EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 14th day of September, 2009 by and between Keryx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and Ron Bentsur (“Executive”), to be effective as of the Effective Date, as defined in Section 1.

The Company desires to engage Executive as the Chief Executive Officer of the Company from and after the Effective Date, in accordance with the terms of this Agreement.  Executive is willing to serve as such in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Effective Date .  The effective date of this Agreement (the “Effective Date”) shall be May 20, 2009, which is the date on which Executive was appointed as Chief Executive Officer of the Company.

2.            Employment .  Executive is hereby employed on the Effective Date as the Chief Executive Officer of the Company.  In his capacity as Chief Executive Officer, Executive shall have the duties, responsibilities and authority commensurate with such position as shall be assigned to him by the Board of Directors of the Company (the “Board”).  In his capacity as Chief Executive Officer, Executive will report directly to the Board.

3.            Employment Period .  Unless earlier terminated herein in accordance with Section 6 hereof, Executive’s employment shall be for a term beginning on the Effective Date and ending on May 20, 2012 (the “Employment Period”).  Notwithstanding the foregoing, Executive’s opportunity to earn Milestone-Based Incentive Awards, as defined in Section 5(b)(iii) of this Agreement, and the provisions in this Agreement relating to the termination of such opportunity, shall be effective until May 20, 2014, subject to an earlier termination under Section 7 or 8 of this Agreement (the “Milestone Period”).

4.            Extent of Service .  During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  During the Employment Period it shall not be a violation of this Agreement for Executive to (A) manage personal investments, or (B) devote reasonable periods of time to charitable and community activities or, with the approval of the Board, industry or professional activities including service on the board of directors of another corporation, so long as such activities do not significantly interfere with the performance of Executive’s responsibilities as an employee of the Company in accordance with this Agreement.

5.              Compensation and Benefits .

(a)            Base Salary .  During the Employment Period, the Company will pay to Executive base salary at the rate of U.S. $300,000 per year (“Base Salary”), less normal withholdings, payable in approximately equal bi-weekly or other installments as are or become customary under the Company’s payroll practices for its employees from time to time.  The Compensation Committee of the Board shall review Executive’s Base Salary annually and may increase Executive’s Base Salary from year to year.  The Compensation Committee may reduce Executive’s Base Salary in an amount up to 10% in the aggregate (i.e., the sum of any and all reductions under this clause (i) cannot exceed $30,000).  Such adjusted salary then shall become Executive’s Base Salary for purposes of this Agreement.  The annual review of Executive’s salary by the Board will consider, among other things, Executive’s own performance and the Company’s performance.

(b)            Incentive, Savings and Retirement Plans .  During the Employment Period, Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs available to other senior executive officers of the Company (“Peer Executives”), and on the same basis as such Peer Executives.  Without limiting the foregoing, the following shall apply:

(i)            Annual Bonus .  For each year during the Employment Period, Executive will have an opportunity to receive an annual bonus, not to exceed 75% of his Base Salary (the “Annual Bonus”).  The Compensation Committee will establish performance goals and objectives from year to year on which the Annual Bonus will be based, but the Compensation Committee reserves the sole discretion to modify such goals and objectives, or the final amount of the Annual Bonus, based upon unforeseen events occurring during the related year or its assessment of the Company’s or the Executive’s performance in general.  The Compensation Committee will provide the Executive with such goals and objectives and any modifications it may make.  The Compensation Committee also reserves the sole discretion to pay up to 50% of any Annual Bonus to Executive in the form of fully-vested registered common stock of the Company.  Executive’s maximum potential Annual Bonus for fiscal year 2009 will be $131,250, which is equal to 75% of Executive’s pro rated Base Salary for such year.

(ii)            Initial Option Grant .  On the Effective Date the Company granted to Executive an option to purchase 600,000 shares of Company common stock at a price equal to the fair market value of such stock on such date (the “Stock Option”).  The Stock Option was issued as an inducement award and was not granted under the Company’s shareholder-approved incentive plan.  The Stock Option will vest in equal annual installments on each of the first four anniversaries of the Effective Date, conditioned upon Executive’s continuing employment, and subject to other terms and conditions set forth in the option certificate memorializing the Stock Option.  During the Employment Period, Executive may be eligible for additional stock-based awards under the Company’s long-term incentive plan, as determined by the Compensation Committee.  Nothing herein requires the Board or the Compensation Committee to make additional grants of options or other awards in any year.

(iii)            Milestone-Based Incentive Compensation .  During the Milestone Period Executive will have the opportunity to earn awards of restricted stock based upon milestone-based performance criteria, as set forth on Exhibit A to this Agreement (the “Milestone-Based Incentive Awards”).

(c)            Welfare Benefit Plans .  During the Employment Period, Executive and Executive’s eligible dependents shall be eligible for participation in, and shall receive all benefits under, the welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription drug, dental, disability, employee life, dependent life, accidental death and travel accident insurance plans and programs) (“Welfare Plans”) to the extent available to other Peer Executives.

(d)            Expenses .  During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in the course of performing his duties and responsibilities under this Agreement, in accordance with the policies, practices and procedures of the Company to the extent available to other Peer Executives with respect to travel, entertainment and other business expenses.  Notwithstanding the foregoing, (i) th e reimbursements provided in any one calendar year shall not affect the amount of reimbursements provided in any other calendar year; (ii) t he reimbursement of an eligible expense shall be made as soon as practicable but no later than December 31 of the year following the year in which the expense was incurred; and (iii) Executive’s rights pursuant to this Section 5(d) shall not be subject to liquidation or exchange for another benefit.

(e)            Vacation .  During the Employment Period, Executive will be entitled to four weeks of paid vacation per year, subject to the Company’s vacation policies.  Notwithstanding the foregoing, Executive’s paid vacation for fiscal year 2009 will be two weeks.

6.               Termination of Employment .

(a)            Death .  Executive’s employment shall terminate automatically upon Executive’s death during the Employment Period.

(b)            Disability .  If the Company determines in good faith that Executive has become Disabled (as defined below) during the Employment Period, it may give to Executive written notice of its intention to terminate Executive’s employment.  In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties.  For purposes of this Agreement, Executive shall be D isabled if either of the following conditions is met, as determined by the Board in good faith:

(i)               Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

(ii)               Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

(c)            Termination by the Company .  The Company may terminate Executive’s employment during the Employment Period with or without Cause.  For purposes of this Agreement, a termination shall be considered to be for “Cause” if it occurs in conjunction with a determination by the Board that Executive that any of the following has occurred:

(i)           Executive’s conviction of, pleading guilty to, or confession to a felony or any crime involving any act of dishonesty, fraud, misappropriation or embezzlement;

(ii)           Executive’s misconduct or gross negligence in connection with the performance of his duties hereunder, including a violation of the Company’s written policies or Code of Conduct and Ethics;

(iii)           Executive’s engaging in any fraudulent, disloyal or unprofessional conduct which is, or is likely to be, injurious to the Company, its financial condition, or its reputation;

(iv)           Executive’s failure to perform his duties with the Company (other than any such failure resulting from Executive’s Disability);

(v)           Executive’s failure to meet performance standards which may be agreed upon by Executive and the Company in writing from time to time (with the understanding that failure to meet the performance criteria established with respect to an Annual Bonus or the Milestone-Based Incentive Awards shall not constitute Cause for purposes of this Agreement); or

(vi)           Employee’s breach of the covenants set forth in Section 12 of this Agreement, or material breach of any other provisions of this Agreement.

If the Company determines that it has grounds to terminate Executive’s employment for Cause pursuant to the provisions of clauses (iii), (iv), (v), or (vi) of this subsection (c), then it will first deliver to Executive a written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate his employment for Cause, and Executive will have 20 days after the receipt of such written notice to cease such actions or otherwise correct any such failure or breach.  If Executive does not cease such actions or otherwise correct such failure or breach within such 20-day period, or having once received such written notice and ceased such actions or corrected such failure or breach, Executive at any time thereafter again so acts, fails, or breaches, the Company may terminate the his employment for Cause immediately.  The Company may terminate Executive’s employment without Cause, or for Cause pursuant to the provisions of clauses (i) or (ii) of this subsection (c), immediately.

(d)            Termination by Executive .  Executive’s employment may be terminated by Executive with or without Good Reason.  Executive’s termination without Good Reason shall require 30 days’ prior written notice to the Company.  Executive’s termination for Good Reason must occur within a period of 90 days after the occurrence of an event of Good Reason.  For purposes of this Agreement, “Good Reason” shall mean any of the following, without Executive’s consent:

(i)             a material diminution in Executive’s Base Salary, which for purposes of this Agreement shall mean a reduction of more than 10% in the aggregate (i.e., in excess of $30,000) ;

(ii)             a material diminution in Executive’s authority, duties, or responsibilities;

(iii)             a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Board;

(iv)           the relocation of Executive’s principal office to a facility or location that is more than fifty (50) miles away from the location of the Company’s principal office at the Effective Date, as set forth in Section 16(d) of this Agreement; or

(v)             any other action or inaction that constitutes a material breach by the Company of this Agreement, including, without limitation, any failure by the Company to comply with and satisfy Section 13(c) of this Agreement.

A termination by Executive shall not constitute termination for Good Reason unless Executive shall first have delivered to the Company a written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 30 days after the initial occurrence of such event), and there shall have passed a reasonable time (not less than 30 days) within which the Company may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Executive.  Good Reason shall not include Executive’s death or Disability.  The parties intend, believe and take the position that a resignation by the Executive for Good Reason as defined above effectively constitutes an involuntary separation from service within the meaning of Section 409A of the Code and Treas. Reg. §1.409A-1(n)(2).

(e)            Notice of Termination .  Any termination by the Company or Executive shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 16(d) of this Agreement.  For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date.  The failure by the Company or Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Company or Executive hereunder or preclude the Company or Executive from asserting such fact or circumstance in enforcing its rights hereunder.

(f)            Date of Termination .  “Date of Termination” means (i) if Executive’s employment is terminated other than by reason of death or Disability, the date of receipt of the Notice of Termination or any later date specified therein within 60 days after receipt of the Notice of Termination, as the case may be, or (ii) if Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of Executive or the Disability Effective Date, as the case may be.

7.            Obligations of the Company upon Termination .

                      (a)            Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability .  If, during the Employment Period, the Company shall terminate Executive’s employment other than for Cause or Disability, or Executive shall terminate employment for Good Reason,   then and, with respect to the payments and benefits described in clause (ii) and (iv) below, only if within 45 days after the Date of Termination Executive shall have executed a release in substantially the form of Exhibit B hereto and such release shall not have been revoked within such time period :

                                (i)           the Company shall pay to Executive in a lump sum in cash within 60 days after the Date of Termination, the exact payment date to be determined by the Company (or such later date as may be required pursuant to Section 15 hereof), the sum of (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (2) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and

                                (ii)           the Company shall pay to Executive in a lump sum in cash within 60 days after the Date of Termination, the exact payment date to be determined by the Company (or such later date as may be required pursuant to Section 15), a severance payment equal to (A) 25% of Executive’s Base Salary if the Date of Termination occurs prior to the first anniversary of the Effective Date or (B) 50% of Executive’s Base Salary if the Date of Termination occurs on or following the first anniversary of the Effective Date (either such amount being referred to as the “Severance Payment”); and

                                (iii)           to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and

(iv)           any vested portion of the Stock Option shall remain exercisable by the Executive for a period of one year following the Date of Termination (or, if earlier, the normal expiration date of the Stock Option), and any unvested portion of the Stock Option shall lapse and be forfeited without consideration as of the Date of Termination ; and

(v)           any outstanding shares of restricted stock granted to Executive as a Milestone-Based Award by reason of the achievement of a milestone prior to the Date of Termination (the “Earned Milestone Awards”) shall become fully vested and non-forfeitable as of the Date of Termination, and, subject to Section 8(d) of this Agreement,   Executive’s opportunity to earn Milestone-Based Incentive Awards with respect to any milestone condition which has not been met as of the Date of Termination (the “Unearned Milestone Opportunity”) shall continue for a period of three (3) months after the Date of Termination.  To the extent that a milestone is achieved during such three-month period, the stock relating to such milestone as set forth on Exhibit A shall be issued to Executive as fully-vested shares, rather than restricted stock, or, in the Company’s sole discretion, the Company may pay to Executive an amount in cash equal to the value of such shares.  Any Unearned Milestone Opportunity which remains unearned at the end of such three-month period shall expire without consideration .

                      (b)            Death or Disability .  If Executive’s employment is terminated by reason of Executive’s death or Disability during the Employment Period, this Agreement shall terminate without further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.    Accrued Obligations shall be paid to Executive or Executive’s estate or beneficiaries, as applicable, in a lump sum in cash within 60 days after the Date of Termination.  With respect to the provision of Other Benefits, the term “Other Benefits” as used in this Section 7(b) shall include without limitation, and Executive or Executive’s estate and/or beneficiaries shall be entitled to receive, benefits under such plans, programs, practices and policies relating to death, disability or retirement benefits, if any, as are applicable to Executive on the Date of Termination.   In addition, in the event of such a termination, any vested portion of the Stock Option shall remain exercisable by the Executive and/or his estate or beneficiaries for a period of one year following the Date of Termination (or, if earlier, the normal expiration date of the Stock Option), and any unvested portion of the Stock Option shall lapse and be forfeited without consideration as of the Date of Termination.  In addition , in the event of such a termination, any outstanding Earned Milestone Awards shall become fully vested and non-forfeitable to the Executive and/or his estate or beneficiaries   as of the Date of Termination, and, subj ect to Section 8(d) of this Agreement,   Executive’s opportunity to earn Milestone-Based Incentive Awards with respect to any Unearned Milestone Opportunity shall continue for a period of three (3) months after the Date of Termination.  To the extent that a milestone is achieved during such three-month period, the stock relating to such milestone as set forth on Exhibit A shall be issued to Executive or Executive’s estate or beneficiaries, as the case may be, as fully-vested shares, rather than restricted stock, or, in the Company’s sole discretion, the Company may pay to Executive or Executive’s estate or beneficiaries an amount in cash equal to the value of such shares.    Any Unearned Milestone Opportunity which remains unearned at the end of such three-month period shall expire without consideration .

                      (c)            Cause; Resignation Other than for Good Reason .  If Executive’s employment shall be terminated for Cause during the Employment Period, or Executive shall resign other than for Good Reason, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.  Accrued Obligations shall be paid to Executive in a lump sum in cash within 60 days after the Date of Termination.  In addition, in the event of such a termination, any portion of the Stock Option outstanding as of the Date of Termination, whether vested or unvested, and any outstanding Earned Milestone Awards, shall lapse and be forfeited without consideration on the Date of Termination, and any Unearned Milestone Opportunity shall expire without consideration on the Date of Termination.

                      (d)            Expiration of Employment Period .  If Executive’s employment shall be terminated by the Company upon the normal expiration of the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits.  Accrued Obligations shall be paid to Executive in a lump sum in cash within 60 days after the Date of Termination.  In addition, in the event of such a termination, any vested portion of the Stock Option shall remain exercisable by the Executive and/or his estate or beneficiaries for a period of one year following the Date of Termination (or, if earlier, the normal expiration date of the Stock Option), and any unvested portion of the Stock Option shall lapse and be forfeited without consideration as of the Date of Termination.  In addition , in the event of such a termination, any outstanding Earned Milestone Awards shall become fully vested and non-forfeitable to the Executive and/or his estate or beneficiaries   as of the Date of Termination, and, subj ect to Section 8(d) of this Agreement , Executive’s opportunity to earn Milestone-Based Incentive Awards with respect to any Unearned Milestone Opportunity shall continue for a period of three (3) months after the Date of Termination.  To the extent that a milestone is achieved during such three-month period, the stock relating to such milestone as set forth on Exhibit A shall be issued to Executive or Executive’s estate or beneficiaries, as the case may be, as fully-vested shares, rather than restricted stock, or, in the Company’s sole discretion, the Company may pay to Executive or Executive’s estate or beneficiaries an amount in cash equal to the value of such shares.    Any Unearned Milestone Opportunity which remains unearned at the end of such three-month period shall expire without consideration.  Nothing in this Agreement shall require the Company to terminate Executive’s employment upon the normal expiration of the Employment Period.

(e)            Resignation .  Termination of Executive’s employment for any reason whatsoever shall constitute Executive’s resignation from the Board and resignation as an officer of the Company, its subsidiaries and affiliates.

8.            Change in Control .

(a)            Definition .  For the purposes of this Agreement, a “Change in Control” shall mean:

(i)           the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the 1934 Act) 30% or more of either (x) the then-outstanding shares of common stoc