---------------------------------------------------------------
          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.
         ---------------------------------------------------------------

                                                                    Exhibit 10.8

                                LICENSE AGREEMENT

     This License  Agreement,  effective as of January 10, 2001 (the  "Effective
Date"),  is entered into by and between YISSUM RESEARCH AND DEVELOPMENT  COMPANY
OF THE HEBREW  UNIVERSITY OF  JERUSALEM,  of 46  Jabotinsky  Street,  Jerusalem,
Israel (the "Licensor") and KERYX  BIOPHARMACEUTICALS,  INC. of 101 Main Street,
Cambridge, Massachusetts 02142 United States of America (the "Company").

     WHEREAS,  the Licensor is the owner of the patent  application set forth in
Appendix I attached hereto;

     WHEREAS,  the  Licensor  may  discover or develop  additional  intellectual
property, technical information or proprietary rights that may be subject to the
terms of this Agreement;

     WHEREAS,  the Company  now  desires to obtain a license for the  commercial
development,  production  and  marketing of a product or products to be based on
the Patent Rights and Know-how  within the Field of Use, both as defined herein,
and any further  developments,  upon the terms and  conditions  hereinafter  set
forth; and

     WHEREAS,  Licensor  agrees to grant the  Company an  exclusive,  world-wide
license to the Patent  Rights and Know-how and to any product which is developed
therefrom,  in the Field of Use as defined  hereunder,  in  accordance  with and
subject to the terms and  conditions  of this  Agreement and subject to the full
performance by the Company of its material  obligations in accordance  with this
Agreement.

     NOW, THEREFORE, it is agreed as follows:

ARTICLE 1 - DEFINITIONS

     For the purposes of this License Agreement, the following words and phrases
shall have the following meanings:

     1.1 "Affiliate"  shall mean, with respect to any Entity (as defined below),
any Entity that directly or indirectly  controls,  is controlled by, or is under
common  control with such Entity.  Control  shall mean,  for this  purpose,  the
ability to direct the  activities  of an  entity.  Ownership  of more than fifty
percent (50%) of the voting power of an entity shall be  considered  Control for
purposes of this Agreement.

     1.2 "Confidential  Information" means all information,  including,  without
limitation,  proprietary  information and materials  (whether or not patentable)
regarding a party's technology,  products,  business  information or objectives,
including  information relating to Net Sales and royalties  hereunder,  which is
designated as confidential in writing by the disclosing party, whether by letter
or by the use of an  appropriate  stamp or  legend,  prior to or at the time any
such material,  trade secret or other information is disclosed by the disclosing
party  to the  other  party.  Notwithstanding  the  foregoing  to the  contrary,
materials,

<PAGE>
                                       2



know-how  or other  information  which is  orally,  electronically  or  visually
disclosed by a party, or is disclosed in writing without an appropriate  letter,
stamp or legend, shall constitute Confidential Information of a party (a) if the
disclosing party, within thirty (30) days after such disclosure, delivers to the
other party a written document or documents  describing the materials,  know-how
or other  information and  referencing the place and date of such oral,  visual,
electronic  or  written  disclosure  and the names of the  persons  to whom such
disclosure was made, or (b) such  information is of the type that is customarily
considered to be confidential  information by persons engaged in activities that
are  substantially  similar to the  activities  being  engaged in by the parties
pursuant to this Agreement.

     1.3  "Entity"  shall  mean any  corporation,  association,  joint  venture,
partnership,  trust, university,  business, individual,  government or political
subdivision  thereof,  including an agency,  or any other  organization that can
exercise independent legal standing.

     1.4 "Field of Use" shall mean the  diagnosis,  prevention  and treatment of
all human diseases and conditions.

     1.5 "First  Commercial Sale" means, for each Product,  the first commercial
sale in a country as part of a  nationwide  introduction  by the  Company or its
Affiliates, sublicenses or distributors.

     1.6 "Know-how"  shall mean all information  whether  patentable or not (but
which has not been  patented)  and  physical  objects  related  to the  Research
Program or to a Product as set forth in Appendix I. The parties shall update the
list of Know-how set forth in Appendix I to include the Research  Know-how as it
is developed,  provided that the parties'  failure to so update Appendix I shall
not be,  in and of  itself,  determinative  of  whether  something  is  Research
Know-how under this Agreement.

     1.7 "Licensed Know-how" shall mean the Know-how, the Non-exclusive Know-how
and the Research Know-how.

     1.8  "Licensed   Patent   Rights"  shall  mean  the  Patent   Rights,   the
Non-exclusive Patent Rights and Research Patent Rights.

     1.9 "Net  Sales"  shall mean the [**] from the sale of  Products  by of the
Company [**] provided that [**], and/or [**]. Notwithstanding anything herein to
the contrary,  the  following  shall not be considered a sale of [**] under this
Agreement:  [**] by the [**] that  will be [**] a  Product  [**] with the [**] a
Product; or [**] a Product [**] with the [**] the Product.

     In the  event a  Product  is sold in the form of a [**],  the Net Sales for
such [**] shall be  calculated by [**] the Product [**] is the [**] in the [**],
in each case during the [**].  In the event that such [**] cannot be  determined
for both the Product and all other  product(s)  [**], Net Sales for the purposes
of determining  royalty payments shall be calculated by [**]. In such event, the
Company   shall  [**]  in  the  [**],   and  shall   [**]  such   determination.
Notwithstanding the foregoing, but subject to the [**] set forth in subparagraph
3.4,  below,  no  calculations  made in  connection  with a [**] shall cause the
royalty [**] of the Net Sales for such [**].

<PAGE>
                                       3



     1.10  "Non-Exclusive Know How" shall mean the Know How marked in Appendix I
as  non-exclusive.  The parties agree that any Know-How that is developed by the
Licensor pursuant to the Research Program shall be, by definition,  exclusive to
the Company  subject to the terms of the license being  granted  pursuant to the
terms of this Agreement.

     1.11 "Non-Exclusive Patent Rights" shall mean

          1.11.1 The  provisional  patent  application  set forth in  Appendix I
     designated as non-exclusive;

          1.11.2 Any United States  utility  patent  application  and non-United
     States patent  applications  based, in whole or in part, on the provisional
     patent application set forth in subparagraph 1.11.1, above.

          1.11.3 The United States and non-United States patents issued from the
     applications   referred  to  in  subparagraph   1.11.2,   above,  and  from
     divisionals and continuations of those applications.

          1.10.4 Claims of United States continuation-in-part  applications, and
     of  the  resulting   patents,   which  are  based  on  the  subject  matter
     specifically  described  in the  specifications  in the  United  States and
     foreign patent applications described in subparagraph 1.11.2, above.

          1.11.5 Any  reissues,  divisionals,  amendments  or  extensions of the
     United  States or  non-United  States  patents  described in  subparagraphs
     1.11.3 and 1.11.4, above.

     1.12 "Patent Rights" shall mean

          1.12.1 The patent  application  set forth in Appendix I, designated as
     exclusive;

          1.12.2 Any non-United  States patent  applications  claiming  priority
     from the patent application referred to in subparagraph 1.12.1, above.

          1.12.3 The United States and non-United States patents issued from the
     applications  referred to in  subparagraphs  1.12.1 and 1.12.2,  above, and
     from divisionals and continuations of those applications.

          1.12.4 Claims of United States continuation-in-part  applications, and
     of  the  resulting   patents,   which  are  based  on  the  subject  matter
     specifically  described  in the  specifications  in the  United  States and
     foreign patent applications  described in subparagraphs  1.12.1 and 1.12.2,
     above.

          1.12.5 Any  reissues,  divisionals,  amendments  or  extensions of the
     United  States or  non-United  States  patents  described in  subparagraphs
     1.12.3 and 1.12.4, above.

          1.12.6 The parties shall update the list of Patent Rights set forth in
     Appendix I to include the  Research  Patent  Rights as they are  developed,
     provided that the parties' failure to so update Appendix I shall not be, in
     and of itself, determinative of whether something is


<PAGE>
                                       4


     Research Patent Rights under this Agreement.

     1.13 "Product(s)" shall mean any products,  product  component,  production
supplement and/or process covered by a valid claim of the Licensed Patent Rights
in the  country  where the product is sold and/or  that  embodies  any  Licensed
Know-How.

     1.14  "Research  Know-how"  shall mean all Know-how  conceived,  reduced to
practice  or  developed  by  Licensor  in the  course of the  Research  Program,
including,  but not limited to, (a) novel chemical  entities,  including but not
limited to, building units, starting materials and intermediates,  and (b) novel
processes,  including  but not  limited to,  processes  for the  preparation  of
building units, starting materials, intermediates and scaffolds, all as required
for the  production  and synthesis of the scaffolds  that are subject  matter of
this Agreement and all in the best and most  efficient  manner known at the time
of their development.

     1.15  "Research   Patent  Rights"  shall  mean  any  United  States  and/or
non-United  States  patent  or  patent   applications  and  all   substitutions,
divisions,  continuations,  continuations-in-part,  reissues, reexaminations and
extensions  thereof that are owned or otherwise  controlled  by the Licensor and
that cover the Know-how  and/or Research  Know-how  developed prior to or during
the course of the Research Program.

     1.14  "Research  Program" shall mean the research being funded at Yissum by
the Company pursuant to the Research Agreement.  "Research  Agreement" means the
Research  Agreement,  dated  January  10,  2002,  between  the  Company  and the
Licensor.

     1.15 "Territory" shall be worldwide.

     1.16  "Valid  Claim"  means a claim  which (a) in the case of an  unexpired
United States or foreign  patent,  shall not have expired or been donated to the
public,  disclaimed,  nor held invalid or  unenforceable by a court of competent
jurisdiction in an unappealed or unappealable decision or (b) in the case of any
United  States or foreign  patent  application,  shall not have been  cancelled,
withdrawn, abandoned or been pending for more than five years.

     1.17  "Additional  Definitions".  Each of the following  definitions is set
forth in the section of this Agreement indicated below:

Definition                                                 Section
----------                                                 -------
Company
Effective Date
FDA
IND
Licensor
Licensor Indemnified Parties
NDA
Non-terminating Party
Shares
USPTO
Warrants

<PAGE>
                                       5



ARTICLE 2 - GRANT

     2.1 The Licensor  hereby  grants to the  Company,  subject to the terms and
conditions  of  this  Agreement,  an  exclusive  or  non-exclusive  license,  in
accordance  with  Appendix  I,  in  the  Territory,  with  the  right  to  grant
sublicenses as provided in  subparagraph  2.2 below, to practice and utilize the
Licensed  Patent Rights,  and the Licensed  Know-how to (a) research and develop
products  and services  solely in the Field of Use,  and (b) to register,  make,
have made, lease, use, import,  market, have marketed,  and/or sell or have sold
products and services solely in the Field of Use.

     2.2 The Company shall have the right to grant  sublicenses to third parties
under the license  granted in  subparagraph  2.1,  above, in accordance with the
terms  set  out  herein.  In  respect  of the  Non-exclusive  Know-how  and  the
Non-exclusive  Patent Rights,  the license herein shall be limited to the use in
respect of Products or as contemplated in scope of the Research Program.  Within
30 days after  execution or receipt  thereof,  as applicable,  the Company shall
provide the Licensor with a copy of each sublicense  issued  hereunder and shall
deliver  copies  of all  royalty  reports  received  by the  Company  from  such
sublicensees.  Any such  license  delivered  hereunder  may be  redacted  at the
request  of  the  sublicensee  to  exclude  confidential  scientific  and  other
information,  provided that all financial terms and  information  that relate to
the Company's financial obligations hereunder shall not be redacted.

     2.3  Any  and  all  sublicenses   granted  by  the  Company  shall  survive
termination  of this  Agreement in  accordance  with the terms  hereof,  and the
Company  shall  assign to the  Licensor  all of its rights in such  sub-licenses
provided  that,  to the extent  permitted by law, the Licensor  shall assume the
rights and obligations of the Company with respect to such sub-licensee.

     2.4 All rights in the Licensed Patent Rights, the Licensed Know-how and the
Products  shall be solely owned by the Licensor,  and the Company shall make use
of them solely in accordance with the terms of this Agreement.

     2.5 The  Licensor  agrees  that it shall not grant any right or  license in
connection with the Non-exclusive  Know-how and/or  Non-exclusive  Patent Rights
that would limit, in any manner, the Company's freedom to exercise the rights it
has  pursuant to this  Agreement  to practice  and utilize the  Licensed  Patent
Rights and the Licensed Know-how subject to the terms of this Agreement.

ARTICLE 3 - ROYALTIES AND OTHER CONSIDERATION

     3.1 Subject to the terms and conditions of this Agreement, in consideration
of the rights,  privileges and license granted hereunder, the Company shall make
payments to the Licensor as set forth in, and in accordance  with the provisions
of, this Article 3.

     3.2 The Company  shall pay to the  Licensor  and/or its  representatives  a
non-refundable  quarterly  royalty in an amount equal to [**] percent ([**]%) of
Net Sales.

     3.3  The  Company  shall  pay  to  the  Licensor  non-refundable  quarterly
royalties  in an

<PAGE>
                                       6



amount  equal to (a) [**]  percent  ([**]%)  of the  royalties  received  by the
Company or its Affiliates in connection with [**] up to the first $[**]; and (b)
[**] percent ([**]%) of all royalties  received by the Company or its Affiliates
in excess of $[**] from the [**].  In  addition,  the  Company  shall pay to the
Licensor an amount equal to [**] percent ([**]%) of [**] received by the Company
or its  Affiliates in connection  with [**].  For the purpose of this  paragraph
3.3,  "royalties" and "lump-sum payments" shall mean any payments or benefits or
other consideration received by the Company or an Affiliate from sublicensees or
in connection with any sublicenses  and/or on account of sale of the Products by
a  sublicensee,  provided,  however,  that the Company shall not be obligated to
make any payment to  Licensor on account (c) of any payment or benefit  received
by the  Company or an  Affiliate  from a  sublicensee  in the form of a grant to
further research and development and/or clinical trials; or (d) for any purchase
of debt or equity  securities  of the Company or its  Affiliates,  provided that
such debt or equity  securities  are purchased at or above their market value at
the time of purchase.

     3.4 The royalties payable under  subparagraphs 3.2 and 3.3, above, shall be
paid on a  country-by-country  basis on each Product  until the later of (i) the
expiration of all Valid Claims of any Licensed Patent Rights and Research Patent
Rights  which cover such Product in such  country,  or (ii) [**] years after the
First  Commercial Sale of such Product in such country,  provided that after the
expiration of all Valid Claims of any Licensed Patent Rights and Research Patent
Rights  which  cover such  Product in such  country,  the  royalty  rate of such
Product in such country shall be reduced to [**] percent ([**]%) of the rate set
forth in subparagraphs 3.2, above.

     3.5 In addition,  the Company  shall pay to, or issue to  Licensor,  as the
case may be, the following upon the execution of this Agreement:

          3.5.1 [**] dollars ($[**]) in cash;

          3.5.2 Unregistered shares of Keryx common stock with a market value of
     [**] dollars  ($[**]),  as measured by the average  closing  price of Keryx
     common stock on the Nasdaq  National  Market  during the sixty (60) trading
     days preceding  Effective Date (the  "Shares").  Such Shares will be issued
     subject to the Company's receipt of an Investment Letter from the Licensor,
     a copy of which is annexed to this  Agreement  as Appendix  II. The Company
     agrees that, subject to the terms of the Registration  Rights Agreement,  a
     copy of which is annexed to this  Agreement as Appendix III, it will file a
     registration  statement  with the United  States  Securities  and  Exchange
     Commission  to effect the  registration  of such Shares no earlier than six
     (6) months  after the  Effective  Date and no later than one (1) year after
     the Effective Date at no cost to the Licensor and will use its best efforts
     to have such registration statement declared effective.

          3.5.3 Warrants to purchase an aggregate of [**] shares of Keryx common
     stock,  exercisable  at a price equal to the lower of (i) the closing price
     of Keryx  common  stock on the Nasdaq  stock  exchange  on the  trading day
     immediately preceding the Effective Date; or (ii) the average closing price
     of Keryx common stock on the Nasdaq  stock  exchange  during the sixty (60)
     trading days preceding the Effective Date (the "Warrants").  The number and
     exercise price of the Warrants will be adjusted in the event of subdivision
     or any other split of the share capital of the Company.  The Warrants shall
     have a term of ten (10) years and shall

<PAGE>
                                       7



     become exercisable as follows:

     (a)  Warrants to purchase  [**] shares  shall become  exercisable  upon the
          issuance by the United States Patent and Trademark Office ("USPTO") of
          the first patent  arising from the  invention  described in the patent
          application  described  in  Appendix  I after  the  execution  of this
          Agreement;

     (b)  Warrants to purchase  [**] shares  shall become  exercisable  upon the
          commencement  of a clinical trial of the first Product,  following the
          filing of an  Investigational  New Drug  Application  or any successor
          application or procedure or its foreign  equivalent  ("IND") submitted
          to the  United  States  Food and Drug  Administration  ("FDA")  or its
          foreign equivalent;

     (c)  Warrants to purchase  [**] shares  shall become  exercisable  upon the
          written  approval of the first New Drug  Application  or any successor
          application  or  procedure  or its  foreign  equivalent  ("NDA") for a
          Product by the FDA or its foreign equivalent; and

     (d)  Warrants to purchase  [**] shares  shall become  exercisable  upon the
          commencement of a clinical trial of the second Product,  following the
          filing of an IND submitted to the FDA or its foreign equivalent.

The Company shall file a registration statement covering the relevant portion of
the shares  underlying the Warrants within sixty (60) days of the date the first
Warrant becomes exercisable.

ARTICLE 4 - REPORTS, PAYMENTS AND RECORDS

     4.1 The Company agrees to update the Licensor at least  semi-annually as to
the Company's  activities related to the Products,  including without limitation
the following:  (a) the results of any research and  development of the Products
conducted by the Company and (b) the Company's  efforts to attain  approval from
relevant  regulatory  bodies  to  market  and  sell  the  Products  and  (c) the
accumulated amount spent in the development of products.

     4.2 The  Company  shall  keep  full,  true and  accurate  books of  account
containing all particulars  that may be necessary for the purpose of showing the
amounts  payable to the Licensor by way of royalty as  aforesaid.  Said books of
account  shall be kept at the  Company's  principal  place of  business  and the
supporting  data  shall be open  once per year  upon  reasonable  notice  to the
Company,  for three years  following  the end of the calendar year to which they
pertain,  for inspection by an auditor  selected by the Licensor,  except one to
whom the Company has  reasonable  objection,  for the purpose of  verifying  the
Company's  royalty  statement or compliance in other  respects with this License
Agreement.  If an inspection  shows an  underreporting  or  underpayment of five
percent (5%) of  royalties  payable for any twelve (12) month  period,  then the
Company shall  reimburse the Licensor for the reasonable  cost of the inspection
at the time  the  Company  pays the  unreported  royalties,  including  any late
charges as  required  by  paragraph  4.5 of this  Agreement.  All  payments  for
underreporting or underpayment  required pursuant to this paragraph shall be due
within  60 days of the date the  Licensor  provides  the  Company  notice of the
payment due.

<PAGE>
                                       8



     4.3 Beginning in the calendar  quarter  subsequent to the First  Commercial
Sale or first lump sum payment by  sublicense  of a Product,  the Company  shall
deliver to the Licensor complete and accurate  reports,  within 60 days from the
end of each calendar quarter,  giving such particulars of the business conducted
by the Company  during the preceding  quarter  under this  Agreement as shall be
pertinent to a royalty  accounting  hereunder.  These  reports  shall include at
least the following:

          4.3.1  All  Products  used,  or  sold,  by or  for  the  Company,  its
     Affiliates or any sublicensees.

          4.3.2 Total amounts invoiced for Products used, or sold, by or for the
     Company, its Affiliates or any sublicensees.

          4.3.3 Deductions applicable in computing Net Sales.

          4.3.4 Total  royalties  due based on Net Sales by or for the  Company,
     its Affiliates or any sublicensee.

          4.3.5 Any receipt of lump-sum payment from a sublicensee.

          4.3.6 Names and addresses of all  sublicensees  and  Affiliates of the
     Company.

          4.3.7 On an annual basis,  the Company's  year-end  audited  financial
     statements,  which shall be delivered within 120 days after the end of each
     fiscal year.

     4.4 With each such quarterly report submitted, the Company shall pay to the
Licensor the amounts due and payable under this Agreement in connection with the
royalties  and lump-sum  payments it has  received  from its  sublicensees.  If,
subsequent to the first sale of a Product or receipt of a lump-sum  payment,  no
royalties shall be due, the Company shall so report.

     4.5 Sales and  royalty  payments  shall be  calculated  and, in the case of
royalty  payments,  paid in United  States  dollars.  With  respect  to sales of
products  invoiced  in a  currency  other  than U.S.  Dollars,  the U.S.  Dollar
equivalent shall be calculated using the applicable  conversion rates for buying
United States dollars  published by The Wall Street Journal on the last business
day of the  calendar  quarter to which the royalty  report  relates.  Payment of
Value Added Tax, if applicable and charged,  shall be deducted from each payment
in accordance with the statutory rate in force at such time.

     4.6  Amounts  that are not paid when due and that are not the  subject of a
bona fide dispute shall accrue  interest from the due date for payment until the
actual  date of payment at the maximum  rate of interest  equal to the higher of
the London  Interbank  Offering  Rate of  interest  plus two  percent  (2%),  as
reported by Bank Leumi Leyisrael Ltd. for the applicable  period, or the highest
rate permitted by applicable law,  calculated on the number of days such payment
is delinquent.

     4.7.  Within 30 days from the  presentation  of an  appropriate  invoice by
Licensor,  the Company will pay the Licensor the amounts  expended on account of
any patent  applications filed or to be filed as part of the Patent Rights until
the execution of this

<PAGE>
                                       9



Agreement, up to a maximum of [**] dollars ($[**]).

ARTICLE 5 - DEVELOPMENT AND COMMERCIALIZATION

     5.1 The Company shall use commercially  reasonable  efforts,  comparable to
the level of  efforts  it devotes to its own  products  under  development  with
comparable market  potential,  to bring Products to market through a development
program of commercial  exploitation  of the Licensed  Patent Rights and Licensed
Know-how,  including such efforts to achieve the milestones set forth in section
3.6.3,  above, within a reasonable time period. The Company shall be responsible
for detailing such efforts made pursuant to this section in the reports required
to be provided to Licensor as set forth in section 4.1, above. The parties agree
that  "commercially  reasonable  efforts," as such term is used in this Article,
shall be determined as if the Products were the only Products being developed at
the time by the Company.

     5.2 The Company shall give Licensor  written notice of the First Commercial
Sale of a Product with thirty (30) days thereof.

     5.3 As part of its efforts  pursuant to this  section,  the Company  agrees
that it will invest at least [**] dollars  ($[**])  within the first thirty (30)
months after the  Effective  Date in  connection  with its  internal  efforts to
develop and  commercialize  the Products,  which such expenditure  shall include
purchase and or lease of capital  equipment  related to the  development  and/or
commercialization   of  the  Products.   This  section  shall  be  considered  a
fundamental  term of the Agreement and the breach  thereof shall be considered a
fundamental  breach  of the  Agreement  in  accordance  with  the  Contract  Law
(Remedies) 1970.

ARTICLE 6 - PATENT PROSECUTION AND MAINTENANCE

     6.1 The Company shall have the exclusive  option and right to prosecute and
maintain the Licensed Patent Rights,  including,  but not limited to, the filing
of patent  applications  for inventions and  improvements to the Licensed Patent
Rights,  based  upon  inventions  or  improvements  discovered  by the  Licensor
pursuant to the Research  Program or by the Company.  The Company agrees to keep
the  Licensor  informed  with  respect to the status  and  progress  of any such
applications,  prosecutions  and  maintenance  activities and to consult in good
faith with the  Licensor  and take into  account  the  Licensor's  comments  and
requests  with  respect  thereto.  Both  parties  agree  to  provide  reasonable
cooperation  to each other to facilitate  the  application  and  prosecution  of
Licensed Patent Rights pursuant to this Agreement.

     6.2 In the event that  Licensor  grants a third  party a license  under the
Non-Exclusive  Patents Rights, then Licensor shall immediately notify Company of
such event.  Thereafter,  the Company shall have the right, at its election,  to
continue to prosecute and maintain the  Non-Exclusive  Patent  Rights  provided,
however,  that  Licensor  shall  reimburse  Company  for  all  reasonable  costs
associated with such  prosecution and maintenance from the date of the execution
of the third party license under the  Non-exclusive  Patent  Rights.  Should the
Company  choose not to continue to  prosecute  and  maintain  the  Non-exclusive
Patent Rights as set forth above,  the Licensor  shall ensure that it or a third

<PAGE>
                                       10



party does so at the Licensor's expense.

     6.3 The  Company  may,  in its  discretion,  elect to  abandon  any  patent
application or issued patent  comprising the Licensed  Patents Rights,  in which
case the Company shall make no further use of such Licensed Patent Rights. Prior
to any such abandonment,  the Company shall give the Licensor  reasonable notice
and a reasonable  opportunity to take over  prosecution of such Licensed  Patent
Rights.  In  such  event,  the  Licensor  shall  have  the  right,  but  not the
obligation,  to commence or continue such  prosecution  and to maintain any such
Licensed  Patent Rights under its own control and at its expense and the Company
shall then make no further use of any such Licensed Patent Rights and shall have
no royalty  or other  obligation  to the  Licensor  in  respect of any  Licensed
Product, the manufacture,  use or sale of which is covered by an issued claim of
such Licensed Patent Rights. The Company agrees to cooperate in such activities,
including execution of any assignment or other documents necessary to enable the
Licensor to obtain and retain sole ownership and control of such Licensed Patent
Rights and the License  with  respect to such  Licensed  Patent  Rights shall be
terminated.

     6.4 The Company will exert  commercially  reasonable  efforts to attempt to
obtain a patent in each of the states and countries of the Territory in which it
determines  that obtaining a patent is  commercially  reasonable and will comply
with all requirements for making obtaining such patent as aforesaid,  in respect
of the Licensed  Patent Rights and Licensed  Know-how  and/or Product and/or any
part  thereof.  Each patent  application,  and every patent to be  registered as
aforesaid  shall be made and  registered  on behalf  of, and in the name of, the
Licensor, and at the Company's expense, subject to Licensor's obligations to pay
costs for the  Non-Exclusive  Patent  Rights as set forth in  subparagraph  6.2,
above..

     6.5 The foregoing  constitutes  no assurance by the Licensor or the Company
that patent or patent applications will indeed be prepared - and/or filed and/or
registered in respect to the Licensed Patent Rights and Licensed Know-how and/or
the Product and/or any part thereof,  nor shall such constitute an obligation on
the part of the  Licensor  or the  Company  that a patent  application  filed or
registered as aforesaid will provide due protection.

     6.6 For the  avoidance of doubt,  but subject to Article 12,  below,  it is
hereby  expressed  that the  provisions  of this  Agreement or Appendix I do not
constitute confirmation and/or representation by the Licensor in connection with
the  validity  and/or   applicability  of  any  of  the  patents  and/or  patent
applications  detailed in Appendix I, and the Licensor expresses that it made no
examination as to the validity of the patents and/or the patent  applications as
aforesaid before they were submitted for filing or registration.

     6.7 The parties  shall  assist each other in all  respects  relating to the
preparation of documents for the filing or registration of a patent  application
or any patent-related right upon the other's request.

     6.8 The Company shall undertake commercially reasonable efforts, at its own
expense,  to provide  protection  against a  third-party's  infringement  of the
Licensed  Patent  Rights and Licensed  Know-how  and/or the Products  and/or any
other  right  therein  when,  from its own  knowledge  or upon  notice  from the
Licensor, it becomes aware of the reasonable  probability that such infringement
exists,  and, if such notice was not received  from  Licensor,

<PAGE>
                                       11



shall advise the Licensor upon learning of the  infringement.  The Company shall
give the Licensor notice of any approach with respect to infringement made to it
by a patent  examiner  and/or  attorney in connection with the subject matter of
this  Agreement.  It is agreed that within ninety (90) days of becoming aware of
the infringement of the Licensed Patent Rights or Licensed Know-how, the Company
shall decide whether to institute an infringement suit or take other appropriate
action that it believes is  reasonably  required to protect the Licensed  Patent
Rights and Licensed  Know-how.  If the Company  fails to institute  such suit or
take such action  within such ninety (90) day period,  then the  Licensor  shall
have  the  right  at its  sole  discretion  to  institute  such  suit  or  other
appropriate  action in the name of either or both  parties.  In such event,  all
payment of benefits in judgment or  settlement  shall be payable to the Licensor
and the Company  shall  cooperate  with the  Licensor  to the extent  reasonably
possible, including the joining of suit if necessary or desirable.

     6.9 In the event of a claim  asserting that the Licensed  Patent Rights are
invalid  or  nonenforceable,  then  the  Company  shall  undertake  commercially
reasonable  efforts at its own expense to defend such  claim,  provided  however
that the  Company  shall not settle any such claim in a manner  which  adversely
affects the Licensed Patent Rights without the consent of the Licensor.

     6.10 In connection with the Non-exclusive Patent Rights, the obligations of
the Company set forth in subparagraphs  6.8 and 6.9, above,  shall only apply as
long as the Licensor has not licensed the Non-exclusive Patent Rights to a third
party.  The obligations  set forth in  subparagraphs  6.8 and 6.9, above,  shall
belong to the Licensor from the date of the execution of the third party license
under the Non-exclusive Patent Rights.

     6.11 The Company may deduct an amount equal to up to [**]  percent  ([**]%)
of the royalties it is required to pay the Licensor on Net Sales attributable to
a particular country up to cover any litigation costs incurred by the Company in
such country for any litigation or threatened  litigation  contemplated  by this
Article and all amounts paid in judgment or  settlement  of such  litigation  or
threatened  litigation (the "Patent Litigation Set-off") up to a maximum of [**]
percent ([**]%) of the total litigation costs or settlement in such country.  If
such Patent Litigation  Set-Off does not cover [**] percent ([**]%) of the total
litigation costs or settlement in such country, the Company shall be entitled to
continue to deduct such Patent  Litigation  Set-off from future royalty payments
attributable to such country until such [**] percent ([**]%) is reached.

     6.12 Any  recovery of damages by the  Company,  in any such suit,  shall be
applied first in satisfaction of any unreimbursed expenses and legal fees of the
Company relating to the suit and then to the Licensor for any royalties credited
in accordance with paragraph 6.9, above. Any amount remaining after distribution
according  to the  previous  sentence  shall be paid  entirely  to the  Company,
provided that the Company shall pay the Licensor a royalty in the amount of [**]
percent ([**]%) on such excess recovery.

     6.13 In any suit to enforce and/or defend the Licensed Patent Rights and/or
Licensed Know-how  pursuant to this Agreement,  the party not in control of such
suit shall,  at the request and expense of the controlling  party,  cooperate in
all  respects  and, to the extent  possible,  have its  employees  testify  when
requested and make available  relevant records,  papers,  information,  samples,
specimens, and the like.

<PAGE>
                                       12



ARTICLE 7 - TERM AND TERMINATION

     7.1  Unless  otherwise  terminated  by  operation  of law or by the acts of
parties in accordance  with the  provisions of this  Agreement,  this  Agreement
shall be in force from the  Effective  Date and shall remain in effect until the
expiration  of all of the  obligations  to pay royalties set forth in Section 3.
Upon the  expiration of the Company's  obligations  to pay royalties to Licensor
under  Section 3 with  respect to a Product in each  country,  the  licenses set
forth in  Section  2 shall be  deemed to be  perpetual  and  fully  paid up with
respect to such Product in such country.

     7.2 Without  prejudice to its rights at law or pursuant to this  Agreement,
the  Company  may  terminate  this  Agreement  by giving  written  notice to the
Licensor:

          7.2.1  If an  independent  search  conducted  by or on  behalf  of the
     Company  reveals,  within two (2) months of the Effective  Date one or more
     prior art  publications  that would render the  invention  described in the
     Patent Rights unpatentable.

          7.2.2 At any time, should the Company be informed by either the United
     States Patent and Trademark  Office or the European  Patent Office that the
     patent  application  set forth in  Appendix I will not be allowed to mature
     into a patent and the Company, after using commercially  reasonable efforts
     to obtain the issuance of the patent, determines in good faith to cease its
     prosecution efforts.

     7.3 Without  prejudice to either  party's rights at law or pursuant to this
Agreement, either party may terminate this Agreement by giving written notice to
the Licensor (the "Non-terminating Party") in any of the following cases:

          7.3.1 A receiver or  liquidator  is  appointed  for a  Non-terminating
     Party or if the  Non-terminating  Party passes a resolution  for  voluntary
     winding up, or a winding up application is made against the Non-terminating
     Party; or

          7.3.2 There shall be commenced against the  Non-terminating  Party any
     case,  proceeding or action  seeking  issuance of a warrant of  attachment,
     execution,  distraint or similar process against a material  portion of the
     Non-terminating  Party's  assets which results in the entry of an order for
     such relief  which  shall not have been  vacated,  discharged  or stayed or
     bonded  pending  appeal  within one hundred and eighty  (180) days from the
     entry of such order; or

          7.3.3 Upon sixty (60) days  written  notice  that the  Non-terminating
     Party  has   materially   breached  its   obligations   provided  that  the
     Non-terminating  Party has not cured such breach prior to the effectiveness
     of such notice.

     7.4 The  Company  shall  have  the  right  at any  time to  terminate  this
Agreement by giving 60 days notice thereof in writing to the Licensor.

     7.5 Consequences of Termination

          7.5.1 Upon  termination  of this Agreement by the Licensor as a result
     of the causes  set forth in  subparagraphs  7.3.3,  or  termination  by the
     Company pursuant to Section

<PAGE>
                                       13



     7.4 above,  the license  rights set forth in Section 2 shall  terminate and
     the Company shall have no future  rights to the Licensed  Patent Rights and
     Licensed  Know-how,  granted  hereunder,  and  shall  make no  further  use
     thereof,  including  the  manufacture,  use or sale of Products,  except as
     otherwise set forth in paragraph 7.6,  below..  The Company shall return to
     the Licensor all material  relating to the Licensed  Patent  Rights and the
     Licensed  Know-how,  within  thirty  (30)  days  of the  effective  date of
     termination,  and may make no further  use of such  material.  The  Company
     shall  take the  necessary  steps to assign  its  rights in any  sublicense
     agreement to the Licensor in accordance with subparagraph 2.2.2, above.

          7.5.2 Upon  termination  of this Agreement by the Licensor as a result
     of the causes set forth in subparagraphs  7.3.1 and 7.3.2, above, or by the
     Company as a result of the causes set forth in subparagraphs  7.3.1, 7.3.2,
     and/or 7.3.3,  above, the Company shall continue to have full rights to the
     Licensed  Patent  Rights,  Licensed  Know-how,  and  the  Research  granted
     hereunder,  and shall be free to  continue  to make  further  use  thereof,
     including  the  manufacture,  use,  sublicense  and/or  sale  of  Products,
     provided that it, as far as is practicable, continues to meet its financial
     obligations to the Licensor or its successors in interest hereunder.

          7.5.3 (a) In the event of termination of this Agreement by the Company
     as a result of the  causes  set forth in  subparagraph  7.2.1,  above,  the
     Licensor shall immediately  return to the Company any and all consideration
     paid or issued to the Licensor as set forth in subparagraph 3.5, above, and
     the license  rights set forth in Section 2 shall  terminate and the Company
     shall have no further  rights to the  Licensed  Patent  Rights and Licensed
     Know-how  granted  hereunder,  and  shall  make  no  further  use  thereof,
     including the manufacture,  use or sale of Products.  Moreover, the Company
     shall  have the  right to  immediately  terminate  the  Research  Agreement
     pursuant to paragraph 11(d) of that agreement.  The Company shall return to
     the Licensor all material  relating to the Licensed  Patent  Rights and the
     Licensed  Know-how,  within  thirty  (30)  days  of the  effective  date of
     termination, and may make no further use of such material.

          (b) In the event of  termination of this Agreement by the Company as a
     result of the causes set forth in subparagraph  7.2.2,  above,  the license
     rights set forth in Section 2 shall terminate and the Company shall have no
     further rights to the Licensed Patent Rights and Licensed  Know-how granted
     hereunder,   and  shall  make  no  further  use  thereof,   including   the
     manufacture,  use or sale of  Products,  except as  otherwise  set forth in
     paragraph  7.6  below.  Moreover,  the  Company  shall  have  the  right to
     immediately terminate the Research Agreement pursuant to paragraph 11(d) of
     that  agreement.  The Company  shall  return to the  Licensor  all material
     relating to the Licensed  Patent Rights and the Licensed  Know-how,  within
     thirty  (30) days of the  effective  date of  termination,  and may make no
     further use of such material.

     7.6 Upon termination of this Agreement for any reason, nothing herein shall
be construed to release either party from any  obligation  that matured prior to
the effective date of such termination or obligations under Articles 3, 4, 8, 9,
and 11.  However,  the  Company,  provided  that the  Agreement  was  terminated
pursuant to subparagraph 7.2.2, above, or as a result of the Licensor's material
breach,  may at any  time  after  the  effective  date of such  termination  and
continuing  for a period  not to  exceed  six (6)  months  thereafter,  sell all
completed  Products,  and any Products in the process of manufacture at the time
of such

<PAGE>
                                       14



termination,  and sell the same, provided that the Company shall pay or cause to
be paid to the Licensor the  royalties  thereon as required by Article 3 of this
License  Agreement and shall submit the reports  required by Article 4 hereof on
the sales of Products.

     7.7 The termination of this Agreement,  for whatever reason, shall have the
effect of terminating the Research Agreement.

ARTICLE 8 - LIABILITY AND INDEMNITY

     8.1 The Company  agrees to defend the  Licensor and its  Affiliates  at its
cost and expense,  and will  indemnify and hold the Licensor and its  Affiliates
and their respective  directors,  officers,  employees and agents (the "Licensor
Indemnified Parties") harmless from and against any losses, costs, damages, fees
or expenses  arising out of a claim relating to (i) any breach by the Company of
any of its representations, warranties or obligations pursuant to this Agreement
or (ii) personal injury from the  development,  manufacture,  use, sale or other
disposition  of any  Product  offered by the  Company  and/or its  licensees  or
collaborators.  In the event of any such claim against the Licensor  Indemnified
Parties by any third party,  the Licensor shall  promptly  notify the Company in
writing  of the claim and the  Company  shall  manage and  control,  at its sole
expense,  the defense of the claim and its settlement.  The Licensor Indemnified
Parties shall  cooperate  with the Company and may, at their option and expense,
be represented in any such action or proceeding. The Company shall not be liable
for any  litigation  costs or  expenses  incurred  by the  Licensor  Indemnified
Parties  without the Company's  prior written  authorization.  In addition,  the
Company  shall  not be  responsible  for  the  indemnification  of any  Licensor
Indemnified  Party  arising  from any grossly  negligent,  reckless,  willful or
intentional  acts by such party,  or as a result of any settlement or compromise
by the Licensor Indemnified Parties without the Company's prior written consent.

     8.2 The  Licensor  agrees to defend the Company and its  Affiliates  at its
costs and expense,  and will  indemnify and hold the Company and its  Affiliates
and their  respective  directors,  officers,  employees and agents (the "Company
Indemnified Parties") harmless from and against any losses, costs, damages, fees
or expenses  arising out of any claim  relating to any breach by the Licensor of
any  of  its  representations,   warranties  or  obligations  pursuant  to  this
Agreement.  In the event of any claim against the Company Indemnified Parties by
any third party,  the Company shall  promptly  notify the Licensor in writing of
the claim and the Licensor  shall manage and control,  at its sole expense,  the
defense of the claim and  settlement.  The  Company  Indemnified  Parties  shall
cooperate with the Licensor and may, at their option and expense, be represented
in any such  action or  proceeding.  The  Licensor  shall not be liable  for any
litigation costs or expenses incurred by the Company Indemnified Parties without
the Licensor's prior written authorization.  In addition, the Licensor shall not
be responsible for the  indemnification of any Company Indemnified Party arising
from any grossly negligent, reckless, willful or intentional acts by such party,
or as the result of any  settlement  or  compromise  by the Company  Indemnified
Parties without the Licensor's prior written consent.

     8.3 By the time that a Product shall be commercially distributed or sold by
the Company,  Affiliate or a  sub-licensee,  the Company shall have procured and
shall maintain,  at its sole expense,  comprehensive general liability insurance
in  commercially  reasonable

<PAGE>
                                       15



amounts, which amounts shall not be construed to create a limit of the Company's
liability  with  respect  to its  indemnification  under  this  Agreement.  Such
comprehensive  general  liability  insurance  shall  provide  product  liability
coverage.  The Company  shall  provide  Licensor  with written  evidence of such
insurance  upon request of Licensor.  The Company  shall  provide  Licensor with
written notice at least fifteen days prior to the  cancellation,  non-renewal or
material  change in such insurance.  If the Company does not obtain  replacement
insurance  providing  comparable  coverage  within  sixty  (60)  days  from  the
cancellation of such insurance,  Licensor shall have the right to terminate this
Agreement  effective at the end of such sixty (60) day period  without notice or
any additional waiting periods.

ARTICLE 9 - ARBITRATION

     9.1 Any  dispute  arising  from or  relating  to this  Agreement  shall  be
determined by valid and binding arbitration in Jerusalem,  Israel, in accordance
with the  substantive  law of the State of  Israel.  Such  arbitration  shall be
conducted  by one (1)  arbitrator,  jointly  selected by the parties  Should the
parties be unable to select an arbitrator  within thirty (30) days of the giving
of a notice of arbitration, the arbitrator shall be selected by the President of
the Israel Bar Association  upon  application from either party. The arbitrators
shall  not be bound by the civil  procedure  and  evidence  laws of the State of
Israel,  but shall be required to rule in accordance with its  substantive  laws
and to give, in writing, grounds for his/her decision.

     9.2 The  costs of such  arbitration  shall be  borne  proportionate  to the
finding  of fault as  determined  by the  Arbitrators.  Any  court of  competent
jurisdiction may enter judgment on the arbitration award.

     9.3  Execution  of this  Agreement  by the  parties  shall  constitute  the
execution of an arbitration deed.

ARTICLE 10 - PUBLICATIONS

     10.1 The parties  declare that they encourage  scientific  publications  in
general  and  consider  publications  encompassing  the  subject  matter of this
Agreement  and the Research  Agreement  an asset to the Company.  The Company is
aware that Prof. Haim Gilon (the  "Inventor") and his students strive to publish
their research and the students'  success and advancement in the field are based
on publishing their research.

     10.2  The  Licensor  shall  ensure  that  written   publications   or  oral
disclosures  relating to the  Invention,  the Patent Rights,  the Know-how,  the
Products  and any patent  applications  thereof that are subject to the terms of
this  Agreement  and/or the  Research  Agreement  are not  published  by it, its
officers,  employees,  representatives  or  agents  without  the  prior  written
permission of the Company. The Company undertakes to reply to a request from the
Licensor to publish such  information  within  thirty (30) days of receiving the
request. The Company may refuse such request only upon reasonable grounds stated
in writing.

     10.3  Should the  Company  decide not to allow  publication  pursuant  to a
request  made by the Licensor for reasons  which in the  Licensor's  opinion are
unreasonable,  publication  shall be postponed for a period of three months from
the time the  Licensor  gives  further  written  notice of its intent to publish
despite the Company's  objection.  Such  three-month  period is (a) to allow the
Company to file the appropriate patent application; and/or (b)

<PAGE>
                                       16



to allow the Company to submit the dispute  over  publication  to an  arbitrator
pursuant to the  procedure  set forth in Section 9, above.  Notwithstanding  the
foregoing,  should the Company's patent attorney determine,  in good faith, that
the  appropriate  patent  application  would take  longer  than three  months to
present, the waiting period shall be extended to six months.

     10.4 The  provisions  of this Article  shall not  prejudice any other right
that either party has pursuant to this Agreement and the applicable law.

ARTICLE 11 CONFIDENTIALITY

     11.1 The Company and the Licensor warrant and agree that during the term of
this Agreement and subsequent thereto, all Confidential Information disclosed by
one party to the other party shall (a) not be used by the receiving party except
in  connection  with the  activities  contemplated  herein  and by the  Research
Agreement,  (b) be maintained in confidence by the receiving party and (c) shall
not be disclosed by the  receiving  party to any other  person,  firm or agency,
governmental  or  private,  without  the  prior  written  consent  of the  party
disclosing such Confidential Information.

     11.2 The  obligation  contained  in  subparagraph  11.1  shall not apply to
information which is:

          11.2.1 In the possession of the receiving party prior to disclosure by
     the disclosing party; or

          11.2.2 Received by the receiving  party from a third party  rightfully
     in possession of the same and having the right to disclose the same; or

          11.2.3 Now or hereafter in the public  domain  through no fault of the
     receiving party; or

          11.2.4 Required to be disclosed by legal,  administrative  or judicial
     process;  provided that, the receiving  party provides prior written notice
     of such disclosure to the disclosing  party and takes reasonable and lawful
     actions to avoid and/or minimize the degree of such disclosure; or

          11.2.5 Approved in writing for public release by the disclosing party,
     above.

     11.3 The  Company  and the  Licensor  each agree  that they  shall  provide
Confidential  Information received from the other party only to their respective
employees,  consultants  and advisors,  and to the  employees,  consultants  and
advisors  of such  party's  Affiliates,  who  have a need to  know  and  have an
obligation to treat such information and materials as confidential.

     11.4 The  expiration or  termination  of this  Agreement  shall not release
either  party  from its  obligations  pursuant  to this  clause,  including  the
sub-clause hereof.

ARTICLE 12 - REPRESENTATIONS AND WARRANTIES

     12.1 The Company and the Licensor each represents and warrants to the other

<PAGE>
                                       17



that as of the  Effective  Date it has full right,  power and authority to enter
into this  Agreement  and to  perform  its  respective  obligations  under  this
Agreement.  The Licensor  represents and warrants to the Company that it has the
full power,  authority  and right to grant to the Company the  licenses  granted
pursuant to this Agreement, that it has, as of the Effective Date, access to and
right to use the technology necessary to perform its obligations hereunder,  and
it has not granted to any third party any right  which would  conflict  with the
rights granted by it to the Company hereunder.

     12.2 The Company and the Licensor  each  represents  and warrants  that all
necessary consents,  approvals and authorizations of all government  authorities
and other  persons  required  to be obtained  by such Party in  connection  with
execution,  delivery and  performance  of this  Agreement have been and shall be
obtained.

     12.3 The  Company  and the  Licensor  each  represents  and  warrants  that
notwithstanding  anything to the contrary in this  Agreement,  the execution and
delivery of this  Agreement  and the  performance  of such  party's  obligations
hereunder (a) do not conflict with or violate any requirement of applicable laws
or regulations  and (b) do not and will not conflict with,  violate or breach or
constitute a default or require any consent under,  any contractual  obligations
of such party,  except such  consents as shall have been  obtained  prior to the
Effective Date.

     12.4 The Company and the Licensor each  represents and warrants that all of
its employees,  officers,  and  consultants  who are connected in any way to the
subject  matter of this  Agreement  and/or the Research  Program  have  executed
agreements  or have existing  obligations  under law  requiring,  in the case of
employees and officers,  assignment to such party of all inventions  made during
the  course  of and as the  result  of their  association  with  such  party and
obligating the individual to maintain as confidential such party's  Confidential
Information  as well as  confidential  information  of a third  party which such
party may receive,  to the extent  required to support such party's  obligations
under this Agreement.

     12.5 To the best of  Licensor's  knowledge  and  belief,  Licensor  has all
right,  title, and interest in and to the Patent Rights and Know-How,  including
exclusive,  absolute,  irrevocable right,  title and interest thereto,  free and
clear of all liens,  charges,  encumbrances or other restrictions or limitations
of any kind  whatsoever.  Moreover,  to the  best of  Licensor's  knowledge  and
belief, there is no claim, pending or threatened, of infringement,  interference
or invalidity regarding any part or all of the Patent Rights and Know-how or the
Products  as  presently  contemplated,  and the  Licensor  is not  aware  of any
licenses,  restrictions,  liens,  rights  of  third-parties,  disputes,  royalty
obligations, proceedings or claims relating to, affecting or limiting its rights
or the rights of the Company under this  Agreement with respect to, or which may
lead to a claim of infringement or invalidity regarding the Patent Rights and/or
Product as presently contemplated.

     12.6 Except as  otherwise  expressly  set forth  herein or in the  Research
Agreement,  the parties make no representations  and extend no warranties of any
kind,  either  express  or  implied,  and  particularly  that  products  will be
successfully developed hereunder, and if developed, will have commercial utility
or merchantability or fitness for a particular purpose.

<PAGE>
                                       18



ARTICLE 13 - NOTICES AND OTHER COMMUNICATIONS

     All notices or  communications  made pursuant to this Agreement shall be in
writing  and sent by  certified  first  class  mail,  postage  prepaid,  by hand
delivery or by facsimile,  if confirmed in writing, at the addresses below or as
otherwise designated by written notice given to the other party:

          In the case of the Licensor:

                Yissum Research Development Company of the
                     Hebrew University of Jerusalem
                POB 4279
                46 Jabotinsky Street
                Jerusalem
                Attention: Reuven Ron
                Tel: 011-972-2-566-1540
                Fax: 011-972-2-566-0331

          In the case of the Company:

                Keryx Biopharmaceuticals, Inc.
                7 Hartom Street
                P.O. Box 23706
                Jerusalem, Israel 91236
                Attn: General Counsel
                Tel: 011-972-2-541-3500
                Fax: 011-972-2-541-3501

or such other address furnished in writing by one party to the other. Any notice
sent as aforesaid  shall be deemed to have been  received  four days after being
posted by registered mail or one day after personal service, as the case may be.

ARTICLE 14 - MISCELLANEOUS PROVISIONS

     14.1 It is hereby agreed and declared  between the parties that each of the
parties shall act in all respects  relating to this  Agreement as an independent
contractor and there neither is nor shall be any master and servant or principle
and agent  relationship  and/or  partnership  in the  relationship  between  the
Company,  on one hand, and the Licensor  and/or any of its employees  and/or any
person or entity connected with it, on the other.

     14.2 This Agreement and the rights and duties  appertaining  hereto may not
be assigned by either party without first  obtaining the written  consent of the
other,  which consent shall not be unreasonably  withheld.  Notwithstanding  the
foregoing,  the Company may assign this  Agreement  to a  purchaser,  merging or
consolidating  corporation,  or acquiror of more than fifty percent (50%) of all
of the Company's assets or business. Notwithstanding the foregoing, either party
may assign its rights (but not its  obligations)  pursuant to this  Agreement in
whole or part to an Affiliate.

     14.3 This Agreement  embodies the entire  understanding  of the parties and
shall supersede all previous communications,  representations or understandings,
either oral or

<PAGE>
                                       19



written,  between the parties relating to the subject matter hereof. The parties
acknowledge  that  this  Agreement,   including  the  Appendices  and  documents
incorporated by reference,  sets forth the entire agreement and understanding of
the parties hereto as to the subject matter hereof,  and shall not be subject to
any  change of  modification  except by the  execution  of a written  instrument
subscribed to by the parties.

     14.4 The provisions of this Agreement are severable,  and in the event that
any  provision  of  this  Agreement   shall  be  determined  to  be  invalid  or
unenforceable   under  any   controlling   body  of  law,  such   invalidity  or
unenforceability  shall not in any way affect the validity or  enforceability of
the remaining provisions hereof.

     14.5 The failure of either  party to assert a right  hereunder or to insist
upon  compliance  with  any  term or  condition  of  this  Agreement  shall  not
constitute  a waiver of that  right or excuse a similar  subsequent  failure  to
perform any such term or condition by the other party.

     14.6 The headings of the several  articles are inserted for  convenience of
reference  only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.

     14.7 This  Agreement will not be binding upon the parties until it has been
signed below on behalf of each party,  in which event,  it shall be effective as
of the date recited on page one.

     14.8 Each party hereto  shall be excused from any breach of this  Agreement
which is proximately caused by governmental regulation,  act of war, strike, act
of God or other similar circumstance  normally deemed outside the control of the
parties.

     14.9 Each of the Company and the Licensor  shall be  responsible  for their
own expenses  relating to the preparation and consummation of this Agreement and
the agreements and transactions contemplated hereby.

     14.10 This Agreement  shall be construed and the  respective  rights of the
parties  hereto  determined  according to the  substantive  laws of the State of
Israel  notwithstanding  the  provisions  governing  conflict of laws under such
State of Israel to the contrary,  except  matters of  intellectual  property law
which shall be determined in accordance with the national property laws relevant
to the intellectual property in question.

     14.11 This  Agreement has been  prepared  jointly and shall not be strictly
construed against any party.

     14.12  This  Agreement  may be  executed  in  counterparts,  each of  which
counterparts, when so executed and delivered, shall be deemed to be an original,
and all of which counterparts, taken together, shall constitute one and the same
instrument.

<PAGE>
                                       20



     IN  WITNESS  WHEREOF,   the  parties  hereto  have  executed  this  License
Agreement, by proper persons thereunto duly authorized.


COMPANY                                          LICENSOR


By:     /s/ Ira Weinstein                        By:     /s/ Elena Canetti
       --------------------------                        ------------------
Name:      Ira Weinstein                         Name:      Elena Canetti
Title:   Chief Operating Officer                 Title:    VP of Marketing

                                                 By:     /s/ R. Sherer
                                                         -------------
                                                 Name:      R. Sherer
                                                 Title:   Executive VP



<PAGE>
                                       21



                                   APPENDIX I


A.   EXCLUSIVE PATENT RIGHTS


[**]
B.   NON-EXCLUSIVE PATENT RIGHTS

[**]
C.   EXCLUSIVE KNOW-HOW

[**],  whether  in the  form of [**] or  [**],  which  are  [**] and [**] of the
Agreement, [**].

D.   NON-EXCLUSIVE KNOW-HOW

     1.   [**].
     2.   [**]  consisting  of a [**]  starting  from [**] that are [**] and the
          [**] and [**] that is [**]


<PAGE>
                                       22



                                   APPENDIX II

                                INVESTMENT LETTER


Keryx Biopharmaceuticals, Inc.
7 Hartom Street
P.O. Box 23706
Jerusalem, Israel  91236

Dear Sirs:

     In order to induce Keryx  Biopharmaceuticals,  Inc., a Delaware corporation
(the  "Company"),  to issue and sell to the  undersigned the number of shares of
Common Stock (the "Shares),  and the Warrant to purchase the number of shares of
Common Stock, (the "Warrant," and together with the Shares, the "Securities") of
the  Company  set  forth  opposite  the   undersigned's   signature  below,  the
undersigned represents, warrants and covenants as follows:

     (a) It is  purchasing  the  Securities  for its own account for  investment
only, and not with a view to, or for sale in connection  with, any  distribution
of the Securities in violation of the  Securities  Act of 1933 (the  "Securities
Act"), or any rule or regulation under the Securities Act.

     (b) It has had such  opportunity  as it has deemed  adequate to obtain from
representatives  of the Company such information as is necessary to permit it to
evaluate the merits and risks of its investment in the Company.

     (c) It has  sufficient  experience in business,  financial  and  investment
matters  to be able to  evaluate  the  risks  involved  in the  purchase  of the
Securities  and to make an informed  investment  decision  with  respect to such
purchase.

     (d) It can afford a  complete  loss of the value of the  Securities  and is
able to bear the economic  risk of holding  such  Securities  for an  indefinite
period.

     (e) It is an "Accredited  Investor," as such term is defined in rule 501 of
Regulation D under the Securities Act.

     (f) It understands  that (i) the Securities have not been registered  under
the Securities Act and are  "Restricted  Securities"  within the meaning of Rule
144 under the Securities Act, (ii) the Securities cannot be sold, transferred or
otherwise  disposed  of  unless  they  are  subsequently  registered  under  the
Securities Act or an exemption from registration is then available; (iii) in any
event,  the exemption from  registration  under Rule 144 or otherwise may not be
available  for at least one year and even then  will not be  available  unless a
public market then exists for the Common Stock, adequate information  concerning
the Company is then  available to the public,  and other terms and conditions of
Rule 144 are complied with; and (iv) there is now no  registration  statement on
file with the  Securities and Exchange  Commission  with respect to any stock of
the Company and the Company has no obligation  or

<PAGE>
                                       23



current intention to register the Securities under the Securities Act.

     (g) A legend  substantially  in the  following  form  will be placed on the
certificate representing the securities:

          "The  Securities   represented  by  this  certificate  have  not  been
     registered  under the  Securities  Act of 1933, as amended,  and may not be
     sold,  transferred or otherwise  disposed of in the absence of an effective
     registration statement under such Act or an opinion of counsel satisfactory
     to the corporation to the effect that such registration is not required."


                                       Very truly yours,
Number of Shares:  TBD                 YISSUM   RESEARCH   AND   DEVELOPMENT
Number of Shares Underlying Warrant:   COMPANY  OF  THE  HEBREW  UNIVERSITY OF
[**]                                   JERUSALEM

                                       By:______________________________________
Date: ____________________             Name:____________________________________
                                       Title:___________________________________



<PAGE>
                                       24



                                  APPENDIX III

                          REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (the "Agreement") is made as of January
10, 2002 by and between Keryx Biopharmaceuticals,  Inc., a Delaware corporation,
and Yissum Research  Development  Company of the Hebrew  University of Jerusalem
("Yissum" or the "Holder").

     WHEREAS,  the Company and the Holder have entered into a License Agreement,
dated the date hereof (the  "License  Agreement"),  pursuant to which the Holder
has granted to the Company an  exclusive  royalty-bearing  license to certain of
its intellectual property.

     WHEREAS,  in  partial  consideration  for the  grant of such  license,  the
Company has issued to the Holder on the date  hereof [**] shares (the  "Shares")
of its Common Stock,  $0.01 par value per share and warrants ("the Warrants") to
purchase [**] shares of its Common Stock, $0.01 par value per share (such shares
to be known as the "Warrant Shares").

     WHEREAS,  the License Agreement  provides that it shall be a requirement of
the Holder,  in  receiving  such Shares and  Warrants as  consideration  for the
License,  that the  Company  use its best  efforts  to  register  the Shares and
Warrant Shares.

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
contained herein, the parties hereto hereby agree as follows:

ARTICLE 1 - DEFINITIONS.  The following  terms shall have the meanings  provided
therefor below or elsewhere in this agreement as described below:

"Board" shall mean the board of directors of the Company.

"Effective  Date"  shall have the  meaning  ascribed to such term in the License
Agreement.

"Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,  and
all of the rules and regulations promulgated thereunder.

"Qualifying  Holder"  shall  have the  meaning  ascribed  thereto  in Section 12
hereof.

"Registrable  Shares"  shall mean the  Shares,  and any shares of capital  stock
issued in respect  of the  Shares  because  of stock  splits,  stock  dividends,
reclassifications,  recapitalizations or similar events, provided, however, such
term shall not,  after the Mandatory  Share  Registration  Termination  Date (as
defined below), apply to the Shares.

"Registrable  Warrant Shares" shall mean the Warrant  Shares,  and any shares of
capital stock issued in respect of the Warrant  Shares  because of stock splits,
stock  dividends,   reclassifications,   recapitalizations  or  similar  events,
provided,  however,  such term  shall not,  after the  Mandatory  Warrant  Share
Registration Termination Date (as defined below), apply to the Warrant Shares.

"Rule 144"  shall mean Rule 144  promulgated  under the  Securities  Act and any
successor or substitute rule, law or provision.

"SEC" shall mean the Securities and Exchange Commission.

"Securities  Act" shall mean the Securities Act of 1933, as amended,  and all of
the rules and regulations promulgated thereunder.

<PAGE>
                                       25



ARTICLE 2 -  EFFECTIVENESS;  TERMINATION.  This agreement shall become effective
and legally binding only upon the Effective Date.

ARTICLE 3 - MANDATORY REGISTRATION.

     3.1 The  Company  will  prepare and file with the SEC no less than 180 days
and no more than 365 days after the date hereof a registration statement on form
S-3 (or, if the Company is not then eligible to use a registration  statement on
form S-3,  such other  form of  registration  statement  then  available  to the
Company  for the  registration  for  resale of the  Shares)  for the  purpose of
registering  under the securities act all of the  registrable  shares for resale
by, and for the account of, the Holder (the "Share Registration Statement"). The
Share  Registration  Statement  shall permit the Holder to offer and sell,  on a
delayed or continuous  basis pursuant to Rule 415 under the Securities  Act, any
or all of the Registrable  Shares. The Company agrees to use its best efforts to
cause the Share Registration Statement to become effective. The Company shall be
required to keep the Share Registration Statement effective until such date that
is the  earlier of (i) the date when all of the  Registrable  Shares  registered
thereunder shall have been sold, or (ii) the second anniversary of the Effective
Date or (iii) such time as all of the Registrable  Shares registered  thereunder
can be sold within any given  three-month  period  without regard to the trading
volume of the common  stock  pursuant to Rule 144,  subject to  extension as set
forth  below  (such  date  is  referred  to  herein  as  the  "Mandatory   Share
Registration  Termination Date "). Thereafter,  the Company shall be entitled to
withdraw the Share  Registration  Statement and the Holder shall have no further
right to  offer or sell any of the  Registrable  Shares  pursuant  to the  Share
Registration Statement (or any prospectus relating thereto).

     3.2 The  Company  will  prepare  and file with the SEC no more than 60 days
after the Vesting Date of the first  Warrant  granted to the Holder  pursuant to
paragraph  3.5.3 of the License  Agreement a registration  statement on form S-3
(or, if the Company is not then eligible to use a registration statement on form
S-3, such other form of registration statement then available to the Company for
the  registration  for  resale  of  the  Warrant  Shares)  for  the  purpose  of
registering  under the Securities  Act all of the  Registrable  Warrant  Shares,
issuable upon the exercise of the  Warrants,  for resale by, and for the account
of, the Holder (the "Warrant Share Registration  Statement").  The Warrant Share
Registration  Statement  shall permit the Holder to offer and sell, on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act, any or all of
the  Registrable  Warrant Shares issuable upon the exercise of a vested Warrant.
The  Company  agrees  to use  its  best  efforts  to  cause  the  Warrant  Share
Registration  Statement to become  effective.  The Company  shall be required to
keep the Warrant Share Registration  Statement effective until such date that is
the  earlier  of  (i)  the  date  when  all of the  Registrable  Warrant  Shares
registered  thereunder  shall  have been  sold,  or (ii) such time as all of the
Registrable  Warrant Shares  registered  thereunder can be sold within any given
three-month  period  without  regard to the trading  volume of the common  stock
pursuant  to Rule 144,  subject to  extension  as set forth  below (such date is
referred to herein as the "Mandatory Warrant Share Registration Termination Date
").  Thereafter,  the Company  shall be entitled to withdraw  the Warrant  Share
Registration  Statement  and the Holder shall have no further  right to offer or
sell any of the  Registrable  Warrant  Shares  pursuant  to such  Warrant  Share
Registration Statement (or any prospectus relating thereto).

<PAGE>
                                       26



ARTICLE 4 - OBLIGATIONS  OF THE COMPANY.  In  connection  with the Company's (i)
obligation under section 3 hereof to file the Share  Registration  Statement and
Warrant Share Registration Statement with the SEC and to use its best efforts to
cause the such registration  statements to become  effective,  and (ii) to cause
such  registration  statements to remain  effective  until the  Mandatory  Share
Registration  Termination Date and/or the Mandatory  Warrant Share  Registration
Termination Dates, the Company shall:

     4.14 Prepare,  and file with the SEC such amendments and supplements to the
Share Registration Statement and Warrant Share Registration  Statement,  and the
prospectuses  used in connection  therewith,  as may be necessary to comply with
the  provisions of the  Securities  Act with respect to the  disposition  of all
Registrable  Shares  covered  by  the  Share  Registration   Statement  and  all
Registrable Warrant Shares covered by the Warrant Share Registration Statement;

     4.15 Furnish to the Holder such number of copies of a prospectus, including
a preliminary prospectus,  in conformity with the requirements of the Securities
Act,  and  such  other  documents  (including,  without  limitation,  prospectus
amendments  and  supplements  as are prepared by the Company in accordance  with
Section 4(a) above) as the Holder may reasonably  request in order to facilitate
the  disposition of such Holder's  Registrable  Shares and  Registrable  Warrant
Shares;

     4.16 Notify the Holder, at any time when a prospectus relating to the Share
Registration  Statement and/or Warrant Share Registration  Statement is required
to be delivered  under the  Securities  Act, of the  happening of any event as a
result of which the prospectus included in or relating to the Share Registration
Statement  and/or  Warrant  Share  Registration  Statement  contains  an  untrue
statement of a material fact or omits any fact  necessary to make the statements
therein not misleading; and, thereafter, the Company will promptly prepare (and,
when  completed,  give notice to the Holder) a  supplement  or amendment to such
prospectus  so  that,  as  thereafter  delivered  to the  purchaser(s)  of  such
Registrable Shares and/or Registrable  Warrant Shares,  such prospectus will not
contain  an  untrue  statement  of a  material  fact or omit to  state  any fact
necessary to make the statements therein, in light of the circumstances in which
they were made,  not  misleading;  provided that upon such  notification  by the
Company, the Holder will not offer or sell Registrable Shares and/or Registrable
Warrant Shares under such  prospectus  until the Company has notified the Holder
that it has prepared a supplement or amendment to such  prospectus and delivered
copies of such supplement or amendment to the Holder;

     4.17 Use best  efforts to  register  and  qualify  the  Registrable  Shares
covered by the Share  Registration  Statement  and  Registrable  Warrant  Shares
covered by the Warrant Share Registration  Statement under such other securities
or Blue Sky laws of such jurisdictions as shall be reasonably appropriate in the
opinion of the  Company;  provided  that the  Company  shall not be  required in
connection  therewith or as a condition  thereto to qualify to do business or to
file  a  general   consent  to  service  of  process  in  any  such   states  or
jurisdictions;  and  provided  further  that  (notwithstanding  anything in this
Agreement  to the  contrary  with  respect to the  bearing of  expenses)  if any
jurisdiction in which any of such Registrable Shares and/or Registrable  Warrant
Shares shall be qualified  shall  require that  expenses  incurred in connection
with the qualification therein of any such Registrable Shares and/or Registrable
Warrant  Shares be borne by the  Holder,  then the Holder  shall,  to the extent
required by such

<PAGE>
                                       27



jurisdiction, pay such qualification expenses;

     4.18 Use its best efforts to cause the  Registrable  Shares  covered by the
Share Registration  Statement and/or  Registrable  Warrant Shares covered by the
Warrant Share  Registration  Statement to be registered  with or approval by the
National  Association of Securities Dealers,  Inc. as may be necessary to enable
the Holder to  consummate  the  disposition  of such  Registrable  Shares and/or
Registrable  Warrant  Shares in accordance  with the chosen method or methods of
distribution;

     4.19 Cause all  Registrable  Shares  included  in such  Share  Registration
Statement  and/or  Registrable  Warrant  Shares  included in such Warrant  Share
Registration  Statement to be listed,  by the date of first sale of  Registrable
Shares  pursuant to such Share  Registration  Statement or  Registrable  Warrant
Shares pursuant to such Warrant Share Registration  Statement,  on the principal
securities  exchange or automated  interdealer  system on which the same type of
securities of the Company are then listed or traded; and

     4.20 Use its best  efforts to qualify for  registration  on Form S-3 or any
comparable or successor form or forms.

     4.21 The Company shall make available for inspection by a representative of
the Holder, and any attorney or accountant retained by the Holder, all financial
and other records customary for such purposes, pertinent corporate documents and
properties  of the Company,  and cause the  Company's  officers,  directors  and
employees  to  supply  all   information   reasonably   requested  by  any  such
representative,   attorney  or  accountant   in   connection   with  such  Share
Registration Statement and/or Warrant Share Registration  Statement.  The Holder
will agree to keep all non-public  information supplied to it confidential until
such  information  is  included  in  the  Share  Registration  Statement  and/or
Registrable Warrant Shares filed with the Commission.

     4.22 The  Company  shall  use its best  efforts  to take  all  other  steps
necessary to effect the  registration of the Registrable  Shares and Registrable
Warrant Shares contemplated hereby and to expedite or facilitate the disposition
of such Registrable Securities and Registrable Warrant Shares.

ARTICLE 5 - FURNISH  INFORMATION.  The  Holder  shall  promptly  furnish  to the
Company  such  information  regarding  it and the  securities  held by it as the
Company shall reasonably request in writing and as shall be required in order to
effect any registration by the Company pursuant to this Agreement.

ARTICLE  6 -  EXPENSES  OF  REGISTRATION.  All costs and  expenses  incurred  in
connection with the  registration of the Registrable  Shares and/or  Registrable
Warrant Shares pursuant to this Agreement (excluding underwriting, brokerage and
other selling  commissions and discounts and fees and  disbursements  of counsel
for the Holder), including without limitation all registration and qualification
and  filing  fees,  printing,  and fees and  disbursements  of  counsel  for the
Company, shall be borne by the Company.

ARTICLE 7 - DELAY OF  REGISTRATION.  The  Holder  shall  not take any  action to
enjoin or otherwise delay any registration as the result of any controversy that
might  arise  with  respect  to the  interpretation  or  implementation  of this
agreement.

<PAGE>
                                       28



ARTICLE 8 - INDEMNIFICATION.

     8.14  The  Company  will  indemnify  and  hold  harmless  the  Holder,  any
broker/dealer or underwriter acting on behalf of the Holder and each officer and
director of the Holder,  such  broker/dealer or underwriter and each person,  if
any, who controls the Holder, broker/dealer or underwriter within the meaning of
the Securities Act,  against any losses,  claims,  expenses,  costs,  damages or
liabilities,  joint or  several,  to which  they may  become  subject  under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
(i) untrue or alleged  untrue  statement of any material  fact  contained in the
Share Registration Statement and/or Warrant Share Registration Statement, in any
preliminary prospectus or final prospectus relating thereto or in any amendments
or  supplements  to  the  Share  Registration  Statement  and/or  Warrant  Share
Registration  Statement or any such preliminary  prospectus or final prospectus,
or arise out of or are based  upon the  omission  or alleged  omission  to state
therein a material fact required to be stated therein,  or necessary to make the
statements  therein  not  misleading  and (ii)  violation  by the Company of the
Securities  Act or any state  securities  law or, in  either  case,  any rule or
regulation thereunder applicable to the Company and required to be complied with
by the Company in connection with the  registration  of the  Registrable  Shares
and/or  Registrable   Warrant  Shares;  and  will  reimburse  the  Holder,  such
broker/dealer,  such underwriter or such officer, director or controlling person
for any legal or other expenses  reasonably  incurred by them in connection with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the indemnity agreement contained in this Section 8(a)
shall not apply to amounts paid in settlement of any such loss,  claim,  damage,
liability or action if such  settlement  is effected  without the consent of the
Company  (which  consent  shall  not be  unreasonably  withheld),  nor shall the
Company  be liable  in any such case for any such  loss,  damage,  liability  or
action to the extent that it arises out of or is based upon an untrue  statement
or alleged  untrue  statement  or  omission  made in  connection  with the Share
Registration  Statement  and/or  Warrant  Share  Registration   Statement,   any
preliminary,  prospectus or final prospectus  relating thereto or any amendments
or  supplements  to  the  Share  Registration  Statement  and/or  Warrant  Share
Registration  Statement or any such preliminary  prospectus or final prospectus,
in reliance upon and in conformity with written information  furnished expressly
for use in connection with the Share Registration Statement and/or Warrant Share
Registration Statement or any such preliminary prospectus or final prospectus by
the selling  Investors,  any  underwriter  for them or  controlling  person with
respect to them; and provided further, that the indemnity agreement contained in
this Section 8(a) shall not apply to statements made in a preliminary prospectus
to the extent that those  statements  were  corrected in a later  preliminary or
final  prospectus or  supplement  or amendment  thereto that was supplied to the
indemnified  party and the  indemnified  party  failed  to  deliver  that  later
preliminary or final prospectus or amendment or supplement thereto.

     8.15 The Holder will  indemnify and hold harmless the Company,  each of its
directors, each of its officers who have signed the Share Registration Statement
and/or Warrant Share Registration  Statement,  each person, if any, who controls
the Company within the meaning of the Securities  Act, or any  broker/dealer  or
underwriter  acting on behalf of the  Company or the Holder  against any losses,
claims,  damages  or  liabilities  to which the  Company  or any such  director,
officer,  controlling person,  underwriter,  or broker/dealer may become subject
to, under the  Securities  Act or  otherwise,  insofar as such  losses,  claims,

<PAGE>
                                       29



damages or liabilities (or actions in respect thereto) arise out of or are based
upon any untrue or alleged  untrue  statement of any material fact  contained in
the Share Registration  Statement and/or Warrant Share Registration Statement or
any such  preliminary  prospectus,  relating  thereto  or in any  amendments  or
supplements   to  the  Share   Registration   Statement   and/or  Warrant  Share
Registration  Statement or any such preliminary  prospectus or final prospectus,
or arise out of or are based  upon the  omission  or alleged  omission  to state
therein a material  fact  required  to be or  necessary  to make the  statements
therein not  misleading,  in each case to the extent and only to the extent that
such  untrue  statement  or alleged  untrue  statement  or  omission  or alleged
omission  was made in the Share  Registration  Statement  and/or  Warrant  Share
Registration  Statement,  in any  preliminary  prospectus  or  final  prospectus
relating  thereto or in any amendments or supplements to the Share  Registration
Statement  and/or Warrant Share  Registration  Statement or any such preliminary
prospectus or final prospectus,  in reliance upon and in conformity with written
information  furnished by the Holder  expressly for use in  connection  with the
Share Registration Statement and/or Warrant Share Registration Statement, or any
preliminary  prospectus or final  prospectus;  and the Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such director,
officer,  controlling person,  broker/dealer,  or underwriter in connection with
investigating  or defending any such loss,  claim  damage,  liability or action,
provided,  however,  that the liability of the Holder hereunder shall be limited
to the proceeds (net of underwriting discounts and commissions, if any) received
by such the  Holder  from the sale of  Registrable  Shares  covered by the Share
Registration  Statement and/or Registrable Warrant Shares covered by the Warrant
Share Registration Agreement, and provided, further, however, that the indemnity
agreement  contained  in this  Section  8(b) shall not apply to amounts  paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such
settlement  is  effected   without  the  Holder  (which  consent  shall  not  be
unreasonably withheld).

     8.16 Promptly after receipt by an indemnified party under this Section 8 of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 8, notify the indemnified  party in writing of the commencement  thereof
and the  indemnifying  party shall have the right to  participate in and, to the
extent the indemnifying party desires, jointly with any other indemnifying party
similarly  noticed,  to assume at its expense the defense  thereof  with counsel
mutually  satisfactory  to the  indemnifying  parties  with the  consent  of the
indemnified party which consent will not be unreasonably  withheld,  conditioned
or delayed.  In the event that the indemnifying  party assumes any such defense,
the  indemnified  party may participate in such defense with its own counsel and
at its own expense,  provided,  however,  that the counsel for the  indemnifying
party shall act as lead  counsel in all matters  pertaining  to such  defense or
settlement  of such  claim and the  indemnifying  party  shall only pay for such
indemnified   party's  expenses  for  the  period  prior  to  the  date  of  its
participation on such defense.  The indemnifying  party shall not, in connection
with any one such action or proceeding or separate but substantially  similar or
related actions or proceedings in the same jurisdiction  arising out of the same
general  allegations or  circumstances,  be liable for the  reasonable  fees and
expenses of more than one separate  firm of attorneys  (in addition to any local
counsel) at any time for such  indemnified  party;  provided,  however,  that if
separate  firm(s) of attorneys are required due to a conflict of interest,  then
the  indemnifying  party shall be liable for the reasonable fees and expenses of
each such separate firm. The failure to notify an indemnifying party promptly of
the commencement of any such action, if materially prejudicial to his ability to
defend such action,  shall relieve such  indemnifying  party of any

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                                       30



liability to the indemnified  party under this Section 8, but the omission so to
notify the indemnifying party will not relieve him of any liability which he may
have to any indemnified party otherwise other than under this Section 8.

     8.17  Notwithstanding  anything to the contrary  herein,  the  indemnifying
party shall not be entitled to settle any claim,  suit or  proceeding  unless in
connection with such settlement the indemnified  party receives an unconditional
release with respect to the subject matter of such claim, suit or proceeding and
such  settlement  does not contain  any  admission  of fault by the  indemnified
party.

ARTICLE 9 - CONTRIBUTION.

     9.14 If the indemnification provided for in Section 8 herein is unavailable
to the  indemnified  parties  in  respect  of any  losses,  claims,  damages  or
liabilities  referred to herein (other than by reason of the exceptions provided
therein),  then each  such  indemnifying  party,  in lieu of  indemnifying  such
indemnified  party,  shall  contribute  to the  amount  paid or  payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i)
as between  the Company on the one hand and the  Holder,  on the other,  in such
proportion as is  appropriate to reflect the relative  benefits  received by the
Company on the one hand and the Holder,  on the other,  from the offering of the
Registrable Shares and/or  Registrable  Warrant Shares, or if such allocation is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only such  relative  benefits but also the relative  fault of the Company on
the one hand and of the Holder,  on the other in connection  with the statements
or omissions which resulted in such losses, claims,  damages or liabilities,  as
well as any other  relevant  equitable  considerations  and (ii) as between  the
Company on the one hand and the Holder on the other,  in such  proportion  as is
appropriate  to reflect the  relative  fault of the Company and of the Holder in
connection  with the  statements  or  omissions  which  resulted in such losses,
claims,  damages  or  liabilities,  as  well  as any  other  relevant  equitable
considerations.

     9.15 The relative  benefits received by the Company on the one hand and the
Holder,  on the other shall be deemed to be in the same  proportion as the value
received by the Company from the initial issuance of the Registrable  Shares and
Registrable  Warrant Shares by the Company to the Holder pursuant to the License
Agreement  bear to the net  proceeds  received  by the  Holder  from the sale of
Registrable Shares pursuant to the Share Registration  Statement and Registrable
Warrant Shares pursuant to the Warrant Share Registration Statement or the total
underwriting  discounts and commission received by the underwriters as set forth
in the  table on the  cover  page of the  prospectus,  as the  case may be.  The
relative  fault of the Company of the one hand and of the  Holder,  on the other
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or omission or alleged  omission to
state a material fact relates to  information  supplied by the Company or by the
Holder.

     9.16  In no  event  shall  the  obligation  of any  indemnifying  party  to
contribute under this Section 9 exceed the amount that such  indemnifying  party
would  have  been   obligated   to  pay  by  way  of   indemnification   if  the
indemnification provided for under Section 8 hereof had been available under the
circumstances.

<PAGE>
                                       31



ARTICLE 10 - REPORTS UNDER THE EXCHANGE ACT. With a view to making  available to
the Holder the benefits of Rule 144 and any other rule or  regulation of the SEC
that may at any time  permit  the  Holder  to sell the  Registrable  Shares  and
Registrable  Warrant  Shares to the public  without  registration,  the  Company
agrees to (i) to make and keep public information available,  as those terms are
understood and defined in the general instructions to Form S-3, or any successor
or substitute  form, and in Rule 144, (ii) use best efforts to file with the SEC
in a timely  manner all reports and other  documents  required to be filed by an
issuer of securities  registered  under the  Securities Act or the Exchange Act,
(iii) as long as the Holder  owns any Shares or  Warrant  Shares,  to furnish in
writing upon such  Holder's  request a written  statement by the Company that it
has complied with the reporting  requirements  of Rule 144 and of the Securities
Act and the  Exchange  Act,  and to  furnish  to such  Holder a copy of the most
recent  annual or quarterly  report of the Company,  and such other  reports and
documents  so filed by the Company as may be  reasonably  requested  in availing
such Holder of any rule or regulation of the SEC  permitting  the selling of any
such  Shares or Warrant  Shares  without  registration  and (iv)  undertake  any
additional  actions  reasonably  necessary to maintain the  availability  of the
Share Registration Statement and Warrant Share Registration Statement or the use
of Rule 144.

ARTICLE 11 - DEFERRAL.

     11.1  Notwithstanding  anything in this  Agreement to the contrary,  if the
Company  shall  notify  the  Holder  that the  Board  has  made  the good  faith
determination  that the Company proposes to effect an underwritten  financing of
equity securities (an "Underwritten Financing") and the proposed underwriters in
that  financing  have advised the Company that there is a reasonable  likelihood
that  continued  sales of Shares or Warrant  Shares by the  Holder  could have a
detrimental  effect on the terms on which  that  financing  could be  completed,
then,  subject to Section  11.3 below,  the right of the Holder to use the Share
Registration  Statement  and/or  Warrant Share  Registration  Statement (and the
prospectuses  relating  thereto) for  purposes of  effecting  offers or sales of
Registrable Shares and/or  Registrable  Warrant Shares pursuant thereto shall be
suspended for a period (the "Offering  Suspension  Period") of not more than 120
days after  delivery  by the  Company  of the  certificate  referred  to in this
Section 11.1. During the Offering  Suspension Period, the Holder shall not offer
or sell any Registrable  Shares or Registrable  Warrant Shares pursuant to or in
reliance upon a registration statement (or a prospectus relating thereto).

     11.2  Notwithstanding  anything in this  Agreement to the contrary,  if the
Company  shall  notify  the  Holder  that  the  Board  has  made  a  good  faith
determination  that  continued  use by the  Holder  of  the  Share  Registration
Statement  or Warrant  Share  Registration  Statement  for purposes of effecting
offers or sales of  Registrable  Shares or Registrable  Warrant Shares  pursuant
thereto would require,  under the Securities Act,  premature  disclosure in such
registration   statements  (or  prospectuses   relating  thereto)  of  material,
nonpublic  information  concerning the Company, its business or prospects or any
proposed material  transaction  involving the Company,  (ii) that such premature
disclosure would be materially adverse to the Company, its business or prospects
or  any  such  proposed  material  transaction  or  would  make  the  successful
consummation  by the Company of any such  material  transaction  less likely and
(iii) that it is  therefore  essential  to suspend the use by the Holder of such
registration  statements (and the prospectuses relating thereto) for purposes of
effecting  offers or sales of  Registrable  Shares  and/or  Registrable  Warrant
Shares pursuant  thereto,  then the right of the

<PAGE>
                                       32



Holder  to use  such  registration  statements  (and the  prospectuses  relating
thereto) for purposes of effecting offers or sales of Registrable  Shares and/or
Registrable Warrant Shares pursuant thereto shall be suspended for a period (the
"Disclosure  Suspension  Period"  and with the  Offering  Suspension  Period,  a
"Suspension  Period") of not more than 60 days after  delivery by the Company of
the notice  referred to in this Section 11.2.  During the Disclosure  Suspension
Period,  the  Holder  shall  not  offer or sell any  Registrable  Shares  and/or
Registrable  Warrant  Shares  pursuant to or in reliance upon such  registration
statements (or the prospectuses relating thereto).

     11.3 Upon the  occurrence  of any event  contemplated  by Section  11.2 and
immediately upon the expiration of any Disclosure  Suspension Period (as defined
in Section 11.2), the Company shall prepare,  if the occurrence of such event or
period requires such preparation,  a supplement or  post-effective  amendment to
the Share Registration  Statement and/or Warrant Share Registration Statement or
related  prospectuses or any document  incorporated therein by reference or file
any other required  document so that, as thereafter  delivered to the purchasers
of  the  Registrable  Shares  and/or  Registrable   Warrant  Shares  being  sold
thereunder,  such prospectus will not contain an untrue  statement of a material
fact or omit to state any material fact  necessary to make the  statements  made
therein not misleading.

ARTICLE 12 - TRANSFER OF REGISTRATION  RIGHTS.  None of the rights of the Holder
under this Agreement  shall be transferred or assigned to any person unless such
person  agrees  to  become a party  to,  and  bound  by,  all of the  terms  and
conditions of this  Agreement by duly executing and delivering to the Company an
instrument of adherence in the form prescribed by the Company.

ARTICLE 13 - ENTIRE  AGREEMENT.  This  Agreement  constitutes  and  contains the
entire  agreement and  understanding  of the parties with respect to the subject
matter  hereof,  and  it  also  supersedes  any  and  all  prior   negotiations,
correspondence,  agreements or understandings with respect to the subject matter
hereof.

ARTICLE 14 - NO  INCONSISTENT  AGREEMENTS.  The  Company has not, as of the date
hereof,  entered into any agreement which is currently in effect,  nor shall the
Company on or after the date of this  Agreement,  enter into any agreement  with
respect to its securities  that is  inconsistent  with the rights granted to the
Holder in this Agreement or otherwise conflicts with the provisions hereof.

ARTICLE 15 - MISCELLANEOUS.

     15.1 This  Agreement  may not be amended,  modified or  terminated,  and no
rights or  provisions  may be waived,  except  with the  written  consent of the
Holder and the Company; provided that the provisions of Sections 7 and 8 of this
Agreement shall survive any termination hereof.

     15.2 This  Agreement  shall be governed by and  construed  and  enforced in
accordance with the internal and  substantive  laws of the State of Delaware and
without  regard  to any  conflicts  of  laws  concepts  which  would  apply  the
substantive law of some other jurisdiction,  and shall be binding upon and inure
to the  benefit of the  parties  hereto  and their  respective  heirs,  personal
representatives,  successors or assigns,  provided that the terms and conditions
of Section 12 hereof are satisfied.  This  Agreement  shall also be binding upon
and

<PAGE>
                                       33



inure to the benefit of any  transferee  of any of the Shares  provided that the
terms and  conditions  of  Section  12  hereof  are  satisfied.  Notwithstanding
anything in this  Agreement  to the  contrary,  if at any time the Holder  shall
cease to own any Shares or Warrant  Shares,  all of such  Holder's  rights under
this Agreement shall immediately terminate.

     15.3 Any notices, reports or other correspondence (hereinafter collectively
referred to as  "Correspondence")  required or permitted  to be given  hereunder
shall be sent by courier  (overnight or same day) or fax or delivered by hand to
the party to whom such  Correspondence  is  required  or  permitted  to be given
hereunder.  The date of  giving  any  notice  shall  be the  date of its  actual
receipt.

          All Correspondence to the Company shall be addressed as follows:

                Keryx Biopharmaceuticals, Inc.
                7 Hartom Street
                P.O. Box 23706
                Har Hotzvim
                Jerusalem 91236 Israel
                Attn: General Counsel

          All correspondence to the Holder shall be addressed as follows:


                Yissum Research Development Company of the
                    Hebrew University of Jerusalem
                POB 4279
                46 Jabotinsky Street
                Jerusalem, Israel
                Attention: Reuven Ron


     15.4 Any entity may change the address to which  correspondence to it is to
be addressed by notification as provided for herein.

     15.5 The parties  acknowledge  and agree that in the event of any breach of
this  Agreement,  remedies  at law may be  inadequate,  and each of the  parties
hereto shall be entitled to seek specific  performance of the obligations of the
other parties hereto and such appropriate injunctive relief as may be granted by
a court of competent jurisdiction.

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

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

                                         KERYX BIOPHARMACEUTICALS, INC.

                                         By:
                                            ------------------------------------

<PAGE>
                                       34



                                         Name:
                                            ------------------------------------

                                         Title:
                                            ------------------------------------

                                         YISSUM RESEARCH DEVELOPMENT
                                         COMPANY OF THE HEBREW
                                         UNIVERSITY OF JERUSALEM

                                         By:
                                            ------------------------------------

                                         Name:
                                            ------------------------------------

                                         Title:
                                            ------------------------------------