Exhibit 4.10


 


 


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


 


Project Order # 1879 RHB-104 Manufacturing
Amendment 1


 


THIS PROJECT ORDER No. 1879 RHB-104 Manufacturing
Amendment 1 is between RedHill Biopharma Ltd. (“SPONSOR”) and 7810962 Canada Inc. (“MANAGER”) and, upon
execution by both parties, shall be incorporated into the Service Agreement signed on 5July2014 between SPONSOR and MANAGER.


 





SPONSOR agrees that Manager enters into a subcontract with Corealis Pharma on the terms
set out in Amendment 1 of Project Order 1879 to be executed between 7810962 Canada Inc. and Corealis Pharma as shown below in Exhibit
A. For further clarity, SPONSOR agrees with the costs and to the payment schedule as described in Exhibit A.


 


IN WITNESS WHEREOF, this Proposal has been
executed by the parties hereto through their duly authorized officers on the date(s) set forth below.


 





 


	REDHILL BIOPHARMA Ltd.	For 7810962 Canada Inc:
	 	 	 	 
	/s/ Dror Ben-Asher	 	/s/ Alain Guimond	 
	Name: Dror Ben-Asher	Name: Alain Guimond	 
	Title: CEO	 	Title: Senior Director of R&D
	Date: 12Aug2014	 	Date: 12Aug2014	 
	 	 	 	 
	/s/ Ori Shilo	 	 	 
	Name: Ori Shilo	 	 	 
	Title: VP Finance and Operations	 	 
	Date: 12Aug2014	 	 	 


 


 


 


 


 


 


 


 






     

    

 



    

 CONFIDENTIAL





  


EXHIBIT A


 





Service Agreement
- G


7810962 Canada
Inc. - COREALIS Pharma Inc.


Clinical Trial
Material manufacture of RHB-104 capsules


 


AMENDMENT 1 TO THE SERVICE AGREEMENT G is
made and entered into this twenty-third (23) day of July, 2014 (the “Amendment”).


 





The Client and Corealis entered into a service agreement G (document
143-111207rev11) dated the twenty-eight day of July, 2014 (the “Service Agreement G”).


 


The Client and Corealis entered into a Master Service Agreement
dated the fifth day of July, 2011 (the “MSA”).


 


The Parties hereto wish to describe the services
to be performed in connection with the MSA, subject to the terms and conditions set forth herein and in the MSA.


 


Unless the context otherwise requires, all capitalized
terms used in this Amendment shall have the meanings attributed to them in the MSA and the Service Agreement G.


 


	I.  	DESCRIPTION OF THE EXTRA WORK TO THE SERVICE
    AGREEMENT G


 


The scope of this work is to identify a RHB-104
degradation product.


 


The estimated cost is as follow:


 


	 	Part 1



	 	•	[****]


	 	•	[****]


 








	 	Part 2
	 	•	[****]


 


 


	II.  	COST AND PAYMENTS


 





	2.1-  	The estimated cost of the Services for the Extra Work detailed in section 1 is 6,700 $USD.


 





	2.2-  	The Client shall pay to [****] in United-States currency ($USD) upon the reception of invoices.


 


 


The Parties hereto have requested that this Service
Agreement be drafted in the English language.  Les Parties ont exigé que ce contrat de services soit rédigé
en anglais.


 









     

    

 



    

 


IN WITNESS THEREOF, the Parties have executed
this Amendment as of the Date written above, by their authorised representatives, who by signing confirm their authority and intention
to bind the Parties they represent.


 


 


	
        Corealis Pharma Inc.
	
        7810962 Canada Inc.

	Per:	/s/ 	 	Per:	/s/ Alain Guimond	 
	Name: Yves Roy, Ph.D.	Name: Alain Guimond, Ph.D.	 
	Title: President	 	
        Title: Senior Director of Research



 


 


 




 


 


 


 


 


 





 



     

    

 



    










	CONFIDENTIAL


	PO# 1879 RHB-104 Manufacturing Amendment 1	23July2014









 


 


 


 


 


[****]




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





7810962 Canada Inc.


245 Victoria Avenue, Suite 100, Montreal,
Quebec H3Z 2M6, Canada


Tel: +1 (514) 807-9315, Fax: +1 (514)
315-9029