**Exhibit
      10.2**





**EMPLOYMENT
      AGREEMENT**





This
      Agreement by and between **Keryx
      Biopharmaceuticals, Inc.** ("Keryx"), a Delaware corporation having an address at 750 Lexington Avenue,
      New
      York, New York 10022, and **Beth
      F. Levine** ,
      an
      individual residing at 40 Dalmeny Road, Briarcliff Manor, NY 10510
      (“Levine”).





WITNESSETH:





WHEREAS,
      the Corporation desires to employ Levine and Levine desires to be employed
      by
      the Corporation as Senior Vice President, General Counsel, Chief Compliance
      Officer and Secretary of Keryx, all pursuant to the terms and conditions
      hereinafter set forth;





NOW
      THEREFORE, in consideration of the foregoing and the mutual promises and
      covenants herein contained, it is agreed as follows:





1.
            EMPLOYMENT
                DUTIES





Keryx
      hereby engages and employs Levine, and Levine accepts engagement and employment,
      as Senior Vice President, General Counsel, Chief Compliance Officer and
      Secretary of Keryx, to direct, supervise and have responsibilities for the
      legal, compliance and human resource matters of Keryx and for any other
      appropriate areas and tasks which may be assigned to her including, without
      limitation those associated with her role as corporate secretary. Levine will
      devote her entire business time, energy, abilities and experience to the
      performance of her duties, effectively and in good faith. Further, during the
      Term, Levine shall not render services as an employee, consultant or otherwise,
      whether or not during regular business hours, for pay to any other party other
      than the Corporation without the written permission of the Chief Executive
      Officer. Levine acknowledges and agrees that the performance by Levine of her
      duties hereunder may require significant domestic and international travel
      by
      Levine.




2.
            TERM





This
      Agreement shall commence on April 18, 2007 (the “Effective Date”) and shall
      continue unless sooner terminated as hereinafter provided in Paragraph 8 (the
      “Term”).




3.
            COMPENSATION





(a)  As
      compensation for the performance of her duties on behalf of Keryx, Levine shall
      be compensated as follows:





(i)  ***Base
      Salary and Annual Increases.*** ** Levine
      shall receive an annual gross base salary of three hundred thousand dollars
      ($300,000) per year (the “Base Salary”) payable in accordance with the
      Corporation’s payroll policies and subject to standard payroll deductions and
      withholdings; provided that Levine’s Base Salary may be increased annually in
      accordance with corporate policy.




(ii)  ***Bonus.*** Levine
      shall be eligible to earn an annual performance bonus of up to 50% of the Base
      Salary (the “Annual Cash Incentive Pay” or “ACIP”) based on annual target
      performance objectives to be agreed upon by the Corporation’s Chief Executive
      Officer (the “CEO”), and Levine not later than the end of the first quarter of
      the fiscal year for which the ACIP shall be applicable, except for the annual
      target performance objectives in the first year of this agreement, which shall
      be agreed upon on or before May 30. The primary performance measures for Levine
      shall be the Corporate goals and objectives approved by the Compensation
      Committee at the beginning of each fiscal year. Each year, the CEO will evaluate
      the performance of Levine and recommend to the Compensation Committee a personal
      evaluation measure which may decrease the ACIP or increase by the way of a
      special performance bonus recommendation. ACIP and bonuses are paid in
      accordance with the Corporations bonus policy (typically in March of the year
      following the year in which the bonus is earned) and Levine must be an employee
      of the Corporation when the bonus is paid to be entitled to receive a bonus.
      In
      2007, Levine will be eligible for up to the full potential bonus.








(iii)  ***Options.*** Pursuant
      to the General Counsel Incentive Plan (the “GC Plan”), Levine shall receive
      options (the “Options”) to purchase shares of common stock of the Corporation as
      outlined on Exhibit B. From time to time, at the discretion of the Board of
      Directors, Levine may be eligible for additional stock option grants, including,
      without limitation, on annual basis Levine shall be eligible for additional
      stock option grants of up to 25% of Levine’s initial Options as set forth in
      Exhibit B based on the achievement of annual target performance objectives
      as
      set forth in 3(a)(ii) above.  Notwithstanding anything to the contrary, the Options described in Exhibit
      B
      will all accelerate and vest upon your termination without Cause, your
      resignation for a Good Reason or in the event of a Change in Control (as those
      terms are defined herein and in Exhibit A). Additionally, regardless of such
      termination, your stock Options shall remain exercisable until the earlier
      of:
      (i) 2 years following such termination and (ii) for the full term of such
      Options. Such vesting and extension of exercisability provisions shall be
      conditioned on the execution by Levine of a waiver and release of claims
      substantially in the form set forth in Attachment B, attached
      hereto.





(iv)  ***Restricted
      Stock.*** ****** Levine
      shall receive 15,000 restricted shares (the “Restricted Shares”) of common stock
      of the Corporation granted under, and pursuant to the terms and conditions
      of,
      the Company’s 2004 Long-Term Incentive Plan. The Restricted Shares shall vest
      one-third (1/3) on the second anniversary, one-third (1/3) on the third
      anniversary and one -third (1/3) on the fourth anniversary of the Effective
      Date, assuming Levine is an employee on such date. Notwithstanding anything
      to
      the contrary, the Restricted Shares will all accelerate and vest upon your
      termination without Cause, your resignation for a Good Reason or in the event
      of
      a Change in Control (as those terms are defined herein and in Exhibit A). Such
      vesting provisions shall be conditioned on the execution by Levine of a waiver
      and release of claims substantially in the form set forth in Attachment B,
      attached hereto.








(b)  ***Expenses*** **.** Keryx
      shall reimburse Levine for all normal, usual and necessary expenses incurred
      by
      Levine in furtherance of the business and affairs of Keryx, including travel
      and
      entertainment and professional fees associated with your maintaining your legal
      credentials (e.g. registration fees, bar association fees and CLE costs),
      against receipt by Keryx of appropriate vouchers or other proof of Levine's
      expenditures and otherwise in accordance with such Expense Reimbursement Policy
      as may from time to time be adopted by the Board of Directors of
      Keryx.





(c)  ***Annual
      Leave and Holidays.*** ** Levine
      shall be entitled to twenty (20) business days of leave per calendar year.
      Any
      leave not taken in a particular calendar year will be forfeited and not carried
      forward into the next calendar year. In addition, Levine shall be entitled
      to
      those holidays set forth, from time to time, by the Company.





2


(d)  ***Employee
      Benefits.*** ** During
      the Term of her employment, Levine shall be entitled to participate in all
      employee and fringe benefit plans and programs generally offered to other
      members of the Corporation’s management who are similarly situated, including,
      without limitation, any pension, profit sharing, incentive, retirement,
      insurance, health and disability benefits and plans, to the extent that Levine
      is eligible under and subject to the provisions of such plans. The Corporation
      reserves its right to modify or terminate any of its employee and fringe benefit
      plans and programs at any time.







4.
            REPRESENTATIONS
                AND WARRANTIES BY LEVINE AND
                KERYX





(a)  Levine
      hereby represents and warrants to Keryx as follows:





(i)  Neither
      the execution and delivery of this Agreement nor the performance by Levine
      of
      her duties and other obligations hereunder violate any statute, law,
      determination or award, or conflict with or constitute a default under (whether
      immediately, upon the giving of notice or lapse of time or both) any prior
      employment agreement, contract, or other instrument to which Levine is a party
      or by which she is bound.





(ii)  Levine
      has the full right, power and legal capacity to enter and deliver this Agreement
      and to perform her duties and other obligations hereunder. This Agreement
      constitutes the legal, valid and binding obligation of Levine enforceable
      against her in accordance with its terms. No approvals or consents of any
      persons or entities are required for Levine to execute and deliver this
      Agreement or perform her duties and other obligations hereunder.





(b)  Keryx
      hereby represents and warrants to Levine as follows:





(i)  Keryx
      is
      duly organized, validly existing and in good standing under the laws of the
      State of Delaware, with all requisite corporate power and authority to own
      its
      properties and conduct its business in the manner presently
      conducted.





(ii)  Keryx
      has
      the full power and authority to enter into this Agreement and to incur and
      perform its obligations hereunder.





(iii)  The
      execution, delivery and performance by Keryx of this Agreement does not conflict
      with or result in a material breach or violation of or constitute a material
      default under (whether immediately, or upon the giving of notice or lapse of
      time or both) the certificate of incorporation or by-laws of Keryx, or any
      agreement or instrument to which Keryx is a party or by which Keryx or any
      of
      its properties may be bound or affected.





5.
            CONFIDENTIAL
                INFORMATION





Levine
      agrees to sign and comply with the Corporation’s Proprietary Information and
      Inventions Agreement, annexed hereto as Attachment A.





6.
            NON-COMPETITION





(a)  Levine
      understands and recognizes that her services to Keryx are special and unique
      and
      agrees that, during the Term, and for a period of 12 months from the date of
      termination of her employment hereunder, she shall not in any manner, directly
      or indirectly, on behalf of herself or any person, firm, partnership, joint
      venture, corporation or other business entity ("Person"), enter into or engage
      in any business “Directly Competitive” with Keryx's business, either as an
      individual for her own account, or as a partner, joint venturer, treasurer,
      agent, consultant, salesperson, employee, officer, director or shareholder
      of a
      Person operating or intending to operate within the area that Keryx is, at
      the
      date of termination, conducting its business (the "Restricted Businesses")
      without the prior written consent of Keryx; provided, however, that nothing
      herein will preclude Levine from holding one percent (1%) or less of the stock
      of any publicly traded corporation. For a business to be Directly Competitive,
      it would have to be developing a drug in the same class and for the same
      indication as the drugs under development at that the end of the Term. For
      example, a company developing a GAG for Diabetic Nephropathy would be considered
      Directly Competitive by this clause, however, a company developing a GAG for
      another disease or developing a drug other than a GAG for Diabetic Nephropathy
      would not be deemed Directly Competitive.





3


(b)  In
      the
      event that Levine breaches any provisions of this Section 6 or there is a
      threatened breach, then, in addition to any other rights which Keryx may have,
      Keryx shall be entitled, without the posting of a bond or other security, to
      injunctive relief to enforce the restrictions contained herein. In the event
      that an actual proceeding is brought in equity to enforce the provisions of
      this
      Section 6, Levine shall not argue as a defense that there is an adequate remedy
      at law nor shall Keryx be prevented from seeking any other remedies that may
      be
      available.





7.
            NON-SOLICITATION
                AND NON-INTERFERENCE





During
      the Term, and for 12 months thereafter, Levine shall not, directly or
      indirectly, without the prior written consent of Keryx:





(a)  solicit
      or induce any employee of Keryx or any subsidiary, parent, affiliate or
      successor (“Affiliate”) of Keryx to leave the employ of Keryx or any Affiliate
      or hire for any purpose any employee of Keryx or any Affiliate or any employee
      who has left the employment of Keryx or any Affiliate within six months of
      the
      termination of said employee's employment with Keryx; or





(b)  interfere
      with or disrupt or attempt to disrupt Keryx's or its Affiliates’ business
      relationship with any of their partners, service providers, clients, customers
      and/or suppliers.





8.
            TERMINATION





(a)  Either
      party may terminate Levine’s employment with the Corporation any time upon
      ninety (90) days’ notice, provided, however that if such termination occurs
      without Cause or for Good Reason in the first twelve (12) months following
      the
      Effective Date, the Corporation shall pay Levine her full salary and
      reimbursement of the cost of COBRA to maintain health benefits (excluding bonus)
      until the first anniversary of the Effective Date, as a lump-sum payment within
      30 days of such termination. The Corporation shall have the right, in its sole
      discretion, to require Levine to continue working for the Corporation during
      the
      notice period.





(b)  If
      Levine’s employment is terminated without Cause or Levine terminates for Good
      Reason in anticipation of or within 12 months following a Qualified Change
      in
      Control then Levine shall be entitled to a lump-sum payment equal to: (i) one
      (1) year's Base Salary; plus (ii) any earned and unpaid bonus as of the date
      of
      termination, payable
      within 30-days of such termination.




4


(c)  Such
      payment, contained in 8(b), shall be conditioned on the execution by Levine
      of a
      waiver and release of claims substantially in the form set forth in Attachment
      B, attached hereto




(d)  In
      the
      event Levine’s employment is terminated by her death or disability, she shall be
      entitled to continue to receive her base salary for three (3) months following
      her last day of actual employment by the Corporation. (For purposes of this
      section, “disability” shall be deemed to have occurred if Levine is unable, due
      to any physical or mental disease or condition, to perform her normal duties
      of
      employment for 120 consecutive days or 180 days in any twelve-month period.)
      In
      addition, the Board of Directors shall take the necessary steps so that the
      period during which the Employee shall be permitted to exercise such Options
      shall be extended to the earlier of: (A) two (2) years from the effective date
      of her termination and (B) the expiration date of such Options. Should the
      Employee’s employment be terminated as a result of her death, the benefits
      granted herein, shall be granted instead to her lawful heir or heirs. In either
      case (disability or death), extended exercise of the options will only be
      granted if Levine or, in the case of her death, her legal successor, together
      with her lawful heir or heirs, execute a waiver and release of claims
      substantially in the form set forth in Attachment B hereto.





(e)  “Cause.”
      Notwithstanding the foregoing, the Corporation may terminate Levine immediately
      and without prior notice (for “Cause’) in the following circumstances: (a) a
      material breach of Levine’s obligations and/or warranties pursuant to Sections
      4(a), 5, 6 and/or 7; (b) a material breach by Levine of any other provision
      of
      this Agreement, which is not cured by Levine within fifteen (15) days after
      receiving notice thereof from the Corporation containing a description of the
      breach or breaches alleged to have occurred; (c) the habitual neglect or gross
      failure by Levine to adequately perform the duties of her position, unless
      cured
      within 15 days after receiving notice thereof; (d) any act of moral turpitude
      or
      criminal action connected to her employment with the Corporation or her place
      of
      employment; or (e) Levine’s repetitive refusal to comply with or her violation
      of lawful instructions of the Chief Executive Officer or the Board of Directors,
      unless cured within 15 days after receiving notice thereof.





(f)   “Good
      Reason”. Notwithstanding the foregoing, Levine may resign for a “Good Reason”
within 90 days of the occurrence of one of the following circumstances in the
      following circumstances: (A) a material diminution in her duties, or the
      assignment to her of duties materially inconsistent with her authority,
      responsibilities and reporting requirements as set forth in Section 1 of this
      Agreement; or (B) a material breach by the Corporation of its obligations to
      you
      under the terms of this Agreement .
      Anything hereinabove to the contrary notwithstanding, in the event you elect
      to
      terminate your employment for Good Reason, you agree to provide the Corporation
      with thirty (30) days prior written notice of your intent to leave the
      Corporation and the alleged condition or breach constituting Good Reason. In
      the
      event the Corporation cures such condition or breach within thirty (30) days
      following receipt of such notice, any such termination based on such alleged
      breach or condition shall not be considered a termination by you for Good
      Reason.





(g)  In
      the
      event that Levine’s employment has been terminated for Cause by the Corporation
      or without Good Reason by Levine, then Levine shall not be entitled to receive
      any of the benefits set forth in Section 8(a) above.





9.
            INDEMNIFICATION





The
      Corporation shall take whatever steps are necessary to establish a policy of
      indemnifying its officers, including, but not limited to Levine, for all actions
      taken in good faith in pursuit of their duties and obligations to the
      Corporation. Such steps shall include, but shall not necessarily be limited
      to,
      the obtaining of an appropriate level of Directors and Officers Liability
      coverage.





5


10.
            NOTICES





Any
      notice or other communication under this Agreement shall be in writing and
      shall
      be deemed to have been given when delivered personally against receipt thereof;
      two (2) business days after being sent by Federal Express or similar
      internationally recognized courier service; or seven (7) business days after
      being mailed registered or certified mail, postage prepaid, return receipt
      requested, to either party at the address set forth above, and to:





Beth
      Levine


40
      Dalmeny Road


Briarcliff
      Manor, NY 10510





or
      to
      such other address as such party shall give by notice hereunder to the other
      party.





11.
            SEVERABILITY
                OF PROVISIONS




If
      any
      provision of this Agreement shall be declared by a court of competent
      jurisdiction to be invalid, illegal or incapable of being enforced in whole
      or
      in part, the remaining conditions and provisions or portions thereof shall
      nevertheless remain in full force and effect and enforceable to the extent
      they
      are valid, legal and enforceable, and no provision shall be deemed dependent
      upon any other covenant or provision unless so expressed herein.





12.
            ENTIRE
                AGREEMENT; MODIFICATION





This
      Agreement contains the entire agreement of the parties relating to the subject
      matter hereof, and the parties hereto have made no agreements, representations
      or warranties relating to the subject matter of this Agreement that are not
      set
      forth herein. No modification of this Agreement shall be valid unless made
      in
      writing and signed by the parties hereto.





13.
            BINDING
                EFFECT





The
      rights, benefits, duties and obligations under this Agreement shall inure to,
      and be binding upon, Keryx, its successors and assigns, including in the event
      of a change of control of Keryx by way of a merger, acquisition of, or a
      majority investment in Keryx, and upon Levine and her legal representatives.
      This Agreement constitutes a personal service agreement, and the performance
      of
      Levine's obligations hereunder may not be transferred or assigned by Levine.





14.
            NON-WAIVER





The
      failure of either party to insist upon the strict performance of any of the
      terms, conditions and provisions of this Agreement shall not be construed as
      a
      waiver or relinquishment of future compliance therewith, and said terms,
      conditions and provisions shall remain in full force and effect. No waiver
      of
      any term or condition of this Agreement on the part of either party shall be
      effective for any purpose whatsoever unless such waiver is in writing and signed
      by such party.





6


15.
            GOVERNING
                LAW





This
      Agreement shall be governed by, and construed and interpreted in accordance
      with, the laws of the State of New York without regard to principles of
      conflicts of law. Additionally, the prevailing party in any litigation shall
      be
      entitled to an additional award of its attorney fees, cost and
      expenses.





16.
            REMEDIES
                FOR BREACH





Levine
      understands and agrees that any breach of Sections 4(a) 5, 6 and/or 7 of this
      Agreement by her could cause irreparable damage to Keryx and to the Affiliates,
      and that monetary damages alone would not be adequate and, in the event of
      such
      breach, Keryx shall have, in addition to any and all remedies of law, the right
      to an injunction, specific performance or other equitable relief to prevent
      or
      redress the violation of Keryx's rights under such Sections.





17.
            HEADINGS





The
      headings of paragraphs are inserted for convenience and shall not affect any
      interpretation of this Agreement.





18.
            LEGAL
                REPRESENTATION





The
      Corporation shall reimburse Levine up to $7,500 for legal costs associated
      with
      the review and execution of this Agreement.





IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.







EMPLOYEE:
              
              By:/s/ Beth F.
                Levine
              Name:
                Beth F. Levine
              
              KERYX
                BIOPHARMACEUTICALS, INC.
              
              
              By:/s/ Michael S.
                Weiss
              Name:Michael
                S. Weiss
              Title:
                Chairman and Chief Executive
                Officer





7


**Exhibit
      A**





**Certain
      Definitions**





A
      “ **Change
      in Control** ,”
shall
      mean either: (i) a Merger (as defined below), except for a transaction the
      principal purpose of which is to change the State of incorporation, (ii) the
      sale, transfer or other disposition of all or substantially all of the assets
      of
      the Corporation; or (iii) any other corporate reorganization or business
      combination (including, but not limited to, a merger in which the Corporation
      is
      the surviving entity) in which more than fifty percent (50%) of the
      Corporation’s then outstanding voting stock is transferred to different holders
      in a single transaction or a series of related transactions.




A
      “ **Merger** ”
shall
      mean a merger or consolidation of the Corporation with any other corporation
      or
      entity, other than a merger or consolidation which would result in the voting
      securities of the Corporation outstanding immediately prior thereto continuing
      to represent (either by remaining outstanding or by being converted into voting
      securities of the surviving entity) more than fifty (50%) percent of the total
      voting power represented by the voting securities of the Corporation or such
      surviving entity outstanding immediately after such merger or
      consolidation.




A
      “ **Qualified
      Change in Control** ”
shall
      be a Change in Control which places a value on the Corporation of in excess
      of
      $1.5 billion.




8




Exhibit
      B









The
      Corporation will grant Levine options (the “Options”) to purchase a total of
      150,000 shares of the common stock of the Corporation (the “Initial Grant”) at
      an exercise price equal to the closing price of the Corporation’s Common Stock
      on Nasdaq on the date the grant is approved by the Compensation Committee (the
      “Exercise Price”), which options shall be exercisable, only after vesting, for a
      period of ten (10) years from the date of issuance. Levine's Options will be
      granted under the GC Plan (the "Plan") and will be subject to the terms and
      conditions thereof, including any stock option agreement entered into by Levine
      and the Corporation thereunder; provided, however, that if any provisions of
      this Agreement are inconsistent with the terms and conditions of the Plan and
      any such stock option agreement, the terms of this Agreement shall control.
      In
      accordance with the Plan, should any change be made to the Common Stock by
      reason of any stock split, stock dividend, extraordinary cash dividend,
      recapitalization, combination of shares, exchange of shares or other change
      affecting the outstanding Common Stock as a class without the Corporation’s
      receipt of consideration, appropriate adjustments shall be made to (A) the
      total
      number and/or class of securities subject to such options and (B) the Exercise
      Price in order to reflect such change and thereby preclude a dilution or
      enlargement under such options. The Initial Grant shall vest as follows
      (provided that Levine is employed as a service provider (as defined in the
      plan)
      on the date of vesting):









Months
                of Employment
            Number
                of Options Vested12
            37,50015
            9,37518
            9,37521
            9,37524
            9,37527
            9,37530
            9,37533
            9,37536
            9,37539
            9,37542
            9,37545
            9,37548
            9,375




9


**ATTACHMENT
      A**





**Proprietary
      Information and Inventions Agreement**





In
      consideration of my employment or continued employment by Keryx
      Biopharmaceuticals, Inc. (together with any subsidiary of Keryx
      Biopharmaceuticals, Inc., the “Company”), and the compensation now and hereafter
      paid to me, I hereby agree as follows:





**1.
      Recognition of Company’s Rights; Nondisclosure.** At all
      times during the term of my employment and thereafter, I will hold in strictest
      confidence and will not disclose, use, lecture upon or publish any of the
      Company’s Proprietary Information (defined below), except as such disclosure,
      use or publication may be required in connection with my work for the Company,
      or unless an officer of the Company expressly authorizes such in
      writing.





The
      term
“Proprietary Information” shall mean trade secrets, confidential knowledge, data
      or any other proprietary information of the Company. By way of illustration
      but
      not limitation, “Proprietary Information” includes (a) inventions, mask works,
      trade secrets, ideas, processes, formulas, source and object codes, data,
      programs, other works of authorship, know-how, improvements, discoveries,
      developments, designs and techniques (hereinafter collectively referred to
      as
“Inventions”); and (b) information regarding plans for research, development,
      new products, regulatory matters, marketing and selling, business plans, budgets
      and unpublished financial statements, licenses, prices and costs, suppliers
      and
      customers; and information regarding the skills and compensation of other
      employees of the Company. “Proprietary Information” shall not include anything
      which has become or shall become public except through my breach of this
      agreement.





**2.
      Third Party Information.** I
      understand, in addition, that the Company has received, and in the future will
      receive, from third parties confidential or proprietary information (“Third
      Party Information”) subject to a duty on the Company’s part to maintain the
      confidentiality of such information and to use it only for certain limited
      purposes. During the term of my employment and thereafter, I will hold Third
      Party Information in the strictest confidence and will not disclose to anyone
      (except in connection with my work for the Company), unless expressly authorized
      by an officer of the Company in writing. “Third Party Information” shall not
      include anything which has become or shall become public except through my
      breach of this agreement.





**3.
      Assignment of Inventions**





**3.1
      Assignment**





(a)
      I
      hereby assign to the Company all my right, title and interest in and to any
      and
      all Inventions and all patent rights, copyrights, mask work rights, trademarks,
      trade secret rights, all other rights throughout the world in connection
      therewith, and the goodwill associated with all of the foregoing (collectively,
      “Proprietary Rights”), whether or not patentable or registrable under patent,
      copyright, trademark or similar statutes, made or conceived or reduced to
      practice or learned by me, either alone or jointly with others, during the
      period of my employment with the Company. Inventions assigned to, or as directed
      by, the Company under this Paragraph 3 are hereinafter referred to as “Company
      Inventions”. I agree, upon request, to execute, verify and deliver assignments
      of the Proprietary Rights to the Company or its designee and I hereby appoint
      the Company my attorney-in-fact with respect to the Proprietary Rights for
      the
      purpose of effecting any or all of the Company’s rights to the Proprietary
      Rights.





10


**3.1
      Government** .
      I also
      agree to assign to or as directed by the Company all my right, title and
      interest in and to any and all Inventions, full title to which is required
      to be
      assigned to the United States of America by a contract between the Company
      and
      United States of America or any of its agencies.





**3.2
      Works for hire** .
      I
      acknowledge that all original works of authorship which are made by me (solely
      or jointly with others) within the scope of my employment and which are
      protectable by copyright are “works made for hire”, as that term is defined in
      the United States Copyright Act (17 U.S.C. Section 101).








**4.
      Enforcement of Proprietary Rights.** From
      time to time, I will assist the Company in every proper way to obtain and
      enforce United States and foreign Proprietary Rights relating to Company
      Inventions in any and all countries. My obligation to assist the Company with
      respect to Proprietary Rights relating to such Company Inventions in any and
      all
      countries shall continue beyond the termination of my employment, but the
      Company shall compensate me at a reasonable rate after my termination for the
      time and expenses actually spent by me at the Company’s request on such
      assistance.





I
      hereby
      waive and quitclaim to the Company any and all claims, of any nature whatsoever,
      which I now or may hereafter have for infringement of any Proprietary Rights
      assigned hereunder to the Company.





**5.
      Obligation to Keep Company Informed.** During
      the period of my employment, I will promptly disclose all Inventions to the
      Company fully and in writing and will hold such Inventions in trust for the
      sole
      right and benefit of the Company. In addition, after termination of my
      employment, I will promptly disclose all patent applications filed by me within
      a year after termination of employment with regard to Inventions.





**6.
      Prior Inventions** .
      Inventions, if any, patented or unpatented, which I made prior to the
      commencement of my employment with the Company are excluded from the scope
      of
      this Agreement. To preclude any possible uncertainty, I have set forth in
      Exhibit A attached hereto a complete list of all Inventions (i) that I have,
      alone or jointly with others, conceived, developed or reduced to practice or
      caused to be conceived, developed or reduced to practice prior to the
      commencement of my employment with the Company, (ii) that I consider to be
      my
      property or the property of third parties and (iii) that I wish to have excluded
      from the scope of this Agreement. If disclosure of any such Invention on Exhibit
      A would cause me to violate any prior confidentiality agreement, I understand
      that I am not to list such Inventions in Exhibit A but am to inform the Company
      that all such Inventions have not been listed for that reason.





**7.
      No Improper Use of Materials.** During
      my employment by the Company, I will not improperly use or disclose any
      confidential information or trade secrets, if any, of any former employer or
      any
      other person to whom I have an obligation of confidentiality, and I will not
      bring onto the premises of the Company any unpublished documents or any property
      belonging to any former employer or any other person to whom I have an
      obligation of confidentiality unless consented to in writing by that former
      employer or person.





**8.
      No Conflicting Obligation.** I
      represent that my performance of all the terms of this Agreement and my
      performance of my duties as an employee of the Company do not and will not
      breach any agreement to keep in confidence information acquired by me in
      confidence or in trust prior to my employment by the Company. I have not entered
      into, and I agree I will not enter into, any agreement either written or oral
      in
      conflict herewith.





11


**9.
      Return of Company Documents.** When I
      leave the employ of the Company, I will deliver to the Company any and all
      drawings, notes, memoranda, specifications, devices, formulas, molecules, cells,
      storage media, including software, documents and computer printouts, together
      with all copies thereof, and any other material containing or disclosing any
      Company Inventions, Third Party Information or Proprietary Information of the
      Company. I further agree that any property situated on the Company’s premises
      and owned by the Company, including disks and other storage media, filing
      cabinets or other work areas, is subject to inspection by Company personnel
      at
      any time with or without notice. Prior to leaving, I will cooperate with the
      Company in completing and signing the Company’s termination statement for
      technical and management personnel.





**10.
      Legal and Equitable Remedies.** Because
      my services are personal and unique and because I may have access to and may
      become acquainted with the Proprietary Information of the Company, the Company
      shall have the right to enforce this Agreement and any of its provisions by
      injunction, specific performance or other equitable relief, without bond,
      without prejudice to any other rights and remedies that the Company may have
      for
      a breach of this Agreement, and I waive the claim or defense that the Company
      has an adequate remedy at law. I shall not, in any action or proceeding to
      enforce any of the provisions of this Agreement, assert the claim or defense
      that such an adequate remedy at law exists.





**11.
      Notices.** Any
      notices required or permitted hereunder shall be given to me at the address
      specified below








Beth
      Levine


40
      Dalmeny Road


Briarcliff
      Manor, NY 10510








or
      at
      such other address as I shall specify in writing. Such notice shall be deemed
      given upon personal delivery to the appropriate address or if sent by certified
      or registered mail, three days after the date of mailing.





**12.**
            **General
                Provisions.**





**12.1
      Governing Law.** This
      Agreement is executed under seal and will be governed by and construed according
      to the laws of the State of New York.





**12.2
      Entire Agreement.** This
      Agreement is the final, complete and exclusive agreement of the parties with
      respect to the subject matter hereof and supersedes and merges all prior
      discussions between us. No modification or amendment of this Agreement, nor
      any
      waiver of any rights under this Agreement, will be effective unless in writing,
      signed by the party to be charged. Any subsequent change or changes in my
      duties, salary or compensation will not affect the validity or scope of this
      Agreement. As used in this Agreement, the period of my employment includes
      any
      time during which I may be retained by the Company as a consultant.





**12.3
      Severability.** If
      one or
      more of the provisions in this Agreement are deemed unenforceable by law, then
      the remaining provisions will continue in full forced and effect.





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**12.4
      Successors and Assigns.** This
      Agreement will be binding upon my heirs, executors, administrators and other
      legal representatives and will be for the benefit of the Company, its
      successors, and its assigns. I may not assign any of my rights, or delegate
      any
      of my obligations, under this Agreement.





**12.5
      Survival.** The
      provisions of this Agreement shall survive the termination of my employment
      and
      the assignment of this Agreement by the Company to any successor in interest
      or
      other assignee.





**12.6
      Employment.** I
      agree
      and understand that nothing in this Agreement shall confer on me any right
      with
      respect to continuation of my employment with the Company, or shall it interfere
      in any way with my right or the Company’s right to terminate my employment at
      any time, with or without cause.





**12.7
      Waiver.** No
      waiver
      by the Company of any breach of this Agreement shall be a waiver of any
      preceding or succeeding breach. No waiver by the Company of any right under
      this
      Agreement shall be construed as a wavier of any other right. The Company shall
      not be required to give notice to enforce strict adherence to all terms of
      this
      Agreement.





**12.8
      Counterparts.** This
      Agreement may be executed in counterparts, all of which together shall for
      all
      purposes constitute one Agreement, binding on each of the parties hereto
      notwithstanding that each such party shall not have signed the same
      counterpart.





**12.9
      Jurisdiction and Venue; Waiver of Jury Trial.** In
      case
      of any dispute hereunder, the parties will submit to the exclusive jurisdiction
      and venue of any court of competent jurisdiction sitting in New York County,
      New
      York, and will comply with all requirements necessary to give such court
      jurisdiction over the parties and the controversy. EACH PARTY HEREBY WAIVES
      ANY
      RIGHT TO A JURY TRIAL AND TO CLAIM OR RECOVER PUNITIVE DAMAGES.





**12.10
      Disclosure.** I
      shall
      disclose the existence and terms of this Agreement to any employer or other
      person that I may work for or be engaged by after the termination of my
      employment or engagement at the Company. I agree that the Company may, after
      notification to me, provide a copy of this Agreement to any business or
      enterprise (i) which I may directly or indirectly own, manage, operate, finance,
      join, control or participate in the ownership, management, operation, financing,
      or control of, or (ii) with which I may be connected with as an officer,
      director, employee, partner, principal, agent, representative, consultant or
      otherwise, or in connection with which I may use or permit my name to be used.
      I
      will provide the names and addresses of any of such persons or entities as
      the
      Company may from time to time reasonably request.





This
      Agreement shall be effective as of the first day of my employment with the
      Company, namely April 18, 2007.








**I
      UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING
      MY
      EMPLOYMENT, AND RESTRICTS MY RIGHTS TO DISCLOSE OR USE THE COMPANY’S
      CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO MY
      EMPLOYMENT.**





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**I
      HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.**











Signature:





/s/
      Beth F.
      Levine


Beth
      F.
      Levine


Date:
      April 26, 2006







ACCEPTED
      AND AGREED TO:


Keryx
      Biopharmaceuticals, Inc.





By: /s/
      Michael S.
      Weiss


Name:
      Michael S. Weiss


Title:
      Chairman and Chief Executive Officer




14


**ATTACHMENT
      B**





**Employee
      Agreement And Release**





Except
      for the consideration, compensation and benefits to which I am or may become
      entitled, including my right to indemnification, directors and officers
      insurance and any vested equity or equity that will vest as otherwise set forth
      in the Employment Agreement dated April 18, 2007, this Employee Agreement and
      Release (the "Agreement") between the undersigned and Keryx Biopharmaceuticals,
      Inc. (the "Corporation"), hereby releases, acquits and forever dischargesthe
      Corporation, its parents, affiliates and subsidiaries, and their officers,
      directors, agents, servants, employees, attorneys, shareholders, successors,
      assigns and affiliates, of and from any and all claims, liabilities, demands,
      causes of action, costs, expenses, attorneys fees, damages, indemnities and
      obligations of every kind and nature, in law, equity, or otherwise, known and
      unknown, suspected and unsuspected, disclosed and undisclosed, arising out
      of or
      in any way related to agreements, events, acts or conduct at any time prior
      to
      and including the execution date of this Agreement, including but not limited
      to: all such claims and demands directly or indirectly arising out of or in
      any
      way connected with my employment with the Corporation or the termination of
      that
      employment; claims or demands related to salary, bonuses, commissions, stock,
      stock options, or any other ownership interests in the Corporation, vacation
      pay, fringe benefits, expense reimbursements, severance pay, or any other form
      of compensation; claims pursuant to any federal, state or local law, statute,
      or
      cause of action including, but not limited to, Title VII of the Civil Rights
      Act
      of 1964, 42 U.S.C. § 2000e et
      seq . ,
      the Age
      Discrimination in Employment Act, 29 U.S.C. § 621 et
      seq . (“ADEA”), the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et  seq. ,
      and the
      New York Human Rights Law, N.Y. Exec. Law, Art. 15, § 290 et  seq .
      and the
      New York City Human Rights Law, N.Y.C. Admin. Code § 8-101 et  seq .,
      all as
      amended, and all claims arising out of the Fair Credit Reporting Act, 15 U.S.C.
      § 1681 et  seq . ,
      the
      Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et  seq . ;
      tort
      law; contract law; wrongful discharge; discrimination; harassment; retaliation;
      fraud; defamation; emotional distress; and breach of the implied covenants
      of
      good faith and fair dealing.





I
      acknowledge that I am knowingly and voluntarily waiving and releasing any rights
      I may have under ADEA. I also acknowledge that the consideration given for
      the
      waiver and release in the preceding paragraph hereof is in addition to anything
      of value to which I was already entitled. I further acknowledge that I have
      been
      advised by this writing, as required by the ADEA, that; (a) my waiver and
      release do not apply to any rights or claims that may arise after the execution
      date of this Agreement; (b) I have been advised hereby that I have the right
      to
      consult with an attorney prior to executing this Agreement; (c) I have
      twenty-one (21) days to consider this Agreement (although I may choose to
      voluntarily execute this Agreement earlier); (d) I have seven (7) days following
      the execution of this Agreement by the parties to revoke the Agreement; and
      (e)
      this Agreement shall not be effective until the date upon which the revocation
      period had expired, which shall be the eighth day after this Agreement is
      executed by me.





In
      giving
      this release, which includes claims that may be unknown to me at present, I
      hereby expressly waive and relinquish all rights and benefits under any law
      of
      any jurisdiction with respect to my release of any such presently unknown claims
      I may have against the Corporation.





/s/
      Beth
      Levine


Beth
      Levine


Dated:
      April 26, 2007






15