SecProbe.io

August 16, 2016

Ori Shilo
Deputy Chief Executive Officer Finance and Operations
RedHill Biopharma Ltd.
21 Ha’arba’a Street
Tel Aviv 64739, Israel

Re: RedHill Biopharma Ltd.
 Form 20-F
Filed February 25, 2016
File No.  001-35773

Dear Mr. Shilo :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your r esponse.

After reviewing your response to these  comments, we may have  additional comments.

Item 4. Information on the Company
Acquisition and License Agreements
License Agreement for BEKINDA, page 47

1. In future filings, please revise the d escription of your license agreement with Temple
University to describe the material provisions of the agreement.  Your disclosure should
include up -front payments, aggregate amounts paid to date under the agreement,
aggregate future potential milestone pa yments, a range of the royalty rates, the term of
the agreement and any material termination provisions.  Please also file the agreement as
an exhibit to your future Exchange Act filings.  In the alternative, tell us why you believe
you are not substantial ly dependent on the license agreement.  See Instruction 4(b) to the
Exhibits for Form 20 -F.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Se curities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Ori Shilo
RedHill Biopharma Ltd.
August 16, 2016
Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they  have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in re sponse to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Christina Thomas at (202) 551 -3577  or Erin Jaskot  at (202) 551 -3442  with
any other questions.

Sincerely,

 /s/ Erin K. Jaskot, for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Rick A. Werner, Esq.
 Haynes and Boone, LLP