Exhibit 4.9


 


AMENDMENT # 3








 


 


THE SYMBOL
"[****]" DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN OMIITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


 


AMENDMENT
TO THE MASTER SERVICE AGREEMENT FOR REDHILL BIOPHARMA LTD.’S RHB R&D PROGRAM


 





 



 


 





	BY AND BETWEEN:	RedHill Biopharma Ltd., with principle place of business at 21 Ha’arba’a St. Tel-Aviv 64739, Israel (herein referred to as the “Client”),
	 	 
	 	 
	AND:	7810962 Canada Inc (doing Business under the name “InSymbiosis”), a body politic and corporate, duly incorporated according to the laws of Canada and with principle place of business at 245 Victoria Ave, Suite 100, Montreal, Quebec, H3Z 2M6, Canada, (herein referred to as the “Provider”),







 





The
Client and the Provider are, in this Agreement, sometimes individually referred to as “Party” and collectively as
the “Parties”.


 


WHEREAS
on 28 April 2011, the Client and the Provider entered into a Master Service Agreement in relation to the Client’s
RHB R&D Program (the “MSA”);


 


WHEREAS
WHEREAS the MSA was scheduled to terminate on April 28, 2015 as per amendment 2 and the parties hereby agree to formally extend
the term of the MSA until April 28, 2016 (the "Extended Period"); and


 


WHEREAS
the Parties have agreed to certain terms and conditions, the whole as is fully set forth below. 


 


 


NOW,
THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:


 


		1.	Unless
                                         specifically set out otherwise in this agreement (the “AMENDMENT AGREEMENT”),
                                         the terms of the MSA shall continue to apply.



 


		2.	The
                                         parties hereby agree to formally extend the term of the MSA until April 28, 2016.



 


		3.	During
                                         the term of the Agreement, PROVIDER will charge CLIENT a monthly project management fee
                                         of $US [****]. This monthly project management fee
                                         will be payable each quarter, in advance, upon lawful invoice to be provided by the PROVIDER
                                         to the CLIENT within 21 days of the beginning of the relevant quarter according to the
                                         following payment schedule:



 






    	7810962 Canada Inc



    	CONFIDENTIAL	2	 



    




 





	 •	Payment 1: May 2015 to July 2015
	 •	Payment 2:  August 2015 to October 2015
	 •	Payment 3:  November 2015 to January 2015
	 •	Payment 4:  February 2015 to April 2016




 


 


 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Agreement as of the date first herein above mentioned.


 


 


 


REDHILL
BIOPHARMA Ltd.


 


 


 





	/s/ Dror Ben-Asher	 	/s/ Ori Shilo	 
	Per:      Dror Ben-Asher	 	Per:     Ori Shilo	 
	Title:    CEO	 	Title:   VP Finance and Operation
	Date:    May 21, 2015	 	Date:   May 21, 2015	 




 


 





 


PARTY
OF THE FIRST PART


 


 


7810962
Canada Inc.


 


 


Per:     Alain
Guimond


Title:
  Senior Director of R&D


Date:   12May2015


 


 


PARTY
OF THE SECOND PART


 


 


 


 


 


7810962 Canada Inc