Exhibit 10.30

                              EMPLOYMENT AGREEMENT


     This  Agreement,  dated  October 15, 2001 (the  "Effective  Date"),  by and
between Keryx Biopharmaceuticals,  Inc. ("Keryx"), a Delaware corporation having
an address  at 5 Kiryat  Mada,  Jerusalem,  Israel  91236,  and Rony  Seger,  an
individual residing at ___________________, Israel (the "CSO")

     WHEREAS,  Keryx desires to employ the CSO as the Chief  Scientific  Officer
("CSO") of Keryx and the CSO  desires to be  employed  by Keryx as CSO of Keryx,
all pursuant to the terms and conditions hereinafter set forth;

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

1.   EMPLOYMENT DUTIES

     (a)  Keryx  hereby  engages  and  employs  the  CSO,  and the  CSO  accepts
engagement and employment,  as the CSO of Keryx,  to direct,  supervise and have
responsibilities  for the scientific  and research  affairs of Keryx and for any
other  appropriate  areas and tasks which the Chief Executive Officer may assign
to him. The CSO  acknowledges  and agrees that the performance by the CSO of his
duties hereunder may require  significant  domestic and international  travel by
the CSO.  In  addition,  the CSO  realizes  that he may be  required  to spend a
substantial amount of time in Jerusalem, Israel.

     (b) The CSO  shall  devote  substantially  all of his  gainful  time to the
discharge of his duties and responsibilities under this Agreement.

     (c) Keryx shall not require the CSO to act on its behalf in any manner that
would represent a conflict  between the interests of Keryx, on one hand, and the
Weizmann Institute, on the other hand. Such acts which the CSO shall not perform
shall  include,  but not be limited to, the  carrying  out of research for Keryx
that overlaps or continues research he has carried out at the Weizmann Institute
as of the date of this Agreement,  as set forth in Appendix A to this Agreement;
the evaluation of technology  belonging to the Weizmann  Institute that Keryx is
interested in licensing;  and conducting negotiations on Keryx's behalf with the
Weizmann  Institute  in  connection  with  technology  belonging to the Weizmann
Institute that Keryx is interested in licensing.

2.   TERM

     This  Agreement  shall take effect from the Effective Date and shall remain
in effect unless it is earlier terminated as hereinafter provided.

3.   COMPENSATION

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

          (i) Upon the next meeting of the Corporation's Board of Directors, the
     Corporation   will  grant  (the  "Initial  Grant")  the  CSO  options  (the
     "Options") to purchase 75,000 shares of the Common Stock of the Corporation
     at an exercise  price  equal to the closing  price per share of the Keryx's
     stock on Nasdaq on the last trading day preceding  the Effective  Date (the
     "Exercise  Price"),  which options shall be exercisable  for a period of 10
     years  from the date of  issuance.  Should any change be made to the Common
     Stock by reason  of any  stock  split,  stock  dividend,  recapitalization,
     combination  of shares,  exchange of shares or other change  affecting  the
     outstanding  Common Stock as a class without the  Corporation's  receipt of
     consideration,  appropriate  adjustments  shall  be made  to (i) the  total
     number  and/or  class of  securities  subject to such  options and (ii) the
     Exercise  Price in order to  reflect  such  change and  thereby  preclude a
     dilution or enlargement under such options.

          (ii) The Options shall vest as follows:  one-sixth six months from the
     date of grant;  one-sixth  twelve months from the date of grant;  one-sixth
     eighteen months from the date of grant;  one-sixth  twenty four months from
     the date of grant;  one-sixth  thirty  months  from the date of grant;  and
     one-sixth thirty six months from the date of grant;  but immediate  vesting
     shall occur upon a change of control of the  Corporation  as  described  in
     paragraph 8 (iii)(C), below; provided that in all


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     cases the CSO is a Service  Provider,  as defined in the 2000 Stock  Option
     Plan, of the Corporation or one of its subsidiaries at the time of vesting.

          (iii) At the  discretion of the Board of  Directors,  the CSO shall be
     entitled to an annual grant of subsequent stock options each of which shall
     have the same  antidilution  protection as described in Section 3 paragraph
     (a)(i) above.

          (iv) All option  grants made to the CSO shall be governed by the terms
     and conditions of Keryx's 2000 Stock Option Plan.

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

     (c) Keryx and the CSO shall  execute an  agreement  that  provides  for the
indemnification  of the Company's  officers and  directors.  In addition,  Keryx
shall  maintain  an  appropriate  level  of  Directors  and  Officers  Liability
coverage, which coverage shall include the CSO.

     (d)  Subject  to  Section  10(c)  below,  the CSO  must be an  employee  or
consultant  of  Keryx at the time any  options  vests in order to  receive  such
compensation.  In addition,  no options shall vest after the termination of this
Agreement or other agreement between Keryx and the CSO.

4.   REPRESENTATIONS AND WARRANTIES

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

          (i) Neither the execution and delivery of this Agreement nor the
     performance by the CSO of his duties and other obligations hereunder
     violate any statute, law, determination or award, or conflict with or
     constitute a default under (whether immediately, upon the giving of notice
     or lapse of time or both) any prior employment agreement, contract, or
     other instrument to which the CSO is a party or by which he is bound.
     (ii) The CSO has the full right, power and legal capacity to enter and
     deliver this Agreement and to perform his duties and other obligations
     hereunder. This Agreement constitutes the legal, valid and binding
     obligation of the CSO enforceable against him in accordance with its terms.
     No approvals or consents of any persons or entities are required for the
     CSO to execute and deliver this Agreement or perform his duties and other
     obligations hereunder.

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

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

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

          (iii)  The  execution,  delivery  and  performance  by  Keryx  of this
     Agreement  does not conflict  with or result in a breach or violation of or
     constitute  a default  under  (whether  immediately,  or upon the giving of
     notice  or lapse of time or  both)  the  certificate  of  incorporation  or
     by-laws of Keryx,  or any agreement or instrument to which Keryx is a party
     or by which Keryx or any of its properties may be bound or affected.

5.   CONFIDENTIAL INFORMATION

     The CSO agrees  that  during the course of his  employment  and at any time
thereafter,  he will  not  disclose  or make  accessible  to any  other  person,
including,  but not  limited to, the  Weizmann  Institute  of  Science,  Keryx's
products, services and technology, both current and under development, promotion
and  marketing  programs,  lists,  trade  secrets  and  other  confidential  and
proprietary  business  information  of Keryx or of any third party  confidential
information  provided  to Keryx,  provided  that


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<PAGE>


the CSO shall be entitled and required to furnish Yeda Research and  Development
Co. Ltd.  ("Yeda")  all of the details and  specifications  relevant to s patent
applications filed by Keryx or any of its affiliates on which he is listed as an
inventor  pursuant to article 7(f)  hereunder,  provided  that prior to any such
disclosure to Yeda,  Yeda shall have executed a  confidentiality  agreement with
Keryx in a form  agreeable  to Keryx.  The CSO  agrees:  (i) not to use any such
information  for  himself or others;  (ii) and not to take any such  material or
reproductions  thereof from Keryx's facilities at any time during his employment
by Keryx,  except as required in the  performance of his duties.  The CSO agrees
immediately to return all such material and  reproductions  in his possession to
Keryx upon request and in any event upon  termination of employment.  Nothing in
the foregoing shall be construed to prevent the CSO from disclosing or using any
information  which the CSO can show by written  documentation  was in the public
domain or enters into the public  domain  through no  improper  act on the CSO's
part or on the part of any of Keryx's  employees or was in his possession  prior
to his  joining  Keryx or  disclosed  to the CSO  after  he has left  Keryx on a
non-confidential basis by a person authorized to do so.

6.   NON-COMPETITION

     (a) The CSO  understands  and  recognizes  that his  services  to Keryx are
special and unique and agrees that, during the term of this Agreement, and for a
period of 12 months from the date of termination of his employment hereunder, he
shall not in any  manner,  directly or  indirectly,  on behalf of himself or any
person, firm, partnership,  joint venture,  corporation or other business entity
("Person"),  enter  into or engage in any  business  directly  competitive  with
Keryx's business,  either as an individual for his own account, or as a partner,
joint  venturer,  CSO,  agent,  consultant,  salesperson,  officer,  director or
shareholder  of a Person  operating or intending to operate within the area that
Keryx is, at the date of termination,  conducting its business (the  "Restricted
Businesses");  provided, however, that nothing herein will preclude the CSO from
holding one percent (1%) or less of the stock of any publicly  traded company or
from holding a position with a Person who does not engage in a business directly
competitive  with  the  Restrictive  Businesses  so long as the CSO  works  in a
division  of such  Person  which  carries on a bona fide  business  which is not
directly  competitive  with the  Restricted  Businesses  or from  conducting  or
supervising the performance of research at the Weizmann Institute of Science not
directly competitive with the Restricted Business.

     (b) For a period of 12 months after the termination of this Agreement,  the
CSO shall not interfere with or disrupt or attempt to disrupt  Keryx's  business
relationship with any of its partners, customers or suppliers.

     (c) During the term of this Agreement,  and for 12 months  thereafter,  the
CSO shall not,  directly or  indirectly,  without the prior  written  consent of
Keryx:

          (i) solicit or induce any employee of Keryx or any  Affiliate to leave
     the employ of Keryx or any  Affiliate  or hire for any purpose any employee
     of Keryx or any  Affiliate or any employee who has left the  employment  of
     Keryx  or any  Affiliate  within  six  months  of the  termination  of said
     employee's employment with Keryx; or

          (ii) solicit or accept  employment or be retained by any party who, at
     any time  during  the Term,  was a  customer  or  supplier  of Keryx or any
     Affiliate where his position will be related to the business of Keryx; or

          (iii)  solicit or accept the  business of any  customer or supplier of
     Keryx or any Affiliate  with respect to products  similar to those supplied
     by Keryx.

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

7.   PROPRIETARY INFORMATION AND INVENTIONS

     (a) Except as set forth below in subparagraph  (f), the CSO agrees that all
information  that has been  created,  discovered  or  developed  by  Keryx,  its
subsidiaries, affiliates, successors or assigns (collectively, the "Affiliates")
(including,  without  limitation,  information  relating to the


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<PAGE>


development of Keryx's business created, discovered,  developed or made known to
Keryx or the Affiliates by the CSO during the Term and  information  relating to
Keryx's  customers,  suppliers,  consultants,  and  licensees)  and/or  in which
property  rights  have  been  assigned  or  otherwise  conveyed  to Keryx or the
Affiliates,  shall  be,  the  sole  property  of  Keryx  or the  Affiliates,  as
applicable,  and Keryx or the Affiliates,  as the case may be, shall be the sole
owner of all  patents,  copyrights  and other  rights in  connection  therewith,
including  but not  limited  to the  right  to make  application  for  statutory
protection.   All  of  the  aforementioned  information  is  hereinafter  called
"Proprietary   Information."  By  way  of  illustration,   but  not  limitation,
Proprietary   Information  includes  trade  secrets,   processes,   discoveries,
structures,  inventions,  designs,  ideas,  works of  authorship,  copyrightable
works, trademarks, copyrights, formulas, data, know-how, show-how, improvements,
inventions,  product concepts,  techniques,  information or statistics contained
in,  or  relating  to,  marketing  plans,  strategies,   forecasts,  blueprints,
sketches,   records,   notes,   devices,   drawings,   customer  lists,   patent
applications, continuation applications, continuation-in-part applications, file
wrapper  continuation  applications and divisional  applications and information
about  Keryx's  or the  Affiliates'  employees  and/or  consultants  (including,
without limitation, the compensation,  job responsibility and job performance of
such employees and/or consultants).

     (b) The CSO  further  agrees  that at all times,  both  during the Term and
after the  termination of this  Agreement,  he will keep in confidence and trust
all  Proprietary  Information,  and he will not use or disclose any  Proprietary
Information or anything  directly  relating to it without the written consent of
Keryx or the  Affiliates,  as  appropriate,  except as may be  necessary  in the
ordinary course of performing his duties  hereunder.  The CSO acknowledges  that
the Proprietary Information constitutes a unique and valuable asset of Keryx and
each  Affiliate  acquired  at  great  time and  expense,  which  is  secret  and
confidential and which will be communicated to the CSO, if at all, in confidence
in the  course  of his  performance  of  his  duties  hereunder,  and  that  any
disclosure or other use of the Proprietary  Information  other than for the sole
benefit of Keryx or the Affiliates would be wrongful and could cause irreparable
harm to Keryx or the Affiliates, as the case may be.

     (c) The CSO  declares  that he is aware that  anything  that is done by him
during the term of this Agreement in Keryx or in connection with Keryx,  whether
it be an invention,  a discovery,  or the development of an idea or a thing, all
within  the  framework  of  Keryx's  business,  except  as set  forth  below  in
subparagraph  (f), shall belong to and be controlled by Keryx,  unless the Board
of  Directors  shall,  in  writing,  direct  otherwise.  During the term of this
Agreement,  the CSO  agrees  that he will  promptly  disclose  to Keryx,  or any
persons designated by Keryx, all improvements, inventions, designs, ideas, works
of authorship,  copyrightable works, discoveries,  trademarks, copyrights, trade
secrets, formulas,  processes,  structures,  product concepts,  marketing plans,
strategies,  customer  lists,  information  about  Keryx's  or  the  Affiliates'
employees and/or consultants (including,  without limitation, job performance of
such employees and/or consultants),  techniques,  blueprints, sketches, records,
notes,  devices,  drawings,  know-how,  data, whether or not patentable,  patent
applications, continuation applications, continuation-in-part applications, file
wrapper continuation applications and divisional applications, made or conceived
or reduced to practice or learned by him,  either  alone or jointly with others,
during the term of this Agreement (all said improvements,  inventions,  designs,
ideas,  works  of  authorship,  copyrightable  works,  discoveries,  trademarks,
copyrights, trade secrets, formulas,  processes,  structures,  product concepts,
marketing plans,  strategies,  customer lists,  information about Keryx's or the
Affiliates'  employees and/or  consultants,  techniques,  blueprints,  sketches,
records,  notes,  devices,   drawings,   know-how,  data,  patent  applications,
continuation  applications,   continuation-in-part  applications,  file  wrapper
continuation  applications  and divisional  applications  shall be  collectively
hereinafter called "Inventions").

     (d) The CSO agrees that, except as set forth below in subparagraph (f), all
Inventions  shall be the sole property of Keryx to the maximum extent  permitted
by  applicable  law and to the extent  permitted by law shall be "works made for
hire" as that term is  defined  in the  United  States  Copyright  Act (17 USCA,
Section 101).  Except as set forth below in subparagraph (f), Keryx shall be the
sole  owner  of  all  patents,   copyrights,  trade  secret  rights,  and  other
intellectual  property or other rights in  connection  therewith.  Except as set
forth  below in  subparagraph  (f),  the CSO hereby  assigns to Keryx all right,
title and  interest  he may have or acquire in all  Inventions.  The CSO further
agrees to assist  Keryx in every  proper way (but at Keryx's  expense) to obtain
and from  time to time  enforce  patents,  copyrights  or other  rights  on said
Inventions  in any and all  countries,  and to that end the CSO will execute all
documents necessary:

          (i) to apply for,  obtain and vest in the name of Keryx alone  (unless
     Keryx otherwise  directs and except as set forth below in subparagraph (f))
     letters patent, copyrights or other


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<PAGE>


analogous protection in any country throughout the world and when so obtained or
vested to renew and restore the same; and

          (ii)  to  defend  any  opposition   proceedings  in  respect  of  such
     applications  and any opposition  proceedings or petitions or  applications
     for  revocation  of such  letters  patent,  copyright  or  other  analogous
     protection.

     (e) The CSO's obligation to assist Keryx in obtaining and enforcing patents
and copyrights for the Inventions in any and all countries shall continue beyond
the term of this Agreement, but Keryx agrees to compensate the CSO at his normal
and usual  rate  after the  expiration  of the term of this  Agreement  for time
actually spent by the CSO at Keryx's request on such assistance.

     (f) Notwithstanding the foregoing,  Keryx acknowledges that because the CSO
shall continue to be a tenured employee of the Weizmann Institute of Science (on
a sabbatical leave of absence) during the term of this Agreement, the provisions
set forth in the agreement between Keryx and Yeda, a copy of which is annexed to
this Agreement as Appendix B, shall be applicable to patentable  inventions made
by him during his employment by Keryx.

8.   TERMINATION

     This CSO's employment hereunder shall begin on the Effective Date and shall
continue for the period set forth in Section 2 hereof unless  sooner  terminated
upon the first to occur of the following events:

     (a)  (i) the death of the CSO; or

          (ii) the CSO's  inability  to  perform  his  duties  pursuant  to this
     Agreement for more than three (3) months.

     (b)  Termination by Keryx for just cause.  Any of the following  actions by
the CSO shall constitute just cause:

          (i)  Material  breach  by  the  CSO  of  Sections  5,  6 or 7 of  this
     Agreement;

          (ii)  Material  breach by the CSO of any  provision of this  Agreement
     other than Sections 5, 6 or 7, which is not cured by the CSO within 15 days
     of notice from Keryx;

          (iii) The habitual  neglect or gross  failure by the CSO to adequately
     perform the duties of his position;

          (iv) Any act of moral  turpitude or criminal  action  connected to his
     employment with Keryx or his place of employment; or

          (v) The  CSO's  refusal  to  comply  with or his  violation  of lawful
     instructions of the Chief Executive Officer or the Board of Directors.

     (c) Termination without cause.  Notwithstanding anything in this Agreement,
either party may  terminate  the CSO's  employment  without cause upon three (3)
months prior notice.

9.   NOTICES

     Any notice or other  communication under this Agreement shall be in writing
and shall be  deemed  to have been  given:  when  delivered  personally  against
receipt  thereof;  one (1) business  day after being sent by Federal  Express or
similar  overnight  delivery;  or three (3)  business  days after  being  mailed
registered or certified mail,  postage  prepaid,  return receipt  requested,  to
either  party at the address set forth above,  or to such other  address as such
party shall give by notice hereunder to the other party.

10.  SEVERABILITY OF PROVISIONS

     If any  provision  of this  Agreement  shall  be  declared  by a  court  of
competent jurisdiction to be invalid,  illegal or incapable of being enforced in
whole or in part, the remaining  conditions  and


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<PAGE>


provisions  or  portions  thereof  shall  nevertheless  remain in full force and
effect and enforceable to the extent they are valid, legal and enforceable,  and
no  provision  shall be deemed  dependent  upon any other  covenant or provision
unless so expressed herein.

11.  ENTIRE AGREEMENT; MODIFICATION

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

12.  BINDING EFFECT

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

13.  NON-WAIVER

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

14.  GOVERNING LAW

          (a) This Agreement shall be governed by, and construed and interpreted
in accordance with, the laws of the Commonwealth of Massachusetts without regard
to  principles  of conflicts of law. Any  litigation  commenced  pursuant to the
terms of the  Agreement  shall only be  prosecuted  and defended in the city and
county of Boston. Additionally,  the prevailing party in any litigation shall be
entitled to an additional award of the recoupment of its attorney fees, cost and
expenses.  Notwithstanding  the foregoing,  all conflicts relating to or arising
from subparagraph 7(f), above, shall be settled as set forth in Appendix B.

17.  REMEDIES FOR BREACH

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

18.  HEADINGS

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

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

                                            EMPLOYEE:


                                            By: /s/ Rony Seger
                                               ----------------------------
                                            Name:   Rony Seger

                                            KERYX BIOPHARMACEUTICALS, INC.


                                            By: /s/ Ira Weinstein
                                               ----------------------------
                                            Name:   Ira Weinstein
                                            Title:  Chief Operating Officer


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<PAGE>


                                   Appendix A

                                 Seger Research

The following  describes the research  that has been  conducted  and/or is being
conducted  by Dr.  Seger  at the  Weizmann  Institute  as of the  date  of  this
Agreement:



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<PAGE>



                                   Appendix B

  Intellectual Property Agreement with Yeda Research and Development Co., Ltd.


                                    AGREEMENT

This Agreement,  dated _____, 2001 (the "Effective  Date"), by and between Keryx
Biopharmaceuticals,  Inc. ("Keryx"), a Delaware corporation having an address at
5 Kiryat Mada, Jerusalem,  Israel 91236, Yeda Research and Development Co. Ltd.,
an Israeli  company  having an address at  ____________________________________,
and Rony Seger, an individual residing at ___________________, Israel ("Seger").

WHEREAS Keryx  intends to employ Seger as its Chief  Scientific  Officer  during
Seger's sabbatical from the Weizmann Institute of Science;

WHEREAS Seger will continue to be a tenured  employee of the Weizmann  Institute
of Science during his employment by Keryx; and

WHEREAS in light of Seger's  employment by both Keryx and the Weizmann Institute
of Science, the parties desire to set certain guidelines and procedures by which
the  ownership of certain  intellectual  property  developed by Seger during his
employment by Keryx shall be determined;

IT IS HEREBY AGREED by and between the parties:

     1.   In  the  event  that  Seger  is  listed  as an  inventor  on a  patent
          application to be filed by Keryx or an affiliated company, Keryx shall
          so notify Yeda.  In such a case,  Keryx shall provide Yeda with a copy
          of the patent application and other appropriate information related to
          the invention  disclosed in such patent  application at the time Keryx
          makes the decision to file such patent application.

     2.   Keryx and Yeda, acting together amicably and in good faith, shall make
          the  determination  of whether  Seger's  contribution to the invention
          disclosed in the patent  application is significant.  It is understood
          and agreed that Seger's  appearance on a patent  application as one of
          the  inventors  shall not, in and of itself,  be evidence that Seger's
          contribution is significant within the meaning of this clause.

     3.   Should Keryx and Yeda determine that Seger's part in any Invention was
          significant,  they shall also  determine  the relative  portion of the
          patentable  invention  attributable to the efforts and inventorship of
          Seger (the  "Relevant  Portion").  Keryx and Seger  shall take all the
          necessary  steps to assign to Yeda all right and title to the Relevant
          Portion.

     4.   At the same  time,  Yeda and Keryx  shall  negotiate  in good faith an
          agreement  whereby  Yeda shall  grant  Keryx an  exclusive,  worldwide
          license to the Relevant  Portion under terms that Yeda can demonstrate
          are similar in nature to Yeda's customary license agreements in return
          for the payment by Keryx of  royalties  on net sales and  sublicensing
          receipts) received by Keryx and/or an affiliated company in connection
          with the sale or sublicense of a patentable  invention  containing the
          Relevant Portion (the "Yeda  Royalties").  The Yeda Royalties shall be
          proportional to the part the Relevant Portion represents of the entire
          relevant  patentable  invention.  Furthermore,  the  rate of the  Yeda
          Royalties  shall be set at no more than  one-half of the rate Yeda can
          demonstrate  it  customarily  receives  for the  exclusive  license of
          inventions  similar in nature to the patentable  invention  containing
          the Relevant Portion.  The parties shall devise a mutually  acceptable
          means by which  Yeda can  demonstrate  to Keryx  the  customary  terms
          and/or royalty rates of its other license  agreements  without causing
          Yeda to breach obligations of confidentiality it may have to its other
          licensing partners.

     5.   Any license granted to Keryx by Yeda to a Relevant Portion shall be in
          force as long as Keryx pays the relevant  royalties  and complies with
          whatever other reasonable obligations are negotiated between Keryx and
          Yeda.

     6.   Prior  to  Keryx's  disclosure  to Yeda  of  information  pursuant  to
          paragraph  1,  above,   Yeda  must  have  executed  a  confidentiality
          agreement with Keryx in a form agreeable to Keryx.


                                      -8-
<PAGE>


     7.   Any  disagreement or dispute among the parties  relating to or arising
          from this Agreement,  which cannot be promptly resolved on an amicable
          basis,  shall be resolved by  arbitration.  The  arbitration  shall be
          conducted  in  accordance  with  the  Israel  Arbitration  Law -  1968
          provided,  however,  that,  if  such  law  is  inconsistent  with  the
          provisions of this paragraph, the provisions hereof shall prevail. The
          arbitration  shall be before a single  Arbitrator  chosen by the Chief
          Executive  Officer of Keryx and the  ____________  of Yeda  within ten
          (10) days of notice being given by one of the parties that arbitration
          is  desired.  If they  are  unable  to agree  on the  selection  of an
          Arbitrator,  _________ shall be appointed to conduct the  arbitration.
          The Arbitrator shall be bound by Israeli substantive law but shall not
          be  bound  by  any  judicial  rules  of  evidence  or  procedure.  The
          Arbitrator's  decision  shall be detailed and in writing and his award
          shall  be  final  and  binding  upon the  parties.  Judgment  upon the
          arbitral award may be entered by any court of competent  jurisdiction,
          including the District  Court of  Jerusalem,  to the  jurisdiction  of
          which the  parties  hereby  submit.  Unless the  Arbitrator  otherwise
          determines,  the parties  shall bear  equally the fees and expenses of
          the Arbitrator. Each of the


                                      -9-
<PAGE>


          parties   shall  bear  its  own  expenses  in   connection   with  the
          arbitration, but in the event that court proceedings are instituted in
          connection  with this Agreement or in connection  with any arbitration
          hereunder,  the party prevailing in such proceedings shall be entitled
          to recover its reasonable attorneys' fees and expenses.

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

KERYX BIOPHARMACEUTICALS, INC.             YEDA RESEARCH & DEVELOPMENT CO., LTD.



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

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


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


RONY SEGER


------------------------------


                                      -10-