SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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)

December 27, 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.

AMENDMENT NO. 1 TO SCHEDULE 13D

This amendment to 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”) relating to the 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.

The Schedule 13D filed with the Securities and Exchange Commission on February 21, 2019 (the “Schedule”) is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 1. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.

Item 4 Purpose of Transaction

The disclosure in Item 4 is hereby amended and restated in its entirety to read as follows:

The Reporting Persons who hold Ordinary Shares and ADSs directly acquired those securities as an investment in the regular course of their businesses. On November 11, 2019, Ofer Gonen, the Chief Executive Officer of CBI, was appointed to the Issuer’s board of directors (the “Board”). In addition, Isaac Kohlberg, a member of the CBI board of directors, currently serves on the Board. Effective December 31, 2019, Robert Connelly, a consultant to CBI, resigned as a member of the Board.

On December 27, 2019, CBI submitted a demand letter to the Company, in accordance with applicable Israeli law, to convene a special general meeting of shareholders of the Issuer for the purposes of removing four current members of the Board and appointing two designees of CBI to the Board. The demand letter was withdrawn by CBI on December 29, 2019, on the understanding that the Issuer will undertake to convene its annual general meeting of shareholders as promptly as practicable to submit to shareholders proposals to reconstitute the membership of the Board on a basis consistent with the prior demand letter.

The Reporting Persons intend to monitor and evaluate their investment on an ongoing basis and expect to regularly review and consider alternative ways of maximizing their return on such investment. 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.

In exploring ways to maximize their investment, and as part of their ongoing investment activities, CBI has and may continue to engage in, and the Reporting Persons may generally, engage in discussions with representatives of the Issuer and/or other holders of the Issuer’s securities and, from time to time, suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s business, operations, Board composition, management, corporate governance, strategy, dividends, capital structure or its control, strategic alternatives and direction. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties and may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming any intention to pursue any particular plan or direction. The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take, including, but not limited, further actions with respect to the appointment of additional members to the Board. 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.

The Reporting Persons may, at any time, and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) – (j) of this Item 4.

Item 5 Interest in Securities of the Issuer

The disclosure in Item 5(c) is hereby supplemented by adding the following at the end thereof:

On November 14, 2019, CBI received a grant of 55,000 stock options from the Issuer, in connection with Mr. Gonen’s appointment to the Board. The options are exercisable into Ordinary Shares at an exercise price of $0.47 and expire on November 13, 2029. One-third of the options are scheduled to vest on November 10, 2020, and one-twelfth of the options are scheduled to vest at the end of each calendar quarter thereafter, until fully-vested.

Item 7 Materials to Be Filed as Exhibits

Exhibit	Description
99.7	Demand Letter, dated as of December 27, 2019.
99.8	Joint Filing Agreement, dated as of December 31, 2019.

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: December 31, 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

EX-99.7

Exhibit 99.7

December 27, 2019

Anchiano Therapeutics Ltd.

1/3 High-Tech Village

Givat Ram, P.O. Box 39264

Jerusalem, 9139102

Israel

Attn:

Dr. Frank G. Haluska, Chief Executive Officer and Director

Mr. Dennison T. Veru, Interim Chairman of the Board of Directors

Via email

Dear Sirs,

Re: Anchiano Therapeutics Ltd.

Demand to Convene Special General Meeting of the Shareholders

Clal Biotechnology Industries Ltd. (“CBI”) hereby write to you with respect to the following matters:

1. As of December 27, 2019, CBI, whose address is Azrieli Center, Triangle Building 45th Floor, Tel-Aviv, 67023 Israel, is the beneficial owner of 6,911,165 ordinary shares, no par value each, of Anchiano Therapeutics Ltd. (the “Ordinary Shares” and the “Company”, respectively). A confirmation of CBI’s holdings is attached hereto as Exhibit A.

2. Based on the above and based on the number of outstanding Ordinary Shares published by the Company in its reports to the U.S. Securities and Exchange Commission (the “SEC”), CBI beneficially owns approximately 19% of the Company.

3. Pursuant to Section 63(b)(2) of the Companies Law, 5759-1999 (the “Companies Law”), we hereby request that the board of directors of the Company convene a special general meeting of the shareholders of the Company immediately, and no later than February 10, 2019, as required by the Companies Law (the “Special Meeting”). The agenda for the Special Meeting shall include resolutions to change the Company’s board of directors by removing from office, each of Mr. Dennison T. Veru, Mr. Reginald L. Hardy, Mr. Robert Connelly and Dr. Lawrence Howard, and appointing the following director nominees (the “Director Nominees”): Mr. Michael Rice and Mr. Stan Polovets, all as specifically detailed in Exhibit B attached hereto (the “Proposed Resolutions”). The Company shall not make any changes, edits or additions to the Proposed Resolutions and they shall be brought to the approval of the shareholders “as is”. Any deviation from the Proposed Resolutions shall be in violation to the Companies Law.

4. A position statement to be attached to the proxy card referenced above is attached hereto as Exhibit C (the “Position Statement”). The Company shall not make any changes, edits or additions to the Position Statement and it shall be sent to the shareholders “as is”. Any deviation from the Position Statement shall be in violation to the Companies Law and the regulations promulgated thereunder.

5. We request that a current report on Form 6-K pertaining to our request to convene a special general meeting of the Company in order to remove from office the current serving directors, as specified above, and appoint the Director Nominees (including a complete copy of this letter) will be furnished immediately to the SEC.

6. We hereby state that until the time of the Special Meeting, the Company will not take any action not in the ordinary course of business, including, without limitation, any dispositions of its assets, or securities offerings, whether public nor private. In addition, we demand that the board of directors of the Company shall not appoint any additional directors to the Company’s board of directors prior to the Special Meeting.

Sincerely,

Clal Biotechnology Industries Ltd.

Exhibit A

Bank Confirmation

FOREIGN SECURITIES OPERATIONS

HEAD OFFICE

62 YEHUDA HALEVI STREET

65227 TEL-AVIV.

ISRAEL

TEL: 972-3-567-6456

FAX: 972-3-7136288

DATE: December 16, 2019

To: CLAL INDUSTRIES.

Re: ANCHIANO THERAPEUTICS-ADR

We hereby confirm that according to our records, as of December 16, 2019 you held:1,382,223 units of ANCHIANO THERAPEUTICS-ADR (Isin US03280X1028) in your account with us.

Sincerely Yours,

Bank Hapoalim B.M.

FOREIGN SECURITIES

HEAD OFFICE

Exhibit B

Proxy Agenda

The agenda for the special meeting shall include the following proposals:

PROPOSAL NOS. 1 AND 2

REMOVAL AND ELECTION OF DIRECTORS

Clal Biotechnology Industries Ltd., or CBI, a significant shareholder of the Company, proposes to replace part of the current serving directors of the Company.

As such, at the Special Meeting, the shareholders are requested to remove from office, immediately upon the closing of the general meeting of the shareholders, each of the following current serving directors: Mr. Dennison T. Veru, Mr. Reginald L. Hardy, Mr. Robert Connelly and Dr. Lawrence Howard.

The shareholders are requested to elect each of Mr. Michael Rice and Mr. Stan Polovets, to serve as members of the board of directors of the Company until the next annual general meeting of shareholders.

Following is biographical information concerning the Director Nominees proposed by CBI:

Mr. Stan Polovets is the co-founder, chairman and CEO of the Genesis Prize Foundation. He previously served as CEO of the Alfa-Access-Renova (AAR) Consortium, which managed $30 billion in oil assets globally. Mr. Polovets currently serves as the Lead Director of the Advisory Board of L1 Energy and as Lead Non-Executive Director of Clal Industries. He is also a member of the NYU President’s Global Council, the Board of Overseers of Stanford University’s Hoover Institution and the Council on Foreign Relations. In 2006, Mr. Polovets founded and served as the chairman of the Vnimanie Foundation. He is a graduate of Stanford Business School and has a Master’s Degree from Stanford University in Russian and East European Studies.

Mr. Michael Rice is the co-founder of LifeSci Advisors and LifeSci Capital. Mr. Rice has experience in portfolio management, corporate management, investment banking and capital markets. Prior to co-founding LifeSci Advisors and LifeSci Capital, Michael was the co-head of health care investment banking at Canaccord Adams, where he was involved in debt and equity financing. Michael was also a Managing Director at Think Equity Partners where he was responsible for managing Healthcare Capital Markets, which included structuring and executing numerous transactions, many of which were firsts at ThinkEquity. Prior to that, Michael served as a Managing Director at Banc of America serving large hedge funds and private equity healthcare funds. Previously, he was a Managing Director at JPMorgan/Hambrecht & Quist.

At the Meeting, CBI, a significant shareholder of the Company, proposes that the following resolutions be adopted:

“RESOLVED, to remove from office, immediately upon the closing of the general meeting of the shareholders, each of the following current serving directors: Mr. Dennison T. Veru, Mr. Reginald L. Hardy, Mr. Robert Connelly and Dr. Lawrence Howard, thanking them for their service.”

“RESOLVED, to elect each of Mr. Michael Rice and Mr. Stan Polovets to serve as members of the board of directors of the Company until the next annual general meeting of shareholders.”

Exhibit C

Position Statement

December 27, 2019

Anchiano Therapeutics Ltd.

1/3 High-Tech Village

Givat Ram, P.O. Box 39264

Jerusalem, 9139102

Israel

Dear Sir/Madam,

Re: Position Statement – Special General Meeting of

Anchiano Therapeutics Ltd. (the “Company”)

Clal Biotechnology Industries Ltd. (“CBI”) respectfully submits this position statement in connection with the items included on the agenda of the Company’s special general meeting to be convened pursuant to CBI’s request letter dated December 27, 2019 (the “Special Meeting” and the “Letter” respectively). CBI delivered the Letter to the Company demanding that the Special Meeting be convened in order to allow the shareholders of the Company to vote upon resolutions to remove the certain current directors of the Company and appoint CBI’s director nominees, all as detailed below.

CBI is a publicly traded company, traded on the Tel Aviv Stock Exchange (TASE: CBI). Clal Industries Ltd. owns approximately 47% of the outstanding shares of, and controls CBI. The remaining 53% of CBI’s outstanding shares are publicly-held. Clal Industries Ltd. is wholly owned by Access AI Ltd., which is owned by AI Diversified Holdings S.à.r.l., which is owned by AI Diversified Parent S.à.r.l., which is owned by AI Diversified Holdings Limited, or AIDH Limited. AIDH Limited is controlled by AI SMS L.P., or AI SMS. Access Industries Holdings LLC, or AIH, owns a majority of the equity of AI SMS, and Access Industries, LLC, or LLC, holds a majority of the outstanding voting interests in AIH. Access Industries Management, LLC, or AIM, controls LLC and AIH, and Len Blavatnik controls AIM.

As of December 27, 2019, CBI beneficially owns 6,911,165 ordinary shares of the Company.

1.    CBI’s Position on Proposal No. 1 – Removal of Directors and Proposal No. 2 – CBI Director Nominees

CBI believes that in light of the recent announcement of the Company’s termination of its CODEX clinical trial, which appears to effectively leave the Company with cash reserves, a NASDAQ listing and one preclinical asset, the Company would benefit from changes to the board of directors as recommended by CBI, upon the removal and appointment suggested herein, in order to maximize the Company’s position for the benefit of all shareholders.

Accordingly, CBI has proposed that the shareholders of the Company elect to appoint seasoned director candidates which have significant experience and proven capabilities. Each of Mr. Michael Rice and Mr. Stan Polovets (the “CBI Nominees”) has the requisite skills and experience so as to constitute a perfect fit to the Company’s current needs and circumstances.

Through a combination of experience, financial expertise, and a fresh view of the Company’s business, CBI believes that shareholder value can be substantially increased above its current market value. CBI’s recommendation to remove the current serving directors named above and to appoint the CBI Nominees, is the first step towards that target.

CBI recommends that all of the Company’s shareholders VOTE FOR the removal from office, immediately following the Special Meeting, of each of the Company’s current directors as stated under Proposal no. 1 of the proxy statement published for the Special Meeting.

CBI’s position on the proposed resolution is that the CBI Nominees are the most suitable candidates to serve as directors of the board of directors of the Company. CBI recommends that all of the Company’s shareholders VOTE FOR the election of the CBI Nominees, as stated under Proposal No. 2 of the proxy statement published for the Special Meeting.

2.    Conclusion

In light of the above, it is clear that the Company and its shareholders would greatly benefit from the proposed changes to the Company’s board of directors, by electing the CBI Nominees as specified above.

Sincerely

Clal Biotechnology Industries Ltd.

EX-99.8

Exhibit 99.8

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 31^st day of December, 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