welldiversified, and accordingly, minimal credit risk exists with respect to thesemarketable securities.

 

The Company and its subsidiaries have nosignificant off-balance-sheet concentration of credit risk such as foreignexchange contracts, option contracts or other foreign hedging arrangements.

**F - 18** 

 

**NOTE 2:-               SIGNIFICANT ACCOUNTING POLICIES(Cont.)**

 

o.*                  *Severance pay:

 

The Company's liability for severance pay for itsIsraeli employees is calculated pursuant to Israel's Severance Pay Law based onthe most recent salary of the employees multiplied by the number of years ofemployment, as of the balance sheet date. Employees are entitled to one month'ssalary for each year of employment or a portion thereof. The Company'sliability for all of its employees is fully provided by monthly deposits withinsurance policies and by an accrual. The value of these policies is recordedas an asset in the Company's balance sheet.

 

The deposited funds may be withdrawn only upon thefulfillment of the obligation pursuant to Israel's Severance Pay Law or laboragreements. The value of the deposited funds is based on the cash surrenderedvalue of these policies, and includes immaterial profits accumulated up to thebalance sheet date.

 

Severance expenses for the years ended December 31, 2004, 2003 and 2002 amounted to approximately $ 650, $ 395 and $ 724,respectively.

 

p.*                  *Reclassification:

 

Certain prior year amounts have been reclassifiedto conform to the current year presentation.

 

q.*                  *Recently issued accounting pronouncements: 

 

In December 2004, the FASB issued Statement ofFinancial Accounting Standard No. 153, Exchanges of Non-monetary Assets, anamendment of APB Opinion No. 29 ("SFAS 153"). The guidance in APBOpinion No. 29, Accounting for Non-monetary Transactions ("APB 29"),is based on the principle that exchanges of non-monetary assets should bemeasure based on fair value of the assets exchanged.  APB 29 includedcertain exceptions to that principle.  SFAS 153 amends APB 29 toeliminate the exception for non-monetary exchanges of similar productive assetsand replaces it with a general exception for exchanges of non-monetary assetsthat do not have commercial substance. A non-monetary exchange has commercialsubstance if the future cash flows of the entity are expected to changesignificantly as a result of the exchange. SFAS 153 is effective fornon-monetary assets exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect that the adoption of SFAS 153 will have amaterial effect on its financial position or results of operations.

 

 

**F - 19** 

 

**NOTE 2:-               SIGNIFICANT ACCOUNTING POLICIES(Cont.)**

 

On December16, 2004, the FASB issued FASB StatementNo. 123 (revised 2004), Share Based Payment, which is revision of FASBStatement No. 123, Accounting for Stock Based Compensation. SFAS 123Rsupersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, andamends FASB Statement No. 95, Statement of Cash Flow. Generally, the approachin SFAS 123R is similar to the approach described in Statement 123. However,SFAS 123R requires all share-based payments to employees, including grants ofemployee stock options, to be recognized in the income statement based on theirfair value. Pro forma disclosure is no longer an alternative. 

SFAS 123R must be adopted no longer than July 1, 2005. Early adoption is permitted in periods in which financial statement have notyet been issued. We expect to adopt SFAS 123R on July 1, 2005.

SFAS 123R permits companies to adopt itsrequirement using one of the two methods: 

1.*       *A "modified prospective"method in which compensation cost is recognized beginning with the effectivedate (a) based on the requirements of SFAS 123R for all share-based paymentsgranted after the effective date and (b) based on the requirements of SFAS 123Rfor all awards granted to employees prior to the effective date of SFAS 123Rthat remain unvested in the effective date. 

2.*       *A "modified retrospective"method which includes the requirements of the modified prospective methoddescribed above, but also permits entities to restate based in the amountspreviously recognized under SFAS 123R for purposes of pro forma disclosureseither: (a) all prior periods presented or (b) prior interim period of the yearof adoption.  

 

The Company plans to adopt SFAS 123R using themodified prospective method. 

 

As permitted by SFAS 123, the Company currentlyaccounts for share based payments to employees using APB 25 intrinsic valuemethod and, as such, generally recognizes no compensation cost for employeesstock options. Accordingly, the adoption of SFAS 123R fair value method willhave significant impact in our result of operations, although it will have noimpact on our overall financial position. The impact of adoption of SFAS 123Rcannot be predicted at this time because it will depend on levels of sharebased payments granted in the future. However, had we adopted SFAS 123R inprior periods, the impact of that standard would have approximated the impactof SFAS 123 as described in the disclosure of pro forma net income and earningper share in Note 2l to our consolidated financial statements. 

 

In March 2004, the FASB approved the consensusreached on the Emerging Issues Task Force (EITF) Issue No. 03-1, "TheMeaning of Other-Than-Temporary Impairment and Its Application to CertainInvestments" ("EITF 03-1").  The objective of thisIssue is to provide guidance for identifying impaired investments. EITF 03-1also provides new disclosure requirements for investments that are deemed to betemporarily impaired. The accounting provisions of EITF 03-1 are effective forall reporting periods beginning after June 15, 2004, while the disclosurerequirements are effective only for annual periods ending after June 15, 2004. The Company has evaluated the impact of the adoption of EITF 03-1 and doesnot believe the impact will be significant to the Company's overall results ofoperations or financial position.

**F - 20** 

 

**NOTE 3:-               BIOACCELERATOR BUSINESS**

 

On July 1, 2003 ("the effective date"),Compugen and Biocceleration Ltd. ("Biocceleration") a companyestablished by one of Compugen's founders entered into an agreement wherebyBiocceleration bought Compugen's Bioaccelerator ("BioXL") businessfor cash payments to be paid by way of: (i) quarterly installments during 2003- 2005, and (ii) royalties based on Biocceleration's revenues during 2006-2010.The transaction was closed on November 26, 2003. The sale of the BioXL businessincludes the transfer to Biocceleration of Compugen's BioXL related accountsreceivables commencing from the effective date, inventory, equipment dedicatedto the BioXL business and intellectual property subsisting in the BioXLsoftware and hardware, certain trademarks including the"Bioaccelerator" trademark and the copyright subsisting in writtentechnical and marketing materials. With regard to the liabilities under the OCSprogram, which supported the development of the BioXL, Biocceleration shallreimburse Compugen for all royalties paid by Compugen to the OCS in respect ofrevenues that Compugen generated and will continue to generate after theeffective date. In addition, Compugen shall reimburse Biocceleration for allamounts received with respect to revenues related to the BioXL businessgenerated on or after the effective date. In connection with the transaction,in 2003 Compugen recognized $ 459 in capital gain included under other income.The Company is recognizing additional other income each installment that ispaid under this agreement. The Company recognized $ 343 in other income during2004.

 

 

**NOTE 4:-               GOVERMENTAL GRANTS**

 

Royalty and non-royalty bearing grants from theGovernment of Israel through the Ministry of Industry and Trade - the Office ofthe Chief Scientist of Israel ("OCS") for funding approved researchand development projects, are presented as a component of the total revenuesand grants as the related research and development expenses are incurred.  Underthe royalty bearing programs, the Company is not obligated to repay any amountsreceived from the OCS if the research program that such grant relates to isunsuccessful. If the research program is successful, the Company is committedto pay royalties at a rate of 3% to 5% of sales of the products arising fromsuch research program, up to a maximum of 100% of the amount received linked tothe $ US (for grants received under programs approved subsequent to January 1,1999, the maximum to be repaid is 100% plus interest at LIBOR). For the yearsended December 31, 2004, 2003 and 2002, the Company has paid and accruedroyalties to the OCS in the amount of $ 0, $ 58 and $ 40, respectively. As of December 31, 2004, the Company's contingent obligation for royalties, based onroyalty-bearing Government participation received or accrued, net of royaltiespaid or accrued, totaled approximately $ 3,850. The liability for royalties tothe OCS is recorded as cost of revenues at the time the related royalty-bearingsales are recognized as revenues in the statement of operations.

 

**F - 21** 

 

**NOTE 5:-               CASH AND CASH EQUIVALENTS**

 

 

** **

December 31,

 

** **

2004

 

2003

Bank deposits in U.S.  dollars (bearing an annual average interest rate of 1.81% and 1.05%,  respectively)

 

$             2,609

 

$             6,444

Bank deposits in NIS  (bearing an annual average interest rate of 3.16% and 4.6%, respectively)

 

323

 

608

Cash in banks (current accounts)

 

1,434

 

858

 

 

 

 

 

 

 

$             4,366

 

$             7,910

 

**NOTE 6:-               MARKETABLE SECURITIES**

 

** **

** **

Amortized

 cost

** **

Gross unrealized

 gains

** **

Gross unrealized

losses

** **

Estimated 

fair value

** **

** **

December 31,

** **

December 31,

** **

December 31,

** **

December 31,

** **

** **

2004

** **

2003

** **

2004

** **

2003

** **

2004

** **

2003

** **

2004

** **

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$24,316

 

$31,851

 

$12

 

$260

 

$142

 

$81

 

$24,186

 

$32,030

U.S government institutions

 

5,718

 

6,743

 

-

 

13

 

37

 

4

 

5,681

 

6,752

Structured  notes *)

 

14,028

 

14,006

 

-

 

-

 

-

 

-

 

14,028

 

14,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$44,062

 

$52,600

 

$12

 

$273

 

$179

 

$85

 

$43,895

 

$52,788

 

As of December 31, 2004 and 2003, all the Company'ssecurities were classified as held-to-maturity.

 

In the years 2004, 2003 and 2002 the Company didnot sell any securities prior to their maturity and accordingly, did notrealize any gains or losses on held-to-maturity securities. 

 

The Company's management believes that theunrealized losses are considered temporary as the decline per bond is consideredinsignificant. In addition, the unrealized losses are in continuous positionfor a period not more than twelve months.

 

The scheduled maturities of held-to-maturitysecurities at December 31, 2004 are as follows:

 

** **

** **

**Amortized**

** **

**Estimated**

** **

** **

cost

** **

fair value

Held-to-maturity:

 

 

 

 

 

 

 

 

 

Due  within one year

 

$             16,208

 

$             16,161

Due  after one year through four years

 

27,854

 

27,734

 

 

 

 

 

 

 

$             44,062

 

$             43,895

 

**F - 22** 

 

**NOTE 6:-               MARKETABLE SECURITIES (Cont.)**

 

The following table summarizes the fair value andgross unrealized losses related to held-to-maturity securities, aggregated byinvestment category and length of time that individual securities have been ina continuous unrealized loss position, at December 31, 2004:

 

** **

** **

Less Than 12 Months

** **

12 Months or More

** **

Total

** **

** **

Fair Value

** **

Gross Unrealized Losses

** **

Fair Value

** **

Gross Unrealized Losses

** **

Fair Value

** **

Gross Unrealized Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$19,200

 

$80

 

$4,986

 

$62

 

$24,186

 

$142

U.S government institutions

 

4,187

 

18

 

1,494

 

19

 

5,681

 

37

Structured notes *)

 

14,028

 

-

 

-

 

-

 

14,028

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$37,415

 

$98

 

$6,480

 

$81

 

$43,895

 

$179

 

The unrealized losses on the Company`s investmentsin held-to-maturity securities were caused mainly by interest rate increases,and are considered as insignificant. The contractual terms of these investmentsdo not permit the issuer to settle the securities at a price less than theamortized cost of the investment. Since these unrealized losses areinsignificant, and since the Company has the ability and intent to hold theseinvestments until the maturity date, the Company does not consider theseinvestments to be other-than-temporarily impaired at December 31, 2004. 

 

*)            During 2003, the Company invested inthree structured notes at par value totaling $ 14 million, maturing in July2006, August 2006 and June 2007. The notes were acquired from separateunaffiliated issuers and were categorized as held-to-maturity under thearrangement with the banks, whether or not the investments bear interest dependsupon the rate for six-months LIBOR. The issuers have the right to call thestructured notes. For each day on which the six-months dollar LIBOR is below anagreed annual fixed rate, the investments bear coupon interest at the rate of3.15%, 3.625% and 4.1% per annum, respectively. On all other days, theinvestments do not bear any interest at all. The balance as of December 31, 2004 and 2003 includes accrued interest of approximately $ 56 and $ 66,respectively. The notes were accounted for in accordance with the provisions ofEITF Issue No. 96-12, "Recognition of Interest Income and Balance SheetClassification of Structured Notes." 

 

 
 NOTE 7:-                    OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
 

 

 

December 31, 

 

 

2004

 

2003

 

 

 

 

 

Accrued interest on deposits

 

$             -

 

$             4

Grants receivable from the Office of the Chief Scientist

 

504

 

317

Government authorities

 

254

 

226

Employee loans

 

60

 

44

Short term car leasing

 

28

 

55

Prepaid expenses and other

 

556

 

554

 

 

 

 

 

 

 

$             1,402

 

$             1,200

**F - 23** 

 

**NOTE 8:-               PROPERTY AND EQUIPMENT**

 

 

 

December 31,

 

 

2004

 

2003

Cost

 

 

 

 

Computers,  software and related equipment

 

$             5,805

 

$             7,907

Laboratory equipment and office furniture

 

2,334

 

3,666

Leasehold  improvements

** **

2,189

 

507

 

 

 

 

 

 

 

10,328

 

12,080

Accumulated  Depreciation

 

 

 

 

Computers,  software and related equipment

 

4,894

 

6,358

Laboratory equipment and office furniture

 

1,207

 

1,576

Leasehold  improvements

** **

488

 

209

 

 

 

 

 

 

 

6,589

 

8,143

 

 

 

 

 

Depreciated  cost

 

$             3,739

 

$             3,937

 

For the years ended December 31, 2004, 2003 and 2002, depreciation expenses were approximately $ 1,466, $ 1,889 and $ 1,897,respectively.

 

**NOTE 9:-               OTHER ACCOUNTS PAYABLE AND ACCRUEDEXPENSES**

** **

 

 

December 31,

 

 

2004

 

2003

 

 

 

 

 

Employees and related accruals

 

$             1,013

 

$             1,323

Audit & related accrued expenses

 

46

 

35

Consultants & Board members

 

59

 

131

Commitment for capital expenditures

 

190

 

-

Royalties

 

-

 

33

Accrued expenses

 

147

 

429

Accrued expenses IP & Legal

 

227

 

95

 

 

 

 

 

 

 

$             1,682

 

$             2,046

 

**F - 24** 

 

**NOTE 10:-            COMMITMENTS AND CONTINGENCIES**

 

The Company's headquarters and research facilitiesare located in Israel. The Company's U.S. operations are located in San Jose, Californiaand Maryland. Annual minimum future rental commitments under non-cancelableoperating leases for such facilities are approximately as follows:

 

**December  31,**

 

 

 

 

 

2004

 

$         575

2005

 

538

2006

 

518

 

 

 

 

 

$1,631

 

Rent expenses were approximately $ 685, $ 557 and $675 for the years ended December 31, 2004, 2003 and 2002, respectively.

 

 

**NOTE 11:-            SHAREHOLDERS' EQUITY**

 

a.*                   *Ordinary shares:

 

The Ordinary shares confer upon their holders theright to receive notice to participate and vote in general shareholdersmeetings of the Company and to receive dividends, if declared.

 

b.*                  *Public offering:

 

The Company's shares are listed for trade on theNASDAQ National Market and on the Tel-Aviv Stock Exchange.

 

c.*                   *Share option plans:

 

In September 1996, the Company adopted the CompugenLtd. Employee Share Option Plan, (1996) ("the Plan"), which providesfor the grant of options to purchase 559,750 Ordinary shares to employees andconsultants of the Company and its subsidiaries. The Company does not intend togrant additional options under this plan.

 

In June 1998, the Company adopted the Compugen Ltd.Share Option Plan (1998) ("the 1998 Plan"), which provides for thegrant of options to purchase up to an aggregate of 2,500,000 Ordinary shares todirectors, employees and consultants of the Company and its subsidiaries. InMarch 2000, the Company adopted the Compugen Ltd. Share Option Plan (2000)("the 2000 Plan"), which provides for the grant of options topurchase 1,500,000 Ordinary shares to employees and consultants of the Companyand its subsidiaries. The number of shares authorized for issuance under the2000 Plan automatically increases each January 1 by the lesser of 1,500,000 or4% of the total number of the Company's then outstanding shares or such loweramount as shall be determined by the board of directors. 

 

**F - 25** 

 

**NOTE 11:-            SHAREHOLDERS' EQUITY (Cont.)**

 

In general, options granted under these plans vestover a four-year period and expire 10 years from the date of issuance. Theexercise price of the options granted under the plans may not be less than thenominal amount of the shares into which such options are exercised. Any optionsthat are cancelled or forfeited before expiration become available for futuregrants. Subject to the 1998 and 2000 plans, there were 658,216 and 1,701,503options to purchase shares available for future grants as of December 31, 2004, respectively.

 

Transactions related to the grant of options toemployees, directors and consultants under the above plans during the yearsended December 31, 2004, 2003 and 2002, were as follows:

 

 

 

Year ended December 31,

 

 

2004

 

2003

 

2002

 

 

Shares

 

Weighted average exercise  price 

 

Shares

 

Weighted  average exercise price 

 

Shares

 

Weighted  average exercise price 

 

 

 

 

$

 

 

 

$

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding at the beginning of the year

 

4,952,593

 

3.78

 

4,934,057

 

3.65

 

4,877,416

 

3.71

Options granted

 

893,941

 

6.09

 

1,216,500

 

3.65

 

1,416,019

 

3.50

Options exercised

 

(877,548)

3.11

 

(686,069)

 

1.91

 

(114,022)

 

1.41

Options forfeited

 

(854,950)

 

4.68

 

(511,895)

 

4.68

 

(1,245,356)

 

4.18

 

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding at the end of the year

 

4,114,036

 

4.24

 

4,952,593

 

3.78

 

4,934,057

 

3.65

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at end of year

 

2,561,583

 

3.86

 

2,883,872

 

3.78

 

2,664,721

 

3.34

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average fair value of options granted at fair market value 

 

 

 

1.67

 

 

 

1.36

 

 

 

1.49

Weighted average fair value of options granted below fair market  value 

 

 

 

-

 

 

 

2.74

 

 

 

-

 

**F - 26** 

 

**NOTE 11:-SHAREHOLDERS' EQUITY (Cont.)**

 

The following table summarizes information aboutoptions outstanding at December 31, 2004:

 

 

 

Options outstanding

 

Options exercisable

Range of exercise price

 

Number outstanding at December 31, 2004

 

Weighted-average remaining contractual life

 

Weighted-average exercise price

 

Number outstanding at December 31, 2004

 

Weighted-average exercise price

$

 

 

 

Years

 

$

 

 

 

$

1.33 - 1.80

 

608,284

 

4.70

 

1.57

 

591,740

 

1.56

2.03 - 2.38

 

703,512

 

5.87

 

2.32

 

383,002

 

2.28

3.00 - 3.65

 

336,680

 

6.62

 

3.50

 

291,409

 

3.53

4.27 - 4.49

 

862,511

 

6.73

 

4.45

 

575,875

 

4.13

5.00 - 5.99

 

885,687

 

7.65

 

5.19

 

429,608

 

5.16

6.84 - 6.88

 

517,250

 

7.34

 

6.85

 

161,837

 

6.86

7.27 - 10.0

 

200,112

 

4.44

 

8.48

 

128,112

 

3.65

 

 

 

 

 

 

 

 

 

 

 

 

 

4,114,036

 

 

 

 

 

2,561,583

 

 

 

Compensation expenses which are amortized over thevesting period and recognized by the Company, related to its employeestock-based compensation awards, amounted to $ 298, $ 786 and $ 1,001 for theyears ended December 31, 2004, 2003 and 2002, respectively. Compensationexpenses (income) related to the granting of stock options to consultantsamounted to $ 457, $ 276 and $ (139) for the years ended December 31, 2004,2003 and 2002, respectively (see also d below), and are included in thefollowing expense categories:

 

 

 

Year ended December 31,

 

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

Cost of revenues

 

$                     -

 

$                     -

 

$                (29)

Research and development expenses

 

279

 

308

 

621

Selling and marketing expenses

 

68

 

79

 

197

General and administrative expenses

 

408

 

675

 

73

 

 

 

 

 

 

 

 

 

$                755

 

$             1,062

 

$                862

 

**F - 27** 

 

**NOTE 11:****-            SHAREHOLDERS' EQUITY (Cont.)**

 

d.*                  *Options to consultants:

 

Issuance date

 

In connection with

 

Number of options granted

 

Options exercised

 

Options exercisable

 

Exercise price per share

 

Exercisable through

 

 

 

 

 

 

 

 

 

 

**$**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 1998

 

Advisory board

 

30,000

 

12,900

 

17,100

 

1.33

 

October 2008

July 1999

 

Advisory board

 

15,000

 

-

 

15,000

 

1.35

 

July 2009

July 1999

 

Consulting

 

150,000

 

-

 

150,000

 

1.35

 

July 2009

October 1999

 

Advisory board

 

30,000

 

-

 

30,000

 

1.33

 

October 2009

March 2000

 

Consulting

 

75,000

 

-

 

75,000

 

5.00

 

March 2010

May 2000

 

Consulting

 

10,000

 

-

 

10,000

 

3.00

 

May 2010

May 2000

 

Consulting

 

35,000

 

-

 

35,000

 

10.00

 

May 2005

January 2002

 

Consulting

 

20,000

 

-

 

19,595

 

4.49

 

January 2012

July 2003

 

Consulting

 

150,000

 

-

 

71,870

 

2.38

 

April 2009

February 2004

 

Consulting

 

60,000

 

-

 

-

 

7.27

 

March 2010

April 2004

 

Advisory board

 

50,000

 

-

 

11,473

 

6.84

 

April 2010

April 2004

 

Consulting

 

50,000

 

-

 

11,462

 

6.84

 

April 2010

April 2004

 

Consulting

 

60,000

 

-

 

10,000

 

6.84

 

April 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

735,000

 

12,900

 

456,500

 

 

 

 

 

The Company accounts for its options and warrantsto consultants under the fair value method of SFAS No. 123 and EITF 96-18. Thefair value of these options was estimated using a Black&Scholesoption-pricing model with the following weighted-average assumptions for 2004,2003 and 2002 risk-free interest rates of 3.36%, 1% and 1.25%, respectively,dividend yields of 0%, volatility factors of the expected market price of theCompany's ordinary shares of 44%, 43% and 74% respectively and aweighted-average contractual life of the options of six years. Changes in thefair value of the options and warrants prior to completion of performance arereflected as an adjustment to the expense to be included in future periods overthe vesting period. As for compensation expenses, see also c above.

 

e.*                   *The net loss of the Company is equal to comprehensiveloss.

**F - 28** 

 

**NOTE 12:-            GEOGRAPHIC INFORMATION AND MAJORCUSTOMERS**

 

The Company's business is currently comprised ofone operating segment, the research, development and commercialization ofproducts and services in the field of computational genomics and proteomics.The nature of the products and services provided by the Company and the type ofcustomers for these products and services are similar. Operation in Israel andthe United States include research and development, sales and businessdevelopment. The Company follows SFAS No. 131 "Disclosures about Segmentsof an Enterprise and Related Information." Total revenues are attributedto geographic areas based on the location of the end customer. The followingrepresents the total revenues for the years ended December 31, 2004, 2003 and 2002 and long-lived assets as of December 31, 2004, 2003 and 2002:

 

 

* *

Year ended December 31, 

 

* *

2004

 

2003

 

2002

Revenues from sales to unaffiliated customers:

* *

 

 

 

 

 

United States

 

$             1,051

 

$             4,497

 

$             6,273

Europe

 

1,260

 

2,111

 

1,822

Far East

 

265

 

50

 

680

Israel

 

43

 

36

 

13

Other

 

11

 

82

 

474

 

 

 

 

 

 

 

 

 

2,630

 

6,776

 

9,262

Revenues from research and development grants

 

1,397

 

2,050

 

1,835

 

 

 

 

 

 

 

Total revenues

 

$             4,027

 

$             8,826

 

$           11,097

 

 

* *

December 31, 

 

* *

2004

 

2003

 

2002

Long-lived assets:

 

 

 

 

 

 

Israel

 

$           3,710

 

$           3,482

 

$          3,145

United States 

 

29

 

455

 

656

 

 

 

 

 

 

 

 

 

$           3,739

 

$           3,937

 

$          3,801

 

 

* *

Year ended December 31, 

 

* *

2004

 

2003

 

2002

 

 

%

Sales to a single customer exceeding 10%:

 

 

 

 

 

 

Customer A

 

*)

 

*)

 

14

Customer B

 

48

 

31

 

18

Customer C

 

-

 

-

 

12

Customer D

 

-

 

21

 

-

Customer E

 

13

 

*)

 

*)

 

*)            Less than 10%.

**F - 29** 

 

**NOTE 13:-            FINANCIAL INCOME, NET**

** **

 

 

Year ended December 31,

 

 

2004

 

2003

 

2002

Income (expense):

 

 

 

 

 

 

Interest  income

 

$            1,454

 

$            2,027

 

$          3,262

Interest expense and bank fees

 

(56)

 

(71)

 

(48)

Exchange rate  differences

 

19

 

156

 

(425)

 

 

 

 

 

 

 

 

 

$            1,417

 

$            2,112

 

$          2,789

 

 

**NOTE 14:-            TAXES ON INCOME**

 

a.*                   *Measurement of taxable income under the Income Tax(Inflationary Adjustments) Law, 1985:

 

Results for tax purposes are measured in terms ofearnings in NIS after certain adjustments for increases in Israel's ConsumerPrice Index ("CPI"). As explained in Note 2b, the financialstatements are measured in U.S. dollars. The difference between the annualchange in Israel's CPI and in the NIS/dollar exchange rate causes a furtherdifference between taxable income and the income before taxes shown in thefinancial statements. In accordance with paragraph 9(f) of SFAS No. 109, theCompany has not provided deferred income taxes on the difference between thefunctional currency and the tax bases of assets and liabilities.

 

b.*                  *Tax benefits under the Law for the Encouragement ofCapital Investments, 1959 ("the Law"):

 

In 1994, the production facilities of the Companyrelated to its computational technologies were granted the status of an"Approved Enterprise" under the Law. In 1996 and 2000, two expansionprograms related to the Company's computational technologies were granted thestatus of "Approved Enterprise". In 1999 and 2003, the productionfacilities of the Company related to the Company's molecular biology "wetlab" were granted the status of an "Approved Enterprise".

 

According to the provisions of the Law, the Companyhas chosen to enjoy the "Alternative Benefits" track and,accordingly, its income from the "Approved Enterprise" is tax-exemptfor a period of two years, commencing in the first year the Company has taxableincome, and subject to an additional period of five to eight years of reducedtax rates between 10% to 25%, depending upon the proportion of foreignownership in the Company in each tax year. Due to the reported losses, thebenefit period has not commenced. The period of tax benefits is subject tolimits of the earlier of 12 years from the commencement of production, or 14years, from the approval date. Given the aforementioned conditions, the periodof tax benefits will terminate 2008 and 2017.

 

The entitlement to the above benefits isconditional upon the Company's fulfilling the conditions stipulated by theabove Law, regulations published thereunder and the letters of approval for thespecific investments in "Approved Enterprises". In the event offailure to comply with these conditions, the benefits may be canceled and theCompany may be required to refund the amount of the benefits, in whole or inpart including interest.

**F - 30** 

 

**NOTE 14:-            TAXES ON INCOME (Cont.)**

 

As of December 31, 2004, management believes thatthe Company is meeting all of the aforementioned conditions.

 

In the event of a distribution of cash dividendsfrom income that is tax-exempt as mentioned above, the Company would have topay income tax equal to 10% to 25% of the amount distributed. The tax-exemptincome attributable to the "Approved Enterprise" can be distributedto shareholders without subjecting the Company to taxes only upon the completeliquidation of the Company. The Company currently has no plans to distributedividends and intends to retain future earnings to finance the development ofits business.

 

Should the Company derive income from sources otherthan the "Approved Enterprise" during the relevant period ofbenefits, such income will be taxable at the regular corporate tax rate.  

 

In addition, in December 2003 the productionfacilities of the Company related to its Chemistry Division were granted thestatus of an "Approved Enterprise" under the Law. The Company haschosen the "grants" track, according to which the total approved investmentsamounted to $ 3,500, and the investment grants will be 24% from its investmentsin the approved enterprises. The Company is required to commence investinguntil December 2005, in order to benefit from the program. In connection withthe drop-down of the Company's computational chemistry activities (see Note1c), the Company transferred its benefits and liability under this program toKeddem. 

 

c.*                   *Tax benefit under the Law for the Encouragement ofIndustry (Taxation), 1969:

 

The Company is currently qualified as an"industrial company" under the above law and as such is entitled tocertain tax benefits, including accelerated depreciation and deduction ofpublic offering expenses in three equal installments.

 

d.*                  *Net operating losses carryforwards:

 

Compugen Ltd. has a tax loss carryforward resultingfrom the years up to and including 2004 amounting to approximately $ 56million, which may be carried forward indefinitely. 

Compugen Inc. is subject to U.S. income taxes andhas a loss carryforward resulting from the years up to and including 2004amounting to approximately $ 15 million, which expires in the years 2012 to2024.

 

Utilization of the U.S. net operating losses may besubject to substantial annual limitation due to the "change inownership" provisions of the Internal Revenue Code of 1986 and similarstate provisions. The annual limitation may result in the expiration of netoperating losses before utilization.

**F - 31** 

 

**NOTE 14:-            TAXES ON INCOME (Cont.)**

 

e.*                   *Loss before taxes is comprised as follows:

 

 

Year ended December 31,

 

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

Domestic (Israel)

 

$        11,443

 

$          10,173

 

$            7,532

Foreign

 

2,279

 

1,269

 

4,672

 

 

 

 

 

 

 

 

 

$        13,722

* *

$          11,442

* *

$          12,204

 

f.*                    *Deferred taxes:

 

Deferred income taxes reflect the net tax effectsof temporary differences between the carrying amounts of assets and liabilitiesfor financial reporting purposes and the amounts used for income tax purposes.The Company and its subsidiaries' deferred tax assets are comprised ofoperating loss carryforwards and other temporary differences. Significant componentsof the Company and its subsidiaries deferred tax assets are as follows:

 

 

 

**December 31,**

 

 

**2004**

** **

**2003**

 

 

 

 

 

Operating loss carryforward

 

$     5,276

 

$      4,557

 

 

 

 

 

Net deferred tax asset before valuation allowance

 

5,276

 

4,557

Valuation allowance

 

(5,276)

 

(4,557)

 

 

 

 

 

Net deferred tax asset

 

$                  -

 

$                  -

 

The Company and its subsidiaries have providedvaluation allowances in respect of deferred tax assets resulting from operatingloss carryforwards and other temporary differences.  

Management currently believes that since theCompany and its subsidiaries have a history of losses it is more likely thannot that the deferred tax regarding the loss carryforwards and other temporarydifferences will not be realized in the foreseeable future.

The main reconciling items between the statutorytax rate of the Company and the effective tax rate are the non-recognition oftax benefits from accumulated net operating losses carry forward among thevarious subsidiaries worldwide due to the uncertainty of the realization ofsuch tax benefits and the effect of approved enterprise.

 

g.*                  *Reconciliation of the theoretical tax expense (benefit) tothe actual tax expense (benefit):

 

The main reconciling items between the statutorytax rate of the Company and the effective tax rate are the non-recognition oftax benefits from accumulated net operating losses carryforward among theCompany andvarioussubsidiaries due to the uncertainty of the realization of such tax benefits andthe effect of approved enterprise.

 

**F - 32** 

 

**NOTE 14:-            TAXES ON INCOME (Cont.)**

 

h.*                  *The State of New Jersey enacted legislationpermitting emerging technology and/or biotechnology companies located in New  Jersey to sell their New Jersey Net Operating Loss ("NOL")Carryover and Research and Development Tax Credits ("R&DCredits") to corporate taxpayers in New Jersey. During 2003 and 2004, theState of New Jersey approved the total tax benefit in the amount of $ 1,178 forpossible sale by the Company. In December 2003, the Company received $ 218 fromthe sale of an aggregate of $ 254 tax benefit, which was recognized as otherincome for the fiscal year 2003. In December 2004, the Company received $ 262from the sale of an aggregate of $ 305 tax benefit, which was recognized asother income for the fiscal year 2004. 

 

 

**NOTE 15:-            RELATED PARTY TRANSACTIONS**

 

 

 

Year ended December 31,

 

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

Consulting fees to director and shareholder

 

$-

 

$-

 

$150

 

Evogene Ltd. - see Note 1b.

Keddem BioSciense Ltd. - see Note 1c

 

 

**NOTE 16:- SUBSEQUENT EVENT (UNAUDITED)**

 

In January 2005, Evogene and investors entered intoa new convertible bridge loan agreement, under which Evogene is due to receiveconvertible loan in the amount of $ 1,600. Compugen did not participate in thisfinancing round. Under this transaction, the investors received warrants topurchase shares of Evogene.

 

- **-- - - - - - - - - - - - - -**

**F - 33**  |