**EXHIBIT
      10.1**




**CONFIDENTIAL
      TREATMENT REQUESTED . Confidential portions of thisdocument have been
      redacted and have been separately filed with the
      Commission.**




**AMENDED
      & RESTATED**


**LICENSE
      AGREEMENT**





**THIS
      AMENDED & RESTATED LICENSE AGREEMENT** (the
“Agreement”), effective as of this 17th day of March, 2008 (the “Effective
      Date”), by and between Panion & BF Biotech, Inc., with offices at 16F No. 3,
      Yuanqu Street, Nangang District, Taipei, Taiwan, ROC (hereinafter "Licensor"),
      and Keryx Biopharmaceuticals, Inc, with offices at 750 Lexington, 20 th Floor,
      New York, NY 10022 (hereinafter "Licensee").




**WHEREAS** ,
      Dr.
      Chen Hsing Hsu (the "Inventor"), an employee of the University of Michigan
      (the
      "Institution"), is the named inventor on U.S. Patent No. 5,753,706, issued
      May
      19, 1998 and entitled "Methods for Treating Renal Failure" (the "Licensed Patent
      Property"),




**WHEREAS** ,
      the
      Institution has transferred to the Inventor all of the Institution's right,
      title, and interest in and to the Licensed Patent Property (subject to certain
      non-commercial applications, specified below), by an Agreement for the
      Reassignment of Intellectual Property, with a last-signed date of August 16,
      2000,




**WHEREAS** ,
      the
      Inventor has granted the Licensor the exclusive license, throughout the world
      (except the People's Republic of China) to make, use, and sell products
      embodying the inventions described in the Licensed Patent Properties, as well
      as
      rights to the Patent Rights (as hereinafter defined) (as specified below) (the
      "Exclusive License"),




**WHEREAS** ,
      Licensor has developed certain Licensor Know-How (as hereinafter
      defined),




**WHEREAS** ,
      by
      operation of this exclusive license, Licensor is the sole and exclusive licensee
      of the entire right, title and interest in and to the Patent Rights (with the
      exception of the People's Republic of China) and Licensor Know-How,




**WHEREAS,** effective
      November 7, 2005 Licensor and Licensee entered into a License Agreement
      (“License Agreement”) under which Licensee obtained an exclusive license
      under such Patent Rights and Licensor Know-How to develop, have developed,
      make,
      have made, use, have used, offer to sell, sell, have sold, import and export
      the
      Compound and Product in the Territory (as hereinafter defined),




1




*******Confidential
      material redacted and filed separately with the
      Commission.**




**WHEREAS** ,
      under
      the terms of the License Agreement Licensee has paid to Licensor the following
      sums: (i) a non-refundable, non-creditable license fee of *****; (ii) a
      milestone payment for completion of a Phase II clinical trial in the amount
      of
      ***** and (iii) the amount of ***** in reimbursement of ***** of Licensor’s
      development costs associated with its Phase II clinical trial,




**WHEREAS** ,
      on or
      about September 26, 2007 Licensee entered into a Sublicense Agreement with
      Japan
      Tobacco Inc. and Torii Pharmaceutical Co., Ltd (“Japan
      Sublicense”),




**WHEREAS** ,
      Licensor has the authority and is willing to grant such license to Licensee,
      and
      Licensee is willing to accept such license from Licensor, under the terms and
      conditions set forth in this Agreement, and




**WHEREAS** ,
      the
      parties now wish to amend and restate the License Agreement in its entirety
      on
      the terms and conditions set forth herein.




**NOW
      THEREFORE** ,
      in
      consideration of the mutual promises and covenants set forth herein and other
      good and valuable consideration, the receipt of which is hereby acknowledged,
      the parties hereto agree as follows:





ARTICLE
      1. DEFINITIONS




As
      used
      in this Agreement, the following terms, whether used in the singular or the
      plural, shall have the following meanings:




1.1
      " Affiliate "
      means
      any corporation or non-corporate business entity, which controls, is controlled
      by, or is under common control with a party to this Agreement. A corporation
      or
      non-corporate business entity shall be regarded as in control of another
      corporation if it owns or directly or indirectly controls at least fifty-one
      percent (51%) of the voting stock of the other corporation, or (i) in the
      absence of the ownership of at least fifty-one percent (51%) of the voting
      stock
      of a corporation, or (ii) in the case of a non-corporate business entity, if
      it
      possesses, directly or indirectly, the power to direct or cause
      the
      direction of the management and policies of the corporation or non-corporate
      business entity, as applicable.




2


1.2  “ Combination
      Product ”
means
      a
      Product containing one or more therapeutically active ingredients in addition
      to
      the Compound.




1.3  " Compound "
      means
      ferric citrate or any other iron-based compound.




1.4  " FDA "
      means
      the United States Food and Drug Administration.




1.5  Intentionally
      omitted.




1.6  “ First
      Commercial Sale ”
means
      with respect to a Product, the first sale for end use or consumption of such
      Product in a country after all Registrations in such country have been
      obtained.




1.7  " IND "
      means
      an Investigational New Drug Application in the United States.




1.8  " Indication "
      means
      any therapeutic application for a Product that is covered by the Patent
      Rights.




1.9  “ Improvements ”
means
      any and all improvements, materials, technical data and information whether
      patented or unpatented, including but not limited to any changes to the
      Compound, to the Product or in the Licensor Know-How or Licensee Know-How
      including, but not limited to any analogues, or derivatives of the Compound,
      and
      changes in the manufacturing process for the Compound or the Product which
      are
      conceived or reduced to practice during the term of this Agreement.




1.10
      “ Licensee
      Development Data ”
means
      and includes all data relating to the Compound or the Product and all chemistry,
      manufacturing and control data relating to the development and manufacture
      of
      the Compound or the Product, results of pre-clinical and clinical studies and
      all other documentation containing or embodying any pre-clinical, clinical,
      chemistry, manufacturing and control data relating to any application for
      Registrations for a Product, which is generated by Licensee, its agents, or
      any
      Sublicensees during the term of this Agreement.




3




1.11  “ Licensee
      Know-How ”
means
      all information and materials, including but not limited to, discoveries,
      processes, instructions, formulas, data, inventions, know-how and trade secrets,
      patentable or otherwise, which arise out of the development, manufacture and
      commercialization by Licensee of the Compound or the Product, including, without
      limitation, all biological, chemical, pharmacological, toxicological,
      pharmaceutical, physical, analytical, clinical, safety, manufacturing and
      quality control data and information related thereto, and all applications,
      registrations, licenses authorizations, documents, approvals and correspondence
      relating to the Compound or the Product, including without limitation,
      correspondence submitted to Regulatory Authorities, and all information and
      data
      contained in Registrations. Licensee Know-How shall also include Licensee’s
      interest in Improvements .




1.12
      “ Licensor
      Development Data ”
means
      and includes all data to which Licensor has rights relating to the Compound
      or
      the Product and all chemistry, manufacturing and control data relating to the
      development and manufacture of the Compound or the Product, results of
      pre-clinical and clinical studies and all other documentation containing or
      embodying any pre-clinical, clinical, chemistry, manufacturing and control
      data
      relating to any application for Registrations for the Product, whether such
      Licensor Development Data is in existence as of the Effective Date or generated
      by Licensor during the term of this Agreement.




1.13  "Licensor
      Know-How” means all information and materials to which Licensor has rights,
      including but not limited to, discoveries, processes, formulas, instructions,
      data, inventions, know-how and trade secrets, patentable or otherwise, in each
      case, which as of the Effective Date and during the term of this Agreement
      are
      necessary or useful to Licensee in connection with the development,
      registration, manufacture, marketing, use or sale of a Product. Licensor
      Know-How shall also include without limitation, all biological, chemical,
      pharmacological, toxicological, pharmaceutical, physical, analytical, clinical,
      safety, manufacturing and quality control data and information related thereto,
      and all applications, registrations, licenses, authorizations, documents,
      approvals and correspondence relating to a Licensed Compound or a
      Product. **** Licensor
      Know-How shall also include Licensor’s interest in Improvements.




1.
      14  " NDA "
      means a
      New Drug Application in the United States.




4


1.15  " Net
      Sales "
      with
      respect to any Product other than a Combination Product means the gross sales
      (i.e. gross invoice prices) of such Product billed by Licensee and its
      Sublicenses to Third Party customers on all sales of a Product, and exclusive
      of
      inter-company transfer or sales, less the reasonable and customary deductions
      from such gross sales, including:




(i)
      actual credited allowances to such Third Party customers for spoiled, damaged,
      outdated and returned Product and for retroactive price reductions,




(ii)
      the
      amounts of trade, cash discounts and rebates, to the extent such discounts
      and
      rebates were not deducted by Licensee or its Sublicensees at the time of invoice
      in order to arrive at the gross invoice prices,




(iii)
      all
      transportation, handling charges and freight insurance, sales taxes, excise
      taxes, use taxes or import/export duties paid, and




(iv)
      all
      other reasonable and customary allowances and adjustments actually credited
      to
      customers whether during the specific royalty period or not.




The
      sale
      of a Product between Licensee and any of its Sublicensees solely for the
      research or clinical testing of such Product shall be excluded from the
      computation of Net Sales of such Product, provided that Licensee's sale of
      the
      Product was at cost, and such Product was used for research or clinical testing.




1.16
      " Net
      Sales "
      with
      respect to any Combination Product means the gross sales of such Product billed
      by Licensee and its Sublicensees to Third Party customers, on all sales of
      a
      Combination Product, and exclusive of inter-company transfer or sales, less
      all
      the allowances, adjustment, reductions, discounts, taxes, duties and other
      charges referred to in Section 1.15 multiplied by a fraction to be determined by
      Licensor and Licensee at such time when the Combination Product becomes
      available.




The
      sale
      of a Combination Product between Licensee and any of its Sublicensees solely
      for
      the research or clinical testing of such Product shall be excluded from the
      computation of Net Sales for such Combination Product, provided that Licensee's
      sale of the Combination Product was at cost, and such Combination Product was
      used for research or clinical testing.




5





1.17
      " Patent
      Rights "
      means
      the Licensed Patent Property ,
      and the
      patents and patent applications set forth in **Exhibit
      1** (which
      shall be updated from time to time by Licensor), all other patents and patent
      applications that are directed to the Compound or its manufacture or use and
      in
      which Licensor holds rights, including, without limititation, those patents
      and
      patent applications that are directed to Licensor’s interest in Improvements,
      and any and all patents in which Licensor holds rights and that may issue from
      any of the foregoing patent applications, including any and all divisions,
      continuations, continuations-in-part, extensions, substitutions, renewals,
      registrations, supplementary protection certificates, revalidations, reissues
      or
      additions of or to any of the aforesaid patents and patent applications, and
      any
      additional patents or patent applications to which Licensor acquires rights
      during the term of this Agreement which pertain in any way to the Compound
      or
      the Product or their manufacture or use.




1.18  “Payment
      Default” means
      Licensee’s failure to pay Licensor the license fee and milestone payments under
      Article 4, and the royalties under Article 5 for more than 90 days past the
      date
      on which these amounts are due.




1.19  " Product "
      means
      the Compound or any pharmaceutical product containing the Compound as an active
      ingredient, either alone or in combination with other active
      ingredients.




1.20  “ Proprietary
      Information ”
means
      all information, including without limitation all Licensee Know-How, Licensor
      Know-How, and all other scientific, clinical, regulatory, marketing, financial
      and commercial information or data, whether communicated in writing, orally
      or
      electronically which is provided by one party to the other party in connection
      with this Agreement.




1.21  " Registration "
      in
      relation to any Product means such approvals by a Regulatory Authority in a
      country or community or association of countries as may be legally required
      before such Product may be commercialized in such country or community or
      association of countries.




1.22  “ Regulatory
      Authority ”
means
      the applicable government regulatory authority in each country in the Territory
      involved in granting regulatory approval for the Product. Such term includes,
      without limitation, the FDA and any successor agency thereto and Committee
      on
      Proprietary Medicinal Products of the European Community and any successor
      agency thereto.




6


1.23  “ Sublicensee ”
means
      a
      Third Party to which Licensee has granted sublicense rights under the license
      granted Licensee hereunder, which rights include at least the right to sell
      the
      Product. Third Parties that are permitted to manufacture the Compound or the
      Product for supply only to Licensee or only to Sublicensees are not
“Sublicensees” and such transaction shall be deemed a transfer and not a sale of
      the Product.




1.24  " Territory "
      means
      the entire world, provided that (a) excluded from the Territory are China,
      Korea, and all other countries in the Asian Pacific Region, except that (b)
      included within the Territory is Japan.




1.25  " Third
      Party "
      means
      any party other than Licensor or Licensee or their respective Affiliates, or
      Sublicensees of Licensee or its Sublicensees.




1.26  " Valid
      Claim "
      means a
      claim of an issued and unexpired patent included within the Patent Rights which
      has not been held unenforceable or invalid in the applicable jurisdiction by
      a
      decision of a court or other governmental agency of competent jurisdiction,
      unappealable or unappealed within the time allowed for appeal, and which has
      not
      been admitted to be invalid or unenforceable through dedication, disclaimer
      or
      otherwise.





ARTICLE
      2. REPRESENTATIONS AND WARRANTIES




2.1  Each
      party represents and warrants to the other party that it has the full right
      and
      authority to enter into this Agreement, and that, to the best of its knowledge,
      there are no prior agreements, commitments or other obstacles which could
      prevent it from carrying out all of its obligations hereunder.




2.2  Licensor
      represents to Licensee that:




(a)  it
      is the
      exclusive licensee of the entire right, title and interest in and to the Patent
      Rights, and to the best of its knowledge, there
      are
      no charges, encumbrances, licenses, options,
      restrictions, liens, rights of others, disputes, proceedings or claims relating
      to, affecting, or limiting its rights or the rights of
      Licensee under this Agreement, with the exception of non-commercial uses of
      the
      Licensed Patent Properties reserved to the Institution;




7


(b)  there
      is
      no claim, pending
      or threatened, of infringement, interference or invalidity regarding any
      part
      or all of the Patent Rights and their use as contemplated in this Agreement,
      and
      it has no present knowledge from which it can be inferred that the Patent Rights
      are invalid or that their exercise would infringe the patent rights of any
      Third
      Party;




(c)  it
      has
      the right to enter into this Agreement and to grant the licenses granted
      herein, and there is
      nothing in any Third Party agreement Licensor has entered into as of the
      Effective Date, which in any way, will limit the ability of Licensor to perform
      any and all of
      the
      obligations undertaken by Licensor hereunder;




(d)  it
      will
      not enter into any agreement after the Effective Date which will limit its
      ability to perform any and all of the obligations undertaken by Licensor
      hereunder;




(e)  it
      has
      delivered to Licensee all Licensor Development Data and Licensor Know-how;
      and




(f)  to
      the
      best of its knowledge neither
      this Agreement, nor any document or piece of Licensor Development Data, Licensor
      Know-How or Patent Rights contains any untrue statement of a material fact
      or
      omits to state a material fact necessary in order to make the statements
      contained herein or therein misleading.




2.3  Licensee
      represents to Licensor that:




(a)  it
      has
      the right to enter into this Agreement and to the best of its knowledge, there
      is
      nothing in any Third Party agreement Licensee has
      entered into as of the Effective Date, which in any way, will limit the ability
      of Licensee
      to perform any and all of the obligations undertaken by Licensee hereunder,
      and




(b)  it
      will
      not enter into any agreement after the Effective Date which will limit its
      ability to perform any and all of the obligations undertaken by Licensee
      hereunder.




8




*******Confidential
      material redacted and filed separately with the
      Commission.**




ARTICLE
      3. LICENSE GRANT




3.1  Grant .
      Subject
      to the terms and conditions of this Agreement, Licensor hereby grants to
      Licensee an exclusive license, in the Territory, with the right to sublicense,
      to develop, have developed, make, have made, use, have used, offer to sell,
      sell, have sold, and import and export the Product in the Territory under the
      Licensor Know-How, and the Patent Rights for all Indications.




3.2  Sublicensing.  Sublicensees of
      Licensee shall be entitled to sublicense to third parties the right to
      manufacture the Product, provided such third party manufacturers are permitted
      to sell only to Licensee or its immediate Sublicensees. Sublicensees of Licensee
      may not grant sublicenses under this Agreement without the written consent
      of
      Licensor, which consent shall not be
      unreasonably withheld or delayed. Should Licensee or any Sublicensee of Licensee grant
      any sublicenses, the terms and conditions of such sublicenses and the identity
      of sublicensees shall be at the sole discretion of Licensee and no consent
      shall
      be required from Licensor in connection with the terms and conditions of such
      sublicenses or the identity of sublicensees, provided however, that such
      sublicenses shall be co-terminated with this Agreement.




3.3  Consent
      of Inventor .
      The
      Inventor has provided his written consent to the terms and conditions of the
      License Grant and the terms and conditions of the License Agreement. The Written
      Consent of the Inventor is set forth in **Exhibit
      2** hereto.





ARTICLE
      4. LICENSE FEE; MILESTONE PAYMENTS




4.1  Intentionally
      omitted.




4.2  Milestone
      Payments .
      Licensee will pay to Licensor the milestone payments as follows:




(a)
      Intentionally omitted.




(b)
      Within one hundred twenty (120) days following submission to the FDA of the
      first New Drug Application for a Product: *****;




(c)
      Within one hundred and twenty (120) days following a first FDA marketing
      approval for a Product: *****;




9




*******Confidential
      material redacted and filed separately with the
      Commission.**




(d)
      Within one hundred and twenty (120) days following a first marketing approval
      for a Product in any country in Europe: *****; and




(e)
      Within one hundred and twenty (120) days following a first marketing approval
      for a Product in Japan: *****.




4.3  Limitations .
      It is
      understood and agreed that Licensee shall pay the milestone payments set forth
      in Section 4.2 only with respect to the
      first Indication for
      which
      a Product achieves a particular milestone event, and regardless of the number
      of
      Products which achieve a particular milestone event.




4.4  Payment
      in Equity .
      At
      Licensee’s option, up to ***** or such greater amount as may be mutually agreed
      by Licensor and Licensee of any milestone payment due pursuant to Sections
      4.2(b) and (c) can be made in shares of unrestricted, unlegended and freely
      tradable common stock of Licensee, based on a per share price equal to the
      average closing price as listed in the Wall Street Journal over the last thirty
      (30) business days immediately preceding the date of a particular milestone
      payment is due; provided that (i) the Licensee’s common stock is traded on the
      NASDAQ National Market or other national stock exchange in the U.S. at the
      time
      the payment is made; (ii) the average trading price of such shares of common
      stock on the NASDAQ National Market or other
      national stock exchange in the U.S. in the three (3) months period immediately
      preceding the last day of a
      particular milestone payment pursuant to Sections 4.2(b) or (c) is due exceeds
      *****, and (iii) the *****  immediately
      preceding the payment due date exceeds *****. It
      is
      understood and agreed that the Licensee has the right to refuse any or all
      payment in the form of stock by the Licensor pursuant to this Section 4.4 if
      the
      Licensor has reasons to believe that the stock delivered is not unrestricted,
      unlegended or freely tradable.




10




*******Confidential
      material redacted and filed separately with the
      Commission.**




4.5  Sublicense
      Payments .
      In the
      event that Licensee enters into a sublicense agreement other than the Japan
      Sublicense, Licensee shall pay to Licensor a sublicense payment in an amount
      equal to ***** of any Sublicense Income within thirty (30) days of receipt
      thereof by Licensee. For purposes of this Section 4.5, Sublicense Income shall
      mean consideration in any form received by Licensee or an Affiliate of Licensee
      in connection with a grant to any third party or parties of a sublicense or
      other right, license, privilege or immunity to make, have made, use, sell,
      have
      sold, distribute, import or export Products or to practice licensed methods.
      Sublicense Income shall include, without limitation, any license signing fee,
      license maintenance fee, unearned portion of any minimum royalty payment
      received by Licensee, equity, distribution or joint marketing fee, research
      and
      development funding in excess of Licensee’s cost of performing such research and
      development, and any consideration received for an equity interest in, extension
      of credit to or other investment in Licensee to the extent such consideration
      exceeds the fair market value of the equity or other interest received as
      determined by agreement of the parties or by an independent appraiser mutually
      agreeable to the parties. Notwithstanding the foregoing, Sublicense Income
      shall
      not include (i) sales-based milestones; (ii) royalty payments; or (iii)
      sublicense income received by Licensee under the Japan Sublicense. Nothing
      in
      this Section 4.5 shall affect the milestone payments otherwise owed to Licensor
      under Section 4.2 of this Agreement, except that to the extent that a payment
      is
      owed to Licensor under Section 4.2, then any sublicense payment that is
      triggered by the same event (i.e., submission to the FDA of the first New Drug
      Application, first FDA marketing approval, first marketing approval for a
      Product in Europe and first marketing approval for a Product in Japan) shall
      be
      waived and shall not be owed to Licensor under this Section 4.5.




ARTICLE
      5. ROYALTIES




5.1  Royalties. In
      consideration of the license rights granted to Licensee hereunder, Licensee
      shall pay or cause any
      Sublicensee  to pay to
      Licensor a royalty on their
      respective Net
      Sales ,
      as
      follows: for each
      Product where the manufacture, use or sale of such Product would but for the
      license granted hereunder, infringe a Valid Claim a royalty of ***** on
      Net
      Sales.




5.2  Limitation .
      If the
      laws of any country where royalties are payable under Section 5.1 limit the
      amount of royalty or the duration of such royalty payments to less than the
      amount specified herein, then the royalty payment to Licensor shall be limited
      to that permitted by law.




11




5.3  Accrual
      of Royalties. No
      royalty shall be payable on a Product made, sold, or used for testing or
      development purposes or distributed as samples, provided such samples are sold
      by Licensee (or its Sublicensee) at cost. No royalties shall be payable on
      sales
      among Licensee and its Sublicensees, but royalties shall be payable on
      subsequent sales by Licensee or its Sublicensees to a Third Party. No multiple
      royalty shall be payable because the manufacture, use, or sale of a Product
      is
      covered by more than one Valid Claim.




5.4  Royalty Withheld due
      to Invalid Claims. In the
      event that all applicable claims of a patent included within the Patent Rights
      under which Licensee is paying a royalty according to Section 5.1 shall be
      held
      invalid or unenforceable by a court of competent jurisdiction in a given country
      of the Territory, Licensee may withhold payments of royalties which would
      otherwise have been due on Net Sales in that country by reason of Section 5.1
      until such judgment shall be finally reviewed by an unappealed or unappealable
      decree of a higher court of competent jurisdiction in such country. The Licensee
      shall promptly repay Licensor any withheld royalty payments upon
      a
      final adjudication that the applicable claims of a patent included within the
      Patent Rights under which Licensee is paying a royalty under Section 5.1 are
      valid and enforceable.




5.5  Compulsory
      Licenses .
      If
      Licensee is caused to grant a compulsory license to any Third Party with respect
      to a Product in any country in the Territory, then the royalty rate to be paid
      by Licensee on Net Sales due on such Product in that country under Section
      5.1
      shall be reduced to the rate paid by such Third Party compulsory licensee on
      such Product.




12




ARTICLE
      6. ROYALTY REPORTS AND ACCOUNTING




6.1  Royalty
      Reports and Records. Beginning with the First Commercial Sale by Licensee or any Sublicensee as
      the
      case may be of a Product in any country of the Territory, and continuing
      thereafter during the term of this Agreement, Licensee shall furnish ,
      and
      shall cause any Sublicensee to furnish, to
      Licensor a written report covering each calendar quarter (the "Reporting
      Period") showing (a) the Net Sales of each Product in each country of the
      Territory where royalties are payable under Section 5.1 during the Reporting
      Period; (b) the royalties, payable in United States Dollars, which shall have
      accrued hereunder in respect of such sales with a summary computation of such
      royalties; (c) withholding taxes, if any required by law to be deducted in
      respect of such sales; and (d) the exchange rates used in determining the amount
      of United States Dollars payable in respect of sales outside the United States.
      With respect to sales of a Product invoiced in a currency other than United
      States Dollars, the Net Sales and royalty payable shall be expressed in the
      domestic currency of the party making the sale together with the United States
      Dollars equivalent of the royalty payable, calculated using the simple average
      of the exchange rate published in the Wall Street Journal on the last day of
      each month of the Reporting Period. If any Sublicensee makes any sale invoiced
      in a currency other than its domestic currency, the Net Sales shall be converted
      to its domestic currency in accordance with its normal accounting principles.
      Licensee's Sublicensees shall have the option of making any royalty payment
      directly to Licensor. However, notwithstanding anything to the contrary, the
      Licensee shall continue to be liable for all royalties due under Section 5.1
      until they are paid. Licensee or its Sublicensee shall furnish to Licensor
      appropriate evidence of payment of, and itemize any tax, credits or specific
      amount deducted from any royalty payment.




6.2  Royalty
      Reports and Payments. Royalty
      reports and payments shall be due sixty (60) days after the close of each
      Reporting Period. Payment of royalties in whole or in part may be made in
      advance of such due date. In case no royalty is due for any given Reporting
      Period, Licensee shall so report to Licensor. Licensee and its Sublicensees
      shall keep accurate records in sufficient detail to enable the royalty payable
      hereunder to be determined and confirmed. Licensee shall be responsible for
      all
      royalties, late payments, and interest that are due but have not been paid
      by
      Licensee's Sublicensees.




13


6.3  Right
      to Audit. Upon
      written request of Licensor, but not more than once in each calendar year nor
      more than once in respect to any given calendar year, Licensee shall permit
      an
      independent public accountant, selected by Licensor and acceptable to Licensee,
      which acceptance shall not be unreasonable withheld, to have access during
      normal business hours to those records of Licensee as may be reasonably
      necessary to verify the accuracy of the royalty reports hereunder in respect
      of
      any calendar year ending not more than thirty-six (36) months prior to the
      date
      of such request. Licensee shall include in each Sublicense granted by it
      pursuant to this Agreement a provision requiring the Sublicensee to keep and
      maintain records of sales made pursuant to such sublicense and to grant the
      same
      right of access to such records to Licensor's independent accountant. Upon
      the
      expiration of thirty-six (36) months following the end of any calendar year,
      the
      calculation of royalties payable with respect to such calendar year shall be
      binding and conclusive upon the parties, and Licensee and its Sublicensees
      shall
      be released from any liability or accountability with respect to
      royalties (and
      Licensor for an overpayment of royalties) for such
      calendar year, unless (a) an audit requested by Licensor prior to expiration
      of
      such thirty-six (36) months period has not yet been completed, or (b) Licensor
      has notified Licensee prior to the expiration of such thirty-six (36) months
      period that such audit has revealed a discrepancy regarding such calculation.
      The report prepared by such independent public accountant, a copy of which
      promptly shall be provided to Licensee, shall disclose only the amount of any
      underpayment or overpayment of royalties, if any, without disclosure of or
      reference to supporting documentation. If such independent accountant's report
      shows any underpayment of royalties, Licensee shall remit or shall cause its
      Sublicensees to remit to Licensor the amount of such underpayment within thirty
      (30) days after Licensee's receipt of such report, and if such underpayment
      exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor
      for its reasonable out-of-pocket expenses for the audit, upon submission of
      supporting documentation. Any
      overpayment of royalties shall be creditable against future royalties payable
      in
      subsequent royalty periods, allocated evenly over the next-following two (2)
      royalty periods. In
      the
      event this Agreement is terminated or expires before such overpayment is fully
      credited, Licensor shall pay Licensee the portion of such overpayment not
      credited within one hundred twenty (120) days  after
      the
      date of such termination or expiration.




14




*******Confidential
      material redacted and filed separately with the
      Commission.**




6.4  Confidentiality
      of Records .
      Licensor agrees that all information subject to review under Section 6.3 or
      under any sublicense agreement shall be deemed the Proprietary Information
      of
      Licensee.




6.5  Late
      Payment Interest .
      Royalties and other payments required to be paid by Licensee pursuant to this
      Agreement shall, if overdue, bear interest at the rate equal to two percent
      (2%)
      over the prime rate as quoted by Citibank NA and not to exceed ten percent
      (10%)
      per annum until
      paid. The payment of such interest shall not preclude Licensor from exercising
      any other rights it may have because any payment is overdue.





ARTICLE
      7. DEVELOPMENT AND MARKETING PROGRAM




7.1 Clinical
      Development Program. Licensee
      shall use
      commercially reasonable best efforts (a) to conduct a clinical development
      program directed to obtaining FDA approval of at least one Product for at least
      one Indication to be selected by Licensee (the "Development Program"), and
      (b)
      if, in the opinion of Licensee, the results of the Development Program so
      justify, to diligently seek FDA approval for such Product for such Indication.
      For purposes of this Section, "commercially reasonable best efforts" shall
      mean
      efforts consistent with those used by Licensee in its own priority development
      projects with its own products deemed to have high commercial potential.




7.2  Fulfillment .
      Licensee's reasonable efforts set forth in Section 7.1 with
      respect to the US shall
      be
      deemed to have been fulfilled if Licensee




(a)
      *****




(b)
      *****




For
      purposes of this Section 7.2, *****. All clinical studies are to be conducted
      under an IND in the United States, or if conducted by Licensee outside the
      United States, are to be acceptable to the FDA for Registration of a Product
      in
      the United States. While
      fulfilling or in Licensee’s discretion, upon fulfillment of the above
      obligations, Licensee shall use commercially reasonable best efforts to
      commercialize the Product outside the US, within the Territory.




15




7.3  Suspension
      of Development Program .
      Licensee’s obligation to conduct the Development Program is expressly
      conditioned on the continuing absence of any event
      or
      condition (such as, but not limited to, a regulatory action affecting the
      Product or the existence of an issue relating to the safety or efficacy of
      the
      Product, the introduction of a therapy which has superior safety and/or
      efficacy, or the existence of any circumstances, economic or otherwise, which
      make the development or marketing of the Product, in Licensee’s judgment,
      commercially unrewarding) that would suggest to Licensee, in exercising prudent
      and justifiable business judgment, that development or marketing of the Product
      should be suspended or stopped altogether, and Licensee’s obligation to develop
      or market the Product may be suspended for up to six (6) months, after which
      time the Development Program shall be resumed or this Agreement may be
      terminated by Licensor, at the sole discretion of Licensor.




7.4  Mutual
      Assistance .




(a)  Licensor
      Development Data .
      As soon
      as practical after the Effective Date, Licensor will make available to Licensee
      all Licensor Development Data in the possession of Licensor, and will cooperate
      with and provide reasonable assistance to Licensee in its evaluation of such
      Licensor Development Data. On a continuing basis during the term of this
      Agreement, Licensor shall make available to Licensee all additional Licensor
      Development Data generated by Licensor or any Third Party on behalf of Licensor.
      Licensor shall provide Licensee with a right of reference to all such Licensor
      Development data and Licensee shall have the right to include such Licensor
      Development Data in any of its applications for Registrations. All such Licensor
      Development Data shall be deemed the Proprietary Information of Licensor, and
      all right, title and interest in and to such Licensor Development Data shall
      remain vested in Licensor.




(b)  In
      the
      event that either party receives any inquiries from any Regulatory Authority
      which may affect the development and marketing of a Product, such party shall
      immediately notify the other party. Licensee shall be responsible for responding
      to Regulatory Authorities within the Territory and Licensor shall be responsible
      for responding to Regulatory Authorities outside the Territory. The parties
      agree to exchange regulatory information and reports for compliance with local
      Regulatory Authorities and to provide reasonable assistance to the other in
      formulating a response
      to the aforementioned inquiries, including being available to meet with the
      Regulatory Authority if necessary. Licensee shall reimburse Licensor for its
      reasonable expenses incurred in rendering such assistance in the Territory,
      upon
      presentation by Licensor of an invoice documenting such expenses and Licensor
      shall reimburse Licensee for its reasonable expenses incurred in rendering
      such
      assistance outside the Territory, upon presentation by Licensee of an invoice
      documenting such expenses.




16




*******Confidential
      material redacted and filed separately with the
      Commission.**




7.5  Registrations .
      Subject
      to the terms and conditions of this Agreement, each application for Registration
      shall be filed in the name of Licensee or a designated Affiliate or sublicensee.
      Licensee shall own all right, title and interest in and to all applications
      for
      Registrations and granted Registrations. Licensee shall be responsible for
      all
      disclosures and correspondence to and with the Regulatory Authorities, and
      all
      disclosures and correspondence with any Regulatory Authority in the Territory
      involving Licensor shall be made through Licensee. Licensee shall keep Licensor
      advised of the status of all Registrations and any applications for
      Registration.




7.6 Licensee
      Development Data .
      All
      Licensee Development Data shall be deemed the Proprietary Information of
      Licensee, and all right, title and interest in and to such Licensee Development
      Data shall vest in Licensee, subject to Section 12.4.2.




7.7 Production
      of Clinical Supplies of the Compound .




(a) Both
      parties agree to work in good faith to fully collaborate to review and
      administer the manufacturing program for the Compound and to resolve any
      technical issues both immediately after the Effective Date and at least annually
      thereafter during *****.




(b) For
      the
      period commencing on the Effective Date and continuing for ***** following
      Registration in the United States ***** Licensee (and its Sublicensees) *****.
      In consideration for such supply, Licensee shall provide compensation to
      Licensor at ***** over Licensor's manufacturing
      and procurement cost.
      Notwithstanding the preceding two sentences, decisions and actions related
      to
      pharmaceutical development and manufacturing of the Clinical Supplies are
      subject to joint review and approval .
      *****.




17




*******Confidential
      material redacted and filed separately with the
      Commission.**




( c ) As
      requested by Licensee, *****, Licensor shall make its best efforts to assist
      Licensee *****. Licensor shall provide assistance to Licensee to transfer any
      know-how and technology from ***** of Licensor to ***** by Licensee *****.




( d ) In
      the
      event that either party elects to procure Clinical Supplies from the
      other  ***** ,
      in
      consideration for such clinical supplies, the supplies shall be transferred
      at
      ***** over manufacturing and procurement cost.




7.8 Intentionally
      omitted.




7.9  Progress
      Reports .
      Within
      thirty (30) days of the close of each calendar quarter, Licensee shall provide
      to Licensor a written report of Licensee's progress and activities in meeting
      Licensee's obligations under Sections 7.1 and 7.2 ("Progress Report"). Progress
      Reports shall be in writing, and shall set forth, in reasonable detail, relevant
      information including (i) the status of clinical development programs for any
      Product; (ii) the status of regulatory approvals in the US and in other
      jurisdictions within the Territory concerning Products; and (iii) the status
      of
      other development activities regarding Products. Licensee shall promptly
      supplement or clarify such Progress Reports, upon Licensor's reasonable
      request.




ARTICLE
      8. PATENTS AND IMPROVEMENTS




8.1   Patents




8.1.1   Patent
      Prosecution and Maintenance.  Licensee
      shall use reasonable efforts to prosecute the patent applications that are
      enumerated in Exhibit 1 of this Amended License Agreement at the time of its
      execution, to obtain patents thereon, to conduct any interference,
      re-examination, reissue and opposition proceedings, and to maintain patents
      included in the Patent Rights in effect during the term of this Agreement.
      Licensee shall be solely responsible for all costs and expenses relating to
      such
      patent applications and patents.




8.1.2  Patent
      Counsel .
      The
      parties shall use patent counsel to be mutually agreed upon. Initially, such
      counsel shall be Albert Wai-Kit Chan, Esq. In the event that Licensee believes
      that Mr. Chan is not providing the appropriate level
      of
      service or expertise, then Licensor and Licensee will meet to propose new
      counsel that is mutually acceptable to both parties.




18




8.1.3  Consultation
      and Decision .
      Licensee shall regularly consult with Licensor and shall keep Licensor advised
      of the status of all patent applications and patents relating to the Patent
      Rights by providing Licensor with copies of such patent applications and patents
      and copies of all patent office correspondence relating thereto including any
      office actions received by Licensee and responses or other papers filed by
      Licensee. Licensee specifically agrees to provide Licensor with copies of patent
      office correspondence in sufficient time for Licensor to review and comment
      on
      such correspondence and submit to Licensee any proposed response thereto.
      Licensee further agrees to provide Licensor with sufficient time and
      opportunity, but in no event less than ten (10) days, to review, comment and
      consult on all proposed responses to patent office correspondence relating
      to
      such patent applications and patents. Licensor agrees that all final decisions
      regarding the preparation and prosecution of such patent applications and
      patents, reissues, reexaminations, interferences and oppositions relating
      thereto shall be made by Licensee after consultation with Licensor.
      Notwithstanding the foregoing, in the event of a decision regarding a
      Significant Event, Licensee will provide Licensor with notice of such
      Significant Event and Licensor shall have thirty (30) working days in which
      to
      assent or refuse to assent to such action, with such assent not to be
      unreasonably withheld. For purposes of this Section 8.1.3, “Significant Event”
shall mean abandonment of an application, the filing of divisional or
      continuation applications, or a significant narrowing of the scope of patent
      application claims. Licensee shall have the right in its sole discretion after
      consultation with Licensor, to discontinue the prosecution of any such patent
      applications or the maintenance of any such patents, and Licensor shall have
      the
      right to assume responsibility for the prosecution of such patent applications
      or the maintenance of such patents at its own expense. If Licensee
      elects not to prosecute ,
      and
      Licensor elects not to assume, any such
      patent applications or not to maintain any such patents in any
      country within the Territory ,
      Licensee’s license rights and its obligations under this Agreement, with respect
      to such patent applications and patents in
      such
      country shall
      terminate , without
      affecting its license rights and
      other obligations to pay with
      respect to any other patent applications or patents included in the Patent
      Rights.




19




8.1.4   Additional
      Patents .
      After
      the Effective Date of this Agreement, the parties may, by mutual agreement,
      amend Exhibit 1 to add additional patents related to the Compound (“Additional
      Patents”). Upon the written amendment of Exhibit 1, such Additional Patents
      shall be prosecuted and maintained in accordance with the provisions of this
      Section 8.1.




8.2   Improvements .




(a)  Each
      party shall notify the other party promptly of any sole or joint inventions
      directed to Improvements under such party's control.




(b)  As
      between the parties, Licensee shall own all right, title and interest in and
      to
      Improvements invented solely by Licensee’s employees or contractors and Licensor
      shall own all right, title and interest in and to Improvements invented solely
      by Licensor’s employees or contractors. Patent applications and patents directed
      to jointly invented Improvements shall be jointly assigned to and owned by
      Licensee and Licensor, and the rights of the parties with respect thereto shall
      be determined according to the laws of the countries in which such patent
      applications and patents are held. During the term of this Agreement, either
      party shall have the liberty to freely practice Improvements in its respective
      territories.




(c)  During
      the term of this Agreement, for patent applications and patents relating to
      Improvements invented solely by Licensor, the provisions of Section 8.1.4 shall
      apply.




(d)  Following
      expiration or termination of this Agreement, Licensor shall be solely
      responsible, at its sole discretion and expense, for preparing, filing,
      prosecuting and maintaining in such countries where it deems appropriate, patent
      applications and patents relating to Improvements invented solely by Licensor
      and for conducting interference, re-examination, reissue and opposition
      proceedings relating to such patent applications and patents.




20




(e)  During
      the term of this Agreement, Licensee shall be responsible, in its sole
      discretion and expense, for preparing, filing, prosecuting and maintaining
      in
      such countries where it deems appropriate, patent applications and patents
      relating to Improvements invented solely by Licensee or jointly by Licensee
      and
      Licensor. Notwithstanding the foregoing, if Licensee elects (after consultation
      with Licensor) not to prosecute, or to discontinue the prosecution of any patent
      applications concerning joint inventions, or to discontinue the maintenance
      of
      any patents concerning joint inventions, then (i) Licensor shall have the right
      to assume the full responsibility for the prosecution of such patent
      applications or the maintenance of such patents at its own costs expense, (ii)
      Licensee shall assign its interest in such patents and patent applications
      to
      Licensor, and (iii) such patents and patent applications shall no longer be
      subject to this Agreement.




(f)  Following
      expiration or termination of this Agreement, Licensee shall be solely
      responsible, in its sole discretion and expense, for preparing, filing,
      prosecuting and maintaining in such countries where it deems appropriate, patent
      applications and patents relating to Improvements invented solely by Licensee
      and for conducting interference, re-examination, reissue and opposition
      proceedings relating to such patent applications and patents.




(g)  Following
      expiration or termination of this Agreement, the parties shall be jointly
      responsible for preparing, filing, prosecuting and maintaining in such countries
      where the parties jointly agree, patent applications and patents relating to
      improvements jointly invented by the parties and for conducting interference,
      re-examination, reissue and opposition proceedings relating to such patent
      applications and patents. The parties shall jointly bear all costs relating
      thereto. If one party elects to discontinue the prosecution of any patent
      applications and patents filed pursuant to this Section 8.2(g), or not to
      conduct any further activities with respect to such patent applications or
      patents, the party electing to discontinue any such activities shall assign
      to
      the other party all right, title and interest in and to such patents or patent
      applications. The party electing to continue such activities shall be solely
      responsible for all costs relating to such activities.




21




ARTICLE
      9. INFRINGEMENT




9.1   Infringement
      by a Third Party .
      In the
      event that either party becomes aware that a Compound or a Product being made,
      used or sold by a Third Party infringes the Patent Rights licensed hereunder,
      such party shall promptly advise the other party of all known facts and
      circumstances relating thereto *.* Licensor
      shall have the first right to enforce at Licensor’s sole expense the Patent
      Rights licensed under this Agreement against infringement by third parties.
      Licensee shall reasonably cooperate in any such enforcement and, if necessary,
      join as a party therein, at the expense of Licensor. Licensor shall have the
      right to retain 100% of the proceeds of any such enforcement action. In the
      event that Licensor does not file suit against or commence settlement
      negotiations with a substantial infringer of the Patent Rights within six (6)
      months after receipt of and a written demand from Licensee that Licensor bring
      suit, then Licensee shall have the right to enforce at its own expense any
      patent licensed hereunder on behalf of itself and Licensor, Licensor shall
      reasonably cooperate with Licensee, at the expense of Licensee. In this case,
      Licensee shall have the right to retain 100% of the proceeds of any such
      enforcement action.




9.2  Infringement
      by Licensee .
      In the
      event that it is determined by any court of competent jurisdiction that the
      manufacture, use or sale of any Product by Licensee or its Sublicensees in
      accordance with the terms and conditions of this Agreement infringes, or
      Licensee and Licensor reasonably determine and agree that the manufacture,
      use
      or sale of such Product is likely to infringe, an additional Third Party patent
      or related intellectual property right in any country in the Territory, Licensee
      shall in consultation with Licensor use its reasonable best efforts to: (i)
      procure at Licensee’s expense a license from such Third Party authorizing
      Licensee to continue to manufacture, use or sell such Product; or (ii) modify
      such Product or its manufacture so as to render it non-infringing. In the event
      that neither of the foregoing alternatives is reasonably available or
      commercially feasible, Licensee may at its option (i) either cease the
      manufacture, use and sale of such Product for so long as and to the extent
      that
      such activities are infringing the relevant Third Party patents, in which case
      the obligation of Licensee hereunder to pay royalties shall also cease, or
      (ii)
      terminate the rights and licenses granted solely with respect to a country
      or
      countries within the Territory in which the infringement of Third Party patents
      has occurred or is likely to occur, in which case the obligation of Licensee
      hereunder to pay royalties shall also terminate with respect to that country
      or
      countries within the Territory.




22




ARTICLE
      10. INDEMNIFICATION




10.1 Indemnification
      by Licensee. Licensee
      agrees to indemnify and hold Licensor, its directors, officers, employees and
      agents harmless from and against any liabilities or damages or expenses in
      connection therewith (including reasonable attorneys' fees and costs and other
      expenses of litigation) resulting from (i) any
      willful misrepresentation of a material fact or breach of warranty under this
      Agreement, (ii) claims by Third Parties arising out of Licensee's or its
      Sublicensees' manufacture, use, sale or testing of Product; and (iii) the
      enforcement by Licensor of its indemnification rights against Licensee under
      clause (ii) of this Section 10.1.




10.2  Indemnification
      by Licensor .
      Licensor hereby agrees to indemnify and hold Licensee and its officers,
      directors, employees and agents harmless from and against any liabilities or
      damages or expenses in connection therewith (including reasonable attorneys'
      fees and costs and other expenses of litigation) resulting from any willful
      misrepresentation of a material fact or breach of warranty under this Agreement
      and the enforcement by Licensee of its indemnification rights under this Section
      10.2.




10.3  Indemnification
      Procedures. Each
      indemnified party shall promptly notify the indemnifying party in writing of
      any
      action, claim or liability in respect of which the indemnified party intends
      to
      claim indemnification from the indemnifying party. The indemnified party shall
      permit the indemnifying party, at its discretion, to settle any such action,
      claim or liability, and agrees to the complete control of such defense or
      settlement by the indemnifying party, provided however, that such settlement
      does not adversely affect the rights of the indemnified party hereunder or
      impose any obligations on the indemnified party in addition to those set forth
      herein in order for it to exercise such rights. No such action, claim or
      liability shall be settled by the indemnified party without the prior written
      consent of the indemnifying party, which consent shall not be unreasonably
      withheld or delayed, and the indemnifying party shall not be responsible for
      any
      legal fees or other costs incurred by the indemnified party other than as
      provided herein. The indemnified party and its directors, officers, employees
      and agents shall cooperate fully with the indemnifying party and its legal
      representatives in the investigation and defense of any action, claim or
      liability covered by this indemnification, and shall have the right, but not
      the
      obligation, to be represented by counsel of their own selection and at their
      own
      expense.




23


10.4  Limitation
      of Liability .
      Notwithstanding anything to the contrary herein, neither party shall be liable
      to the other party for any indirect, incidental or consequential damages arising
      out of any terms or conditions in this Agreement or with respect to the
      performance hereof.




10.5  Survival
      of Representations and Warranties. The representations and warranties
      contained in this Agreement shall survive the expiration or termination of
      this
      Agreement and shall remain in full force and effect.





ARTICLE
      11. CONFIDENTIALITY




11.1  Treatment
      of Proprietary Information .
      Except
      as otherwise provided in this Article 11, during the term of this Agreement
      and
      for a period of five (5) years following expiration or termination thereof,
      a
      party (the "Receiving Party") will retain in confidence and use only for
      purposes of this Agreement Proprietary Information supplied by or on behalf
      of
      the other party (the "Disclosing Party"). For purposes of this Article 11,
      all
      such Proprietary Information which a Receiving Party is obligated to retain
      in
      confidence shall be disclosed in written form and marked "Confidential" or
      with
      similar designation, or if originally disclosed visually or orally, reduced
      to
      such written form within thirty (30) days of such original
      disclosure.




24


11.2 Right
      to Disclose. To the
      extent it is reasonably necessary or appropriate to fulfill its obligations
      or
      exercise its rights under this Agreement or any rights which survive termination
      or expiration hereof, a Receiving Party may disclose Proprietary Information
      to
      its Affiliates, Sublicensees, consultants, agents, outside contractors and
      clinical investigators (collectively the “Representatives”) on condition that
      such Representatives agree (i) to keep the Proprietary Information confidential
      for a least the same time periods and to the same extent as such party is
      required to keep the Proprietary Information confidential and (ii) to use the
      Proprietary Information only for such purposes as the Receiving Party is
      entitled to use the Proprietary Information. Each party warrants that each
      of
      its Representatives to whom any Proprietary Information is disclosed shall
      previously have been informed of the confidential nature of the Proprietary
      Information and shall have agreed to be bound by the terms and conditions of
      confidentiality as set forth in this Agreement. The Receiving Party shall ensure
      that the Proprietary Information provided by the Disclosing Party shall not
      be
      used or disclosed by such Representatives except as permitted by this Agreement.
      The Receiving Party shall stand responsible for any breach by its
      Representatives of the confidentiality provisions set forth in this Agreement.




11.3  Release
      From Restrictions. The
      obligation not to disclose Proprietary Information shall not apply to any part
      of such Proprietary Information which:




(i)
      is or
      becomes patented, published or otherwise part of the public domain other than
      by
      the unauthorized acts of the Receiving Party or its Affiliates or Sublicensees
      in contravention of this Agreement; or




(ii)
      is
      disclosed to the Receiving Party by a Third Party which did not obtain such
      Proprietary Information directly or indirectly from the Disclosing Party; or




(iii)
      prior to disclosure under this Agreement, was already in the possession of
      the
      Receiving Party as evidenced by its written records, provided such Proprietary
      Information was not obtained, directly or indirectly, from the Disclosing Party;
      or




(iv)
      is
      developed by the Receiving Party independent of Proprietary Information received
      from the Disclosing Party as evidenced by its written records.




25


11.4.  Public
      Domain .
      For the
      purpose of this Agreement, specific information disclosed as part of the
      Proprietary Information shall not be deemed to be in the public domain or in
      the
      prior possession of the Receiving Party merely because it is embraced by more
      general information in the public domain or by more general information in
      the
      prior possession of the Receiving Party.




11.5  Ownership
      of Proprietary Information .
      Except
      as otherwise agreed to hereunder, all Proprietary Information disclosed by
      the
      Disclosing Party shall remain the property of the Disclosing Party. Upon the
      written request of the Disclosing Party (i) all tangible Proprietary Information
      provided by the Disclosing Party (including, but not limited to all copies
      thereof and all unused samples of materials provided by the Disclosing Party)
      except for Proprietary Information consisting of analyses, studies and other
      documents prepared by or for the benefit of the Receiving Party shall be
      promptly returned to the Disclosing Party, and (ii) all portions of such
      analyses, studies and other documents not prepared by or for the benefit of
      the
      Receiving Party (including all copies thereof) which are within the definition
      of Proprietary Information shall be destroyed, and the Receiving Party shall
      certify such destruction in writing to the Disclosing Party. Notwithstanding
      the
      foregoing, the Receiving Party may retain one copy of the Proprietary
      Information of the Disclosing Party in its legal department for the sole purpose
      of determining its obligations hereunder.




11.6  Legal
      Disclosure .
      The
      Receiving Party may disclose the Proprietary Information of the Disclosing
      Party
      to the extent reasonably necessary in prosecuting or defending litigation,
      complying with applicable laws, governmental regulations or court order, or
      otherwise submitting required information to tax or other governmental
      authorities. If the Receiving Party intends to so disclose any such Proprietary
      Information, the Receiving Party shall provide the Disclosing Party prompt
      prior
      notice of such fact so that the Disclosing Party may seek to obtain a protective
      order or other appropriate remedy concerning any disclosure of such Proprietary
      Information. The Receiving Party will reasonably cooperate with the Disclosing
      Party in connection with the Disclosing Party’s efforts to obtain any such order
      or other remedy. If any such order or other remedy does not fully preclude
      the
      disclosure of such Proprietary Information, the Receiving Party will make such
      disclosure only to the extent that such disclosure is legally required and
      will
      use its reasonable efforts to have confidential treatment accorded to the
      disclosed Proprietary Information.




26


11.7  No
      Title .
      Except
      as otherwise expressly set forth in this Agreement, nothing herein shall be
      construed as giving the Receiving Party any right, title and interest in and
      to
      the Proprietary Information of the Disclosing Party.




11.8  Permitted
      Disclosures .




11.8.1  Disclosure
      by Licensee .
      Notwithstanding the foregoing, subject to review and comment by Licensor,
      Licensee may disclose Licensor Proprietary Information to the extent such
      disclosure is reasonably necessary for (a) the development of the Compound
      or
      the Product, (b) the filing of applications for Registration, (c) the
      commercialization of the Compound or the Product, or (d) the filing or
      prosecution of a patent applications and patents relating to Improvements
      invented solely by Licensee or jointly by Licensee and Licensor.




11.8.2  Disclosure
      by Licensor .
      Notwithstanding the foregoing, subject to review and comment by Licensee,
      Licensor may disclose Licensee Proprietary Information to the extent such
      disclosure is reasonably necessary for the filing or prosecution of patent
      applications and patents relating to Improvements invented solely by Licensor.




11.9  Publications.
      Neither Party shall submit or present any written or oral publication, any
      manuscript, abstract or the like which includes data or other information
      related to the Compound or the Products or the Proprietary Information of the
      other Party without first obtaining the prior written consent of the other
      Party.





ARTICLE
      12. TERM AND TERMINATION




12.1  Term. Unless
      terminated sooner as provided herein, this Agreement shall continue in full
      force and effect from the Effective Date until the expiration of Licensee's
      obligation to pay royalties hereunder. Upon expiration or termination of this
      Agreement with respect to one or more countries of the Territory, the rights
      and
      obligation of the parties with respect to each such country or countries shall
      cease, except as follows:




27


(i)
      upon
      expiration or termination by either party for any reason, the rights and
      obligations under Articles 2, 6, 10, 11, 12 and 22 and the applicable provisions
      of Section 8.2;




(ii)
      expiration or termination of this Agreement shall not relieve either party
      of
      any obligations which accrued to that party prior to such expiration or
      termination for any reason; and




(iii)
      any
      cause of action or remedy for breach shall survive the expiration or termination
      of this Agreement.




12.2  Termination
      by Licensee.




12.2.1  Licensee
      may terminate this Agreement (i) in its entirety or (ii) with respect to one
      or
      more countries of the Territory without affecting the Agreement or the licenses
      granted hereunder in any other country of the Territory, without cause at any
      time upon at least ninety (90) days prior written notice to
      Licensor.




12.2.2  Licensee
      may terminate this Agreement upon or after the breach of any material provision
      of this Agreement by Licensor if such breach is not cured within ninety (90)
      days after Licensee gives Licensor written notice thereof.




12.2.3
      Licensee may terminate this Agreement in its entirety for cause upon at least
      ninety (90) days prior written notice to Licensor upon
      or
      after the bankruptcy, insolvency, dissolution or winding up of Licensor other
      than for the purpose of reconstruction or amalgamation.




12.3  Termination
      by Licensor .




12.3.1  Licensor
      may terminate this Agreement in its entirety for cause at any time upon at
      least
      ninety (90) days prior written notice to Licensee upon the occurrence of any
      of
      the following:




(a)
      upon
      or after the breach of any material provision of this Agreement by Licensee
      if
      such breach is not cured within ninety (90) days after Licensor gives Licensee
      written notice thereof;




(b)
      upon
      a Payment Default; or




28




*******Confidential
      material redacted and filed separately with the
      Commission.**




(c)
      upon
      or after the bankruptcy, insolvency, dissolution or winding up of Licensee
      other
      than for the purpose of reconstruction or amalgamation; or




12.4  Rights
      Following Termination .




12.4.1  Subject
      to the provisions of Section 8.2 with respect to Improvements, in the event
      of
      termination of this Agreement with respect to all countries in the Territory,
      Licensee will promptly transfer and hand over to Licensor all Licensor
      Development Data and
      Licensor Know-How  p rovided
      to Licensee hereunder. Each party will return to the other party all
      copies of the Proprietary Information supplied by one party to the other party
      hereunder, except that one copy of such Proprietary Information may be retained
      by each party for archival purposes only.




12.4.2  Upon
      termination of this Agreement or the license rights granted hereunder by either
      party for any reason with respect to one or all countries
      of the Territory (other than a termination by Licensee for an uncured breach
      or
      default by Licensor), Licensee will grant Licensor access to (and allow Licensor
      to obtain copies of) all Licensee Development Data and
      Licensee Know-How and
      shall promptly take all steps necessary to transfer all right, title and
      interest in any Registration, marketing authorizations or other regulatory
      approvals to Licensor. Licensor shall have the right to disclose to a Third
      Party all such Licensee Development Data and
      Licensee Know-How in
      connection with Licensor’s effort to license to such Third Party the right to
      manufacture and sell a Product in those countries where termination of
      Licensee’s rights has occurred. Such use or disclosure shall be subject to the
      Licensee’s rights in countries where termination has not occurred and to the
      right, title and interest in such Licensee Development Data and Licensee
      Know-How which shall remain vested in Licensee. The Third Party shall not be
      entitled to sublicense, assign or transfer any of the rights granted to it
      by
      Licensor except to an Affiliate of such Third Party. Licensee
      agrees to cooperate with and provide reasonable assistance to Licensor in its
      effort to license to a Third Party the use of such Licensee Development Data and
      Licensee Know-How. In
      consideration thereof, Licensor shall
      pay
      to Licensee a royalty of ***** on Net Sales of Product sold by Licensor or
      such
      Third Party for a
      period of ***** from
      the
      commencement of the sale
      of the Product . Any
      license granted by Licensor to such Third Party that bears a Licensee
      Royalty (a "Covered License") shall be consistent with the terms and conditions
      of this Agreement and shall include without limitation, provisions necessary
      to
      ensure that Licensor or such Third Party comply with royalty reporting and
      audit
      requirements, and confidentiality. Any act or omission by such Third Party
      under
      a Covered License which would have constituted a breach of this Agreement had
      it
      been the act or omission of Licensor, shall be deemed to constitute a breach
      of
      this Agreement by Licensor. Licensor shall advise Licensee without delay of
      any
      breach by such Third Party and Licensor shall exercise without delay its rights
      with respect to such breach against such Third Party.




29


12.5  Disposition
      of Product. Upon
      termination of this Agreement with respect to any country, Licensee shall
      provide Licensor a written inventory of all Product (in the form of raw
      material, work-in-progress and finished goods) in its and its Sublicensees'
      possession in such country, and shall have the right to dispose of such Product
      within six (6) months thereafter, subject to fulfillment of the royalty
      obligations relating thereto.





ARTICLE
      13. ASSIGNMENT




This
      Agreement may not be assigned or otherwise transferred by either party without
      the written consent of the other party except that either party without such
      consent may assign or sell the license (i) in connection with the transfer
      or
      sale of all or substantially all of its business assets to a Third Party, or
      (ii) in the event of its merger or consolidation with another company, or (iii)
      to an Affiliate. Any purported assignment in violation of this clause shall
      be
      void. Any permitted assignee shall assume all the obligations of its assignor
      under this Agreement. No assignment shall relieve either party of its
      responsibility for the performance of any obligation that such party has accrued
      hereunder as of the date of assignment.





ARTICLE
      14 PATENT MARKINGS




Licensee
      agrees to mark all Products made, used or sold under the terms of this
      Agreement, or their containers, in accordance with applicable patent marking
      laws.




30




ARTICLE
      15. REGISTRATION OF LICENSES




Licensee
      agrees to register or give required notice concerning this Agreement, through
      itself or through a Sublicensee, in each country where there exists an
      obligation under law to so register or give notice, to pay all costs and legal
      fees connected therewith, and to otherwise comply with all national laws
      applicable to this Agreement. Upon request by Licensee, Licensor agrees to
      promptly execute any "short form" licenses in a form submitted to it by Licensee
      in order to effectuate the foregoing registration in each such
      country.





ARTICLE
      16. PATENT TERM EXTENSION




Licensee
      agrees, as exclusive Licensee, to apply for and to exercise due diligence in
      obtaining an extension of the term of any patent included within the Patent
      Rights under the applicable laws of any country where such extensions are
      available, including, but not limited to, the Drug Price Competition and Patent
      Term Restoration Act of 1984 in the United States. Licensor agrees to execute
      such documents and take such additional actions as Licensee may reasonably
      request in connection therewith. Each party shall bear its own expenses in
      connection with the application for patent term extensions.





ARTICLE
      17. FORCE MAJEURE




Neither
      party shall be held liable or responsible to the other party nor be deemed
      to
      have defaulted under or breached this Agreement for failure or delay in
      fulfilling or performing any term of this Agreement, other than an obligation
      to
      make a payment, when such failure or delay is caused by or results from fires,
      floods, embargoes, government regulations, prohibitions or interventions, wars,
      acts of war, terrorism, insurrections, riots, civil disobedience, strikes,
      lockouts, acts of God, or any other cause beyond the reasonable control of
      the
      affected party.




31




ARTICLE
        18. NEGATION OF AGENCY.
  Nothing
        herein contained shall be deemed to create an agency, joint venture,
        amalgamation, partnership, or similar relationship between Licensee and
        Licensor. The relationship between the parties established by this Agreement
        is
        that of independent contractors. Neither party shall have the power to bind,
        obligate, incur any debts or make any commitments for the other party except
        to
        the extent, if at all, specifically provided herein.




ARTICLE
      19. PUBLICITY




Each
      party shall give notice to the other party prior to issuing any press release
      relating to this Agreement within due time to allow for reasonable
      consideration. The party issuing the press release shall give due consideration
      and weight to any comments or concerns raised by the other party.
      Notwithstanding the foregoing, neither party shall issue a press release
      announcing the execution of this Agreement outside of a joint press release
      which will be prepared jointly by the parties.





ARTICLE
      20. FILING OF THE AGREEMENT




To
      the
      extent, if any, that a party concludes in good faith that it is required to
      file
      this Agreement or a notification thereof with any governmental authority,
      including without limitation the U.S. Securities and Exchange Commission in
      accordance with applicable laws and regulations, such party may do so, subject
      to the confidentiality obligations set forth herein, and the other party shall
      cooperate in such filing or notification and shall execute all documents
      reasonably required in connection therewith at the, expense of the requesting
      party. The parties shall promptly inform each other as to the activities or
      inquiries of any such governmental authority relating to this Agreement, and
      shall cooperate, in responding to any request for further information therefrom
      at the expense of the requesting party.




32




ARTICLE
      21. SEVERABILITY




Each
      party hereby expressly agrees and contracts that it is not the intention of
      either party to violate any public policy, statutory or common laws, rules,
      regulations, treaty or decision of any government agency or executive body
      thereof of any country or community or association of countries. If any word,
      sentence, paragraph, clause or combination thereof in this Agreement is found
      by
      a court or executive body with judicial powers having jurisdiction over this
      Agreement or any of the parties hereto in a final unappealable order to be
      in
      violation of any such provisions in any country or community or association
      of
      countries, such word, sentence, paragraph, clause or combination thereof shall
      be inoperative in such country or community or association of countries, and
      the
      parties will seek in good faith to amend this Agreement in order to cure such
      violation; the remainder of this Agreement shall in any event remain binding
      upon the parties hereto.





ARTICLE
      22. NOTICES




Any
      notices required or permitted to be given hereunder shall be in writing and
      shall be deemed to have been properly given if delivered in person, or if mailed
      by registered or certified mail (return receipt requested), postage prepaid,
      or
      by telex or facsimile or e-mail promptly confirmed by first class mail, to
      the
      addresses given below or such other addresses as may be designated in writing
      by
      the parties from time to time during the term of this Agreement. Any notice
      sent
      or by telex or facsimile or e-mail shall be effective when sent, and any notice
      sent by registered or certified mail shall be effective when
      mailed.





In
      the
      case of Licensee:


Keryx
      Biopharmaceuticals, Inc


750
      Lexington Ave, 20 th Floor


New
      York,
      NY 10022


Attn:
      Michael S. Weiss


Chairman & CEO


Email:
      msw@keryx.com




33




In
      the
      case of Licensor:


Panion
      & BF Biotech, Inc.


16F
      No.
      3, Yuanqu Street,


Nangang
      District,


Taipei,
      Taiwan, ROC


Attn:
      Michael Chiang





ARTICLE
      23. GOVERNING LAW




This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, exclusive of choice-of-law rules. Any dispute between
      Licensor and Licensee arising from or relating to this Agreement will be
      determined exclusively by the United States District Court for the Southern
      District of New York (and the appellate courts thereof), to whose jurisdiction
      the parties irrevocably consent; provided, however, if for any reason that
      Court
      should lack jurisdiction over any such suit, the same shall be brought
      exclusively in the New York State Supreme Court, New York County, to whose
      jurisdiction the parties irrevocably consent. Licensor irrevocably consents
      that
      service of process may be effected in connection with any such action by
      certified mail addressed to its offices at 16F No. 3, Yuanqu Street, Nangang
      District, Taipei, Taiwan and agrees that such service shall constitute good
      and
      sufficient service for all purposes; provided, further, that the prevailing
      party in any such action shall be awarded its reasonable attorneys’ and expert
      fees and expenses incurred in connection with the action.





ARTICLE
      24. AFFILIATES




Each
      party may perform its obligations hereunder personally or through one or more
      Affiliate and shall be responsible for the performance of such obligations,
      and
      any liabilities resulting from such performance. Neither party shall permit
      any
      of its Affiliates to commit any act (including any act of omission) which such
      party is prohibited hereunder from committing directly.




34




ARTICLE
      25. ENTIRE AGREEMENT




This
      Agreement and the Exhibits hereto which are a part hereof, contain the entire
      understanding of the parties with respect to the subject matter hereof. All
      express or implied agreements and understanding, either oral or written,
      heretofore made are expressly merged in and made a part of this Agreement.
      The
      parties hereto may alter any of the provisions of this Agreement, but only
      by a
      written instrument duly executed by both parties hereto. This Agreement may
      be
      executed in counterparts.





ARTICLE
      26. WAIVER




The
      failure of a party to enforce at any time for any period any of the provisions
      hereof shall not be construed as a waiver of such provisions or of the right
      of
      such party thereafter to enforce each such provision.




35




ARTICLE
      27. CAPTIONS




The
      captions to the several Articles and Sections hereof are not a part of this
      Agreement, but are merely guides or labels to assist in location and reading
      the
      several Articles and Sections hereof.




**IN
      WITNESS HEREOF** ,
      the
      parties have executed this Agreement as of the Effective Date.




**KERYX
                BIOPHARMACEUTICALS, INC.**
            
            **PANION
                & BF BIOTECH INC.**By:
            /s/
                Michael S. Weiss
            
            By:
            /s/
                Michael
                ChiangMichael
                S. Weiss
            
            
            Michael
                ChiangChairman
                & CEO
            
            
            Executive
                President




36






**EXHIBIT
      1**


**PATENT
      RIGHTS**


**Attorney
                  Dkt. No.**
              **Country**855-B-PRO
              United
                  States859-PRO
              United
                  States859-PCT
              N/A859-PCT-CAN
              Canada859-PCT-EPO
              EuropeEPO
                  - AustriaEPO
                  - BelgiumEPO
                  - BulgariaEPO
                  - CyprusEPO
                  - Czech RepublicEPO
                  - DenmarkEPO
                  - EstoniaEPO
                  - FinlandEPO
                  - FranceEPO
                  - GermanyEPO-
                  Great BritainEPO
                  - GreeceEPO
                  - HungaryEPO
                  - IrelandEPO
                  - ItalyEPO
                  - LuxembourgEPO
                  - MonacoEPO
                  - NetherlandsEPO
                  - PortugalEPO
                  - RomaniaEPO
                  - SwedenEPO
                  - SlovakiaEPO
                  - SloveniaEPO
                  - SpainEPO
                  - Liechtenstein/SwitzerlandEPO
                  - Turkey859-PCT-ERA
              EurasiaERA
                  - ArmeniaERA
                  - AzerbaijanERA
                  - BelarusERA
                  - KazakhstanERA
                  - KyrgyzstanERA
                  - MoldovaERA
                  - RussiaERA
                  - Tajikistan
  
  ERA
                  - Turkmenistan859-PCT-JP
              Japan859-PCT-IL
              Israel859-PCT-MX
              Mexico859-A-PCT-US
              United
                  States859-B-PRO
              United
                  States859-C-PCT
              N/A859-C-PCT-CAN
              Canada859-C-PCT-IL
              Israel859-C-PCT-JP
              Japan859-C-PCT-MX
              Mexico859-C-PCT-EPO
              Europe859-C-PCT-ERA
              Eurasia859-C-PCT-US
              United
                  States1092-US
              United
                  States1092-PRO
              United
                  States1092-PCT
              N/A1092-PCT-CAN
              Canada1092-PCT-EPO
              EuropeEPO
                  - AustriaEPO
                  - BelgiumEPO
                  - DenmarkEPO
                  - FinlandEPO
                  - FranceEPO
                  - GermanyEPO
                  - GreeceEPO
                  - IrelandEPO
                  - ItalyEPO
                  - Liechtenstein/SwitzerlandEPO
                  - LuxembourgEPO
                  - MonacoEPO
                  - NetherlandsEPO
                  - PortugalEPO
                  - SpainEPO
                  - SwedenEPO
                  - United Kingdom1092-PCT-IL
              Israel1092-PCT-JP
              Japan1092-Z-PCT-JP
              Japan1092-PCT-MX
              Mexico1092-PCT-NO
              Norway1098-US
              United
                  States1148-PRO
              United
                  States1148-A-PCT
              N/A1231-PCT
              N/A











**EXHIBIT
      2**




**WRITTEN
      CONSENT OF INVENTOR**









**CONSENT
        BY INVENTOR**
  The
        undersigned, Dr. Chen Hsing Hsu, is the inventor and owner of the U.S. Patent
        No. 5,753,706, issued May 19, 1998 and entitled “Methods for Treating Renal
        Failure,” filed in the U.S. and other countries (the Hsu Patent).
  Dr.
        Chen
        Hsing Hsu (The Inventor) granted Panion & BF Biotech Inc. (Panion) of
        Taipei, Taiwan the right to commercialize the inventions disclosed in the
        Hsu
        Patent and the two parties entered into a Patent License Agreement dated
        July
        20, 2001 and its subsequent Amendment 1 dated August 29, 2005.
  Panion
        is
        desirous to grant Keryx Biopharmaceuticals, Inc. (Keryx) of New York the
        right
        to further develop and commercialize the Hsu Patent. The inventor hereby
        gives
        consent to Panion to enter licensing agreement with Keryx.
  
 /s/
        Chen
        Hsing Hsu
 Chen
        Hsing Hsu