AMENDMENT # 3
Exhibit 4.9
AMENDMENT # 3
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 TO THE MASTER SERVICE AGREEMENT FOR REDHILL BIOPHARMA LTD.’S RHB R&D PROGRAM
| BY AND BETWEEN: | RedHill Biopharma Ltd., with principle place of business at 21 Ha’arba’a Xx. Xxx-Xxxx 00000, Xxxxxx (herein referred to as the “Client”), |
| AND: | 7810962 Canada Inc (doing Business under the name “InSymbiosis”), a body politic and corporate, duly incorporated according to the laws of Canada and with principle place of business at 000 Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, Xxxxxx, X0X 0X0, Xxxxxx, (herein referred to as the “Provider”), |
The Client and the Provider are, in this Agreement, sometimes individually referred to as “Party” and collectively as the “Parties”.
WHEREAS on 28 April 2011, the Client and the Provider entered into a Master Service Agreement in relation to the Client’s RHB R&D Program (the “MSA”);
WHEREAS WHEREAS the MSA was scheduled to terminate on April 28, 2015 as per amendment 2 and the parties hereby agree to formally extend the term of the MSA until April 28, 2016 (the "Extended Period"); and
WHEREAS the Parties have agreed to certain terms and conditions, the whole as is fully set forth below.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
| 1. | Unless specifically set out otherwise in this agreement (the “AMENDMENT AGREEMENT”), the terms of the MSA shall continue to apply. |
| 2. | The parties hereby agree to formally extend the term of the MSA until April 28, 2016. |
| 3. | During the term of the Agreement, PROVIDER will charge CLIENT a monthly project management fee of $US [****]. This monthly project management fee will be payable each quarter, in advance, upon lawful invoice to be provided by the PROVIDER to the CLIENT within 21 days of the beginning of the relevant quarter according to the following payment schedule: |
| 7810962 Canada Inc |
| CONFIDENTIAL | 2 |
| • | Payment 1: May 2015 to July 2015 |
| • | Payment 2: August 2015 to October 2015 |
| • | Payment 3: November 2015 to January 2015 |
| • | Payment 4: February 2015 to April 2016 |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment Agreement as of the date first herein above mentioned.
| /s/ Xxxx Xxx-Xxxxx | /s/ Ori Shilo | ||
| Per: Xxxx Xxx-Xxxxx | Per: Ori Shilo | ||
| Title: CEO | Title: VP Finance and Operation | ||
| Date: May 21, 2015 | Date: May 21, 2015 | ||
PARTY OF THE FIRST PART
7810962 Canada Inc.
Per: Xxxxx Xxxxxxx
Title: Senior Director of R&D
Date: 12May2015
PARTY OF THE SECOND PART
7810962 Canada Inc
