CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document have been
redacted and have been separately filed with the Commission.
This Agreement made and entered into as of the 29 th day of September 2006 (the “Effective Date” ) by and
between Kyowa Hakko Kogyo Co., Ltd. , a Japanese corporation having its principal office at 1-6-1
Ohtemachi, Chiyoda-ku, Tokyo, 100-8185, Japan (hereinafter referred to as “KYOWA” ) and KERYX
Biopharmaceuticals, Inc. , a Delaware corporation having its principal office at 750 Lexington Avenue, 20 th
Floor, New York, New York 10022, the United States of America (hereinafter referred to as “KERYX” ).
KYOWA and KERYX may be individually referred to as a “Party” or collectively referred to as “Parties” .
WHEREAS, KYOWA has developed the Compound, and acquired certain intellectual property rights relating
to such Compound;
WHEREAS, KYOWA has entered into a clinical trials agreement with the National Cancer Institute under
which development of the Compound has been conducted;
WHEREAS, KERYX wishes to obtain a right and license from KYOWA to such intellectual property rights in
the Field and the KERYX Territory;
WHEREAS, KYOWA is willing to grant such right and license to KERYX, and KERYX is willing to accept
such right and license;
NOW, THEREFORE, the Parties agree as follows:
SECTION 1. DEFINITIONS
In this Agreement the following terms shall have the following meanings:
“Affiliates” shall mean, with respect to either Party, any business entity which controls, is controlled by,
or is under common control with such Party. 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.
1.2. “Annual Payment” shall have the meaning set forth in Section 8.6.
1.3. “Approval” shal