SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Anchiano Therapeutics Ltd.

(Name of Issuer)

Ordinary Shares, no par value

American Depositary Shares, each of which represents five Ordinary Shares, no par value,

evidenced by American Depositary Receipts

(Title of Class of Securities)

03280X102*

(CUSIP Number)

Alejandro Moreno

c/o Access Industries, Inc.

40 West 57^th Street, 28th Floor

New York, New York 10019

(212) 247-6400

with copies to:

Matthew E. Kaplan

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

February 14, 2019

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

* The CUSIP number applies to the American Depositary Shares. No CUSIP number has been assigned to the Ordinary Shares.

CUSIP No. 03280X102

1	NAME OF REPORTING PERSON. Access Industries Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 6,521,735 shares
		8	SHARED VOTING POWER 9,307,662 shares
		9	SOLE DISPOSITIVE POWER 6,521,735 shares
		10	SHARED DISPOSITIVE POWER 9,307,662 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,829,397 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 40.1%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (Limited Liability Company)

(1) All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D assume an aggregate of 37,099,370 Ordinary Shares issued and outstanding, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(5) on February 13, 2019 (the “Prospectus”), inclusive of Ordinary Shares represented by ADSs and 8,262,818 Ordinary Shares to be issued as a result of price protection rights, pursuant to the Purchase Agreement (as defined in Item 3), triggered by the Issuer’s initial public offering of ADSs.

CUSIP No. 03280X102

1	NAME OF REPORTING PERSON. Access Industries, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER 15,829,397 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER 15,829,397 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,829,397 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 40.1%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (Limited Liability Company)

(1) All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D assume an aggregate of 37,099,370 Ordinary Shares issued and outstanding, as reported in the Prospectus, inclusive of Ordinary Shares represented by ADSs and 8,262,818 Ordinary Shares to be issued as a result of price protection rights, pursuant to the Purchase Agreement, triggered by the Issuer’s initial public offering of ADSs.

CUSIP No. 03280X102

1	NAME OF REPORTING PERSON. Access Industries Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER 15,829,397 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER 15,829,397 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,829,397 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 40.1%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (Limited Liability Company)

(1) All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D assume an aggregate of 37,099,370 Ordinary Shares issued and outstanding, as reported in the Prospectus, inclusive of Ordinary Shares represented by ADSs and 8,262,818 Ordinary Shares to be issued as a result of price protection rights, pursuant to the Purchase Agreement, triggered by the Issuer’s initial public offering of ADSs.

CUSIP No. 03280X102

1	NAME OF REPORTING PERSON. Clal Biotechnology Industries Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, OO (see Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 9,307,662 shares
		8	SHARED VOTING POWER 0 shares
		9	SOLE DISPOSITIVE POWER 9,307,662 shares
		10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,307,662 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒(1)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 23.6%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1) Excludes 6,521,735 Ordinary Shares, represented by 1,304,347 ADSs that are owned directly by Access Industries Holdings LLC.

(2) All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D assume an aggregate of 37,099,370 Ordinary Shares issued and outstanding, as reported in the Prospectus, inclusive of Ordinary Shares represented by ADSs and 8,262,818 Ordinary Shares to be issued as a result of price protection rights, pursuant to the Purchase Agreement, triggered by the Issuer’s initial public offering of ADSs.

CUSIP No. 03280X102

1	NAME OF REPORTING PERSON. Len Blavatnik
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER 15,829,397 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER 15,829,397 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,829,397 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 40.1%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1) All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D assume an aggregate of 37,099,370 Ordinary Shares issued and outstanding, as reported in the Prospectus, inclusive of Ordinary Shares represented by ADSs and 8,262,818 Ordinary Shares to be issued as a result of price protection rights, pursuant to the Purchase Agreement, triggered by the Issuer’s initial public offering of ADSs.

CONTINUATION PAGES TO SCHEDULE 13D

This Schedule 13D is being filed by Access Industries Holdings LLC (“AIH”), Access Industries Management, LLC (“AIM”), Access Industries, LLC (“Access LLC”), Clal Biotechnology Industries Ltd. (“CBI”) and Len Blavatnik (collectively, the “Reporting Persons”, and each, a “Reporting Person”) to report the acquisition of American Depositary Shares, no par value (“ADSs”), evidenced by American Depositary Receipts, each of which represents five ordinary shares, no par value per share (the “Ordinary Shares”), of Anchiano Therapeutics Ltd. (the “Issuer”). As a result of CBI’s relationships with the other Reporting Persons, it is possible that CBI may be deemed a member of a “group”, within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with such other Reporting Persons. CBI is making this filing as a precautionary matter and this filing shall not be deemed an admission that CBI is a member of a group or is subject to the reporting requirements of Section 13 of the Exchange Act.

Item 1 Security and Issuer

This Schedule 13D relates to the ADSs of the Issuer. The address of the Issuer’s principal executive office is: 1/3 High-Tech Village, Givat Ram, P.O. Box 39264, Jerusalem, 9139102 Israel.

Item 2 Identity and Background

Name	Address of Business/Principal Office	Principal Business/Occupation	Jurisdiction of Organization/Citizenship
Access Industries Holdings LLC	c/o Access Industries, Inc. 40 West 57th Street, 28th Fl. New York, NY 10019	Holding strategic investments in a variety of industries worldwide	Delaware
Access Industries, LLC	c/o Access Industries, Inc. 40 West 57th Street, 28th Fl. New York, NY 10019	Holding strategic investments in a variety of industries worldwide	Delaware
Access Industries Management, LLC	c/o Access Industries, Inc. 40 West 57th Street, 28th Fl. New York, NY 10019	Manager of holdings of strategic investments in a variety of industries worldwide	Delaware
Clal Biotechnology Industries Ltd.	3 Azrieli Center Triangle Tower, 45th Floor, 132 Menachem Begin St. Tel Aviv, 6702301	Investing in life sciences companies and ventures	Israel
Len Blavatnik	c/o Access Industries, Inc. 40 West 57th Street, 28th Fl. New York, NY 10019	Chairman of Access Industries, Inc., the principal business of which is holding strategic investments in a variety of industries worldwide	United States of America

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is filed as Exhibit 99.5 hereto.

None of the Reporting Persons, or to the knowledge of the Reporting Persons, any person listed on Annex A hereto, has, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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.

Please see Annex A for information regarding the directors and executive officers of CBI.

As a result of CBI’s relationships with the other Reporting Persons, it is possible that CBI may be deemed a member of a “group”, within the meaning of Rule 13d-5(b)(1) under Act, with such other Reporting Persons. CBI is making this filing as a precautionary matter and this filing shall not be deemed an admission that CBI is a member of a group or is subject to the reporting requirements of Section 13 of the Exchange Act.

Item 3 Source and Amount of Funds or Other Considerations

On August 13, 2012, the Issuer completed a reverse merger with BioCancell Therapeutics Inc. In exchange for CBI’s shares and warrant to purchase ordinary shares of BioCancell Therapeutics Inc., the Issuer issued CBI 27,323,134 ordinary shares and a warrant to purchase 1,720,763 ordinary shares of the Issuer.

On November 12, 2012, CBI acquired 36,905,000 ordinary shares of the Issuer in a public offering on the Tel Aviv Stock Exchange (the “TASE”) for consideration of NIS 15.5 million (approximately $3.9 million). CBI funded this purchase using cash on hand.

On May 26, 2013, CBI acquired 14,109,600 ordinary shares of the Issuer in a public offering on the TASE for consideration of NIS 11.1 million (approximately $3 million). CBI funded this purchase using cash on hand.

On June 27, 2013, CBI exercised its warrant to purchase 1,720,763 ordinary shares of the Issuer for consideration of NIS 0.7 million (approximately $0.2 million). CBI funded this exercise using cash on hand.

On July 21, 2013, the Issuer completed a 10:1 reverse share split, and 80,058,497 ordinary shares of the Issuer held by CBI at that time were converted into 8,005,850 ordinary shares of the Issuer.

On August 4, 2013, CBI acquired 2,873,920 ordinary shares of the Issuer for consideration of NIS 2.9 million (approximately $0.8 million) as a result of anti-dilution provisions relating to CBI’s investment in BioCancell Therapeutics Inc. triggered by the Issuer’s private offering in July 2012 and public offering in November 2012. CBI funded this purchase using cash on hand.

On January 23, 2014, CBI acquired 2,719,942 ordinary shares of the Issuer through the exercise of ordinary share purchase rights acquired in the Issuer’s subscription rights offering for consideration of NIS 6.4 million (approximately $1.8 million). CBI funded this purchase using cash on hand.

On July 28, 2014, CBI acquired 10,632,080 ordinary shares of the Issuer through the exercise of ordinary share purchase rights acquired in the Issuer’s subscription rights offering for consideration of NIS 25.6 million (approximately $7.5 million). CBI funded this purchase using cash on hand.

On February 16, 2015, CBI acquired 773,285 ordinary shares of the Issuer for consideration of NIS 77 thousand (approximately $20 thousand) as a result of anti-dilution provisions relating to CBI’s investment in BioCancell Therapeutics Inc. to reflect delays in prior issuances of anti-dilution shares and to reflect adjustments to the anti-dilution provisions.

On March 15, 2015, CBI acquired 15,400,000 ordinary shares of the Issuer through the exercise of ordinary share purchase rights acquired in the Issuer’s subscription rights offering for consideration of NIS 15.4 million (approximately $3.8 million). CBI funded this purchase using cash on hand.

On June 16, 2016, CBI acquired 1,980,192 ordinary shares of the Issuer through the exercise of ordinary share purchase rights acquired in the Issuer’s subscription rights offering for consideration of NIS 2 million (approximately $0.5 million). CBI funded this purchase using cash on hand.

On June 10, 2018, the Issuer completed a 10:1 reverse share split, and 34,794,908 ordinary shares held by CBI at that time were converted into 3,479,491 Ordinary Shares.

On June 29, 2018, pursuant to a securities purchase agreement, dated March 29, 2018, between the Issuer and certain investors, including CBI (the “Purchase Agreement”), CBI purchased 1,301,481 Ordinary Shares at a price $0.3842 per share and was issued a warrant to purchase an additional 1,041,185 Ordinary Shares at a price of NIS 16.20 per share. CBI acquired the Ordinary Shares through the repayment of the bridge financing that was provided to the Issuer by CBI in an amount of $3.0 million (by deducting the repayment amount from the $5.0 million purchase price of the securities acquired by CBI) and $2.0 million of cash on hand. In addition, CBI was issued certain purchase price protections with respect to their Ordinary Shares and warrant in the event of a future share issuance by the Issuer, including an initial public offering of ADSs, where the price per share does not increase by least 42.86% over the price per share in the June 2018 offering.

On February 14, 2019, AIH and CBI purchased 6,521,735 Ordinary Shares (represented by 1,304,347 ADSs) and 326,085 Ordinary Shares (represented by 65,217 ADSs), respectively, in the Issuer’s initial public offering of ADSs at a price of $11.50 per ADS. Each purchase was funded using cash on hand.

On February 14, 2019, in connection with the closing of the Issuer’s initial public offering of ADSs, as a result of triggering the price protection rights, described above, CBI became entitled to be issued 1,804,109 Ordinary Shares and the warrant will be adjusted to provide for the purchase of an additional 1,355,311 Ordinary Shares from the Issuer. In addition, pursuant to the Warrant Agreement (as defined in Item 6), the exercise price of CBI’s warrant to purchase Ordinary Shares was reduced to $1.932 per share.

Item 4 Purpose of Transaction

The Reporting Persons who hold Ordinary Shares and ADSs directly acquired those securities as an investment in the regular course of their businesses. The Reporting Persons may engage in discussions with management, the Issuer’s board of directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Isaac Kohlberg, a director of CBI, and Robert Connelly, a consultant of CBI, currently serve on the Issuer’s board of directors. The Reporting Persons intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional ADSs or Ordinary Shares in the open market, block trades, negotiated transactions, or otherwise. The Reporting Persons may also dispose of all or a portion of the Issuer’s securities, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities, in each case, subject to limitations under applicable law and, as applicable, the Lock-Up Agreement (as defined below).

The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take. The Reporting Persons’ future actions with regard to the Issuer are dependent on their evaluation of the factors listed above, circumstances affecting the Issuer in the future, including prospects of the Issuer, general market and economic conditions and other factors deemed relevant. The Reporting Persons reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above or otherwise.

Except as set forth above, the Reporting Persons have no plans or proposals with respect to the Issuer.

Item 5 Interest in Securities of the Issuer

(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of common stock (including but not limited to footnotes to such information) are incorporated herein by reference.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

6,521,735 Ordinary Shares, represented by 1,304,347 ADSs, are owned directly by AIH and may be deemed to be beneficially owned by Access LLC, AIM and Len Blavatnik because (i) Access LLC controls a majority of the outstanding voting interests in AIH, (ii) AIM controls Access LLC and AIH, and (iii) Len Blavatnik controls AIM, Access LLC and AIH. Each of the Reporting Persons (other than AIH), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

9,307,662 Ordinary Shares may be deemed beneficially owned by CBI, including (i) 6,585,081 Ordinary Shares owned directly by CBI, (ii) 326,085 Ordinary Shares, represented by 65,217 ADSs owned directly by CBI and (iii) 2,396,496 Ordinary Shares issuable upon exercise of a warrant owned directly by CBI. CBI is a publicly traded company traded on the Tel Aviv Stock Exchange. Each of AIH, Access LLC, AIM and Mr. Blavatnik may be deemed to share voting and investment power over the ordinary shares owned directly by CBI because (i) Len Blavatnik controls AIM, AIH, Access LLC and AI International GP Limited (the general partner of AI SMS, as defined below), (ii) Access LLC controls a majority of the outstanding voting interests in AIH, (iii) AIM controls Access LLC and AIH, (iv) AIH owns a majority of the equity of AI SMS L.P. (“AI SMS”), (v) AI SMS controls AI Diversified Holdings Ltd. (“Holdings Limited”), (vi) Holdings Limited owns AI Diversified Parent S.à r.l., which owns AI Diversified Holdings S.à r.l., which owns Access AI Ltd (“Access AI”); (vii) Access AI wholly owns Clal Industries Ltd. (“CI”); and (viii) CI is the controlling shareholder of CBI. Each of the Reporting Persons (other than CBI), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

(c) The following transactions in the Issuer’s securities have been effected by Reporting Persons within the 60 days prior to this filing:

On February 14, 2019, AIH and CBI purchased 6,521,735 Ordinary Shares (represented by 1,304,347 ADSs) and 326,085 Ordinary Shares (represented by 65,217 ADSs), respectively, at a price of $11.50 per ADS from the underwriters in the Issuer’s public offering of ADSs pursuant to the Issuer’s prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(5) on February 13, 2019.

On February 14, 2019, in connection with the closing of the Issuer’s initial public offering of ADSs, as a result of triggering the price protection rights, described in Item 3, CBI became entitled to be issued 1,804,109 Ordinary Shares and the warrant will be adjusted to provide for the purchase of an additional 1,355,311 Ordinary Shares from the Issuer.

(d) Not applicable.

(e) Not applicable.

Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Information Rights Agreement

CBI is party to an Information Rights Agreement, dated December 19, 2018 (the “Information Rights Agreement”), with the Issuer. The Information Rights Agreement provides CBI with the right to receive the Issuer’s annual and quarterly financial statements, auditor consent letters and valuation reports, and other information reasonably required by CBI to enable it to prepare its financial statements. The Information Rights Agreement also requires the Issuer to provide CBI with information material to the Issuer and mandated to be disclosed by the requirements applicable to CBI, as well as certain other material information of the Issuer. The Information Rights Agreement contains customary confidentiality provisions and terminates when CBI, and any company that controls CBI, is no longer required to issue public reports relating to the Issuer pursuant to the Israeli Securities Law or the Exchange Act.

The foregoing description of the Information Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Information Rights Agreement, which is filed as an exhibit and incorporated herein by reference.

Lock Up Agreement

In January 2019, CBI signed a lock-up letter agreement (the “Lock-Up Agreement”), under which it agreed, subject to certain exceptions, that, without the prior written waiver of Oppenheimer & Co., it will not, during the period ending 180 days after the date on which the underwriting agreement is entered into, offer, sell, assign, contract to sell, pledge, grant any option to purchase or otherwise dispose of any Ordinary Shares or ADSs, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Ordinary Shares or ADSs held by or acquired by CBI, or that may be deemed to be beneficially owned by CBI, or demand for, or exercise any rights with respect to, the registration of any Ordinary Shares or ADSs or related securities.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreement, which is filed as an exhibit and incorporated herein by reference.

Warrant Agreement

In connection with the June 2018 offering pursuant to the Purchase Agreement, CBI entered into a warrant agreement, dated June 20, 2018, with the Issuer (the “Warrant Agreement”), pursuant to which CBI acquired the initial right to purchase 1,041,185 Ordinary Shares at a price of NIS 16.20 per share. As a result of the Issuer’s initial public offering of ADSs, CBI’s warrant will be adjusted to provide for the purchase of an additional 1,355,311 Ordinary Shares from the Issuer and the exercise price of CBI’s warrant to purchase Ordinary Shares will be reduced to $1.932 per share. CBI may elect to exercise its warrant in whole or in part and from time to time at any time until June 29, 2023, in cash or on a net issuance basis, in an amount equal to the aggregate exercise price for the Ordinary Shares being acquired upon exercise. The number of Ordinary Shares purchasable upon exercise of the warrant and the exercise price is subject to further adjustments, as set forth in the Warrant Agreement. The warrant is transferable only to certain permitted transferees of CBI.

The foregoing description of the Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the Warrant Agreement, which is filed as an exhibit and incorporated herein by reference.

Investors’ Rights Agreement

CBI is a party to an investors’ rights agreement, dated June 29, 2018, with the Issuer (the “Investors’ Rights Agreement”). The Investors’ Rights Agreement provides that under certain circumstances, certain holders of the Ordinary Shares, including CBI, have the right to demand that the Issuer file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), providing for the resale by such holders (and their permitted transferees) of Ordinary Shares acquired under the Purchase Agreement, Ordinary Shares issued upon the exercise of any warrant granted in connection with the closing of the offering pursuant to the Purchase Agreement, and Ordinary Shares issued as a dividend, upon any stock split or other distribution, or in exchange for or in replacement of such shares (collectively, the “Registrable Securities”), or request that their Registrable Securities be covered by a registration statement that the Issuer is otherwise filing. CBI’s registration rights under the Investors’ Rights Agreement will terminate when all of CBI’s Registrable Securities could be sold without restriction pursuant to Rule 144 under the Securities Act.

The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Investors’ Rights Agreement, which is filed as an exhibit and incorporated herein by reference.

Item 7 Materials to Be Filed as Exhibits

Exhibit	Description
99.1	Information Rights Agreement, dated as of December 19, 2018, by and between Anchiano Therapeutics Ltd. and Clal Biotechnology Industries Ltd. (incorporated herein by reference to Exhibit 10.10 to the registration statement on Form F-1 (file number 333-229155) filed with the Securities and Exchange Commission on January 7, 2019, by Anchiano Therapeutics Ltd.).
99.2	Form of Lock-up Letter Agreement, by and between Clal Biotechnology Industries Ltd. and Oppenheimer & Co. (incorporated herein by reference to Exhibit A to Exhibit 1.1 to the Form 6-K (file number 001-38807) filed with the Securities and Exchange Commission on February 14, 2019, by Anchiano Therapeutics Ltd.)
99.3	Warrant Agreement, dated as of June 20, 2018, by and between BioCancell Ltd. and Clal Biotechnology Industries Ltd.
99.4	Investors’ Rights Agreement, dated as of June 29, 2018, by and between Anchiano Therapeutics Ltd. and each of the entities and individuals named therein
99.5	Joint Filing Agreement, dated as of February 21, 2019.
99.6	Limited Power of Attorney.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 21, 2019

ACCESS INDUSTRIES HOLDINGS LLC	/s/ Alejandro Moreno
	Alejandro Moreno

ACCESS INDUSTRIES MANAGEMENT, LLC	/s/ Alejandro Moreno
	Alejandro Moreno

ACCESS INDUSTRIES, LLC	/s/ Alejandro Moreno
	Alejandro Moreno

CLAL BIOTECHNOLOGY INDUSTRIES LTD.	/s/ Ofer Gonen
	Ofer Gonen
	/s/ Assaf Segal
	Assaf Segal
	*
	Len Blavatnik

* The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.

By:	/s/ Alejandro Moreno
	Name: Alejandro Moreno
	Attorney-in-Fact

Annex A

Directors and Officers of Clal Biotechnology Industries Ltd.

Name	Principal Business/ Occupation	Citizenship
Ofer Gonen	Chief Executive Officer of CBI	Israel
Assaf Segal	Chief Financial Officer of CBI	Israel
Avi Fischer	Chairman of CBI; Chairman and Chief Executive Officer of Clal Industries Ltd., the controlling shareholder of CBI; Chairman of Claltech Investments (2016) LLP; Chairman of Mashav Initiating and Development Ltd.; Chairman of Nesher Ltd.; Chairman of Clal Sun Ltd.	Israel
Yuval Yanai	Consulting and accompanying medical firms at Yuval Yanai Consulting and Management Ltd.	Israel
Prof. Gabi Barbash	Chairman of Nara Medical Center Ltd.; Chief Executive of Consilium Isreal; Director, Bench to Bedside program, Weizmann Institute of Science, Israel	Israel
Isaac Kohlberg	Senior Associate Provost Chief Technology Development Officer, Harvard University USA	Israel and United States of America
Shmuel Rubinstein	Director of several private and public companies; Consultant for BDO Ziv Haft’s High-Tech Division; Consultant for Sol-Gel Technologies Ltd.	Israel
Sigalia Heifetz	Business consultant	Israel
Nufar Malovani	Vice President, General Counsel, Corporate Secretary and Human Resources Manager at Clal Industries Ltd.	Israel
Tomer Babai	Senior analyst at Clal Industries Ltd.; Vice President Israel and United States of America of Claltech Investments (2016) LLP

The address for each director and officer is c/o Clal Biotechnology Industries Ltd., 3 Azrieli Center Triangle Tower, 45 Floor, 132 Menachem Begin St. Tel Aviv 6702301, Israel.

EX-99.3

Exhibit 99.3

BIOCANCELL LTD.

WARRANT

To purchase

1,041,185 Ordinary Shares (as defined below) (subject to adjustment hereunder) of

BioCanCell Ltd. (the “ Company”)

subject to the terms detailed below

VOID AFTER 20:00 local Israel time

on the last day of the Warrant Period (as defined below)

THIS IS TO CERTIFY THAT Clal Biotechnology Industries Ltd. (the “Holder”), is entitled to purchase from the Company, during the Warrant Period, an aggregate of up to 1,041,185 Ordinary Shares of the Company, no par value per share (the “Ordinary Shares”), as may be adjusted hereunder, at a price per share (on a post-Reverse Split basis) of NIS 16.20, as may be adjusted hereunder (the “Exercise Price”).

Unless otherwise is specifically set forth herein, each capitalized term used but not defined herein shall have the meaning ascribed to it in that certain Securities Purchase Agreement dated effective as of March 29, 2018 (the “SPA”), by and among the Company and the Investors.

1. EXERCISE OF WARRANT

1.1. Number of Warrant Shares. As of the Closing, this Warrant may be exercised into 1,041,185 Ordinary Shares (the “Warrant Shares”); provided however that the number of Warrant Shares shall be subject to adjustment in accordance with the provisions hereof (including but not limited to Sections 1.2 and 4) and the provisions of the SPA.

1.2. Exercise Price; Increase of Warrant Shares; Adjustments Following Exercise. Without derogating from, and in addition to, any other provision hereof (including but not limited to Section 4), the Exercise Price and the number of Warrant Shares shall be adjusted as follows:

1.2.1. In General. As of the Closing, the Exercise Price shall be NIS 16.20; provided however that, upon each Issuance which implicates the Price Protection Rights pursuant to Section 6 of the SPA (which is incorporated herein by reference, in its entirety), the Exercise Price shall be reduced (and in no event increased) to equal 120% times the Adjusted PPS. Payments shall be made in New Israeli Shekels or United States Dollars. If made in United States Dollars, conversion shall be calculated on the basis of the representative rate of exchange last published by the Bank of Israel prior to the transfer.

1.2.2. Increase of Warrant Shares. Upon each reduction of the Exercise Price, the number of Warrant Shares shall be correspondingly increased, with the intent that,

as a result of such adjustments, the aggregate exercise price of this Warrant (the “Aggregate Exercise Price”) shall remain the same; provided however that, in the event that the Investors are required to pay Additional Consideration for Additional Investors Shares issued as a result of an Issuance, then the foregoing notwithstanding, the Aggregate Exercise Price of all Warrants issued to the Investors, including the Holder, shall be proportionately increased, and the number of Warrant Shares hereunder shall be further increased correspondingly.

1.2.3. Adjustments Following Exercise. If, prior to an Issuance, the Warrant (or any portion thereof) had already been exercised into Warrant Shares that are still then held by the Holder, then upon such Issuance, the Company shall issue to the Holder the number of Additional Warrant Shares, solely with respect to the Warrant Shares still then held by the Holder, as shall be computed pursuant to Section 6 of the SPA. For the avoidance of doubt, the foregoing provision shall apply, even following the exercise of this Warrant in full, notwithstanding the surrender of this Warrant thereupon, to all outstanding Warrant Shares, as shall be computed pursuant to Section 6 of the SPA. If this Warrant is required to terminate as a condition of a transaction that constitutes an Issuance, and this Warrant is exercised (or is deemed to be exercised) immediately prior to an Issuance, then the number of Warrant Shares to be issued upon such exercise shall be that number which would have been issued had the Warrant (anything else notwithstanding) remained outstanding at the time of the Issuance and then been fully exercised immediately following such Issuance.

1.2.4. Notwithstanding anything to the contrary contained herein, the provisions of this Section 1.2 shall survive the expiration of the Warrant Period with respect to any Warrant Shares exercised prior to such expiration.

1.2.5. TASE and ISA Limiting Rule. Anything else herein notwithstanding, (a) the Holder acknowledges that the Company’s implementation of the Price Protection Rights in the manner provided under this Section 1.2 is subject to the TASE and ISA rules and regulations and (b) the foregoing notwithstanding, the Company undertakes that, in the event that TASE and/or ISA, by notice in writing to the Company prohibits or otherwise prevents the Company from implementing the Price Protection Rights in the manner provided under this Section 1.2 (each, a “Limiting Rule”), then the Company will take, as of the consummation of the relevant Issuance, (i) all actions required to implement the Price Protection Rights under Section 1.2, to the extent not prohibited or prevented by the Limiting Rule and (ii) all other actions required to put the Holder in substantially the same economic position it otherwise would have been in, had such Limiting Rule not been in effect (no less and no more than to the extent to which is permitted by such Limiting Rule).

1.3. Warrant Period. This Warrant may be exercised, subject to the terms and conditions hereof, in whole or in part, at one time or from time to time during the period commencing upon the Closing until the 4^th anniversary of the Closing; provided, however, that if no Qualified IPO has occurred by December 31, 2018, then such period shall terminate upon the 5^th anniversary of the Closing. The above period shall be referred to herein as the “Warrant Period”.

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1.4. Exercise for Cash. The Holder may elect to exercise this Warrant in whole or in part and from time to time during the Warrant Period, by presentation and surrender thereof to the Company at its principal office or at such other office or agency as it may designate from time to time, accompanied by:

1.4.1. A duly executed notice of exercise, in the form attached hereto as Schedule 1.4.1 (the “Exercise Notice”); and

1.4.2. Payment to the Company, for the account of the Company, of the aggregate Exercise Price for the Warrant Shares being acquired upon such exercise, payable in immediately available funds by wire transfer to the Company’s bank account.

1.5. Exercise on Net Issuance Basis. In lieu of exercise pursuant to Section 1.4 above, the Holder may elect to convert this Warrant into the number of Warrant Shares calculated pursuant to the formula below, by presentation and surrender thereof to the Company at its principal office or at such other office or agency it may designate from time to time, accompanied by a duly executed notice of cashless exercise, in the form attached hereto as Schedule 1.5 (the “Net Issuance Notice”):

X	=	Y*(A -B)
		A

Where:

X =    the number of Warrant Shares to be issued to the Holder;

Y =    the number of Warrant Shares purchasable upon exercise of this Warrant, pursuant to Section 1.4 (or such lesser number of shares as Holder may designate in case of a partial exercise of this Warrant);

A =    the fair market value of one Warrant Share at the time the net issuance election under this Section 1.5 is made; and

B =    the sum of (i) Exercise Price per Warrant Share plus (ii) if any, the Additional Consideration per Warrant Share pursuant to SPA Section 6.3.

For purposes hereof, the “fair market value” of one (1) Warrant Share as of a particular date shall be: (a) if applicable, the average of the closing bid and ask prices of Warrant Shares (or of any securities into which the Warrant Shares have been converted in accordance with the Company’s organizational documents and applicable law) quoted in the over-the-counter market summary or the closing price quoted on any exchange on which the Warrant Share (or any securities into which the Warrant Shares have been

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converted in accordance with the Company’s organizational documents and applicable law) is listed, whichever is applicable, for the five (5) trading days immediately prior to but not including the date of the submission of the Exercise Notice to the Company; for the avoidance of doubt, as and from the IPO (as defined in the SPA), the applicable stock market for this clause (a) shall be the market on which the IPO was consummated; (b) if the exercise pursuant to this Section 1.5 is as of immediately prior to and (in accordance with Section 1.10) subject to the consummation of a Deemed Liquidation (or other similar corporate transaction), then the fair market value of one (1) Warrant Share (or of any securities into which the Warrant Shares have been converted in accordance with the Company’s governing documents, this Warrant, and applicable law) shall be the price per share of Company shares reflected by the valuation attributed to the Company in such transaction, as set forth in Section 6.5 of the SPA (for the avoidance of doubt, such fair market value calculation shall be in addition to, and not in lieu of, any adjustment provisions implicated by the Deemed Liquidation); provided that in the event that some or all of the consideration in the transaction is not in cash, then the applicable fair market value of the non-cash consideration shall be determined by the Board; (c) if the exercise pursuant to this Section 1.5 is immediately prior to and (in accordance with Section 1.10) subject to the closing of an IPO of the Company or of a corporate successor of the Company’s equity interests, then the public offering price (before deduction of discounts, commissions or expenses) in such offering; or (d) if the Company’s shares are not publicly traded or registered on any stock exchange at the time of exercise and clauses (b) and (c) are not applicable, then as determined by an independent, third party appraiser.

For the avoidance of doubt, the Holder may effect partial exercise(s) of this Warrant pursuant to this Section 1.5. Any exercise under this Section 1.5 shall, for the avoidance of doubt, be for no further consideration by the Holder, except, if applicable, as may be required under the TASE rules and regulations.

1.6. Issuance of Warrant Shares; Registration. No later than seven (7) days after (I) the presentation and surrender of this Warrant, accompanied by (a) the duly executed Exercise Notice and the payment of the applicable aggregate Exercise Price pursuant to Section 1.4 above; or (b) the duly executed Net Issuance Notice pursuant to Section 1.5 above and the payment of any Additional Consideration for the Warrant Shares, if required under the TASE rules and regulations (if applicable), as the case may be, or (II) the occurrence of an Issuance or other event pursuant to which Warrant Shares are to be issued to the Holder hereunder (subject to the receipt of Regulatory Approvals), the Company will allot to the Holder the appropriate number of Warrant Shares, free and clear of all third-party rights and/or Liens, and will take all actions required so that, thereupon, all such Warrant Shares will be registered on the TASE and on any other stock exchange on which the Company’s shares are then listed, including but not limited to submitting any additional Regulatory Notices, obtaining any additional Regulatory Approvals and (if any) Corporate Approvals, and issuing any additional Registration Documents to the Registration Company (with copies to the Holder). Upon such issuance, the Company shall deliver to the Holder a written confirmation with respect to such issuance.

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1.7. Fractional Shares. No fractions of Warrant Shares shall be issued in connection with the exercise of this Warrant, and the number of shares issued shall be rounded to the nearest whole number.

1.8. Loss or Destruction of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonable expense reimbursement and indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date.

1.9. Partial Exercise; Effective Date of Exercise. In case of any partial exercise of this Warrant, the Company shall cancel this Warrant upon surrender hereof and shall execute and deliver a new Warrant of like tenor and date for the balance of the Warrant Shares purchasable hereunder. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above provided however it was accompanied by all required documents and payments as set forth in 1.6 above. The person entitled to receive the Warrant Shares shall be treated for all purposes as the holder of record of such shares as of the close of trading on TASE on the date that the Holder is deemed to have exercised this Warrant.

1.10. Conditional Exercise. If this Warrant is exercised in the context of an IPO or Deemed Liquidation or similar transaction, as specified by the Holder in its Notice of Exercise, then such exercise shall be deemed conditional on the closing of such transaction, and for the avoidance of doubt, if such transaction does not close, then this Warrant shall not be considered exercised at such time (unless the Holder explicitly notifies the Company otherwise).

1.11. Prohibition on Exercise. This Warrant may not be exercised on the record date for distribution of bonus shares, for a rights offering, for a distribution of dividends, for a share capital consolidation, division or reduction (each a “Company Event”), unless then allowed by the TASE, or if the Shares are no longer listed on TASE. In addition, in the event the ex-date for a Company Event occurs prior to the record date of a Company Event, this Warrant may not be exercised on such ex-date. It is agreed that in the event the last day of the Warrant Period is a day on which the Warrant may not be exercised, the Warrant Period will be extended until the end of the first business day following the termination of the Warrant Period.

2. TAXES

2.1. Acknowledgement. The Holder acknowledges that the grant of the Warrant, the issue of the Warrant Shares and the execution and/or performance of this Warrant may have tax consequences to the Holder.

2.2. Tax Payments. The Company shall not pay any taxes payable by the Holder by virtue of the holding, issuance, exercise or sale of this Warrant or the Warrant Shares by the Holder, which shall be the obligation of the Holder, but shall pay all of the other applicable taxes and other charges payable by the Company, if any, in connection with the issuance of the Warrant Shares and the registration thereof pursuant to Section 1.6.

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2.3. Withholding Tax. The Company shall withhold taxes, if and as required according to the requirements under the applicable laws, rules, and regulations for withholding taxes at source, provided that the Company shall inform the Warrant Holder of such withholding requirement at least five (5) business days prior to such anticipated withholding, so as to allow the Holder to obtain and provide the Company with an appropriate certificate of exemption from the Israel Tax Authority, if available, and no withholding shall be made if an exemption is obtained and delivered to the Company, in a form reasonably acceptable to the Company.

3. RESERVATION OF SHARES; PRESERVATION OF RIGHTS OF HOLDER

3.1. Reservation of Shares. The Company hereby agrees that, at all times prior to the expiration or exercise of this Warrant, it will maintain and reserve, free from pre-emptive or similar rights, such number of authorized but unissued Ordinary Shares, so that this Warrant may be exercised without additional authorization of shares.

3.2. Preservation of Rights. Without derogating from the provisions of Section 8.1 below, the Company will not, by amendment of its organizational documents or through reorganization, recapitalization, consolidation, merger, dissolution, transfer of assets, issue or sale of securities or any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations, conditions or teams to be observed or performed hereunder, but will at all times in good faith assist in the carrying out of all the provisions hereof and in the taking of all such actions and making all such adjustments as may be necessary or appropriate in order to fulfill the provisions hereof.

4. ADJUSTMENT

4.1. In addition to, and without derogating from, the other provisions hereof and the SPA, including the Price Protection Rights included therein, the number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to further adjustment from time to time or upon exercise, as follows:

4.1.1. Bonus Shares. In the event that prior to the exercise of the Warrant in full the Company shall declare or distribute to all of its shareholders bonus shares or other securities or non-cash property (except for any securities distributed as dividends) (in this Section, “bonus shares”), then this Warrant shall represent the right to acquire, without payment of any additional consideration therefor, and in addition to the number of Warrant Shares into which it was exercisable as of immediately prior to such event, the amount of such bonus shares to which the Holder would have been entitled had this Warrant been exercised prior to the issuance of the bonus shares. Prior to the trade opening on the ex-bonus shares date, the Company shall publish an immediate report on the TASE site, of the adjustment ratio.

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4.1.2. Consolidation and Division. In the event that prior to the exercise of the Warrant in full the Company consolidates its share capital into shares of greater par value, or subdivides them into shares of lesser par value, then the number of Warrant Shares to be allotted on exercise of this Warrant after such consolidation or subdivision shall be reduced or increased accordingly, as the case may be, and in each case the Exercise Price shall be adjusted appropriately such that the aggregate consideration hereunder to the Company shall not change.

4.1.3. Capital Reorganization. In the event that prior to the exercise of the Warrant in full a reorganization of the share capital of the Company is effected (other than as provided for elsewhere in this Section 4), including any recapitalization, reclassification or similar event resulting in a change of the Ordinary Shares into a different number of shares of the same class or any other class or classes of shares, then, as part of such transaction, provision shall be made so that the Holder shall be entitled to purchase, upon exercise of this Warrant, such kind and number of shares or other securities of the Company to which the Holder would have been entitled had this Warrant been exercised immediately prior to such transaction. In such case the Exercise Price shall be adjusted appropriately such that the aggregate consideration hereunder to the Company shall not change.

4.1.4. Adjustment for Rights Offering. In the event that the Company makes a rights offering, or fixes a record date for the determination of holders of shares entitled to receive rights to purchase Ordinary Shares upon any rights offering by the Company, prior to the exercise of the Warrant in full, the number of Warrant Shares issuable upon exercise of the Warrant shall be increased to the bonus component in the rights offering as being expressed by a fraction, (x) the numerator of which shall be the closing price of the Ordinary Shares as published by TASE on the last trading day immediately prior to the ex-rights date and (y) the denominator of which shall be the ex-rights base price per share as shall be published by TASE. Prior to the trade opening on the ex-rights date, the Company shall publish an immediate report on the TASE site, of the adjustment ratio.

4.1.5. Adjustment for Dividends. In any event of the payment of a cash dividend by the Company to the holders of its ordinary shares, prior to the exercise of the Warrant in full, then on the ex-dividend date as determined by the TASE, the Exercise Price shall be reduced by the amount of the dividend paid in respect of each share of the Company.

4.1.6. Adjustment for Merger Event. Without derogating from any other provision hereof, in the event there shall be a Merger Event (as defined below) during the Warrant Period, then as a part of such Merger Event, appropriate compensation (as determined in good faith by the Company’s Board of Directors with respect to all outstanding options and warrants issued by the Company) shall be made to

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each Holder, at the time of the Merger Event, in consideration that the provisions of the Warrant (including the Price Protection Rights and other rights to adjustments of the Exercise Price and/or number of Warrant Shares purchasable) shall fully terminate upon the Merger Event. For the avoidance of doubt, but without derogating from the foregoing, it is acknowledged that upon the closing of the Merger Event, the successor or surviving entity shall not assume any obligations under this Warrant. For the purposes hereof, a “Merger Event” means a merger (i) in which the shareholders of the Company do not maintain voting control in the surviving entity, or (ii) in which the Company’s outstanding Ordinary Shares are otherwise converted into or exchanged for shares of capital of another entity, in each case (i) and (ii) as a result of which the holders of the Company’s Ordinary Shares have received equity in a private corporation in consideration for the merger.

4.2. Certificate of Adjustment. Whenever an adjustment is effected under this Warrant, the Company shall, within seven (7) days, compute such adjustment and deliver to the Holder a certificate setting forth the number of Warrant Shares (or any other securities) for which this Warrant is exercisable and the Exercise Price and the Aggregate Exercise Price as a result of such adjustment, a brief statement of the facts requiring such adjustment and the computation thereof and when such adjustment has or will become effective.

4.3. Parallel Adjustments. For the avoidance of any doubt, it is the intention of the parties that any adjustments made to the exercise price and the number of warrant shares purchasable pursuant to the warrants granted by the Company to the Investors under the SPA, shall also be made to the Exercise Price, the Aggregate Exercise Price, and the number of Warrant Shares purchasable hereunder even if the Holder did not actually invest funds under the SPA.

5. RIGHTS OF THE HOLDER

5.1. No Current Rights as Shareholder. This Warrant shall not entitle the Holder, by virtue hereof, to any voting rights or other rights as a shareholder of the Company, except for the rights expressly set forth herein.

5.2. Registration Rights. All Warrant Shares which are, at any time, issuable upon exercise of this Warrant, shall be “Registrable Securities” pursuant to the Investors’ Rights Agreement, and the Holder shall be entitled, subject to the terms and conditions of the Investors’ Rights Agreement, as an Investor thereunder, to all registration rights granted to holders of Registrable Securities thereunder.

5.3. Restrictions. The Holder acknowledges that it is familiar with the provisions of the Israeli Securities Law 5728-1968, including Section 15C thereof, and is committed to act in accordance with such provisions, regarding restrictions on reselling the Warrant Shares. In the event of an IPO, any “lock-up” restrictions applicable to this Warrant and/or the Warrant Shares which may be acquired hereunder, shall terminate no later than upon the end of the “lock-up” period applicable to the Investors Shares in such IPO.

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6. REPRESENTATIONS OF THE COMPANY

The Company represents and warrants to the Holder as follows: (i) this Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms; (ii) the Warrant Shares are duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and not subject to any third-party rights and/or Liens; and (iii) the execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon exercise of this Warrant and/or adjustments hereunder in accordance with the terms hereof will not, be inconsistent with the Company’s governing documents, do not and will not conflict with or contravene, and will be issued in compliance with all applicable laws, and do not and will not conflict with or contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any government authority or agency or other person, other than filings with, and consents from, the ISA and TASE.

7. MISCELLANEOUS

7.1. Entire Agreement; Amendment. This Warrant and the provisions of the SPA relating hereto set forth the entire understanding of the parties with respect to the subject matter hereof and supersede all existing agreements among them concerning such subject matter. All section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provision of this Warrant. No modification or amendment of this Warrant will be valid unless executed in writing by the Company and the Holder; provided however that in the event that the Majority Investors agree with the Company to make an amendment which will apply to the Warrants granted pursuant to the SPA, then this Warrant shall be amended in accordance with such amendment, without the need for further action or approval on the part of the Holder.

7.2. Waiver. No failure or delay on the part of any of the parties in exercising any right, power or privilege hereunder and/or under any applicable laws or the exercise of such right or power in a manner inconsistent with the provisions of this Warrant or applicable law shall operate as a waiver thereof. Any waiver must be evidenced in writing signed by the party against whom the waiver is sought to be enforced.

7.3. Successors and Assigns. Except as otherwise expressly limited herein, this Warrant shall inure to the benefit of, be binding upon, and be enforceable by the Holder and its respective successors, and administrators.

7.4. Assignment. This Warrant and all rights hereunder are transferable by the Holder, subject to compliance with applicable securities laws, solely to the Holder’s Permitted

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Transferees. Within a reasonable time after the Company’s receipt of an executed Assignment Form in the form attached hereto as Schedule 7.4, the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices. In the event of a transfer hereunder which is only a partial transfer hereof, the Company shall issue to the holders one or more appropriate new warrants in accordance with the provisions of Section 1.9.

7.5. Governing Law. This Warrant shall be exclusively governed and construed in accordance with the laws of the State of Israel, without regard to conflicts of laws provisions thereof.

7.6. Jurisdiction. The competent courts in Tel Aviv shall have sole and exclusive jurisdiction over all matters relating to this Warrant.

7.7. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by facsimile or email with confirmation of transmission if sent during normal business hours of the recipient, if not, then on the next business day; (c) ten (10) days after having been sent by registered mail, return receipt requested, postage prepaid; or (d) two business days after deposit with an internationally-recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent out as set forth in the Investors’ Rights Agreement or as otherwise notified by the parties in writing.

7.8. Severability. In the event one or more of the provisions of this Warrant should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Warrant, which shall remain enforceable, to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Warrant (including, without limitation, the portion of this Warrant containing any provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

7.9. Counterparts. This Warrant may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7.10. Titles and Subtitles. The titles of the sections and subsections of this Warrant are for convenience of reference only and are not to be considered in construing this Warrant.

7.11. Preamble. The preamble hereto is an integral part hereof.

[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, BioCanCell Ltd. has caused this Warrant to be executed by its officer thereunto duly authorized.

Dated: June 20, 2018	BIOCANCELL LTD.
	By (sign name): /s/ Frank Haluska; /s/ Jonathan Burgin
	Print Name: Frank Haluska; Jonathan Burgin
	Title: CEO; CFO

AGREED AND ACCEPTED:

CLAL BIOTECHNOLOGY INDUSTRIES LTD.

By (sign name): /s/ Ofer Gonen; /s/ Assaf Segal    

Print Name: Ofer Gonen; Assaf Segal        

Title: CEO; CFO                                         

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Schedule 1.4.1

Exercise Notice

Date:____________

To:    BioCanCell Ltd. (the “Company”)

The undersigned, pursuant to the provisions set forth in the Warrant to which this Exercise Notice is attached (the “Warrant”), hereby elects to purchase _________ Ordinary Shares of the Company pursuant to Section 1.4 of the Warrant, and herewith makes payment of ___________________, representing the full Exercise Price for such shares in accordance with the Warrant.

Please allot to the undersigned such number of Warrant Shares and take all actions required so that all such Warrant Shares will be registered on the TASE and/or, at the request of the Holder, on any other stock exchange on which the Company’s shares are listed, including but not limited to submitting any additional Regulatory Notices, obtaining any additional Regulatory Approvals and Corporate Approvals, and issuing any additional Registration Documents to the Registration Company (with copies to the Holder). Please also deliver to the undersigned a compliance certificate substantially in the form to be delivered under the SPA at the Closing pursuant to Section 2.2(a) thereof, with respect to such issuance and such Warrant Shares.

Further, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, then please also issue a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant in the name of the undersigned or as otherwise indicated below and deliver it to the address stated below:

Name:

Address:

ID / Social Security No./ company number:

If this Warrant is being exercised in the context of an IPO or Deemed Liquidation or similar transaction, then such exercise shall be deemed conditional on the closing of such transaction in accordance with Section 1.10.

Signature:                                                  

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Schedule 1.5

Net Issuance Notice

Date:____________

To:    BioCanCell Ltd. (the “Company”)

The undersigned, pursuant to the provisions set forth in the Warrant to which this Exercise Notice is attached (the “Warrant”), hereby elects to exercise the Warrant, for no additional consideration, for the purchase of ____________ Ordinary Shares of the Company, pursuant to the provisions of Section 1.5 of the Warrant (net issuance).

Please allot to the undersigned such number of Warrant Shares and take all actions required so that all such Warrant Shares will be registered on the TASE and/or, at the request of the Holder, on any other stock exchange on which the Company’s shares are listed, including but not limited to submitting any additional Regulatory Notices, obtaining any additional Regulatory Approvals and Corporate Approvals, and issuing any additional Registration Documents to the Registration Company (with copies to the Holder). Please also deliver to the undersigned a compliance certificate, substantially in the form to be delivered under the SPA at the Closing pursuant to Section 2.2(a) thereof, with respect to such issuance and such Warrant Shares.

Further, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant upon a net issuance, then please also issue a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant in the name of the undersigned or as otherwise indicated below and deliver it to the address stated below:

Name:

Address:

ID / Social Security No./ company number:

If this Warrant is being exercised in the context of an IPO or Deemed Liquidation or similar transaction, then such exercise shall be deemed conditional on the closing of such transaction in accordance with Section 1.10.

Signature:                                                  

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Schedule 7.4

Assignment Form

(To assign the foregoing Warrant to purchase shares of BioCanCell Ltd., execute this form and

supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant, evincing the right to purchase ____________ Ordinary Shares of BioCanCell Ltd., and all rights evidenced thereby are hereby assigned by the undersigned Holder to the undersigned Transferee, who is a Permitted Transferee of the Holder, who will assume all obligations of the Holder under the Warrant and under the SPA and all of the schedules and exhibits attached thereto and contemplated thereby:

Dated:                                              

Holder

Name:

Title:

Address:

Transferee

Name:

Title:

Address:

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EX-99.4

Exhibit 99.4

INVESTORS’ RIGHTS AGREEMENT

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 29th day of June, 2018, by and among BioCanCell Ltd., a company organized under the laws of the State of Israel (the “Company”) and each of the entities and individuals identified in Schedule 1 hereto (the “Investors”).

RECITALS

WHEREAS, the Company is a public company organized under the laws of the State of Israel registered under number 514672625, whose securities are registered for trading on the Tel Aviv Stock Exchange (the “TASE”);

WHEREAS, the Company and the Investors are parties to the Securities Purchase Agreement dated effective as of March 29, 2018 (the “Purchase Agreement”).

NOW, THEREFORE, the parties hereby agree as follows:

1.    Definitions. For purposes of this Agreement:

1.1    “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares a management company with, such Person, and, except for purposes of Section 3.4, including any Permitted Transferee thereof (as defined in the Purchase Agreement).

1.2    “Amended AOA” means the Company’s Amended and Restated Articles of Association, as defined in, and adopted in conjunction with the closing under, the Purchase Agreement, as may be lawfully amended from time to time in accordance with its terms and applicable law.

1.3    “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

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1.4    “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.5    “Form F-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.6    “Form F-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed or to be filed in the future by the Company with the SEC.

1.7    “IFRS” means International Financial Reporting Standards.

1.8    “Holder” means any holder of Registrable Securities who is a party to this Agreement.

1.9    “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

1.10    “IPO” means the Company’s first underwritten public offering of its Ordinary Shares under the Securities Act.

1.11    “Majority Investors” shall have the meaning ascribed to it in the Purchase Agreement.

1.12    “Ordinary Shares” means the Ordinary Shares of the Company, no par value per share.¹

1.13    “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

1.14    “Registrable Securities” means (i) the Ordinary Shares issued to the Investors under the Purchase Agreement and which are then still held by the Investors or their Permitted Transferees; (ii) any Ordinary Shares issued or issuable to the Investors or their Permitted Transferees upon exercise of the Warrants and which are then still held by the Investors or their Permitted Transferees; and (iii) any Ordinary Shares issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is

¹  [Note to form of IRA: In the event that the Ordinary Shares still have a par value at the time this agreement is signed, the par value will be inserted here.]

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issued as) a dividend, upon any stock split or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above and which are then still held by the Investors or their Permitted Transferees (including, for the avoidance of doubt, pursuant to Price Protection Rights (as such capitalized term is defined in the Purchase Agreement)).

1.15    “Registrable Securities then outstanding”, or similar term, means the number of shares equal to the sum of the outstanding Ordinary Shares that are Registrable Securities and the number of Ordinary Shares issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

1.16    “Restricted Securities” means the securities of the Company required to be notated with the legend set forth in Subsection Error! Reference source not found. hereof.

1.17    “SEC” means the Securities and Exchange Commission.

1.18    “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.19    “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

1.20    “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.21    “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.

1.22    “Warrant Shares” means the Ordinary Shares issued or issuable upon exercise of the warrants granted by the Company to the Investors at the Closing, as detailed on the Capitalization Table attached as Exhibit B to the Purchase Agreement, which are then still held by the Investors or their Permitted Transferees (the “Warrants”).

2.    Registration Rights. The Company covenants and agrees as follows:

2.1    Demand Registration.

(a)    Form F-1 Demand. If at any time after one hundred eighty (180) days following the effective date of the registration statement for the IPO the Company receives a request from the Majority Investors that the Company file a Form F-1 registration statement with respect to Registrable Securities of such Holders having

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an anticipated aggregate public offering price (net of underwriting discounts and commissions) of at least four million dollars ($4,000,000), then the Company shall (x) within fourteen (14) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders, and (y) as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form F-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holder, as specified by notice given by each such Holder to the Company within twenty one (21) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c), 2.1(d) and 2.3.

(b)    Form F-3 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from the Majority Investors that the Company file a Form F-3 registration statement with respect to Registrable Securities of such Holders having an anticipated aggregate public offering price (net of underwriting discounts and commissions) of at least $1,000,000, then the Company shall (i) within fourteen (14) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file a Form F-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within fourteen (14) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c), 2.1(d) and 2.3.

(c)    Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement either to become effective or to remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing (and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly), for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period.

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(d)    The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a): (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred and eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities, all of which may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is forty five (45) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; (ii) if the Company has effected two registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request; (iii) if Form F-3 is not available for such offering by the Holders; or (iv) in any jurisdiction in which the Company would be required to qualify to do business or execute a general consent of service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d).

2.2    Company Registration. If the Company proposes to register (including, for this purpose, any registration effected by the Company on Form F-1, any registration effected by the Company for any shareholder(s) other than the Holders, and any registration on Form F-3 in which shares of any shareholder will be registered, but not including a registration relating to employee benefit plans or relating to corporate reorganization, or other transactions on Forms F-4 or any successor form, or a registration on any registration form that does not permit secondary sales or does not include substantially the same information statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of

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Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration; the expenses of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

2.3    Underwriting Requirements.

(a)    If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Majority Investors, and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter advises the Initiating Holders and/or the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Company shall advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated pro rata to the respective number of Registrable Securities required by the Holders thereof to be included in the registration; provided, however, that in any event all Registrable Securities requested to be registered must be included in such registration prior to any other shares of the Company or its shareholders of shares which are not “Registrable Securities” under this Agreement.

(b)    In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2 (Company Registration), the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their reasonable discretion determine will not jeopardize the success of the offering by the Company. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated as follows: first, all the securities to be included by the Company, second, to the extent possible, the Registrable Securities, pro rata to the respective number of

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Registrable Securities required by the Holders thereof to be included in the registration); third, to the extent possible, other shares (pro rata to the respective number of such shares requested by the holders thereof to be included in the registration). Notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other shareholders’ securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, any selling Holder’s holdings shall be aggregated with the holdings of its Permitted Transferees, which shall be deemed to be a single “selling Holder”, and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

(c)    For purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

2.4    Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a)    prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form F-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

(b)    prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

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(c)    furnish to the selling Holders such number of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d)    use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities and/or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e)    in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

(f)    use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g)    provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h)    furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to Section 2, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities, and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;

(i)    notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared

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effective or a supplement to any prospectus forming a part of such registration statement has been filed, or the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and

(j)    after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

2.5    Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6    Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Majority Investors (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Majority Investors agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one of their registrations pursuant to Subsection 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

2.7    Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

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2.8    Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:

(a)    To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and shareholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act (collectively, “Holder Indemnitees”), against any Damages, and the Company will pay to each such Holder Indemnitee any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement or alleged untrue statement or omission made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of the Holder Indemnitees, if a copy of the final prospectus was furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld or delayed, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b)    To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or

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proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld or delayed; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

(c)    Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall only relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8 to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8.

(d)    To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any

11

other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

(e)    Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

(f)    Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

2.9    Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form F-3, the Company shall:

(a)    make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

(b)    file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c)    furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC

12

Rule 144 (at any time after it has become subject to such reporting requirements), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form F-3 (at any time after the Company so qualifies to use such form).

2.10    Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company may not enter into any agreement with any holder or prospective holder of any securities of the Company that would, allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included.

2.11    “Market Stand-off” Agreement. Each Holder hereby agrees that such Holder shall not, without the prior written consent of the managing underwriter, sell, pledge or otherwise transfer or dispose of any Ordinary Shares (or other securities) of the Company held by such Holder (other than those included in the registration), provided that:

(a)    such agreement shall apply only to the IPO and only for a period specified by the Company or the representative of the underwriters not to exceed one hundred eighty (180) days following the effective date of the registration statement of the Company filed under the Securities Act with respect to the IPO;

(b)    such agreement shall apply only if the IPO occurs within 13 months following the closing under the Purchase Agreement;

(c)    all officers and directors of the Company, all shareholders of the Company holding at least 1% of the outstanding share capital and holders of registration rights enter into similar agreements; and

(d)    any discretionary waiver, release or termination of the foregoing restriction shall apply to all holders of share capital of the Company, on a pro rata basis.

The foregoing provisions of this Subsection 2.11 (1) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any Permitted Transferee of the Holder, provided that the Permitted Transferee agrees to be bound in writing by the restrictions set forth herein,

13

and provided further that any such transfer shall not involve a disposition for value and (2) shall not be construed as to prohibit or limit the exercise of warrants or options during such period. The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were parties hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto.

2.12    Foreign Jurisdiction. If, upon the consent of the Majority Investors, the IPO, or any other registration of Company shares, is effected in a jurisdiction other than the United States, the provisions hereof shall apply in respect thereto, and to the laws of such jurisdiction, mutatis mutandis. For the avoidance of doubt, nothing in this Agreement shall grant any registration rights, or similar rights, with regards to any exchange or market outside of the United States on which the Company’s securities may be listed, unless the Company has initiated or sponsored such listing.

2.13    Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon such time as SEC Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s Registrable Securities without limitation during a three-month period without registration.

3.    Information Rights.

3.1    Regulated Body. The Company shall deliver to any Investor which is either a public company, a regulated body or a provident fund (each, a “Regulated Body”), upon its request, any information as may be requested and any other report or information required by it, in order to comply with any applicable law, including without limitation, Securities Laws, Stock Exchange rules and regulations and/or any request of the Stock Exchange, Securities Authority, Ministry of Finance or any other authority. Without derogating from the generality of the above, the Company is aware that such Regulated Bodies are subject to the Israeli Securities Law, 5728-1968 and the regulations promulgated thereunder (together the “Israeli Securities Law”), as well as to the instructions of the professional staff of the Israel Securities Authority (the “Securities Authority”). The Company hereby undertakes that, upon any Regulated Body’s reasonable request, it will make all commercially reasonable efforts to assist the Regulated Body to fulfill the aforementioned legal obligations. In the event that the requested information is “Inside Information,” as defined by the laws of the relevant jurisdiction, the Regulated Body shall undertake to abide by all restrictions on transmission or trading with respect to that information.

14

3.2    Termination of Covenants. The covenants set forth in Subsection 3.1 shall terminate and be of no further force or effect subject to and immediately before the consummation of the Qualified IPO (as defined in the Purchase Agreement).

3.3    Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.3 by such Investor), (b) is or has been independently developed or conceived by the Investor which can be shown by contemporaneous written evidence was developed or conceived without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, in which case the Investor shall notify them of the confidential nature of such information; (ii) to any prospective purchaser of any Registrable Securities from such Investor, following notice to the Company’s Board (as defined in the Purchase Agreement), if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.3, which agreement shall be in favor of the Company, and such prospective purchaser is not a competitor of the Company, as determined by the Board; (iii) to any existing or prospective Affiliate, provided that such Investor informs such Person that such information is confidential, directs such Person to maintain the confidentiality of such information and ensures that such information is included under the confidentiality obligations governing said Affiliate; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

4.    Miscellaneous.

4.1    Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a Permitted Transferee, together with the Registrable Securities; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

15

4.2    Governing Law. This Agreement shall be exclusively governed and construed in accordance with the laws of the State of Israel, without regard to conflicts of laws provisions thereof.

4.3    Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.4    Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

4.5    Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by facsimile or email, with confirmation of transmission if sent during normal business hours of the recipient, if not, then on the next business day; (c) ten (10) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) two (2) business days after deposit with an internationally-recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent out as set forth in the Purchase Agreement, or to the addresses provided by a party hereunder.

4.6    Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Majority Investors. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

4.7    Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, which shall remain enforceable, to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, the portion of this Agreement containing any provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

16

4.8    Aggregation of Shares. All Registrable Securities held or acquired by Permitted Transferees of a Holder shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Permitted Transferees may apportion such rights as among themselves in any manner they deem appropriate.

4.9    Entire Agreement. This Agreement (including any Schedules hereto and the preamble hereof which are integral parts hereof) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

4.10    Jurisdiction. The competent courts located in Tel Aviv, Israel shall have exclusive jurisdiction over all matters relating to this Agreement.

4.11    Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

[Remainder of Page Intentionally Left Blank]

17

[EXECUTION PAGE #1 TO INVESTORS’ RIGHTS AGREEMENT’

[Company and Lead Investor]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

BioCanCell Ltd. By (sign name): /s/ Frank G. Haluska             /s/ Jonathan Burgin Print Name: Frank G. Haluska Title: CEO Print Name: Jonathan Burgin Title: COO & CFO Date:	Shavit Capital Fund IV (US), L.P. By: Shavit Capital Fund 4 GP, LP By: Shavit Capital Management 4 (GP) Ltd., its general partner: By (sign name):                                                                      Print Name: Gary Leibler Title: Director Date:
Shavit Capital Fund III (US), L.P. By: Shavit Capital Fund 3 GP, LP By: Shavit Capital Management 3 (GP) Ltd., its general partner: By (sign name):                                                                      Print Name: Gary Leibler Title: Director Date:	Shavit Capital Fund 4 (Israel), L.P. By: Shavit Capital Fund 4 GP, LP By: Shavit Capital Management 4 (GP) Ltd., its general partner: By (sign name):                                                                      Print Name: Gary Leibler Title: Director Date:
Shavit Capital Fund 3 (Israel), L.P. By: Shavit Capital Fund 3 GP, LP By: Shavit Capital Management 3 (GP) Ltd., its general partner: By (sign name):                                                                      Print Name: Gary Leibler Title: Director Date:

[EXECUTION PAGE #1 TO INVESTORS’ RIGHTS AGREEMENT’

[Company and Lead Investor]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

BioCanCell Ltd. By (sign name):                                                                           Print Name:                                                                           Title:                                                                           Date:	Shavit Capital Fund IV (US), L.P. By: Shavit Capital Fund 4 GP, LP By: Shavit Capital Management 4 (GP) Ltd., its general partner: By (sign name): /s/ Gary Leibler Print Name: Gary Leibler Title: Director Date: April 5, 2018
Shavit Capital Fund III (US), L.P. By: Shavit Capital Fund 3 GP, LP By: Shavit Capital Management 3 (GP) Ltd., its general partner: By (sign name): /s/ Gary Leibler Print Name: Gary Leibler Title: Director Date: April 5, 2018	Shavit Capital Fund 4 (Israel), L.P. By: Shavit Capital Fund 4 GP, LP By: Shavit Capital Management 4 (GP) Ltd., its general partner: By (sign name): /s/ Gary Leibler Print Name: Gary Leibler Title: Director Date: April 5, 2018
Shavit Capital Fund 3 (Israel), L.P. By: Shavit Capital Fund 3 GP, LP By: Shavit Capital Management 3 (GP) Ltd., its general partner: By (sign name): /s/ Gary Leibler Print Name: Gary Leibler Title: Director Date: April 5, 2018

[EXECUTION PAGE #2 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name:

By (sign name): /s/ Stavra Romas

Print Name: Stavra Romas

Title:

Date:

[EXECUTION PAGE #2 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Clal Biotechnology Industries Ltd.

By (sign name): /s/ Ofer Gonen & /s/ Assaf Segal

Print Name: Ofer Gonen & Assaf Segal

Title: CEO & CFO

Date: June 6, 2018

[EXECUTION PAGE #3 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name:	Meitav Dash Ltd.
	Meitav Dash Provident Funds and Pension

By (sign name): /s/ Barak Benski; /s/ Avi Berkovich

Print Name: Barak Benski; Avi Berkovich

Title: CIO; Inves. Manager

Date: March 6, 2018

[EXECUTION PAGE #4 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Sherfam Inc.

By (sign name): /s/ Alex Ginsberg

Print Name: Alex Ginsberg

Title: April 6, 2018

Date: President, CFO, Secretary

[EXECUTION PAGE #5 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Capital Point Ltd.

By (sign name): /s/ Yossi Tavers and Shey Lioc

Print Name: Yossi Tavers and Shey Lioc

Title: CFOs

Date:

[EXECUTION PAGE #7 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Tachlit Indices Ltd.

By (sign name): /s/ Shay Azoulay

Print Name:	Shay Azoulay
	513534974

Title: Trader

Date: 12/06/2018

[EXECUTION PAGE #7 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: ARC Group Holdings LLC

By (sign name): /s/ Irene Susmano

Print Name: Irene Susmano

Title: Vice President

Date: 4/4/18

[EXECUTION PAGE #8 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Jim Tanenbaum

By (sign name): /s/ James Tanenbaum

Print Name: James Tanenbaum

Title:

Date: June 11, 2018

[EXECUTION PAGE #9 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Anna Pinedo

By (sign name): /s/ Anna Pinedo

Print Name: Anna Pinedo

Title:

Date: 6/13/2018

[EXECUTION PAGE #11 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Frank Haluska

By (sign name): /s/ Frank Haluska

Print Name: Frank Haluska

Title:

Date: 6/6/16

[EXECUTION PAGE #11 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Do-Tsach Ltd.

By (sign name): /s/ Sultan Yitzhak

Print Name: Sultan Yitzhak

Title: Director

Date: 10/6/2018

[EXECUTION PAGE #13 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Marc Joseph Irrevocable Trust

By (sign name): /s/ Carol M. Joseph

Print Name: Carol M. Joseph

Title: Trustee

Date: 4/13/18

[EXECUTION PAGE #14 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Collace Services Ltd.

By (sign name): /s/ Peter Scull

Print Name: Peter Scull

Title: Director

Date: 4 April 2018

[EXECUTION PAGE #15 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Neil Cohen

By (sign name): /s/ Neil Cohen

Print Name: Neil Cohen

Title:

Date: April 5^th, 2018

[EXECUTION PAGE #16 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Joshua Weintraub

By (sign name): /s/ Joshua Weintraub

Print Name: Joshua Weintraub

Title:

Date: 5/29/18

[EXECUTION PAGE #16 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Harry Grynberg

By (sign name): /s/ Harry Grynberg

Print Name: Harry Grynberg

Title:

Date:

[EXECUTION PAGE #18 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Gabriel Menaged

By (sign name): /s/ Gabriel Menaged

Print Name: Gabriel Menaged

Title:

Date: April 5, 2018

[EXECUTION PAGE #19 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Gil Sudai

By (sign name): /s/ Gil Sudai

Print Name: Gil Sudai

Title:

Date: 14/5/18

[EXECUTION PAGE #20 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Adam Frieman

By (sign name): /s/ Adam Frieman

Print Name: Adam Frieman

Title:

Date: 5/14/18

[EXECUTION PAGE #22 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Gary Leibler

By (sign name): /s/ Gary Leibler

Print Name: Gary Leibler

Title:

Date: June 10, 2018

[EXECUTION PAGE #23 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Erez Yuval

By (sign name): /s/ Erez Yuval

Print Name: Erez Yuval

Title:

Date: 11/6/2018

[EXECUTION PAGE #24 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: Roni Rosenheimer

By (sign name): /s/ Roni Rosenheimer

Print Name: Roni Rosenheimer

Title:

Date: June 10, 2018

[EXECUTION PAGE #25 TO INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Investors’ Rights Agreement as of the date set forth in the first paragraph hereof.

Investor’s Name: David Frohmann

By (sign name): /s/ David Frohmann

Print Name: David Frohmann

Title:

Date: June 10, 2018

SCHEDULE 1

Investors

Shavit Capital Fund III (US), L.P.

Shavit Capital Fund 3 (Israel), L.P.

Shavit Capital Fund IV (US), L.P.

Shavit Capital Fund 4 (Israel), L.P.

Clal Biotechnology Industries Ltd.

Meitav Dash Ltd.

Sherfam Inc.

Capital Point Ltd.

ARC Group Holdings LLC

Tachlit Indices Ltd.

Jim Tanenbaum

Anna Pinedo

Frank Haluska

Do-Tsach Ltd.

Marc Joseph Irrevocable Trust

Collace Services Ltd.

Neil Cohen

Harry Grynberg

Josh Weintraub

Gabriel Menaged

Gil Sudai

Adam Frieman

Gary Leibler

Erez Yuval

Roni Rosenheimer

David Frohmann

EX-99.5

Exhibit 99.5

Joint Filing Agreement

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D (and any amendments thereto) with respect to the Ordinary Shares and American Depositary Shares, each of which represents five Ordinary Shares, evidenced by American Depositary Receipts, beneficially owned by each of them, of Anchiano Therapeutics Ltd., a corporation incorporated under the laws of the State of Israel. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 21^st day of February, 2019.

ACCESS INDUSTRIES HOLDINGS LLC	/s/ Alejandro Moreno
	Alejandro Moreno

ACCESS INDUSTRIES MANAGEMENT, LLC	/s/ Alejandro Moreno
	Alejandro Moreno

ACCESS INDUSTRIES, LLC	/s/ Alejandro Moreno
	Alejandro Moreno

CLAL BIOTECHNOLOGY INDUSTRIES LTD.	/s/ Ofer Gonen
	Ofer Gonen
	/s/ Assaf Segal
	Assaf Segal
	*
	Len Blavatnik

* The undersigned, by signing his name hereto, executes this Joint Filing Agreement pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.

By:	/s/ Alejandro Moreno
	Name: Alejandro Moreno
	Attorney-in-Fact

EX-99.6

Exhibit 99.6

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Lincoln Benet and Alejandro Moreno, and each of them individually, the undersigned’s true and lawful attorney-in-fact to:

• execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of Anchiano Therapeutics Ltd. (the “Company”), (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder (a “Section 16 Form”), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder, including all amendments thereto (a “Section 13 Schedule”), (iii) a Form ID Application, Passphrase Update Application and/or request to convert from paper only to electronic filer with the US Securities and Exchange Commission and to obtain access codes to file on EDGAR and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule or a Section 16 Form electronically (a “Form ID”, and, together with a Section 13 Schedule and Section 16 Form, the “Forms and Schedules”) and (iv) any Joint Filing Agreement or similar agreement with respect to the filing of any of the Forms or Schedules in (i) through (iii) above;

• do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

• take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

The Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

From and after the date hereof, any Limited Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked.

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of February 21, 2019.

LEONARD BLAVATNIK

/s/ Leonard Blavatnik