COMMON STOCK PURCHASE AGREEMENT



     THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as

of February 13, 2003, by and among NEOSE TECHNOLOGIES, INC., a Delaware

corporation (the "Company"), and the purchasers listed on Schedule I hereto

(individually a "Purchaser" and, collectively, the "Purchasers").



                                   Background



     A.   The Company desires to issue and sell, and the Purchasers desire to

purchase, shares of common stock, par value $.01 per share, of the Company

("Common Stock"), for the consideration and upon the terms and conditions

hereinafter set forth.



     B.   The Company and the Purchasers wish to set forth herein certain

agreements regarding their future relationships and their rights and obligations

with respect to the Common Stock.



                                      Terms



     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.



          (a)  Sale and Purchase. Subject to the terms and conditions hereof,

the Company hereby agrees to sell, and the Purchasers, severally and not

jointly, hereby agree to purchase, on the date hereof (the "Closing Date")

shares of Common Stock (the "Common Shares") at a price per Common Share (the

"Share Price") of $6.00. 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 Common Shares 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 Share

Price. The total aggregate purchase price to be paid by all of the Purchasers

(the "Purchase Price") shall not exceed $17,200,596.



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

Hamilton LLP, 3000 Two Logan Square, Eighteenth and Arch Streets, Philadelphia,

PA 19103-2799.



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

shall pay and deliver to the Company 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.



{PAGE}



          (d)  Delivery of Common Shares. On the Closing Date, against delivery

by the applicable Purchaser of that portion of the Purchase Price to be paid by

it, the Company shall issue and, within three (3) business days following the

Closing Date, deliver to such Purchaser a certificate 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 or the designated

nominee(s) of such Purchaser.



     2.   Representations and Warranties of the Company. The Company hereby

represents and warrants as follows:



          (a)  The Company has been duly incorporated and is validly existing as

a corporation in good standing under the laws of the State of Delaware, has full

corporate power and corporate authority to own or lease its properties and

conduct its business as described in the Company's statements, reports,

schedules, forms and other documents filed by the Company with the Securities

and Exchange Commission (the "SEC") since January 1, 2002 (the "SEC Documents")

and as now being conducted, and is duly qualified as a foreign corporation and

in good standing in all jurisdictions in which the character of the property

owned or leased or the nature of the business transacted by it makes

qualification necessary, except where failure to be so qualified would not have

a material adverse effect on the business, properties, financial condition or

results of operations of the Company (a "Material Adverse Effect"). The Company

has no subsidiaries and has never had any operating subsidiaries.



          (b)  The authorized capital of the Company consists of 35,000,000

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

Stock, of which 14,324,279 shares of Common Stock were outstanding and were duly

authorized, validly issued, fully paid and nonassessable on December 31, 2002,

and (ii) of which 5,000,000 shares are designated preferred stock, par value

$.01 per share, none of which were outstanding on December 31, 2002 or are

outstanding on the date hereof. The Company has no other classes of stock

authorized or outstanding. As of December 31, 2002, options to purchase

3,827,683 shares of Common Stock were outstanding, and when such options are

exercised and the prescribed exercise price paid, the shares of Common Stock

issued with respect to such options will be duly authorized, validly issued,

fully paid and nonassessable. Except as set forth above and other than (i)

496,542 shares of Common Stock reserved for issuance under the Company's Amended

and Restated 1995 Stock Option/Stock Issuance Plan, (ii) 35,163 shares of Common

Stock reserved for issuance under the Company's Employee Stock Purchase Plan,

and (iii) 499,186 shares of Common Stock reserved for issuance under option

grants outside of the Company's Amended and Restated 1995 Stock Option/Stock

Issuance Plan, there are as of December 31, 2002, no existing options, warrants,

calls, commitments or rights of any character to purchase or otherwise acquire

from the Company shares of capital stock of any class, no outstanding securities

of the Company that are convertible into shares of capital stock of the Company

of any class, and no options, warrants or rights to purchase from the Company

any such convertible securities. The Company has no outstanding contractual or

other obligation to repurchase, redeem or otherwise acquire any outstanding

shares of its capital stock. The issued and outstanding shares of Common Stock

have not been issued in violation of any preemptive or other rights of any

person, whether arising by statute, under the Second Amended and Restated

Certificate of Incorporation (the "Certificate of Incorporation"), the

Certificate of Designation establishing and designating the Series A Junior

Participating Preferred Stock (the "Certificate of Designation")

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC