EXHIBIT
      10.2


    ASSIGNMENT
      AND ASSUMPTION AGREEMENT 

    


    


    This
      ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment”),
      dated
      as of October 25, 2006, by and among Keryx Biopharmaceuticals, Inc., a Delaware
      corporation (the “Assignor”)
      and
      AOI Pharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary
      of
      Assignor (the “Assignee”).

    


    WITNESSETH

    


    WHEREAS,
      the
      Assignor entered into a License Agreement (the “Agreement”)
      on
      September 29, 2006 with Kyowa Hakko Kogyo Co., Ltd. (“Kyowa”), a corporation
      formed under the laws of Japan, regarding the compound UCN-01 (capitalized
      terms
      used but not defined herein shall have the meanings ascribed to them in the
      Agreement); 

    


    WHEREAS,
      Section
      25 of the Agreement specifies that the Agreement may not be assigned to a “Third
      Party” by either “Party” without the other “Party’s” prior written consent
      thereto; 

    


    WHEREAS,
      Section
      1.46 of the Agreement provides that a “Third Party” shall not include any
      Affiliate of Assignor or Kyowa; 

    


    WHEREAS,
      Section
      1.1 of the Agreement provides that an “Affiliate” of the Assignor shall mean any
      business entity which controls, is controlled by, or is under common control
      with Assignor, where a corporation or non-corporate business entity shall be
      regarded as in control of another corporation if it owns or directly or
      indirectly controls more than fifty percent (50%) of the voting stock of the
      other corporation; 

    


    WHEREAS,
      Assignee is an Affiliate of Assignor; 

    


    WHEREAS,
      Assignor intends to assign and transfer all rights, benefits, privileges, and
      claims, as well as obligations, duties, and responsibilities pursuant to the
      Agreement (the Assigned
      Rights and Obligations”)
      to the
      Assignee;

    


    WHEREAS,
      the
      Assignee desires, on the terms set forth herein, to assume all of the Assigned
      Rights and Obligations.

    


    NOW,
      THEREFORE BE IT RESOLVED,
      that the
      Assignor and the Assignee agree as follows:

    


    
      	1.  	
              Assignment
                and Assumption.
                

            


    

    


    
      	(a)  	
              Assignor
                hereby assigns to Assignee all of the Assigned Rights and Obligations,
                and
                Assignee hereby assumes all of the Assigned Rights and
                Obligations.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              Assignee
                assumes, and agrees to pay and perform, all unperformed obligations
                of
                Assignor with respect to the Assigned Rights and Obligations, and
                agrees
                to be bound by the provisions of the Agreement, as if it were an
                original
                signatory thereto, and Assignor shall have no further obligations
                under
                the Agreement.

            


    

    


    
      	2.  	
              Binding
                Effect; Successors and Assigns.
                The provisions of this Assignment shall be binding upon and inure
                to the
                benefit of the parties hereto and their respective successors and
                permitted assigns as set forth in the next sentence. This Assignment
                may
                not be assigned by any party hereto without the prior written consent
                of
                each of the other parties hereto.

            


    

    


    
      	3.  	
              Amendment;
                Waiver.
                This Assignment may be amended only by a written instrument signed
                by all
                the parties hereto. No waiver by any party hereto of any provision
                hereof
                shall be effective unless set forth in a writing executed by the
                party so
                waiving.

            


    

    


    
      	4.  	
              Governing
                Law.
                This Assignment shall be governed by and construed in accordance
                with the
                laws of the State of New York (without regard to conflict of law
                principles).

            


    

    


    
      	5.  	
              Counterparts.
                This Assignment may be executed in any number of counterparts, and
                each
                such counterpart shall be deemed to be an original instrument, but
                all
                such counterparts together shall constitute but one
                agreement.

            


    

    


    
      	6.  	
              Entire
                Agreement.
                This Assignment supersedes any other agreement, whether written or
                oral,
                that may have been made or entered into by the parties hereto relating
                to
                the matters contemplated hereby and constitutes the entire agreement
                of
                the parties.

            


    

    
 

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    



    IN
      WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment
      and
      Assumption Agreement to be executed by its duly authorized officer as of the
      day
      and year first above written.

    


    


    
      	 	
              ASSIGNOR:

               

              KERYX
                BIOPHARMACEUTICALS, INC.

               

               

              By:/s/
                Michael
                S.
                Weiss                            
                

              
                

              

               

              Name:
                Michael
                S.
                Weiss                      
                

               

              Title:
                Chairman
                and
                CEO                      
                

               

               

            
	 	
              ASSIGNEE:

               

              AOI
                PHARMACEUTICALS, INC.

               

               

              
                By:/s/
                  Michael
                  S.
                  Weiss                            
                  

              

              
                
 

              Name:
                Michael
                S.
                Weiss                       

               

              Title:President                                        

            


    

    


    
      
        
        

      

      
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