Exhibit
10.2

     

    
      SETTLEMENT
AGREEMENT AND GENERAL RELEASE

    

     

    
      This
Settlement Agreement and General Release (the “Agreement”) is made and entered
into between Keryx
Biopharmaceuticals, Inc. (hereinafter “Keryx”) on the one hand and Alfa Wassermann S.p.A.
(hereinafter “Alfa”) on the other hand (Keryx and Alfa are collectively referred
to as the “Parties”).

      


      WHEREAS, Keryx and Alfa
entered into a License Agreement on November 12, 1998 (the “License Agreement”),
which has been terminated;

      


      WHEREAS, the parties are
engaged in a dispute over issues arising from the License Agreement;
and

      


      WHEREAS, Alfa and Keryx now
desire to compromise and settle any and all remaining claims that were raised or
could have been raised by the Parties with regard to the License Agreement; and
otherwise

      


      NOW THEREFORE, for and in
consideration of the mutual promises and covenants set forth below, the receipt
and sufficiency of which is hereby acknowledged, the undersigned Parties agree
as follows:

      


      Any
capitalized terms herein that are not otherwise defined shall have the meaning
ascribed to them in the License Agreement.

      


      1.           Payment.  Alfa will pay, or
cause to be paid, to Keryx, the total sum of Three Million Five Hundred Thousand
United States Dollars (US$3,500,000.00) (the “Settlement Sum”), with Two Million
Seven Hundred and Fifty Thousand United States Dollars (US$2,750,000.00) of the
Settlement Sum to be paid by wire transfer within five business days of the date
hereof (the “First Payment”), and the remaining Seven Hundred and Fifty Thousand
United States Dollars (US$750,000.00) to be paid on or before the first
anniversary of this Agreement.  Alfa will wire, or caused to be wired,
the payments comprising the Settlement Sum to TD Bank, N.A., using the wire
instructions attached hereto as Exhibit
A.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      2.           Release
by Keryx.  The Keryx
Released Parties (as defined in Section 4, below) hereby knowingly, voluntarily
and irrevocably release and discharge Alfa, as well as all related companies and
entities, including but not limited to parent companies, subsidiaries and
affiliates, together with their respective officers, directors, managers,
shareholders, members, employees, agents, successors, assigns and attorneys (all
of the foregoing being collectively referred to as the “Alfa Released Parties”)
from any and all claims, actions, causes of action, sums of money due,
attorney's fees, suits, debts, covenants, contracts, agreements, torts,
promises, demands or liabilities whatsoever, in law or in equity, whether known
or unknown,  direct or indirect and fixed or contingent which Keryx
ever had, now has, or might in the future have against any of the Alfa Released
Parties which now exist or which may arise in the future, including, but not
limited to, any and all claims arising out of or related to the License
Agreement or the termination thereof. The claims released by the Keryx Released
Parties pursuant to this Agreement include, but are not limited to, any and all
contractual claims, all common law claims, all claims arising under statute,
rule or regulation, all claims for breach of an implied covenant of good faith
and fair dealing, and all claims for the violation of any public policy. Keryx
on behalf of the Keryx Released Parties, covenants and agrees not to file a
lawsuit, initiate any action or assert any such claims against any Alfa Released
Parties.

      
         

        
          
            
            

          

          
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      3.           Transfer
and Assignment by Keryx.  Keryx hereby
contributes, transfers, conveys, assigns and delivers to Alfa and its
successors, assigns, designees and legal representatives, all right, title and
interest of Keryx in and to all data, clinical trial
results and other Intellectual Property Rights relating to the compound known as
Sulodexide (or Sulonex) and the Patent Rights and Know-how licensed to Keryx
under the License Agreement, (the “Assigned Intellectual Property”), the same to
be used and enjoyed by Alfa and for the use and enjoyment of its successors,
assigns, designees and other legal representatives, as fully and entirely as the
same would have been held and enjoyed by Keryx if the License Agreement had not
been terminated.

      
         

      

      Keryx
will cause its agents, representatives and designees to transfer to Alfa copies,
whether paper or electronic, of all documents containing the Assigned
Intellectual Property, including, without limitation, all data and results
generated in clinical trials conducted by or for Keryx with respect to
Sulodexide, and a current copy of  the Investigational New Drug
Application filed by Keryx with the United States Food and Drug Administration
with respect to Sulodexide (the “IND”) no later than 45 days following receipt
of the First Payment to the following location: Alfa Wassermann S.p.A., Viale
Sarca, 223, 20126 Milano, Italy, Attn: Massimo Grilli.  Keryx shall
have the right to retain copies of all documents transferred to Alfa pursuant to
this Agreement, however, such possession shall in no way diminish the rights
granted to Alfa by Keryx hereunder. For the purpose of clarification, the right,
title and interest in and to the IND shall remain with Keryx, but Alfa shall be
permitted to use and reference the IND for any purpose.

       

      
        
          
          

        

        
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      Keryx
will cause its agents, representatives and designees to, from time to time,
without additional compensation, execute and deliver to Alfa such additional
instruments, documents, conveyances or assurances and take such other action as
shall be necessary, or otherwise reasonably requested by Alfa, to confirm and
assure the transfer to Alfa of the rights and obligations provided for in this
Section 3 with respect to the Assigned Intellectual Property, including without
limitation, the assignment of all patents and patent applications included in
the Assigned Intellectual Property.  Notwithstanding the foregoing,
Alfa shall have no direct access to any employees of Keryx pursuant to the terms
of this Agreement.  Keryx shall also use its best efforts to cooperate
with Alfa, at Alfa’s request, to encourage the principal investigators that
conducted Keryx’s clinical trials on Sulodexide to make themselves available for
discussion with Alfa, however, Alfa acknowledges that such investigators are not
employees of Keryx and their cooperation cannot be guaranteed by
Keryx.

      


      Keryx
does not warrant that it is the owner of the Assigned Intellectual
Property.  Further, Keryx expressly disclaims any warranties, whether
express or implied, oral or written, as to the merchantability or fitness of the
Assigned Intellectual Property for any particular purpose.

       

      Keryx
represents and warrants that it has not assigned, transferred or encumbered, or
purported to assign, transfer or encumber, voluntarily or involuntarily, to any
person or entity which is not a Party to this Agreement, all or any portion of
the Assigned Intellectual Property, and to the best of Keryx’s knowledge, no
individual or entity has assigned, transferred or encumbered, or purported to
assign, transfer or encumber, all or any portion of the Assigned Intellectual
Property.

       

      
        
          
          

        

        
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      For
purposes of this Agreement, “Intellectual Property Rights” shall mean any and
all of the following in any jurisdiction throughout the world: (a) patents,
patent applications, and patent disclosures, and any and all continuations,
continuations-in-part, requests for continued examinations, continued
prosecution applications, divisionals, reissues, reexaminations, substitutions,
extensions, renewals and foreign counterpart patents and patent applications of
any of the foregoing, and any other patent or patent application claiming
priority to any of the foregoing and all inventions, whether or not patentable
and whether or not reduced to practice; (b) works of authorship, copyright
rights related thereto, industrial designs and industrial models, and all
applications, registrations, and renewals in connection
therewith;  (c) trade secrets, know-how and confidential information
(including, without limitation, ideas, research and development, formulas,
compositions, manufacturing and production processes and techniques, technical
data, designs, drawings, specifications, customer and supplier lists, pricing
and cost information, and business and marketing plans, proposals, and methods);
and (d) all rights pertaining to any of the foregoing.

      


      Keryx
shall treat any and all information that remains in its possession or control
regarding the Assignment Intellectual Property as strictly confidential and
proprietary to Alfa, and may not use such information for any purpose or
disclose it to any third party; provided, however, that the foregoing
restrictions on disclosure of information shall not apply to information that
(i) was in the public domain as of the date of this Settlement Agreement, (ii)
comes into the public domain subsequent to the date of this Settlement Agreement
though no fault of Keryx or (iii) Keryx is legally required to disclose,
provided that (A) prior to making such disclosure Keryx shall give Alfa written
notice that it is subject to such legally compelled disclosure at least 20 days
in advance of making the disclosure (to the extent it is legally permissible to
do so), (B) Keryx shall limit the information it discloses to the minimum
information that Keryx’s legal counsel determines must be provided in order for
Keryx to fulfill its legal obligations and (C) Keryx will, if so requested by
Alfa, cooperate with Alfa’s efforts to obtain a protective order or similar
confidential treatment for the information in issue, at Alfa’s
expense.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      4.           Release
by Alfa.  The Alfa Released
Parties hereby release and discharge Keryx, as well as all related companies and
entities, including but not limited to parent companies, subsidiaries and
affiliates, together with their respective officers, directors, shareholders,
employees, agents, successors, assigns and attorneys (all of the foregoing being
collectively referred to as the “Keryx Released Parties”) from any and all
claims, actions, causes of action, sums of money due, attorney's fees, suits,
debts, covenants, contracts, agreements, torts, promises, demands or liabilities
whatsoever, in law or in equity, whether known or unknown, direct or indirect
and fixed or contingent which Alfa ever had, now has, or might in the future
have against any Keryx Released Party which now exist or which may arise in the
future, including, but not limited to, claims arising out of or related to the
License Agreement or the termination thereof. The claims released
by  the Alfa Released Parties pursuant to this Agreement include, but
are not limited to, any and all contractual claims, all common law claims, all
claims arising under statute, rule or regulation, all claims for breach of an
implied covenant of good faith and fair dealing, and all claims for the
violation of any public policy. Alfa, on behalf of the Alfa Released Parties,
covenants and agrees not to file a lawsuit, initiate any action or assert any
such claims against any Keryx Released Parties.

       

      
        
          
          

        

        
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      5.           No
Admission of Liability.  The Parties each understand and agree
that the execution and performance of this Agreement is not an admission of any liability on
the part of Alfa or Keryx and that each Party denies liability to the
other.  This Agreement is for the purposes of the settlement and
compromise of disputed claims.

      


      6.           Entire
Agreement.  Except with
regard to matters set forth in that certain Deed of Settlement relating to a
Damages Claim in Case No. WIPO A221106, dated November 3, 2008, this Agreement
supersedes any and all prior negotiations or agreements between the Parties
relating to a compromise regarding  their dispute with respect to the
License Agreement and otherwise represents the entire agreement between the
Parties with respect to the compromise of the dispute regarding the License
Agreement and otherwise.  The Parties hereby acknowledge and agree
that there have been no promises, offers, agreements, understandings or
inducements which have led to the execution of this Agreement other than as
stated herein.

      


      7.           No
Assignment.  Each
Party represents and warrants that such party is the sole and lawful owner of
all right, title and interest in and to every claim or other matter which each
such party purports to release herein, and that such party has full power to
enter into this Agreement and has not assigned, transferred or encumbered, or
purported to assign, transfer or encumber, voluntarily or involuntarily, to any
person or entity which is not a party to this Agreement, all or any portion of
the claims, obligations or rights covered by this Agreement.

      


      8.           No
Presumption Against Drafter.  This Agreement
has been drafted through a cooperative effort of both Parties, and neither Party
shall be considered the drafter of this Agreement so as to give rise to any
presumption or convention regarding construction of this document.

       

      
        
          
          

        

        
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      9.           Successors
and Assigns.  The Parties'
respective rights under this Agreement shall inure to the benefit of their
successors, assigns, heirs and transferees.

      


      10.           Titles.  The Parties
acknowledge and agree that the titles contained in this Agreement are for
informational purposes only and are not to be considered in interpreting or
applying the terms of this Agreement.

      


      11.           Severability.  If any provision
hereof is unenforceable or is held to be unenforceable, such provision shall be
fully severable, and this Agreement and its terms shall be construed and
enforced as if such unenforceable provision had never comprised a part
hereof.  Under such circumstances, the remaining provisions hereof
shall remain in full force and effect, and the court construing the
unenforceable provision shall add to this Agreement and make a part hereof, in
lieu of the unenforceable provision, a provision as similar in terms and effect
to such unenforceable provision as may be enforceable.

      


      12.           All
Necessary Steps.  The Parties
acknowledge and agree to take all necessary steps, including the execution of
documents, to carry through and complete the exchange of consideration described
in this Agreement.

      


      13.           Execution.  This
Agreement may be executed in counterparts, including by signature transmitted by
facsimile, pdf, or email.  Each counterpart when so executed shall be
deemed to be an original, and all such counterparts together shall constitute
the same instrument.

       

      
        
          
          

        

        
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      14.           Choice of
Law.  This Agreement
shall be interpreted and enforced in accordance with the laws of the State of
New York without giving effect to the principles of conflicts of
law.

      


      15.           Amendments.
No amendment or supplement to this Agreement shall be effective unless in a
written instrument executed by an authorized officer of each party.

      


      16.           Waivers.  No
waiver by either party of any of their rights under this Agreement shall be
effective unless in a written instrument executed by an authorized officer of
such party.

      


      17.           Press
Release. Alfa understands that Keryx will be required to issue a press
release regarding this Agreement. Prior to issuing such press release, Keryx
shall provide a draft to Alfa and will make such modifications thereto as Alfa
may reasonably request.

      


      18.           Expenses.
Each party shall bear its respective expenses incurred in connection with the
preparation, execution and performance of this Agreement.

      


      [Signatures
on following page]

       

      
        
          
          

        

        
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                                      KERYX
      BIOPHARMACEUTICALS, INC.

                                    	 	 	 ALFA WASSERMANN S.p.A.	 
	
                                       

                                       

                                      
                                        /s/
      Ron Bentsur

                                      

                                    	 	 	
                                       

                                       

                                      /s/
      Andrea Golinelli

                                    	 
	
                                      Ron
      Bentsur

                                    	 	 	
                                      Andrea
      Golinelli

                                    	 
	
                                      Chief
      Executive Officer

                                    	 	 	
                                      Chief
      Operating Officer, International Operations    

                                    	 
	 	 	 	 	 
	Date:	  July 29,
      2009	 	 	Date:	 July 30, 2009	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
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