**Exhibit
      10.3**





April
      25,
      2007





I.
      Craig
      Henderson, M.D.


c/o
      Keryx
      Biopharmaceuticals, Inc.


750
      Lexington Avenue, 20 th Floor


New
      York,
      NY 10022





Dear
      Dr.
      Henderson:





This
      letter agreement (this “Agreement”) will confirm your employment (“Executive” or
“you”) with Keryx Biopharmaceuticals, Inc. (the “Corporation”), under the
      following terms and conditions and for the following consideration:





1.  Term
      of Agreement; Compensation .
      (a)  This
      agreement shall continue until April 25, 2009 ( the
      “Employment Term”) ,
      unless
      terminated at an earlier date in accordance with the provisions of Section
      9,
      below. In addition, the Employment Term shall be automatically renewed for
      a
      period of one year on each expiration date unless either party provides six
      months prior written notice of non-renewal to the other party. This agreement
      supercedes the employment agreement between you and the Corporation dated
      January 31, 2004, set to expire on January 31, 2007.





(b)  Executive
      shall be paid $315,000 per year (the “Base Salary”), payable on a bi-monthly
      basis in arrears; provided
      that Executive’s Base Salary shall be increased annually in accordance with
      corporate policy but no less than the Consumer Price Index announced for the
      previous calendar year.





(c)  Executive
      shall be eligible to an annual performance bonus of up to 50% of the Base Salary
      (the “Performance Bonus”) based on (i) annual target performance objectives to
      be agreed upon by the Corporation’s Chief Executive Officer (the “CEO”) and the
      Executive on or before the December 15 immediately preceding fiscal year for
      which the Performance Bonus shall be applicable and (ii) approved by the
      Compensation Committee of the Board of Directors.





(d)  You
      shall
      receive the restricted stock (the “Restricted Stock”) and the potential
      milestone bonuses (the “Milestone Bonuses”) as set forth on Exhibit
      B.





(e)  From
      time
      to time, at the discretion of the Board of Directors, you may be eligible for
      additional stock option and restricted stock grants.




2.  Position
      and Responsibilities .  (a)  Subject
      to the terms and conditions set forth herein, the Corporation hereby engages
      and
      employs the Executive, and the Executive hereby accepts engagement and
      employment, as President of the Corporation. As such he shall have such
      responsibilities and duties as delegated by the CEO. Executive shall report
      directly to the CEO.








(b)  Executive
      will devote substantially all of his gainful time to the discharge of his duties
      and responsibilities under this Agreement.





(c)  Executive
      acknowledges and agrees that the performance by Executive of his duties
      hereunder may require significant domestic and international travel by
      Executive.





3.  Vacation.  Executive shall
      be
      entitled to four (4) weeks of paid vacation during each calendar
      year.





4.  Non-Competition .  Executive
      understands and recognizes that his services to the Corporation are special
      and
      unique and agrees that, during the Employment Term and for a period of one
      (1)
      year from the date of termination of the Employment Term, Executive shall not
      in
      any manner, directly or indirectly, on behalf of Executive or any person, firm,
      partnership, joint venture, corporation or other business entity (“Person”),
      enter into, engage in or consult for any commercial business that operates
      a
      proprietary product development business, a clinical research business, site
      management organization, and/or clinical research network , in each case which
      is competitive with the business of the Corporation, either as an individual
      for
      his/her own account, or as a proprietor, partner, member, joint venturer,
      employee, consultant, agent, salesperson, officer, director or shareholder
      (the
“Restricted Businesses”) within the geographic area of the Corporation’s
      business; provided, however, that nothing shall prevent the Executive from
      purchasing shares of any company in the public market or for working for a
      company that conducts a Restrictive Business, so long as Executive works in
      a
      division of such company that is not engaged in a Restricted Business. Executive
      acknowledges and agrees that given the services to be provided hereunder that
      this non-compete clause is reasonable. Notwithstanding the foregoing, Executive
      may perform advisory and speaker activities on behalf of other pharmaceutical
      and medical communications companies and the Corporation explicitly agrees
      that
      those activities are not prohibited by this Section 4.





5.  Confidential
      Information .  (a)  Executive
      agrees that during the course of the Employment Term or at any time after
      termination, Executive will keep in strictest confidence and will not disclose
      or make accessible to any other person without the prior written consent of
      the
      Corporation, the Corporation's products, services, business plan, manner of
      doing business and technology, both current and under development, promotion,
      marketing and educational programs, customer and other lists, trade secrets
      and
      other confidential and proprietary business information of the Corporation
      or
      any of its clients and third parties including, without limitation, Proprietary
      Information (as defined in Section 6) (all the foregoing collectively being
      referred to herein as the “Confidential Information”). Executive agrees: (i) not
      to use any such Confidential Information for himself or others, (ii) not to
      disclose or publish any of the Confidential Information and (iii) not to take
      any such material or reproductions thereof from the Corporation's facilities
      at
      any time during the Employment Term except, in each case, as required in
      connection with Executive's duties to the Corporation.





2


(b)  Upon
      written notice by the Corporation, Executive shall promptly redeliver to the
      Corporation, or, if requested by the Corporation, promptly destroy all written
      or electronic Confidential Information and any other written or electronic
      material containing any information included in the Confidential Information
      (whether prepared by the Corporation, Executive, or a third party), and will
      not
      retain any copies, extracts or other reproductions in whole or in part of such
      written or electronic Confidential Information (and upon request certify such
      redelivery or destruction to the Corporation in a written instrument reasonably
      acceptable to the Corporation and its counsel).





6.  Ownership
      Of Proprietary Information .  (a)  Executive
      agrees that all information, materials and/or inventions created, discovered
      or
      developed by Executive under this Agreement (collectively, the “Inventions”), by
      the Corporation, its subsidiaries, affiliates or licensors or made known to
      the
      Corporation or any of its affiliates by Executive during the Employment Term
      and
      information relating to the Corporation's customers, suppliers, consultants,
      and
      licensees, and/or in which property rights have been assigned or otherwise
      conveyed to the Corporation or its affiliates, shall be the sole property of
      the
      Corporation or the affiliates, as applicable, and the Corporation or the
      affiliates, as the case may be, shall be the sole owner of all patents,
      copyrights and other rights in connection therewith, including without
      limitation the right to make application for statutory protection. All of the
      aforementioned information is hereinafter called “Proprietary Information.” By
      way of illustration, but not limitation, Proprietary Information includes web
      pages, computer programs, trade secrets, processes, discoveries, structures,
      inventions, designs, ideas, works of authorship, copyrightable works,
      trademarks, copyrights, formulas, data, know-how, show-how, improvements,
      inventions, product concepts, techniques, information or statistics contained
      in, or relating to, marketing plans, strate-gies, forecasts, blueprints,
      sketches, records, notes, devices, drawings, customer lists, patent
      applications, continuation applications, continuation-in-part applications,
      file
      wrapper continuation applications and divisional applications and information
      about the Corporation's or its affiliates' employees and/or consultants
      (including, without limitation, the compensation and job responsibility of
      such
      employees and/or consultants).





(b)  Executive
      shall maintain and furnish to the Corporation complete and current records
      of
      all such Inventions and disclose to the Corporation in writing all such
      Inventions. Executive: (i) hereby assigns, sets over and transfers to the
      Corporation all of his right, title, and interest in and to such Inventions;
      and
      (ii) agrees that Executive and his agents shall, during and after the period
      Executive is retained by the Corporation, upon reasonable request of the
      Corporation, cooperate fully in obtaining patent, trademark, service mark,
      copyright or other proprietary protection for such Inventions, all in the name
      of the Corporation (but only at Corporation expense), and, without limitation,
      shall execute all requested applications, assignments and other documents,
      and
      take such other measures as the Corporation shall reasonably request in order
      to
      perfect and enforce the Corporation's rights in such Inventions, and hereby
      appoints the Corporation as Executive’s attorney to execute and deliver any such
      applications, assignments or other documents on Executive’s behalf in the event
      that the Executive fails or refuses to execute and deliver any such
      applications, assignments or other documents requested by the
      Corporation.





3


(c)  In
      addition, Executive agrees to execute the Corporation’s standard form
      Proprietary Information and Inventions Agreement.





7.  Non-Solicitation .
      During
      the Employment Term, and for one (1) year thereafter, Executive shall not,
      directly or indirectly, without the prior written consent of the Corporation:
      (a) interfere with, disrupt or attempt to disrupt any past, present or
      prospective relationship, contractual or otherwise, between the Corporation
      and
      any of its licensors, licensees, clients, customers, suppliers, employees,
      consultants or other related parties, or (b) solicit or induce for hire any
      of
      the employees, agents, consultants or advisors of the Corporation or any such
      individual who in the past was employed or retained by the Corporation, within
      six (6) months of the termination of said individual's employment or retention
      by the Corporation; provided,  however ,
      that
      this prohibition shall not apply to consultants or advisors so long as Executive
      is not in violation of his non-compete agreement and such consultants and
      advisors do not terminate their relationship with the Corporation as a result
      of
      their involvement with the Executive, or (c) solicit or accept employment or
      be
      retained by any party who, at any time during the Employment Term, was a
      customer or supplier of the Corporation or any of its affiliates or any licensor
      or licensee thereof where such person’s position will be related to a Restricted
      Business (as such term is defined in paragraph 4 above); or (d) solicit or
      accept the business of any customer or supplier of the Corporation or any
      affiliate of the Corporation with respect to products similar to those supplied
      by the Corporation or such affiliate.





8.  Expenses
      & Benefits.   (a)  The
      Corporation will promptly reimburse Executive for all reasonable and necessary
      business expenses incurred by him/her in connection with providing the
      employment services under this Agreement.





(b)  The
      Corporation shall make available to Executive similar health benefits and other
      benefits that it makes available to its other senior executives.





9.  Termination;
      Severance and Accelerated Vesting.  (a)
      If
      the Corporation terminates your employment without Just Cause (as defined in
      Exhibit A hereto) or you terminate your employment for Good Reason (as defined
      in Exhibit A hereto), then Executive will be entitled to receive the amounts
      set
      forth under paragraph 9(b) below and Executive shall receive one additional
      year
      of vesting on all time-based stock options and Restricted Stock granted to
      you;
      provided, however, if your employment is terminated in accordance with this
      paragraph 9(a) in anticipation of or within 12 months following a Qualified
      Change in Control (as defined in Exhibit A hereto) then you shall be entitled
      to
      immediate vesting of all remaining unvested stock options, Restricted Stock
      and
      Milestone Bonuses (as defined in Exhibit B hereto). Additionally, regardless
      of
      such termination, your stock options shall provide that they remain exercisable
      until the earlier of: (i) 2 years following such termination and (ii) for the
      full term of such options.




4


(b)  In
      the
      event your employment is terminated in accordance with paragraph 9(a), you
      shall
      receive a lump-sum payment equal to: (i) one (1) year’s Base Salary; (ii) any
      earned and unpaid bonus as of the date of termination; and (iii) any incurred
      and unpaid expenses; provided, however, if your employment is terminated in
      accordance with paragraph 9(a) in anticipation of or within 12 months following
      a Qualified Change in Control then you instead will be entitled to a lump-sum
      payment equal to: (i) two (2) year’s Base Salary; (ii) any earned and unpaid
      bonus as of the date of termination; and (iii) any incurred and unpaid
      expenses.





(c)  In
      the
      event that your employment is terminated as a result of death or Disability
      (as
      defined in Exhibit A) of the Executive, then Executive or his estate
      or
      legal representative shall receive a lump-sum payment equal to (a) Base Salary
      through the date of termination, (b) any earned and unpaid bonus and (c) any
      incurred and unpaid expenses.





(d)  Notwithstanding
      the foregoing, the Corporation may terminate the Executive immediately and
      without prior notice for Just Cause. In the event that the Executive’s
      employment has been terminated for Just Cause, the Executive shall not be
      entitled to receive any of the severance benefits set forth in this Section
      9,
      but he shall be entitled to any unpaid wages, bonuses, and any benefits under
      the benefit and compensation plans, policies and arrangements of the Corporation
      in which in he participates, which have accrued through his date of
      termination.





(e)  Code
      Section 409A .
      Notwithstanding anything
      in this Agreement to the contrary, if any amount or benefit that would
      constitute “deferred compensation” for purposes of Section 409A of the Internal
      Revenue Code of 1986, as amended (the “Code”) would otherwise be payable or
      distributable under this Agreement by reason of Executive’s separation from
      service, then if and to the extent necessary to comply with Code Section 409A:
      (i) if the payment or distribution of such amount or benefit is payable in
      a
      lump sum, such payment or distribution will be delayed until the first day
      following the six-month anniversary of Executive’s separation from service, and
      (ii) if the payment or distribution of such amount or benefit is payable over
      time, the amount that would otherwise be payable during the six-month period
      immediately following Executive’s separation from service will be accumulated
      and paid to Executive on the first day following the six-month anniversary
      of
      Executive’s separation from service, whereupon the normal payment or
      distribution schedule will resume. In the case of any such delayed payment,
      the
      Corporation shall pay interest on the deferred amount at 100% of the short-term
      applicable federal rate as in effect for the month in which the Date of
      Termination occurred (the “AFR”).





10.   Indemnification. The
      Corporation shall defend and indemnify Executive in his capacity as President
      and Director of the Corporation against any and all claims, judgments, damages,
      liabilities, costs and expenses (including reasonable attorney’s fees) arising
      out of, based upon or related to the Executive’s performance of services
      hereunder, except to the extent that such claims arise out of Executive’s (a)
      willful misconduct, (b) bad faith, (c) gross negligence or (d) reckless
      disregard of the duties involved in the conduct of Executive’s position, or such
      indemnification would violate applicable law or the Corporation’s bylaws or
      Certificate of Incorporation.





5


11.  Entire
      Agreement; Waiver.  This
      Agreement contains the entire understanding of the parties with respect to
      the
      retention of Executive by the Corporation. There are no restrictions,
      agreements, promises, warranties, covenants or undertakings between the parties
      with respect to the subject matter herein other than those expressly set forth
      herein. This Agreement may not be altered, modified, or amended except by
      written instrument signed by the parties hereto.





12.  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 such State’s
      principles of conflict of laws. The parties hereto consent to the exclusive
      jurisdiction of the courts of the State of New York or any district court
      sitting in the State of New York for any disputes arising under this letter
      agreement.





13.  Remedies.  The
      Executive understands and agrees that any breach of Sections 5, 6 and/or 7
      of
      this Agreement by him could cause irreparable damage to the Corporation and
      its
      affiliates, and that monetary damages alone would not be adequate and, in the
      event of such breach, the Corporation 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 the Corporation’s rights
      under such Sections.





14.  Headings .
      The
      headings of the Sections are inserted for convenience of reference only and
      shall not affect any interpretation of this Agreement.





15.  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, such provision shall be interpreted so as to remain enforceable to
      the
      maximum extent permissible consistent with applicable law. The remain-ing
      condi-tions and provisions or portions thereof shall neverthe-less remain in
      full force and effect and enforceable to the extent they are valid, legal and
      enforce-able, and no provision shall be deemed dependent upon any other
      cove-nant or provision unless so expressed herein.





6





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








EXECUTIVE:
              
              
              
              by:/s/
                I. Craig
                Henderson
              Name:
                I. Craig Henderson, M.D.
            CORPORATION:
              
              KERYX
                BIOPHARMACEUTICALS, INC.
              
              by:/s/
                 Michael S.
                Weiss
              Name:
                Michael S. Weiss
              Title:Chairman
                & CEO








7




**Exhibit
      A**





Certain
      Definitions





1.
            **Just
                Cause**.
                Any of the following actions by the Executive shall constitute just
                cause
                for termination by the Chairman of the Board of Directors of the
                Corporation:




(A)
            Material
                breach by the Executive of the confidentiality, non-compete, ownership
                of
                inventions and non-solicitation covenants contained in this Agreement;
                or




(B)
            Any
                action by the Executive constituting willful misconduct in respect
                of the
                Executive’s obligation to the Corporation that has or is likely to result
                in material, economic damage to the Corporation;
                or




(C)
            The
                willful and continual failure or refusal by the Executive to perform
                his
                duties as under this Agreement (other than by reason of death or
                Disability, as defined below, or other reasons beyond Executive’s
                control), provided such failure or refusal continues for a period
                of 30
                days after receipt of written notice thereof from the CEO in reasonable
                detail of such failure or refusal;
                or




(D)
            Conviction
                of any crime which involves (i) an intentional wrongful act or (ii)
                an act
                of moral turpitude that (a) is intended to result in substantial
                personal
                enrichment of the Executive at the expense of the Corporation or
                (b) may
                have a material adverse impact on the business or reputation of the
                Corporation.




2.
            **Good
                Reason**.
                Any of the following actions or omissions by the Corporation shall
                constitute good reason for termination by
                Executive:




(A)
            Material
                breach by the Corporation of any provision of this Agreement which
                is not
                cured by the Corporation within 30 days of notice thereof from the
                Executive; or




(B)
            A
                failure to reappoint or reelect, as the case may be, the Executive
                to the
                office of President and Director of the Corporation or other diminution
                of
                the Executive’s function, duties or responsibilities in each case without
                the Executive’s written consent; or




(C)
            Reduction
                in Executive’s Base Salary or incentives or other fringe benefits of a
                material economic effect; or




(D)
            Termination
                of the Executive’s employment in anticipation of or within 12 months
                following a Change in Control (as defined below) if such termination
                is
                initiated by the Corporation (or such successor corporation) without
                Just
                Cause or by the Executive for Good Reason (other than as set forth
                in this
                subparagh (D)). 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;
                or




8


(E)
            Relocation
                of Executive, without his prior consent, to a facility or location
                that is
                more than fifty (50) miles away from the Executive’s then present
                location.




3.
            **Disability**.
                Shall mean (i) the suffering of any mental or physical illness, disability
                or incapacity that shall in all material respects preclude the Executive
                from performing his employment duties or (ii) the Executive’s absence from
                employment by reason of any mental or physical illness, disability
                or
                incapacity for a period of four and one-half months during any nine-month
                period; provided that such illness, disability or incapacity shall
                be
                reasonably determined by the Chairman of the Board of Directors of
                the
                Corporation to be of a permanent nature based on the foregoing
                standards.




4.
            **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.




5.
            **Qualified
                Change in Control.**Shall mean a Change in Control”, which places a value on the Corporation
                of in excess of $500 million.




9




Exhibit
      B









The
      Corporation will grant Executive 150,000 shares of restricted stock (the
“Restricted Stock”) common stock of the Corporation (the “Initial Grant”).
      Fifty-thousand shares of Executive's Restricted Stock will be granted under
      the
      Corporation's 2004 Long Term Incentive Plan (the "2004 Plan") and pursuant
      to
      the terms of a restricted stock agreement to be issued under the Plan and will
      be subject to the terms and conditions thereof and the remaining 100,000 shares
      of Restricted Stock will be granted subject to and pursuant to the approval
      of a
      new long-term incentive plan (the “New Plan”) for which the Corporation will
      seek to have approved by the stockholders at the next annual meeting; provided,
      however, that if any provisions of this Agreement are inconsistent with the
      terms and conditions of the 2004 Plan or the New Plan and any such restricted
      stock agreement related thereto, then the terms of this Agreement shall control.
      In accordance with the Plan, should any change be made to the common stock
      of
      the Corporation 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 the Restricted Stock.
      The Initial Grant shall vest as follows (provided that Executive is employed
      as
      a service provider (as defined in the plan) on the date of vesting):




(A)
            50,000
                upon execution of this Agreement;




(B)
            50,000
                twelve months following the execution of this Agreement;
                and




(C)
            50,000
                twenty-four months following the execution of this
                Agreement.








10





In
      addition to the Restricted Stock above, the Executive shall receive the
      following Milestone Bonuses (payable in cash or stock, at the Corporation’s
      option), upon the achievement of the milestones set forth below (provided that
      Executive is employed as a “service provider” (as defined in the New Plan) on
      the date of the achievement of the milestone event:




Milestone
                Event
            Bonus
                Amount1.
                Upon the first NDA approval by the FDA for any Keryx drug candidate,
                either in the portfolio today or later acquired or licensed
            $1,000,0002.
                Upon the second NDA approval by the FDA for any other Keryx drug
                candidate, either in the portfolio today or later acquired or
                licensed
            $1,000,0003.
                Upon commencement of the first pivotal clinical trial under SPA (or
                similar agreement from the FDA) for an oncology compound in
                2007
            $250,000
                (plus an additional $50,000 for each additional pivotal clinical
                trial
                under SPA (or similar agreement with the FDA) for the same oncology
                compound)4.
                Upon completion of the first pivotal clinical trial under SPA (or
                similar
                agreement from the FDA) for the oncology compound referred to in
                3 above.
            $250,0005.
                Upon commencement of the first pivotal clinical trial under SPA (or
                similar agreement from the FDA) for a second oncology compound
            $250,000
                (plus an additional $50,000 for each additional pivotal clinical
                trial
                under SPA (or similar agreement with the FDA) for the same oncology
                compound)6.
                Upon completion of the first pivotal clinical trial under SPA for
                the
                second oncology compound referred to in 5 above.
            $250,000







The
      Milestone Bonus shall be paid within thirty days after the Compensation
      Committee of the Board of Directors determines whether and to what extent
      milestones were achieved, but no later than March 31 next following the end
      of
      the year for which the Milestone Bonus, if any, was earned.






11