Exhibit 4.1

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#  ASSET PURCHASE AGREEMENT WITH KEDDEMBIOSCIENCE LTD., AND AMENDMENT THERETO

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#  ASSET PURCHASEAGREEMENT

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ThisAsset Purchase Agreement (with all Exhibits thereto, the "Agreement") is madeand entered into as of the 30 day of June, 2004 (the "Effective Date"), by andbetween Keddem Bio-Science Ltd., an Israeli company, of 11 Ha'amal St.,Ashkelon 78785, Israel ("Keddem") and Compugen Ltd., an Israeli company, of 72Pinchas Rosen St., Tel Aviv 69512, Israel  ("Compugen").

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#  RECITALS

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WHEREAS,           as of the Effective Date, Compugenowns all of the 100 shares of Keddem issued and outstanding as of such date,and on the Closing Date (defined below), after the consummation of thetransactions contemplated hereunder, Compugen will hold all 1000 of the shares ofKeddem issued and outstanding as of such date; 

WHEREAS,           Compugenis engaged, through a distinct business unit, in the business of small moleculedrug design (the "Business"); and

WHEREAS,           the parties wish for Compugen totransfer and sell to Keddem, and for Keddem to receive and purchase fromCompugen, the Business Assets (as defined in Section 2.1 below), all on theterms and subject to the conditions of this Agreement.

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NOW THEREFORE, in consideration of the mutualobligations and undertakings herein contained, and subject to the terms herein,each of Keddem and Compugen hereby agrees as follows:

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1.*       ***Transaction**

1.1.*     *Sale of Business and Business Assets. At or prior to the Closing, Compugen shall sell,transfer, convey, assign and deliver to Keddem all the Business Assets  free and clear of any lien or encumbrance, all in exchange for the IssuedShares (as defined in Section 1.2 below).

1.2.*     *Consideration. In consideration of the sale, conveyance,assignment, transfer and delivery of the Business Assets, Keddem shall issue toCompugen Nine Hundred (900) Ordinary Shares of Keddem, nominal value NIS 0.01 each(the "**Issued Shares**"). Such Ordinary Shares shall be in addition to the100 Ordinary Shares of Keddem held by Compugen as of the Effective Date.  TheIssued Shares, when issued in accordance with this Agreement, will be dulyauthorized, validly issued, fully paid, non-assessable, free of any preemptiverights and free and clear of any liens, claims, encumbrances or third partyrights of any kind (except as specified in Keddem`s Articles of Association asat the Effective Date or as provided by law) and duly registered in the name ofCompugen in the Shareholder Register of Keddem. 

1.3.*     *Loan. At the Closing, Compugen and Keddem shall enter intoa Convertible Loan Agreement in the form attached hereto as Exhibit 1.3.

1.4.*     *ServicesAgreement and Software License Agreement.  At the Closing, Compugen and Keddem shallenter into a Services Agreement substantially in the form attached hereto as Exhibit1.4(a) ("Services Agreement"), and a Software License Agreementsubstantially in the form attached hereto as Exhibit 1.4(b).

**1** 

1.5.*     *Income TaxOrdinance.  It isthe parties' desire that the transfer of the Business Assets to Keddem and theissuance of the Consideration to Compugen meet the requirements of Section 104of the Israeli Income Tax Ordinance (1961), it being understood, however, thatthe approval of the Israeli Income Tax Authority is not a condition to theclosing of the transactions contemplated hereunder.

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2.*       ***BusinessAssets**

2.1.*     *Business Assets. "Business Assets" means the following: 

2.1.1.*   *the licenses andpermits listed in Exhibit 2.1.1 attached hereto, solely to the extentthat they relate to the Business ("**Permits**");

2.1.2.*   *the licenseagreements, service agreements, lease agreements, supply agreements and anyother agreement or arrangement as listed in Exhibit 2.1.2 hereto, solelyto the extent that they relate to the Business ("**Business Agreements**").  Tothe extent any license, service, lease or other agreement or arrangementrelating to the Business or the Business Assets is not assignable or is notassigned to Keddem hereunder, Compugen will promptly forward to Keddem allcommunications or relevant information with respect thereto and will, uponKeddem's written request, use reasonable efforts to assist Keddem to enter intotransactions directly with the other parties thereto on substantially the sameterms as existed prior to the Closing.

2.1.3.*   *the intellectualproperty rights described in Exhibit 2.1.3 attached hereto ("**BusinessIP**"); 

2.1.4.*   *all rights (including,without limitation, rights of indemnification, obligations of third parties inrespect of purchased goods and  warranties), claims and causes ofaction (collectively, "Claims") to the extent they arise out of or relate tothe Business Assets or the conduct of the Business before or after the ClosingDate, including, without limitation, Claims against any person under anypurchase order or other agreement pursuant to which Compugen acquired orlicensed any portion of the Business Assets or those arising by contract or byoperation of law or equity or otherwise to the extent such rights aretransferable.  To the extent such Claims are not transferable or nottransferred hereunder, Compugen shall provide Keddem with all information orcommunications relating to such Claims they become available and shall providesuch other reasonable assistance and perform such acts as are  necessaryfor Keddem to receive the benefit of or enforce such Claims, provided thatCompugen's obligation shall be limited to efforts that are reasonableconsidering the nature of the Claim, and provided further that Keddem shallreimburse Compugen for Compugen's out of pocket costs and the reasonable timespent by Compugen's employees (at mutually agreed rates) in connection with suchefforts.

2.1.5.*   *all approvalsgranted by, and applications filed with, the Investment Center and/or theOffice of the Chief Scientist of the Israeli Ministry of Industry and Trade,solely to the extent they relate to the Business, as identified in Exhibit2.1.5 attached hereto, andfunds and benefits associated therewith (except as otherwise set forth onExhibit 2.1.5). 

2.1.6.*   *all hardwareinventory, laboratory and other equipment, computers (including computer hardware, software and networks), furniture, machinery, vehicles, supplies, and othertangible personal property that Compugen dedicated to the Business as at theEffective Date, all as listed or described in Exhibit 2.1.6 attachedhereto.

2.2.*     *Cooperation.

2.2.1.*   *Compugen shallassist Keddem to have assigned to Keddem the Permits and the BusinessAgreements, and to receive the consents, authorizations, permits and approvalslisted in Exhibit 2.1.5. Keddem agrees that Compugen`s obligation as set forthin this Section 2.2.1 shall not constitute any warranty or promise by Compugenthat it will succeed in arranging for the assignment to Keddem of the saidpermits, contracts, authorizations and approvals.

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2.2.2.*   *To the extent thatany Permits pertain to both Keddem and Compugen or by their terms arenon-transferable, Compugen agrees to use good faith efforts to make the benefitof such licenses or permits available to Keddem to the extent permissible underthe law and to cooperate with Keddem in order to obtain the rights of suchlicenses or permits.

2.2.3.*   *At Keddem's request,Compugen will execute and deliver such instruments and other documents, if any,as are necessary to formalize the assignment and transfer to Keddem of theBusiness Assets in accordance with the terms of this Agreement.  Inaddition, where prior to the Closing Date goods and services relating to theBusiness or Business Assets were provided by the suppliers thereof outside thecontext of the Business Agreements, Compugen will, at Keddem's reasonableexpense (at mutually agreed rates) reasonably assist and cooperate with Keddemin Keddem's efforts to enter into transactions directly with such suppliers. 

2.2.4.*   *At the Closing, theparties will execute the Services Agreement.  At any time at whichCompugen ceases to provide any services set forth in the Services Agreement, oras requested by Keddem in writing, Compugen shall transfer to Keddem allavailable documents and records relating to such services.  Upontermination of the Services Agreement in its entirety, Compugen shall transferto Keddem, to the extent not previously transferred, all existing accounting,financial and other documents or records or portions thereof in Compugen'spossession to extent that they relate to the Business, including, withoutlimitation, tax documentation, payroll, employees, employee benefits, accountsreceivable and payable, inventory, maintenance, and asset history records,ledgers and books of original entry, if any.  Notwithstanding theforegoing, for all documents and records to be transferred to Keddem pursuantto this subsection, copies shall be provided where the documents relate to theperiod prior to the Closing, and original documents shall be provided where thedocuments relate to the period subsequent to the Closing.

2.2.5.*   *Prior to theClosing, the parties will discuss in good faith the desirability of theimposition of a lien on certain of the Business Assets for the periodcommencing on the Closing Date and ending on the date on which the Loan Amount(as defined in the Convertible Loan Agreement between the parties of dated asof the Closing Date) is either repaid or converted into Ordinary Shares ofKeddem. 

2.3.*     *Condition of theBusiness and the Business Assets. 

2.3.1.*   *The Business and theBusiness Assets shall be transferred or assigned (as the case may be) byCompugen to Keddem "AS IS", in their condition at Closing. Compugen herebyexpressly disclaims all warranties relating to the Business Assets or any ofthem, including without limitation, all warranties of non-infringement of thirdparty rights, any warranty with respect to quality or merchantability of theBusiness Assets, and any warranty with respect to the fitness of the BusinessAssets for any particular purpose for which Keddem is purchasing them, or forany other particular purpose. Keddem agrees to accept the Business Assets onthe terms set forth in this subsection.

2.3.2.*   *Persons intended tobe employed by Keddem subsequent to the Closing are those persons thatcomprised Compugen's entire computational chemistry division immediately priorto the Closing.  Keddem is therefore fundamentally familiar with theBusiness and all of its aspects, and has examined and has had ample opportunityto examine all of the Business Assets and is satisfied that the Business Assetsare fit for the purpose for which they are being purchased hereunder.

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3.*       ***Assumption ofLiabilities**

Except as otherwise set forth in this Agreement(including, without limitation, in the Exhibits attached hereto), at theClosing, Keddem shall assume, and thereafter shall bear and discharge, alldebts, liabilities, obligations, costs and expenses of any nature whatsoever,to the extent they arise out of the conduct of the Business and/or relate touse of the Business Assets (including, without limitation, relating to theapprovals set forth in Exhibit 2.1.5), each as arising after the Effective Date(all such debts, liabilities, obligations, costs and expenses collectivelyreferred to as the "Assumed Liabilities"). Keddem hereby indemnifies and shallhold harmless Compugen for any and all claims made against Compugen and/or anyof its office holders, employees and/or shareholders, which relate to or aremade in connection with any of the Assumed Liabilities, except for claims whicharise from, relate to or are made in connection with Compugen's acts, orfailure to act when required, in connection with the Assumed Liabilities.

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4.*       ***Representationsand Warranties of****Keddem**

4.1.*     *Keddem`sRepresentations and Warranties.Keddem hereby represents and warrants to Compugen that, as of the Closing:

4.1.1.*   *Keddem is a limitedcompany duly incorporated and validly existing under the laws of the State ofIsrael.

4.1.2.*   *No consent,authorization, order or approval of, or filing or registration with, anygovernmental authority or any other person is required for the execution,performance or delivery of this Agreement and the consummation by Keddem of thetransactions contemplated hereby.

4.1.3.*   *Keddem has fullpower and authority to enter into this Agreement and all other agreements anddocuments executed in connection therewith, and this Agreement constitutes avalid and legally binding obligation on Keddem, enforceable against it inaccordance with its terms, except (x) as limited by applicable bankruptcy,insolvency, reorganization, moratorium or other laws affecting enforcement ofcreditors` rights, (y) as limited by laws relating to the availability ofspecific performance, injunctive relief or other equitable remedies, and(z) to the extent enforceability of any indemnification provisions may belimited by applicable laws.

4.1.4.*   *Neither theexecution and delivery of this Agreement by Keddem, nor the execution anddelivery by Keddem of any other agreement and documents executed in connectionherewith, nor the consummation by Keddem of the transactions contemplatedhereby and thereby, will conflict with or result in a breach of any: (i) agreementto which Keddem is a party, (ii) of Keddem`s corporate documents, (iii) statuteor administrative regulation of the State of Israel, or (iv) order, writ,injunction, judgment or decree of any court or any governmental authority bywhich Keddem or its assets are bound.

4.1.5.*   *The registered sharecapital of Keddem as at the Closing shall be Fifty Thousand New Israeli Shekels(NIS 50,000) divided into Five Million (5,000,000) Ordinary Shares, nominalvalue of one Agora (NIS 0.01) each (the "Ordinary Shares"), of which Onethousand (1,000) shall be issued and outstanding at the Closing. 

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5.*       ***Representationsand Warranties of****Compugen**

5.1.*     *Compugen`sRepresentations and Warranties.Compugen hereby represents and warrants to Keddem that, at the Closing:

5.1.1.*   *Compugen is a limitedcompany duly incorporated and validly existing under the laws of the State ofIsrael.

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5.1.2.*   *No consent,authorization, order or approval of, or filing or registration with, anygovernmental authority or other person is required for the execution and deliveryof this Agreement and the consummation by Compugen of the transactionscontemplated by this Agreement other than as set forth in this Agreement.

5.1.3.*   *Compugen has fullpower and authority to enter into this Agreement and all other agreements anddocuments executed in connection therewith, and this Agreement constitutes avalid and legally binding obligation of Compugen, enforceable in accordancewith its terms except (x) as limited by applicable bankruptcy, insolvency,reorganization, moratorium or other laws affecting enforcement of creditors`rights, (y) as limited by laws relating to the availability of specificperformance, injunctive relief or other equitable remedies, and (z) to theextent enforceability of any indemnification provisions may be limited byapplicable laws.

5.1.4.*   *Neither theexecution and delivery of this Agreement by Compugen, nor the execution anddelivery by Compugen of any other agreement and documents executed inconnection herewith nor the consummation by Compugen of the transactions contemplatedhereby and thereby, will conflict with or result in a breach of any (i) of theterms and conditions of Compugen`s corporate documents (ii) agreement to whichCompugen is a party, (iii) statute or administrative regulation of the State ofIsrael, or (iv) order, writ, injunction, judgment or decree of any court or anygovernmental authority by which Compugen or its assets are bound.

5.1.5.*   *No claims have beenmade or threatened, there is no litigation or proceeding, in law or in equity,and there are no proceedings or governmental investigations before anycommission or other administrative authority pending, or to Compugen`sknowledge, threatened, against Compugen or, to Compugen`s knowledge as of theEffective Date and without independent investigation, against third parties,which relate to the Business, the consummation of the transactions contemplatedhereby or the use by Compugen or Keddem of the Business Assets.

5.2.*     *Survival. The representations and warranties set forth inSection 5.1 above shall survive the Closing and continue in full force andeffect for a period of one (1) year, and thereafter shall expire and cease tohave any force or effect.

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6.*       ***The Closing**

6.1.*     *Closing Date. The closing of the transactions contemplated underthis Agreement (the "**Closing**") shall be held at 4:00pm on July 29, 2004at the offices of Compugen or at such other place, time or date as the partieshereto shall mutually agree (the "**Closing Date**").

6.2.*     *Actions atClosing. At the Closing,subject to the conditions precedent specified in Section 6.3, the transactionsspecified in Subsection 6.2.1 through 6.2.3  (both inclusive)(exceptfor actions designated in Subsection 6.2.1.3 as taking place subsequent to theClosing) shall occur simultaneously (no transaction shall be deemed to havebeen completed or any document delivered until all such transactions have beencompleted and all required documents delivered):

6.2.1.*   *By Compugen:

6.2.1.1.*   **Board Resolution*. Compugen shall deliver to Keddem a copy of theresolution adopted by Compugen`s Board of Directors, pursuant to which thetransactions contemplated hereby are approved.

6.2.1.2.*   **Bill of Sale*. Compugen shall execute and deliver to Keddem theBill of Sale in the form of Exhibit 6.2.1.2 hereto.

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6.2.1.3.*   **Termination ofEmployees*. The employment byCompugen of each of the employees listed in Exhibit 6.2.1.3(a) (the "**Employees**")shall terminate.  As soon as is practical subsequent to the Closing,Compugen shall pay to each of the Employees all of the salary and socialbenefits to which each such Employee shall be entitled in connection withhis/her employment with Compugen (including, without limitation, arrears ofsalary, vacation pay and recreation pay), and shall provide such Employees withappropriate documentation and information regarding amounts due to suchEmployees pursuant to managers' insurance policies, pension funds, and suchother policies and funds are in place for each of the Employees, subject ineach case to Compugen receiving from each Employee a waiver in the formattached hereto as Exhibit 6.2.1.3(b).

6.2.2.*   *By Keddem:

6.2.2.1.*   **Issuance ofIssued Shares*. Keddem willissue, allot and deliver to Compugen the Issued Shares (together with validlyexecuted certificates representing the Issued Shares).

6.2.2.2.*   **Board Resolution.*Keddem shall deliver toCompugen a copy of the resolution adopted by Keddem`s Board of Directors, inthe form of Exhibit 6.2.2.2, pursuant to which the transactions contemplatedhereby are approved.

6.2.2.3.*   **EmploymentAgreements.*Keddem shall haveexecuted an Employment Agreement with each of the Employees, substantially in theform attached hereto as Exhibit 6.2.2.3.

6.2.2.4.*   **ShareholdersResolution.*Keddem shalldeliver to Compugen a copy of the resolution adopted by Keddem`s ShareholdersGeneral Meeting, in the form of   Exhibit 6.2.2.4(a), pursuant towhich (i) the Articles of Association of Keddem are replaced with new Articlesof Association, in the form of Exhibit 6.2.2.4(b), and (ii) all of thetransactions contemplated under this Agreement are approved.

6.2.3.*   *By Both Parties:

6.2.3.1.*   **Loan Agreement*. The parties shall execute and deliver to each othertheir respective signatures on the Convertible Loan Agreement in the form ofExhibit 1.3 and Compugen shall transfer to Keddem the Principal under theConvertible Loan Agreement.

6.2.3.2.*   **ServicesAgreement*.  Theparties shall execute and deliver to each other their respective signatures onthe Services Agreement substantially in the form of Exhibit 1.4(a).

6.2.3.3.*   **Software LicenseAgreement*.  Theparties shall execute and deliver to each other their respective signatures onthe Software License Agreement substantially in the form of Exhibit 1.4(b).

6.3.*     *ConditionsPrecedent to Closing. Theobligations of each party at the Closing are subject to the fulfillment at orbefore the Closing of the conditions precedent specified in Subsection 6.3.1through 6.3.4.  The conditions precedent set forth in Sections 6.3.3and 6.3.4 may be waived in whole or in part by the party that stands to benefittherefrom, which waiver shall be at the sole discretion of such party.

6.3.1.*   *Consent ofIsraeli Authorities. Compugenshall receive all the consents listed in Exhibit 2.1.5, including withoutlimitation the approval of the Office of the Chief Scientist of the IsraeliMinistry of Industry and Trade.

6.3.2.*   *Other Consents. The parties shall have secured all permits, consentsand authorizations that shall be necessary or required lawfully for theconsummation of the transactions contemplated under this Agreement.

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6.3.3.*   *Representationsand Warranties; Covenants. Therepresentations and warranties made by each party in this Agreement shall havebeen true and correct when made, and shall be true and correct as of theClosing Date as if made on such date. All covenants, agreements, and conditionscontained in this Agreement to be performed or complied with by each partyprior to or on the Closing Date, shall have been performed or complied with bysuch party prior to or on the Closing Date.

6.3.4.*   *Proceedings andDocuments. All corporate andother proceedings in connection with the transactions contemplated under thisAgreement and all documents and instruments incident to such transactions shallhave been taken and delivered.

6.4.*     *Other Actions. Each of the parties covenants and agrees to do suchother acts and to execute such other and further documents and instruments asmay be reasonably required to evidence, record and effect the transfer ofrights and obligations of a party under this Agreement.

6.5.*     *Post ClosingRights and Obligations.

6.5.1.*   *Business IP.  For the sake of clarity, subsequent tothe Closing, Compugen will have no right or license in or to the Business IPunless agreed by Keddem and Compugen in writing.

6.5.2.*   *FinancialStatements.  For theyears with respect to which Compugen desires to file consolidated financialstatement with Keddem, to the extent required for Compugen's compliance withthe rules and regulations of the U.S. Securities and Exchange Commission,Keddem will provide Compugen with audited quarterly reports within fifteen (15)days of the end of each calendar quarter, and annual reports within fifteen(15) days of the end of each calendar year, each prepared in accordance withU.S. Generally Accepted Accounting Principles.

6.5.3.*   *Reimbursement. Within sixty (60) days following the Closing Date,Compugen shall calculate in good faith and provide Keddem with an itemizedwritten statement of all expenses of Compugen's CCDD division paid by Compugento third parties subsequent to the Closing which relate to the period betweenJanuary 1, 2004 and the Closing Date but were not known to Compugen as of theClosing Date ("Additional Expenses").   Within thirty (30)days of receipt of such notice, Keddem shall pay to Compugen the amount of theAdditional Expenses. 

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7.*       ***Miscellaneous******

7.1.*     *Expenses. Each party shall bear its own expenses and liabilityfor any taxes, as incurred in connection with the preparation, delivery andperformance of this Agreement and the transactions contemplated hereunder,except that Compugen shall bear the costs and expenses of outside legal counselfor Keddem for services rendered up to and including the Closing Date relatingto this Agreement and the transactions contemplated hereunder. Within fourteen(14) days following the Closing Keddem will report the issuance to theRegistrar of Companies and duly pay the stamp tax required by law with respectto the issuance of the Issued Shares.

7.2.*     *No Obligations;Limitation of Liabilities. Noparty shall have any obligations to the other party, except for thoseobligations expressly stated in this Agreement. Except as expressly stated inthis Agreement, and without limiting Section 2.3, neither party makes andhereby discharges any warranties to the other party with respect to the subjectmatter of this Agreement, the Business or the Business Assets. Neither partyshall be liable to the other party for any indirect damages, expenses, costs orliabilities, including economic harm or loss of profits, arising out of or inconnection with this Agreement, the Business or the Business Assets.

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7.3.*     *Notices. All notices required or permitted hereunder shall bein writing and shall be deemed received and shall be effective (i) upon personaldelivery, (ii) upon delivery by registered or certified mail, postage pre-paidor (iii) upon transmission by facsimile to the facsimile address set forthbelow with confirming copy by registered mail.  If the intendedrecipient of the notice is in another country then prepaid airmail shall beused.  The current addressed for the parties, to which notices shallbe delivered are:

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| Keddem:

Keddem  Bio-Science Ltd.

11    Ha`amal St.

Southern  Industrial Zone

Ashkelon 78785

Facsimile:  08-6714733

Telephone:  08-6711859

Attention:  Chief Executive Officer | Compugen

Compugen  Ltd.

72    Pinchas Rosen Street

Tel  Aviv 69512  Facsimile: 03-7658555

Telephone:  03-7658585

Attention:  Chief Financial Officer and General Counsel |
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By notice given as provided above, either party may,from time to time, provide for a new address to which future notices to it areto be given.

7.4.*     *Entire Agreement. This Agreement (including the Exhibits and schedulesattached hereto) constitutes the entire agreement between the parties withrespect to the matters described herein and supersedes any and all prioragreements, arrangements and understandings between them with respect thereto.

7.5.*     *No Waiver. No waiver shall be effective unless in writingsigned by the party against whom the waiver is to be enforced. No failure ordelay of either party to exercise any rights or remedies under this Agreementshall operate as a waiver thereof, nor shall any single or partial exercise ofany rights or remedies preclude any further or other exercise of the same orany other rights or remedies, nor shall any waiver of any rights or remedieswith respect to any circumstances be construed as a waiver thereof with respectto any other circumstances.

7.6.*     *Severability. If any provision of this Agreement is held invalidor unenforceable in any circumstances by a court of competent jurisdiction: (a)the remainder of this Agreement, and the application of such provision in anyother circumstances, shall not be affected thereby; (b) this Agreement shall beconstrued as if said unenforceable provision had not been contained therein;and (c) the parties shall negotiate in good faith to replace the unenforceableprovision by a provision which has the effect nearest to that of the provisionbeing replaced.

7.7.*     *No Assignment. Neither party may assign any of its rights ordelegate any of its duties pursuant to this Agreement without the prior writtenconsent of the other party and any attempted assignment without such consentshall be void provided, however, that Keddem`s consent shall not be required withrespect to any assignment, delegation or transfer by Compugen to an affiliatethereof.

7.8.*     *Captions andSubheadings. The captions andsubheadings contained in this Agreement have been inserted for convenience ofreference only and do not constitute a part of this Agreement.

7.9.*     *Governing Law;Jurisdiction. All disputesbetween the parties, arising out of, under, or in connection with thisAgreement or its performance, shall be governed by, be subject to, and beconstrued in accordance with the laws of the State of Israel without givingeffect to its provisions regarding conflict of laws. The courts situated in theTel Aviv District in Israel shall have exclusive jurisdiction over any disputearising under or in connection with this Agreement.

7.10.*  *Counterparts. This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

7.11.*  *Amendment ofExhibits.   Theparties acknowledge and agree that the Exhibits to this Agreement may beamended prior to the Closing as mutually agreed by the parties in writing, andthat such amended Exhibits shall replace the Exhibits attached hereto.

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IN WITNESS WHEREOF, the parties hereto have causedthis Agreement (with Exhibits attached) to be executed and delivered as of thedate first above written.

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| Keddem Bio-Science Ltd.

By:  _____________________

Title:  ___________________ | Compugen Ltd.

By:  ____________________

Title:  __________________

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AMENDMENTAGREEMENT

**To Asset Purchase Agreement**

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This Amendment Agreement (the"Amendment Agreement") is made effective as of December 31, 2004 (the"Effective Date"), by and between Keddem Bioscience Ltd., an Israeli company,of 11 Ha'amal St., Ashkelon 78785, Israel ("Keddem") and Compugen Ltd., anIsraeli company, of 72 Pinchas Rosen St., Tel Aviv 69512, Israel ("Compugen").

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WHEREAS, the partiesentered into an Asset Purchase Agreement on June 30, 2004(the "Original Agreement"); and

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WHEREAS,the parties now wish to amend the Original Agreement in accordance with theprovisions of this Agreement

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NOW,THEREFORE, the parties hereto, intending to be legally bound hereby agree asfollows:

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1.*       ***Scope of thisAmendment**. This AmendmentAgreement amends the Original Agreement as of the Effective Date, only to theextent expressly specified herein. Otherwise, the terms and conditions of theOriginal Agreement shall remain unchanged and in full force and effect.

2.*       ***Amendment**. Section 1.2 of the Original Agreement, is herebyreplaced in its entirety with the followings Section:

"Consideration. In consideration of the sale,conveyance, assignment, transfer and delivery of the Business Assets, Keddemshall issue to Compugen Two Million Nine Hundred and Ninety Nine Thousand andNine Hundred (2,999,900) Ordinary Shares of Keddem, nominal value NIS 0.01 each(the "**Issued Shares**"). Such Ordinary Shares shall be in addition to the100 Ordinary Shares of Keddem held by Compugen as of the Effective Date. TheIssued Shares, when issued in accordance with this Agreement, will be dulyauthorized, validly issued, fully paid, non-assessable, free of any preemptiverights and free and clear of any liens, claims, encumbrances or third partyrights of any kind (except as specified in Keddem`s Articles of Association as atthe Effective Date or as provided by law) and duly registered in the name ofCompugen in the Shareholder Register of Keddem." 

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IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be executed and delivered as ofthe date first written above.

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| ________________________

Keddem Bioscience Ltd.

By: _____________________

Title: ___________________ | _______________________

Compugen Ltd.

By: ____________________

Title: __________________ |
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