Exhibit 10.10


 


	To:	 
	Galmed Medical
    Research Ltd.	December 18th,
    2011
	(the “Company”)	 


 


Re:          Confirmation
& Release


 


Whereas,
the late Prof. Tuvia Gilat ("Tuvia") was employed by the Company from January 1st
2001; and


 


Whereas,
the employment relations between Tuvia and the Company were severed prematurely on December 31, 2010 due to the unfortunate illness
and subsequent death of Tuvia; and


 


Whereas,
subject to our execution of this letter of confirmation & release (“Letter of Confirmation”) and compliance
with its terms, the Company has agreed to pay us, Tuvia's spouse and children (comprising, along with Allen Baharaff, all of the
beneficiaries under Tuvia’s last will and testament), the amount described below;


 


Now
therefore we, the undersigned, (1) Beatrice Gilat, holder of I.D. No. 69369452; (2) Jacob Gilat, holder of I.D. No. 022522403;
(3) Roni Gilat-Baharaff holder of I.D. No. 023691538, and (4) Michael Gilat holder of I.D. No. 033388547, hereby confirm and irrevocably
declare and undertake to the Company as follows:


 


		1.	The
                                         Company will pay us a special payment equal to the gross amount of US $263,200 (the
                                         "Settlement Amount"),
                                         to cover all of
                                         Tuvia's entitlements under any law with respect to Tuvia's employment with the Company
                                         and the termination thereof. The Settlement Amount will be paid out of the annual net
                                         profits of Galmed Holdings Inc. (or its successor, as applicable) until amortized in
                                         full, it being understood that the Company will not distribute any dividends as long
                                         as any portion of the Settlement Amount remains outstanding.



 


The
Settlement Amount shall bear compound annual interest at the rate of 12-month Dollar LIBOR (as of the date hereof) plus 1%, effective
retroactively from October 1st, 2011.


 


The
Settlement Amount shall be paid in NIS according to the US$ representative exchange rate published by the Bank of Israel on the
last business day prior to payment.


 


		2.	The
                                         receipt of the Settlement Amount shall constitute full and final settlement of everything
                                         owed to Tuvia by the Company, its affiliates, successors or anyone on its behalf (together
                                         the "Galmed Group")
                                         including with
                                         respect to salary, overtime, severance pay, sick leave, annual leave, redemption of annual
                                         leave, travel expenses, car, recuperation pay, prior notice, payment in lieu of prior
                                         notice, commissions, incentives, bonuses, social contributions of all kinds, stock, options,
                                         warranties, benefit plans or programs and every other payment or social benefit whatsoever
                                         connected to or arising out of Tuvia's employment with the Company or cessation thereof.
                                         A summary of all such entitlements, as recorded on the Company's books, is set out in
                                         Appendix A.



 


		3.	We
                                         hereby confirm that upon receipt of the Settlement Amount, neither us nor anyone on Tuvia's
                                         behalf or on our behalf will have any claim or demand of any kind whatsoever against
                                         the Company or any member of the Galmed Group, their directors, officers, employees,
                                         agents, shareholders, partners, predecessors, successors, affiliates and assigns connected
                                         to or arising out of Tuvia's employment with the Company or the cessation thereof (the
                                         "Claims").



 




    	 



    	 



    

 


		4.	We
                                         hereby confirm that this Letter of Confirmation is also a letter of acknowledgement and
                                         settlement for severance pay in accordance with section 29 of the Severance Pay Law,
                                         1963.



 


		5.	All
                                         payments and benefits referred to herein are gross amounts and the Company will deduct
                                         from such payments all taxes, social security, health insurance and all other deductions,
                                         which are mandatory under applicable law.



 


		6.	We
                                         acknowledge that the undertakings contained in this Letter of Confirmation are irrevocable
                                         and the Company shall be relying upon our undertakings.



 


		7.	We
                                         agree to indemnify each member of the Galmed Group against any claims, awards of compensation
                                         or other remedy arising from or in relation to any Claims made by us or on our behalf
                                         or on Tuvia's behalf or by Tuvia’s heirs, against that member of the Galmed Group,
                                         including any costs of (or associated with) the defense of any such Claims or the enforcement
                                         of this Letter of Confirmation in relation to such Claims.



 


		8.	We
                                         hereby declare that we are fully aware of our rights and of Tuvia's rights according
                                         to law and that this Letter of Confirmation is signed by us of our own free will after
                                         having reviewed all the accounts with the Company and after having investigated all our
                                         rights against the Company and after having been given the opportunity to consult with
                                         any person of our choosing.



 


		9.	This
                                         Letter of Confirmation cancels and replaces the Letter of Confirmation dated November
                                         25th 2011 relating to the same subject matter.



 


	/s/
    Beatrice Gilat	 	/s/
    Jacob Gilat
	Beatrice Gilat	 	Jacob Gilat
	 	 	 
	/s/
    Roni Gilat-Baharaff	 	/s/
    Michael Gilat
	Roni Gilat-Baharaff	 	Michael Gilat


 


I,
the undersigned, Allen Baharaff, as an additional beneficiary under the last will and testament of Prof. Tuvia Gilat, hereby accede
and accept the terms of this Letter of Confirmation:


 


	/s/
    Allen Baharaff	 	 
	Allen Baharaff