Exhibit 4.6


 


AMENDMENT NO. 1 TO 


 


THE EMPLOYMENT AGREEMENT


 


Executed on this 10 day of July, 2017


 


THIS AMENDMENT (the “Amendment”)
to the Employment Agreement dated 23 December, 2013 (the “Employment Agreement”) is entered into this 1 day
of January, 2017 (the “Effective Date”), by and between Galmed Research and Development Ltd., private company
number 514983196 having its place of business at Tiomkin 16, Tel-Aviv 6578317, Israel (the “Company”), and Mr.
Allen Baharaff, I.D. No 059100818, residing at 7 Hayutman Street, Tel-Aviv, Israel (the “Executive”).


 


 


		WHEREAS,	the Company and the Executive have entered into the Employment Agreement; and



 


 


		WHEREAS,	the Employment Agreement includes certain provisions which the parties mutually wish to amend as
set forth herein.



 


NOW, THEREFORE, the parties hereto agree
to amend the Employment Agreement as follows:


 


		1.	Monthly Salary





 


Section 6 of
Annex A of the Employment Agreement shall be replaced in its entirety by the following:


 


“NIS
115,500” 


 


As of the Effective
Date, any references in the Employment Agreement to the terms “Monthly Salary”, shall refer to the amount set forth
in this Section.


 


		2.	Special Bonus





 


Section 17 of
Annex A shall be added to the Employment Agreement as follows:


 


"Execution
of a Strategic Agreement Bonus


 


Upon an Execution
of a Strategic Agreement, as defined below, and subject to the full discretion of the Company's board of directors, the Executive
shall be entitled to a compensation of up to 12 time the Monthly Salary. 


 


"Strategic
Agreement" – a license agreement or any other strategic agreement (i.e. research and development, manufacture, distribution,
etc.) for US, Europe, Japan or China.


 


Fund Raising
Bonus


 


Upon the completion
of financing (excluding from a Strategic Agreement) of USD8M to USD10M, and subject to the full discretion of the Company's board
of directors, the Executive shall be entitled to a compensation of up to 10 times the Monthly Salary. 


 




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Upon the completion
of financing (excluding from a Strategic Agreement) of USD10M or more, and subject to the full discretion of the Company's board
of directors, the Executive shall be entitled to a compensation of up to 12 times the Monthly Salary. 


 


It is hereby
clarified that the Executive shall not be entitled to any social contributions or other benefits regarding any of the compensations
specified under this section." 


 


The execution
of the Strategic Agreement Bonus and the Fund Raising Bonus shall be independent of one another and the Executive may be entitled
to both compensations in the same calendar year. 


 


		3.	Change of Control Event





 


Section 18 of
Annex A shall be added to the Employment Agreement as follows:


 


"Upon a
Change of Control Event, as defined below, and subject to the full discretion of the Company's board of directors, the Executive
shall be entitled to a compensation of up to 12 times the Monthly Salary.


 


(i) In
the event that Company’s options are cashed-out upon a Change of Control Event, all unvested options granted to the Executive
will vest immediately prior to the consummation of the Change of Control Event;


 


(ii) if
upon a Change of Control Event (a) the Executive's employment as CEO of the Company or the surviving entity is terminated within
twelve months as of the Change of Control Event, and (b) options are replaced for new options of the surviving entity as part of
the Change of Control Event with a vesting schedule and terms identical to the replaced options (the “Replacement Options”),
then (x) all unvested Replacement Options granted to the Executive will vest immediately prior to the termination of the Executive’s
employment, and (y) the Executive’s Replacement Options will be exercisable until the earlier of (a) two years from the Executive's
termination of Employment, and (b) expiration of the Replacement Options.


 


It is hereby
clarified that the Executive shall not be entitled to any social contributions or other benefits regarding any of the compensations
specified under this section.


 


The grant of
a Change of Control compensation as detailed in this section 18 shall be independent of the execution of any bonus under section
17 and the Executive may be entitled to both compensations in the same calendar year.


 


"Change
of Control Event" – (a) the acquisition of the Company by another entity or individual or group of individuals
by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, share
purchase or consolidation), unless the Company’s shareholders of record as constituted immediately prior to any such transaction
will, immediately after such transaction (by virtue of securities issued as consideration for the Company’s share capital,
assets or otherwise) hold more than 50% of the voting power of the surviving or acquiring entity; or (b) a sale of all or substantially
all of the assets of the Company."


 


		4.	Term of Employment.





 


Section 5b. of
Annex A of the Employment Agreement shall be amended as follows:


 


“This
Agreement is made for an undefined term and it may be terminated by entire party, by giving the other party 6 months prior written
notice.” 


 




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		5.	Remuneration for Executive's Non-Compete Undertaking.





 


Sections 13a.
and 13b. of Annex A of the Employment Agreement shall be amended as follows:


 


	a.		"The Executive hereby undertakes, for a period of 12 months after the termination
of his employment by either the Company or the Executive (meaning from the date on which the employer-employee relationship with
Company ends), not to engage, directly or indirectly, in any business, position, work or any other engagement that directly competes
with the business of the Company or any company in the Galmed Group, unless he receives the Company’s prior written approval.



 


	b.		At any event of termination of the employment of the Executive by either the Company
or the Executive, for any reason (however excluding termination for Cause), the Executive shall be entitled to a payment of 12
times the gross Monthly Salary, in effect at such time, to be paid in 12 equal monthly installments, in exchange for the Executive’s
undertaking not to compete with the Company, as further detailed in the NDA and any other non-compete obligations undertaken by
the Executive and subject to compliance therewith (the “Non-Compete Remuneration”). Notwithstanding the foregoing,
in the event that the Executive materially breaches any provision of this Section, the payment of the Non-Compete Remuneration
shall immediately cease, and the Company shall be entitled to reclaim any amounts already paid in accordance therewith, and the
Company shall have no further obligations to the Executive with respect thereto, without derogating from any other rights or remedies
available to the Company pursuant to the Agreement or applicable law in respect of such breach."



 


		6.	Equity.





 


Sections 19 of
Annex A to the Employment Agreement shall be added as follows:


 





	 	 	"Unless in case of resignation by the Executive, other than a resignation for a Good Reason Event, as defined below, or termination for Cause, as defined in Section 3.4 to this Agreement: (i) unvested options will vest upon termination; and (ii) unexercised options granted to the Executive may be exercised until the earlier of (a) two years from the termination, and (b) expiration of the options.
	 	 	 
	 	 	"Good Reason Event" means: any of the following events, provided that the event is effected by the Company without the written consent of the Executive: (A) a material reduction or adverse change in the Executive’s authority, duties or responsibilities; (B) a reduction in the Executive’s Monthly Salary, other than a reduction of no more than 10% of his then current Monthly Salary as part of an across the board reduction in all salaries for employees of the Company; (C) a material breach by the Company of the Executive‘s employment agreement or any other agreements pertaining directly to the Executive’s compensation or employment or (D) death, disability or sever illness.





		7.	Manager's Insurance/Pension Plan.





 


Section 7 of
Annex A to the Employment Agreement shall be replaced in its entirty, as follows:


 


	a.		"The Company and the Executive will obtain and/or continue to maintain Managers
Insurance and/or Pension Fund according to the Executive’s choice (“Pension Insurance”). The contribution
to the Pension Insurance shall be as follows: (i) the Company shall contribute an amount equal to 6.5% of the Monthly Salary payment
for premium payments (the “Company Contribution”) and an additional 8.33% of the Monthly Salary payment for
severance payments; and (ii) the Executive shall contribute 6% of the Monthly Salary payment toward the premiums payable in respect
of a Pension Insurance.



 




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	b.		The Executive hereby instructs the Company to transfer to the Pension Insurance
the amounts of the Executive’s and the Company’s contributions from each Monthly Salary payment, on account of the
Pension Insurance.



 


	c.		In the event the Executive elects to obtain Managers Insurance, the Company Contribution
shall include payments toward a Disability Insurance which shall not exceed 3.5% of the Monthly Salary, to cover 75% of the Executive's
Monthly Salary (“Ovdan Kosher Avoda”), which may be included within the Managers Insurance Policy, for the exclusive
benefit of the Executive, provided that the Company’s contribution towards premium payments shall not be less than 5%. For
the removal of any doubt, it is hereby clarified that the Company Contribution together with any payments towards Disability Insurance
shall not exceed 8.5% of the Executive's Monthly Salary.



 


		8.	Survival of Provisions.





 


Except as otherwise
amended and modified hereby, which amendments shall have effect on the entire Employment Agreement, the provisions of the Employment
Agreement shall remain in full force and effect.


 


		9.	General.





 


	      9.1.		Executive hereby acknowledges that he is aware that this Amendment shall take effect
as of the Effective Date.



 


	9.2.		This Amendment shall be deemed to all intents and purposes as an integral part of
the Employment Agreement. Executive acknowledges that he has read and fully understood all the provisions of this Amendment and
that the signing of this Amendment was made at Executive's own free will.



 


IN WITNESS WHEREOF, the
parties have executed this Amendment as of the Effective Date.


 


	 	/s/ Tali Yaron Eldar		/s/ Allen Baharaff	 
	 	Galmed Research and 

Development Ltd.	 	Allen Baharaff	 
	 	 	 	 	 
	By:	 Tali Yaron Eldar	 	 	 
	Title:	Director	 	 	 


 




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