SC 13D/A

SC 13D/A 1 zk96578.htm SC 13D/A



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                  Rule 13d-101
    Information to be Included in Statements Filed pursuant to Rule 13d-1(a)
             and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
                               (AMENDMENT NO. 2)*

                                  COMPUGEN LTD.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                  ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    M25722105
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                      CLAL INDUSTRIES AND INVESTMENTS LTD.
                              THE TRIANGULAR TOWER
                                   45TH FLOOR
                                3 AZRIELI CENTER
                                 TEL AVIV 67023
                            ATTN: CORPORATE SECRETARY
                               TEL: 972-3-607-5794
--------------------------------------------------------------------------------
       (Name, Address and Telephone Number of Person Authorized to Receive
                          Notices and Communications)

                                 MARCH 29, 2009
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                               Page 1 of 24 pages



                                  SCHEDULE 13D
----------------------------------            ----------------------------------
CUSIP NO. M25722105
----------------------------------            ----------------------------------

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

     Clal Biotechnology Industries Ltd. (no U.S. I.D. number)
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
     (A)  [X]
     (B)  [_]
--------------------------------------------------------------------------------
3    SEC USE ONLY

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*
     WC
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2 (D) OR 2 (E)     [_]
--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     Israel
--------------------------------------------------------------------------------
                   7    SOLE VOTING POWER
                        0
  NUMBER OF        -------------------------------------------------------------
   SHARES          8    SHARED VOTING POWER
BENEFICIALLY            2,551,873
  OWNED BY         -------------------------------------------------------------
    EACH           9    SOLE DISPOSITIVE POWER
  REPORTING             0
 PERSON WITH       -------------------------------------------------------------
                   10   SHARED DISPOSITIVE POWER
                        2,551,873
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,551,873
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     [_]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     8.95%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*
     CO
--------------------------------------------------------------------------------


                               Page 2 of 24 pages



                                  SCHEDULE 13D
----------------------------------            ----------------------------------
CUSIP NO. M25722105
----------------------------------            ----------------------------------

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

     Clal Industries and Investments Ltd. (no U.S. I.D. number)
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
     (A)  [X]
     (B)  [_]
--------------------------------------------------------------------------------
3    SEC USE ONLY

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*
     Not Applicable
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2 (D) OR 2 (E)     [_]
--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     Israel
--------------------------------------------------------------------------------
                   7    SOLE VOTING POWER
                        0
  NUMBER OF        -------------------------------------------------------------
   SHARES          8    SHARED VOTING POWER
BENEFICIALLY            2,562,399
  OWNED BY         -------------------------------------------------------------
    EACH           9    SOLE DISPOSITIVE POWER
  REPORTING             0
 PERSON WITH       -------------------------------------------------------------
                   10   SHARED DISPOSITIVE POWER
                        2,562,399
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,562,399
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     [_]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     8.99%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*
     CO
--------------------------------------------------------------------------------


                               Page 3 of 24 pages



                                  SCHEDULE 13D
----------------------------------            ----------------------------------
CUSIP NO. M25722105
----------------------------------            ----------------------------------

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

     IDB Development Corporation Ltd. (no U.S. I.D. number)
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
     (A)  [X]
     (B)  [_]
--------------------------------------------------------------------------------
3    SEC USE ONLY

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*
     Not Applicable
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2 (D) OR 2 (E)     [_]
--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     Israel
--------------------------------------------------------------------------------
                   7    SOLE VOTING POWER
                        0
  NUMBER OF        -------------------------------------------------------------
   SHARES          8    SHARED VOTING POWER
BENEFICIALLY            2,562,399
  OWNED BY         -------------------------------------------------------------
    EACH           9    SOLE DISPOSITIVE POWER
  REPORTING             0
 PERSON WITH       -------------------------------------------------------------
                   10   SHARED DISPOSITIVE POWER
                        2,562,399
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,562,399
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     [_]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     8.99%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*
     CO
--------------------------------------------------------------------------------


                               Page 4 of 24 pages



                                  SCHEDULE 13D
----------------------------------            ----------------------------------
CUSIP NO. M25722105
----------------------------------            ----------------------------------

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

     IDB Holding Corporation Ltd. (no U.S. I.D. number)
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
     (A)  [X]
     (B)  [_]
--------------------------------------------------------------------------------
3    SEC USE ONLY

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*
     Not Applicable
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2 (D) OR 2 (E)     [_]
--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     Israel
--------------------------------------------------------------------------------
                   7    SOLE VOTING POWER
                        0
  NUMBER OF        -------------------------------------------------------------
   SHARES          8    SHARED VOTING POWER
BENEFICIALLY            2,562,399
  OWNED BY         -------------------------------------------------------------
    EACH           9    SOLE DISPOSITIVE POWER
  REPORTING             0
 PERSON WITH       -------------------------------------------------------------
                   10   SHARED DISPOSITIVE POWER
                        2,562,399
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,562,399
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     [_]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     8.99%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*
     CO
--------------------------------------------------------------------------------




                               Page 5 of 24 pages



                                  SCHEDULE 13D
----------------------------------            ----------------------------------
CUSIP NO. M25722105
----------------------------------            ----------------------------------

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

     Nochi Dankner
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
     (A)  [X]
     (B)  [_]
--------------------------------------------------------------------------------
3    SEC USE ONLY

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*
     Not Applicable
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2 (D) OR 2 (E)     [_]
--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     Israel
--------------------------------------------------------------------------------
                   7    SOLE VOTING POWER
                        0
  NUMBER OF        -------------------------------------------------------------
   SHARES          8    SHARED VOTING POWER
BENEFICIALLY            2,562,399
  OWNED BY         -------------------------------------------------------------
    EACH           9    SOLE DISPOSITIVE POWER
  REPORTING             0
 PERSON WITH       -------------------------------------------------------------
                   10   SHARED DISPOSITIVE POWER
                        2,562,399
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,562,399
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     [_]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     8.99%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*
     IN
--------------------------------------------------------------------------------


                               Page 6 of 24 pages



                                  SCHEDULE 13D
----------------------------------            ----------------------------------
CUSIP NO. M25722105
----------------------------------            ----------------------------------

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

     Shelly Bergman
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
     (A)  [X]
     (B)  [_]
--------------------------------------------------------------------------------
3    SEC USE ONLY

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*
     Not Applicable
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2 (D) OR 2 (E)     [_]
--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     Israel
--------------------------------------------------------------------------------
                   7    SOLE VOTING POWER
                        0
  NUMBER OF        -------------------------------------------------------------
   SHARES          8    SHARED VOTING POWER
BENEFICIALLY            2,562,399
  OWNED BY         -------------------------------------------------------------
    EACH           9    SOLE DISPOSITIVE POWER
  REPORTING             0
 PERSON WITH       -------------------------------------------------------------
                   10   SHARED DISPOSITIVE POWER
                        2,562,399
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,562,399
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     [_]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     8.99%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*
     IN
--------------------------------------------------------------------------------


                               Page 7 of 24 pages



                                  SCHEDULE 13D
----------------------------------            ----------------------------------
CUSIP NO. M25722105
----------------------------------            ----------------------------------

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

     Avraham Livnat
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
     (A)  [X]
     (B)  [_]
--------------------------------------------------------------------------------
3    SEC USE ONLY

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*
     Not Applicable
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2 (D) OR 2 (E)     [_]
--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     Israel
--------------------------------------------------------------------------------
                   7    SOLE VOTING POWER
                        0
  NUMBER OF        -------------------------------------------------------------
   SHARES          8    SHARED VOTING POWER
BENEFICIALLY            2,562,399
  OWNED BY         -------------------------------------------------------------
    EACH           9    SOLE DISPOSITIVE POWER
  REPORTING             0
 PERSON WITH       -------------------------------------------------------------
                   10   SHARED DISPOSITIVE POWER
                        2,562,399
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,562,399
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     [_]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     8.99%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*
     IN
--------------------------------------------------------------------------------


                               Page 8 of 24 pages



                                  SCHEDULE 13D
----------------------------------            ----------------------------------
CUSIP NO. M25722105
----------------------------------            ----------------------------------

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

     Ruth Manor
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
     (A)  [X]
     (B)  [_]
--------------------------------------------------------------------------------
3    SEC USE ONLY

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*
     Not Applicable
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2 (D) OR 2 (E)     [_]
--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     Israel
--------------------------------------------------------------------------------
                   7    SOLE VOTING POWER
                        0
  NUMBER OF        -------------------------------------------------------------
   SHARES          8    SHARED VOTING POWER
BENEFICIALLY            2,562,399
  OWNED BY         -------------------------------------------------------------
    EACH           9    SOLE DISPOSITIVE POWER
  REPORTING             0
 PERSON WITH       -------------------------------------------------------------
                   10   SHARED DISPOSITIVE POWER
                        2,562,399
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,562,399
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     [_]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     8.99%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*
     IN
--------------------------------------------------------------------------------


                               Page 9 of 24 pages

This Amendment No. 2 amends and supplements the Statement on Schedule 13D (as
amended from time to time, the "Statement") in respect of the Ordinary Shares,
par value NIS 0.01 per share, ("Ordinary Shares"), of Compugen Ltd. (the
"Issuer"), initially filed with the Securities and Exchange Commission ("SEC")
by the Reporting Persons (as defined in the Statement) on July 7, 2003.

Unless otherwise defined in this Amendment No. 2, capitalized terms have the
meanings given to them in the Statement.

The following amends and supplements Items 2, 5 and 7 of the Statement.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 of the Statement is hereby amended and restated in its entirety as
follows:

(a), (b) and (c): The Reporting Persons.

The following are the names of the reporting persons (the "REPORTING PERSONS"),
the place of organization, principal business, and address of the principal
business or office of each Reporting Person that is a corporation, and the
residence or business address and present principal occupation of each Reporting
Person who is a natural person:

(1) Clal Biotechnology Industries Ltd., ("CBI "), an Israeli public
corporation, with its principal office at the Triangular Tower, 45th floor, 3
Azrieli Center, Tel Aviv 67023, Israel. CBI is a holding company, the activities
of which consist of establishment, acquisition and development of companies in
the life science industry. The outstanding shares of CBI are listed for trading
on the Tel Aviv Stock Exchange ("TASE"). CBI owns directly Ordinary Shares of
the Issuer.

(2) Clal Industries and Investments Ltd. ("CLAL INDUSTRIES"), an Israeli
public corporation, with its principal office at the Triangular Tower, 45th
floor, 3 Azrieli Center, Tel Aviv 67023, Israel. Clal Industries is a holding
company whose principal holdings are in the industrial and technology sectors.
The outstanding shares of Clal Industries are listed for trading on the TASE.
CBI is a majority owned subsidiary of Clal Industries. Clal Industries owns
directly Ordinary Shares of the Issuer. By reason of Clal Industries' control of
CBI, Clal Industries may be deemed beneficial owner of, and to share the power
to vote and dispose of, the Ordinary Shares owned directly by CBI.

(3) IDB Development Corporation Ltd. ("IDB DEVELOPMENT"), an Israeli
private corporation, with its principal office at the Triangular Tower, 44th
floor, 3 Azrieli Center, Tel Aviv 67023, Israel. IDB Development, through its
subsidiaries, organizes, acquires interests in, finances and participates in the
management of companies. Parts of the securities of IDB Development are listed
on the TASE. IDB Development owns the majority of the outstanding shares of, and
controls, Clal Industries. By reason of IDB Development's control of Clal
Industries, IDB Development may be deemed beneficial owner of, and to share the
power to vote and dispose of, the Ordinary Shares beneficially owned by Clal
Industries.

(4) IDB Holding Corporation Ltd., an Israeli public corporation ("IDB
HOLDING" or "IDBH"), with its principal office at the Triangular Tower, 44th
floor, 3 Azrieli Center, Tel Aviv 67023, Israel. IDB Holding is a holding
company that, through its wholly owned subsidiary, IDB Development, organizes,
acquires interests in, finances and participates in the management of companies.
The outstanding shares of IDB Holding are listed for trading on the TASE. By
reason of IDB Holding's control of IDB Development, IDB Holding may be deemed
beneficial owner of, and to share the power to vote and dispose of, the Ordinary
Shares owned beneficially by IDB Development.

Page 10 of 24 pages

The following persons, may by reason of their interests in and
relationships among them with respect to IDB Holding be deemed to control the
corporations referred to in paragraphs (1) - (4) above:

(5) Mr. Nochi Dankner, whose address is the Triangular Tower, 44th Floor, 3
Azrieli Center, Tel Aviv 67023, Israel. His present principal occupation is
Chairman and Chief Executive Officer of IDB Holding; Chairman of IDB Development
and Clal Industries; director of companies.

(6) Mrs. Shelly Bergman, whose address is 9, Hamishmar Ha'Ezrachi Street,
Afeka, Tel-Aviv, Israel. Her present principal occupation is director of
companies.

(7) Mrs. Ruth Manor, whose address is 26 Hagderot Street, Savion, Israel.
Her present principal occupation is director of companies.

(8) Mr. Avraham Livnat, whose address is 1 Taavura Junction, Ramle, Israel.
His present principal occupation is Managing Director of Taavura Holdings Ltd.,
an Israeli private company.

Ganden Holdings Ltd. ("GANDEN HOLDINGS"), a private Israeli company, holds,
directly and through Ganden Investments I.D.B. Ltd. ("GANDEN INVESTMENTS"), a
private Israeli company which is an indirect wholly owned subsidiary of Ganden
Holdings, approximately 55.26% of the issued share capital and approximately
55.31% of the voting rights of IDBH as follows: Ganden Investments holds
approximately 37.73% of the issued share capital and approximately 37.76% of the
voting rights of IDBH, and Ganden Holdings holds directly approximately 17.53%
of the issued share capital and approximately 17.55% of the voting rights of
IDBH. Shelly Bergman (one of the controlling shareholders of Ganden Holdings),
holds through a private Israeli company which is wholly owned by her, hold
approximately 4.23% of the issued share capital and voting rights of IDBH.

The controlling shareholders of Ganden Holdings are Nochi Dankner, who
holds, directly and through a company controlled by him, approximately 56.92% of
the issued share capital and voting rights of Ganden Holdings, and his sister,
Shelly Bergman, who held approximately 12.55% of the issued share capital and
voting rights of Ganden Holdings. The aforementioned controlling shareholders
are considered joint holders of approximately 69.47% of the issued share capital
and voting rights of Ganden Holdings by virtue, INTER ALIA, of a co-operation
and pre-coordination agreement between them.

Nochi Dankner's control in Ganden Holdings also arises from an agreement
signed by all the shareholders of Ganden Holdings, pursuant to which Nochi
Dankner was granted, INTER ALIA, veto rights at meetings of the Board of
Directors and the shareholders of Ganden Holdings and its subsidiaries.

Ruth Manor controls Manor Holdings B.A. Ltd. ("MANOR HOLDINGS"), a private
Israeli company, holds, directly and through Manor Investments - IDB Ltd.
("MANOR INVESTMENTS"), a private Israeli company, which is a subsidiary of Manor
Holdings, approximately 13.42% of the issued share capital and approximately
13.43% of the voting rights of IDBH as follows: Manor Investments holds
approximately 10.39% of the issued share capital and approximately 10.4% of the
voting rights of IDBH and Manor Holdings held directly approximately 3.03% of
the issued share capital and voting rights of IDBH.

Avraham Livnat controls Avraham Livnat Ltd. ("LIVNAT"), a private Israeli
company, holds directly and through Avraham Livnat Investments (2002) Ltd.
("LIVNAT INVESTMENTS"), a private Israeli company which is a wholly-owned
subsidiary of Livnat, approximately 13.43% of the issued share capital and
approximately 13.44% of the voting rights of IDBH as follows: Livnat Investments
holds approximately 10.34% of the issued share capital and approximately 10.35%
of the voting rights of IDBH and Livnat holds directly approximately 3.09% of
the issued share capital and voting rights of IDBH.

Page 11 of 24 pages

Ganden Investments, Manor Investments and Livnat Investments entered into a
Shareholders Agreement dated May 19, 2003 (the "IDB SHAREHOLDERS AGREEMENT")
with respect to their ownership of shares of IDBH constituting in the aggregate
approximately 51.70% of the outstanding shares of IDBH (Ganden Investments -
31.02%; Manor Investments - 10.34%; Livant Investments - 10.34%), for the
purpose of maintaining and exercising control of IDBH as one single group of
shareholders. Any holdings of said entities in IDBH in excess of said 51.70% of
the issued share capital and voting rights of IDBH (as well as the direct
holdings of Ganden Holdings, Manor Holdings, Avraham Livnat Ltd. and Shelly
Bergman's wholly owned company in IDB Holding) are not subject to IDB
Shareholders Agreement. The IDB Shareholders Agreement provides, among other
things, that Ganden will be the manager of the group as long as Ganden and its
permitted transferees will be the largest shareholders of IDBH among the parties
to the IDB Shareholders Agreement; that the parties to the IDB Shareholders
Agreement will vote together at shareholders' meetings of IDBH as shall be
determined according to a certain mechanism set forth therein; and that they
will exercise their voting power in IDB Holding for electing their designees as
directors of IDBH and its direct and indirect subsidiaries. The term of the IDB
Shareholders Agreement is twenty years from May 19, 2003.

It is hereby clarified that the additional holdings in IDBH as follows:
Ganden Holdings - approximately 17.53%, Ganden Investments - approximately
6.71%, Shelly Bergman - approximately 4.23%, Manor Holdings - approximately
3.03%, Manor Investments - approximately 0.05% and Livnat - approximately 3.09%,
are not included in the IDBH Shareholders Agreement.

Manor Investments is a company owned by Isaac Manor and Ruth Manor. Isaac
Manor and Ruth Manor and their four children, Dori Manor, Tamar Manor Morel,
Michal Topaz and Sharon Vishnia, hold all of the shares of Manor Investments
through two private companies - Manor Holdings and Euro Man Automotive Ltd.
("EURO MAN"), as follows: Ruth and Isaac Manor hold all the shares of Manor
Holdings, which holds 60% of the shares of Manor Investments; In addition, Ruth
and Isaac Manor and their aforementioned children hold all of the shares of Euro
Man, which holds 40% of the shares of Manor Investments, as follows: Ruth Manor
and Isaac Manor each holds 10% of the shares of Euro Man; Dori Manor, Tamar
Manor Morel, Michal Topaz and Sharon Vishnia each hold 20% of the shares of Euro
Man.

Livnat Investments is wholly owned by Livnat, which is entirely held by
Avraham Livnat and his three sons, Zeev Livnat, Zvi Livnat and Shay Livnat, as
follows: Avraham Livnat holds 75% of the voting rights in Livnat and Zvi Livnat
hold 25% of the voting rights in Livnat. In addition, each of Messrs. Zeev
Livnat, Zvi Livnat and Shay Livnat hold, approximately 33.3% of the rights to
capital in Livnat.

By reason of the control of IDB Holding by Nochi Dankner, Shelly
Dankner-Bergman, Ruth Manor and Avraham Livnat, and the relations among them, as
set forth above, Nochi Dankner, Shelly Dankner-Bergman, Ruth Manor and Avraham
Livnat may each be deemed beneficial owner of, and to share the power to vote
and dispose of, the Ordinary Shares beneficially owned by IDB Holding.

The name, citizenship, residence or business address and present principal
occupation of the directors and executive officers of (i) CBI, (ii) Clal
Industries, (iii) IDB Holding and (iv) IDB Development are set forth in Exhibits
1, 2, 3 and 4 attached hereto, respectively, and incorporated herein by
reference.

(d) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any director or executive officer named in Exhibits 1, 2, 3 and 4 to
this Statement, has, during the last five years, been convicted in any criminal
proceeding, excluding traffic violations and similar misdemeanors.

Page 12 of 24 pages

(e) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any director or executive officer named in Exhibits 1, 2, 3 and 4 to
this Statement, has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.

(f) The Reporting Persons referred to in (5), (6), (7) and (8) above are
citizens of Israel.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Statement is hereby amended and restated in its entirety as
follows:

The Issuer has advised the Reporting Persons that there were 28,512,440
Ordinary Shares outstanding on March 25, 2009. The percentage of Ordinary Shares
outstanding owned by the Reporting Persons set forth in this Statement is based
on this number.

(a), (b) As of March 25, 2009:

(1) CBI is the beneficial owner, and shares with Clal Industries the power
to vote and dispose of 2,551,873 Ordinary Shares, constituting approximately
8.95% of the outstanding Ordinary Shares.

(2) Clal Industries directly owns 10,526 Ordinary Shares. It is the
beneficial owner, and shares with CBI the power to vote and dispose of,
2,562,399 Ordinary Shares owned in the aggregate by Clal Industries and CBI,
representing approximately 8.99% of the outstanding Ordinary Shares. Clal
Industries disclaims beneficial ownership of the CBI Shares.

(3) IDB Development is the beneficial owner, and may be deemed to share
with Clal Industries the power to vote and dispose of, 2,562,399 Ordinary Shares
beneficially owned by Clal Industries, representing approximately 8.99% of the
outstanding Ordinary Shares. IDB Development disclaims beneficial ownership of
the Ordinary Shares beneficially owned by Clal Industries.

(4) IDB Holding and the Reporting Persons who are natural persons may be
deemed to share the power to vote and dispose of the 2,562,399 Ordinary Shares
beneficially owned by IDB Development, constituting approximately 8.99% of the
outstanding Ordinary Shares. IDB Holding and the Reporting Persons who are
natural persons disclaim beneficial ownership of such shares.

Based on information furnished to the Reporting Persons, the Reporting
Persons are not aware of any executive officer or director named in Exhibit 1-4
to the Statement, beneficially owning any Ordinary Shares.

(c) None of the Reporting Persons or, to the Reporting Persons' knowledge, any
of the executive officers and directors named in Exhibits 1 through 4 to
this Statement, purchased or sold any Ordinary Shares in the sixty days
preceding March 25, 2009, except as set forth below:

Page 13 of 24 pages

CBI made the following sales of Ordinary Shares, all of which were made in open
market transactions on the NASDAQ:

DATE AMOUNT OF ORDINARY SHARES PRICE PER SHARE (US $)
---- ------------------------- ----------------------

August 7, 2008 17,300 2.101
August 8, 2008 39,380 2.101
August 11, 2008 900 2.099
August 12, 2008 9,800 2.061
August 14, 2008 20,600 2.021
August 15, 2008 39,500 2.007
August 18, 2008 7,220 2.012
January 23, 2009 51,000 0.65
January 23, 2009 18,000 0.656
January 27, 2009 26,400 0.700
February 18, 2009 13,850 0.543
February 19, 2009 100 0.54
February 25, 2009 6,591 0.516
February 26, 2009 3,700 0.510
February 27, 2009 5,759 0.503
March 17, 2009 11,075 0.502
March 25, 2009 85,000 0.607
March 25, 2009 33,700 0.645

(d) Not applicable.

(e) Not applicable.

Page 14 of 24 pages

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Statement is hereby amended and restated in its entirety as
follows:

Exhibit # Description

Exhibits 1-4 Name, citizenship, business address, present principal occupation
and employer of executive officers and directors of (1) CBI (2)
Clal Industries, (3) IDB Development and (4) IDB Holding.

Exhibit 5 Joint Filing Agreement between Clal Industries and CBI
authorizing Clal Industries to file this Schedule 13D and any
amendments hereto (1)

Exhibit 6 Joint Filing Agreement between Clal Industries and IDB
Development authorizing Clal Industries to file this Schedule 13D
and any amendments hereto (1)

Exhibit 7 Joint Filing Agreement between Clal Industries and IDB Holding
authorizing Clal Industries to file this Schedule 13D and any
amendments hereto (1)

Exhibit 8 Joint Filing Agreement between Clal Industries and Mr. Dankner
authorizing Clal Industries to file this Schedule 13D and any
amendments hereto (1)

Exhibit 9 Joint Filing Agreement between Clal Industries and Mrs. Bergman
authorizing Clal Industries to file this Schedule 13D and any
amendments hereto (1)

Exhibit 10 Joint Filing Agreement between Clal Industries and Mrs. Manor
authorizing Clal Industries to file this Schedule 13D and any
amendments hereto (1)

Exhibit 11 Joint Filing Agreement between Clal Industries and Mr. Livnat
authorizing Clal Industries to file this Schedule 13D and any
amendments hereto (1)

(1) Previously filed as Exhibits 5-11 to Amendment No. 1 to the Schedule 13D
with the SEC on July 31, 2008, and incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of knowledge and belief of the
undersigned, the undersigned hereby certify that the information set forth in
this Statement is true, complete and correct.

Dated: March 29, 2009

CLAL BIOTECHNOLOGY INDUSTRIES LTD.
IDB DEVELOPMENT CORPORATION LTD.
IDB HOLDING CORPORATION LTD.
NOCHI DANKNER
SHELLY DANKNER-BERGMAN
AVRAHAM LIVNAT
RUTH MANOR

By: CLAL INDUSTRIES AND INVESTMENTS LTD.

/s/ Yehuda Ben Ezra, /s/ Gonen Bieber
-------------------------------------
Yehuda Ben Ezra, and Gonen Bieber authorized signatories of Clal
Industries and Investments Ltd. for itself and on behalf of Clal
Biotechnology Industries Ltd., IDB Holding Corporation Ltd, IDB
Development Corporation Ltd., Nochi Dankner, Shelly Dankner-Bergman,
Avraham Livnat and Ruth Manor pursuant to the agreements annexed as
exhibits 5-11 to this Schedule 13D.

Page 15 of 24 pages

Exhibit 1
(Information provided as of March 29, 2009 in response
to Items 2 through 6 of Schedule 13D)
Executive Officers and Directors of
Clal Biotechnology Industries Ltd.
Address is: Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel

NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------

Avi Fischer Chairman of the Board Executive Vice President of IDB Holding;
3 Azrieli Center, Deputy Chairman of IDB Development;
Triangular Tower, Co-Chief Executive Officer of Clal
Tel Aviv, Israel Industries and Investments Ltd.

Aahron Schwartz Director Vice President of Teva Pharmaceutical Industries
5 Basel St. Ltd.
Petach Tikva, Israel

Gavriel Barabash Director General Director of Sourasky Medical
17 Beny Neviim st. Center, Tel Aviv
Ramt Gan. Israel

Tamar Manor Morel* Director CTO Biotechnology of Clal Industries and
3 Azrieli Center, Investments Ltd.
Triangular Tower,
Tel Aviv, Israel

Jonathan Kaplan Director Controlling shareholder of Jonathan Kaplan
7 Jabotinsky st. consulting & Investments Ltd.
Ramt - Gan, Israel

Ehud Raanani External Director Department Director of Cardiac Surgery,
69 Hapards st. Sheba Medical Center Tel Hashomer.
Hod - Hasharon, Israel

Avraham Zigelman External Director Director of Companies
8 Ori Caesary st.
Tel Aviv, Israel

Ruben Krupik Chief Executive officer Chief Executive officer of Clal
14 A Abba Hill Silver st. Biotechnology Industries Ltd and Arte
Ramt Gan, Israel Venture Group Ltd.

Amos Bankirer Vice President Partner of Arte Venture Group Ltd.
14 A Abba Hill Silver st.
Ramt Gan, Israel

Ofer Goldberg Vice President Partner and Director of Arte Venture Group
14 A Abba Hill Silver st. Ltd.
Ramt Gan, Israel

Ofer Gonen Vice President Partner and Director of Arte Venture Group
14 A Abba Hill Silver st. Ltd.
Ramt Gan, Israel

Page 16 of 24 pages



NAME & ADDRESS                 POSITION                       CURRENT PRINCIPAL OCCUPATION
--------------                 --------                       ----------------------------

Gil Milner                     Vice President Financial       Financial Manager and Comptroller of Clal
14 A Abba Hill Silver st.      Manager and Comptroller.       Biotechnology Industries Ltd.
Ramt Gan, Israel

Nitsa Einan                    Vice President and General     General Counsel of Clal Industries and
3 Azrieli Center,              Counsel.                       Investments Ltd. and Clal Biotechnology
Triangular Tower,                                             Industries Ltd.
Tel Aviv, Israel

Joshua Hazenfrtz               Internal Auditor               Internal Auditor of Clal Biotechnology
52 Menahem Begin Road                                         Industries Ltd.
Ramt Gan, Israel

*Mrs. Tamar Manor Morel is a citizen of Israel and France.


                              Page 17 of 24 pages



                                    Exhibit 2
             (Information provided as of March 29, 2009 in response
                      to Items 2 through 6 of Schedule 13D)
                       Executive Officers and Directors of
                      Clal Industries and Investments Ltd.
      Address is: 3 Azrieli Center, Triangle Tower, Tel Aviv 67023, Israel
      (citizenship the same as country of residence unless otherwise noted)

NAME & ADDRESS                                POSITION                          CURRENT PRINCIPAL OCCUPATION
--------------                                --------                          ----------------------------

Nochi Dankner                                 Chairman of the Board of          Chairman and Chief Executive Officer of IDB
3 Azrieli Center, the Triangular Tower 44th   Directors and Co-Chief            Holding; Chairman of IDB Development, DIC
floor, Tel Aviv 67023, Israel                 Executive.                        and Clal Industries and Investments Ltd.;
                                                                                Businessman and Director of companies

Avi Fischer                                   Director                          Executive Vice President of IDB Holdings;
3 Azrieli Center, the Triangular Tower 45th                                     Deputy  Chairman of IDB Development;
floor, Tel Aviv 67023, Israel                                                   Co-Chief Executive Officer of Clal
                                                                                Industries and Investments Ltd.

Refael Bisker                                 Director                          Chairman of Property and Building
3 Azrieli Center, the Triangular Tower 44th                                     Corporation Ltd.; Co-Chairman of Super-Sol
floor, Tel Aviv 67023, Israel                                                   Ltd.

Marc Schimmel*                                Director                          Director of UKI Investments
54-56 Euston St., London NW1  U.K.

Yecheskel Dovrat                              Director                          Economic consultant and director of
1 Nachshon St., Ramat Hasharon, Israel.                                         companies.

Eliahu Cohen                                  Director                          Chief Executive Officer of IDB Development.
3 Azrieli Center, the Triangular Tower 44th
floor, Tel Aviv 67023, Israel

Shay Livnat                                   Director                          President of Zoe Holdings Ltd.
31 HaLechi St., Bnei Brak 51200, Israel

David Leviatan                                Director                          Director of Companies.
18 Mendele St., Herzeliya, Israel


                              Page 18 of 24 pages



NAME & ADDRESS                                POSITION                          CURRENT PRINCIPAL OCCUPATION
--------------                                --------                          ----------------------------

Nachum Langental                              External Director                 Director of companies
3 Jabotinski St., Ramat Gan, Israel

Isaac Manor**                                 Director                          Chairman of companies in the motor vehicle
26 Hagderot St., Savion, Israel                                                 sector of the David Lubinski Ltd. Group.

Dori Manor**                                  Director                          Chief Executive Officer of companies in the
17 Kerem Hazitim St., Savion, Israel                                            motor vehicle sector of the David Lubinski
                                                                                Ltd. group.

Adiel Rosenfeld, 42 Ha'Alon St., Timrat       Director                          Representative in Israel of Aktiva group.
36576, Israel

Liora Polachek                                External Director                 Independent Lawyer, Partner and Director
46 He Beiyyar st., Tel Aviv, Israel                                             at Sitan Polachek Attorney.

Zeev Ben- Asher                               External Director                 Managers Coacher and  organizational
20 Carmely st., Ramt- Gan, Israel                                               consultant.

Zvi Livnat,                                   Co- Chief Executive               Executive Vice President of IDB Holding;
3 Azrieli Center, the Triangular Tower 45th                                     Deputy Chairman of IDB Development;
floor, Tel Aviv 67023, Israel                                                   Co-Chief Executive Officer of Clal
                                                                                Industries and Investments Ltd.

Nitsa Einan,                                  Vice President and General        General Counsel of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th   Counsel.                          Investments Ltd. and Clal Biotechnology
floor, Tel Aviv 67023, Israel                                                   Industries Ltd.

Yehuda Ben Ezra                               Vice President and Comptroller.   Comptroller of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th                                     Investments Ltd.
floor, Tel Aviv 67023, Israel

Gonen Bieber,**                               Vice President and Financial      Financial Manager of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th   Manager.                          Investments Ltd.
floor, Tel Aviv 67023, Israel

Guy Rosen,                                    Senior Vice President             Vice President of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th                                     Investments Ltd. Chairman of Israir
floor, Tel Aviv 67023, Israel                                                   Airlines and Truism Ltd


                              Page 19 of 24 pages



NAME & ADDRESS                                POSITION                          CURRENT PRINCIPAL OCCUPATION
--------------                                --------                          ----------------------------

Boaz Simons,                                  Senior Vice President             Vice President of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th                                     Investments Ltd.
floor, Tel Aviv 67023, Israel

Tal Mund                                      Vice President                    Business Development of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th                                     Investments Ltd.
floor, Tel Aviv 67023, Israel

Ilan Amit,                                    Internal Auditor                  Internal Auditor of Clal Industries and
3 Azrieli Center, the Triangular Tower 45th                                     Investments Ltd.
floor, Tel Aviv 67023, Israel

*    Mr. Mark Schimmel is a citizen of Great Britain.

**   Mr. Isaac Manor and Mr. Dori Manor are citizens of Israel and France

***  Mr. Bieber is a citizen of Israel and the Republic of Germany.


                              Page 20 of 24 pages



                                   Exhibit 3
             (Information provided as of March 29, 2009 in response
                     to Items 2 through 6 of Schedule 13D)
                      Executive Officers and Directors of
                        IDB Development Corporation Ltd.
     Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel
                (citizenship is Israel, unless otherwise noted)


NAME & ADDRESS                                  POSITION              CURRENT PRINCIPAL OCCUPATION
--------------                                  --------              ----------------------------

Nochi Dankner                                   Chairman of the       Chairman and Chief Executive Officer of
3 Azrieli Center, The Triangular Tower, 44th    Board of Directors    IDB Holding; Chairman of IDB
floor, Tel-Aviv 67023, Israel                   and Chief Executive   Development, DIC and Clal Industries and
                                                Officer               Investments Ltd.; Businessman and
                                                                      Director of companies.

Isaac Manor (*)                                 Deputy Chairman of    Chairman of companies in the motor
103 Kahanman Street, Bnei brak 51553, Israel    the Board of          vehicle sector of the David Lubinski
                                                Directors             Ltd. group.

Arie Mientkavich                                Vice Chairman of      Chairman of Elron; Deputy Chairman of
14 Betzalel Street,                             the Board of          Gazit-Globe Ltd. and Chairman of
Jerusalem 94591,Israel                          Directors             Gazit-Globe Israel (Development) Ltd.

Zehava Dankner                                  Director              Director of companies.
64 Pinkas Street, Tel Aviv 62157, Israel

Lior Hannes                                     Director              Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th                          Development; Chief Executive Officer of
floor, Tel-Aviv 67023, Israel                                         IDB Investments (U.K.) Ltd.

Refael Bisker                                   Director              Chairman of Property and Building
3 Azrieli Center, The Triangular Tower, 44th                          Corporation Ltd.; Co-Chairman of
floor, Tel-Aviv 67023, Israel                                         Shufersal Ltd.

Jacob Schimmel                                  Director              Co- Managing Director of UKI Investments.
17 High field Gardens, London NW11 9HD,
United Kingdom

Shaul Ben-Zeev                                  Director              Chief Executive Officer of Avraham
Taavura Junction, Ramle 72102, Israel                                 Livnat Ltd.

Eliahu Cohen                                    Director              Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower, 44th                          Development.
floor, Tel-Aviv 67023, Israel


                              Page 21 of 24 pages



NAME & ADDRESS                                  POSITION              CURRENT PRINCIPAL OCCUPATION
--------------                                  --------              ----------------------------

Dori Manor (*)                                  Director              Chief Executive Officer of companies in
103 Kahanman Street, Bnei brak 51553, Israel                          the motor vehicle sector of the David
                                                                      Lubinski Ltd. group.

Meir Rosenne                                    Director              Attorney.
8 Oppenheimer Street, Ramat Aviv,
Tel Aviv 69395, Israel

Shmuel Lachman                                  External Director     Information technology consultant
9A Khilat Jatomir Street,
Tel Aviv 69405, Israel

Zvi Dvoresky                                    External Director     Chief Executive officer of Beit Kranot
3 Biram Street,                                                       Trust Ltd.
Haifa 34986, Israel

Zvi Livnat                                      Director and          Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th    Executive Vice        Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel                   President             Co-Chief Executive Officer of Clal
                                                                      Industries and Investments Ltd.

Avi Fischer                                     Executive Vice        Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th    President             Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel                                         Co-Chief Executive Officer of Clal
                                                                      Industries and Investments Ltd.

Dr. Eyal Solganik                               Chief Financial       Chief Financial Officer of IDB Holding;
3 Azrieli Center, The Triangular Tower, 44th    Officer               Executive Vice President and Chief
floor, Tel-Aviv 67023, Israel                                         Financial Officer of IDB Development.

Haim Tabouch                                    Comptroller           Comptroller of IDB Holding; Vice
3 Azrieli Center, The Triangular Tower, 44th                          President and Comptroller of IDB
floor, Tel-Aviv 67023, Israel                                         Development.

*    Mr. Issac Manor and Mr. Dori Manor are citizens of Israel and France.

                              Page 22 of 24 pages



                                    Exhibit 4
             (Information provided as of March 29, 2009 in response
                      to Items 2 through 6 of Schedule 13D)
              Executive Officers, Directors and Persons Controlling
                          IDB Holding Corporation Ltd.
     Address is: 3 Azrieli Center, Triangular Tower, Tel Aviv 67023, Israel
      (citizenship the same as country of residence unless otherwise noted)

NAME & ADDRESS                                  POSITION              CURRENT PRINCIPAL OCCUPATION
--------------                                  --------              ----------------------------

Nochi Dankner                                   Chairman of the       Chairman and Chief Executive Officer of
3 Azrieli Center, The Triangular Tower, 44th    Board of Directors    IDB Holding; Chairman of IDB
floor, Tel-Aviv 67023, Israel                                         Development, DIC and Clal Industries and
                                                                      Investments Ltd.; Businessman and
                                                                      Director of companies.

Zehava Dankner                                  Director              Director of companies.
64 Pinkas Street, Tel Aviv 62157, Israel

Avi Fischer                                     Deputy Chairman of    Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th    the Board of          Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel                   Directors             Co-Chief Executive Officer of Clal
                                                                      Industries and Investments Ltd.

Zvi Livnat                                      Deputy Chairman of    Executive Vice President of IDB Holding;
3 Azrieli Center, The Triangular Tower, 45th    the Board of          Deputy Chairman of IDB Development;
floor, Tel-Aviv 67023, Israel                   Directors             Co-Chief Executive Officer of Clal
                                                                      Industries and Investments Ltd.

Refael Bisker                                   Director              Chairman of Property and Building
3 Azrieli Center, The Triangular Tower, 44th                          Corporation Ltd.; Co-Chairman of
floor, Tel-Aviv 67023, Israel                                         Shufersal Ltd.

Jacob Schimmel                                  Director              Co- Managing Director of UKI Investments.
7 High field Gardens, London NW11 9HD, United
Kingdom

Shay Livnat                                     Director              President of Zoe Holdings Ltd.
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel

Eliahu Cohen                                    Director and Chief    Chief Executive Officer of IDB
3 Azrieli Center, The Triangular Tower 44th     Executive Officer     Development.
floor, Tel-Aviv 67023, Israel

Isaac Manor (*)                                 Director              Chairman of companies in the motor
103 Kahanman Street, Bnei brak 51553, Israel                          vehicle sector of the David Lubinski Ltd. group.


                              Page 23 of 24 pages

NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION
-------------- -------- ----------------------------

Dori Manor (*) Director Chief Executive Officer of companies in
103 Kahanman Street, Bnei brak 51553, Israel the motor vehicle sector of the David
Lubinski Ltd. group.

Abraham Ben Joseph Director Director of companies.
87 Haim Levanon Street, Tel-Aviv 69345, Israel

Amos Malka Director Director of companies
18 Nahal Soreq Street, Modi'in 71700, Israel

Prof. Yoram Margalioth Director Senior lecturer (expert on tax laws) at
16 Ha'efroni Street, Raanana 43724, Israel the Faculty of Law in the Tel Aviv
University.
Irit Izakson Director Director of companies.
15 Great Matityahou Cohen Street, Tel-Aviv
62268, Israel

Lior Hannes Senior Executive Senior Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th Vice President Development; Chief Executive Officer of
floor, Tel-Aviv 67023, Israel IDB Investments (U.K.) Ltd.

Dr. Eyal Solganik Executive Vice Executive Vice President and Chief
3 Azrieli Center, The Triangular Tower, 44th President and Chief Financial Officer of IDB Development;
floor, Tel-Aviv 67023, Israel Financial Officer Chief Financial Officer of IDB Holding.

Ari Raved Vice President Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel

Haim Gavrieli Executive Vice Executive Vice President of IDB
3 Azrieli Center, The Triangular Tower, 44th President Development.
floor, Tel-Aviv 67023, Israel

Haim Tabouch Vice President and Vice President and Comptroller of IDB
3 Azrieli Center, The Triangular Tower, 44th Comptroller Development; Comptroller of IDB Holding.
floor, Tel-Aviv 67023, Israel

Inbal Tzion Vice President and Vice President and Corporate Secretary
3 Azrieli Center, The Triangular Tower, 44th Corporate Secretary of IDB Development; Corporate Secretary
floor, Tel-Aviv 67023, Israel of IDB Holding.

(*) Mr. Issac Manor and Mr. Dori Manor are citizens of Israel and France.

Page 24 of 24 pages