Exhibit 10.30
EMPLOYMENT AGREEMENT
This Agreement, dated October 15, 2001 (the "Effective Date"), by and
between Keryx Biopharmaceuticals, Inc. ("Keryx"), a Delaware corporation having
an address at 0 Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxx 00000, and Xxxx Xxxxx, an
individual residing at ___________________, Israel (the "CSO")
WHEREAS, Keryx desires to employ the CSO as the Chief Scientific Officer
("CSO") of Keryx and the CSO desires to be employed by Keryx as CSO 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 the CSO, and the CSO accepts
engagement and employment, as the CSO of Keryx, to direct, supervise and have
responsibilities for the scientific and research affairs of Keryx and for any
other appropriate areas and tasks which the Chief Executive Officer may assign
to him. The CSO acknowledges and agrees that the performance by the CSO of his
duties hereunder may require significant domestic and international travel by
the CSO. In addition, the CSO realizes that he may be required to spend a
substantial amount of time in Jerusalem, Israel.
(b) The CSO shall devote substantially all of his gainful time to the
discharge of his duties and responsibilities under this Agreement.
(c) Keryx shall not require the CSO to act on its behalf in any manner that
would represent a conflict between the interests of Keryx, on one hand, and the
Weizmann Institute, on the other hand. Such acts which the CSO shall not perform
shall include, but not be limited to, the carrying out of research for Keryx
that overlaps or continues research he has carried out at the Weizmann Institute
as of the date of this Agreement, as set forth in Appendix A to this Agreement;
the evaluation of technology belonging to the Weizmann Institute that Keryx is
interested in licensing; and conducting negotiations on Keryx's behalf with the
Weizmann Institute in connection with technology belonging to the Weizmann
Institute that Keryx is interested in licensing.
2. TERM
This Agreement shall take effect from the Effective Date and shall remain
in effect unless it is earlier terminated as hereinafter provided.
3. COMPENSATION
(a) As compensation for the performance of his duties on behalf of Keryx,
the CSO shall be compensated as follows:
(i) Upon the next meeting of the Corporation's Board of Directors, the
Corporation will grant (the "Initial Grant") the CSO options (the
"Options") to purchase 75,000 shares of the Common Stock of the Corporation
at an exercise price equal to the closing price per share of the Keryx's
stock on Nasdaq on the last trading day preceding the Effective Date (the
"Exercise Price"), which options shall be exercisable for a period of 10
years from the date of issuance. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total
number and/or class of securities subject to such options and (ii) the
Exercise Price in order to reflect such change and thereby preclude a
dilution or enlargement under such options.
(ii) The Options shall vest as follows: one-sixth six months from the
date of grant; one-sixth twelve months from the date of grant; one-sixth
eighteen months from the date of grant; one-sixth twenty four months from
the date of grant; one-sixth thirty months from the date of grant; and
one-sixth thirty six months from the date of grant; but immediate vesting
shall occur upon a change of control of the Corporation as described in
paragraph 8 (iii)(C), below; provided that in all
-1-
cases the CSO is a Service Provider, as defined in the 2000 Stock Option
Plan, of the Corporation or one of its subsidiaries at the time of vesting.
(iii) At the discretion of the Board of Directors, the CSO shall be
entitled to an annual grant of subsequent stock options each of which shall
have the same antidilution protection as described in Section 3 paragraph
(a)(i) above.
(iv) All option grants made to the CSO shall be governed by the terms
and conditions of Keryx's 2000 Stock Option Plan.
(b) Keryx shall reimburse the CSO for all normal, usual and necessary
expenses incurred by the CSO in furtherance of the business and affairs of
Keryx, including travel and entertainment, against receipt by Keryx of
appropriate vouchers or other proof of the CSO's expenditures and otherwise in
accordance with such Expense Reimbursement Policy as may from time to time be
adopted by the Board of Directors of Keryx.
(c) Keryx and the CSO shall execute an agreement that provides for the
indemnification of the Company's officers and directors. In addition, Keryx
shall maintain an appropriate level of Directors and Officers Liability
coverage, which coverage shall include the CSO.
(d) Subject to Section 10(c) below, the CSO must be an employee or
consultant of Keryx at the time any options vests in order to receive such
compensation. In addition, no options shall vest after the termination of this
Agreement or other agreement between Keryx and the CSO.
4. REPRESENTATIONS AND WARRANTIES
(a) The CSO hereby represents and warrants to Keryx as follows:
(i) Neither the execution and delivery of this Agreement nor the
performance by the CSO of his duties and other obligations hereunder
violate any statute, law, determination or award, or conflict with or
constitute a default under (whether immediately, upon the giving of notice
or lapse of time or both) any prior employment agreement, contract, or
other instrument to which the CSO is a party or by which he is bound.
(ii) The CSO has the full right, power and legal capacity to enter and
deliver this Agreement and to perform his duties and other obligations
hereunder. This Agreement constitutes the legal, valid and binding
obligation of the CSO enforceable against him in accordance with its terms.
No approvals or consents of any persons or entities are required for the
CSO to execute and deliver this Agreement or perform his duties and other
obligations hereunder.
(b) Keryx hereby represents and warrants to the CSO as follows:
(i) Keryx is duly organized, validly existing and in good standing
under the laws of the State of Delaware, with all requisite corporate power
and authority to own its properties and conduct its business in the manner
presently described.
(ii) Keryx has the full power and authority to enter into this
Agreement and to incur and perform its obligations hereunder.
(iii) The execution, delivery and performance by Keryx of this
Agreement does not conflict with or result in a breach or violation of or
constitute a default under (whether immediately, or upon the giving of
notice or lapse of time or both) the certificate of incorporation or
by-laws of Keryx, or any agreement or instrument to which Keryx is a party
or by which Keryx or any of its properties may be bound or affected.
5. CONFIDENTIAL INFORMATION
The CSO agrees that during the course of his employment and at any time
thereafter, he will not disclose or make accessible to any other person,
including, but not limited to, the Weizmann Institute of Science, Keryx's
products, services and technology, both current and under development, promotion
and marketing programs, lists, trade secrets and other confidential and
proprietary business information of Keryx or of any third party confidential
information provided to Keryx, provided that
-2-
the CSO shall be entitled and required to furnish Yeda Research and Development
Co. Ltd. ("Yeda") all of the details and specifications relevant to s patent
applications filed by Keryx or any of its affiliates on which he is listed as an
inventor pursuant to article 7(f) hereunder, provided that prior to any such
disclosure to Yeda, Yeda shall have executed a confidentiality agreement with
Keryx in a form agreeable to Keryx. The CSO agrees: (i) not to use any such
information for himself or others; (ii) and not to take any such material or
reproductions thereof from Keryx's facilities at any time during his employment
by Keryx, except as required in the performance of his duties. The CSO agrees
immediately to return all such material and reproductions in his possession to
Keryx upon request and in any event upon termination of employment. Nothing in
the foregoing shall be construed to prevent the CSO from disclosing or using any
information which the CSO can show by written documentation was in the public
domain or enters into the public domain through no improper act on the CSO's
part or on the part of any of Keryx's employees or was in his possession prior
to his joining Keryx or disclosed to the CSO after he has left Keryx on a
non-confidential basis by a person authorized to do so.
6. NON-COMPETITION
(a) The CSO understands and recognizes that his services to Keryx are
special and unique and agrees that, during the term of this Agreement, and for a
period of 12 months from the date of termination of his employment hereunder, he
shall not in any manner, directly or indirectly, on behalf of himself or any
person, firm, partnership, joint venture, corporation or other business entity
("Person"), enter into or engage in any business directly competitive with
Keryx's business, either as an individual for his own account, or as a partner,
joint venturer, CSO, agent, consultant, salesperson, officer, director or
shareholder of a Person operating or intending to operate within the area that
Keryx is, at the date of termination, conducting its business (the "Restricted
Businesses"); provided, however, that nothing herein will preclude the CSO from
holding one percent (1%) or less of the stock of any publicly traded company or
from holding a position with a Person who does not engage in a business directly
competitive with the Restrictive Businesses so long as the CSO works in a
division of such Person which carries on a bona fide business which is not
directly competitive with the Restricted Businesses or from conducting or
supervising the performance of research at the Weizmann Institute of Science not
directly competitive with the Restricted Business.
(b) For a period of 12 months after the termination of this Agreement, the
CSO shall not interfere with or disrupt or attempt to disrupt Keryx's business
relationship with any of its partners, customers or suppliers.
(c) During the term of this Agreement, and for 12 months thereafter, the
CSO shall not, directly or indirectly, without the prior written consent of
Keryx:
(i) solicit or induce any employee of Keryx or any Affiliate to leave
the employ of Keryx or any Affiliate or hire for any purpose any employee
of Keryx or any Affiliate or any employee who has left the employment of
Keryx or any Affiliate within six months of the termination of said
employee's employment with Keryx; or
(ii) solicit or accept employment or be retained by any party who, at
any time during the Term, was a customer or supplier of Keryx or any
Affiliate where his position will be related to the business of Keryx; or
(iii) solicit or accept the business of any customer or supplier of
Keryx or any Affiliate with respect to products similar to those supplied
by Keryx.
(d) In the event that the CSO breaches any provisions of this Section 6 or
there is a threatened breach, then, in addition to any other rights which Keryx
may have, Keryx shall be entitled, without the posting of a bond or other
security, to injunctive relief to enforce the restrictions contained herein. In
the event that an actual proceeding is brought in equity to enforce the
provisions of this Section 6, the CSO shall not argue as a defense that there is
an adequate remedy at law nor shall Keryx be prevented from seeking any other
remedies that may be available.
7. PROPRIETARY INFORMATION AND INVENTIONS
(a) Except as set forth below in subparagraph (f), the CSO agrees that all
information that has been created, discovered or developed by Keryx, its
subsidiaries, affiliates, successors or assigns (collectively, the "Affiliates")
(including, without limitation, information relating to the
-3-
development of Keryx's business created, discovered, developed or made known to
Keryx or the Affiliates by the CSO during the Term and information relating to
Keryx's customers, suppliers, consultants, and licensees) and/or in which
property rights have been assigned or otherwise conveyed to Keryx or the
Affiliates, shall be, the sole property of Keryx or the Affiliates, as
applicable, and Keryx or the Affiliates, as the case may be, shall be the sole
owner of all patents, copyrights and other rights in connection therewith,
including but not limited to the right to make application for statutory
protection. All of the aforementioned information is hereinafter called
"Proprietary Information." By way of illustration, but not limitation,
Proprietary Information includes trade secrets, processes, discoveries,
structures, inventions, designs, ideas, works of authorship, copyrightable
works, trademarks, copyrights, formulas, data, know-how, show-how, improvements,
inventions, product concepts, techniques, information or statistics contained
in, or relating to, marketing plans, strategies, forecasts, blueprints,
sketches, records, notes, devices, drawings, customer lists, patent
applications, continuation applications, continuation-in-part applications, file
wrapper continuation applications and divisional applications and information
about Keryx's or the Affiliates' employees and/or consultants (including,
without limitation, the compensation, job responsibility and job performance of
such employees and/or consultants).
(b) The CSO further agrees that at all times, both during the Term and
after the termination of this Agreement, he will keep in confidence and trust
all Proprietary Information, and he will not use or disclose any Proprietary
Information or anything directly relating to it without the written consent of
Keryx or the Affiliates, as appropriate, except as may be necessary in the
ordinary course of performing his duties hereunder. The CSO acknowledges that
the Proprietary Information constitutes a unique and valuable asset of Keryx and
each Affiliate acquired at great time and expense, which is secret and
confidential and which will be communicated to the CSO, if at all, in confidence
in the course of his performance of his duties hereunder, and that any
disclosure or other use of the Proprietary Information other than for the sole
benefit of Keryx or the Affiliates would be wrongful and could cause irreparable
harm to Keryx or the Affiliates, as the case may be.
(c) The CSO declares that he is aware that anything that is done by him
during the term of this Agreement in Keryx or in connection with Keryx, whether
it be an invention, a discovery, or the development of an idea or a thing, all
within the framework of Keryx's business, except as set forth below in
subparagraph (f), shall belong to and be controlled by Keryx, unless the Board
of Directors shall, in writing, direct otherwise. During the term of this
Agreement, the CSO agrees that he will promptly disclose to Keryx, or any
persons designated by Keryx, all improvements, inventions, designs, ideas, works
of authorship, copyrightable works, discoveries, trademarks, copyrights, trade
secrets, formulas, processes, structures, product concepts, marketing plans,
strategies, customer lists, information about Keryx's or the Affiliates'
employees and/or consultants (including, without limitation, job performance of
such employees and/or consultants), techniques, blueprints, sketches, records,
notes, devices, drawings, know-how, data, whether or not patentable, patent
applications, continuation applications, continuation-in-part applications, file
wrapper continuation applications and divisional applications, made or conceived
or reduced to practice or learned by him, either alone or jointly with others,
during the term of this Agreement (all said improvements, inventions, designs,
ideas, works of authorship, copyrightable works, discoveries, trademarks,
copyrights, trade secrets, formulas, processes, structures, product concepts,
marketing plans, strategies, customer lists, information about Keryx's or the
Affiliates' employees and/or consultants, techniques, blueprints, sketches,
records, notes, devices, drawings, know-how, data, patent applications,
continuation applications, continuation-in-part applications, file wrapper
continuation applications and divisional applications shall be collectively
hereinafter called "Inventions").
(d) The CSO agrees that, except as set forth below in subparagraph (f), all
Inventions shall be the sole property of Keryx to the maximum extent permitted
by applicable law and to the extent permitted by law shall be "works made for
hire" as that term is defined in the United States Copyright Act (17 USCA,
Section 101). Except as set forth below in subparagraph (f), Keryx shall be the
sole owner of all patents, copyrights, trade secret rights, and other
intellectual property or other rights in connection therewith. Except as set
forth below in subparagraph (f), the CSO hereby assigns to Keryx all right,
title and interest he may have or acquire in all Inventions. The CSO further
agrees to assist Keryx in every proper way (but at Keryx's expense) to obtain
and from time to time enforce patents, copyrights or other rights on said
Inventions in any and all countries, and to that end the CSO will execute all
documents necessary:
(i) to apply for, obtain and vest in the name of Keryx alone (unless
Keryx otherwise directs and except as set forth below in subparagraph (f))
letters patent, copyrights or other
-4-
analogous protection in any country throughout the world and when so obtained or
vested to renew and restore the same; and
(ii) to defend any opposition proceedings in respect of such
applications and any opposition proceedings or petitions or applications
for revocation of such letters patent, copyright or other analogous
protection.
(e) The CSO's obligation to assist Keryx in obtaining and enforcing patents
and copyrights for the Inventions in any and all countries shall continue beyond
the term of this Agreement, but Keryx agrees to compensate the CSO at his normal
and usual rate after the expiration of the term of this Agreement for time
actually spent by the CSO at Keryx's request on such assistance.
(f) Notwithstanding the foregoing, Keryx acknowledges that because the CSO
shall continue to be a tenured employee of the Weizmann Institute of Science (on
a sabbatical leave of absence) during the term of this Agreement, the provisions
set forth in the agreement between Keryx and Yeda, a copy of which is annexed to
this Agreement as Appendix B, shall be applicable to patentable inventions made
by him during his employment by Keryx.
8. TERMINATION
This CSO's employment hereunder shall begin on the Effective Date and shall
continue for the period set forth in Section 2 hereof unless sooner terminated
upon the first to occur of the following events:
(a) (i) the death of the CSO; or
(ii) the CSO's inability to perform his duties pursuant to this
Agreement for more than three (3) months.
(b) Termination by Keryx for just cause. Any of the following actions by
the CSO shall constitute just cause:
(i) Material breach by the CSO of Sections 5, 6 or 7 of this
Agreement;
(ii) Material breach by the CSO of any provision of this Agreement
other than Sections 5, 6 or 7, which is not cured by the CSO within 15 days
of notice from Keryx;
(iii) The habitual neglect or gross failure by the CSO to adequately
perform the duties of his position;
(iv) Any act of moral turpitude or criminal action connected to his
employment with Keryx or his place of employment; or
(v) The CSO's refusal to comply with or his violation of lawful
instructions of the Chief Executive Officer or the Board of Directors.
(c) Termination without cause. Notwithstanding anything in this Agreement,
either party may terminate the CSO's employment without cause upon three (3)
months prior notice.
9. NOTICES
Any notice or other communication under this Agreement shall be in writing
and shall be deemed to have been given: when delivered personally against
receipt thereof; one (1) business day after being sent by Federal Express or
similar overnight delivery; or three (3) business days after being mailed
registered or certified mail, postage prepaid, return receipt requested, to
either party at the address set forth above, or to such other address as such
party shall give by notice hereunder to the other party.
10. SEVERABILITY OF PROVISIONS
If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, the remaining conditions and
-5-
provisions or portions thereof shall nevertheless remain in full force and
effect and enforceable to the extent they are valid, legal and enforceable, and
no provision shall be deemed dependent upon any other covenant or provision
unless so expressed herein.
11. ENTIRE AGREEMENT; MODIFICATION
This Agreement contains the entire agreement of the parties relating to the
subject matter hereof, and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement
that are not set forth herein. No modification of this Agreement shall be valid
unless made in writing and signed by the parties hereto.
12. BINDING EFFECT
The rights, benefits, duties and obligations under this Agreement shall
inure to, and be binding upon, Keryx, its successors and assigns, and upon the
CSO and his legal representatives. This Agreement constitutes a personal service
agreement, and the performance of the CSO's obligations hereunder may not be
transferred or assigned by the CSO.
13. NON-WAIVER
The failure of either party to insist upon the strict performance of any of
the terms, conditions and provisions of this Agreement shall not be construed as
a waiver or relinquishment of future compliance therewith, and said terms,
conditions and provisions shall remain in full force and effect. No waiver of
any term or condition of this Agreement on the part of either party shall be
effective for any purpose whatsoever unless such waiver is in writing and signed
by such party.
14. GOVERNING LAW
(a) This Agreement shall be governed by, and construed and interpreted
in accordance with, the laws of the Commonwealth of Massachusetts without regard
to principles of conflicts of law. Any litigation commenced pursuant to the
terms of the Agreement shall only be prosecuted and defended in the city and
county of Boston. Additionally, the prevailing party in any litigation shall be
entitled to an additional award of the recoupment of its attorney fees, cost and
expenses. Notwithstanding the foregoing, all conflicts relating to or arising
from subparagraph 7(f), above, shall be settled as set forth in Appendix B.
17. REMEDIES FOR BREACH
The CSO understands and agrees that any breach of Sections 5, 6 and/or 7 of
this Agreement by him could cause irreparable damage to Keryx and to the
Affiliates, and that monetary damages alone would not be adequate and, in the
event of such breach, Keryx shall have, in addition to any and all remedies of
law, the right to an injunction, specific performance or other equitable relief
to prevent or redress the violation of Keryx's rights under such Sections.
18. HEADINGS
The headings of paragraphs are inserted for convenience and shall not
affect any interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
EMPLOYEE:
By: /s/ Xxxx Xxxxx
----------------------------
Name: Xxxx Xxxxx
KERYX BIOPHARMACEUTICALS, INC.
By: /s/ Xxx Xxxxxxxxx
----------------------------
Name: Xxx Xxxxxxxxx
Title: Chief Operating Officer
-6-
Appendix A
Xxxxx Research
The following describes the research that has been conducted and/or is being
conducted by Xx. Xxxxx at the Weizmann Institute as of the date of this
Agreement:
-7-
Appendix B
Intellectual Property Agreement with Yeda Research and Development Co., Ltd.
AGREEMENT
This Agreement, dated _____, 2001 (the "Effective Date"), by and between Keryx
Biopharmaceuticals, Inc. ("Keryx"), a Delaware corporation having an address at
0 Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxx 00000, Yeda Research and Development Co. Ltd.,
an Israeli company having an address at ____________________________________,
and Xxxx Xxxxx, an individual residing at ___________________, Israel ("Xxxxx").
WHEREAS Keryx intends to employ Xxxxx as its Chief Scientific Officer during
Xxxxx'x sabbatical from the Weizmann Institute of Science;
WHEREAS Xxxxx will continue to be a tenured employee of the Weizmann Institute
of Science during his employment by Keryx; and
WHEREAS in light of Xxxxx'x employment by both Keryx and the Weizmann Institute
of Science, the parties desire to set certain guidelines and procedures by which
the ownership of certain intellectual property developed by Xxxxx during his
employment by Keryx shall be determined;
IT IS HEREBY AGREED by and between the parties:
1. In the event that Xxxxx is listed as an inventor on a patent
application to be filed by Keryx or an affiliated company, Keryx shall
so notify Yeda. In such a case, Keryx shall provide Yeda with a copy
of the patent application and other appropriate information related to
the invention disclosed in such patent application at the time Keryx
makes the decision to file such patent application.
2. Keryx and Yeda, acting together amicably and in good faith, shall make
the determination of whether Xxxxx'x contribution to the invention
disclosed in the patent application is significant. It is understood
and agreed that Xxxxx'x appearance on a patent application as one of
the inventors shall not, in and of itself, be evidence that Xxxxx'x
contribution is significant within the meaning of this clause.
3. Should Keryx and Yeda determine that Xxxxx'x part in any Invention was
significant, they shall also determine the relative portion of the
patentable invention attributable to the efforts and inventorship of
Xxxxx (the "Relevant Portion"). Keryx and Xxxxx shall take all the
necessary steps to assign to Yeda all right and title to the Relevant
Portion.
4. At the same time, Yeda and Keryx shall negotiate in good faith an
agreement whereby Yeda shall grant Keryx an exclusive, worldwide
license to the Relevant Portion under terms that Yeda can demonstrate
are similar in nature to Yeda's customary license agreements in return
for the payment by Keryx of royalties on net sales and sublicensing
receipts) received by Keryx and/or an affiliated company in connection
with the sale or sublicense of a patentable invention containing the
Relevant Portion (the "Yeda Royalties"). The Yeda Royalties shall be
proportional to the part the Relevant Portion represents of the entire
relevant patentable invention. Furthermore, the rate of the Yeda
Royalties shall be set at no more than one-half of the rate Yeda can
demonstrate it customarily receives for the exclusive license of
inventions similar in nature to the patentable invention containing
the Relevant Portion. The parties shall devise a mutually acceptable
means by which Yeda can demonstrate to Keryx the customary terms
and/or royalty rates of its other license agreements without causing
Yeda to breach obligations of confidentiality it may have to its other
licensing partners.
5. Any license granted to Keryx by Yeda to a Relevant Portion shall be in
force as long as Keryx pays the relevant royalties and complies with
whatever other reasonable obligations are negotiated between Keryx and
Yeda.
6. Prior to Keryx's disclosure to Yeda of information pursuant to
paragraph 1, above, Yeda must have executed a confidentiality
agreement with Keryx in a form agreeable to Keryx.
-8-
7. Any disagreement or dispute among the parties relating to or arising
from this Agreement, which cannot be promptly resolved on an amicable
basis, shall be resolved by arbitration. The arbitration shall be
conducted in accordance with the Israel Arbitration Law - 1968
provided, however, that, if such law is inconsistent with the
provisions of this paragraph, the provisions hereof shall prevail. The
arbitration shall be before a single Arbitrator chosen by the Chief
Executive Officer of Keryx and the ____________ of Yeda within ten
(10) days of notice being given by one of the parties that arbitration
is desired. If they are unable to agree on the selection of an
Arbitrator, _________ shall be appointed to conduct the arbitration.
The Arbitrator shall be bound by Israeli substantive law but shall not
be bound by any judicial rules of evidence or procedure. The
Arbitrator's decision shall be detailed and in writing and his award
shall be final and binding upon the parties. Judgment upon the
arbitral award may be entered by any court of competent jurisdiction,
including the District Court of Jerusalem, to the jurisdiction of
which the parties hereby submit. Unless the Arbitrator otherwise
determines, the parties shall bear equally the fees and expenses of
the Arbitrator. Each of the
-9-
parties shall bear its own expenses in connection with the
arbitration, but in the event that court proceedings are instituted in
connection with this Agreement or in connection with any arbitration
hereunder, the party prevailing in such proceedings shall be entitled
to recover its reasonable attorneys' fees and expenses.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
KERYX BIOPHARMACEUTICALS, INC. YEDA RESEARCH & DEVELOPMENT CO., LTD.
By: By:
-------------------------- --------------------------
Name: Name:
------------------------ ------------------------
Title: Title:
----------------------- -----------------------
XXXX XXXXX
------------------------------
-10-
