Rule 424(b)(3)
File No. 333-268713
| Note: | This revised form of American Depositary Receipt is being filed to reflect that the ratio of Shares
per American Depositary Share has changed from four hundred shares to ten thousand shares, effective August 20, 2024. |
EXHIBIT A
AMERICAN DEPOSITARY SHARES
(Each American Depositary Share represents
10,000 deposited Shares)
THE BANK OF NEW YORK MELLON
AMERICAN DEPOSITARY RECEIPT
FOR ORDINARY SHARES
OF
REDHILL BIOPHARMA LTD.
(INCORPORATED UNDER THE LAWS OF ISRAEL)
The Bank of New York Mellon,
as depositary (hereinafter called the “Depositary”), hereby certifies that __________________________________________, or
registered assigns IS THE OWNER OF _____________________________
AMERICAN DEPOSITARY SHARES
representing deposited ordinary shares (herein
called “Shares”) of RedHill Biopharma Ltd., a company incorporated under the laws of the State of Israel (herein called the
“Company”). At the date hereof, each American Depositary Share represents 10,000 Shares deposited or subject to deposit under
the Deposit Agreement (as such term is hereinafter defined) at the principal Tel Aviv office of either of Bank Leumi or Bank Hapoalim
(herein called the “Custodian”). The Depositary's Corporate Trust Office and its principal executive office are located at
240 Greenwich Street, New York, N.Y. 10286.
THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
240 GREENWICH STREET, NEW YORK, N.Y. 10286
1. THE
DEPOSIT AGREEMENT.
This American Depositary
Receipt is one of an issue (herein called "Receipts"), all issued and to be issued upon the terms and conditions set forth in
the deposit agreement dated as of December 26, 2012 (herein called the "Deposit Agreement") among the Company, the Depositary
and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each of whom by accepting American Depositary
Shares agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the
rights of Owners and Holders and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all
other securities, property and cash from time to time received in respect of such Shares and held thereunder (such Shares, securities,
property, and cash are herein called "Deposited Securities"). Copies of the Deposit Agreement are on file at the Depositary's
Corporate Trust Office in New York City and at the office of the Custodian.
The statements made on
the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to
the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit Agreement
and not defined herein shall have the meanings set forth in the Deposit Agreement.
2. SURRENDER
OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF DEPOSITED SECURITIES.
Upon surrender at the Corporate
Trust Office of the Depositary of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby,
and upon payment of the fee of the Depositary for the surrender of American Depositary Shares as provided in this Receipt and payment
of all taxes and governmental charges payable in connection with such surrender and withdrawal of the Deposited Securities, and subject
to the terms and conditions of the Deposit Agreement and applicable laws and regulations, the Owner of those American Depositary Shares
is entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by those American Depositary
Shares. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the Corporate Trust
Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the
Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof.
3. TRANSFERS,
SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.
Transfers of American Depositary
Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those
American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt,
or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section
2.10 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer
taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose.
This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same
aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated
American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated
American Depositary Shares and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated
American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions
through DRS and Profile as provided in Section 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares
for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares
and deliver to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration
of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities,
the Depositary, the Custodian, or Registrar may require payment from the depositor of the Shares or the presenter of the Receipt or instruction
for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it
for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge
and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in the Deposit Agreement,
may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance
with any applicable laws or regulations or any regulations the Depositary may establish consistent with the provisions of the Deposit
Agreement.
The delivery of American
Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American
Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally
may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or
advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or
governmental body or commission, or if any stock exchange where the Shares are listed suspends the trading of the Shares for any reason,
or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding
anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal
of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary
or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting,
or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities. Without limitation
of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares (A) which would be required
to be registered under the provisions of the Securities Act of 1933 for public offer and sale in the United States, unless a registration
statement is in effect as to such Shares for such offer and sale or (B) for which the Depositary has received written instructions with
respect thereto from the Company that the deposit of such Shares would violate applicable law or regulation.
4. LIABILITY
OF OWNER FOR TAXES.
If any tax or other governmental
charge shall become payable with respect to any American Depositary Shares or any Deposited Securities represented by any American Depositary
Shares, such tax or other governmental charge shall be payable by the Owner to the Depositary. The Depositary may refuse to register any
transfer of those American Depositary Shares or to permit any withdrawal of Deposited Securities represented by those American Depositary
Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner any
part or all of the Deposited Securities represented by those American Depositary Shares, and may apply such dividends or other distributions
or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner shall remain liable for any deficiency.
Every Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and affiliates
for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising
from any tax benefit obtained for such Owner.
5. WARRANTIES
ON DEPOSIT OF SHARES.
Every person depositing
Shares under the Deposit Agreement shall be deemed thereby to represent and warrant, that such Shares and each certificate therefor, if
applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that
the person making such deposit is duly authorized so to do and the Shares presented for deposit are free and clear of any lien, encumbrance,
security interest, charge, mortgage or adverse claim, and the Shares presented for deposit have not been stripped of any rights or entitlements.
Every such person shall also be deemed to represent that the deposit of such Shares and the sale of American Depositary Shares representing
such Shares by that person are not restricted under the Securities Act of 1933. Such representations and warranties shall survive the
deposit of Shares and delivery of American Depositary Shares and the surrender of American Depositary Shares and withdrawal of Shares.
No Shares delivered to the Custodian for deposit bearing a restrictive legend shall be accepted for deposit without obtaining the Company's
written consent.
6. FILING
PROOFS, CERTIFICATES, AND OTHER INFORMATION.
Any person presenting Shares
for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship
or residence, taxpayer status, exchange control approval, or such information relating to the registration on the books of the Company
or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary
may reasonably deem necessary or proper or as the Company may reasonably request. The Depositary may withhold the delivery or registration
of transfer of any American Depositary Shares or the distribution of any dividend or sale or distribution of rights or of the proceeds
thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or
such representations and warranties made. Upon the written request of the Company, the Depositary shall, as promptly as practicable, provide
to the Company copies or originals, if necessary and appropriate, of any proofs of citizenship or residence, taxpayer status, exchange
control approval, information, certificate or other representations and warranties that the Depositary receives under Section 3.01 of
the Deposit Agreement from the Owner or Holder or any person presenting Shares for deposit, to the extent that disclosure is permitted
under applicable law. Each Owner and Holder agrees to provide any information requested by the Company or the Depositary pursuant to Section
3.01 of the Deposit Agreement. Neither the Company nor the Depositary is responsible for monitoring the Owners’ or the Holders’
compliance with applicable laws and regulations or their legal right to acquire Shares or American Depositary Shares. No Share shall be
accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any
governmental body in each applicable jurisdiction that is then performing the function of the regulation of currency exchange or other
function that requires approval for the deposit of Shares.
7. CHARGES
OF DEPOSITARY.
The following charges shall
be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American
Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company
or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant
to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration
fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company
or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission
expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of
foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or
portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the
surrender of American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) a fee of $.05 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to
Sections 4.01 through 4.04 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit
Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above
which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities
as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under
clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable
as provided in clause 9 below, and (9) any other charges payable by the Depositary, any of the Depositary's agents, including the Custodian,
or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall
be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and
shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one
or more cash dividends or other cash distributions).
The Depositary, subject
to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
From time to time, the
Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from Owners or Holders, or waive
fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the
American Depositary Shares program. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other
service providers that are affiliates of the Depositary and that may earn or share fees or commissions.
8. PRE-RELEASE
OF RECEIPTS.
Notwithstanding Section
2.03 of the Deposit Agreement, unless requested by the Company in writing to do so, the Depositary may deliver American Depositary Shares
prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant
to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released,
whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary
Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release.
Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or
Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted,
as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may
be, to the Depositary in its capacity as such and for the benefit of the Owners and (iii) will not take any action with respect to such
American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without
the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction
of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c)
terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations
as the Depositary deems appropriate. The number of Shares represented by American Depositary Shares that are outstanding at any time as
a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided,
however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate.
The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance
of the obligations to deliver Shares or American Depositary Shares, as the case may be, in satisfaction of a Pre-Release transaction (but
shall not, for the avoidance of doubt, constitute Deposited Securities).
The Depositary may retain
for its own account any compensation received by it in connection with the foregoing.
9. TITLE
TO RECEIPTS.
It is a condition of this
Receipt and every successive Owner and Holder of this Receipt by accepting or holding the same consents and agrees that when properly
endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities under the laws
of the State of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities
under the laws of the State of New York. The Depositary and the Company, notwithstanding any notice to the contrary, may deem and treat
the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution
of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes, and neither the
Depositary nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any Holder of American
Depositary Shares unless that Holder is the Owner of those American Depositary Shares.
10. VALIDITY
OF RECEIPT.
This Receipt shall not
be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been
(i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed by the facsimile
signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized signatory of the
Depositary or a Registrar.
11. REPORTS;
INSPECTION OF TRANSFER BOOKS.
The Company is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files reports with the Commission. Those
reports will be available for inspection and copying through the Commission’s EDGAR system on the Internet at www.sec.gov or at
public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549.
The Depositary will make
available for inspection by Owners at its Corporate Trust Office any reports, notices and other communications, including any proxy soliciting
material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made
generally available to the holders of such Deposited Securities by the Company. The Depositary will also, upon written request by the
Company, send to the Owners copies of such communications when furnished by the Company pursuant to the Deposit Agreement. Any such reports,
notices and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished
in English to the extent such materials are required to be translated into English pursuant to any regulations of the Commission.
The Depositary will keep
books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of American Depositary Shares which
at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating
with Owners in the interest of a business or object other than the business of the Company or a matter related to the Deposit Agreement
or the American Depositary Shares.
12. DIVIDENDS
AND DISTRIBUTIONS.
Whenever the Depositary
receives any cash dividend or other cash distribution on any Deposited Securities, the Depositary will, if at the time of receipt thereof
any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States
dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution into dollars and
will distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09
of the Deposit Agreement) to the Owners entitled thereto, as of the record date fixed pursuant to Section 4.06 of the Deposit Agreement,
in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided,
however, that in the event that the Custodian or the Depositary is required to withhold and does withhold from such cash dividend
or such other cash distribution an amount on account of taxes or other governmental charges, the amount distributed to the Owners of the
American Depositary Shares representing such Deposited Securities shall be reduced accordingly.
The Depositary shall distribute
only such amount, however, as can be distributed without attributing to any Owner a fraction of one cent. Any such fractional amounts
shall be rounded to the nearest whole cent and so distributed to the Owners entitled thereto. The Company or its agent will remit to the
appropriate governmental agency in each applicable jurisdiction all amounts withheld and owing to such agency. The Depositary will forward
to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent
to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary
to obtain benefits under the applicable tax treaties for the Owners, provided that neither the Depositary nor the Company shall have any
obligation to file such reports.
Subject to the provisions
of Sections 4.11 and 5.09 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution described
in Section 4.01, 4.03 or 4.04 of the Deposit Agreement, the Depositary shall, after consultation with the Company, cause the securities
or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses
of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary shares representing such
Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing
such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately
among the Owners of Receipts entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company
or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under
the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary deems such distribution not to be feasible,
the Depositary may, after consultation with the Company to the extent practicable, adopt such method as it may deem equitable and practicable
for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property
thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided
in Article 7 hereof and Section 5.09 of the Deposit Agreement) will be distributed by the Depositary to the Owners of Receipts
entitled thereto all in the manner and subject to the conditions described in Section 4.01 of the Deposit Agreement; provided, further,
that no distribution to Owners pursuant to Section 4.02 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary.
To the extent such securities or property or the net proceeds thereof are not distributed to Owners as provided in Section 4.02 of the
Deposit Agreement, the same shall constitute Deposited Securities and each American Depositary Share shall thereafter also represent its
proportionate interest in such securities, property or net proceeds. The Depositary may withhold any distribution of securities under
Section 4.02 of the Deposit Agreement if it has not received reasonably satisfactory assurances from the Company that the distribution
does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities
or other property it would otherwise distribute under this Article that is sufficient to pay its fees and expenses in respect of that
distribution.
If any distribution consists
of a dividend in, or free distribution of, Shares, the Depositary may, and subject to the terms of the following sentence, the Depository
shall, if so requested in writing by the Company, as promptly as practicable, deliver to the Owners entitled thereto, in proportion to
the number of American Depositary Shares representing such Deposited Securities held by them respectively, an aggregate number of American
Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions
of the Deposit Agreement with respect to the deposit of Shares and issuance of American Depositary Shares, including withholding of any
tax or governmental charge as provided in Section 4.11 of the Deposit Agreement and payment of the fees and expenses of the Depositary
as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement (and the Depositary may sell, by public or private sale, an
amount of Shares received sufficient to pay its fees and expenses in respect of that distribution). The Depositary may withhold any such
delivery of American Depositary Shares if it has not received satisfactory assurances from the Company that such distribution does not
require registration under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such case, the
Depositary may sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.01 of the Deposit Agreement. If additional American Depositary Shares are not so
delivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities
represented thereby.
In the event that the Depositary
reasonably determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other
governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion
of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary reasonably deems
necessary and practicable to pay any such taxes or charges, and the Depositary shall distribute the net proceeds of any such sale after
deduction of such taxes or charges to the Owners of Receipts entitled thereto in proportion to the number of American Depositary Shares
held by them respectively.
13. RIGHTS.
In the event that the Company
shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights
of any other nature, the Depositary shall, after consultation with the Company, have discretion as to the procedure to be followed in
making such rights available to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available
to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available
to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights
to lapse. If at the time of the offering of any rights the Depositary determines in its discretion that it is lawful and feasible to make
such rights available to all or certain Owners but not to other Owners, the Depositary, after consultation with the Company, may distribute
to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares
held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.
In circumstances in which
rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order to exercise
the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary will make such rights
available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion
to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion
are reasonably required under applicable law.
If the Depositary has distributed
warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants
or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account
of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment
of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall,
on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered
to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited
pursuant to Section 2.02 of the Deposit Agreement, and shall, pursuant to Section 2.03 of the Deposit Agreement, deliver American Depositary
Shares to such Owner. In the case of a distribution pursuant to the second paragraph of this Article 13, such deposit shall be made, and
depositary shares shall be delivered, under depositary arrangements which provide for issuance of depositary shares subject to the appropriate
restrictions on sale, deposit, cancellation, and transfer under applicable United States laws.
If the Depositary determines
in its discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants
or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not
lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary
as provided in Section 5.09 of the Deposit Agreement and all taxes and governmental charges payable in connection with such rights and
subject to the terms and conditions of the Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants
or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange
restrictions or the date of delivery of any American Depositary Shares or otherwise.
The Depositary will not
offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under
the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions of such Act; provided,
that nothing in the Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect
to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If an Owner requests
the distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act of
1933, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States
for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration.
Neither the Depositary
nor the Company shall be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners
in general or any Owner in particular.
14. CONVERSION
OF FOREIGN CURRENCY.
Whenever the Depositary
or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities,
property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be
converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert
or cause to be converted by sale or in any other manner that it may reasonably determine, such foreign currency into Dollars, and such
Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments
which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for
cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners
on account of exchange restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses
of conversion into Dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement.
If such conversion or distribution
can be effected only with the approval or license of, or requires a filing with, any government or agency thereof, the Depositary shall
file such application for approval or license, or make such filing, if any, as it may deem desirable. The Company shall have no obligation
to make any such filings.
If at any time the Depositary
shall determine that in its reasonable judgment any foreign currency received by the Depositary or the Custodian is not convertible on
a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which
is required for such conversion is denied or in the reasonable opinion of the Depositary is not obtainable, or if any such approval or
license is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion
may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled
to receive the same.
If any such conversion
of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may
in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute
the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest
thereon for the respective accounts of, the Owners entitled thereto.
15. RECORD
DATES.
Whenever any cash dividend
or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued
with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other
Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American
Depositary Share, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date, which shall
be the same as, or as near as practicable to, any corresponding record date fixed by the Company with respect to the Deposited Securities,
(a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds
of the sale thereof, (ii) entitled to give instructions for the exercise of voting rights at any such meeting or (iii) responsible for
any fee or charge assessed by the Depositary pursuant to the Deposit Agreement, or (b) on or after which each American Depositary
Share will represent the changed number of Shares. Subject to the provisions of the Deposit Agreement, the Owners on such record date
will be entitled, as the case may be, to receive the amount distributable by the Depositary with respect to such dividend or other distribution
or such rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively
and to give voting instructions and to act in respect of any other such matter.
16. VOTING
OF DEPOSITED SECURITIES.
Upon receipt from the Company
of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing
by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice
shall be approved by the Company in advance, such approval not to be unreasonably withheld or delayed, which shall contain (a) such
information (including, without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary
from the Company, (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject
to any applicable provision of law and of the articles of association or similar documents of the Company, to instruct the Depositary
as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their
respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express
indication that such instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction
is received, to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner
of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the
Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented
by those American Depositary Shares in accordance with the instructions set forth in such request. Neither the Depositary nor the Custodian
shall under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote or attempt
to exercise the right to vote that attaches to the Deposited Securities except in accordance with the voting instructions given from the
Owners or deemed given from the Owner. If (i) the Company requested the Depositary to act under this paragraph and complied with the second
following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of the Deposited Securities
represented by the American Depositary Shares of that Owner and a matter on or before the date established by the Depositary for such
purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by
the Company with respect to that amount of Deposited Securities and that matter and the Depositary shall give a discretionary proxy to
a person designated by the Company to vote that amount of Deposited Securities as to that matter, except that no such instruction shall
be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary
(and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not
wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of
Shares.
There can be no assurance
that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the
instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth
in the preceding paragraph.
In order to give Owners
a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company
will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such
meeting or solicitation and details concerning the matters to be voted upon not less than 30 days prior to the meeting date or date for
giving such proxies or consents.
17. CHANGES
AFFECTING DEPOSITED SECURITIES.
Upon any change in nominal
value, change in par value, split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, or upon the redemption or
cancellation by the Company of the Deposited Securities, any securities, cash or property which shall be received by the Depositary or
a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities shall be treated as new Deposited Securities
under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities,
the right to receive the new Deposited Securities so received, unless additional Receipts are delivered pursuant to the following sentence.
In any such case the Depositary may deliver additional American Depositary Shares as in the case of a dividend in Shares, or call for
the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.
18. LIABILITY
OF THE COMPANY AND DEPOSITARY.
Neither the Depositary nor
the Company nor any of their respective directors, officers, employees, agents, controlling persons or affiliates shall incur any liability
to any Owner or Holder, (i) if by reason of any provision of any present or future law or regulation of the United States or any other
country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the articles
of association or any similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company,
or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control,
the Depositary or the Company shall be prevented, delayed or forbidden from or be subject to any civil or criminal penalty on account
of doing or performing any act or thing which by the terms of the Deposit Agreement or Deposited Securities it is provided shall be done
or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the
terms of the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise of, or failure to exercise,
any discretion provided for in the Deposit Agreement, (iv) for the inability of any Owner or Holder to benefit from any distribution,
offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit
Agreement, made available to Owners or Holders, or (v) for any special, consequential or punitive damages for any breach of the terms
of the Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.01, 4.02 or 4.03 of the Deposit Agreement,
or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such distribution or offering
may not be made available to Owners of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such
Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall
allow any rights, if applicable, to lapse. Neither the Company nor the Depositary nor any of their respective directors, officers, employees,
agents, controlling persons or affiliates assumes any obligation or shall be subject to any liability under the Deposit Agreement to any
Owner or Holder, except that they agree to perform their obligations specifically set forth in the Deposit Agreement without negligence
or bad faith. Neither the Depositary nor any of its directors, officers, employees, agents, controlling persons or affiliates shall be
subject to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company nor
any of their respective directors, officers, employees, agents, controlling persons or affiliates shall be under any obligation to appear
in, prosecute or defend any action, suit, or other proceeding in respect of any Deposited Securities or in respect of the American Depositary
Shares, on behalf of any Owner or Holder or other person. Neither the Depositary nor the Company nor any of their respective directors,
officers, employees, agents, controlling persons or affiliates shall be liable for any action or nonaction by it or them in reliance upon
the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Holder, or any other
person believed by it or them in good faith to be competent to give such advice or information. The Depositary and the Company and their
respective directors, officers, employees, agents, controlling persons or affiliates may rely and shall be protected in acting upon any
written notice, request, direction or other documents believed by them to be genuine and to have been signed or presented by the proper
party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with
a previous act or omission of the Depositary or in connection with a matter arising wholly after the removal or resignation of the Depositary,
provided that in connection with the issue out of which such potential liability arises, the Depositary performed its obligations without
negligence or bad faith while it acted as Depositary. Neither the Depositary nor the Company shall be liable for the acts or omissions
of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited
Securities or otherwise. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited
Securities or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction
is in good faith.
No disclaimer of liability
under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.
| 19. | RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN. |
The Depositary may at any
time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, such resignation
to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement.
The Depositary may at any time be removed by the Company by 90 days prior written notice of such removal, to become effective upon the
later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance
of such appointment as provided in the Deposit Agreement. The Depositary in its discretion may appoint a substitute or additional custodian
or custodians.
20. AMENDMENT.
The form of the Receipts
and any provisions of the Deposit Agreement may at any time and from time to time be amended by written agreement between the Company
and the Depositary without the consent of Owners or Holders in any respect which they may deem necessary or desirable. Any amendment which
shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners,
shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30 days after notice of such
amendment shall have been given to the Owners of outstanding American Depositary Shares. The parties agree that any amendments which (i)
are reasonably necessary (as agreed by the Company and the Depositary) in order for the American Depositary Shares to the registered on
Form F-6 under the Securities Act of 1933 and (ii) do not impose or increase any applicable fees or charges to be borne by the Owners,
shall be deemed not to prejudice any substantial rights of Owners. Every Owner and Holder of American Depositary Shares, at the time any
amendment so becomes effective, shall be deemed, by continuing to hold such American Depositary Shares or any interest therein, to consent
and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right
of the Owner to surrender American Depositary Shares and receive therefor the Deposited Securities represented thereby, except in order
to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws,
rules or regulations which would require an amendment of the Deposit Agreement to ensure compliance therewith, the Company and the Depositary
may amend the Deposit Agreement at any time in accordance with such changed laws, rules and regulations. Such amendment to the Deposit
Agreement in such circumstances may become effective before a notice of such amendment is given to Owners or within any other period of
time as required for compliance with such laws, rules or regulations.
21. TERMINATION
OF DEPOSIT AGREEMENT.
The Company may, in its
sole discretion, terminate the Deposit Agreement by instructing the Depositary to mail notice of termination to the Owners of all American
Depositary Shares then outstanding at least 30 days prior to the termination date included in such notice. The Depositary may likewise
terminate the Deposit Agreement, if at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation
notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement;
in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding at least
30 days prior to the termination date. On and after the date of termination, the Owner of American Depositary Shares will, upon (a) surrender
of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary Shares referred
to in Section 2.05 of the Deposit Agreement and (c) payment of any applicable taxes or governmental charges, be entitled to delivery,
to him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares. If any American Depositary
Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers
of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices
or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights and other property as provided in the Deposit Agreement, and shall continue to deliver
Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale
of any rights or other property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of the Depositary
for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance
with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration
of four months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and
may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated
and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that have not theretofore been
surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale,
the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other
cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account
of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement, and any applicable
taxes or governmental charges). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under
the Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 of the Deposit Agreement.
| 22. | DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. |
(a) Notwithstanding
the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof
to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American
Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto.
Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner, to direct the Depositary to
register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC
account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer.
(b) In
connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary
will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting
registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding
any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 of the Deposit
Agreement shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s reliance on and compliance
with instructions received by the Depositary through the DRS/Profile System and in accordance with the Deposit Agreement, shall not constitute
negligence or bad faith on the part of the Depositary.
| 23. | SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES. |
In the Deposit Agreement,
the Company has (i) appointed Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19715, as the Company's authorized
agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the
American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court
in the State of New York in which any such suit or proceeding may be instituted and (iii) agreed that service of process upon said authorized
agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.
EACH PARTY TO THE DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE
DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION, ANY
QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
To the extent that the
Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right
of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any
respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior
to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for
the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced,
with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the fullest extent permitted by law,
hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.
Redhill Biopharma (NASDAQ:RDHL)
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