20.  Plaintiff brings this action as a class action on behalf of himself and the other public  stockholders of Keryx (the “Class”).  Excluded from the Class are defendants herein and any  person, firm, trust, corporation, or other entity related to or affiliated with any defendant.   21.  This action is properly maintainable as a class action.   22.  The Class is so numerous that joinder of all members is impracticable.  As of June  22, 2018, there were approximately 120,378,658 shares of Keryx common stock outstanding, held  by hundreds, if not thousands, of individuals and entities scattered throughout the country.   24.  Plaintiff is committed to prosecuting this action and has retained competent counsel  experienced in litigation of this nature.  Plaintiff’s claims are typical of the claims of the other  members of the Class and plaintiff has the same interests as the other members of the Class.   Accordingly, plaintiff is an adequate representative of the Class and will fairly and adequately  protect the interests of the Class.   25.  The prosecution of separate actions by individual members of the Class would  create the risk of inconsistent or varying adjudications that would establish incompatible standards  of conduct for defendants, or adjudications that would, as a practical matter, be dispositive of the  interests of individual members of the Class who are not parties to the adjudications or would  substantially impair or impede those non-party Class members’ ability to protect their interests.   26.  Defendants have acted, or refused to act, on grounds generally applicable to the  Class as a whole, and are causing injury to the entire Class.  Therefore, final injunctive relief on  behalf of the Class is appropriate.  27.  Keryx is focused on the development and commercialization of innovative  medicines that provide unique and meaningful advantages to people with kidney disease.    28.  There are two U.S. Food and Drug Administration (“FDA”)-approved indications  for Keryx’s first medicine, Auryxia (ferric citrate) tablets.   30.  On June 28, 2018, Keryx’s Board caused the Company to enter into the Merger  Agreement.     31.  Pursuant to the terms of the Merger Agreement, Keryx’s stockholders will receive  0.37433 shares of Parent common stock for each share of Keryx they own.     52.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   53.  The Individual Defendants disseminated the false and misleading Registration  Statement, which contained statements that, in violation of Section 14(a) of the 1934 Act and Rule  14a-9, in light of the circumstances under which they were made, omitted to state material facts  necessary to make the statements therein not materially false or misleading.  Keryx is liable as the  issuer of these statements.     54.  The Registration Statement was prepared, reviewed, and/or disseminated by the  Individual Defendants.  By virtue of their positions within the Company, the Individual Defendants  were aware of this information and their duty to disclose this information in the Registration  Statement.   55.  The Individual Defendants were at least negligent in filing the Registration  Statement with these materially false and misleading statements.     57.  The Registration Statement is an essential link in causing plaintiff and the  Company’s stockholders to approve the Proposed Transaction.     58.  By reason of the foregoing, defendants violated Section 14(a) of the 1934 Act and  Rule 14a-9 promulgated thereunder.   59.  Because of the false and misleading statements in the Registration Statement,  plaintiff and the Class are threatened with irreparable harm.  60.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   61.  The Individual Defendants and Akebia acted as controlling persons of Keryx within  the meaning of Section 20(a) of the 1934 Act as alleged herein.  By virtue of their positions as  officers and/or directors of Keryx and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the false statements contained in the Registration  Statement, they had the power to influence and control and did influence and control, directly or  indirectly, the decision making of the Company, including the content and dissemination of the  various statements that plaintiff contends are false and misleading.   62.  Each of the Individual Defendants and Akebia was provided with or had unlimited  access to copies of the Registration Statement alleged by plaintiff to be misleading prior to and/or  shortly after these statements were issued and had the ability to prevent the issuance of the  statements or cause them to be corrected.   64.  Akebia also had direct supervisory control over the composition of the Registration  Statement and the information disclosed therein, as well as the information that was omitted and/or  misrepresented in the Registration Statement.   65.  By virtue of the foregoing, the Individual Defendants and Akebia violated Section  20(a) of the 1934 Act.   66.  As set forth above, the Individual Defendants and Akebia had the ability to exercise  control over and did control a person or persons who have each violated Section 14(a) of the 1934  Act and Rule 14a-9, by their acts and omissions as alleged herein.  By virtue of their positions as  controlling persons, these defendants are liable pursuant to Section 20(a) of the 1934 Act.  As a  direct and proximate result of defendants’ conduct, plaintiff and the Class are threatened with  irreparable harm.  Background of the Company and the Proposed Transaction   Claim for Violation of Section 14(a) of the 1934 Act and Rule 14a-9 Promulgated  Thereunder Against the Individual Defendants and Keryx   Claim for Violation of Section 20(a) of the 1934 Act   Against the Individual Defendants and Akebia  