EX-10.2






EXHIBIT 10.2




REGISTRATION RIGHTS AGREEMENT




This Registration Rights Agreement (this “Agreement”) is made and entered into as of
March 8, 2007, by and among Neose Technologies, Inc., a Delaware corporation (the
“Company”), and the several purchasers signatory hereto (each such purchaser, a
“Purchaser” and collectively, the “Purchasers”).



This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date
hereof, between the Company and each Purchaser (the “Purchase Agreement”).



The Company and each Purchaser hereby agrees as follows:



1. Definitions. Capitalized terms used and not otherwise defined herein that are
defined in the Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms shall have the following meanings:




“Advice” shall have the meaning set forth in Section 6(d).




“Effectiveness Date” means, with respect to the Initial Registration Statement,
July 15, 2007 and, with respect to any additional Registration Statements which may be
required pursuant to Section 3(c), the 60th calendar day following the date on which the
additional Registration Statement is required to be filed hereunder; provided,
however, that in the event the Company is notified by the Commission that one of the
above Registration Statements will not be reviewed or is no longer subject to further review
and comments, the Effectiveness Date as to such Registration Statement shall be the fifth
Trading Day following the date on which the Company is so notified if such date precedes the
dates required above.




“Effectiveness Period” shall have the meaning set forth in Section 2(a).




“Event” shall have the meaning set forth in Section 2(b).




“Event Date” shall have the meaning set forth in Section 2(b).




“Filing Date” means, with respect to the Initial Registration Statement, May
15, 2007 and, with respect to any additional Registration Statements which may be required
pursuant to Section 3(c), the earliest practicable date on which the Company is permitted by
SEC Guidance to file such additional Registration Statement related to the Registrable
Securities.




“Holder” or “Holders” means the holder or holders, as the case may be,
from time to time of Registrable Securities.




“Indemnified Party” shall have the meaning set forth in Section 5(c).




“Indemnifying Party” shall have the meaning set forth in Section 5(c).




“Initial Registration Statement” means the initial Registration Statement filed
pursuant to this Agreement.




“Losses” shall have the meaning set forth in Section 5(a).




“Plan of Distribution” shall have the meaning set forth in Section 2(a).




“Prospectus” means the prospectus included in a Registration Statement
(including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such Prospectus.




“Registrable Securities” means all of (i) the Shares, (ii) the Warrant Shares,
(iii) any additional shares issuable in connection with any anti-dilution provisions in the
Warrants (without giving effect to any limitations on exercise set forth in the Warrant) and
(iv) any shares of Common Stock issued or issuable upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to the foregoing. Upon the
sale, pursuant to a Registration Statement declared effective by the SEC or an exemption
from registration under the Securities Act (such that all transfer restrictions and
restrictive legends with respect thereto are removed upon the consummation of such sale), of
any of the securities described in clauses (i), (ii), (iii) and (iv) of the preceding
sentence, such securities shall no longer be Registrable Securities.




“Registration Statement” means the registration statements required to be filed
hereunder and any additional registration statements contemplated by Section 3(c), including
(in each case) the Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all
material incorporated by reference or deemed to be incorporated by reference in such
registration statement.




“Rule 415” means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same purpose and
effect as such Rule.




“Rule 424” means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same purpose and
effect as such Rule.




“Selling Stockholder Questionnaire” shall have the meaning set forth in Section
3(a).




“SEC Guidance” means (i) any publicly-available written guidance, or rule of
general applicability of the Commission staff, or (ii) written comments, requirements or
requests of the Commission staff to the Company in connection with the review of the
Registration Statements.



2. Shelf Registration.




(a) On or prior to each Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all, or such portion as permitted
by SEC Guidance (provided that, the Company shall use commercially reasonable efforts to
advocate with the Commission for the registration of all or the maximum number of the
Registrable Securities as permitted by SEC Guidance), of the Registrable Securities on such
Filing Date that are not then registered on an effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement
shall be on Form S-3 (except if the Company fails to meet one or more of the Registrant
Requirements specified in General Instruction I.A. on Form S-3, such registration shall be
on another appropriate form in accordance herewith) and shall contain (unless otherwise
directed by Holders of at least 85% of the then outstanding Registrable Securities)
substantially the “Plan of Distribution” attached hereto as Annex A.
Subject to the terms of this Agreement, the Company shall use commercially reasonable
efforts to cause a Registration Statement to be declared effective under the Securities Act
as promptly as possible after the filing thereof, but in any event on or prior to the
applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such
Registration Statement continuously effective under the Securities Act until all Registrable
Securities covered by such Registration Statement have been sold, or may be sold without
volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to the
Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The
Company shall telephonically request effectiveness of a Registration Statement as of 5:00
p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders
via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a
Registration Statement on the same Trading Day that the Company telephonically confirms
effectiveness with the Commission, which shall be the date requested for effectiveness of a
Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading
Day after the Effective Date, file a final Prospectus with the Commission as required by
Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of
effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event
under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the
payment of liquidated damages in Section 2(b), if any SEC Guidance sets forth a limitation
of the number of Registrable Securities to be registered on a particular Registration
Statement (and notwithstanding that the Company used commercially reasonable efforts to
advocate with the Commission for the registration of all or a greater number of Registrable
Securities), unless otherwise directed in writing by a Holder as to its Registrable
Securities, the number of Registrable Securities to be registered on such Registration
Statement will first be reduced by Registrable Securities represented by Warrant Shares
(applied, in the case that some Warrant Shares may be registered, to the Holders on a pro
rata basis based on the total number of unregistered Warrant Shares held by such Holders on
a fully diluted basis), and second by Registrable Securities represented by Shares (applied,
in the case that some Shares may be registered, to the Holders on a pro rata basis based on
the total number of unregistered Shares held by such Holders).




(b) If: (i) the Initial Registration Statement and any other Registration Statement is
not filed on or prior to its Filing Date (if the Company files the Initial Registration
Statement or any other Registration Statement without affording the Holders the opportunity
to review and comment on the same as required by Section 3(a) herein, the Company shall be
deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the
Commission a request for acceleration in accordance with Rule 461 promulgated under the
Securities Act, within 5 Trading Days of the date that the Company is notified (orally or in
writing, whichever is earlier) by the Commission that the Initial Registration Statement or
any other Registration Statement will not be “reviewed” or not be subject to further review,
or (iii) prior to the Effectiveness Date of the Initial Registration Statement or any other
Registration Statement, the Company fails to file a pre-effective amendment and otherwise
respond in writing to comments made by the Commission in respect of such Initial
Registration Statement or any other Registration Statement within 10 calendar days after the
receipt of comments by or notice from the Commission that such amendment is required in
order for such Initial Registration Statement or any other Registration Statement to be
declared effective, or (iv) subject to the tolling provisions contained herein, as to, in
the aggregate among all Holders on a pro-rata basis based on their purchase of the Shares
pursuant to the Purchase Agreement, the lesser of (A) all of the Registrable Securities
constituting the Shares and (B) the maximum number of Shares permitted by SEC Guidance
(collectively, the “Initial Shares”), a Registration Statement registering for resale all of
the Initial Shares is not declared effective by the Commission by the Effectiveness Date of
the Initial Registration Statement, or (v) subject to the tolling provisions contained
herein, all of the Registrable Securities constituting the Shares other than the Initial
Shares are not registered for resale pursuant to one or more effective Registration
Statements on or before March 31, 2008, or (vi) after the Effectiveness Date of the Initial
Registration Statement or any other Registration Statement, such Initial Registration
Statement or other Registration Statement ceases for any reason to remain continuously
effective as to all Registrable Securities included in such Initial Registration Statement
or other Registration Statement, as applicable, or the Holders are otherwise not permitted
to utilize the Prospectus therein to resell such Registrable Securities, for more than 10
consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month
period (which need not be consecutive calendar days) (any such failure or breach being
referred to as an “Event”, and for purposes of clause (i), (iv) or (v) the date on which
such Event occurs, or for purposes of clause (ii) the date on which such 5 Trading Day
period is exceeded, or for purposes of clause (iii) the date which such 10 calendar day
period is exceeded, or for purposes of clause (vi) the date on which such 10 or 15 calendar
day period, as applicable, is exceeded being referred to as “Event Date”), then, in
addition to any other rights the Holders may have hereunder or under applicable law, on each
such Event Date and on each monthly anniversary of each such Event Date (if the applicable
Event shall not have been cured by such date) until the applicable Event is cured, the
Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as
a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the
Purchase Agreement for any Registrable Securities then held by such Holder (as applicable
under clauses (iv) and (v)). The parties agree that the maximum aggregate liquidated
damages payable to a Holder under this Agreement shall be twenty four percent (24%) of the
aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If
the Company fails to pay any partial liquidated damages pursuant to this Section in full
within seven days after the date payable, the Company will pay interest thereon at a rate of
18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law)
to the Holder, accruing daily from the date such partial liquidated damages are due until
such amounts, plus all such interest thereon, are paid in full. The partial liquidated
damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion
of a month prior to the cure of an Event.



3. Registration Procedures



In connection with the Company’s registration obligations hereunder, the Company shall:




(a) Not less than five Trading Days prior to the filing of each Registration Statement
and not less than 1 Trading Day prior to the filing of any related Prospectus or any
amendment or supplement thereto, the Company shall, (i) furnish to each Holder copies of all
such documents proposed to be filed, which documents (other than those incorporated or
deemed to be incorporated by reference) will be subject to the review of such Holders, and
(ii) cause its officers and directors, counsel and independent certified public accountants
to respond to such inquiries as shall be necessary, in the reasonable opinion of respective
counsel to each Holder, to conduct a reasonable investigation within the meaning of the
Securities Act. The Company shall not file a Registration Statement or any such Prospectus
or any amendments or supplements thereto to which the Holders of 67% of the Registrable
Securities shall reasonably object in good faith, provided that the Company is notified of
such objection in writing no later than 5 Trading Days after the Holders have been so
furnished copies of a Registration Statement or 1 Trading Day after the Holders have been so
furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder
agrees to furnish to the Company a completed questionnaire in the form attached to this
Agreement as Annex B (a “Selling Stockholder Questionnaire”) not less than 2 Trading
Days prior to the Filing Date or by the end of the 4th Trading Day following the date on
which such Holder receives draft materials in accordance with this Section. During any
periods that the Company is unable to meet its obligations hereunder with respect to the
registration of the Registrable Securities because the Holders of 67% of the Registrable
Securities exercise their rights under this section to object to the filing of a
Registration Statement, any liquidated damages that are accruing, at such time shall be
tolled and any Event that may otherwise occur because of the exercise of such rights or such
delay shall be suspended, until the Holders of 67% of the Registrable Securities no longer
object to the filing of such Registration Statement (provided that such tolling shall only
occur if the Company uses commercially reasonable efforts to resolve such objection). If any
Holder fails to furnish its Selling Stockholder Questionnaire related to a particular
Registration Statement not less than 2 Trading Days prior to the Filing Date or by the end
of the 4th Trading Day following the date on which such Holder receives draft
materials in accordance with this Section any liquidated damages that are accruing, as well
as any other rights of such Holder under this Agreement with regard to such Registration
Statement, including without limitation, the right to include such Holder’s Registrable
Securities in such Registration Statement, shall be tolled as to such Holder until such
information is received by the Company; provided, however, that the Company
shall use commercially reasonable efforts to include such Registrable Securities in such
Registration Statement or the next most available Registration Statement as soon as possible
after such information is furnished to the Company.




(b) (i) Prepare and file with the Commission such amendments, including post-effective
amendments, to a Registration Statement and the Prospectus used in connection therewith as
may be necessary to keep a Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and prepare and file with the
Commission such additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement (subject to the terms of this
Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iii)
respond as promptly as reasonably possible to any comments received from the Commission with
respect to a Registration Statement or any amendment thereto and provide as promptly as
reasonably possible to the Holders true and complete copies of all correspondence from and
to the Commission relating to a Registration Statement (provided that the Company may excise
any information contained therein which would constitute material non-public information as
to any Holder which has not executed a confidentiality agreement with the Company); and (iv)
comply in all material respects with the provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by a Registration
Statement during the applicable period in accordance (subject to the terms of this
Agreement) with the intended methods of disposition by the Holders thereof set forth in such
Registration Statement as so amended or in such Prospectus as so supplemented.




(c) If during the Effectiveness Period, subject to Section 2(a), the number of
Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then
registered in a Registration Statement, then the Company shall file as soon as reasonably
practicable an additional Registration Statement covering the resale by the Holders of not
less than the number of such Registrable Securities.




(d) Notify the Holders of Registrable Securities to be sold (which notice shall,
pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend
the use of the Prospectus until the requisite changes have been made) as promptly as
reasonably possible (and, in the case of (i)(A) below, not less than 1 Trading Day prior to
such filing) and (if requested by any such Person) confirm such notice in writing no later
than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement
or post-effective amendment to a Registration Statement is proposed to be filed; (B) when
the Commission notifies the Company whether there will be a “review” of such Registration
Statement and whenever the Commission comments in writing on such Registration Statement;
and (C) with respect to a Registration Statement or any post-effective amendment, when the
same has become effective; (ii) of any request by the Commission or any other Federal or
state governmental authority for amendments or supplements to a Registration Statement or
Prospectus or for additional information; (iii) of the issuance by the Commission or any
other federal or state governmental authority of any stop order suspending the effectiveness
of a Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the
initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any
event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in a Registration Statement
or Prospectus or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to a Registration Statement,
Prospectus or other documents so that, in the case of a Registration Statement or the
Prospectus, as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading; and (vi) the occurrence or existence of any pending corporate development with
respect to the Company that the Company believes may be material and that, in the
determination of the Company, makes it not in the best interest of the Company to allow
continued availability of a Registration Statement or Prospectus, provided that any and all
of such information shall remain confidential to each Holder until such information
otherwise becomes public, unless disclosure by a Holder is required by law;
provided, further, that notwithstanding each Holder’s agreement to keep such
information confidential, the Holders make no acknowledgement that any such information is
material, non-public information.




(e) Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any
suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.




(f) Furnish to each Holder, without charge, at least one conformed copy of each such
Registration Statement and each amendment thereto, including financial statements and
schedules, all documents incorporated or deemed to be incorporated therein by reference to
the extent requested by such Person, and all exhibits to the extent requested by such Person
(including those previously furnished or incorporated by reference) promptly after the
filing of such documents with the Commission.




(g) Subject to the terms of this Agreement, the Company hereby consents to the use of
such Prospectus and each amendment or supplement thereto by each of the selling Holders in
connection with the offering and sale of the Registrable Securities covered by such
Prospectus and any amendment or supplement thereto, except after the giving of any notice
pursuant to Section 3(d).




(h) The Company shall effect a filing with respect to the public offering contemplated
by the Registration Statement (an “Issuer Filing”) with the National Association of
Securities Dealers, Inc. (“NASD”) Corporate Financing Department pursuant to NASD
Rule 2710(b)(10)(A)(i) within 1 Trading Day of the date that the Registration Statement is
first filed with the Commission and pay the filing fee required by such Issuer Filing. The
Company shall use commercially reasonable efforts to pursue the Issuer Filing until the NASD
issues a letter confirming that it does not object to the terms of the offering contemplated
by the Registration Statement. A copy of the Issuer Filing and all related correspondence
with respect thereto shall be provided to FWS.




(i) Prior to any resale of Registrable Securities by a Holder, use its commercially
reasonable efforts to register or qualify or cooperate with the selling Holders in
connection with the registration or qualification (or exemption from the Registration or
qualification) of such Registrable Securities for the resale by the Holder under the
securities or Blue Sky laws of such jurisdictions within the United States as any Holder
reasonably requests in writing, to keep each registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other acts or
things reasonably necessary to enable the disposition in such jurisdictions of the
Registrable Securities covered by each Registration Statement; provided, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it is
not then so qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process in any such
jurisdiction.




(j) If requested by the Holders, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to be delivered
to a transferee pursuant to a Registration Statement, which certificates shall be free, to
the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such names as any
such Holders may request.




(k) Upon the occurrence of any event contemplated by this Section 3, as promptly as
reasonably possible under the circumstances taking into account the Company’s good faith
assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective
amendment, to a Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and file any other
required document so that, as thereafter delivered, neither a Registration Statement nor
such Prospectus will contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. If the Company
notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to
suspend the use of any Prospectus until the requisite changes to such Prospectus have been
made, then the Holders shall suspend use of such Prospectus. The Company will use its best
efforts to ensure that the use of the Prospectus may be resumed as promptly as is
practicable. The Company shall be entitled to exercise its right under this Section 3(k) to
suspend the availability of a Registration Statement and Prospectus, subject to the payment
of partial liquidated damages pursuant to Section 2(b), for a period not to exceed 60
calendar days (which need not be consecutive days) in any 12 month period.




(l) Comply with all applicable rules and regulations of the Commission.




(m) The Company may require each selling Holder to furnish to the Company a certified
statement as to the number of shares of Common Stock beneficially owned by such Holder and,
if required by the Commission, the natural persons thereof that have voting and dispositive
control over the Shares. During any periods that the Company is unable to meet its
obligations hereunder with respect to the registration of the Registrable Securities solely
because any Holder fails to furnish such information within 3 Trading Days of the Company’s
request, any liquidated damages that are accruing at such time as to such Holder only, as
well as any other rights of such Holder under this Agreement, including without limitation,
the right to include such Holder’s Registrable Securities in a Registration Statement shall
be tolled and any Event that may otherwise occur solely because of such delay shall be
suspended as to such Holder only, until such information is delivered to the Company;
provided, however, that the Company shall use commercially reasonable
efforts to include such Registrable Securities in such Registration Statement or the next
most available Registration Statement as soon as possible after such information is
furnished to the Company.



4. Registration Expenses. All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses) (A) with respect to filings required
to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in
compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in
writing (including, without limitation, fees and disbursements of counsel for the Company in
connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not
previously paid by the Company in connection with an Issuer Filing, with respect to any filing that
may be required to be made by any broker through which a Holder intends to make sales of
Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the
broker is receiving no more than a customary brokerage commission in connection with such sale,
(ii) printing expenses (including, without limitation, expenses of printing certificates for
Registrable Securities, (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so
desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this Agreement. In addition,
the Company shall be responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the
expense of any annual audit and the fees and expenses incurred in connection with the listing of
the Registrable Securities on any securities exchange as required hereunder. In no event shall the
Company be responsible for any broker or similar commissions of any Holder or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the Holders.



5. Indemnification.




(a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the officers,
directors, members, partners, agents, brokers (including brokers who offer and sell
Registrable Securities as principal as a result of a pledge or any failure to perform under
a margin call of Common Stock), investment advisors and employees (and any other Persons
with a functionally equivalent role of a Person holding such titles, notwithstanding a lack
of such title or any other title) of each of them, each Person who controls any such Holder
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, members, stockholders, partners, agents and employees (and any
other Persons with a functionally equivalent role of a Person holding such titles,
notwithstanding a lack of such title or any other title)of each such controlling Person, to
the fullest extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and
expenses (collectively, “Losses”), as incurred, arising out of or relating to (1)
any untrue or alleged untrue statement of a material fact contained in a Registration
Statement, any Prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or
alleged omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading, or (2)
any violation or alleged violation by the Company of the Securities Act, Exchange Act or any
state securities law, or any rule or regulation thereunder, in connection with the
performance of its obligations under this Agreement, except to the extent, but only to the
extent, that (i) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in a Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being
understood that each Holder has approved Annex A hereto for this purpose) or (ii) in
the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the
use by such Holder of an outdated or defective Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated or defective and prior to the receipt
by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the
Holders promptly of the institution, threat or assertion of any Proceeding arising from or
in connection with the transactions contemplated by this Agreement of which the Company is
aware.




(b) Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and employees, each
Person who controls the Company (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act), and the directors, officers, agents or employees of such
controlling Persons, to the fullest extent permitted by applicable law, from and against all
Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities Act or (y) any
untrue or alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or
alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading (i) to the extent, but only to the extent, that such
untrue statement or omission is contained in any information so furnished in writing by such
Holder to the Company specifically for inclusion in such Registration Statement or such
Prospectus or (ii) to the extent that such information relates to such Holder’s proposed
method of distribution of Registrable Securities and was reviewed and expressly approved in
writing by such Holder expressly for use in a Registration Statement (it being understood
that each Holder has approved Annex A hereto for this purpose), such Prospectus or
such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of an
occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such
Holder of an outdated or defective Prospectus after the Company has notified such Holder in
writing that the Prospectus is outdated or defective and prior to the receipt by such
Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any
selling Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.




(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought
or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have
the right to assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified Party to give
such notice shall not relieve the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not subject to
appeal or further review) that such failure shall have prejudiced the Indemnifying Party.




An Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the
Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying
Party shall have failed promptly to assume the defense of such Proceeding and to employ
counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the
named parties to any such Proceeding (including any impleaded parties) include both such
Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall
reasonably believe that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case,
if such Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party
shall not have the right to assume the defense thereof and the reasonable fees and expenses
of no more than one separate counsel shall be at the expense of the Indemnifying Party).
The Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably withheld or
delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such
Proceeding.




Subject to the terms of this Agreement, all reasonable fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred in
connection with investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within
ten Trading Days of written notice thereof to the Indemnifying Party, provided that the
Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such
fees and expenses applicable to such actions for which such Indemnified Party is judicially
determined to be not entitled to indemnification hereunder.




(d) Contribution. If the indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable
by such Indemnified Party, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such action, statement or omission.
The amount paid or payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other
fees or expenses incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the indemnification provided
for in this Section was available to such party in accordance with its terms.




The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d),
no Holder shall be required to contribute, in the aggregate, any amount in excess of the
amount by which the net proceeds actually received by such Holder from the sale of the
Registrable Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, except in the case of fraud by such Holder.




The indemnity and contribution agreements contained in this Section are in addition to
any liability that the Indemnifying Parties may have to the Indemnified Parties.



6. Miscellaneous.




(a) Remedies. In the event of a breach by the Company or by a Holder of any of
their respective obligations under this Agreement, each Holder or the Company, as the case
may be, in addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, shall be entitled to specific performance of its
rights under this Agreement. The Company and each Holder agree that monetary damages would
not provide adequate compensation for any losses incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall not assert or shall
waive the defense that a remedy at law would be adequate.




(b) No Piggyback on Registrations. Except as set forth on Schedule
6(b) attached hereto, neither the Company nor any of its security holders (other than
the Holders in such capacity pursuant hereto) may include securities of the Company in the
Registration Statement(s) other than the Registrable Securities. The Company shall not file
any other registration statements (other than on Form S-4 or Form S-8) until the Initial
Registration Statement required hereunder is declared effective by the Commission, provided
that this Section 6(b) shall not prohibit the Company from filing amendments to registration
statements filed prior to the date of this Agreement.




(c) Compliance. Each Holder covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable to it in connection
with sales of Registrable Securities pursuant to a Registration Statement.




(d) Discontinued Disposition. By its acquisition of Registrable Securities,
each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any
event of the kind described in Section 3(d), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is
advised in writing (the “Advice”) by the Company that the use of the applicable
Prospectus (as it may have been supplemented or amended) may be resumed. The Company will
use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as
it practicable. The Company agrees and acknowledges that any periods during which the
Holder is required to discontinue the disposition of the Registrable Securities hereunder
shall be subject to the provisions of Section 2(b).




(e) Piggy-Back Registrations. Subject to the permissibility of registering
additional Registrable Securities pursuant to SEC Guidance, if at any time during the
Effectiveness Period there is not an effective Registration Statement covering all of the
Registrable Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account or the
account of others under the Securities Act of any of its equity securities, other than on
Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in connection with the
stock option or other employee benefit plans, then the Company shall send to each Holder a
written notice of such determination and, if within 15 calendar days after the date of such
notice, any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such Holder requests
to be registered; provided, however, that, the Company shall not be required
to register any Registrable Securities pursuant to this Section 6(e) that are eligible for
resale pursuant to Rule 144(k) promulgated under the Securities Act or that are the subject
of a then effective Registration Statement.




(f) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the same shall be
in writing and signed by the Company and the Holders of at least 67% of the then outstanding
Registrable Securities. If a Registration Statement does not register all of the Registrable
Securities pursuant to a waiver or amendment done in compliance with the previous sentence,
then the number of Registrable Securities to be registered for each Holder shall be reduced
pro rata among all Holders and each Holder shall have the right to designate
which of its Registrable Securities shall be omitted from such Registration Statement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders and that does not
directly or indirectly affect the rights of other Holders may be given by Holders of all of
the Registrable Securities to which such waiver or consent relates; provided,
however, that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately preceding sentence.




(g) Notices. Any and all notices or other communications or deliveries required
or permitted to be provided hereunder shall be delivered as set forth in the Purchase
Agreement.




(h) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and shall inure to
the benefit of each Holder. The Company may not assign its rights (except by merger) or
obligations hereunder without the prior written consent of Holders holding at least 67% of
the then outstanding Registrable Securities. Each Holder may assign their respective rights
hereunder in the manner and to the Persons as permitted under the Purchase Agreement.




(i) No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries
has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or
after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof. Except as set forth on Schedule
6(i), neither the Company nor any of its subsidiaries has previously entered into any
agreement granting any registration rights with respect to any of its securities to any
Person that have not been satisfied in full.




(j) Execution and Counterparts. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission or by
e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf” signature page were an
original thereof.




(k) Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined in accordance with the
provisions of the Purchase Agreement.




(l) Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any other remedies provided by law.




(m) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their commercially reasonable efforts to find
and employ an alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.




(n) Headings. The headings in this Agreement are for convenience only, do not
constitute a part of this Agreement, and shall not be deemed to limit or affect any of the
provisions hereof.




(o) Independent Nature of Holders’ Obligations and Rights. The obligations of
each Holder hereunder are several and not joint with the obligations of any other Holder
hereunder, and no Holder shall be responsible in any way for the performance of the
obligations of any other Holder hereunder. Nothing contained herein or in any other
agreement or document delivered at any closing, and no action taken by any Holder pursuant
hereto or thereto, shall be deemed to constitute the Holders as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the
Holders are in any way acting in concert with respect to such obligations or the
transactions contemplated by this Agreement. Each Holder shall be entitled to protect and
enforce its rights, including without limitation the rights arising out of this Agreement,
and it shall not be necessary for any other Holder to be joined as an additional party in
any proceeding for such purpose.




(p) With a view to making available to the Holders the benefits of certain rules and
regulations of the SEC which may permit the sale of the Registrable Securities to the public
without registration, so long as the Holders still own Registrable Securities, the Company
shall use its reasonable best efforts to: (i) make and keep public information available, as
those terms are understood and defined in Rule 144 under the Securities Act, at all times;
(ii) file with the SEC in a timely manner all reports and other documents required of the
Company under the Exchange Act; and (iii) so long as a Holder owns any Registrable
Securities, furnish to such Holder, upon any reasonable request, a written statement by the
Company as to its compliance with Rule 144 under the Securities Act a copy of the most
recent annual or quarterly report of the Company, and such other reports and documents of
the Company as such Holder may reasonably request in availing itself of any rule or
regulation of the SEC allowing a Holder to sell any such securities without registration.



1




IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 
	NEOSE TECHNOLOGIES, INC.
	By:_/s/ George J. Vergis __

	 
	 	 
	 

	 
	 	 
	Name: George J. Vergis, Ph.D.

	 
	 	 
	Title: President and CEO







[SIGNATURE PAGE OF HOLDERS FOLLOWS]





2






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: MHR Capital Partners (100) LP



Signature of Authorized Signatory of Holder: /s/ Hal Goldstein



Name of Authorized Signatory: MHR Advisors LLC, by Hal Goldstein



Title of Authorized Signatory: Managing Principal



[SIGNATURE PAGES CONTINUE]





3






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: MHR Capital Partners Master Account LP



Signature of Authorized Signatory of Holder: /s/ Hal Goldstein



Name of Authorized Signatory: MHR Advisors LLC, by Hal Goldstein



Title of Authorized Signatory: Managing Principal



[SIGNATURE PAGES CONTINUE]





4






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Domain Partners V, L.P.*



Signature of Authorized Signatory of Holder: /s/ Kathleen K. Schoemaker*



Name of Authorized Signatory: Kathleen K. Schoemaker



Title of Authorized Signatory: Managing Member



• By One Palmer Square Associates V, LLC



[SIGNATURE PAGES CONTINUE]





5






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: DP V Associates, L.P.*



Signature of Authorized Signatory of Holder: /s/ Kathleen K. Schoemaker*



Name of Authorized Signatory: Kathleen K. Schoemaker



Title of Authorized Signatory: Managing Member



• By One Palmer Square Associates V, LLC



[SIGNATURE PAGES CONTINUE]





6






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: BB BIOTECH VENTURES II LP



Signature of Authorized Signatory of Holder: /s/ Ben Morgan



Name of Authorized Signatory: Ben Morgan

Title of Authorized Signatory: Director of its General Partner



[SIGNATURE PAGES CONTINUE]





7






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Visium Balanced Fund, LP



Signature of Authorized Signatory of Holder: /s/ Mark Gottlieb



Name of Authorized Signatory: Mark Gottlieb



Title of Authorized Signatory: CCO



[SIGNATURE PAGES CONTINUE]





8






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Visium Balanced Offshore Fund, LTD.



Signature of Authorized Signatory of Holder: /s/ Mark Gottlieb



Name of Authorized Signatory: Mark Gottlieb



Title of Authorized Signatory: CCO



[SIGNATURE PAGES CONTINUE]





9






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Visium Long Bias Fund, LP



Signature of Authorized Signatory of Holder: /s/ Mark Gottlieb



Name of Authorized Signatory: Mark Gottlieb



Title of Authorized Signatory: CCO



[SIGNATURE PAGES CONTINUE]





10






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Visium Long Bias Offshore Fund, LTD



Signature of Authorized Signatory of Holder: /s/ Mark Gottlieb



Name of Authorized Signatory: Mark Gottlieb



Title of Authorized Signatory: CCO



[SIGNATURE PAGES CONTINUE]





11






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Atlas Master Fund, LTD



Signature of Authorized Signatory of Holder: /s/ Scott Schroeder



Name of Authorized Signatory: Scott Schroeder



Title of Authorized Signatory: Authorized Signatory



[SIGNATURE PAGES CONTINUE]





12






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Tang Capital Partners, LP



Signature of Authorized Signatory of Holder: /s/ Kevin C. Tang



Name of Authorized Signatory: Kevin C. Tang

Title of Authorized Signatory: Managing Director



[SIGNATURE PAGES CONTINUE]





13






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: HFR SHC Aggressive Master Trust



Signature of Authorized Signatory of Holder: /s/ Dora Hines



Name of Authorized Signatory: Dora Hines



Title of Authorized Signatory: Attorney-in-fact*



• For and on behalf of HFR Asset Management, LLC as attorney in fact.



[SIGNATURE PAGES CONTINUE]





14






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Caduceus Capital Master Fund Limited



Signature of Authorized Signatory of Holder: /s/ Samuel D. Isaly



Name of Authorized Signatory: Samuel D. Isaly



Title of Authorized Signatory: Managing Member, Orbimed Advisors LLC



[SIGNATURE PAGES CONTINUE]





15






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Caduceus Capital II, L.P.



Signature of Authorized Signatory of Holder: /s/ Samuel D. Isaly



Name of Authorized Signatory: Samuel D. Isaly



Title of Authorized Signatory: Managing Member, Orbimed Advisors LLC



[SIGNATURE PAGES CONTINUE]





16






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: UBS Eucalyptus Fund, LLC



Signature of Authorized Signatory of Holder: /s/ Samuel D. Isaly



Name of Authorized Signatory: Samuel D. Isaly



Title of Authorized Signatory: Managing Member, Orbimed Advisors LLC



[SIGNATURE PAGES CONTINUE]





17






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: PW Eucalyptus Fund, Ltd.



Signature of Authorized Signatory of Holder: /s/ Samuel D. Isaly



Name of Authorized Signatory: Samuel D. Isaly



Title of Authorized Signatory: Managing Member, Orbimed Advisors LLC



[SIGNATURE PAGES CONTINUE]





18






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: ABINGWORTH BIOVENTURES V L.P.



Signature of Authorized Signatory of Holder: /s/ James Abell*



Name of Authorized Signatory: James Abell



Title of Authorized Signatory: Member



*on behalf of ABINGWORTH L.L.P. in its capacity as Manager of ABINGWORTH BIOVENTURES V L.P.



[SIGNATURE PAGES CONTINUE]





19






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: ABINGWORTH BIOEQUITIES MASTER FUND LTD.



Signature of Authorized Signatory of Holder: /s/ James Abell



Name of Authorized Signatory: James Abell



Title of Authorized Signatory: Authorized Signatory



[SIGNATURE PAGES CONTINUE]





20






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Baker/Tisch Investments, L.P.



	 	 	 
	Signature of Authorized Signatory of Holder: /s/ Julian Baker

	 
	 	 
	 

	 
	 	 
	Name of Authorized Signatory: Julian Baker

	 
	 	 
	 

	 
	 	 
	Title of Authorized Signatory:

	 	*
	
 
	 	 






• Julian Baker is the Managing Member of Baker/Tisch Capital (GP), LLC, which is the General

Partner of Baker/Tisch Capital, L.P., which is the General Partner of Baker/Tisch Investments, L.P.



[SIGNATURE PAGES CONTINUE]





21






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Baker Bros. Investments II, L.P.



	 	 	 
	Signature of Authorized Signatory of Holder: /s/ Julian Baker

	 
	 	 
	 

	 
	 	 
	Name of Authorized Signatory: Julian Baker

	 
	 	 
	 

	 
	 	 
	Title of Authorized Signatory:

	 	*
	
 
	 	 






• Julian Baker is the Managing Member of Baker Bros. Capital (GP), LLC, which is the General

Partner of Baker Bros. Capital, L.P., which is the General Partner of Baker Bros. Investments II,
L.P.



[SIGNATURE PAGES CONTINUE]





22






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Baker Biotech Fund I, L.P.



	 	 	 
	Signature of Authorized Signatory of Holder: /s/ Julian Baker

	 
	 	 
	 

	 
	 	 
	Name of Authorized Signatory: Julian Baker

	 
	 	 
	 

	 
	 	 
	Title of Authorized Signatory:

	 	*
	
 
	 	 






• Julian Baker is the Managing Member of Baker Biotech Capital (GP), LLC, which is the General

Partner of Baker Biotech Capital, L.P., which is the General Partner of Baker Biotech Fund I, L.P.



[SIGNATURE PAGES CONTINUE]





23






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Baker Brothers Life Sciences, L.P.



	 	 	 
	Signature of Authorized Signatory of Holder: /s/ Julian Baker

	 
	 	 
	 

	 
	 	 
	Name of Authorized Signatory: Julian Baker

	 
	 	 
	 

	 
	 	 
	Title of Authorized Signatory:

	 	*
	
 
	 	 






• Julian Baker is the Managing Member of Baker Brothers Life Sciences Capital (GP), LLC, which is

the General Partner of Baker Brothers Life Sciences Capital, L.P., which is the General Partner of

Baker Brothers Life Sciences, L.P.



[SIGNATURE PAGES CONTINUE]





24






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: 14159, L.P.



	 	 	 
	Signature of Authorized Signatory of Holder: /s/ Julian Baker

	 
	 	 
	 

	 
	 	 
	Name of Authorized Signatory: Julian Baker

	 
	 	 
	 

	 
	 	 
	Title of Authorized Signatory:

	 	*
	
 
	 	 






• Julian Baker is the Managing Member of 14159 Capital (GP), LLC, which is the General Partner of
14159 Capital, L.P., which is the General Partner of 14159, L.P.



[SIGNATURE PAGES CONTINUE]





25






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: MPM BioEquities Investors Fund LLC



Signature of Authorized Signatory of Holder: /s/ Kurt von Emster



Name of Authorized Signatory: Kurt von Emster



Title of Authorized Signatory: Member



[SIGNATURE PAGES CONTINUE]





26






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: MPM BioEquities Master Fund LP



Signature of Authorized Signatory of Holder: /s/ Kurt von Emster*



Name of Authorized Signatory: Kurt von Emster



Title of Authorized Signatory: Manager



• As Manager of MPM BioEquities GP, LLC, which is the General Partner of MPM BioEquities GP, L.P.
which is the General Partner of MPM BioEquities Master Fund LP.



[SIGNATURE PAGES CONTINUE]





27






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Potomac Capital Partners LP



Signature of Authorized Signatory of Holder: /s/ Kenneth Berkow



Name of Authorized Signatory: Kenneth Berkow



Title of Authorized Signatory: CFO



[SIGNATURE PAGES CONTINUE]





28






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Potomac Capital International Ltd



Signature of Authorized Signatory of Holder: /s/ Kenneth Berkow



Name of Authorized Signatory: Kenneth Berkow



Title of Authorized Signatory: CFO



[SIGNATURE PAGES CONTINUE]





29






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Pleiades Investment Partners LP



Signature of Authorized Signatory of Holder: /s/ Kenneth Berkow



Name of Authorized Signatory: Kenneth Berkow



Title of Authorized Signatory: CFO



[SIGNATURE PAGES CONTINUE]





30






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




	 	 	 
	Name of Holder:

	 	Medical Strategy GmbH,

on behalf of PHAMA/wHEALTH
	
 
	 	 






Signature of Authorized Signatory of Holder: /s/ Dr. Michael Fischer



Name of Authorized Signatory: Dr. Michael Fischer



Title of Authorized Signatory: CEO



[SIGNATURE PAGES CONTINUE]





31






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




	 	 	 
	Name of Holder: Oppenheim Pramerica Asset Management S.à.r.l.*

	 
	 	 
	 

	 
	 	 
	Signature of Authorized Signatory of Holder: /s/ Max von Frantzius/s/ Johann Will

	 
	 	 
	 

	 
	 	 
	Name of Authorized Signatory: Max von Frantzius

	 	Johann Will
	 

	 	 
	Title of Authorized Signatory: Vice President

	 	Senior Associate
	 

	 	 






• On behalf of FCP OP MEDICAL BioHe@lth-Trends



[SIGNATURE PAGES CONTINUE]





32






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Cranshire Capital, L.P.



Signature of Authorized Signatory of Holder: /s/ Mitchell P. Kopin



Name of Authorized Signatory: Mitchell P. Kopin

Title of Authorized Signatory: President – Downsview Capital The General Partner



[SIGNATURE PAGES CONTINUE]





33






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Otaga Partners, LLC



Signature of Authorized Signatory of Holder: /s/ Lindsay A. Rosenwald, MD



Name of Authorized Signatory: Lindsay A. Rosenwald, MD



Title of Authorized Signatory: Managing Member



[SIGNATURE PAGES CONTINUE]





34






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Aries Domestic Fund, LP



Signature of Authorized Signatory of Holder: /s/ Lindsay A. Rosenwald, MD



Name of Authorized Signatory: Lindsay A. Rosenwald, MD



Title of Authorized Signatory: Chairman, Paramount Biocapital Asset Management Inc.*



• General Partner of Aries Domestic Fund, LP.



[SIGNATURE PAGES CONTINUE]





35






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Aries Domestic Fund II, LP



Signature of Authorized Signatory of Holder: /s/ Lindsay A. Rosenwald, MD



Name of Authorized Signatory: Lindsay A. Rosenwald, MD



Title of Authorized Signatory: Chairman, Paramount Biocapital Asset Management Inc.*



• General Partner of Aries Domestic Fund II, LP.



[SIGNATURE PAGES CONTINUE]





36






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: The Aries Master Fund II



Signature of Authorized Signatory of Holder: /s/ Lindsay A. Rosenwald, MD



Name of Authorized Signatory: Lindsay A. Rosenwald, MD



Title of Authorized Signatory: Chairman, Paramount Biocapital Asset Management Inc.*



• Investment Manager, The Aries Master Fund II



[SIGNATURE PAGES CONTINUE]





37






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: ARLENE HOLDEN TRUST



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





38






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: DOUGLAS SHARPE CRUT



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





39






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: DOUGLAS SHARPE TRUST



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





40






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: SHARPE FAMILY FOUNDATION



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





41






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: HENRY SHARPE



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





42






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: HENRY SHARPE CRUT



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





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[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: HENRY SHARPE TRUST



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





44






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: SHARPE 1990 GRANDCHILDRENS TRUST



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





45






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: PEGGY SHARPE TRUST



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





46






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: SARAH SHARPE CRUT



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





47






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: SARAH SHARPE TRUST



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





48






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: MATTHEWS INTL. CORP. EMPLOYEES RETIREMENT PLAN



Signature of Authorized Signatory of Holder: /s/ Mathew Arens



Name of Authorized Signatory: Mathew Arens



Title of Authorized Signatory: EVP, Senior Portfolio Manager



[SIGNATURE PAGES CONTINUE]





49






[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Iroquois Master Fund Ltd.



Signature of Authorized Signatory of Holder: /s/ Joshua Silverman



Name of Authorized Signatory: Joshua Silverman



Title of Authorized Signatory: Authorized Signator



[SIGNATURE PAGES CONTINUE]





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[SIGNATURE PAGE OF HOLDERS TO NTEC RRA]




Name of Holder: Bristol Investment Fund, Ltd.



Signature of Authorized Signatory of Holder: /s/ Paul Kessler



Name of Authorized Signatory: Paul Kessler

Title of Authorized Signatory: Director



[SIGNATURE PAGES CONTINUE]





51






ANNEX A




Plan of Distribution




Each selling stockholder (the “Selling Stockholders”) of the common stock and any of
their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on the NASDAQ Global Market or any other stock exchange, market or
trading facility on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods
when selling shares:




	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;






	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate the
transaction;






	 	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for
its account;






	 	•	 	an exchange distribution in accordance with the rules of the applicable
exchange;






	 	•	 	privately negotiated transactions;






	 	•	 	settlement of short sales entered into after the effective date of the
registration statement of which this prospectus is a part;






	 	•	 	broker-dealers may agree with the Selling Stockholders to sell a specified
number of such shares at a stipulated price per share;






	 	•	 	through the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;






	 	•	 	a combination of any such methods of sale; or






	 	•	 	any other method permitted pursuant to applicable law.





The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933,
as amended (the “Securities Act”), if available, rather than under this prospectus.



Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the Selling
Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this
prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown
in compliance with NASDR IM-2440.



In connection with the sale of the common stock or interests therein, the Selling Stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the Common Stock in the course of hedging the positions they
assume. The Selling Stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers
that in turn may sell these securities. The Selling Stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or the creation of one or
more derivative securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).



The Selling Stockholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it
does not have any written or oral agreement or understanding, directly or indirectly, with any
person to distribute the Common Stock. In no event shall any broker-dealer receive fees,
commissions and markups which, in the aggregate, would exceed eight percent (8%).



The Company is required to pay certain fees and expenses incurred by the Company incident to
the registration of the shares. The Company has agreed to indemnify the Selling Stockholders
against certain losses, claims, damages and liabilities, including liabilities under the Securities
Act.



Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the
Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act
including Rule 172 thereunder. In addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than under this prospectus. There is no underwriter or coordinating broker acting in connection
with the proposed sale of the resale shares by the Selling Stockholders.



We agreed to keep this prospectus effective until the earlier of (i) the date on which the
shares may be resold by the Selling Stockholders without registration and without regard to any
volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar
effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale shares will be sold only through
registered or licensed brokers or dealers if required under applicable state securities laws. In
addition, in certain states, the resale shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.



Under applicable rules and regulations under the Exchange Act, any person engaged in the
distribution of the resale shares may not simultaneously engage in market making activities with
respect to the common stock for the applicable restricted period, as defined in Regulation M, prior
to the commencement of the distribution. In addition, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations thereunder, including
Regulation M, which may limit the timing of purchases and sales of shares of the common stock by
the Selling Stockholders or any other person. We will make copies of this prospectus available to
the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to
each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the
Securities Act).



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Annex B




NEOSE TECHNOLOGIES, INC.




Selling Securityholder Notice and Questionnaire




The undersigned beneficial owner of common stock (the “Registrable Securities”) of
Neose Technologies, Inc., a Delaware corporation (the “Company”), understands that the
Company has filed or intends to file with the Securities and Exchange Commission (the
“Commission”) a registration statement (the “Registration Statement”) for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended (the
“Securities Act”), of the Registrable Securities, in accordance with the terms of the
Registration Rights Agreement (the “Registration Rights Agreement”) to which this document
is annexed. A copy of the Registration Rights Agreement is available from the Company upon request
at the address set forth below. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Rights Agreement.



Certain legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Registration
Statement and the related prospectus.



NOTICE




The undersigned beneficial owner (the “Selling Securityholder”) of Registrable
Securities hereby elects to include the Registrable Securities owned by it in the Registration
Statement.



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The undersigned hereby provides the following information to the Company and represents and
warrants that such information is accurate:



QUESTIONNAIRE





	1.	 	Name.






	 	(a)	 	Full Legal Name of Selling Securityholder






	 	(b)	 	Full Legal Name of Registered Holder (if not the same as (a) above) through
which Registrable Securities are held:






	 	(c)	 	Full Legal Name of Natural Control Person (which means a natural person who
directly or indirectly alone or with others has power to vote or dispose of the
securities covered by the questionnaire):






	2.	 	Address for Notices to Selling Securityholder:





	 
	 

	 

	 

	Telephone:

	 

	 

	 

	Fax:

	 

	 

	 

	Contact Person:







3. Broker-Dealer Status:




	 	(a)	 	Are you a broker-dealer?






Yes No




	 	(b)	 	If “yes” to Section 3(a), did you receive your Registrable Securities as
compensation for investment banking services to the Company.





	 	 	 
	Note:

	 	Yes No

If no, the Commission’s staff has indicated that you should be

identified as an underwriter in the Registration Statement.







	 	(c)	 	Are you an affiliate of a broker-dealer?






Yes No




	 	(d)	 	If you are an affiliate of a broker-dealer, do you certify that you bought the
Registrable Securities in the ordinary course of business, and at the time of the
purchase of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the Registrable
Securities?





	 	 	 
	Note:

	 	Yes No

If no, the Commission’s staff has indicated that you should be

identified as an underwriter in the Registration Statement.







	4.	 	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.






Except as set forth below in this Item 4, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the securities issuable
pursuant to the Purchase Agreement.




	 	(a)	 	Type and Amount of other securities beneficially owned by the Selling
Securityholder:






	 	(b)	 	Shared or sole ownership? If shared, please indicate the name and relationship
of the party with whom ownership is shared:






	5.	 	Relationships with the Company:






Except as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.




	 	 	 	State any exceptions here:





The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof at any time while the
Registration Statement remains effective.



By signing below, the undersigned consents to the disclosure of the information contained
herein in its answers to Items 1 through 5 and the inclusion of such information in the
Registration Statement and the related prospectus and any amendments or supplements
thereto. The undersigned understands that such information will be relied upon by the Company
in connection with the preparation or amendment of the Registration Statement and the related
prospectus.



IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



	 	 	 	 	 
	Dated:

	 	Beneficial Owner:
	 	

	 
	 	 	 	 
	
 
	 	By:
	 	

	
 
	 	 	 	 
	
 
	 	 	 	Name:
	
 
	 	 	 	Title:






PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL
BY OVERNIGHT MAIL, TO:




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