Item 1.01 Entry into a Material Definitive Agreement.

On February 1, 2013, Galectin Therapeutics Inc. (the "Company) entered into an Amended and Restated Master Services Agreement (the "Agreement") with CTI Clinical Trial Services, Inc. and CTI Clinical Consulting Services, Inc. (individually and collectively, "CTI"), whereby CTI will assist the Company in the design, development and conduct of one or more clinical research studies from time to time. All work performed by CTI for the Company will be conducted pursuant to the terms of work orders that describe the specific obligations undertaken by CTI with respect to any particular clinical research study sponsored or conducted by the Company. Unless otherwise terminated sooner in accordance with the terms of the Agreement, the Agreement will be effective until January 31, 2018.

On February 1, 2013, the Company entered into a work order (the "Work Order") with CTI in accordance with the terms of the Agreement. The Work Order provides that CTI will provide services with respect to the Company's Phase I Clinical Trial to evaluate the safety of the Company's drug GR-MD-02 in subjects with Non-Alcoholic Steatohepatitis ("NASH") with advanced hepatic fibrosis. CTI will provide the following services, amongst others, with respect to the Work Order:

· reviewing and providing notices regarding IND safety reports,

· selecting investigators and monitors for the study,

· informing investigators of new observations,

· monitoring the progress of the study and reviewing ongoing investigations,

· keeping certain records,

· inspecting the Company's records and reports, and

· disposing of any unused supply of the investigational drug.

The Work Order provides for CTI's anticipated involvement in the study from February 1, 2013 until March 31, 2014. The estimated budget for the Work Order is $2,155,440, which is subject to change as necessary, with upfront startup costs of approximately $384,000 and the remaining majority of the payments made either on a monthly basis throughout the term of the project as the work is performed or with specific costs billed as incurred.

The Agreement or any work order may be terminated for any reason by any party upon ninety (90) days prior written notice to the other party. In addition, the Agreement may be terminated by either party immediately if the other party becomes insolvent, is dissolved or liquidated, makes a general assignment for the benefit of its creditors, files or has filed against it (and does not obtain a dismissal within ninety (90) days) a petition of bankruptcy, or has a receiver appointed for it or a substantial part of its assets, among other reasons. Further, the Agreement or any relevant work order may be terminated immediately by written notice from the Company, in the following circumstances:

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(1) The FDA withdraws authorization and approval to conduct a study; or

(2) The Company reasonably determines that for medical, clinical or patient safety reasons, a study should terminate immediately.

In addition, either party may terminate the Agreement or any work order for material breach upon thirty (30) days' written notice specifying the nature of the breach, if such breach has not been substantially cured within the thirty
(30) day period.

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