0001178913-13-000854 Sample Contracts

COMPUGEN LTD.
Restricted Share Unit • March 21st, 2013 • Compugen LTD • Biological products, (no disgnostic substances)

In addition to the issuance of Awards under the relevant tax regimes in the United States of America and the State of Israel, the Plan contemplates issuances to Grantees in other jurisdictions with respect to which the Committee is empowered to make the requisite adjustments in the Plan and set forth the relevant conditions in the Company’s agreement with the Grantee in order to comply with the requirements of the tax regimes in any such jurisdictions.

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SUBLEASE AGREEMENT
Sublease Agreement • March 21st, 2013 • Compugen LTD • Biological products, (no disgnostic substances)

This Sublease Agreement (“Sublease”) is made effective as of the first day of March, 2012, (the “Effective Date”) by and between KALOBIOS PHARMACEUTICALS, INC., a Delaware corporation (“Sublandlord”), and COMPUGEN, INC.,, a Delaware corporation (“Subtenant”). Sublandlord agrees to sublease to Subtenant, and Subtenant agrees to sublease from Sublandlord, those certain premises situated in the City and County of San Francisco, State of California, consisting of approximately 4,410 square feet of space on the first floor in that certain building located at 260 East Grand Avenue, as more particularly set forth on Exhibit “A” hereto (the “Subleased Premises”).

Unprotected Lease Agreement Made and signed in Tel Aviv on April 21, 1998 Between
Lease Agreement • March 21st, 2013 • Compugen LTD • Biological products, (no disgnostic substances)

On the premises of the Leased Property, an area of approx. 200 sqm shall be allotted, pursuant to the construction plans to be submitted by the Lessee to the Lessor, for the purpose of setting-up a biotechnological laboratory (the "Laboratory"), which shall be set-up by the Lessee and/or anyone on behalf thereof and at the expense thereof, excluding the company's undertakings according to the specification (Annex B). There is an apartment protected space (APS) in the Leased Property, which, for all intents and purposes, comprises part of the Leased Property's premises. The APS shall serve the Lessee solely for the purposes thereof. The Lessee undertakes to comply with all of the instructions and guidelines of Civil Defense or any other governmental entity with respect to the use of the APS.

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