EXHIBIT 10.21
CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document have been
redacted and have been separately filed with the Commission.
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the “Agreement”), effective as of this 7 th day of November 2005
(the “Effective Date”), by and between Panion & BF Biotech, Inc., with offices at 16F No. 3, Yuanqu Street,
Nangang District, Taipei, Taiwan, ROC (hereinafter "Licensor"), and Keryx Biopharmaceuticals, Inc, with offices
at 750 Lexington, 20 th Floor, New York, NY 10022 (hereinafter "Licensee").
WHEREAS , Dr. Chen Hsing Hsu (the "Inventor"), an employee of the University of Michigan (the
"Institution"), is the named inventor on U.S. Patent No. 5,753,706, issued May 19, 1998 and entitled "Methods
for Treating Renal Failure" (the "Licensed Patent Property"),
WHEREAS , the Institution has transferred to the Inventor all of the Institution's right, title, and interest in
and to the Licensed Patent Property (subject to certain non-commercial applications, specified below), by an
Agreement for the Reassignment of Intellectual Property, with a last-signed date of August 16, 2000,
WHEREAS , the Inventor has granted the Licensor the exclusive license, throughout the world (except
the People's Republic of China) to make, use, and sell products embodying the inventions described in the
Licensed Patent Properties, as well as rights to the Patent Rights (as hereinafter defined) (as specified below) (the
"Exclusive License"),
WHEREAS , Licensor has developed certain Licensor Know-How (as hereinafter defined),
WHEREAS , by operation of this exclusive license, Licensor is the sole and exclusive licensee of the
entire right, title and interest in and to the Patent Rights (with the exception of the People's Republic of China) and
Licensor Know-How,
WHEREAS, Licensee desires to obtain an exclusive license under such Patent Rights and Licensor
Know-How to develop, have developed, make, have made, use, have used