THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED Amendment #1 To EXCLUSIVE...

Exhibit 4.6

Confidential

THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

Amendment #1  

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 the earlier of (i) approval for the first Phase II clinical trial protocol submitted to the US FDA by or on behalf of RedHill and (ii) [****]: Two Million US Dollars ($2,000,000).

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
By:	/s/ Xxxxx Xxx Xxxxxx
/s/ Xxxx Xxx-Xxxxx					By:	/s/ Xxxxxxx X. Xxxxx
Printed Name:			Xxxxx Xxx Xxxxxx		Printed Name:			Xxxxxxx X. Xxxxx
Xxxx Xxx-Xxxxx
Title:		CFO			Title:		President and CEO
CEO
Date:		January 23, 2017			Date:		January 21, 2017