**Exhibit
      10.2**




LICENSE
      AND SUPPLY AGREEMENT




This
      License and Supply Agreement ("Agreement") is made and entered into as of the
      1st day of September, 2003 ("Effective Date"), by and between (i) Martek
      Biosciences Corporation, a Delaware USA corporation ("Licensor"), and (ii)
      American St. George Biological Technology Corporation, a corporation organized
      under the laws of Illinois with offices located at 9784 Athletic Way,
      Gaithersburg, Maryland 20878 ("Licensee").




WITNESSETH:




WHEREAS,
      Licensor has developed certain technology relating to the use of Omega-3 and
      Omega-6 long-chain polyunsaturated fatty acid-containing triglycerides for
      incorporation into infant formula;




WHEREAS,
      Licensee and its affiliates are in the business of developing, manufacturing
      and
      marketing infant nutritional products;




WHEREAS,
      Licensee desires to obtain a non-exclusive license from Licensor to use, market,
      import, export, distribute, offer for sale and sell Omega-3 and Omega-6
      long-chain polyunsaturated fatty acid-containing triglycerides produced by
      Martek using the Technology (as defined hereunder), and Licensor is willing
      to
      grant such license subject to the conditions and pursuant to the terms set
      forth
      in this Agreement; and




WHEREAS,
      Licensee, in addition, desires to purchase, or to have its designee purchase,
      the Martek Products (as defined hereunder) from Licensor for purposes of
      enabling Licensee to manufacture, use and sell the Licensee Product (as defined
      hereunder) and Licensor is willing to supply such Martek Products to Licensee
      or
      to any Licensee designee approved in writing by Martek subject to the conditions
      and pursuant to the terms set forth in this Agreement.




NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants of
      the
      parties hereto, each party hereby agrees with the other as follows:




ARTICLE
      I




DEFINITIONS




Section
      1.1.  " Affiliate "
      shall
      mean any person, corporation, firm, partnership or other entity which directly
      or indirectly owns Licensee, is owned by Licensee or is owned by a party which
      owns Licensee to the extent that the owning entity has in excess of fifty
      percent (50%) of the equity having the power to vote on or direct the affairs
      of
      the owned entity.




Section
      1.2.  " Designee "
      shall
      mean any entity that is designated by Licensee, and is approved by Licensor
      in
      writing subject to Licensor's right to withdraw such approval in its discretion,
      to order quantities of the Martek Products from Licensor solely for (a)
      microencapsulation and/or other processing approved by Licensor and (b) resale
      to Licensee.




Section
      1.3.  " Infant
      Formula Product "
      shall
      mean a breast milk substitute formulated industrially in accordance with
      applicable Codex Alimentarius and/or United States Food and Drug Administration
      standards (i) to satisfy the total normal nutritional requirements of infants
      from birth up to between four (4) and six (6) months of age and adapted to
      their
      physiological characteristics or fed in addition to other foods to infants
      up to
      approximately one (1) year of age and older or (ii) to satisfy the normal
      nutritional requirements of infants born prematurely.







Section
      1.4.  " Licensed
      Patents "
      shall
      mean the patents and patent applications listed in Exhibit
      1 attached
      hereto and all other patents and patent applications in the Territory owned
      by
      Licensor or licensed to Licensor (with the right to sublicense) which cover
      the
      Technology, including all patents and patent applications covering inventions,
      improvements or modifications conceived or developed and owned by or licensed
      to
      Licensor (with the right to sublicense) during the term of this Agreement and
      included in the Technology, and all divisionals, continuations,
      continuations-in-part, reexaminations and extensions thereof.




Section
      1.5.  " Licensee
      Product "
      shall
      mean any product (i) which is an Infant Formula Product, (ii) which is developed
      and/or manufactured by or for Licensee or its Affiliates, (iii) which bears
      Licensee’s brand or the brand of an Affiliate and (iv) which if manufactured,
      used or sold in any country where any Licensed Patent has issued, would infringe
      any such Licensed Patent but for the license granted in Article II
      hereof.




Section
      1.6.  " Martek
      Products "
      shall
      mean triglycerides containing Omega-3 and/or Omega-6 long-chain polyunsaturated
      fatty acids produced by or for Licensor, by microbial fermentation according
      to
      Martek’s technology and the Licensed Patents.




Section
      1.7.  " Specifications "
      shall
      mean the specifications for the Martek Products that are attached hereto as Exhibit
      2 ,
      as they
      may be changed by written agreement between the parties' technical personnel
      from time to time.




Section
      1.8.  " Technology "
      shall
      mean Licensor's trade secrets, goodwill, data, know-how, technology and
      practices for incorporating the Martek Products into Infant Formula Products,
      and any modifications, improvements, and enhancements to any of the foregoing
      made by Licensor, which are proprietary to Licensor and which, in Licensor’s
      opinion, are necessary or useful in the production and development of the
      Licensee Products.




Section
      1.9.  " Territory "
      shall
      mean the countries or other geographic areas listed in Exhibit
      3 attached
      hereto.




Section
      1.10.  " Third
      Party "
      shall
      mean any party other than Licensor, Licensee and Affiliates.




Section
      1.11.  " Trademark(s) "
      shall
      mean the Licensor trademarks FORMULAID, NEUROMINS, DHASCO and ARASCO. Exhibit
      4 attached
      hereto sets forth the Trademarks and the jurisdictions where they have been
      registered as of the date of this Agreement.




Section
      1.12.  " Unit
      of the Martek Products "
      shall
      mean that quantity of the Martek Products containing one (1) kilogram of
      docosahexaenoic acid and/or arachidonic acid.




ARTICLE
      II




GRANT
      OF LICENSE AND OTHER RIGHTS




Section
      2.1.  License .
      Licensor hereby grants to Licensee, under the Licensed Patents, the Technology,
      and Licensor's other proprietary rights, for the term of this Agreement and
      subject to the conditions of this Agreement, a non-exclusive right and license,
      in the Territory, directly or through sublicense to an Affiliate, (i) to
      incorporate, or permit a Designee to incorporate, the Martek Products provided
      hereunder into or with one or more Infant Formula Products to produce the
      Licensee Product and (ii) to use, market, import, export, distribute, offer
      for
      sale and sell the Licensee Product.




Section
      2.2.  Transfer
      of the Martek Products .
      Nothing
      in this Agreement shall be construed to permit Licensee or its Affiliates to
      sublicense the Martek Products or the Technology or otherwise unilaterally
      transfer to any Third Party the Martek Products or the Technology except as
      the
      same are incorporated into or used in the manufacture of the Licensee Product.
      Notwithstanding the foregoing, Licensee may transfer the Martek Products, or
      may
      direct Licensor to transfer the Martek Products, to any Designee solely for
      (a)
      microencapsulation and/or other processing that may be approved in writing
      by
      Licensor and (b) resale to Licensee. The parties agree that any Designee may
      perform said microencapsultation and/or other approved processing outside of
      the
      Territory.


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Section
      2.3.  Sublicensing .
      The
      grants to Licensee under this Article II shall not include the right to
      grant sublicenses, except sublicenses to its Affiliates.




Section
      2.4.  Trademarks .
      In
      addition to the license granted hereunder relating to the Martek Products and
      the Technology, Licensor hereby grants to Licensee the non-exclusive, right
      and
      license to use the Trademarks solely on and in connection with the sale of
      any
      Licensee Product that contains a Martek Product, with the further agreement
      that
      Licensee may elect to so use the Trademarks at Licensee’s sole discretion. If
      Licensee so uses the Trademarks, the rights granted in this Section 2.4 shall
      be
      subject to the following terms and conditions:




(i)  Licensee
      shall not use the Trademarks as or as part of its corporate or business name
      or
      the name of any business entity which is controlled by it, whether an Affiliate
      or otherwise.




(ii)  Licensee
      and its Affiliates shall have no right to sublicense to Third Parties any of
      the
      rights in the Trademarks conveyed hereunder.




(iii)  Licensee
      and its Affiliates shall not affix or use the Trademarks on any product other
      than a Licensee Product that contains a Martek Product.




(iv)  Licensee
      recognizes and acknowledges Licensor's ownership of the Trademarks and
      Licensor's intent to protect the Trademarks in the Territory. Licensee covenants
      and agrees that it and its Affiliates shall not challenge, or cause a Third
      Party to challenge, Licensor’s right, title or interest in and to the Trademarks
      anywhere in the world. All uses by Licensee or its Affiliates of the Trademarks
      in the Territory shall inure to the benefit of Licensor, and Licensee and its
      Affiliates shall make no use or apply for any registration thereof except as
      permitted by this Agreement. Upon reasonable request by Licensor and at
      Licensor’s expense, Licensee shall assist Licensor, including but not limited to
      the execution of appropriate documents, in effectuating, registering, and
      otherwise maintaining Licensor’s rights in the Trademarks. Nothing in this
      Agreement shall be construed so as to require Licensor to take any actions
      or
      measures to protect or secure any rights in or obtain or apply for registration
      of the Trademarks.




(v)  Licensee
      covenants that to the extent that any Trademark is, or Licensor notifies
      Licensee that any Trademark has been, registered in any jurisdiction in the
      Territory, Licensee will use the trademark registration symbol ® at least one
      time per label, labeling or packaging of the Licensee Product that contains
      a
      Martek Product or on the labels, labeling or packaging thereof and on all
      material originating with Licensee or its Affiliates and used to promote the
      sale of any Licensee Product that contains a Martek Product in the applicable
      jurisdiction, and the following legend shall prominently appear at least once
      in
      each such Licensee Product or material in each such jurisdiction: "[Trademark]®
is a registered trademark of Martek Biosciences Corporation." Until such time
      as
      Licensor obtains a registration on any Trademark in a particular jurisdiction,
      Licensee shall substitute the symbol "TM" in place of the symbol ® **** and
      remove the reference to "registered" for the foregoing legend in such
      jurisdiction.




(vi)  Licensee
      covenants that Licensee Products that contain any Martek Product manufactured
      for and by it and sold by it under the Trademarks shall be of as high a quality
      as other like products sold by Licensee. Upon written request by Licensor no
      more than once per calendar year, Licensee shall furnish to Licensor, free
      of
      cost, (i) representative samples of products sold by Licensee under the
      Trademarks to ensure compliance with the covenant set forth in this Section
      2.4(vi), and (ii) representative samples of printed items used or to be used
      by
      Licensee in connection with the Trademarks to ensure appropriate size and
      placement of the Trademarks, subject to applicable laws and
      regulations.


-71-




(vii)  Licensee
      shall advise Licensor of any infringement of any Trademark of which it or its
      Affiliates becomes aware, but Licensee and its Affiliates shall not bring any
      action with respect to any such infringement without Licensor’s prior written
      consent. Licensee and its Affiliates shall cooperate with Licensor, at
      Licensor’s request and at Licensor’s expense, with respect to any of Licensor’s
      efforts to protect its interests in the Trademarks. Nothing in this Agreement
      shall be construed so as to require Licensor to take any actions or measures
      with respect to any alleged, suspected or known infringement of the
      Trademarks.




(viii)  Nothing
      in this Section 2.4 or in this Agreement shall be construed to require Licensee
      or its Affiliates to use any of the Trademarks on the Licensee Product or on
      the
      labels, labeling or packaging thereof or on materials used to promote the sale
      of the Licensee Product.




ARTICLE
      III




PURCHASE
      AND SUPPLY OF THE MARTEK PRODUCTS




Section
      3.1.  Purchase
      of the Martek Products .
      During
      the Term of this Agreement, Licensee shall purchase and/or shall direct the
      Designee(s) to purchase, from Licensor, Licensee's total requirements for the
      Martek Products as required by Licensee for manufacture of the Licensee Product.




Section
      3.2.  Forecasts,
      Supply and Orders .




(i)  On
      the
      Effective Date of this Agreement, Licensee shall give Licensor written notice
      of
      the quantity of the Martek Products ,
      in each
      of the applicable pricing alternatives set forth in Exhibit 5, which
      Licensee estimates in good faith that it will order or direct the Designee(s)
      to
      order from Licensor during the remainder of the current calendar
      year .
      Not
      later than November 30 of each year during the term of this Agreement, Licensee
      shall give Licensor written notice of the quantity of the Martek Products, in
      each
      of the applicable pricing alternatives set forth in Exhibit 5, which
      Licensee estimates in good faith that it will order or
      direct
      the Designee(s) to order from
      Licensor during the next subsequent calendar year. In addition to the foregoing,
      one (1) month before the commencement of each calendar quarter during the Term
      of this Agreement, Licensee shall provide Licensor with a forecast of Licensee's
      requirements of the Martek Products for each of the succeeding four (4)
      quarters, specifying quantities and requested delivery dates.




(ii)  Licensor
      shall use commercially reasonable efforts to have available for shipment to
      Licensee or to a Designee for Licensee's account such quantities of the Martek
      Products as Licensee forecasts in good faith pursuant to Section 3.2(i) above
      and any additional quantities which Licensee may require.




(iii)  Licensee
      shall issue and/or shall direct the Designee(s) to issue formal purchase orders
      at least sixty (60) but no sooner than ninety (90) days in advance of the date
      on which Licensee or the Designee requests that Martek ship the Martek Products.




(iv)  Purchase
      orders which have been received by Licensor shall be considered firm orders
      and
      shall only be canceled or amended by mutual consent of Licensor and Licensee.




Section
      3.3.  Order
      and Delivery Terms .




(i)  The
      Martek Products shall be delivered F.O.B. Licensor's place of shipment to
      Licensee or a Designee, as specified in the applicable order.




(ii)  Title
      to
      and risk of loss of the Martek Products shall be transferred to Licensee upon
      delivery by Licensor to a carrier for shipment to Licensee or a
      Designee.




(iii)  In
      connection with ordering and delivering the Martek Products, Licensor and
      Licensee or a Designee may employ their standard forms, but nothing in these
      forms shall be construed to modify or amend the terms of this Agreement and,
      in
      case of conflict herewith, this Agreement shall control.


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ARTICLE
      IV




TERM
      AND TERMINATION




Section
      4.1.  Term .
      This
      Agreement shall commence on the Effective Date and, unless earlier terminated
      pursuant to another Section of this Article IV, shall terminate as to each
      country in the Territory in which a Licensee Product is sold, on the
      twenty-fifth anniversary of the date of first commercial sale of any Licensee
      Product in such country and, as to each country in the Territory in which a
      Licensee Product has not been sold prior to the twenty-fifth anniversary of
      the
      date first written above, upon such twenty-fifth anniversary (" Term ").
      Upon
      expiration of this Agreement as to each country, Licensee shall have a fully
      paid, royalty free license to continue to utilize the Martek Products and the
      Technology in such country as provided for in Section 2.1 above. Upon expiration
      of this Agreement as to each country, Licensee shall have a fully paid, royalty
      free license to continue to utilize the Trademarks in such country in accordance
      with Section 2.4 above.




Section
      4.2.  Termination
      in Case of Material Breach; Opportunity to Cure .
      Either
      party to this Agreement may terminate this Agreement upon thirty (30) days
      written notice if the other party shall commit a material breach of this
      Agreement and shall not cure such breach within such thirty (30) day
      period.




Section
      4.3.  Termination
      in Case of Infringement .
      Licensee shall have the right to terminate this Agreement in a particular
      country within the Territory if a court or other tribunal of competent
      jurisdiction determines by final order that the Technology or any of the Martek
      Products infringes upon the patent or other proprietary rights of any Third
      Party in such country; provided, however, that if, prior to any such
      termination, Licensor develops a non-infringing alternative or obtains a license
      from such Third Party, such that Licensee could lawfully use the Technology
      and/or the Martek Products (as the case may be) in connection with the Licensee
      Products at no additional cost or expense to Licensee beyond that expressly
      provided in this Agreement, Licensee shall not terminate this
      Agreement.




Section
      4.4.  Termination
      in Case of Insolvency .
      Notwithstanding any other provisions of this Agreement, either party to this
      Agreement may terminate this Agreement upon giving notice to the other, should
      the other commit an act of bankruptcy, declare bankruptcy, be declared bankrupt,
      enter into an arrangement for benefit of creditors, enter into a procedure
      of
      winding up or dissolution, or should a Trustee or Receiver be appointed for
      the
      other or upon the expropriation, takeover or nationalization of the other party
      or a majority portion of its assets by governmental action.




Section
      4.5.  Termination
      at Will by Licensee .
      Licensee shall have the right to terminate this Agreement at will, with or
      without cause, upon ninety (90) days prior written notice to Licensor, provided
      that such termination shall be effective no earlier than the first anniversary
      of the date upon which Licensee made the last payment to Licensor under Section
      5.1(i) below.




Section
      4.6.  Effect
      of Termination .
      Upon
      termination of this Agreement in its entirety prior to its normal expiration,
      (a) Licensor shall have the right, but not the obligation, to purchase from
      Licensee, at Licensee’s cost, unused inventories of the Martek Products, and (b)
      Licensee and its Affiliates may continue to distribute the Licensee Products
      if,
      to the extent lawful, Licensee is current with respect to all payments due
      under
      Article V below and otherwise continues to comply with the terms and conditions
      of this Agreement.




Section
      4.7.  Other
      Rights and Remedies; Limitation of Liability .
      Unless
      another provision of this Agreement specifically provides to the contrary,
      the
      rights of termination as herein provided shall be in addition to all other
      rights and remedies which either party may have to enforce this Agreement or
      to
      secure damages for the breach hereof, and the exercise of any right of
      termination as herein provided by either party shall not relieve the other
      of
      any of its obligations under this Agreement accruing prior to the effective
      date
      of termination, including, but not limited to, the obligation to pay fees and
      any applicable royalties pursuant to Article V below or to render reports with
      respect thereto.


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ARTICLE
      V




PAYMENTS
      BY LICENSEE




Section
      5.1.  License
      Fee and Pre-Payment .
      Licensee shall compensate Licensor for the license and other rights granted
      hereby and the Martek Products supplied hereunder, in U.S. Dollars, as
      follows:




(i)  A
      one-time non-refundable license fee of Twenty-Six Thousand Two Hundred U.S.
      dollars (US$26,200.00), Fourteen Thousand Eight Hundred U.S. dollars
      (US$14,800.00) of which is payable within five (5) business days after the
      execution of this Agreement and Eleven Thousand Four Hundred U.S. dollars
      (US$11,400.00) of which is payable within five (5) business days after the
      first
      anniversary date of this Agreement; and




**(ii)**  **A
      non-refundable pre-payment of Twenty Thousand U.S. dollars (US$20,000.00) is
      payable within five (5) business days after execution of this Agreement, which
      payment shall be (a) creditable by Licensee against any amounts payable by
      Licensee to Licensor in accordance with Section 5.2 below and/or Section 5.3
      below for**  **the
      Martek Products or (b) refunded by Licensor to Licensee on a dollar-for-dollar
      basis in respect of amounts paid to Licensor by any Designee in accordance
      with
      Section 5.2 below.**




**(iii)**  **The
      license fee and prepayment are itemized in** **Exhibit
      3** **attached hereto with respect to individual geographic areas within the
      Territory.**




Section 5.2.  Product
      Pricing .
      In
      order to provide Licensee with payment flexibility for different markets,
      Licensor makes available a variety of pricing alternatives as set forth in Exhibit
      5 .
      During
      the term of this Agreement, Licensee and the Designee(s) shall pay for the
      Martek Products in any order submitted by Licensee or a Designee in accordance
      with the payment alternative set forth in Exhibit
      5 attached
      hereto which Licensee or a Designee has selected in such order. Licensee hereby
      covenants and agrees to abide by the conditions that may be applicable to the
      pricing alternative Licensee selects in any order, which shall be applicable
      to
      the Martek Products delivered to Licensee or a Designee pursuant to that order,
      and Licensee shall certify in writing to Licensor, within five (5) business
      days
      after each anniversary of the Effective Date, that Licensee has complied with
      this covenant during the preceding twelve (12) month period. Calculations based
      on annual ordering volumes shall be made using forecasts submitted to Licensor
      by Licensee in accordance with Section 3.2(i). If
      the
      quantity forecasted for purchase in accordance with a particular pricing
      alternative is less than the quantity actually purchased during a calendar
      year
      in accordance with that pricing alternative, Licensor shall invoice Licensee
      within thirty (30) days after the end of the calendar year for an amount equal
      to the difference, if any, between the total price paid in accordance with
      that
      pricing alternative and the total purchase price payable in accordance with
      that
      pricing alternative for the quantity of Martek Products actually purchased
      from
      Licensor. Alternatively, if the quantity actually purchased during a calendar
      year in accordance with a particular pricing alternative exceeds the quantity
      forecasted for purchase in accordance with that pricing alternative, Martek
      shall credit against future purchases of Martek Product by Licensee from
      Licensor an amount equal to the difference, if any, between the total purchase
      price payable for the quantity actually purchased in accordance with that
      pricing alternative and the total price paid by Licensee in accordance with
      that
      pricing alternative. ****




Section
      5.3.  Payment
      Terms and Guarantee .
      Licensee and the Designee(s), as applicable, shall pay all correct invoices
      for
      amounts due in accordance with Section 5.2 above within thirty (30) days from
      the postmark date or date of transmission by facsimile, as applicable, of
      Licensor’s invoice. Neither the postmark date nor the facsimile transmission
      date of Licensor’s invoice for the purchase price for the Martek Products will
      be deemed to be earlier than the date of delivery of such Martek Products.
      For
      any invoices containing invoicing errors, such dates, with respect to the
      incorrect portions of the invoice only, are extended until the invoicing errors
      are corrected and a new invoice, with respect to the incorrect portions on
      the
      original invoice, is received by Licensee. In
      order
      to induce Licensor to fill orders for the Martek Products placed by the
      Designees, Licensee hereby assumes responsibility for, and unconditionally
      guarantees, the timely payment of amounts due from the Designees (the
“Guaranteed Obligations”) promptly upon receipt from Licensor of notice of
      nonpayment of any such amount. Licensor shall not be required, prior to any
      such
      notice to Licensee, to pursue or exhaust any of its rights or remedies against
      a
      defaulting Designee with respect to performance of any Guaranteed
      Obligation.


-74-




Section
      5.4.  Royalties .




(i)  In
      addition to the amounts due from Licensee and the Designees under Sections
      5.1
      and 5.2 above, Licensee shall pay royalties to Licensor
      if required by the payment alternative set forth in Exhibit
      5 attached
      hereto which Licensee has selected in any order for the Martek Products.




(ii)  All
      applicable royalties with respect to each Licensee Product sold shall be paid
      quarterly within sixty (60) days of the close of each of Licensee's three (3)
      month and annual accounting periods, based on Licensee's fiscal year, with
      respect to Licensee's and its Affiliates' sales occurring during such quarters,
      at Licensor's office as set forth below. Quarterly royalty payments shall be
      made in U.S. Dollars at the sales price applicable thereto if in U.S. Dollars
      or, if in another currency, such quarterly royalty payments shall be the sum
      of
      royalties due for the three (3) months of the applicable quarter calculated
      for
      each such month using the beginning and ending month’s published exchange rate,
      set one (1) business day prior to month end, by Reuters divided by two (2)
      (if a
      Reuters exchange rate is not available for certain countries, an exchange rate
      established by a recognized third party will be used).




Section
      5.5.  Taxes . Any
      and
      all payments required under this Agreement to be made by Licensee to Licensor
      shall be made free and clear of, and without deduction or withholding for,
      any
      and all present or future non-U.S. taxes, levies, imposts, deductions, charges
      or withholdings, and all liabilities with respect thereto (all such taxes,
      levies, imposts, deductions, charges, withholdings and liabilities being
      hereinafter referred to as "Taxes") unless such Taxes are required by law or
      the
      administration thereof to be deducted or withheld. If Licensee shall be required
      by law or administration thereof to deduct or withhold any Taxes from or in
      respect of any sum payable hereunder, (a) the sum payable shall be increased
      as
      may be necessary so that after making all required deductions or withholdings
      (including deductions or withholdings applicable to additional amounts paid
      under this Section) Licensor receives an amount equal to the sum it would have
      received if no such deduction or withholding had been made, (b) Licensee shall
      make such deductions or withholdings; and (c) Licensee shall pay the full amount
      deducted or withheld to the relevant taxation or other authority in accordance
      with applicable law. Within 30 days after the date of any payment of Taxes,
      Licensee will furnish to Licensor a copy of a receipt evidencing payment
      thereof.




Section
      5.6.  Sample
      Analysis .
      Licensor shall have the right to analyze samples of the Licensee Product at
      any
      time and from time to time for purposes of verifying that Licensee has complied
      with any conditions that may be applicable to the pricing alternative(s)
      selected by Licensee for any order of the Martek Products. The expenses of
      such
      analyses shall be borne by Licensor; provided, however, that Licensee shall
      provide reasonable samples to Licensor without charge upon Licensor’s request,
      to be made no more often than quarterly, and provided, further, that Licensee
      shall be charged for, and shall promptly pay the expense of any such analysis
      that discloses a failure to comply with any applicable condition.




Section
      5.7.  Commercialization
      Expenses .
      Licensee and its Affiliates shall pay all expenses for their commercialization
      of the Licensee Product.


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ARTICLE
      VI




REPRESENTATIONS
      AND WARRANTIES




Section
      6.1.  Licensor's
      Representations and Warranties .
      Licensor represents and warrants to the Licensee as follows:




(i)  The
      execution and delivery of this Agreement and the performance by Licensor of
      the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate actions.




(ii)  The
      performance by Licensor of any of the terms and conditions of this Agreement
      will not constitute a breach or violation of any other agreement or
      understanding, written or oral, to which it or its Affiliates is a
      party.




(iii)  Licensor
      warrants that the Martek Products will be manufactured in compliance with
      current good manufacturing practices promulgated by U.S. Food and Drug
      Administration and in accordance with the Specifications. The
      exclusive liability of Licensor, and Licensee’s exclusive remedy, for failure of
      any Martek Product to conform to the Specifications shall be the replacement
      of
      the nonconforming Martek Products or a refund of the purchase price paid by
      Licensee for the nonconforming Martek Products (including duty, freight,
      insurance charges, and other similar related expenses) at the Licensor’s sole
      option.




Section
      6.2.  Licensor’s
      Disclaimers.




(i)  EXCEPT
      AS
      EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR HEREBY DISCLAIMS ANY AND ALL
      WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES
      OF
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, RELATING
      TO THE MARTEK PRODUCTS, THE TECHNOLOGY OR THE TRADEMARKS. LICENSOR MAKES NO
      REPRESENTATIONS OR WARRANTIES AND HAS NO DUTY TO ENSURE THAT THE TECHNOLOGY
      OR
      THE MARTEK PRODUCTS ARE USABLE WITH THE LICENSEE PRODUCT OR THAT THE TECHNOLOGY
      OR THE MARTEK PRODUCTS ARE SAFE OR
      CAN BE
      INCORPORATED SAFELY INTO THE LICENSEE PRODUCT. IT IS HEREBY ACKNOWLEDGED AND
      AGREED THAT IT SHALL BE LICENSEE'S RIGHT AND OBLIGATION TO DETERMINE THE SAFETY
      AND UTILITY OF EACH MARTEK PRODUCT AS IT RELATES TO THE LICENSEE
      PRODUCT .




(ii)  LICENSOR
      HEREBY DISCLAIMS ANY WARRANTY THAT THE TECHNOLOGY, THE MARTEK PRODUCTS, THE
      LICENSED PATENTS OR THE TRADEMARKS ARE FREE FROM INFRINGEMENT BY THIRD PARTIES.
      LICENSOR FURTHER DISCLAIMS ANY WARRANTY RELATING TO THE PATENTABILITY OF, OR
      THE
      VALIDITY OF ANY PATENTS RELATING TO, THE TECHNOLOGY OR THE MARTEK PRODUCTS
      AND
      MAKES NO REPRESENTATIONS WHATSOEVER WITH REGARD TO THE SCOPE OF ANY LICENSED
      PATENTS OR THAT ANY LICENSED PATENTS MAY BE COMMERCIALLY EXPLOITED WITHOUT
      INFRINGING OTHER PATENTS.




(iii)  LICENSOR
      HEREBY DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY NATURE RESULTING
      OR ARISING FROM OR RELATING TO (A) THE USE, MANUFACTURE, DISTRIBUTION,
      MARKETING, OR SALE BY LICENSEE, ITS AFFILIATES OR ANY THIRD PARTY OF THE
      TECHNOLOGY, THE MARTEK PRODUCTS OR THE LICENSEE PRODUCT, OR (B) ANY IMPROVEMENTS
      OR MODIFICATIONS TO THE TECHNOLOGY, THE MARTEK PRODUCTS OR THE LICENSEE PRODUCT
      WHICH ARE NOT MADE BY AND PROPRIETARY TO LICENSOR, UNLESS THE LIABILITY RESULTS
      FROM (X) LICENSOR'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT
      OR
      (Y) LICENSOR'S FAILURE TO MANUFACTURE THE MARTEK PRODUCTS IN ACCORDANCE WITH
      THE
      SPECIFICATIONS.


-76-




Section
      6.3  Licensee’s
      Representations and Warranties .
      Licensee represents and warrants to the Licensor as follows:




(i)  The
      execution and delivery of this Agreement and the performance by Licensee of
      the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate actions.




(ii)  The
      performance by Licensee of any of the terms and conditions of this Agreement
      will not constitute a breach or violation of any other agreement or
      understanding, written or oral, to which it or its Affiliates is a
      party.




ARTICLE
      VII




LICENSEE'S
      COVENANTS




Section
      7.1.  Compliance
      with Law; Regulatory Approval .
      Licensee covenants and agrees that it and its Affiliates and the Designees
      shall
      conduct all of their operations dealing with the Technology, the Martek Products
      and the Licensee Product in material compliance with all applicable laws,
      regulations and other requirements which may be in effect from time to time,
      of
      all national governmental authorities, and of all states, municipalities and
      other political subdivisions and agencies thereof, including, without limiting
      the generality of the foregoing, the Infant Formula Act of 1980, the Federal
      Food, Drug, and Cosmetic Act, the regulations and other requirements of the
      United States Food and Drug Administration, similar state laws and regulations
      or similar laws and other requirements in the Territory, including any and
      all
      amendments, as may be applicable in any jurisdiction in which any Licensee
      Product is sold. Licensee shall not impair Licensor’s ability to obtain
      regulatory approval of the Martek Products by the competent governmental
      authorities in the Territory. The parties recognize and acknowledge Licensee’s
      intent to diligently pursue the commercialization of a Licensee Product;
      provided, however, that nothing in this Agreement shall be construed so as
      to
      obligate Licensee to take any specific action or measure to seek regulatory
      approval for or to market Licensee Product.




Section
      7.2.  Performance
      and Product Quality .
      Licensee covenants and agrees that it and its Affiliates and, to the extent
      applicable, its Designees shall exercise a reasonable standard of care in the
      testing, manufacturing, marketing, packaging, distribution and sale of each
      Licensee Product. Licensee further covenants and agrees that it and its
      Affiliates shall maintain quality control, provide adequate tests of materials,
      provide quality workmanship, and do such other things as are reasonably required
      to assure high quality production of such Licensee Products. In
      this
      regard, and without limiting the applicability of the general indemnification
      provisions applicable to the representations, warranties and covenants made
      by
      the parties to this Agreement as provided in Article XI below, Licensee hereby
      covenants and agrees to indemnify, defend and hold harmless Licensor and
      Licensor's directors, officers, employees and agents from and against all
      claims, actions or causes of action (whether sounding in contract, negligence
      or
      strict liability), suits and proceedings and all loss, assessments, liability,
      damages, and expenses incurred in connection therewith (including reasonable
      attorneys' fees) for which Licensor or its directors, officers, employees or
      agents may become liable or incur with respect to any product liability claim
      asserted against Licensee, its Affiliates, Third Parties or Licensor relating
      to
      the manufacturing, marketing, storage, packaging, distribution, sale or use
      of
      the Licensee Product.




Section
      7.3.  Licensee's
      Records .
      Licensee covenants and agrees that, Licensee will keep true and accurate records
      adequate to permit any applicable payments due to Licensor to be computed and
      verified. Such records shall be made available upon prior written request by
      Licensor, during business hours, for inspection by an independent accountant
      who
      is not the auditor of record for Licensor and who is reasonably acceptable
      to
      Licensee and who shall be bound by a confidentiality agreement with Licensee,
      to
      the extent necessary for the determination of the accuracy of the payments
      made
      hereunder, and such records shall be retained for a period of three years
      following the year to which they relate. For the purposes of this Section 7.3,
      any of the four largest accounting firms in the United States (as of the date
      of
      the audit) shall be deemed acceptable to Licensee, provided that the firm
      selected by Licensor is not Licensor’s auditor of record. The accountant shall
      provide Licensor with a report containing his/her conclusions, but not the
      inspected records nor the information contained therein, and shall concurrently
      provide Licensee with such report. Licensee shall promptly remit to Licensor
      the
      amount of any underpayment discovered by an inspection conducted in accordance
      herewith, and Licensor shall promptly remit to Licensee the amount of any
      overpayment so discovered to the extent that such overpayment exceeds the cost
      of the inspection. Each such inspection shall cover no more than the three
      (3)
      calendar years prior to the date of the request for inspection, and Licensor
      shall be entitled to no more than one (1) such inspection per calendar year,
      provided that, if an inspection reveals an underpayment by Licensee of five
      percent (5%) or greater, then the accountant shall also be permitted to inspect
      such records covering a two (2) calendar year period preceding the three (3)
      year period of such inspection. Licensor shall bear the full cost of such
      inspection unless the audit discloses an underpayment by Licensee of five
      percent (5%) or greater of any applicable royalties due hereunder, in which
      case
      Licensee shall bear the full cost of the inspection. The provisions of this
      Section 7.3 shall survive any termination or expiration of this Agreement for
      the limited purpose of permitting Licensor to verify Licensee’s payment of the
      correct prices for the quantities of the Martek Products purchased under this
      Agreement.


-77-


Section
      7.4.  Protection
      of Licensor's Proprietary Interest .
      Licensee acknowledges and agrees that the Technology, Licensed Patents and
      the
      Martek Products are proprietary to Licensor, and Licensee hereby covenants
      and
      agrees that (i) Licensee and its Affiliates shall not use the Technology or
      the
      Martek Products for any purpose not provided for hereunder, and (ii) shall
      not
      challenge or cause any Affiliate or Third Party to challenge Licensor’s rights
      to the Technology, the Licensed Patents or the Martek Products. The provisions
      of this Section 7.4 shall survive the termination (but not the expiration)
      of
      this Agreement. Notwithstanding the foregoing provisions in this Section 7.4,
      Licensee’s obligations as set forth in Section 7.4(ii) above shall not apply,
      and shall not survive the termination of this Agreement, in any country of
      the
      Territory in which such obligations are not enforceable in accordance with
      applicable law or regulation.




ARTICLE
      VIII




PATENT
      PROSECUTION AND ENFORCEMENT




Section
      8.1.  Patent
      Applications .
      The
      responsibility for the prosecution of, and the exclusive right to apply for,
      prosecute, maintain and enforce the Licensed Patents shall be and remain with
      Licensor except as provided below. Licensor shall exercise all reasonable
      efforts in this regard.




Section
      8.2.  Infringement
      Notice .
      Licensee shall notify Licensor promptly in writing of any infringement in the
      Territory of any issued Licensed Patent or other interference with Licensor's
      proprietary interests relating to the Technology or the Martek Products which
      becomes known to Licensee. If Licensor determines that a material infringement
      exists, Licensor shall communicate such determination to Licensee in writing
      and
      take prompt action to attempt to eliminate that infringement.




Section
      8.3.  Infringement
      Actions .
      If
      Licensor receives Licensee's infringement notice under Section 8.2 above and
      within a reasonable time thereafter Licensor is unsuccessful in eliminating
      the
      infringement, Licensor shall have the first right to bring, at its own expense,
      an infringement action against any Third Party within a reasonable time no
      longer than six (6) months from the date of Licensee's notice of an infringement
      under Section 8.2 above. If Licensor waives its right to bring such an
      infringement action in writing to Licensee or has not eliminated such
      infringement or initiated an infringement suit within six (6) months from the
      date of Licensee's notice of infringement, Licensee, after notifying Licensor
      in
      writing, shall be entitled to bring such infringement action at its own expense.
      The party not bringing such infringement action shall provide assistance, at
      the
      requesting party’s expense, as may be reasonably requested by the party bringing
      such action, including without limitation joining an infringement suit as a
      party. In the event that Licensee brings an infringement action in accordance
      herewith, any sums recovered by Licensee in any such infringement action or
      in
      its settlement shall belong to Licensee; provided, however, that for purposes
      of
      Section 5.3 above, after Licensee has recovered its costs and expenses
      (including but not limited to attorney’s fees) of such infringement action, any
      remaining damages attributable to the loss of sales of the Licensee Product
      shall be considered an amount received by Licensee or an Affiliate from the
      sale
      for value of the Licensee Product in the period(s) to which such damages relate
      with royalties calculated pursuant to Article V above, and any applicable
      royalties thereon shall be deemed timely remitted by Licensee to Licensor
      hereunder if remitted to Licensor within sixty (60) days of the date on which
      such damages are received by Licensee, and, in the case of settlement, Licensee
      shall reasonably and in good faith determine the portion of the settlement
      that
      represents compensation for loss of sales of the Licensee Product and such
      portion shall be treated as if such portion were damages attributable to loss
      of
      sales of the Licensee Product. The party conducting such action shall have
      full
      control over its conduct, including settlement thereof, provided that no
      offer
      of settlement or compromise shall be binding on a party without its prior
      written consent (which consent shall not be unreasonably withheld) unless such
      settlement fully releases such party without any liability, loss, cost or
      obligation to such party.


-78-




Section
      8.4.  Defense
      of Infringement Actions .
      Licensor and Licensee hereby acknowledge and agree that each party shall be
      responsible for defending, at its own expense, any infringement action brought
      against such party by any Third Party, and Licensor and Licensee agree
      reasonably to cooperate with the other in any such defense and in responding
      to
      any threatened infringement action, and to provide assistance, at its own
      (respective) expense, as may be reasonably requested by the defending
      party. ****




ARTICLE
      IX




ASSIGNMENT




Section
      9.1.  Assignment .
      This
      Agreement and the rights granted hereunder shall be assignable by Licensor,
      but
      shall not be assignable, in whole or in part, by Licensee without the prior
      written consent of Licensor.




ARTICLE
      X




PARTIES'
      RELATIONSHIP




Section
      10.1.  Relationship
      between Parties .
      Neither
      party to this Agreement shall have the power to bind the other by any guarantee
      or representation that either party may give, or in any other respect
      whatsoever, or to incur any debts or liabilities in the name of or on behalf
      of
      the other party, and for purposes of this Agreement, the parties hereto hereby
      acknowledge and agree that they shall not be deemed partners, joint venturers,
      or to have created the relationship of agency or of employer and employee
      between the parties.




ARTICLE
      XI




INDEMNITY




Section
      11.1.  Indemnity
      by Licensee .
      Licensee shall indemnify, defend and hold harmless Licensor, its Affiliates
      and
      Licensor's and its Affiliates’ directors, officers, employees and agents from
      and against all costs, expenses, damages, losses and liabilities (“Losses”)
      asserted against them for which Licensor or its directors, officers, employees
      or agents may become liable or incur or be compelled to pay and resulting from
      a
      breach by Licensee or any Licensee Affiliate of any of the Licensee's covenants,
      representations and warranties or other material terms and conditions contained
      herein or arising out of or in connection with any action or activity of any
      Designee engaged by Licensee pursuant to this Agreement, except to the extent
      that any such Losses result from: (i) a defect caused by Licensor or any
      Licensor Affiliate in the Martek Products ordered by Licensee or any Licensee
      Affiliate or Designee from Licensor hereunder (excluding
      the determination of the safety and utility of the Martek Product relating
      to
      its use in a Licensee Product) ;
      (ii)
      the failure of Licensor or any Licensor Affiliate to manufacture the Martek
      Products ordered by Licensee or any Licensee Affiliate or Designee from Licensor
      in accordance with the Specifications; (iii) any negligence or intentional
      wrongdoing of Licensor or any Licensor Affiliate; or (iv) the breach by Licensor
      of this Agreement. In addition, Licensee shall indemnify, defend and hold
      harmless Licensor, its Affiliates and Licensor’s and its Affiliates’ directors,
      officers, employees and agents from and against all Losses asserted against
      them
      by any Designee.


-79-




Section
      11.2  Indemnity
      by Licensor .
      Licensor shall indemnify, defend and hold harmless Licensee, its Affiliates,
      and
      Licensee's and its Affiliates' directors, officers, employees and agents from
      and against all Losses asserted against them for which Licensee, its Affiliates
      or the directors, officers, employees or agents of either of them may become
      liable or incur or be compelled to pay and resulting from: (i) a defect caused
      by Licensor or any Licensor Affiliate in the Martek Products ordered by Licensee
      or any Licensee Affiliate or Designee from Licensor hereunder (excluding the
      determination of the safety and utility of the Martek Product relating to its
      use in a Licensee Product); (ii) the failure of Licensor or any Licensor
      Affiliate to manufacture the Martek Products ordered by Licensee or any Licensee
      Affiliate or Designee from Licensor in accordance with the Specifications;
      (iii)
      any negligence or intentional wrongdoing of Licensor or any Licensor Affiliate;
      or (iv) the material **** breach
      by
      Licensor of this Agreement, except to the extent that any such Losses result
      from of a material **** breach
      of
      any of the Licensee's covenants, representations and warranties or other
      material terms and conditions contained herein.




Section
      11.3  Condition
      to Indemnification .  If
      either
      party expects to seek indemnification under this Article XI, it shall promptly
      give notice to the indemnifying party of the basis for such claim of
      indemnification. If indemnification is sought as a result of any third party
      claim or suit, such notice to the indemnifying party shall be within fifteen
      (15) days after receipt by the other party of such claim or suit; provided,
      however, that the failure to give notice within such time period shall not
      relieve the indemnifying party of its obligation to indemnify unless it shall
      be
      materially prejudiced by the failure. Each party shall fully cooperate with
      the
      other party in the defense of all such claims or suits. No offer of settlement,
      settlement or compromise shall be binding on a party hereto without its prior
      written consent (which consent shall not be unreasonably withheld) unless such
      settlement fully releases such party without any liability, loss, cost or
      obligation to such party. ****




Section
      11.4  Survival
      of Indemnity Obligation .
      The
      indemnification obligations provided in this Agreement, including
      that provided in this Article XI and in Section 7.2 above, shall
      survive the
      expiration or termination of this Agreement, whether occasioned by the
      Agreement's expiration pursuant to Section 4.1 above or earlier termination
      pursuant to the other Sections of Article IV above.




ARTICLE
      XII




CONFIDENTIALITY




Section
      12.1. Disclosure
      of Information .
      All the
      Technology and all other information exchanged by the parties pursuant to and
      in
      execution of their obligations and in exercise of their rights under this
      Agreement shall be deemed confidential. Licensor and Licensee acknowledge and
      agree that the value of the Technology, the Martek Products, and the Licensee
      Products is based, to a large extent, on maintaining the confidentiality of
      the
      Technology, the Martek Products and the Licensee Products and preventing any
      unauthorized dissemination to or use by Third Parties of information relating
      to
      the Technology or the Martek Products. Disclosure of confidential and
      proprietary information hereunder, whether orally or in written form, shall
      be
      safeguarded by the recipient and shall not be disclosed to Third Parties and
      shall be made available only to the receiving party's employees or other agents
      who have a need to know such information for purposes of performing the party's
      obligations, or for purposes of exercising the party's rights, under this
      Agreement and such employees or other agents shall have a legal obligation
      to
      the employer or principal, as applicable, not to disclose such information
      to
      Third Parties. Each party shall treat any and all such confidential information
      in the same manner and with the same protection as such party maintains its
      own
      confidential information. These mutual obligations of confidentiality shall
      not
      apply to any information to the extent that such information: (i) is or later
      becomes generally available to the public, such as by publication or otherwise,
      through no fault of the receiving party; (ii) is obtained from a Third Party
      having the legal right to make such a disclosure; or (iii) is independently
      developed by a party without access to the confidential information. Licensor,
      Licensee or Licensee’s Affiliates shall not remove from any communications or
      other documents delivered by a disclosing party any proprietary notices affixed
      thereto by the disclosing party.


-80-




Notwithstanding
      the foregoing, Licensor and Licensee may disclose (including but not limited
      to
      disclosure in response to questions) or announce to any Third Person, or issue
      a
      press release concerning (a) the fact, the nature and the terms of this
      Agreement and the transactions to be performed pursuant hereto; or (b) any
      otherwise confidential or proprietary information as and to the extent required
      by applicable law or government agency of the United States and the countries of
      the Territory, including, but not limited to, any applicable disclosure
      requirements under the federal securities laws or regulations thereunder,
      provided that in the case of each such disclosure, announcement or press
      release, the disclosing party gives no less than five (5) business days prior
      written notice to the other party and gives the other party such assistance
      as
      the other party may reasonably request, in accordance with applicable law,
      in
      order to prevent, challenge, modify or protect such disclosure; provided,
      however, that Licensor and Licensee may disclose the fact and the terms of
      this
      Agreement to its attorneys and accountants without notice to the other
      party.




Section
      12.2.  Post-Termination
      Obligations .
      The
      mutual confidentiality obligations of the parties under the provisions of this
      Article XII shall survive the termination (but not expiration) of this Agreement
      for a period of fifteen (15) years from the date of such termination. Upon
      termination of this Agreement, unless Licensee is entitled to a fully paid,
      royalty free license to use the Technology and the Martek Products pursuant
      to
      Sections 4.1 and 5.1 above, Licensee shall promptly return to Licensor all
      the
      Technology, Martek Product samples, documents, records, and all other property
      or documentation disclosed or delivered to Licensee or its Affiliates pursuant
      to this Agreement and then in existence, subject to the retention by Licensee
      of
      one (1) copy thereof for archival purposes only.




ARTICLE
      XIII




LIMITATION
      OF LIABILITY




Section
      13.1  Indirect
      Damages .
      IN NO
      EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR COSTS OF PROCUREMENT OF
      SUBSTITUTE GOODS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
      EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING
      BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY, WHETHER BASED
      ON
      BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY UPON WHICH
      ONE PARTY MAY SEEK REMEDIES AGAINST THE OTHER.




Section
      13.2. Maximum
      Aggregate Liability .
      LICENSOR’S TOTAL LIABILITY TO LICENSEE ARISING OUT OF OR IN CONNECTION WITH THIS
      AGREEMENT IN ANY CALENDAR YEAR DURING THE TERM OF THIS AGREEMENT, WHETHER BASED
      ON BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE), SHALL IN NO EVENT EXCEED
      THE TOTAL AMOUNT ACTUALLY PAID TO LICENSOR BY LICENSEE IN ACCORDANCE WITH THIS
      AGREEMENT DURING SUCH CALENDAR YEAR.


-81-




ARTICLE
      XIV




MISCELLANEOUS




Section
      14.1.  Dispute
      Resolution .
      Licensor and Licensee covenant and agree to use their diligent efforts to
      resolve any disputes that arise between them in the future and are related
      to
      this Agreement through negotiation and mutual agreement and, if
      good faith efforts to so negotiate and mutually agree are unavailing, through
      binding arbitration under the procedures set forth herein. When either party
      learns of a dispute subject to arbitration under this Agreement, it shall
      promptly send written notice of the dispute to the other party. The parties
      agree that for a period of thirty (30) days from the sending of such written
      notice, they shall in good faith negotiate to resolve the dispute. Subject
      to
      the foregoing, disputes arising in connection with this Agreement shall be
      finally settled under the Rules of the American Arbitration Association by
      three
      arbitrators appointed in accordance with such Rules. Unless the parties to
      such
      dispute agree otherwise in writing, any such arbitration shall be conducted
      in
      Baltimore, Maryland and the results of such Arbitration shall be final and
      binding on the parties and enforceable in any court of competent
      jurisdiction .




Section
      14.2.  Information
      Exchange .
      During
      the Term of this Agreement, the parties shall promptly notify each other of
      any
      report of an adverse event associated with the use of a Martek Product in any
      Licensee Product. Licensee shall have sole discretion in determining what
      action, if any, is to be taken in connection with any such adverse event report
      relating to a Licensee Product.




Section
      14.3.  Force
      Majeure .
      Neither
      party to this Agreement shall be liable for damages due to delay or failure
      to
      perform any obligation under this Agreement if such delay or failure results
      directly or indirectly from circumstances beyond the control of such party.
      Such
      circumstances shall include, but shall not be limited to, acts of God, acts
      of
      war, civil commotions, riots, strikes, lockouts, acts of the government in
      either its sovereign or contractual capacity, interruption of telecommunications
      transmissions, inability to obtain suitable equipment or components, accident,
      fire, water damages, flood, earthquake, or other natural catastrophes. If
      remittance of U.S. Dollars is prevented or impaired for reasons of force
      majeure, the party owing the money shall settle such obligations in the manner
      as may be reasonably instructed by the party to whom the obligation is owed.
      Should the effect of force majeure continue for more than three (3) consecutive
      months, the adversely affected party may terminate this Agreement without
      liability (other than for claims arising prior to the effective date of
      termination) on thirty (30) days notice to the party impaired by force majeure.




Section
      14.4.  Construction
      of Agreement .
      This
      Agreement shall be construed and the respective rights of the parties shall
      be
      determined under and pursuant to the laws of the State of Delaware, United
      States of America, without regard to the principles of conflict of laws thereof.
      The parties expressly exclude the applicability of the Convention on Contracts
      for the International Sale of Goods.




Section
      14.5.  Notices .
      Notices
      required under this Agreement shall be in writing and sent by registered mail,
      by facsimile transmission, by nationally recognized overnight courier service,
      or by hand delivery, with written verification of receipt and date of receipt,
      to the respective parties at the following addresses:




Notices
      to Licensor:


Martek
      Biosciences Corporation


6480
      Dobbin Road


Columbia,
      Maryland 21045 USA


Facsimile:
      (410) 740-2985


Attn:
      General Counsel




Notices
      to Licensee:


American
      St. George Biological Technology Corporation


9784
      Athletic Way


Gaithersburg,
      Maryland 20878 USA


Facsimile:_____________________


Attn:
      ________________________


-82-




or
      to
      such other address as either party may designate by a notice given in compliance
      with this paragraph, and shall be deemed effective when received.




Section
      14.6.  Entire
      Agreement .
      The
      terms and provisions contained in this Agreement and its Exhibits constitute
      the
      entire agreement between the parties on the subject matter hereof and shall
      supersede all previous communications, representations, agreements or
      understandings, either oral or written between the parties hereto with respect
      to the subject matter hereof. No agreement or understanding varying or extending
      this Agreement will be binding upon either party hereto, unless in a writing
      which specifically refers to this Agreement, and signed by duly authorized
      officers or representatives of the respective parties.




Section
      14.7.  Binding
      Effect .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns. No person, firm or
      corporation other than the parties hereto and their successors and permitted
      assigns shall derive rights or benefits under this Agreement.




Section
      14.8.  Counterparts .
      This
      Agreement may be executed in counterparts.




Section
      14.9.  Severability .
      If any
      provision of this Agreement is declared void or unenforceable by any relevant
      judicial or administrative authority, such declaration shall not of itself
      nullify the remaining provisions of this Agreement. Consequently, the parties
      shall meet to determine the effect of any such declaration and any variations
      to
      this Agreement which are mutually desirable.




Section
      14.10.  Waiver .
      No
      waiver by either party of any breach of any of the terms or conditions herein
      provided to be performed by the other party shall be construed as a waiver
      of
      any subsequent breach, whether of the same or of any other term or condition
      hereof.




Section
      14.11 Headings .
      Section
      headings contained in this Agreement are inserted for convenience of reference
      only. The section headings shall not be deemed to be a part of this Agreement
      for any purpose and shall not in any way define or affect the meaning,
      construction or scope of any of the provisions hereof.




THEREFORE,
      the parties hereto have caused this Agreement to be duly executed in their
      respective behalves as of the day and year first written above.




**MARTEK
                  BIOSCIENCES CORPORATION**
                **(Licensor)**
              **AMERICAN
                  ST. GEORGE**
                **BIOLOGICAL
                  TECHNOLOGY**
                **CORPORATION
                  (Licensee)**By:
              By:Print
                  Name:
              Print
                  Name:Print
                  Title:
              Print
                  Title:Date:
              Date:




-83-


EXHIBIT
      1




LICENSED
      PATENTS




**“Microbial
      Oil Mixtures and Uses Thereof”**




**Country**
            
            **Status**
            
            **Application
                No.**
            
            **Publ.
                or Patent No.**Australia
            
            Granted
                7 Nov 95
            
            12392/92
            
            661,297Brazil
            
            Pending
                (contesting final rejection)
            
            PI
                9205526.5Canada
            
            Granted
                (15 Dec 98)
            
            2,101,274
            
            2,101,274Europe,(designates
                Austria, Belgium, Denmark, France, Germany, Great Britain, Greece,
                Italy,
                , Luxembourg, Monaco, Netherlands, Spain, Sweden, and Switzerland/
                Liechtenstein)
            
            Granted
                18 Apr 01
              Opposition
                Pending
              
              Pending
                (div of 0568606)
            
            92904388.3
              
              
              1200067.5
            
            0
                568 606Indonesia
            
            Granted
                20 Jun 95
            
            P
                001678
            
            ID
                0000174Israel
            
            Granted
                1 Apr 96
              Granted
                14 Oct 97
            
            100733
              114253
            
            100733
              114253Japan
            
            Granted
                19 Dec 97
              Opposition
                Pending
            
            504606/92
            
            06-505153
                (published)
              2731035
                (granted)Mexico
            
            Granted
                6 Jan 97
            
            9200320
            
            183638New
                Zealand
            
            Granted
                16 Feb 95
            
            241359
            
            241359OPAI
                (French Africa)
            
            Granted
                29 Dec 97
            
            PV
                60396
            
            10348PCT
            
            Nationalized
              Published
                6 Aug 92
            
            PCT/US92/00522
            
            WO92/12711Philippines
            
            Pending
            
            43812Russia
            
            Granted
                27 Oct 97
            
            93052410.13
            
            2,093,996Singapore
            
            Granted
                10 Jan 02
            
            9608986.7
            
            49307South
                Africa
            
            Granted
                28 Oct 92
            
            92/0452
            
            92/0452South
                Korea
            
            Granted
                9 Jan 02
              Granted
                20 Mar 01
              Granted
                25 Oct 01
            
            1993-0702205
              2000-7003480
              2001-7002283
            
            321543
              292103
              313987Sri
                Lanka
            
            Granted
                17 Jun 94
            
            10526
            
            10526United
                States
            
            Granted
                20 Dec 94
              Granted
                27 Aug 96
            
            07/944,739
              08/358,474
            
            5,374,657
              5,550,156


-84-


**“Arachidonic
      Acid and Methods for the Production and Use Thereof”**




**Country**
            
            **Status**
            
            **Application
                No.**
            
            **Publ.
                or Patent No.**Australia
            
            Granted
                21 Nov 95
              Granted
                02 Dec 1999
            
            12355/92
              48542/96
            
            661,674
              713,567Brazil
            
            Pending
                (contesting final rejection)
              Pending
                (contesting final rejection)
            
            PI
                9205519.2
              
              PI
                9607179.6Canada
            
            Granted
                2 Apr 02
              Granted
                28 May 02
            
            2,101,273
              
              2,209,513
            
            2,101,273
              
              2,209,513China
            
            Pending
            
            96192002.2Eurasia
            
            Granted
                28 Aug 00
            
            97-0090US
            
            1036Europe,(designates
                Austria, Belgium, Denmark, France, Greece, Germany, Great Britain,
                Ireland, Italy, Luxembourg, Monaco, Netherlands, Portugal, Spain,
                Sweden,
                and Switzerland/ Liechtenstein)
            
            Granted
                6 Sep 00
              Opposition
                Pending
              Pending
              Pending
              (div
                of EP 0 568 608)
            
            92904428.7
              
              96904435.3
              99204324.0
            
            0
                568 608Finland
            
            Pending
            
            972829Indonesia
            
            Granted
                22 Dec 95
            
            P-001679
            
            ID
                0000393Israel
            
            Granted
                1 Oct 95
            
            100,732
            
            100,732Japan
            
            Pending
              Granted
                7 Sep 01
            
            521231
                (1996)
              10-240168
                (1998)
            
            10-512444
              11-151075
                (1999) (published)
              3229268
                (granted)Mexico
            
            Granted
                6 Jul 01
              Pending
            
            9200301
              9705078
                (or 975078)
            
            202940New
                Zealand
            
            Granted
                8 Feb 95
            
            241,358
            
            241,358Norway
            
            Pending
            
            973085OAPI
                (French Africa)
            
            Granted
                15 Sep 94
            
            PV
                60397
            
            09909PCT
            
            Nationalized
              Published
                6 Aug 1992
              
              Published
                11 Jul 1996
            
            PCT/92US/00517
              (filed
                22 Jan 92)
              PCT/US96/00182
              (filed
                03 Jan 96)
            
            WO
                92/13086
              
              WO
                96/21037Philippines
            
            Pending
            
            1992
                -43811Poland
            
            Pending
            
            P321,208Russia
            
            Granted
                29 Jan 98
            
            93-054772
            
            2120998Singapore
            
            Granted
                30 Mar 99
            
            9703038.1
            
            42669South
                Korea
            
            Granted
                1 Feb 00
              Granted
                29 Jun 01
              (div
                of 702193)
              Opposition
                Pending
              Pending
            
            1993-702193
              1999-7008800
              
              
              1997-704585
            
            254300
              302036South
                Africa
            
            Granted
                28 Oct 92
            
            92/0454
            
            92/0454Sri
                Lanka
            
            Granted
                27 Oct 93
            
            10527
            
            10527United
                States
            
            Granted
                19 Aug 97
            
            08/367,881
            
            5,658,767




-85-




**“Docosahexaenoic
      Acid, Methods for its Production**


**and
      Compounds Containing the Same”**




**Country**
            
            **Status**
            
            **Application
                No.**
            
            **Publ.
                or Patent No.**Australia
            
            Granted
                15 Jun 95
            
            73302/91
            
            660,162Brazil
            
            Pending
                (contesting final rejection)
            
            PI
                9106038.9Canada
            
            Granted
                2 May 00
            
            2,076,018
            
            2,076,018Europe
                (designates
                Austria, Belgium, Denmark, France, Greece, Germany, Great Britain,
                Italy,
                , Luxembourg, Netherlands, Romania, Spain, Sweden, and Switzerland/
                Liechtenstein)
            
            Granted
                22 Apr 1998
              (opposition
                pending)
            
            91903945.3
            
            0
                515 460Israel
            
            Granted
                16 Jun 95
              Granted
                11 Jun 98
            
            97,126
              111,174
            
            97,126
              111,174Japan
            
            Granted
                25 Sep 98
              
              Pending
            
            504147/91
              
              10-177561
                (1998)
            
            5-503425
                (published)
              2830951
                (granted)
              11-092783
                (published)Norway
            
            Pending
            
            2000-0491PCT
            
            Nationalized
              Published
                22 Aug 1991
            
            PCT/US91/00733
            
            WO
                91/11918Philippines
            
            Granted
                3 Nov 98
              Allowed
              Allowed
            
            I
                41991
              I
                54562
              I
                54563
            
            31568South
                Korea
            
            Granted
                8 Jan 01
              Granted
                22 Dec 00
              Granted
                13 Apr 01
            
            701943
              708207
              7011087
            
            285870
              284731
              294293United
                States
            
            Granted
                14 Mar 95
              Granted
                18 Apr 95
              Granted
                20 Feb 96
              Granted
                27 Jan 98
            
            07/916,874
              07/479,135
              08/386,079
              08/583,845
            
            5,397,591
              5,407,957
              5,492,938
              5,711,983




-86-




EXHIBIT
      2




SPECIFICATIONS




[attached]




-87-











**ARASCO** **®**





**Specifications**




*General
      Characteristics*





Description:
            Vegetable
                oil from fungi, containing 40% arachidonic acid (ARA)Appearance:
            Free
                flowing yellow liquid oil (triglyceride)Odor:
            CharacteristicAntioxidants:
            Ascorbyl
                palmitate (250 ppm) and tocopherols (250-500
                ppm)




*Chemical
                Characteristics*
            
            *Fatty
                Acid Composition*
            *Area
                %*Free
                Fatty Acid
            <
                0.4%
            
            14:0
            0-2Peroxide
                Value
            <
                5 meq/kg
            
            16:0
            5-20Non-saponifiables
            
            
            16:1
            0-2
                < 3.5%18:0
            5-2018:1
            5-38*Elemental
                Composition*
            
            18:2
            4-15Arsenic
            <
                0.5 ppm
            
            18:3
            1-5Copper
            <
                0.1 ppm
            
            20:0
            0-2Iron
            <
                0.5 ppm
            
            20:3
            1-5Lead
            <
                0.2 ppm
            
            **20:4
                ARA**
            **38-44**Mercury
            <
                0.2 ppm
            
            22:0
            0-3Phosphorous
            
            
            24:0
            0-3
                < 10 ppmOthers
            0-3





Rev.
      4/23/02


-88-








**DHASCO** **®**




**Specifications**




*General
      Characteristics*




Description:
            Vegetable
                oil from microalgae, containing 40% docosahexaenoic acid
                (DHA)Appearance:
            Free
                flowing light yellow-dark orange liquid oil
                (triglyceride)Odor:
            CharacteristicAntioxidants:
            Ascorbyl
                palmitate (250 ppm) and tocopherols (250
                ppm)





*Chemical
                Characteristics*
            
            *Fatty
                Acid Composition*
            *Area
                %*Free
                Fatty Acid
            <
                0.4%
            
            10:0
            0-2Peroxide
                Value
            
            
            12:0
            0-6
                < 5 meq/kgNon-saponifiables
            
            
            14:0
            5-20
                < 3.5%16:0
            5-20*Elemental
                Composition*
            
            
            16:1
            0-3Arsenic
            <
                0.5 ppm
            
            18:0
            0-2Copper
            <
                0.1 ppm
            
            18:1
            10-40Iron
            <
                0.5 ppm
            
            18:2
            0-5Lead
            <
                0.2 ppm
            
            **22:6
                DHA**
            **40-45**Mercury
            <
                0.2 ppm
            
            24:1
            0-2Phosphorous
            <
                10 ppm
            
            Others
            0-3




Rev.
      7/17/00


-89-




EXHIBIT
      3




TERRITORY




During
      the term of the attached Agreement the Territory includes only the following
      provinces in the Peoples Republic of China:




Province
            
            License
                Fee Due At Effective Date
            
            License
                Fee Due at First Anniversary
              of
                Effective Date
            
            Nonrefundable
                Pre-payment Due At Effective DateChina
            
            $
            xxx,xxx.00
            
            $
            xxx,xxx.00
            
            $
            xxx,xxx.00**T****otal**
            
            **$**
            **xxx,xxx.00**
            
            **$**
            **xxx,xxx.00**
            
            **$**
            **xxx,xxx.00**




-90-


EXHIBIT
      4




TRADEMARKS


**MARK**
              
              **COUNTRY**
              
              **CLASSES**
              
              **STATUS**
              
              **REGISTRA-
                  TION OR SERIAL NO.****Neuromins**
              
              United
                  States
              
              1,5,29
              
              Reg.
                  12/8/98
              
              2,209,435Argentina
              
              1
              
              Reg.
                  7/13/00
              
              1,798,850Argentina
              
              5
              
              Reg.
                  3/20/01
              
              1,822,815Argentina
              
              29
              
              Reg.
                  7/13/00
              
              1,798,842Brazil
              
              1.90
              
              Pending
              
              821,683,080Brazil
              
              5.18
                  / 5.50
              
              Pending
              
              821,683,098Brazil
              
              29.40
              
              Pending
              
              821,683,101Canada
              
              N/A
              
              Reg.
                  3/26/99
              
              510,042China
              
              1
              
              Reg.
                  8/14/99
              
              1302546[in
                  Chinese characters]
              
              China
              
              1
              
              Reg.
                  8/14/99
              
              1302547China
              
              5
              
              Reg.
                  8/14/99
              
              1302800[in
                  Chinese characters]
              
              China
              
              5
              
              Reg.
                  7/28/99
              
              1297757China
              
              29
              
              Reg.
                  7/14/99
              
              1293972[in
                  Chinese characters]
              
              China
              
              29
              
              Reg.
                  7/14/99
              
              1293973European
                  Community
              
              1,
                  5, 30
              
              Reg.
                  11/6/98
              
              371,583Japan
              
              5
              
              Reg.
                  6/30/00
              
              4,395,702Japan
              
              29
              
              Reg.
                  1/14/99
              
              4,229,698Japan
              
              30
              
              Reg.
                  1/14/99
              
              4,229,699Malaysia
              
              1
              
              Reg.
                  8/26/2002
              
              990003415Malaysia
              
              5
              
              Reg.
                  6/2002
              
              990003414Malaysia
              
              29
              
              Reg.
                  1/2002
              
              990003416Mexico
              
              1
              
              Reg.
                  7/30/97
              
              554,719Mexico
              
              5
              
              Reg.
                  7/30/97
              
              554,720Mexico
              
              29
              
              Reg.
                  7/30/97
              
              554,721Mexico
              
              30
              
              Reg.
                  7/30/97
              
              554,722Philippines
              
              1,
                  5, 29
              
              Pending
              
              4-99-02756Singapore
              
              1
              
              Reg.
                  4/1/99
              
              T99/03166HSingapore
              
              5
              
              Reg.
                  4/1/99
              
              T99/03167FSingapore
              
              29
              
              Reg.
                  4/1/99
              
              T99/03168DSouth
                  Korea
              
              1,
                  5
              
              Reg.
                  5/28/01
              
              494,293South
                  Korea
              
              29
              
              Reg.
                  6/13/01
              
              495,411




**MARK**
            
            **COUNTRY**
            
            **CLASSES**
            
            **STATUS**
            
            **REGISTRA-
                TION OR SERIAL NO.****Neuromins**(cont’d)
            
            Taiwan
            
            1
            
            Reg.
                5/1/00
            
            890,455Taiwan
            
            5
            
            Reg.
                10/16/00
            
            908,731Taiwan
            
            29
            
            Reg.
                7/16/01
            
            951,558





-91-





Venezuela
            
            1
            
            Reg.
                9/28/00
            
            P224027Venezuela
            
            5
            
            Abandoned
            
            7567-1999Venezuela
            
            29
            
            Reg.
                9/28/00
            
            P224028**Arasco**
            
            United
                States
            
            5
            
            Reg.
                5/23/95
            
            1,894,738Benelux
            
            1,
                5
            
            Reg.
                9/22/94
            
            558,581Canada
            
            N/A
            
            Reg.
                4/22/97
            
            475,074China
            
            1
            
            Reg.
                2/28/97
            
            952085China
            
            5
            
            Reg.
                4/14/97
            
            978613France
            
            1,
                5
            
            Reg.
                10/6/94
            
            94/539.090France
            
            5
            
            Reg.
                7/27/95
            
            95/582.463Germany
            
            1,
                5
            
            Reg.
                6/22/95
            
            2
                908 191Germany
            
            5
            
            Reg.
                10/20/97
            
            395
                30 455Indonesia
            
            1,5
            
            Reg.
                5/19/1995
            
            368,475Israel
            
            1
            
            Reg.
                7/1/96
            
            94940Israel
            
            5
            
            Reg.
                7/1/96
            
            94941Italy
            
            1,
                5
            
            Reg.
                7/25/96
            
            685002Japan
            
            5
            
            Reg.
                8/29/97
            
            3343313[in
                Korean characters
            
            South
                Korea
            
            10
            
            Reg.
                9/27/97
            
            367277Spain
            
            1
            
            Reg.
                5/5/95
            
            1
                923 229/2Spain
            
            5
            
            Reg.
                5/5/95
            
            1
                923 231/4United
                Kingdom
            
            1
            
            Reg.
                9/26/94
            
            1,586,321United
                Kingdom
            
            5
            
            Reg.
                9/26/94
            
            1,586,322**Dhasco**
            
            United
                States
            
            1
            
            Reg.
                5/23/95
            
            1,894,739Benelux
            
            1,
                5
            
            Reg.
                9/22/94
            
            558,580Canada
            
            N/A
            
            Reg.
                4/23/97
            
            475,083China
            
            1
            
            Reg.
                2/28/97
            
            952084China
            
            5
            
            Reg.
                4/14/97
            
            978614France
            
            1,
                5
            
            Reg.
                10/6/94
            
            94/539.089France
            
            5
            
            Reg.
                7/27/95
            
            95/582.461Germany
            
            5
            
            Reg.
                7/25/95
            
            395
                30 456Germany
            
            1,
                5
            
            Reg.
                6/22/95
            
            2908192Indonesia
            
            1,
                5
            
            Reg.
                5/19/95
            
            367,623Israel
            
            1
            
            Reg.
                7/1/96
            
            94942Israel
            
            5
            
            Reg.
                7/1/96
            
            94943Italy
            
            1,
                5
            
            Reg.
                7/25/96
            
            685003Japan
            
            1
            
            Reg.
                12/25/96
            
            3236317Japan
            
            5
            
            Reg.
                8/29/97
            
            3343314[in
                Korean characters]
            
            South
                Korea
            
            10
            
            Reg.
                4/23/96
            
            337927United
                Kingdom
            
            1
            
            Reg.
                9/26/94
            
            1,586,323United
                Kingdom
            
            5
            
            Reg.
                9/26/94
            
            1,586,324**Formulaid**
            
            United
                States
            
            5
            
            Reg.
                12/21/93
            
            1,812,662Benelux
            
            5
            
            Reg.
                8/4/94
            
            561,563Canada
            
            N/A
            
            Reg.
                12/22/95
            
            452,191China
            
            5
            
            Pending
            
            950107524France
            
            5
            
            Reg.
                8/22/94
            
            94/533,500Germany
            
            5
            
            Reg.
                5/15/95
            
            2
                096 416Indonesia
            
            5
            
            Reg.
                5/19/95
            
            371734Israel
            
            5
            
            Reg.
                2/4/96
            
            94166Italy
            
            5
            
            Reg.
                7/25/96
            
            684464





-92-





Japan
            
            5
            
            Reg.
                4/25/97
            
            3294461[in
                Korean characters]
            
            South
                Korea
            
            10
            
            Reg.
                11/13/97
            
            382069Spain
            
            5
            
            Reg.
                10/5/95
            
            1,918,547/2United
                Kingdom
            
            5
            
            Reg.
                8/8/94
            
            1581072


-93-


EXHIBIT
      5




PURCHASE
      PRICE




Licensee
      shall pay Martek compensation for the Martek Products (in oil form) and/or
      the
      rights granted in the attached Agreement in accordance with any of the three
      pricing alternatives (Pricing Alternatives A-C) then available to Licensee
      as
      set forth in this Exhibit 5 which shall be selected by Licensee for each order
      for the Martek Products and shall be set forth in each such order. Annual
      volumes purchased in accordance with Pricing Alternatives A, B and C shall
      be
      calculated and aggregated for the purpose of determining the volume-based
      pricing set forth below. Solely for the purpose of calculating, under Section
      5.2 ,
      the
      prices payable by Licensee for the Martek Products in accordance with Pricing
      Alternatives A and B during the remainder of calendar year 2003, (a) the
      quantity of Martek Products specified by Licensee on the Effective Date in
      accordance with the requirements of Section 3.2(i) for purchase in Pricing
      Alternatives A, B and/or C during the remainder of calendar year 2003 shall
      be
      multiplied by a fraction, the numerator of which shall be 365 and the
      denominator of which shall be the number of days remaining between the Effective
      Date and December 31, 2003, and (b) the quantity of Martek Products actually
      purchased by Licensee between the Effective Date and December 31, 2003 shall
      be
      multiplied by the same fraction. The parties expressly acknowledge that,
      notwithstanding the foregoing calculations, Martek shall use the quantity of
      Martek Products specified by Licensee on the Effective Date in accordance with
      the requirements of Section 3.2(i) for production planning purposes. All prices
      and royalty rates set forth in this Exhibit
      5 are firm
      through December 31, 2004, and are thereafter subject to adjustment by Licensor.
      The sale of any Licensee Products which do not include any Martek Products
      shall
      result in the exercise of the rights granted in the attached Agreement and
      shall
      be deemed an election of Pricing Alternative C for such Licensee
      Products.




The
      term
      "Unit of the Martek Products" is defined in Section 1.12 of the Agreement.
      A
      kilogram of the Martek Products, as referred to in this Exhibit5 ,
      shall
      contain approximately forty percent (40%), by weight, of docosahexaenoic acid
      (“DHA”) or arachidonic acid (“ARA”) or DHA and ARA in the aggregate combined.
      Should Martek Products containing approximately forty percent (40%), by weight,
      of DHA or ARA or DHA and ARA in the aggregate combined cease to be available,
      the per kilogram pricing alternatives set forth below shall likewise cease
      to be
      available.




-94-


**P** **RICING** **** **A** **LTERNATIVE** A ( Martek
        Products comprise 100% of Omega-3 and Omega-6 LCPUFAs in the Licensee Products;
        Licensee Products have levels of Omega-3 and Omega-6 LCPUFAs of: (i) no
        less
        than 0.15% of total fatty acids as DHA and 0.15% of total fatty acids as
        ARA and
        (ii) no less than 0.40% of total fatty acids as ARA and DHA ) **:**




Purchase
      Price :
      Calculated as follows:




Annual
                Volume (Units)
            
            Price
                per Unit of Martek Products
            
            Annual
                Volume (Kilograms)
            
            Price
                per Kilogram of Martek Products0
                -
                10,000
            
            $
            510.00
            
            
            0
                - 25,000
            
            $
            204.0010,001
                - 20,000
            
            $
            475.00
            
            
            25,001
                - 50,000
            
            $
            190.0020,001
                - 80,000
            
            $
            412.50
            
            
            50,001
                - 200,000
            
            $
            165.00Over
                80,000
            
            $
            400.00
            
            
            Over
                200,000
            
            $
            160.00




Royalty :
      None




Conditions :





1.  Martek
      Products ordered from Martek for which Licensee selects Pricing Alternative
      A
      must comprise one hundred percent (100%) of any and all Omega-3 and Omega-6
      Long-Chain Polyunsaturated Fatty Acids (“LCPUFA”) contained in any quantity of
      any Licensee Product (for purposes of this Exhibit5 ,
      the
      term "LCPUFA” shall mean any fatty acid, other than linoleic acid,
      gammalinolenic acid and alphalinolenic acid, which contains at least eighteen
      (18) carbon atoms and at least two (2) double bonds).




2.  Any
      Licensee Products for which Licensee selects Pricing Alternative A, which are
      designed and/or marketed for infants up to six (6) months of age, shall have
      an
      Omega-3 and Omega-6 LCPUFA composition of: (i) no less than 0.15% of total
      fatty
      acids as DHA and 0.15% of total fatty acids as ARA and (ii) no less than 0.40%
      of total fatty acids as ARA and DHA.




**P**RICING********A****LTERNATIVE**B** ( Martek
      Products comprise 100% of Omega-6 LCPUFAs in the Licensee Products; Licensee
      Products have levels of Omega-3 and Omega-6 LCPUFAs of: (i) no
      less
      than 0.15% of total fatty acids as DHA and 0.15% of total fatty acids as ARA
      and
      (ii) no less than 0.40% of total fatty acids as ARA and DHA ) **:**




Purchase
      Price :
      Calculated as follows:




Annual
                Volume (Units)
            
            Price
                per Unit of Martek Products
            
            Annual
                Volume (Kilograms)
            
            Price
                per Kilogram of Martek Products0
                -
                10,000
            
            $
            637.50
            
            
            0
                - 25,000
            
            $
            255.0010,001
                - 20,000
            
            $
            593.75
            
            
            25,001
                - 50,000
            
            $
            237.5020,001
                - 80,000
            
            $
            515.63
            
            
            50,001
                - 200,000
            
            $
            206.25Over
                80,000
            
            $
            500.00
            
            
            Over
                200,000
            
            $
            200.00




Royalty :
      None


Conditions :




1.  Martek
      Products ordered from Martek for which Licensee selects Pricing Alternative
      B
      must comprise one hundred percent (100%) of any and all Omega-6 LCPUFAs
      contained in any quantity of any Licensee Product.




2.  Any
      Licensee Products for which Licensee selects Pricing Alternative B, which are
      designed and/or marketed for infants up to six (6) months of age, shall have
      an
      Omega-3 and Omega-6 LCPUFA composition of: (i) no less than 0.15% of total
      fatty
      acids as DHA and 0.15% of total fatty acids as ARA and (ii) no less than 0.40%
      of total fatty acids as ARA and DHA.


-95-




**P**RICING********A****LTERNATIVE**C** (Transfer
      price and 3% royalty; Licensee Products have levels of Omega-3 and Omega-6
      LCPUFAs of: (i) no
      less
      than 0.15% of total fatty acids as DHA and 0.15% of total fatty acids as ARA
      and
      (ii) no less than 0.40% of total fatty acids as ARA and DHA ) **:**




Purchase
      Price :
      $100
      per kilogram of Martek Products or $250 per Unit of the Martek
      Products




Royalty :





(i)  Licensee
      shall pay Licensor,
      during the period described in (iii) below, a royalty equal to three percent
      (3.0%) of the greater of (x) the cost of goods sold applicable to each Licensee
      Product, as determined using generally acceptable accounting principles and
      methodologies reflected on Licensee's audited annual financial statements and
      as
      mutually agreed to by Licensor and Licensee (the "Cost of Goods Sold"), or
      (y)
      the amount received by Licensee or its Affiliates from the sale for value of
      each Licensee Product to Third Parties, which amount received by Licensee or
      its
      Affiliates shall not be reduced by taxes assessed on income from such sales
      but
      shall not include: normal returns and allowances actually paid or allowed by
      Licensee or its Affiliates; customary discounts, whether cash or trade; rebates;
      and sales and other taxes based on the sales prices of the Licensee Product
      whether or not absorbed by Licensee or its Affiliates (the "Sales Price").




(ii)  During
      the period described in (iv) below, Licensee shall pay Licensor a royalty equal
      to one and one-half percent (1.5%) of the greater of (x) the Cost of Goods
      Sold
      applicable to each Licensee Product, or (y) the Sales Price of each Licensee
      Product to Third Parties .




(iii)  Licensee
      shall pay the royalty specified in (i) above as to each country in the Territory
      in which the Licensee Product is sold or otherwise distributed for consumer
      use,
      until the expiration of any Licensed Patents in such country, regardless of
      when
      such Licensed Patents may issue; provided; however, that the royalty specified
      in Section 5.3(i) above shall be paid in every country in which any Licensee
      Product is sold or otherwise distributed for consumer use, whether or not
      Licensor obtains a patent in such country, for a period of not less than ten
      (10) years after the date of the first commercial sale of such Licensee Product
      in that country, and provided, further, that no royalty shall be payable upon
      sales of a Licensee Product in a country after the twenty-fifth (25th)
      anniversary of the date of the first commercial sale of such Licensee Product
      in
      that country.




(iv)  Licensee
      shall pay the royalty specified in Section (ii) above as to each country in
      the
      Territory in which the Licensee Product is sold or otherwise distributed for
      consumer use, for such additional period of time, if any, between the expiration
      of the royalty obligation described in Section 5.3(iii) above and the
      twenty-fifth (25th) anniversary of the date of the first commercial sale of
      the
      Licensee Product in such country.




Condition :




Any
      Licensee Products for which Licensee selects Pricing Alternative C, which are
      designed and/or marketed for infants up to six (6) months of age, shall have
      an
      Omega-3 and Omega-6 LCPUFA composition of: (i) no less than 0.15% of total
      fatty
      acids as DHA and 0.15% of total fatty acids as ARA and (ii) no less than 0.40%
      of total fatty acids as ARA and DHA.




-96-