Amendment #4 To EXCLUSIVE LICENSE AGREEMENT Apogee Biotechnology Corporation and RedHill Biopharma Ltd

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/ Xxxxx Xxx Xxxxxx				By:	/s/ Xxxxxxx X. Xxxxx
/s/ Xxxx Xxx-Xxxxx
Printed Name:			Xxxxx Xxx Xxxxxx		Printed Name:		Xxxxxxx X. Xxxxx
Xxxx Xxx-Xxxxx
Title:	CFO				Title:	President and CEO
CEO
Date:		January 3, 2019			Date:	January 1, 2019