Exhibit 10.29

                              EMPLOYMENT AGREEMENT

     This Agreement by and between Keryx  Biopharmaceuticals,  Inc. ("Keryx"), a
Delaware   corporation  having  an  address  at  101  Main  Street,   Cambridge,
Massachusetts  02142 and Barry Cohen,  an individual  residing at 38 King Arthur
Court, New City, New York 10956 ("Cohen").

WITNESSETH:

     WHEREAS,  the  Corporation  desires  to  employ  Cohen  as Vice  President,
Business  Development  of Keryx and Cohen desires to be employed by the Keryx as
Vice  President,  Business  Development of Keryx,  all pursuant to the terms and
conditions hereinafter set forth;

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


1.   EMPLOYMENT DUTIES

     Keryx hereby  engages and employs Cohen,  and Cohen accepts  engagement and
employment,  as Vice  President,  Business  Development  of  Keryx,  to  direct,
supervise  and have  responsibilities  for the business  development  affairs of
Keryx and for any other appropriate areas and tasks which the Board of Directors
and/or the Chief  Executive  Officer may assign to him. Cohen  acknowledges  and
agrees  that the  performance  by  Cohen of his  duties  hereunder  may  require
significant domestic and international travel by Cohen.

2.   TERM

     Cohen's  employment  hereunder  shall  be for a term  of  three  (3)  years
commencing on September 24, 2001, and continuing through September 23, 2004 (the
"Initial  Term"),  with successive  one-year  renewals  thereafter (the "Renewal
Terms") unless sooner terminated as hereinafter provided.  (The Initial Term and
Renewal Terms are collectively referred to as the "Term.")

3.   COMPENSATION

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

          (i) Base  Salary.  Cohen shall  receive an annual gross base salary of
     one  hundred  and  seventy  five  thousand  dollars  ($175,000)  payable in
     accordance with the Corporation's  payroll policies and subject to standard
     payroll deductions and withholdings.  The Corporation's  Board of Directors
     shall  review  Cohen's  performance  and the  Corporation's  financial  and
     operating  results on at least an annual  basis,  and may increase  Cohen's
     base salary as it, in its reasonable discretion, deems appropriate based on
     such review.

          (ii) Bonus.  Cohen  shall be  eligible to receive one or more  bonuses
     during any calendar year as set forth in Appendix A to this Agreement.

          (iii) Equity. The Corporation will grant Cohen options (the "Options")
     to  purchase  60,000  shares of the common  stock of the  Corporation  (the
     "Initial  Grant") at an exercise  price equal to the closing price of Keryx
     common stock on Nasdaq on the day prior to the start of Cohen's  employment
     (the "Exercise Price"),  which options shall be exercisable for a period of
     10 years from the date of issuance.  Cohen's  Options will be granted under
     the  Corporation's  2000 Stock Option Plan (the "Plan") and will be subject
     to the terms and conditions  thereof,  including any Stock Option Agreement
     entered into by Cohen and the  Corporation  thereunder.  In accordance with
     the Plan,  should any  change be made to the Common  Stock by reason of any
     stock  split,  stock  dividend,  recapitalization,  combination  of shares,
     exchange of shares or other change  affecting the outstanding  Common Stock
     as a class without the Corporation's receipt of consideration,  appropriate
     adjustments  shall  be  made  to (A)  the  total  number  and/or  class  of
     securities  subject to such options and (B) the Exercise  Price in order to
     reflect such change and thereby  preclude a dilution or  enlargement  under
     such options.  Fifteen  thousand  shares of the Initial Grant shall vest on
     each  anniversary  date following the grant date of such options,  provided
     that at the time of vesting,  Cohen is employed by the  Corporation or by a
     parent,  subsidiary or affiliate of the Corporation.  The remaining fifteen
     thousand


<PAGE>


     shares of the  Initial  Grant shall vest as set forth in Appendix A. In the
     event that the  Corporation  is acquired or is merged with  another  entity
     where the  Corporation  is not the  surviving  entity any  outstanding  but
     unvested options  previously  granted to Cohen shall vest immediately prior
     to the closing of such acquisition or merger.

     (b)  Expenses.  Keryx  shall  reimburse  Cohen  for all  normal,  usual and
necessary  expenses incurred by Cohen in furtherance of the business and affairs
of Keryx,  including  travel  and  entertainment,  against  receipt  by Keryx of
appropriate  vouchers or other proof of Cohen's  expenditures  and  otherwise in
accordance  with such Expense  Reimbursement  Policy as may from time to time be
adopted by the Board of Directors of Keryx.

     (c) Automobile Expenses.  Cohen shall be entitled to receive  reimbursement
for the leasing and use of a personal  automobile for business purposes up to an
annual maximum of $12,000 per year.

     (d) Annual Leave and Holidays.  Cohen shall be entitled  during the term of
this  Agreement to twenty (20) business days of annual leave per year as well as
the  following  holidays:   New  Year's  Day,  President's  Day,  Memorial  Day,
Independence  Day,  Labor  Day,  Thanksgiving  Day and the  day  following,  and
Christmas Day.

     (e) Employee  Benefits.  During the Term of his employment,  Cohen shall be
entitled to  participate  in all employee and fringe  benefit plans and programs
generally  offered to other  members  of the  Corporation's  management  who are
similarly situated,  including, without limitation, any pension, profit sharing,
incentive, retirement,  insurance, health and disability benefits and plans. The
Corporation  reserves its right to modify or  terminate  any of its employee and
fringe benefit plans and programs at any time.

4.   REPRESENTATIONS AND WARRANTIES BY COHEN AND KERYX

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

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

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

          (iii) Cohen will devote his entire  business time,  energy,  abilities
     and experience to the  performance of his duties,  effectively  and in good
     faith.  Further,  during the Term,  Cohen  shall not render  services as an
     employee,  consultant or otherwise,  whether or not during regular business
     hours,  for pay to any other party other than the  Corporation  without the
     written permission of the Chief Executive Officer.

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

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

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

          (iii)  The  execution,  delivery  and  performance  by  Keryx  of this
     Agreement  does  not  conflict  with or  result  in a  material  breach  or
     violation of or constitute a material  default under (whether  immediately,
     or upon the giving of notice or lapse of time or both) the  certificate  of

<PAGE>


     incorporation  or by-laws of Keryx, or any agreement or instrument to which
     Keryx is a party or by which Keryx or any of its properties may be bound or
     affected.

5.   CONFIDENTIAL INFORMATION

     Cohen  agrees  to  sign  and  comply  with  the  Corporation's  Proprietary
Information and Inventions Agreement, annexed hereto as Appendix B.

6.   NON-COMPETITION

     (a) Cohen understands and recognizes that his services to Keryx are special
and unique and agrees that,  during the Term, and for a period of 12 months from
the date of cessation of his employment  hereunder,  he shall not in any manner,
directly or indirectly,  on behalf of himself or any person, firm,  partnership,
joint venture,  corporation or other business entity  ("Person"),  enter into or
engage in any  business,  either as an individual  for his own account,  or as a
partner, joint venturer,  treasurer,  agent, consultant,  salesperson,  officer,
director or shareholder of a Person,  directly  competitive  with Keryx's actual
and  specific  business  as  of  the  date  of  cessation  his  employment  (the
"Restricted  Business");  provided,  however,  that nothing herein will preclude
Cohen from holding one percent (1%) or less of the stock of any publicly  traded
Corporation  or from  holding  a  position  with a Person  who may  engage  in a
business  directly  competitive  with the  Restricted  Business so long as Cohen
works solely in a division of such Person which  carries on a bona fide business
which is not directly competitive with the Restricted Business.

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

7.   NON-SOLICITATION AND NON-INTERFERENCE

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

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

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

8.   TERMINATION

     (a) Either party may  terminate  Cohen's  employment  with the  Corporation
without cause at any time upon three (3) months notice.  The  Corporation  shall
have the right, in its sole discretion, to require Cohen to continue working for
the  Corporation  during the  notice  period.  If the  Employer  terminates  the
Employee  without  cause  pursuant  to this  section,  and  provided  that Cohen
executes a waiver and release of claims  substantially  in the form set forth in
Appendix C,  attached  hereto,  Cohen shall be entitled to receive up to six (6)
months of his base salary as severance,  inclusive of the three (3) month notice
period.  Such severance shall be payable on a month-to-month  basis, in arrears,
and shall cease as soon as Cohen accepts  alternative  employment.  Furthermore,
Cohen's  receipt of such severance  shall be contingent  upon his  demonstrating
best efforts to obtain such alternative  employment during the severance period.
The  Corporation  shall be entitled to request  that Cohen  produce  appropriate
evidence  of such best  efforts.  The  Board of  Directors  shall  also take the
necessary steps so that (i) any  outstanding,  but unvested,  options granted to
the Employee shall vest upon the effective date of his termination; and (ii) the
period  during  which the Employee  shall be permitted to exercise  such options
shall be extended to two (2) years from the effective date of his termination as
defined in the Stock Option Plan governing the options in question.

     (b) Cohen's employment shall be terminated by his death or disability. (For
purposes of this section, "disability" shall be deemed to have occurred if Cohen
is unable,  due to any physical or

<PAGE>


mental disease or condition,  to perform his normal duties of employment for 120
consecutive  days or 180 days in any  twelve-month  period,  as  certified  by a
physician  mutually  acceptable to both Cohen and the  Corporation.)  In such an
event, he shall be entitled to continue to receive his base salary for three (3)
months  following  his last day of actual  (i) any  outstanding,  but  unvested,
options  granted  to the  Employee  shall  vest upon the  effective  date of his
termination; and (ii) the period during which the Employee shall be permitted to
exercise such options shall be extended to two (2) years from the effective date
of his  termination as defined in the Share Option Plan governing the options in
question.  Should the  Employee's  employment  be  terminated as a result of his
death, the benefits granted herein,  shall be granted instead to his lawful heir
or heirs. In either case (disability or death), accelerated vesting and extended
exercise  of the  options  will only be  granted if Cohen or, in the case of his
death,  his legal successor,  together with his lawful heir or heirs,  execute a
waiver and release of claims  substantially in the form set forth in Appendix C,
hereto.

     (c)  Notwithstanding  the foregoing,  the  Corporation  may terminate Cohen
immediately  and without  prior  notice in the  following  circumstances:  (i) a
material breach of Cohen's obligations  pursuant to Sections 5, 6 and/or 7; (ii)
a material breach by Cohen of any other  provision of this  Agreement,  which is
not cured by Cohen within thirty (30) days after  receiving  notice thereof from
the  Corporation  containing a description of the breach or breaches  alleged to
have  occurred;  (iii)  the  habitual  neglect  or  gross  failure  by  Cohen to
adequately  perform the duties of his position;  (iv) any act of moral turpitude
or criminal action connected to his employment with the Corporation or his place
of employment;  or (e) Cohen's refusal to comply with or his violation of lawful
instructions of the Chief Executive Officer or the Board of Directors.

     (d). In the event that Cohen's employment has been terminated in accordance
with  Section  8(c),  above,  Cohen  shall not be entitled to receive any of the
severance benefits set forth in Section 8(a) or (b), above.

9.   INDEMNIFICATION

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

10.  NOTICES

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

11.  SEVERABILITY OF PROVISIONS

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

12.  ENTIRE AGREEMENT; MODIFICATION

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

13.  BINDING EFFECT

     The rights,  benefits,  duties and  obligations  under this Agreement shall
inure to, and be binding upon, Keryx, its successors and assigns, and upon Cohen
and his legal  representatives.  This Agreement  constitutes a personal  service
agreement,  and the  performance  of Cohen's  obligations  hereunder  may not be
transferred or assigned by Cohen.

<PAGE>


14.  NON-WAIVER

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

15.  GOVERNING LAW

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

16.  REMEDIES FOR BREACH

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

17.  HEADINGS

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

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

                                            EMPLOYEE:



                                            By:   /s/ Barry Cohen
                                                  ------------------------------
                                            Name:  Barry Cohen



                                            KERYX BIOPHARMACEUTICALS, INC.



                                            By:   /s/ Bob Gallahue
                                                  ------------------------------
                                            Name:  Bob Gallahue
                                            Title: CFO & Treasurer

<PAGE>


                                   APPENDIX A


                               Employee Bonus Plan

Pursuant  to his  employment  agreement  with  Keryx,  Cohen will be entitled to
receive  cash  bonuses as follows:  (1) 5% of base salary upon the closing of an
outlicensing  deal worth at least $10 million during his employment;  (2) 10% of
base salary upon the closing of an outlicensing  deal worth at least $20 million
during  his  employment;  and (3) 15% of base  salary  upon  the  closing  of an
outlicensing deal worth at least $30 million during his employment. For purposes
of illustration, if three outlicensing deals worth at least $30 million each are
closed during his employment,  Cohen will be entitled to a bonus equal to 45% of
his base salary.  Any bonuses  earned will be paid once each year in  accordance
with Keryx's general employee bonus plan.

In addition,  5,000  shares of the Initial  Grant shall vest upon the closing of
the each of the first three outlicensing deals closed during Cohen's employment.

In the event that Cohen has not earned at least  three cash  bonuses  within two
years of start of his  employment,  this bonus plan will be cancelled  and Keryx
will create a new incentive  plan.  Such a cancellation  will also result in the
cancellation  of any of the 15,000 options that have not yet vested  pursuant to
the terms of this bonus plan.

<PAGE>


APPENDIX B


                Proprietary Information and Inventions Agreement


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

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

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

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

     3. Assignment of Inventions

          3.1 Assignment

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

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

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


     4. Enforcement of Proprietary  Rights. From time to time, I will assist the
Company in every  proper way to obtain and  enforce  United  States and  foreign
Proprietary Rights relating to Company

<PAGE>


Inventions  in any and all  countries.  My obligation to assist the Company with
respect to Proprietary Rights relating to such Company Inventions in any and all
countries  shall  continue  beyond the  termination  of my  employment,  but the
Company shall  compensate me at a reasonable  rate after my termination  for the
time actually spent by me at the Company's request on such assistance.

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

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

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

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

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

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

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

     11. Notices.  Any notices required or permitted hereunder shall be given to
me at the address specified below or at such other address as I shall specify in
writing.  Such  notice  shall be deemed  given  upon  personal  delivery  to the
appropriate address or if sent by certified or registered mail, three days after
the date of mailing.

<PAGE>


     12. General Provisions.

          12.1  Governing Law. This Agreement is executed under seal and will be
     governed by and  construed  according  to the laws of the  Commonwealth  of
     Massachusetts.

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

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

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

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

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

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

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

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

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

     This Agreement shall be effective as of the first day of my employment with
the Company, namely September 24, 2001.


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

<PAGE>


         I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.



Signature:

/s/ Barry Cohen
-------------------------------
Barry Cohen

Date: 9/6/01
      -------------------------


ACCEPTED AND AGREED TO:
Keryx Biopharmaceuticals, Inc.

By: /s/ Bob Gallahue
   ----------------------------
      Signature

Name: Bob Gallahue
      -------------------------

Title: CFO & Treasurer
       ------------------------

<PAGE>


                                    EXHIBIT A
     -----------------------------------------------------------------------



NONE

<PAGE>


                                   APPENDIX C

                         Employee Agreement And Release


Except as  otherwise  set forth in this  Employee  Agreement  and  Release  (the
"Agreement")  between the  undersigned and Keryx  Biopharmaceuticals,  Inc. (the
"Corporation"),  I hereby release, acquit and forever discharge the Corporation,
its parents, affiliates and subsidiaries, and their officers, directors, agents,
servants,   employees,   attorneys,   shareholders,   successors,   assigns  and
affiliates,  of and from any and all  claims,  liabilities,  demands,  causes of
action, costs, expenses, attorneys fees, damages, indemnities and obligations of
every  kind and  nature,  in law,  equity,  or  otherwise,  known  and  unknown,
suspected and unsuspected,  disclosed and undisclosed,  arising out of or in any
way  related  to  agreements,  events,  acts or conduct at any time prior to and
including the execution  date of this  Agreement,  including but not limited to:
all such claims and demands directly or indirectly  arising out of or in any way
connected with my employment  with the  Corporation  or the  termination of that
employment;  claims or demands related to salary, bonuses,  commissions,  stock,
stock options,  or any other ownership  interests in the  Corporation,  vacation
pay, fringe benefits,  expense reimbursements,  severance pay, or any other form
of compensation; claims pursuant to any federal, state or local law, statute, or
cause of action including, but not limited to, Title VII of the Civil Rights Act
of 1964, 42 U.S.C.ss.  2000e et seq., the Age  Discrimination in Employment Act,
29 U.S.C.ss.  621 et seq. ("ADEA"), the Americans With Disabilities Act of 1990,
42 U.S.C.ss. 12101 et seq., and the Massachusetts Fair Employment Practices Act,
M.G.L.  c.151B,ss.  1 et seq., all as amended, and all claims arising out of the
Fair Credit  Reporting Act, 15 U.S.C.ss.  1681 et seq., the Employee  Retirement
Income  Security  Act  of  1974  ("ERISA"),  29  U.S.C.ss.  1001  et  seq.,  the
Massachusetts Civil Rights Act, M.G.L. c.12ss.ss. 11H and 11I, the Massachusetts
Equal Rights Act, M.G.L. c.93ss. 102 and M.G.L.  c.214,ss.1C,  the Massachusetts
Labor and Industries  Act, M.G.L.  c. 149,ss.  1 et seq., and the  Massachusetts
Privacy Act,  M.G.L.  c.214,ss.1B,  all as  amended,;  tort law;  contract  law;
wrongful discharge; discrimination;  harassment; retaliation; fraud; defamation;
emotional  distress;  and breach of the implied covenants of good faith and fair
dealing.

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

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


Dated: _______________________              ____________________________________
                                            Barry Cohen