This Agreement, effective as of December 23, 2002, by and between Keryx Biopharmaceuticals, Inc. ("Keryx"
or the "Corporation"), a Delaware corporation having an address at 750 Lexington Avenue, New York, NY,
and Michael Weiss, an individual residing at 300 E. 77th Street, NY, NY 10021 ("Weiss").
WHEREAS, the Corporation desires to employ Weiss as Chairman and Chief Executive Officer of Keryx and
Weiss desires to be employed by Keryx as Chairman and Chief Executive Officer of Keryx, all pursuant to the
terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained,
it is agreed as follows:
1. EMPLOYMENT DUTIES
(a) Keryx hereby engages and employs Weiss, and Weiss accepts engagement and employment, as Chairman
and Chief Executive Officer of Keryx. As such he shall be responsible for the overall management, direction and
leadership of the Corporation. He shall report directly to the Board of Directors. The description of
responsibilities set forth herein shall serve as a general statement of the duties, responsibilities and authority of
Weiss. Additional duties, responsibilities and authority consistent with that of Chairman and CEO may be
assigned to Weiss by the Board of Directors of the Corporation from time to time in its reasonable discretion.
(b) Weiss will devote substantially all of his gainful time to the discharge of his duties and responsibilities under
this Agreement. Notwithstanding the above, the Company acknowledges that Weiss continues to be active in
several ventures and companies and nothing contained herein will serve to limit his current or future involvement in
such or similar ventures or companies, provided that such activities do not interfere in his ability to fulfill the
requirements of the position of Chairman and Chief Executive Officer of Keryx.
(c) Weiss acknowledges and agrees that the performance by Weiss of his duties hereu