Exhibit 107

Calculation of Filing Fee Tables

FORM F-3

(Form Type)

COMPUGEN LTD.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

		Security Type	Security Class Title	Fee Calculation or Carry Forward Rule		Amount Registered (1)		Proposed Maximum Offering Price Per Unit (2)		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee

Fees to Be Paid		Equity	Ordinary Shares, par value NIS 0.01 per share		(1)		—	$	—	$	—		—	$	—
		Debt	Debt Securities		(1)		—		—		—		—		—
		Equity	Warrants		(1)		—		—		—		—		—
		Other	Rights		(1)		—		—		—		—		—
		Equity	Units		(1)		—		—		—		—		—
		Unallocated (Shelf)	(1)		(1)		(1)		(2)	$	350,000,000		0.0001102	$	38,570
	Total Offering Amounts									$	350,000,000			$	38,570
		Total Fees Previously Paid													—
		Total Fee Offsets												$	38,570	(3)
	Net Fee Due													$	0	(3)

(1)

There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold by the registrant from time to time at indeterminate prices, with the maximum aggregate public offering price not to exceed $350 million. Also includes such indeterminate number of securities of Compugen Ltd. (the “Registrant”) as may be issued upon exercise, conversion or exchange of these securities. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities.

(2)

The proposed maximum offering price per unit of each class of securities will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.C. of Form F-3 under the Securities Act of 1933, as amended (the “Securities Act”).

(3)

The Registrant previously filed a Registration Statement on Form F-3 with the Securities and Exchange Commission on July 30, 2020 (File No. 333-240183), which was declared effective on August 7, 2020 (the “Prior Registration Statement”), that registered an aggregate of $350,000,000 of an indeterminate number of securities to be offered by the Registrant from time to time. Of the $350,000,000 of securities registered on the Prior Registration Statement, for which the Registrant paid a filing fee of $45,430 in connection therewith, $346,449,247 of the securities remain unsold, leaving $44,969 in previously paid fees available for future offset (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). In accordance with Rule 457(p) under the Securities Act, the Registrant is using $38,570 of the unused filing fees to offset the filing fee payable in connection with this filing. Accordingly, no additional registration fee is due to be paid at this time. Concurrently with the effectiveness of this registration statement, any offering of unsold securities pursuant to the Prior Registration Statement is hereby terminated.

Table 2: Fee Offset Claims and Sources

Registrant
or Filer
Name

Form
or
Filing
Type

File
Number

Initial
Filing
Date

Filing
Date

Fee Offset
Claimed

Security
Type
Associated
with Fee
Offset
Claimed

Security
Title
Associated
with Fee
Offset
Claimed

Unsold
Securities
Associated
with Fee
Offset
Claimed

Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed

Fee Paid
with Fee
Offset
Source

Rule 457(p)

Fee Offset Claims

Compugen Ltd.

F-3

333-240183

July 30, 2020

$38, 570

Unallocated (Universal) Shelf

(1)

Unallocated (Universal) Shelf

$346,449,247

Fee Offset Sources

Compugen Ltd.

F-3

333-240183

July 30, 2020

38,570

(1) Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fee due under this registration statement by $38,570, which represents the portion of the registration fee previously paid with respect to $346,449,247 of unsold securities (the “Unsold Offset Securities”) previously registered on the 2020 Registration Statement. The offering of the Unsold Offset Securities pursuant to the Prior Registration Statement associated with the claimed fee offset pursuant to Rule 457(p) have been completed or terminated.