COMMON STOCK AND WARRANT PURCHASE AGREEMENT





              THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement")

is entered into as of February 28, 2001 by and among MARTEK BIOSCIENCES

CORPORATION, a Delaware corporation ("Martek"), and the purchasers listed on

Schedule I hereto (individually a "Purchaser" and collectively the

"Purchasers").



              WHEREAS, Martek desires to sell and the Purchasers desire to

purchase shares of common stock, par value $.10 per share, of Martek ("Common

Stock") and warrants to purchase shares of Common Stock, for the consideration

and upon the terms and conditions hereinafter set forth;



              NOW THEREFORE, in consideration of the foregoing and the mutual

covenants and agreements hereinafter set forth, the parties hereto agree as

follows:



              1.     Sale and Purchase of Common Shares and Warrants.



                     (a)    Sale and Purchase.  Subject to the terms and

conditions hereof, Martek hereby agrees to sell, and the Purchasers, severally

and not jointly, hereby agree to purchase shares of Common Stock (together with

related share purchase rights pursuant to the Rights Agreement (the "Rights

Agreement") between Martek and Registrar and Transfer Company, dated January 24,

1996, as amended November 5, 1998, the "Common Shares") and stock purchase

warrants (the "Warrants," and together with the Common Shares, the "Units") at a

price per Unit (the "Unit Price") equal to $15.8750. Each Unit shall consist of

one share of Common Stock and a warrant to purchase one-quarter (1/4) of a share

of Common Stock. The Warrants shall have an exercise price per one whole share

equal to one hundred and twenty percent (120%) of the applicable Unit Price. All

Warrants acquired by a given Purchaser shall initially be represented by a

single Common Stock Purchase Warrant in the form of Exhibit A hereto. The total

purchase price to be paid by each Purchaser is set forth opposite each

Purchaser's name as that Purchaser's "purchase commitment" on Schedule I hereto.

The number of Units to be purchased by a Purchaser shall be equal to the dollar

amount of the "purchase commitment" set forth opposite the Purchaser's name on

Schedule I hereto divided by the applicable Unit Price. The total aggregate

purchase price to be paid by all of the Purchasers (the "Purchase Price") shall

not be less than $20,000,000.



                     In the event Martek shall, during the period beginning on

the date of this Agreement and ending ninety (90) days after the Closing Date

(as defined below), sell any shares of Martek's common stock at, or any

instruments that can be converted into or otherwise exchanged for Martek's

common stock





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exercisable at (the "Subsequent Sale"), a price per share (the "Subsequent

Purchase Price") that is less than the Unit Price, the purchase price per Unit

hereunder shall be adjusted to an amount that would reflect that Subsequent

Purchase Price, as if that Subsequent Purchase Price had been originally used in

the calculation of the price of the Units (the "Adjusted Unit Price") as

follows: Martek shall, within ten (10) business days of the Subsequent Sale, pay

to each Purchaser an amount equal to the number of Units purchased by that

Purchaser times the difference between the Unit Price and the Adjusted Unit

Price, and shall deliver new Warrants to each Purchaser in exchange for the

previously issued Warrants that shall have a exercise price per share equal to

120% of the Adjusted Unit Price; provided, however, that the foregoing shall not

apply to Subsequent Sales under or in (i) existing employee and director benefit

plans, (ii) currently outstanding options and warrants or (iii) business

combinations.



                     (b)    Closing.  The closing shall take place at the

offices of Hogan & Hartson L.L.P., 111 South Calvert Street, Suite 1600,

Baltimore, Maryland 21202 on the business day immediately following the date of

this Agreement. The day on which the closing takes place shall be referred to as

the "Closing Date."



                     (c)    Payment of Purchase Price.  On the Closing Date,

each Purchaser will pay and deliver to Martek that portion of the Purchase Price

set forth opposite such Purchaser's name as that Purchaser's "purchase

commitment" on Schedule I hereto by wire transfer of immediately available

funds.



                     (d)    Delivery of Common Shares and Warrants.  On the

Closing Date, against delivery by the applicable Purchaser of that portion of

the Purchase Price to be paid by it, Martek will issue and deliver to such

Purchaser (i) a certificate or certificates representing that number of Common

Shares to be purchased by each Purchaser on the Closing Date pursuant to Section

1(a), registered in the name of such Purchaser and/or the designated nominee(s)

of such Purchaser and (ii) a fully executed Warrant or Warrants to purchase that

number of Common Shares as determined pursuant to Section 1(a) all as set forth

in Schedule 1 hereto. Prior to each Purchaser's delivery of payment for the

Units, Martek will deliver via facsimile a copy of the executed Certificates and

Warrants to be delivered on the Closing Date to each Purchaser if requested by

that Purchaser.



              2.     Representations and Warranties of Martek. Martek hereby

represents, warrants and agrees as of the date of this Agreement (and as of the

Closing Date), as follows:



                     (a)    Martek is a corporation duly organized, validly

existing and in good standing under the laws of the State of Delaware, and has

full corporate power and corporate authority to carry on its business as it is

now being



                                     - 2 -

{PAGE}   3



conducted, to execute and deliver this Agreement and the Warrants and

to consummate the transactions contemplated hereby and thereby. Martek is

qualified as a foreign corporation in the State of Maryland and the Commonwealth

of Kentucky, and in every other jurisdiction in which the failure to so qualify

would have a material adverse effect on its business. Martek has no

subsidiaries.



                     (b)    The authorized capital of Martek consists of

35,000,000 shares of capital stock, (i) of which 30,000,000 shares are

designated Common Stock, of which 17,852,762 shares of Common Stock were

outstanding and were duly authorized, validly issued, fully paid and

nonassessable on February 22, 2001, and (ii) of which 5,000,000 shares are

designated preferred stock, par value $.01 per share, none of which were

outstanding on February 22, 2001 or are outstanding on the date hereof. Martek

has no other classes of stock authorized or outstanding. Martek has reserved

from its authorized and unissued capital stock a sufficient number of shares of

Common Stock to provide for the issuance of the shares underlying the Warrants

upon exercise of the Warrants. As of February 22, 2001, options and warrants to

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