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 #2 To EXCLUSIVE...

Exhibit 4.5

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 #2

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 [****]: One Million US Dollars ($1,000,000).

2. 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
	/s/ Xxxxx Xxx Xxxxxx
By:	/s/ Xxx Xxxxx		By:		/s/ [****]
Printed Name:	Adi Xxxxx Xxxxx Xxx Xxxxxx		Printed Name:		[****]
Title:	SVP BD & L      CFO		Title:		[****]
Date:	June 22, 2017      June 22, 2017		Date:		06/22/2017