SETTLEMENT AGREEMENT AND GENERAL RELEASE

EXHIBIT 10.50

SETTLEMENT AGREEMENT AND GENERAL RELEASE

      THIS SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”) is made and entered into as of the 15 ^th day of October, 2007 (“Settlement Date”), by and between Martek Biosciences Corporation (“Martek”) and Robert Zuccaro (“Zuccaro”), on his own behalf and as Stockholders’ Representative of certain former interest holders (the “Former Interest Holders”) of OmegaTech, Inc. (“OmegaTech”).

RECITALS:

     A. Pursuant to a Merger Agreement, dated March 25, 2002, by and between Martek and OmegaTech, as amended (the “Merger Agreement”), the Former Interest Holders received certain contingent rights to receive shares of Martek’s Common Stock, par value $0.10 per share (the “Common Stock”), upon the occurrence of certain events described in the Merger Agreement (the “Contingent Rights”).

     B. There is an action pending currently in the United States District Court for the District of Maryland, styled Martek Biosciences Corporation v. Robert Zuccaro, as Stockholders’ Representative of the Former Interest Holders of OmegaTech, Inc. , Civil Action No. AMD 04-3349 , which arises out of the Merger Agreement (the “Litigation”).

     C. To avoid the risks and costs of continued litigation, Zuccaro, on his own behalf and as Stockholders’ Representative of the Former Interest Holders, pursuant to his express authority to act on behalf of the Former Interest Holders as granted to him in Section 7.3(a) of the Merger Agreement, and Martek wish to compromise and settle the Litigation and certain other potential claims.

     D. This Agreement is entered into to settle and compromise all disputed claims, and no party, by virtue of entering into this Agreement, admits liability for, or the validity of, any claims or defenses asserted in the Litigation.

     NOW, THEREFORE, it is agreed between Zuccaro, on his own behalf and as Stockholders’ Representative of the Former Interest Holders, and Martek, as follows:

     1. Zuccaro, on his own behalf and as Stockholders’ Representative of the Former Interest Holders, represents and warrants:

          a. that he has the full power and authority to enter into this Agreement and bind all of the Former Interest Holders; specifically, pursuant to Section 7.3 of the Merger Agreement, Zuccaro has “full power and authority to represent all of the [Former Interest Holders] and their successors with respect to all matters arising under this Agreement and the Escrow Agreement and all actions taken by the Stockholders’ Representative hereunder and thereunder shall be binding on all such Former Interest Holders and their successors as if expressly confirmed and ratified in writing by each of them;” and

          b. that neither Zuccaro nor any of the Former Interest Holders has paid or given, directly or indirectly, any commission or other remuneration for soliciting the exchange of the Contingent Rights for the Settlement Shares contemplated hereby, and Zuccaro has no knowledge of any facts that would lead him to the conclusion that Martek is disqualified from relying on the exemption afforded by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the exchange of the Contingent Rights for the Settlement Shares.

     2. Martek, in reliance upon Zuccaro’s representation and warranty set forth in Section 1 hereof, and upon fulfillment of the terms and conditions contained in this Agreement, agrees to transfer to Zuccaro, on his own behalf and as Stockholders’ Representative of the Former Interest Holders, and Zuccaro, on his own behalf and as Stockholders’ Representative of the Former Interest Holders, agrees to accept, 341,061.499 shares of Martek Common Stock, par value $0.10 per share (the “Settlement Shares”), for the benefit of the Former Interest Holders in exchange for the Contingent Rights held by the Former Interest Holders, of which 8,000 shares of Common Stock (the “Escrow Shares”) shall be deposited into an escrow account established for the benefit of the Former Interest Holders pursuant to subsection (f) of this Section 2 (the “Escrow Account”), and 333,061.499 shares of Common Stock (the “Exchange Shares”) shall be distributed to the Former Interest Holders as set forth below.

          a. Attached as Schedule A hereto is a schedule of the Former Interest Holders setting forth, for each Former Interest Holder, its respective Contingent Rights, the Settlement Shares for which its Contingent Rights shall be exchanged, and its address. Zuccaro, on his own behalf and as Stockholders’ Representative of the Former Interest Holders, hereby acknowledges that he has reviewed the information contained on Schedule A and, to his knowledge, the information on Schedule A is correct and complete with respect to each of the Former Interest Holders. As promptly as reasonably practicable following the Settlement Date, Martek shall deposit with Registrar & Transfer Company or another bank or trust company designated as the

exchange agent by Martek (the “Exchange Agent”) certificates representing the Settlement Shares, together with cash in an amount sufficient to permit the payment of cash in lieu of fractional shares pursuant to subsection (j) of this Section 2.

          b. As soon as practicable after the Settlement Date, Martek shall use its reasonable efforts to cause the Exchange Agent to send to each Former Interest Holder, in accordance with Schedule A, a certificate of acknowledgment (the “Acknowledgement Certificate”) which (i) shall contain, for those Former Interest Holders who have previously received certificates representing Contingent Rights (“Contingent Rights Certificates”), instructions for use in effecting the surrender of the Contingent Rights Certificates, (ii) shall request, from those Former Shareholders who have not previously received Contingent Rights Certificates, an acknowledgment to such effect; and (iii) shall require, for each Former Interest Holder, an acknowledgement that such Former Interest Holder has agreed to relinquish any rights such Former Interest Holder may have in the Contingent Rights in exchange for such Former Interest Holder’s portion of the Settlement Shares. Each Former Interest Holder shall also acknowledge that delivery of the Acknowledgment Certificate and, if applicable, Contingent Rights Certificates, shall be effected and risk of loss and title to any Contingent Rights Certificates shall pass, only upon actual delivery thereof to the Exchange Agent. Upon submission to the Exchange Agent of a duly executed Acknowledgement Certificate and, if applicable, a Contingent Rights Certificate for cancellation, such Former Interest Holder shall be entitled to receive in exchange therefor (A) a certificate representing the number of whole Settlement Shares into which

the Contingent Rights represented by the submitted Acknowledgment Certificate were converted as of the Settlement Date, and (B) cash in lieu of any fractional Settlement Share in accordance with subsection (j) of this Section 2, and any Contingent Rights Certificates so surrendered shall then be canceled. Until surrendered as contemplated by this Section 2, any Contingent Rights Certificate, from and after the Settlement Date, shall be deemed to represent only the right to receive, upon such surrender, the number of Settlement Shares set forth with respect to such Contingent Rights Certificate on Schedule A hereto.

          c. If any certificate representing Settlement Shares or any cash is to be issued or paid to any person other than the registered holder of the Contingent Rights surrendered in exchange therefor, it shall be a condition to such exchange that such third party be designated on the Acknowledgment Certificate and any surrendered Contingent Rights Certificate shall be properly endorsed and otherwise in proper form for transfer and such person either (i) shall pay to the Exchange Agent any transfer or other taxes required as a result of the issuance of such certificates of Common Stock and the distribution of such cash payment to such person or (ii) shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Martek or the Exchange Agent shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Agreement to any Former Interest Holder such amounts as Martek or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax law. To

the extent that amounts are so withheld by Martek or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Former Interest Holder in respect of which such deduction and withholding was made by Martek or the Exchange Agent. All amounts in respect of taxes received or withheld by Martek shall be disposed of by Martek in accordance with the Code or such state, local or foreign tax law, as applicable.

          d. If any previously received Contingent Rights Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Former Interest Holder claiming such Contingent Rights Certificate to be lost, stolen or destroyed, Martek shall issue in exchange for such lost, stolen or destroyed Contingent Rights Certificate the Settlement Shares and pay any cash in lieu of fractional shares in respect of such Contingent Rights Certificate. The owner of such lost, stolen or destroyed Contingent Rights Certificate shall indemnify Martek against any claim that may be made against Martek with respect to the Contingent Rights Certificate alleged to have been lost, stolen or destroyed.

          e. Delivery of the Settlement Shares by Martek in exchange for the Contingent Rights shall wholly and completely discharge Martek