rdhl_Ex4_9


		
			Exhibit 4.9
		

		
			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 #4
To
		

		
			EXCLUSIVE LICENSE AGREEMENT
		

		
			 
		

		
			Apogee Biotechnology Corporation
and
		

		
			RedHill Biopharma Ltd
		

		
			 
		

		
			This Amendment is entered into effective as of the date of the last signature below (the “Effective Date”) by and between RedHill Biopharma Ltd (“RedHill”) and Apogee Biotechnology Corporation (“Apogee”) to amend the terms of that Exclusive License Agreement entered into by the parties effective March 30, 2015 (“Agreement”).
		

		
			 
		

		
			NOW, THEREFORE, the mutual covenants set forth herein, the parties agree to amend the terms of the Agreement as follows:
		

		
			 
		

		
			1.   Clause 6.2.1 is hereby modified to: [****] days following [****]: One Million US Dollars ($1,000,000). Additionally, [****]
		

		
			days following[****]: Five hundred thousand US Dollars ($500,000).
		

		
			 
		

		
			2.   Clause 6.3.1.1 is hereby modified to: A Royalty equal to [****].
		

		
			 
		

		
			3.   Clause 6.3.1.2 is hereby modified to: A Royalty equal to [****].
		

		
			 
		

		
			4.   Clause 6.3.2.1 is hereby modified to: A Royalty equal to [****].
		

		
			 
		

		
			5.   Clause 6.3.2.2 is hereby modified to: A Royalty equal to [****].
		

		
			 
		

		
			6.   Clause 6.3.3 is hereby modified to: A royalty equal to [****].
		

		
			 
		

		
			All other terms of the Agreement are unchanged and remain in full force and effect.
		

		
			 
		

		
			
		

		
			


		 


 



		

		
			 
		

		
			WHEREFORE, the parties hereunto have caused this Amendment to be executed by their duly authorized representatives as of the date of the last party to sign to be effective and in agreement.
		

		
			 
		

			
					
						RedHill Biopharma Ltd

					
					
						 

					
					
						Apogee Biotechnology Corporation

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Micha Ben Chorin

					
					
						    

					
					
						By:

					
					
						/s/ Charles D. Smith

				
	
					
						/s/ Dror Ben-Asher

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Printed Name:

					
					
						Micha Ben Chorin

					
					
						 

					
					
						Printed Name:

					
					
						Charles D. Smith

				
	
					
						Dror Ben-Asher

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Title:

					
					
						CFO

					
					
						 

					
					
						Title:

					
					
						President and CEO

				
	
					
						CEO

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						January 3, 2019

					
					
						 

					
					
						Date:

					
					
						January 1, 2019