rdhl_Ex4_12


		
			Exhibit 4.12
		

		
			 
		

		
			Confidential
		

		
			 
		

		
			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 NO. 1 TO EXCLUSIVE COMMERCIALIZATION AGREEMENT
		

		
			 
		

		
			This Amendment No.1 to Exclusive Commercialization Agreement is made effective as of August 24, 2018 by and between RedHill Biopharma Ltd. (“RedHill”) and Concordia Pharmaceuticals Inc., by way of its Barbados branch (“Concordia”).
		

		
			WITNESETH
		

		
			 
		

		
			WHEREAS, Concordia and RedHill entered into an Exclusive Commercialization Agreement dated December 30, 2016 (the “Main Agreement”);
		

		
			WHEREAS, Concordia and RedHill desire to amend the Main Agreement;
		

		
			NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties hereby agree as follows:
		

		
			1.         All terms not otherwise defined herein shall have the meaning ascribed thereto in the Main Agreement, unless the context requires otherwise.
		

		
			2.         In accordance with Section 20.6 of the Main Agreement, the Main Agreement is amended as follows:
		

		
			2.1.      Section 1.4 of the Main Agreement is hereby amended effective October 1, 2018 by the deletion of the second sentence thereof so that Section 1.4 in its entirety is as follows:
		

		
			“1.4      “Applicable Percentage” means [****]”
		

		
			2.2.      The following provision shall be added to the Main Agreement as a new Section 9.6:
		

		
			“Concordia shall pay RedHill two (2) one-time payments as follows: (i) $[****] to be paid on or before [****]; and (ii) $ [****] for [****] to be paid on or before [****].  In consideration for [****] RedHill: (i) has provided [****]; and (ii) continue, until September 30, 2018, Promotion and commercialization of the Product for the Field of Use (with the number of representatives throughout geographical territories) substantially similar to that provided through the first half of 2018; subject, inter alia, to reassignment and prompt replacement of representatives and other ordinary course and commercially reasonable changes in the geographical territories.
		

		
			2.3.      The following provision shall be added to the Main Agreement as the last sentence of Section 9.2:
		

		
			
		

		
			


		 


 



		

		
			“All amounts paid or payable by Concordia to RedHill pursuant to the applicable Quarterly Report shall, absent fraud or manifest error, be considered final and binding and shall not be subject to dispute or adjustment.”
		

		
			3.         Except as specifically amended herein, the provisions of the Main Agreement shall continue in full force and effect.
		

		
			4.         This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
		

		
			 
		

		
			IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
		

		
			 
		

		
			 
		

			
					
						RedHill Biopharma Ltd.

					
					
						    

					
					
						Concordia Pharmaceuticals Inc.,

				
	
					
						 

					
					
						 

					
					
						S.à.r.l., Barbados Branch

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Dror Ben-Asher

					
					
						 

					
					
						By: 

					
					
						/s/ Robert Ford

				
	
					
						Name: Dror Ben-Asher

					
					
						 

					
					
						Name: Robert Ford

				
	
					
						Title: CEO

					
					
						 

					
					
						Title: Managing Director & Vice-President,

				
	
					
						 

					
					
						 

					
					
						Legal Affairs

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By: 

					
					
						/s/ Micha Ben Chorin

					
					
						 

					
					
						 

				
	
					
						Name: Micha Ben Chorin

					
					
						 

					
					
						 

				
	
					
						Title: CFO

					
					
						 

					
					
						 

				
	
					
						August 26, 2018