**Exhibit
      10.4**




**KERYX
      BIOPHARMACEUTICALS, INC.**


**2007
      CHIEF ACCOUNTING OFFICER INDUCEMENT STOCK OPTION PLAN**


**SPECIAL
      NONSTATUTORY STOCK OPTION AGREEMENT**





Optionee: Mark
      Stier





Number
      Shares Subject to Options: 100,000





Exercise
      Price per Share: $11.11





Date
      of
      Grant: March
      23, 2007




1.  Grant
      of Options .
      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 Option Agreement, the Options shall
      vest
      (become exercisable) as follows:





Months
                of Employment
            
            Number
                of Options Vesting12
            
            25,00015
            
            6,25018
            
            6,25021
            
            6,25024
            
            6,25027
            
            6,25030
            
            6,25033
            
            6,25036
            
            6,25039
            
            6,25042
            
            6,25045
            
            6,25048
            
            6,250





N otwithstanding
      the above, the Options will vest and become immediately exercisable if Optionee
      is terminated by the Company following a Change in Control.





3.  Term
      of Options and Limitations on Right to Exercise . The
      term
      of the Options 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 Options 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, or (iii) termination by the
      Company following a Change in Control (as such terms are defined
      herein ) .










(b)  Twenty-four
      (24) months after the date of the termination if Optionee is terminated by
      the
      Company following a Change in Control (as such term is defined
      herein ).





(c)  Twelve
      (12) months after the date of the termination of Optionee’s service by reason of
      Optionee’s Disability.





(d)  Twelve
      (12) 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 (24) month period described in subsection (b) above
      or
      during the twelve (12) month period described in (c) above and before the
      Options otherwise lapse. Upon Optionee’s death, the Options may be exercised by
      Optionee’s designated beneficiary.





If
      the
      Optionee or his beneficiary exercises the Options after termination of service,
      the Options 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 Option
      Agreement).





4.  Exercise
      of Options .
      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
      the Options is not Optionee, such person shall also deliver with the notice
      of
      exercise appropriate proof of his or her right to exercise the Options. Payment
      for such shares of Stock shall be in (a) cash, (b) shares of Stock previously
      acquired by the purchaser, 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 Option 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.





-2-


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 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 Option 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 the Options under
      the Option 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 Option 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.





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





-3-




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.





“Change
      in Control” means and includes the occurrence of any one of the following
      events:





(i)
            the
                acquisition by an individual, entity or group (within the meaning
                of
                Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
                as
                amended, (the “1934 Act”)) (a “Person”) of beneficial ownership of any
                capital stock of the Company if, after such acquisition, such Person
                beneficially owns (within the meaning of Rule 13d-3 promulgated under
                the
                1934 Act) 30% or more of either (x) the then-outstanding shares of
                common
                stock of the Company (the "Outstanding Company Common Stock") or
                (y) the
                combined voting power of the then-outstanding securities of the Company
                entitled to vote generally in the election of directors (the "Outstanding
                Company Voting Securities"); provided, however, that for purposes
                of this
                subsection (i), the following acquisitions shall not constitute a
                Change
                in Control: (A) any acquisition directly from the Company (excluding
                an
                acquisition pursuant to the exercise, conversion or exchange of any
                security exercisable for, convertible into or exchangeable for common
                stock or voting securities of the Company, unless the Person exercising,
                converting or exchanging such security acquired such security directly
                from the Company or an underwriter or agent of the Company), (B)
                any
                acquisition by any employee benefit plan (or related trust) sponsored
                or
                maintained by the Company or any corporation controlled by the Company,
                or
                (C) any acquisition by any corporation pursuant to a Business Combination
                (as defined below) which complies with clauses (x) and (y) of subsection
                (iii) of this definition; or





(ii)
            such
                time as the Continuing Directors (as defined below) do not constitute
                a
                majority of the Board (or, if applicable, the Board of Directors
                of a
                successor corporation to the Company), where the term "Continuing
                Director" means at any date a member of the Board (x) who was a member
                of
                the Board on the date of the initial adoption of this Option Agreement
                by
                the Board or (y) who was nominated or elected subsequent to such
                date by
                at least a majority of the directors who were Continuing Directors
                at the
                time of such nomination or election or whose election to the Board
                was
                recommended or endorsed by at least a majority of the directors who
                were
                Continuing Directors at the time of such nomination or election;
                provided,
                however, that there shall be excluded from this clause (y) any individual
                whose initial assumption of office occurred as a result of an actual
                or
                threatened election contest with respect to the election or removal
                of
                directors or other actual or threatened solicitation of proxies or
                consents, by or on behalf of a person other than the Board; or




-4-




(iii)
            the
                consummation of a merger, consolidation, reorganization, recapitalization
                or share exchange involving the Company or a sale or other disposition
                of
                all or substantially all of the assets of the Company (a "Business
                Combination"), unless, immediately following such Business Combination,
                each of the following two conditions is satisfied: (x) all or
                substantially all of the individuals and entities who were the beneficial
                owners of the Outstanding Company Common Stock and Outstanding Company
                Voting Securities immediately prior to such Business Combination
                beneficially own, directly or indirectly, more than 50% of the
                then-outstanding shares of common stock and the combined voting power
                of
                the then-outstanding securities entitled to vote generally in the
                election
                of directors, respectively, of the resulting or acquiring corporation
                in
                such Business Combination (which shall include, without limitation,
                a
                corporation which as a result of such transaction owns the Company
                or
                substantially all of the Company's assets either directly or through
                one
                or more subsidiaries) (such resulting or acquiring corporation is
                referred
                to herein as the "Acquiring Corporation") in substantially the same
                proportions as their ownership of the Outstanding Company Common
                Stock and
                Outstanding Company Voting Securities, respectively, immediately
                prior to
                such Business Combination and (y) no Person (excluding the Acquiring
                Corporation or any employee benefit plan (or related trust) maintained
                or
                sponsored by the Company or by the Acquiring Corporation) beneficially
                owns, directly or indirectly, 30% or more of the then-outstanding
                shares
                of common stock of the Acquiring Corporation, or of the combined
                voting
                power of the then-outstanding securities of such corporation entitled
                to
                vote generally in the election of directors (except to the extent
                that
                such ownership existed prior to the Business Combination).




“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.





“Disability”
      shall be deemed to have occurred if Optionee is unable, due to any physical
      or
      mental disease or condition, to perform his normal duties of employment for
      120
      consecutive days or 180 days in any twelve-month period.





“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.





-5-


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/
                Mark Stier
              Mark
                Stier


-6-