**Exhibit
      10.5**




**KERYX
      BIOPHARMACEUTICALS, INC.**


**2007
      GENERAL COUNSEL INCENTIVE STOCK OPTION PLAN**


**SPECIAL
      NONSTATUTORY STOCK OPTION AGREEMENT**





Optionee: Beth
      F. Levine





Number
      Shares Subject to Option: 150,000





Exercise
      Price per Share: $11.02





Date
      of
      Grant: April
      25, 2007




1.  Grant
      of Option .
      Keryx
      Biopharmaceuticals, Inc. (the “Company”) hereby grants to the Optionee named
      above (the “Optionee”) a Non-statutory Stock Option to purchase, on the terms
      and conditions set forth in this agreement (this “Option Agreement”), the number
      of shares indicated above of the Company’s $0.001 par value common stock (the
“Stock”), at the exercise price per share set forth above (the “Options”).





2.  Vesting
      of Options .





(a)  Unless
      the exercisability of the Options is accelerated in accordance with this
      Agreement, the Options shall vest (become exercisable) as to 150,000 shares
      (the
“Options”) in accordance with the following schedule:





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




(b)  Notwithstanding
      the above, the Options will become immediately exercisable upon (i) the
      Optionee’s termination of service by the Company without Cause, (ii) the
      Optionee’s resignation for Good Reason, or (iii) upon a Change in Control (as
      such terms are defined in Optionee’s Employment Agreement, dated April 25, 2007
      (the “Employment Agreement”)).





3.  Term
      of Option and Limitations on Right to Exercise . The
      term
      of the Option will be for a period of ten years, expiring at 5:00 p.m., Eastern
      Time, on the tenth anniversary of the date of grant (the “Expiration Date”). To
      the extent not previously exercised, the Option will lapse in accordance with
      the following provisions, as applicable (but in no event later than the
      Expiration Date):





(a)  Three
      (3)
      months after the termination of Optionee’s service for any reason other than by
      reason of Optionee’s (i) death, (ii) Disability, (iii) termination by the
      Company without Cause, (iv) resignation by Optionee for Good Reason, or (v)
      termination by the Company for Cause (as such terms are defined in
      the
      Employment Agreement) .









(b)  Twenty-four
      (24) months after the date of the termination of Optionee’s service by reason of
      Optionee’s (i) Disability, (ii) termination by the Company without Cause, or
      (iii) resignation by Optionee for Good Reason (as such terms are defined in
      the
      Employment Agreement).





(c)  Twenty-four
      (24) months after the date of Optionee’s death, if Optionee dies while a service
      provider, or during the three-month period described in subsection (a) above
      or
      during the twenty-four month period described in subsection (b) above and before
      the Options otherwise lapse. Upon Optionee’s death, the Options may be exercised
      by Optionee’s designated beneficiary.





(d)  Three
      (3)
      months after the date of Optionee’s termination of service by the Company for
      Cause (as such term is defined in
      the
      Employment Agreement) .





If
      the
      Optionee or his beneficiary exercises an Option after termination of service,
      the Option may be exercised only with respect to the shares that were otherwise
      vested on the Optionee’s termination of service (including vesting by
      acceleration in accordance with Section 2 of this Agreement).





4.  Exercise
      of Option .
      T he
      Options shall be exercised by (a) written notice directed to the Secretary
      of
      the Company or his or her designee at the address and in the form specified
      by
      the Secretary from time to time and (b) payment to the Company in full for
      the
      shares of Stock subject to such exercise (unless the exercise is a
      broker-assisted cashless exercise, as described below). If the person exercising
      an Option is not Optionee, such person shall also deliver with the notice of
      exercise appropriate proof of his or her right to exercise the Option. Payment
      for such shares of Stock shall be in (a) cash, (b) shares of Stock previously
      acquired by the purchaser, which have been held by the purchaser for such period
      of time, if any, as necessary to avoid variable accounting for the Option,
      or
      (c) any combination thereof, for the number of shares of Stock specified in
      such
      written notice. The value of surrendered shares of Stock for this purpose shall
      be the Fair Market Value as of the last trading day immediately prior to the
      exercise date. To the extent permitted under Regulation T of the Federal Reserve
      Board, and subject to applicable securities laws and any limitations as may
      be
      applied from time to time by the Committee (which need not be uniform), the
      Options may be exercised through a broker in a so-called “cashless exercise”
whereby the broker sells the Option shares on behalf of Optionee and delivers
      cash sales proceeds to the Company in payment of the exercise price. In such
      case, the date of exercise shall be deemed to be the date on which notice of
      exercise is received by the Company and the exercise price shall be delivered
      to
      the Company by the settlement date.





5.  Beneficiary
      Designation . Optionee
      may, in the manner determined by the Committee, designate a beneficiary to
      exercise the rights of Optionee hereunder and to receive any distribution with
      respect to the Options upon Optionee’s death. A beneficiary, legal guardian,
      legal representative, or other person claiming any rights hereunder is subject
      to all terms and conditions of this Agreement, and to any additional
      restrictions deemed necessary or appropriate by the Committee. If no beneficiary
      has been designated or survives Optionee, the Options may be exercised by the
      legal representative of Optionee’s estate, and payment shall be made to
      Optionee’s estate. Subject to the foregoing, a beneficiary designation may be
      changed or revoked by Optionee at any time provided the change or revocation
      is
      filed with the Company.





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6.  Withholding . The
      Company or any employer affiliate has the authority and the right to deduct
      or
      withhold, or require Optionee to remit to the employer, an amount sufficient
      to
      satisfy federal, state, and local taxes (including Optionee’s FICA obligation)
      required by law to be withheld with respect to any taxable event arising as
      a
      result of the exercise of the Options. The withholding requirement may be
      satisfied, in whole or in part, at the election of the Secretary, by withholding
      from the Options shares of Stock having a Fair Market Value on the date of
      withholding equal to the minimum amount (and not any greater amount) required
      to
      be withheld for tax purposes, all in accordance with such procedures as the
      Secretary establishes.





7.  Limitation
      of Rights . The
      Options do not confer to Optionee or Optionee’s beneficiary designated pursuant
      to Section 5 any rights of a shareholder of the Company unless and until shares
      of Stock are in fact issued to such person in connection with the exercise
      of
      the Options. Nothing in this Agreement shall interfere with or limit in any
      way
      the right of the Company or any affiliate to terminate Optionee’s service at any
      time, nor confer upon Optionee any right to continue in the service of the
      Company or any affiliate.





8.  Stock
      Reserve .
      The
      Company shall at all times during the term of this Option Agreement reserve
      and
      keep available such number of shares of Stock as will be sufficient to satisfy
      the requirements of this Option Agreement.





9.  Restrictions
      on Transfer and Pledge . No
      right
      or interest of Optionee in the Options may be pledged, encumbered, or
      hypothecated to or in favor of any party other than the Company or an affiliate,
      or shall be subject to any lien, obligation, or liability of Optionee to any
      other party other than the Company or an affiliate. The Options are not
      assignable or transferable by Optionee other than by will or the laws of descent
      and distribution or pursuant to a domestic relations order that would satisfy
      Section 414(p)(1)(A) of the Code if such Section applied to an Option under
      the
      Agreement; provided, however, that the Committee may (but need not) permit
      other
      transfers. The Options may be exercised during the lifetime of Optionee only
      by
      Optionee or any permitted transferee.





10.  Restrictions
      on Issuance of Shares of Stock . If
      at any
      time the Committee shall determine in its discretion, that registration, listing
      or qualification of the shares of Stock covered by the Options upon any exchange
      or under any foreign, federal, or local law or practice, or the consent or
      approval of any governmental regulatory body, is necessary or desirable as
      a
      condition to the exercise of the Options, the Options may not be exercised
      in
      whole or in part unless and until such registration, listing, qualification,
      consent or approval shall have been effected or obtained free of any conditions
      not acceptable to the Committee.





11.  Successors .
      This
      Option Agreement shall be binding upon any successor of the Company, in
      accordance with the terms of this Agreement.





12.  Severability .
      If any
      one or more of the provisions contained in this Option Agreement are invalid,
      illegal or unenforceable, the other provisions of this Option Agreement will
      be
      construed and enforced as if the invalid, illegal or unenforceable provision
      had
      never been included.





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13.  Notice .
      Notices
      and communications under this Option Agreement must be in writing and either
      personally delivered or sent by registered or certified United States mail,
      return receipt requested, postage prepaid. Notices to the Company must be
      addressed to:





Keryx
      Biopharmaceuticals, Inc.


750
      Lexington Avenue


New
      York,
      NY 10022


Attn:
      Secretary





or
      any
      other address designated by the Company in a written notice to the Optionee.
      Notices to the Optionee will be directed to the address of the Optionee then
      currently on file with the Company, or at any other address given by the
      Optionee in a written notice to the Company.





14.  Definitions .





“ Board”
      means the Board of Directors of the Company.





“Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time ,
      and
      includes a reference to the underlying final regulations .





“Committee”
      means the Compensation Committee of the Board. The
      Board
      may reserve to itself any or all of the authority and responsibility of the
      Committee under the Option Agreement or may act as administrator of the Option
      Agreement for any and all purposes. To the extent the Board has reserved any
      authority and responsibility or during any time that the Board is acting as
      administrator of the Option Agreement, it shall have all the powers of the
      Committee hereunder, and any reference herein to the Committee shall include
      the
      Board .





“Fair
      Market Value”, on any date, means (i) if shares of Stock are listed on a
      securities exchange or are traded over the Nasdaq National Market, the closing
      sales price on such exchange or over such system on such date or, in the absence
      of reported sales on such date, the closing sales price on the immediately
      preceding date on which sales were reported, or (ii) if the shares of Stock
      are
      not listed on a securities exchange or traded over the Nasdaq National Market,
      the mean between the bid and offered prices as quoted by Nasdaq for such date,
      provided that if it is determined that the fair market value is not properly
      reflected by such Nasdaq quotations, Fair Market Value will be determined by
      such other method as the Committee determines in good faith to be
      reasonable.




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IN
      WITNESS WHEREOF, Keryx Biopharmaceuticals, Inc., acting by and through its
      duly
      authorized officers, has caused this Option Agreement to be executed, and the
      Optionee has executed this Option Agreement, all as of the day and year first
      above written.


KERYX
                BIOPHARMACEUTICALS, INC.By:
            /s/
              Michael S. WeissName:
                Michael S. Weiss
              Title:
                Chief Executive OfficerOPTIONEE:
              
              /s/
                  Beth F. Levine
              Beth
                  F. Levine




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