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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.
Amendment Number
3
to the Research,
Development
and License
Agreement
This Amendment
Number 3 to the Agreement (as defined below)(the “
Amendment ”) is effective as of
December 15, 2005 (the “ Effective Date
”), and is by and among Novo Nordisk A/S , a
corporation organized and existing under the laws of Denmark,
Novo Nordisk Health Care AG , a corporation organized and
existing under the laws of Switzerland (collectively, Novo Nordisk
A/S and Novo Nordisk Health Care AG are hereinafter referred to as
“ Novo ”), and Neose Technologies,
Inc., a corporation organized and existing under the laws of
the state of Delaware (hereinafter referred to as “
Neose ”).
Whereas , 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, respectively (as
so amended, the “ Agreement ”), pursuant
to which Novo and Neose are collaborating to develop ******;
and
Whereas , Neose and Novo desire
to amend the Agreement as set forth herein.
Now, therefore , it is agreed
that the Agreement is hereby amended as follows:
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1.
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A
new Section 1.54 is added to the Agreement and shall read in
its entirety as follows:
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1.54 “ ******
” means any New Product that incorporates
******.
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2.
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A
new Section 3.5 is added to the Agreement and shall read in
its entirety as follows:
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3.5
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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
miles
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