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Change of Control Agreement


David A. Zopf, M.D.		Executive Vice President and Chief Scientific Officer
A. Brian Davis		Senior Vice President and Chief Financial Officer
Valerie M. Mulligan		Senior Vice President, Quality and Regulatory Affairs
Bruce A. Wallin		Senior Vice President, Clinical Development and
		Chief Medical Officer

CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (the Agreement), is dated as of April 30, 2007, by and between NEOSE TECHNOLOGIES, INC. (the Company) and (the Employee).

The Employee, a senior executive of the Company, and the Company are parties to a Change of Control Agreement dated October _, 2002 (Original Agreement), pursuant to which the Company and the Employee established certain protections for the Employee in the event of his or her termination of employment. The parties desire to replace the Original Agreement with this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, and intending to be bound hereby, the parties agree as follows:

1. Definitions. As used herein:

1.1. Base Salary means, as of any given date, the annual base rate of salary payable to the Employee by the Company, as then in effect; provided, however, that in the case of a resignation by the Employee for the Good Reason described in Section 1.8.4, Base Salary will mean the annual base rate of salary payable to the Employee by the Company, as in effect immediately prior to the reduction giving rise to the Good Reason.

1.2. Board means the Board of Directors of the Company.

1.3. Business means research, development, manufacture, supply, marketing, licensing, use and sale of biologic, pharmaceutical and therapeutic materials and products and related process technology directed to (a) the enzymatic synthesis of complex carbohydrates for use in food, cosmetic, therapeutic, consumer and industrial applications, (b) enzymatic synthesis or modification of the carbohydrate portion of proteins or lipids, or modification of proteins or lipids through the attachment of carbohydrates, (c) carbohydrate-based therapeutics, and (d) the development of protein therapeutics using sialylation, fucosylation, glycosylation, GlycoPEGylation, or GlycoConjugation.

1.4. Cause means fraud, embezzlement, or any other serious criminal conduct that adversely affects the Company committed intentionally by the Employee in connection with

his or her employment or the performance of his or her duties as an officer or director of the Company or the Employees conviction of, or plea of guilty or nolo contendere to, any felony.

1.5. Change in Control means a change in ownership or control of the Company effected through:

1.5.1. the direct or indirect acquisition by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than 50% of the total combined voting power of the Companys outstanding securities;

1.5.2. a change in the composition of the Board over a period of 36 months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (a) have been board members continuously since the beginning of such period, or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (a) who were still in office at the time such election or nomination was approved by the Board;

1.5.3. the consummation of any consolidation, share exchange or merger of the Company (a) in which the stockholders of the Company immediately prior to such transaction do not own at least a majority of the voting power of the entity which survives/results from that transaction, or (b) in which a shareholder of the Company who does not own a majority of the voting stock of the Company immediately prior to such transaction, owns a majority of the Companys voting stock immediately after such transaction; or

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