Exhibit 10.7


 


 


 





 


Memorandum
of Understanding


Between


Galmed
Pharmaceuticals and Zora Biosciences


 


 


Pursuant
to discussions held between our companies. Galmed Pharmaceuticals (hereinafter “Galmed”) and Zora Biosciences
(hereinafter “Zora”) agree to explore opportunities to collaborate in the field of lipidomic profiling.


 


Galmed
develops innovative, proprietary drugs (fatty acid bile-acid conjugates) for the treatment of cholesterol and liver diseases.
The most advanced compound in the series is Aramchol (arachidyl amido cholanoic acid), which is currently in clinical studies.


 


Zora develops lipid-based biomarkers for diagnostic industry and provides lipidomic services for pharmaceutical research.


 


Therefore,
this Memorandum of Understanding aims at setting forth the general terms and conditions upon which Galmed and Zora are prepared
to enter in further collaboration agreement.


 


-Scope
of the study:


		o	Develop
                                         a NASH disease clinical diagnostic tool which IP will be owned by Zora



		o	Develop
                                         a clinical diagnostic tool for patients on Aramchol treatment (companion diagnostic)
                                         which IP will be owned by Galmed .



 


- Overview:


		o	Galmed
                                         intends to initiate a multi centre multi nation phase IIb study aiming to evaluate the
                                         Efficacy and Safety of Aramchol Versus Placebo in Patients With Non-Alcoholic Steatohepatitis
                                         (“NASH”).



		o	Galmed
                                         will collect liver tissue samples from biopsies and serum samples from patients enrolled
                                         in the Israeli based centers in the study, according to specifications which will be
                                         provided by Zora, at baseline and at the end of the phase IIb study. Zora will perform
                                         lipidomic profiling analysis based on the tissue and serum samples taken from the patients.



 


- Contribution
of parties:


		o	Galmed
                                         will perform and provide access to biopsy and serum samples from the phase IIb patients
                                         (patients screened and enrolled in Israel to the study) and will provide patients clinical data (including liver biopsy results and MRI results).



		o	Zora
                                         will provide sampling methods and will perform lipidomic profiling to generate molecular
                                         lipid quantification data (“lipidomic data”).



		o	The lipidomic
                                         analyses will be executed with a Fee-for-service principle. In case patentable IP is
                                         generated for Zora, 40 % of the fees shall be compensated to Galmed.



 


- Expected
results/outcomes:


		o	From
                                         Lipidomic data generated throughout the collaboration, the parties expect a) to develop
                                         a NASH disease clinical diagnostic tool and generate Lipidomic profiles correlated with disease progression of patients which IP will be owned by Zora. b) Develop a clinical diagnostic tool for patients on Aramchol treatment (companion diagnostic) which
                                         IP will be owned by Galmed.



 






    	 



    	 



    

 


- Exploitation
of data and results


		o	Each
                                         parties remains sole owner of their background IP.



		o	Galmed
                                         will be sole owner of clinical data generated throughout the collaboration. Galmed will
                                         grant Zora a free license for using clinical data associated to patients in the frame
                                         only for developing biomarkers and related diagnostic in the field of NASH.



		o	Zora
                                         will grant Galmed for a free license to use Lipidomic data generated throughout the study
                                         only for developing a clinical diagnostic tool for patients on Aramchol treatment.



		o	Upon
                                         successful completion of the phase IIB study, Zora will grant Galmed for a right of first
                                         discussion to enter business transaction regarding commercial exploitation of Zora’s
                                         proprietary NASH disease clinical diagnostic tool based upon the data generated during
                                         the collaboration.



		o	Rights
                                         for mutual publications.



 


 


The
principles of the project and detailed arrangements will be set forth in a definitive agreement between the parties.