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SEC Company Response from RedHill Biopharma Ltd. (RDHL) (CIK 0001553846) (RDHL) — Mar 9, 2016

RedHill Biopharma Ltd. (RDHL) (CIK 0001553846)
Date: March 9, 2016 · CIK: 0001553846 · Accession: 0001171843-16-008472

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File numbers found in text: 333-209702

Date
March 9, 2016
Author
Assistant Director
Form
CORRESP
Company
RedHill Biopharma Ltd. (RDHL) (CIK 0001553846)

Letter

United States Securities and Exchange Commission Division of Corporation Finance RE: RedHill Biopharma Ltd. Registration Statement on Form F-3 Filed February 25, 2016 File No. 333-209702

Dear Mr. Riedler:

Pursuant to Rules 460 and 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, RedHill Biopharma Ltd. (the “Company”) hereby requests acceleration of the effective date of the above-mentioned Registration Statement on Form F-3 (the “Registration Statement”) to 2:00 p.m., Eastern Time on March 11, 2016, or as soon thereafter as practicable.

In connection with the foregoing, the Company hereby acknowledges the following:

should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the filing;

the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

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

Very truly yours,
RedHill Biopharma Ltd.

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CORRESP
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RedHill Biopharma Ltd.

21 Ha'arba'a St.

Tel Aviv, 64739, Israel

March 9, 2016

By EDGAR

Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 RE: RedHill Biopharma Ltd.

Registration Statement on Form F-3

Filed February 25, 2016

  File No. 333-209702

Dear Mr. Riedler:

Pursuant to Rules 460
and 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, RedHill Biopharma Ltd. (the “Company”) hereby requests acceleration
of the effective date of the above-mentioned Registration Statement on Form F-3 (the “Registration Statement”)
to 2:00 p.m., Eastern Time on March 11, 2016, or as soon thereafter as practicable.

In
connection with the foregoing, the Company hereby acknowledges the following:

should the Commission or the staff of the Commission,
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the filing;

the action of the Commission or the staff of the Commission,
acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

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

    Very truly yours,

    RedHill Biopharma Ltd.

    By:
    /s/ Dror Ben- Asher

    Dror Ben-Asher

Chief
Executive Officer