0001119774-05-000005 Sample Contracts

CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • February 28th, 2005 • Compugen LTD • Biological products, (no disgnostic substances)

This Convertible Loan Agreement is made and entered into as of this 29th day of July, 2004 (the "Effective Date"), by and between Keddem Bio-Science Ltd., an Israeli company, of 11 Ha'amal St., Ashkelon 78785, Israel ("Borrower") and Compugen Ltd., an Israeli company, of 72 Pinchas Rosen St., Tel Aviv 69512, Israel ("Lender").

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ASSET PURCHASE AGREEMENT WITH KEDDEM BIOSCIENCE LTD., AND AMENDMENT THERETO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 28th, 2005 • Compugen LTD • Biological products, (no disgnostic substances)

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

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