AMENDED AND RESTATED RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT

Exhibit 10.42

Portions of this exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by a series of asterisks.

Execution Copy

AMENDED AND RESTATED

RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT

AMONG

NEOSE TECHNOLOGIES, INC.

AND

NOVO NORDISK A/S

AND

NOVO NORDISK HEALTH CARE AG

DATED AS OF OCTOBER 31, 2006

Table of Contents

		Page
1.   DEFINITIONS			1
2.   CONDUCT OF THE PROJECT AND COMMERCIALIZATION EFFORTS			8
3.   FEES AND DEVELOPMENT PAYMENTS			10
4.   PRODUCT PAYMENTS AND ROYALTIES			13
5.   INTELLECTUAL PROPERTY GRANTS AND RIGHT OF NEGOTIATION			15
6.   OWNERSHIP OF INTELLECTUAL PROPERTY			17
7.   BLOCKING PATENTS			27
8.   SUPPLY AGREEMENT			28
9.   CONFIDENTIALITY			28
10.   REPRESENTATIONS AND WARRANTIES			30
11.   INDEMNIFICATIONS AND LIMITED LIABILITY			31
12.   TERM AND TERMINATION			33
13.   DISPUTE RESOLUTION			35
14.   GOVERNMENT APPROVAL			35
15.   NEGATIVE COVENANTS			36
16.   MUTUAL COOPERATION			37
17.   MISCELLANEOUS			37

AMENDED AND RESTATED

RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT

     This AMENDED AND RESTATED RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT ( “ Agreement ” ), is dated as of October 31, 2006 (the “ Restatement Date ”), among Neose Technologies, Inc., a Delaware corporation ( “ Neose ” ), and Novo Nordisk A/S , a Danish corporation, and Novo Nordisk Health Care AG , a Swiss Corporation (collectively, “ Novo ” ).

BACKGROUND

     Neose and Novo are parties to two Research, Development and License Agreements, dated September 30, 2002 and October 28, 2002, respectively, relating to the use of Neose’s technologies on Novo’s recombinant human Factor VII and Factor VIIa. Additionally, Novo and Neose entered into a Research, Development and License Agreement dated November 17, 2003, as amended by letter agreements dated December 18, 2003 and October 12, 2004 and by Amendment Number 3 dated December 15, 2005 (collectively, the “ Amendments ”), respectively (as so amended, the “ Original Agreement ”), pursuant to which Novo and Neose are collaborating to develop a long-acting Factor VII compound.

     Novo and Neose desire to amend and restate the Original Agreement to further amend the Original Agreement and to incorporate all of the Amendments into one document.

     Contemporaneously with the execution and delivery of the Original Agreement, Neose and Novo entered into another Research, Development and License agreement regarding coagulation Factors VIII and IX.

TERMS

      NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained in this Agreement, and intending to be legally bound hereby, Novo and Neose agree as follows:

      1. DEFINITIONS. Capitalized terms not otherwise defined shall have the meaning set forth in this Section 1 .

           1.1 “ ****** ” means any New Product that incorporates a ****** .

           1.2 “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. Without limiting the foregoing, a Person shall be regarded as in control of another Person if it owns, or directly or indirectly controls, more than fifty percent (50%) of the voting stock or other ownership interest of the other Person.

           1.3 “ Blocking Patent ” means any Patent Rights claimed to be owned or Controlled by a Third Party with respect to which Patent Rights an assertion is being made by or on behalf of the Third Party that the use of the Neose Technology under this Agreement infringes such Person’s Patent Rights.

           1.4 “ Calendar Quarter ” means any of the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31 during the Term.

           1.5 “ Calendar Year ” shall mean the respective periods of twelve (12) consecutive calendar months ending on December 31 during the Term.

           1.6 “ Carved Factor VII Claims ” shall mean any Potential Carved Factor VII Claim with respect to which the parties have filed, in accordance with Section 6.4.2 , a separate patent application.

           1.7 “ Commercially Reasonable Efforts ” shall mean efforts and resources normally used by a Party in similar undertakings, taking into account the proprietary position of the product or technology involved, the regulatory structure involved, the profitability of such undertaking, the competitiveness of the relevant marketplace, and other relevant factors.

           1.8 “ Commercial Sale ” means any sale of a New Product by Novo, its Affiliates, or Sublicensees to a Person other than their respective Affiliates or Neose.

           1.9 “ Confidential Information ” shall mean any of the Disclosing Party’s proprietary or confidential information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, the identity of the Novo Materials, information relating to the Novo Materials, service plans, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, distribution and sales methods and systems, sales and profit figures, finances and other business information disclosed to the Recipient by or on behalf of the Disclosing Party, either directly or indirectly, in writing, orally or by drawings or inspection of documents or other tangible property.

           1.10 “ Control ” or “ Controlled ” means possession of the ability of one party to grant the licenses or sublicenses to the other party as provided for herein without violating the terms of an agreement or other arrangement with a Third Party existing before or after the Effective Date.

           1.11 “ Designated Representative ” means, in the case of Neose, its President and Chief Executive Officer, or such other person designated by Neose in writing from time to time to Novo, and, in the case of Novo, its Executive Vice President and Chief Science Officer, or other such other person designated by Novo in writing from time to time to Neose.

           1.12 “ Disclosing Party ” is used as defined in Section 9.1 .

           1.13 “ Effective Date ” shall mean the date of execution of the Original Agreement by both Parties.

           1.14 “ Factor VIII and IX Agreement ” means the Research, Development and License Agreement between Neose and Novo with respect to coagulation Factor VIII and IX, entered into contemporaneously with the execution of the Original Agreement.

           1.15 “ FDA ” means the United States Food and Drug Administration and any successor agency.

           1.16 “ Field of Use ” means the development and commercial manufacture of New Product for ****** .

           1.17 “ GMPs ” shall mean current good manufacturing practices for the methods to be used in, and the facilities and controls to be used for, the manufacture, processing, packing and holding of biological products, all as set forth from time to time by the FDA, including all amendments and supplements thereto throughout the term of this Agreement.

           1.18 “ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

           1.19 “ Improvements ” means any and all developments, discoveries, inventions, additions, amendments, modifications, ideas, processes, methods, compositions, formulae, techniques, information and data, whether or not patentable, conceived, developed or reduced to practice, that improve or beneficially change, or enhance the economic and technical attributes of, any Know-How or Patent Rights or any process, device or composition.

           1.20 “ IND ” means an application for an Investigational Exemption for a New Drug filed with the FDA, or any comparable filing made with a regulatory authority outside the United States.

           1.21 “ Joint Improvements ” means any and all Improvements made, conceived or reduced to practice jointly by Neose and Novo in the conduct of the Work Plan under this Agreement, whether patentable or not, other than Neose Improvements and Novo Improvements.

           1.22 “ Know-How ” means any and all formulae, procedures, processes, methods, designs, know-how, show-how, trade secrets, discoveries, inventions (whether or not patentable), patent applications, licenses, software and source code, programs, prototypes, designs, discoveries, techniques, methods, ideas, concepts, data, engineering and manufacturing information, electronic control circuits, specifications, diagrams, drawings, schematics, blueprints and parts lists and other proprietary information, rights and works of authorship, whether or not reduced to writing.

           1.23 “ M1 Profile for the New Product ” means the parameters for candidate selection required for PEG-F7a set forth on Exhibit 1.23 , as amended from time to time in accordance with Section 2.2 .

           1.24 “ Mutual Nondisclosure Agreement ” means the Amended and Restated Mutual Nondisclosure Agreement between the Parties dated November 25, 2002.

           1.25 “ Neose Exclusive Compounds ” shall mean any and all forms of ****** including, but not limited to, with respect to either of the foregoing: full length proteins, truncated proteins, fusion proteins, analogs, mutants, splice variants, and conjugates with other molecular entities such as proteins, peptides, organic or inorganic substances.

           1.26 “ Neose Improvements ” means any and all Improvements relating to the Neose Technology made, conceived, or reduced to practice by (i) either Neose or Novo or both in the conduct of the Work Plan under this Agreement, (ii) either Neose or Novo or both under this Agreement, (iii) Novo in the practice of any Neose Technology under the licenses granted to Novo in Section 5.1 , or (iv) Novo in the conduct of any activity using any Ownership Rights assigned to Novo pursuant to Section 6.4.1 , in each case of (i), (ii), (iii) or (iv), other than the Novo Materials, the Novo Materials modified using the Neose Technology and New Product. Specifically excluded from “Neose Improvements” are (1) formulations, combinations and methods of treatment to the extent relating to Novo Materials, the Novo Materials modified using the Neose Technology and New Products and (2) analytical techniques and purification methods invented, developed or reduced to practice solely by Novo that did not originate from or are not derived from Neose (collectively, the “ Techniques ”)

           1.27 “ Neose Improvement Claim ” shall mean any Neose License Claim that relates to a Neose Improvement.

           1.28 “ Neose Intellectual Property ” means Neose Technology and the Neose Improvements.

           1.29 “ Neose License Claim ” shall mean a claim in or supportable by Patent Rights listed in Section 16.2 (including any Patent Rights claiming priority to such listed rights) and Controlled by Novo encompassing within its scope: (i) any methods of ****** ; (ii) any compositions-of-matter or methods of treatment specifically naming Neose Exclusive Compounds derived from or used in the practice of such methods described in clause (i) above; (iii) any compositions-of-matter or methods of treatment related to any compound other than the Neose Exclusive Compounds, any and all forms of ******, or Novo Materials derived from or used in the practice of such methods described in clause (i) above; wherein any claim encompassed by clauses (i), (ii) or (iii) must also be encompassed within the scope of a claim supportable by any Patent Right listed in the listing of patents and patent applications dated October 13, 2006 which has been certified by Neose and delivered to Novo prior to the date hereof; or (iv) any Neose Improvements made or reduced to practice by Novo.

           1.30 “ Neose Patents ” means (a) all Patent Rights relating to methods and processes for glycosylation design and remodeling of proteins, peptides and antibodies that are Controlled by Neose, including, but not limited to: (i) the Patent Rights listed in Exhibit 1.30 , (ii) the Patent Rights developed by Neose in the conduct of the Work Plan during the Term of this Agreement, and (iii) any later acquired Patent Rights Controlled by Neose and used to develop any New Product, and (b) all Patent Rights Controlled by Neose that would be infringed by the research, development (including clinical development), manufacture, making, use, marketing, promotion, sale, offer for sale, distribution, import and export of New Products in the Territory.

           1.31 “ Neose Project-Related Costs ” means Neose’s costs of conducting the Work Plan, which shall be determined in accordance with this Agreement and calculated as follows: (i) with respect to personnel, at the rate of ****** ; and (ii) with respect to materials, at the ****** .

           1.32 “ Neose Technology ” means the Neose Patents and any Know-How Controlled by Neose relating to methods and processes for the ****** , including, without limitation, its GlycoAdvance®, GlycoPEGylation™ and GlycoConjugation™ technologies, and other ****** processes, and all Know-How resulting from work conducted by Neose during the Term.

           1.33 “Net Sales” means proceeds from Commercial Sales of New Products by Novo, its Affiliates or Sublicensees to Third Parties, after deducting (to the extent actually incurred or reasonably estimated and accrued in accordance with Generally Accepted Accounting Principles in the United States and to the extent not already deducted in the amount invoiced): (i) reasonable trade, cash and quantity discounts or rebates (other than price discounts granted at the time of sale), reasonable service allowances and reasonable required agent’s commissions, if any, allowed or paid, (ii) credits or allowances actually given or made for rejection or return of previously sold products or for retroactive price reductions (including Medicare, Medicaid, and/or discounts and similar types or rebates and/or discounts), (iii) taxes, duties or other governmental charges levied on or measured by the billing amount (excluding income and franchise taxes), as adjusted for rebates and refunds, and (iv) charges actually incurred for freight and insurance directly related to the distribution of New Products (excluding amounts reimbursed by Third Party customers). A “Commercial Sale of a New Product” is deemed to occur when the invoice is issued, or if no invoice is issued, upon the earlier of shipment or transfer of title in the New Product to a Third Party. In the event that New Product is sold or distributed for use in combination with or as a component of another product or products (a “Combination Product”), the calculation of Net Sales from such Combination Product shall be determined as set forth below:

If all of the active ingredient components of a Combination Product are also sold separately and in identical strengths to those contained in the Combination Product, then the following shall apply: Net Sales shall be calculated as set forth above on the basis of the gross invoice price of a New Product containing the same weight of the licensed active ingredient constituent sold independently [A], divided by the sum of the gross invoice price of all of the active ingredient constituents sold independently [B + A], multiplied by the gross invoice price of the Combination Product, as shown by the following formula:

		Net Sales =		[A]		x [gross invoice price of the Combination Product]
				[B + A]

The distribution costs associated with any Combination Product will be allocated in the same proportion among the licensed active ingredient components and all other active ingredient components.

If the active ingredient components of a Combination Product are not sole separately in identical strengths to those contained in the Combination Product, then the parties agree to negotiate in good faith the calculation of Net Sales with regard to such Combination Product.

           1.34 “ New Product ” shall mean the following: (a) any of the Novo Materials modified using either (i) the Neose Technology, (ii) any Neose Improvements, or (iii) any combination of all or some of (i) and (ii) above, and (b) any Novo Materials covered by any Carved Factor VII Claims (except to the extent such claims constitute Novo Improvements) .

           1.35 “ Novo Improvements ” means any and all Improvements that are related to the Novo Materials and/or any of the New Products made, conceived or reduced to practice by Novo or Neose or both, other than Neose Improvements.

           1.36 “ Novo Materials ” means any and all forms of Factor VII and Factor VIIa, including, but not limited to, full length rFVII, truncated rFVII, ****** such as ****** substances.

           1.37 “ Novo Technology ” means the Patent Rights and Know-How Controlled by Novo relating to the Novo Materials .

           1.38 “ Ownership Rights ” means any and all right, title and interest under patent, copyright, trade secret and trademark law, or any other intellectual property or other law, in and to any Know-How, Patent Rights, or Improvements.

           1.39 “ Parties ” means Neose and Novo, collectively.

           1.40 “ Party ” means Neose or Novo, as the context requires, or each of Neose and Novo, individually.

           1.41 “ Patent Rights ” shall mean individually and collectively any and all patents and/or patent applications and provisional applications, all inventions disclosed therein, and any and all continuations, continuations-in-part, continued prosecution applications, divisions, renewals, patents of addition, reissues, confirmations, registrations, revalidations, revisions and re-examinations thereof, utility models, petty patents, design registrations and any and all patents issuing therefrom and any and all foreign counterparts thereof and extensions of any of the foregoing including without limitation extensions under the U.S. Patent Term Restoration Act, extensions under the Japanese Patent Law, and Supplementary Protection Certificates (SPCs) according to Counsel Regulation (EEC) No. 1768/92 and similar extensions for other patents under any applicable law in any country of the world.

           1.42 “ Permit ” means any governmental or regulatory filing, submission, approval, permit or license that is required by applicable law in any jurisdiction worldwide for clinical trials, Commercial Sales or other use of any of the New Products.

           1.43 “ Person ” means an individual, corporation, partnership, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, government, governmental agency, authority or instrumentality, or any other form of entity not specifically listed in this Agreement.

           1.44 “ Potential Carved Factor VII Claims” shall mean ****** .

           1.45 “ Product-Candidate ” means any new ****** product-candidate Controlled by Neose during the Term.

           1.46 “ Project ” means the project to be conducted hereunder by the Parties in accordance with the Work Plan.

           1.47 “ Project Manager ” means the project managers described in Section 2.4.1 .

           1.48 “ Reagents ” means the enzymes and sugar nucleotides required to use the Neose Technology in the manufacture of New Products.

           1.49 “ Recipient ” is used as defined in Section 9.1 .

           1.50 “ Regulated Market ” means any jurisdiction worldwide that requires a Permit for clinical trials, Commercial Sales or any other use of a New Product.

           1.51 “ Regulatory Approval ” means any marketing authorization (including authorizations approving a Biologics License Application) required for a New Product, exclusive of any pricing or third-party reimbursement approval.

           1.52 “ Required Agreement ” means any agreement with a Sublicensee required under Section 5.1.3 .

           1.53 “ ****** ” ****** .

           1.54 “ Steering Committee ” means the steering committee established pursuant to Section 2.4.2 , or any successor group appointed by the Parties.

           1.55 “ Sublicensee ” means a sublicensee of Novo’s rights under Section 5.

           1.56 “ Supply Agreement ” means the supply agreement to be entered into between Neose and Novo in accordance with Section 8 .

           1.57 “ Territory ” means the world .

           1.58 “ Term ” means the term of this Agreement, which shall commence on the Restatement Date and shall expire or terminate as described in Section 12 .

           1.59 “ Third Party ” means any Person other than Novo, Neose, or their respective Affiliates.

           1.60 “ Valid Patent Claim ” means a claim of an issued and unexpired patent forming part of the Neose Patents or the Carved Factor VII Claims that has not been held revoked, unenforceable or invalid by a decision of a court or other government agency of competent jurisdiction, or unappealable or unappealed within the time allowed for appeal, or which has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise. For the purposes of determining royalties due and payment obligations under this Agreement, any claim being prosecuted in a pending patent application included in the Neose Patents or the Carved Factor VII Claims shall be deemed a Valid Patent Claim, provided that such claim is not pending, other

than because of any action taken by Novo or Affiliate of Novo, ****** in which the subject matter of the claim is disclosed, after which period it shall cease to be considered a Valid Patent Claim until the patent issues.

           1.61 “ Work Plan ” means the Work Plan attached hereto as Exhibit 2.2, and, unless otherwise specified, as amended from time to time in accordance with Section 2.2 .

      2. CONDUCT OF THE PROJECT AND COMMERCIALIZATION EFFORTS

           2.1 Conduct. Commencing promptly after the Restatement Date, Neose and Novo will continue to use Commercially Reasonable Efforts to carry out their respective obligations under the Work Plan.

           2.2 Creation and Modification of Work Plan. Attached hereto as Exhibit 2.2 is the Work Plan, setting forth a project summary and timetable for the research and development, scale-up and technology transfer activities to be conducted under this Agreement. Neose shall be responsible for the development of validated, GMP processes for the production of Reagents for use in the manufacture of New Products and protocols for the use of the Reagents in the manufacture of New Products by Novo, all as set forth in Exhibit 2.2 . The Work Plan may be amended or modified from time to time, but only in a writing signed by each Party’s Designated Representative and specifying the Parties’ estimate of any additional Neose Project-Related Costs that will be paid by Novo as a result of such amendment.

           2.3 Funding.

                2.3.1 Estimate. The Neose Project-Related Costs are estimated to be ****** , plus the cost of materials. This estimate is based upon the Work Plan set forth in Exhibit 2.2. If the Parties amend the Work Plan in a manner that requires any new product or service to be provided by Neose (e.g., a new Reagent, expression system, scale up activity) which is not currently incorporated in the Work Plan, the Parties shall agree in writing on any increase in the Neose Project-Related Costs that are authorized in connection with such amendment.

                2.3.2 Payment. Novo will pay for the Neose Project-Related Costs ****** . No earlier than thirty (30) days before the beginning of each Calendar Quarter following the Restatement Date, Neose will invoice Novo for such amount based on a budgeted estimate of Neose Project-Related Costs for such Calendar Quarter. Within thirty (30) days after the end of each Calendar Quarter, Neose shall submit to Novo a written report setting forth the actual Neose Project-Related Costs for such Calendar Quarter, and shall, as applicable, pay to Novo any amounts paid by Novo for such Calendar Quarter in excess of the actual Neose Project-Related Costs shown in such report, or invoice Novo for any additional amounts owed hereunder. Novo will pay all invoices delivered under this Section 2.3 within ****** days after receipt.

           2.4 Management of Project

                2.4.1 Project Managers. The Project Managers existing as of the Restatement Date are Henning Stennicke for Novo and Megan Townsend for Neose and each shall remain the Project Managers immediately following the Restatement Date. The Project Managers shall keep each other reasonably informed of the progress under the Work Plan and shall be responsible for maintaining appropriate records of the deliberations and decisions of the Project Managers and the Steering Committee. The Project Managers shall be responsible for overseeing and directing the day-to-day activities conducted at their respective sites in accordance with the Work Plan and suggesting changes for consideration by the Steering Committee. A Party may change its Project Manager at any time, and from time to time, effective upon notice to the other Party of such change.

                2.4.2 Establishment and Responsibilities of Steering Committee. As of the Restatement Date the Steering Committee will consist of Søren Bjørn, Peter Nielsen and Ulla Grove Sidelman representing Novo and David A. Zopf, M.D., Kathryn J. Gregory and Elliot Morales, Jr. representing Neose. The responsibilities of the Steering Committee are to monitor the progress of the Work Plan, to evaluate and recommend to the Parties any proposed amendments or modifications to the Work Plan and the costs thereof, to approve and monitor compliance with any publication policy provided to it by Novo, and to carry out all other obligations assigned to it under this Agreement or by the Parties. Each Party may designate a co-chairperson and secretary of the Steering Committee.

                2.4.3 Action by Steering Committee and Dispute Resolution. The Steering Committee shall consist of such number of members and alternate members as the Parties may determine from time to time. Each Party shall appoint fifty percent (50%) of the permanent and alternate members of the Steering Committee. The members of the Steering Committee shall include members of senior management of each Party. The members of the Steering Committee representing a Party and present at a meeting shall have one vote, collectively. If the Steering Committee cannot reach agreement on any matter, ****** shall be entitled to ****** ; provided, however, that if the Steering Committee cannot reach agreement on any matter involving a change in the scope of work to be conducted by ****** under the Work Plan, the schedule of the work to be conducted by ****** under the Work Plan, or the ****** , such dispute shall resolved in accordance with Section 13 .

                2.4.4 Changes to Steering Committee. Each Party may remove and replace its representatives on the Steering Committee at any time, without cause, upon written notice to the other Party. An alternate member designated by a Party shall be entitled to participate in the absence of a permanent member designated by such Party. All references to “ members ” in this Agreement refer to the then permanent members of the Steering Committee and any alternate member acting in the place of a permanent member.

                2.4.5 Meetings. Regular meetings of the Steering Committee shall be scheduled by the Project Managers or the secretary of the Steering Committee designated by either Party. Special meetings of the Steering Committee may be called by the Project Managers or by

any two or more members, at least one of whom represents each Party. Meetings may be in person or by teleconference or videoconference, and notice of meetings may be by email. Each Party will bear its own costs in connection with the management of the Project and the Steering Committee.

                2.4.6 No Waiver. No action, nor any failure to act, by the Steering Committee shall alter, amend, waive or otherwise affect the obligations of the Parties under this Agreement. The Parties may amend this Agreement only in accordance with Section 15.6 , and a Party may waive any of its rights under this Agreement only in accordance with Section 15.9 .

           2.5 Cooperation. Throughout the Project, each Party shall cooperate with the other in the conduct of the Work Plan, and will provide such information in its possession or under its Control to the other Party as is reasonably necessary for the other Party to comply with and satisfy the requirements of any and all international, national, state, local or other laws, treaties, rules, procedures or regulations for purposes of this Agreement, or to carry out its obligations under this Agreement.

           2.6 Permits. Prior to the commencement of any clinical trials, Commercial Sales or other use of any New Product in a Regulated Market, Novo shall obtain at its expense all Permits required for such activity in the applicable jurisdictions. Novo shall submit all applications for Permits for the New Products in the name of Novo or its Affiliates. Novo shall hold all such Permits, if and when granted, in its name alone. Neose, at Novo’s expense, shall provide reasonable assistance and technical support to Novo in obtaining the Permits for the New Products. Novo shall pay all expenses with respect to obtaining the Permits for the New Products including, without limitation, the cost of clinical trials and preparation and prosecution of permit applications. Novo shall be solely responsible for renewing any Permits at its expense. Neose shall supply Novo, at Novo’s expense, with Reagents for producing New Products under the terms and conditions of the Supply Agreement.

           2.7 Additional Development and Commercialization Activities. Except as set forth in the Work Plan or the Supply Agreement, Neose shall not have any obligation to perform any further research, development, technology transfer, technical support, improvements, modifications, or other activities. Novo shall use Commercially Reasonable Efforts to obtain Regulatory Approvals for, and Commercial Sales of, each New Product.

      3. FEES AND DEVELOPMENT PAYMENTS

           3.1 License Fee. In consideration of the licenses granted by Neose under this Agreement and the Factor VIII and IX Agreement, Novo paid Neose a one-time, nonrefundable upfront fee of ****** within ten (10) days after the Effective Date.

           3.2 Milestone Payments Relating to Development of the New Product. In consideration of the development efforts of Neose under the Work Plan, Novo shall pay Neose the amount of each milestone payment set forth in this Section 3.2 with respect to the development of the New Product. With respect to the milestone payment described in Section 3.2.1 the Parties agree that Neose shall have earned the right to receive a milestone payment solely as a result of the achievement of the milestone event. With respect to the milestone payments described in Sections 3.2.2 through 3.2.8 , the Parties agree that Neose shall have earned the right to receive a milestone

payment, and Novo shall be obligated to pay the milestone payment and shall have met its diligence obligations with respect to the milestone, in each case, as a result of either (i) the achievement of the milestone event prior to the occurrence of the corresponding anniversary date or (ii) the occurrence, alone, of the corresponding anniversary date.

                3.2.1 ****** for the achievement of In Vivo Biological Success, defined as improved pharmacokinetics of New Product (modified) in dogs when compared to Novo Materials (unmodified) as follows: ****** , using the assay attached hereto as Exhibit 3.2.1 . The New Product and Novo Materials will be administered in equi-molar concentrations.

                3.2.2 ****** upon the earlier to occur of: (i) the first date on which there shall be a candidate which has been shown to meet the ****** for the New Product, and Neose shall have delivered to Novo ****** for the production of such candidate; and (ii) the ****** anniversary of the Effective Date.

                3.2.3 ****** upon the earlier to occur of ****** of an ****** with respect to the New Product or the ****** anniversary of the achievement of the milestone (or occurrence of the date) described in Section 3.2.2 above.

                3.2.4 ****** upon the earlier of ****** of the ****** of the New Product ****** or the ****** anniversary of the achievement of the milestone (or occurrence of the date) described in Section 3.2.3 above.

                3.2.5 ****** upon the earlier to occur of ****** of the ****** of the New Product or the ****** anniversary of the achievement of the milestone (or occurrence of the date) described in Section 3.2.4 above.

                3.2.6 ****** upon the earlier to occur of the first ****** for the New Product or the ****** anniversary of the achievement of the milestone (or occurrence of the date) described in Section 3.2.5 above.

                3.2.7 ****** upon the ****** of the New Product in ****** .

                3.2.8 ****** upon the ****** of the New Product in ****** .

           3.3 Restriction on Multiple Milestone Payments. The Parties acknowledge and agree that at anytime prior to the ****** for the New Product, the Steering Committee may decide to continue the development of the New Product solely with a back-up candidate if a candidate initially taken into development should fail for ****** reasons, including, but not limited to, ****** , or the occurrence of ****** . In the event that the Steering Committee makes such a decision, this Agreement shall be amended to reflect, among other things, the resulting changes to the Work Plan and the Neose Project-Related Costs mutually agreed upon by the Parties. In such event, Novo ****** be required to ****** each of the milestone payments set forth in Sections 3.2.2 through 3.2.5 .

           3.4 Coordination with Factor VIII and IX Agreement. The Parties agree that it may be appropriate to adjust one or more of the anniversary dates set forth in Sections 3.2.2 through 3.2.5 as a result of ****** limitations (e.g., ****** ) that may be encountered by Novo if the

New Product and either or both of the products being developed under the Factor VIII and IX Agreement are scheduled to pass through the same ****** at the same time. Novo may request such an adjustment at any time, and from time to time, by providing notice of the proposed adjustment to Neose. Promptly after receipt of such a notice, the Steering Committee shall meet to evaluate the request. Within thirty (30) days after Novo provides such notice, the Steering Committee shall provide a written recommendation to both Parties with respect to such request. Within fifteen (15) days after receipt of any such recommendation, the Steering Committee shall meet to discuss the recommendation and, if mutually agreeable, to negotiate and propose to the Parties the terms of amendment(s) to the Work Plan and this Agreement which would permit Novo to continue developing the New Product and the ****** Factor VIII and IX ****** in a practical and efficient manner, with the goal of minimizing the aggregate time to market for the New Product and the ****** Factor VIII and IX ****** .

           3.5 Milestone Payments Relating to Development of the ****** . In consideration of the development efforts of Neose under the Work Plan related to the ****** , Novo shall pay Neose the amount of each milestone payment set forth in this Section 3.5 . The Parties agree that Neose shall have earned the right to receive each respective milestone payment set forth in this Section 3.5 , and Novo shall be obligated to pay such milestone payment, in each case, as a result of either (i) the achievement of the milestone set forth for such payment, or (ii) the failure by Novo to inform Neose within 30 days after the receipt of the material, results or data provided by Neose that the applicable milestone set forth in Sections 3.5.1 or 3.5.2 was not achieved. For each milestone set forth in Sections 3.5.1 and 3.5.2 , upon the occurrence of (i) or (ii) above, Neose shall issue an invoice to Novo and payment of the respective milestone payment shall be due upon the later of (a) 30 days following the receipt of such invoice by Novo and (b) January 1, 2006.

                3.5.1 Novo will pay Neose ****** upon delivery of approximately ****** of ****** ( ****** ) meeting the ****** criteria set forth in Exhibit 3.5 or as provided in clause (i) of Section 3.5 . The Parties acknowledge that the amount set forth in this Section 3.5.1 has been paid prior to the Restatement Date.

                3.5.2 Novo will pay Neose ****** upon the delivery of approximately ****** of ****** meeting the ****** criteria set forth in Exhibit 3.5 or as provided in clause (ii) of Section 3.5 .

                3.5.3 In the event that, notwithstanding good faith efforts on the part of Neose to meet the milestones set forth in Section 3.5.1 and 3.5.2 , neither milestone has been met by Neose, Novo will pay the milestone payments provided for in Sections 3.5.1 and 3.5.2 upon delivery by Neose to Novo of ****** for use in the production by Novo of ****** .

      4. PRODUCT PAYMENTS AND ROYALTIES

           4.1 Royalties on Net Sales . Novo will pay to Neose royalties as a percentage of annual Net Sales of each New Product during the Term at the applicable rates set forth in this Section 4.1 and in accordance with this Section 4 :

                4.1.1 ****** of annual Net Sales of the New Product up to ****** .

                4.1.2 ****** of annual Net Sales of the New Product over ****** .

           4.2 Minimum Royalties. Commencing with the first ****** of the ****** full Calendar Year following the First Commercial Sale of New Product, Novo will pay minimum royalties in respect of the New Product for such Calendar Year and ****** during the Term, in the amounts set forth in this Section 4.2 and in accordance with this Section 4 :

                4.2.1 For the ****** Calendar Year following the First Commercial Sale of the New Product: ****** .

                4.2.2 For the ****** Calendar Year following the First Commercial Sale of the New Product: ******.

                4.2.3 For the ****** Calendar Year following the First Commercial Sale of the New Product and ****** thereafter: ****** .

All minimum royalty payments made in accordance with this Section 4.2 shall be ****** against royalties payable under Section 4.1 in respect of the New Product in the same or any subsequent Calendar Quarter during the same Calendar Year.

           4.3 Competitive Product(s). If a Competitive Product (as defined below in this Section 4.3 ) reaches a ****** equal to or greater than ****** percent ( ****** %) of the market for a New Product marketed by Novo, then the royalties otherwise payable in accordance with Section 4.1 , and the minimum royalties otherwise payable in accordance with Section 4.2 , with respect to the New Product shall be ****** by the applicable percentage set forth below:

      Market Share of Competitive Product ****** Royalty Rate Otherwise Payable

          More than ******

          More than ******

          More than ******

          More than ******

For purposes of this Section 4.3 , “ Competitive Product ” means any product marketed by a Third Party that is not a Sublicensee of Novo, which product is a ****** Factor VIIa with a ****** substantially equivalent to or better than the ****** of the New Product marketed by Novo.

           4.4 Royalty Payments. Novo shall make royalty payments to Neose on a quarterly basis, within forty-five (45) days after the end of each Calendar Quarter. Royalty payments due under Section 4.1 shall commence, with respect to each New Product in each country, on the date of first Commercial Sale in such country.

           4.5 Currency Conversion. If any currency conversion from a foreign currency into United States Dollars shall be required in connection with the calculation of Net Sales, such conversion shall be made using the average exchange rate for the applicable Calendar Quarter, as reported by the Wall Street Journal .

           4.6 Payment Reports. Within forty-five (45) days after the close of each Calendar Quarter, Novo shall furnish to Neose a written report showing in reasonably specific detail, on a country-by-country basis for each New Product:

                4.6.1 All Net Sales of the New Product during such quarter expressed in United States Dollars.

                4.6.2 The exchange rates used in determining Net Sales of the New Product in United States Dollars in accordance with Section 4.5 .

                4.6.3 Royalties payable in United States Dollars based upon such Net Sales of the New Product during such quarter.

           4.7 Payment Method . Novo shall make all payments under this Agreement in United States Dollars by bank wire transfer in immediately available funds to Hudson United Bank, ABA # ****** , Acct Name: Neose Technologies, Inc., Acct # ****** , or to such other account as Neose shall designate to Novo in writing before such payment is due.

           4.8 Records; Audits. Novo shall, and shall cause its Affiliates and Sublicensees, if any, to keep complete, true, and accurate books of account and records in connection with the production and Commercial Sales of New Products in sufficient detail to permit accurate determination of all figures necessary for verification of payments required to be made by Novo under this Agreement. Novo shall, and shall cause its Affiliates and Sublicensees, if any, to, maintain such records for at least ****** years following the end of the quarter to which such books and records pertain. Neose shall have the right, at its expense, through a certified public accounting firm reasonably acceptable to Novo, to examine the records required to be maintained by Novo, its Affiliates and Sublicensees under this Section 4.8 upon reasonable notice and during regular business hours prior to the termination or expiration of this Agreement and for ****** years thereafter for the purpose of verifying the reports delivered pursuant to Section 4.6 provided that such examination shall not take place more often than once a year. Novo may require such certified public accounting firm to sign a confidential disclosure agreement prior to permitting such certified public accounting firm to have access to its books, records or facilities. Such accounting firm shall report to Neose only whether or not the reports submitted by Novo are accurate for the period covered and the details concerning any identified discrepancies. If any such audit uncovers an underpayment, Novo shall promptly pay to Neose the amount of such underpayment. If any such underpayment exceeds ****** of the amount due, Novo shall pay the entire expense of such audit within ****** after invoice.

           4.9 Taxes. Novo may deduct the amount of any taxes imposed on Neose which are required to be withheld or collected by Novo or its Sublicensees under the laws of any country from amounts owing to Neose hereunder to the extent Novo, its Affiliates or Sublicensees pay such withholding taxes to the appropriate governmental authority on behalf of Neose and promptly deliver to Neose a receipt or other proof of payment of such taxes.

      5. INTELLECTUAL PROPERTY GRANTS AND RIGHT OF NEGOTIATION

           5.1 Neose Technology. Subject to the terms and conditions of this Agreement, Neose hereby grants, and agrees to grant, to Novo, as of the Effective Date, the following rights and licenses:

                5.1.1 Exclusive License. As of the Effective Date, Neose hereby grants, and agrees to grant, to Novo an exclusive (even as to Neose), royalty-bearing license under the Neose Intellectual Property in the Field of Use during the Term, (i) to conduct research, sample, develop (including clinical development), manufacture, make, use, market, promote, sell, offer for sale, have sold, distribute, import and export New Products in the Territory, and (ii) to use the Reagents in the Territory solely for the purpose of making New Products. Such license does not permit Novo (x) to practice or use the Neose Intellectual Property outside the Field of Use or (y) to sublicense any of its rights without the prior written approval of Neose, except as provided in Section 5.1.2 .

                5.1.2 Limited Sublicense Rights. Novo shall be entitled to grant full sublicenses to its Affiliates and limited sublicenses to its distribution, marketing and/or sales partners, in each case, in compliance with the provisions of this Section 5.1.2 and Section 5.1.3 . In any sublicense granted under this Section 5.1. 2 to a Third Party that is not an Affiliate of Novo, Novo may grant the Sublicensee only the following rights: to market, promote, sell, offer for sale, have sold, distribute, import and export New Products for Novo. Novo shall not be entitled to disclose any Confidential Information of Neose to a non-Affiliate Sublicensee under a sublicense permitted to be granted under this Section 5.1.2 . Novo shall include in each sublicense granted under this Section 5.1.2 all of the terms and conditions necessary to ensure Novo’s compliance with this Agreement, and the provisions of Section 5.1.4 shall apply to each sublicense granted under this Section 5.1.2 .

                5.1.3 Required Agreement for Certain Proposed Sublicensees. Prior to entering into discussions with any proposed sublicensee, Novo shall identify the proposed sublicensee to Neose. If the proposed sublicensee is not an Affiliate of Novo, Novo shall obtain the approval of Neose prior to entering into such discussions and shall obtain the proposed sublicensee’s execution and delivery to Neose of a non-disclosure and non-use agreement substantially in the form attached hereto as Exhibit 5.1.3 . If the proposed sublicensee is an Affiliate of Novo, Novo may enter into the proposed sublicense without obtaining the approval of Neose if: (i) the sublicense between Novo and the Sublicensee/Affiliate provides that Neose is a third-party beneficiary of the Sublicense, and (ii) Neose receives an original fully executed copy of the sublicense between Novo and the Sublicensee/Affiliate within five (5) business days after its execution.

                5.1.4 Liability. Novo shall remain primarily liable to Neose for the performance by each Affiliate and Sublicensee in accordance with the terms and conditions of this Agreement, and each sublicense shall terminate upon the termination of this Agreement or any breach by the Sublicensee of the Required Agreement between Neose and the Sublicensee, if any.

                5.1.5 Reservation of Rights. Neose hereby reserves to itself all right, title and interest in and to the Neose Intellectual Property not expressly granted in Section 5.1 . Without limiting the foregoing, in no event shall this Agreement be construed to prohibit Neose from engaging in any of the following activities: (a) practicing the processes, methods and Know-How of the Neose Intellectual Property outside of the Field of Use, including, without limitation, with proteins that may be considered competitive with any of the New Products, subject, however, to Novo’s rights with respect to Product-Candidates under Section 5.3 ; (b) developing, making, using or selling proteins or Reagents, whether in conjunction with the Neose Intellectual Property or otherwise, outside of the Field of Use; or (c) entering into and performing agreements with Third Parties regarding any of the foregoing including, without limitation, research agreements, development agreements and licensing agreements.

                5.1.6 Carved Factor VII Claim Licenses. Neose hereby grants, and agrees to grant, to Novo a worldwide, exclusive (even as to Neose), perpetual, irrevocable, and royalty-bearing (subject only to the payment of royalties in accordance with Section 4) license, with the right to sublicense, to any Carved Factor VII Claims that do not constitute Novo Improvements for any and all purposes. The royalties due with regard to the foregoing license shall be determined in accordance with Section 4 of this Agreement. In addition to the foregoing, Neose hereby grants, and agrees to grant, to Novo a worldwide, exclusive (even as to Neose), perpetual, irrevocable, and royalty-free license, with the right to sublicense, to any Carved Factor VII Claims that constitute Novo Improvements for any and all purposes.

           5.2 Novo Technology. Subject to the terms and conditions of this Agreement, and solely to the extent necessary to enable Neose to carry out its obligations under the Work Plan, Novo hereby grants to Neose, for the term of the Work Plan, a non-exclusive, royalty free, license under the Novo Technology to use such Novo Technology for the sole purpose of carrying out its obligations under the Work Plan. Novo shall retain at all times all of its rights, title and interest to the Novo Technology.

           5.3 Licenses to Neose. Novo hereby grants, and agrees to grant, to Neose, a worldwide, exclusive (even as to Novo) as to Neose Exclusive Compounds and non-exclusive as to all other compounds, perpetual, irrevocable and royalty free license, with the right to sublicense, to Neose License Claims as defined in clauses (i)-(iii) of Section 1.29, for any and all purposes, except in connection with any and all forms of insulin or Novo Materials. Novo hereby grants, and agrees to grant, to Neose, a worldwide, exclusive (even as to Novo), perpetual, irrevocable and royalty free license, with the right to sublicense, to Neose License Claims as defined in clause (iv) of Section 1.29, for any and all purposes.

           5.4 Option and Right of First Negotiation

                5.4.1 Option. Neose hereby grants to Novo an option to negotiate a worldwide license under the Neose Technology to conduct research,

sample, develop (including clinical development), manufacture, make, use, market, promote, sell, offer for sale, have sold, distribute, import and export each and every Product-Candidate. The option granted under this Section 5.4.1 shall be exercisable by Novo, from time to time during the Term with respect to each Product-Candidate, within fifteen (15) days after Novo receives notice of the Product-Candidate from Neose.

                5.4.2 Negotiations. If Novo duly exercises its option under Section 5.4.1 with respect to a Product-Candidate, the Parties shall enter into negotiations to consummate an agreement, which would grant to Novo the license described in Section 5.4.1 with respect to such Product-Candidate, upon commercially reasonable terms, to be negotiated promptly, diligently and in good faith by the Parties. If the Parties shall not have entered into such a license within ****** after Novo’s exercise of its option with respect to such Product-Candidate, Neose shall be free to proceed with the development and/or commercialization of the Product-Candidate, whether alone or with a Third Party or Third Parties, without any further obligation to Novo with respect to such Product-Candidate, except as provided in Section 5.4.3 .

                5.4.3 Right of First Negotiation. During the Term, Neose shall not enter into an agreement with a Third Party relating to the use of the Neose Technology for the further development and commercialization of a Product-Candidate without first allowing Novo to enter into an agreement with respect to such Product-Candidate upon substantially the same terms. If Neose shall not have already offered (and Novo shall not have already refused) substantially the same terms to Novo under Section 5.4.2 , Neose shall provide notice to Novo of the proposed terms and conditions of any such agreement, and Novo may exercise its right of first refusal under this Section 5.4.3 by notice to Neose within ****** after receiving the proposed terms and conditions from Neose. If Novo does not exercise its right of first refusal with respect to the terms proposed by Neose, or exercises its right of first refusal but does not enter into an agreement with Neose upon substantially the proposed terms within ****** after receipt thereof, Neose shall be free to proceed with the further development and/or commercialization of such Product-Candidate with a Third Party or Third Parties, upon terms no more favorable to the Third Party or Third Parties than those offered to Novo, without any further obligation to Novo with respect to such Product-Candidate.

           5.5 No Other Right or Licenses. Except for the rights and licenses expressly granted in this Agreement, nothing in this Agreement shall be deemed to grant to any Party any other rights or licenses, including, without limitation, any implied licenses.

      6. OWNERSHIP OF INTELLECTUAL PROPERTY

           6.1 No Transfer of Title. All Ownership Rights in and to the Neose Intellectual Property and the Reagents shall remain at all times with Neose. All Ownership Rights in the Novo Materials, any New Product, and the Novo Technology shall remain at all times with Novo, subject to Novo’s obligation to assign certain Ownership Rights to Neose under Section 6.3 .

           6.2 Improvements

                6.2.1 Neose Improvements. Subject to Section 6.3.1, any and all Neose Improvements shall be owned by Neose and shall be deemed to be part of the Neose Intellectual Property for all purposes, including, without limitation, the license granted in Section 5.1 . Except as provided in Section 6.4 , any and all Improvements made, conceived, or reduced to practice solely by Neose shall be owned solely by Neose.

                6.2.2 Novo Improvements. Subject to Section 6.4.1, except as otherwise provided in Section 6.3 , any and all Novo Improvements shall be owned by Novo for all purposes. Except as set forth in Section 6.3 , any and all Improvements made, conceived, or reduced to practice, solely by Novo shall be owned solely by Novo.

                6.2.3 Joint Improvements. Each of Neose and Novo shall own a one-half undivided interest in any and all Joint Improvements. Neither Party shall be permitted to license or sublicense its one-half undivided interest in any Joint Improvement(s) to a Third Party that is not an Affiliate of Novo for use in connection with any blood factor products VII, VIII or IX, except with the prior written approval of the other Party.

                6.2.4 Other Improvements. If any Improvements, other than Neose Improvements, Novo Improvements and Joint Improvements, are made, conceived or reduced to practice jointly by Neose and Novo under this Agreement, each Party shall own a one-half undivided interest in and to any and all such Improvements and the Parties shall not have any restriction with respect to the use thereof or any requirement to report or account to the other Party with respect to any such use, unless and except to the extent that the Parties may agree otherwise in writing.

           6.3 Assignment by Novo.

                6.3.1 Neose Improvements. To the extent that Novo may retain any Ownership Rights in any Neose Improvements during the Term, Novo hereby irrevocably assigns and transfers, and agrees to assign and transfer, to Neose, at the request of Neose, any and all such Ownership Rights that have not been licensed to Neose under Section 5.3, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration, and Neose shall be entitled to receive and hold in its own name all such Ownership Rights, subject to Neose’s obligations to assign certain rights to Novo under Section 6.4 .

                6.3.2 Joint Improvements. If and when Novo terminates the development of New Product during the Term, Novo hereby irrevocably assigns and transfers, and agrees to assign and transfer to Neose, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration, and Neose shall be entitled to receive and hold in its own name all Ownership Rights in and to the Joint Improvements. With respect to any Ownership Rights and licenses that Novo is required to assign and transfer to Neose under this Section 6.3.2 , at the request of Neose, and at Neose’s expense, either before or after termination of the Term, Novo shall assist Neose in acquiring and maintaining patent, copyright, trade secret and trademark protection upon, and confirming Neose’s title in and to, any such respective Ownership Rights, and Novo shall provide Neose appropriate documentation evidencing the licenses to which Neose is entitled. Novo’s assistance shall include, but shall not be limited to, signing all applications, and any other documents and instruments for patent, copyright and any other proprietary rights, providing executed license documents, cooperating in legal proceedings, and taking any other actions considered necessary or desirable by Neose. For the purpose of facilitating the above

as