**Exhibit 10.2**

 
| **Name**                | ** ** | **Position**                                                           | ** ** | **Execution Date** |
|-------------------------|------------|------------------------------------------------------------------------|------------|--------------------|
| A. Brian Davis          |       | Senior Vice President  and Chief Financial Officer                     |       | April 30, 2007     |
| Valerie M. Mulligan     |       | Senior Vice President,  Quality and Regulatory Affairs                 |       | April 30, 2007     |
| Bruce A. Wallin, M.D.   |       | Senior Vice President,  Clinical Development and Chief Medical Officer |       | April 30, 2007     |
| Shawn A. DeFrees, Ph.D. |       | Senior  Vice President, Research and Technical Development             |       | March 14, 2008     |

** **

**CHANGE OF CONTROL AGREEMENT**

** **

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

 

**Background**

 

The Employee, a senior executive of the Company, andthe Company are parties to a Change of Control Agreement dated                           (“Original Agreement”), pursuant to which the Company and the Employee establishedcertain protections for the Employee in the event of his or her termination ofemployment.  The parties desire toreplace the Original Agreement with this Agreement.

 

**Terms**

 

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

 

# 1.              Definitions.  As used herein:

#  

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

##  

## 1.2.  “Board”means the Board of Directors of the Company.

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## 1.3.  “Business”means research, development, manufacture, supply, marketing, licensing, use andsale of biologic, pharmaceutical and therapeutic materials and products andrelated process technology directed to (a) the enzymatic synthesis ofcomplex carbohydrates for use in food, cosmetic, therapeutic, consumer andindustrial applications, (b) enzymatic synthesis or modification of thecarbohydrate portion of proteins or lipids, or modification of proteins orlipids through the attachment of carbohydrates, (c) carbohydrate-based therapeutics, and (d) the developmentof protein therapeutics using sialylation, fucosylation, glycosylation, GlycoPEGylationTM,or GlycoConjugationTM.

##  

## 1.4.  “Cause”means fraud, embezzlement, or any other serious criminal conduct that adverselyaffects the Company committed intentionally by the Employee in connection with 

 

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## his or heremployment or the performance of his or her duties as an officer or director ofthe Company or the Employee’s conviction of, or plea of guilty or *nolo contendere* to, any felony.

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## 1.5.  “Changein Control” means a change in ownership or control of the Company effectedthrough:

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### 1.5.1.                  the direct or indirect acquisition byany person or related group of persons (other than the Company or a person thatdirectly or indirectly controls, is controlled by, or is under common controlwith, the Company) of beneficial ownership (within the meaning of Rule 13d-3of the Securities Exchange Act of 1934, as amended) of securities possessingmore than 50% of the total combined voting power of the Company’s outstandingsecurities;

###  

### 1.5.2.                  a change in the composition of theBoard over a period of 36 months or less such that a majority of the Boardmembers ceases, by reason of one or more contested elections for Boardmembership, to be comprised of individuals who either (a) have been boardmembers continuously since the beginning of such period, or (b) have beenelected or nominated for election as Board members during such period by atleast a majority of the Board members described in clause (a) who werestill in office at the time such election or nomination was approved by theBoard;

###  

### 1.5.3.                  the consummation of anyconsolidation, share exchange or merger of the Company (a) in which thestockholders of the Company immediately prior to such transaction do not own atleast a majority of the voting power of the entity which survives/results fromthat transaction, or (b) in which a shareholder of the Company who doesnot own a majority of the voting stock of the Company immediately prior to suchtransaction, owns a majority of the Company’s voting stock immediately aftersuch transaction; or

###  

### 1.5.4.                  the liquidation or dissolution of theCompany or any sale, lease, exchange or other transfer (in one transaction or aseries of related transactions) of all or substantially all the assets of theCompany, including stock held in subsidiary corporations or interests held in subsidiaryventures.

###  

## 1.6.  “Code”means Internal Revenue Code of 1986, as amended.

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## 1.7.  “Disability”means the Employee’s inability, by reason of any physical or mental impairment,to substantially perform his or her regular duties as contemplated by thisAgreement, as determined by the Board in its sole discretion (after affordingthe Employee the opportunity to present his or her case), which inability isreasonably contemplated to continue for at least one year from its commencementand at least 90 days from the date of such determination.

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## 1.8.  “GoodReason” means, without the Employee’s prior written consent, any of thefollowing:

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### 1.8.1.                  an adverse change in the Employee’stitle;

 

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### 1.8.2.                  a reduction in the Employee’sauthority, duties or responsibilities, or the assignment to the Employee ofduties that are inconsistent, in a material respect, with Employee’s position;

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### 1.8.3.                  the relocation of the Company’sheadquarters more than 15 miles from Horsham, Pennsylvania, unless such movereduces the Employee’s commuting time;

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### 1.8.4.                  a reduction in the Employee’s BaseSalary or in the amount, expressed as a percentage of Base Salary, of theEmployee’s Target Bonus;

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### 1.8.5.                  the Company’s failure to pay or makeavailable any material payment or benefit due under this Agreement or any othermaterial breach by the Company of this Agreement.

###  

However,the foregoing events or conditions will constitute Good Reason only if theEmployee provides the Company with written objection to the event or conditionwithin 60 days following the occurrence thereof, the Company does not reverseor otherwise cure the event or condition within 30 days of receiving thatwritten objection and the Employee resigns his or her employment within 90 daysfollowing the expiration of that cure period.

 

## 1.9.  “IntellectualProperty” means (a) all inventions (whether patentable or unpatentableand whether or not reduced to practice), all improvements thereto, and allpatents and patent applications claiming such inventions, (b) alltrademarks, service marks, trade dress, logos, trade names, fictitious names,brand names, brand marks and corporate names, together with all translations,adaptations, derivations, and combinations thereof and including all goodwillassociated therewith, and all applications, registrations, and renewals inconnection therewith, (c) all copyrightable works, all copyrights, and allapplications, registrations, and renewals in connection therewith, (d) allmask works and all applications, registrations, and renewals in connectiontherewith, (e) all trade secrets (including research and development,know-how, formulas, compositions, manufacturing and production processes andtechniques, methodologies, technical data, designs, drawings andspecifications), (f) all computer software (including data, source andobject codes and related documentation), (g) all other proprietary rights,(h) all copies and tangible embodiments thereof (in whatever form ormedium), or similar intangible personal property which have been or aredeveloped or created in whole or in part by the Employee (i) at any timeand at any place while the Employee is employed by Company and which, in thecase of any or all of the foregoing, are related to and used in connection withthe business of the Company, or (ii) as a result of tasks assigned to theEmployee by the Company.

##  

## 1.10.  “ProprietaryInformation” means any and all information of the Company or of anysubsidiary or affiliate of the Company.   Such Proprietary Information shall include,but shall not be limited to, the following items and information relating tothe following items: (a) all intellectual property and proprietary rightsof the Company (including without limitation Intellectual Property), (b) computercodes or instructions (including source and object code listings, program logicalgorithms, subroutines, modules or other subparts of computer programs andrelated documentation, including program notation), computer processing systemsand techniques, all computer inputs and outputs (regardless of the media onwhich stored or located), hardware and software configurations, designs,architecture and interfaces, (c) business research, 

 

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## studies,procedures and costs, (d) financial data, (e) distribution methods, (f) marketingdata, methods, plans and efforts, (g) the identities of actual andprospective customers, contractors and suppliers, (h) the terms ofcontracts and agreements with customers, contractors and suppliers, (i) theneeds and requirements of, and the Company’s course of dealing with, actual orprospective customers, contractors and suppliers, (j) personnelinformation, (k) customer and vendor credit information, and (l) anyinformation received from third parties subject to obligations ofnon-disclosure or non-use.  Failure bythe Company to mark any of the Proprietary Information as confidential orproprietary shall not affect its status as Proprietary Information under theterms of this Agreement.

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## 1.11.  “ProRata Bonus” means, with respect to each calendar year, a pro-rata bonus for such year equal to theamount of Employee’s Target Bonus for such year multiplied by a fraction, thenumerator of which is the number of days during the year that transpired beforethe date of the Employee’s termination of employment and the denominator of which is 365.

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## 1.12.  “Release”means a release substantially identical to the one attached hereto as Exhibit A.

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## 1.13.  “RestrictedPeriod” means (i) in the case of a cessation of employment describedin Section 3, the period beginning on the date hereof and ending eighteenmonths after such cessation, and (ii) in the case of any other cessationof employment, the period beginning on the date hereof and ending on the firstanniversary of such cessation.

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## 1.14.  “RestrictiveCovenants” means the covenants set forth in Sections 6.1, 6.2 and 6.3 ofthis Agreement.

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## 1.15.  “TargetBonus” means, with respect to any year, the target amount of the annualbonus payable to the Employee with respect to that year, whether under anemployment or incentive agreement, under any bonus plan or policy of theCompany, or otherwise, and whether or not all applicable performance goals havebeen met and conditions to the payment of such bonus have been satisfied.

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# 2.              Termination.

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## 2.1.  InGeneral.  The Company may terminatethe Employee’s employment at any time. The Employee may terminate his or heremployment at any time, provided that before the Employee may voluntarilyterminate his or her employment with the Company, he or she must provide 30days prior written notice (or such shorter notice as is acceptable to theCompany) to the Company.  Upon anytermination of the Employee’s employment with the Company for any reason: (a) theEmployee (unless otherwise requested by the Board) concurrently will resign anyofficer or director positions he or she holds with the Company, itssubsidiaries or affiliates, and (b) the Company will pay to the Employeeall accrued but unpaid compensation (including without limitation salary andbonus) through the date of termination, and (c) except as explicitlyprovided in Sections 2, 3 or 4, or otherwise pursuant to COBRA, allcompensation and benefits will cease and the Company will have no furtherliability or obligation to the Employee. The foregoing will not be construed to limit the Employee’s right topayment or reimbursement for claims incurred under any insurance contractfunding an 

 

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## employee benefitplan, policy or arrangement of the Company in accordance with the terms of suchinsurance contract.

##  

## 2.2.  Termination Without Cause or ForGood Reason.  If the Employee’semployment by the Company ceases due to a termination by the Company withoutCause or a resignation by the Employee for Good Reason, then, in addition tothe payments and benefits provided for in Section 2.1 above and subject toSection 5 below, the Company will:

##  

### 2.2.1.                  Payto the Employee a lump sum cash payment equalto the Pro-Rata Bonus for the calendar year in which the terminationoccurs;

###  

### 2.2.2.                  Payto the Employee a lump sum cash payment equal to the sum of  (i) Employee’s Base Salary, as in effecton such date, and (ii) Employee’s Target Bonus for the calendar year inwhich the termination occurs;

###  

### 2.2.3.                  Continueto provide medical benefits to the Employee (and, if covered immediately priorto such termination, his or her spouse and dependents) for a period of one yearcommencing from the date of the Employee’s termination of employment at amonthly cost to the Employee equal to the Employee’s monthly contribution, ifany, toward the cost of such coverage immediately prior to such termination;and

###  

### 2.2.4.                  Arrangefor the provision to the Employee of reasonable executive outplacement servicesby a provider selected by the mutual agreement of the Company and the Employee.

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## 2.3.  TerminationDue to Death or Disability.  If theEmployee’s employment by the Company ceases due to death or Disability, then,in addition to the payments and benefits provided for in Section 2.1 aboveand subject to Section 5 below, the Company will pay to Employee thepayments and provide to Employee the benefits described in Sections 2.2.1,2.2.2, 2.2.3 and 2.2.4, provided that the cash payments described in suchSections will be offset by the actuarial present value of the benefits paid orpayable to the Employee (or his or her representatives, heirs, estate orbeneficiaries) pursuant to any life insurance or disability plans, policies orarrangements of the Company by virtue of his or her death or such Disability(including, for this purpose, only that portion of such life insurance ordisability benefits funded by the Company or by premium payments made by theCompany).

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## 2.4.    The payments and benefits described in Sections2.2 and 2.3 are in lieu of (and not in addition to) any other severancearrangement maintained by the Company.

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# 3.              CertainTerminations Following a Change in Control. If the Employee’s employment with the Company ceases within twelvemonths following a Change in Control as a result of a termination by theCompany without Cause or a resignation by the Employee for Good Reason, then inlieu of the payments and benefits provided for in Section 2.2,:

#  

## 3.1.  The Companywill pay to the Employee on the date of termination a lump sum cash paymentequal to the Pro-Rata Bonus for thecalendar year in which the termination occurs;

 

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## 3.2.  TheCompany will pay to the Employee on the date of termination a lump sum cashpayment equal to the sum of (i) eighteen months of the Employee’s BaseSalary as in effect on such date, and (ii) the product of 1.5 times theEmployee’s Target Bonus for the calendar year in which the termination occurs;

##  

## 3.3.  TheCompany will continue to provide medical benefits to the Employee (and, ifcovered immediately prior to such term, his or her spouse and dependents) for aperiod of eighteen months commencing from the date of the Employee’s terminationof employment at a monthly cost to the Employee equal to the Employee’s monthlycontribution, if any, toward the cost of such coverage immediately prior tosuch termination;

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## 3.4.  TheCompany will arrange for the provision to the Employee of reasonable executiveoutplacement services by a provider selected by the mutual agreement of theCompany and the Employee; and

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## 3.5.  Alloutstanding stock options then held by the Employee will then become fullyvested and immediately exercisable and will remain exercisable **and,notwithstanding any inconsistent language in any equity incentive plan oragreement, will remain exercisable for the shortest of (a) the 18 monthperiod immediately following the Employee’s termination of employment, (b) theperiod remaining until the scheduled expiration of the option (determinedwithout regard to the Employee’s termination of employment), or (c) thelongest period that does not result in the option becoming subject to anadditional tax under Section 409A of the Code**.

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# 4.              ParachutePayments.

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## 4.1.  Generally.  All amounts payable to the Employee underthis Agreement will be made without regard to whether the deductibility of suchpayments (considered together with any other entitlements or payments otherwisepaid or due to the Employee) would be limited or precluded by Section 280Gof the Code and without regard to whether such payments would subject theEmployee to the excise tax levied on certain “excess parachute payments” under Section 4999of the Code (the “Parachute Excise Tax”).

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## 4.2.  Gross-Up.  If all or any portion of the payments orother benefits provided under any section of this Agreement, either alone ortogether with any other payments and benefits which the Employee receives or isentitled to receive from the Company or its affiliates (whether paid or payableor distributed or distributable) pursuant to the terms of this Agreement orotherwise pursuant to or by reason of any other agreement, policy, plan,program or arrangement, including without limitation any stock option, stockappreciation right or similar right, or the lapse or termination of anyrestriction on or the vesting or exercisability of any of the foregoing (the “Payment”)would result in the imposition of a Parachute Excise Tax, the Employee will beentitled to an additional payment (the “Gross-up Payment”) in an amountsuch that the net amount of the Payment and the Gross-up Payment retained bythe Employee after the calculation and deduction of all excise taxes (includingany interest or penalties imposed with respect to such taxes) on the Paymentand all federal, state and local income tax, employment tax and excise tax(including any interest or penalties imposed with respect to such taxes) on theGross-up Payment provided for in this Section 4.2, and taking into accountany lost or reduced tax deductions on account of the Gross-up Payment, shall beequal to the Payment.

 

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## 4.3.  Measurementsand Adjustments.  The determinationof the amount of the payments and benefits paid and payable to the Employee,and whether and to what extent payments under Section 4.2 are required tobe made, will be made at the Company’s expense by an independent auditorselected by mutual agreement of the Company and the Employee, which auditorshall provide the Employee and the Company with detailed supportingcalculations with respect to its determination within 15 business days afterthe receipt of notice from the Employee or the Company that the Employee hasreceived or will receive a payment that is potentially subject to the ParachuteExcise Tax.  For the purposes ofdetermining whether any payments will be subject to the Parachute Excise Taxand the amount of such Parachute Excise Tax, such payments will be treated as “parachutepayments” within the meaning of Section 280G of the Code, and all “parachutepayments” in excess of the “base amount” (as defined under Section 280G(b)(3) ofthe Code) shall be treated as subject to the Parachute Excise tax, unless andexcept to the extent that, in the opinion of independent accounting expertsreasonably selected by the Company, such payments (in whole or in part) eitherdo not constitute “parachute payments” or represent reasonable compensation forservices actually rendered (within the meaning of Section 280G(b)(4) ofthe Code) in excess of the “base amount,” or such “parachute payments” areotherwise not subject to such Parachute Excise Tax.  For purposes of determining the amount of theGross-up Payment, if any, the Employee shall be deemed to pay federal incometaxes at the highest applicable marginal rate of federal income taxation forthe calendar year in which the gross-up payment is to be made and to pay anyapplicable state and local income taxes at the highest applicable marginal rateof taxation for the calendar year in which the gross-up payment is to be made,net of the maximum reduction in federal income taxes which could be obtainedfrom the deduction of such state or local taxes if paid in such year(determined without regard to limitations on deductions based upon the amountof the Employee’s adjusted gross income); and to have otherwise allowabledeductions for federal, state and local income tax purposes at least equal tothose disallowed because of the inclusion of the gross-up payment in theEmployee adjusted gross income.  AnyGross-up Payment shall be paid by the Company at the time the Employee isentitled to receive the Payment.  Anydetermination by the auditor shall be binding upon the Company and the Employee.

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## 4.4.  Underpaymentor Overpayment.  In the event of anyunderpayment or overpayment to the Employee (determined after the applicationof Section 4.2), the amount of such underpayment or overpayment will be,as promptly as practicable, paid by the Company to the Employee or refunded bythe Employee to the Company, as the case may be, with interest at theapplicable federal rate specified in Section 1274(d) of the Code.

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# 5.              Timingof Payments Following Termination.

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## 5.1.  Subject toSection 5.2, and notwithstanding any other provision of this Agreement,the payments and benefits described in Sections 2, 3 and 4 are conditioned onthe Employee’s execution and delivery to the Company, within 60 days followingcessation of employment, of a Release in a manner consistent with the OlderWorkers Benefit Protection Act and any similar state law that isapplicable.  The amounts described inSections 2.2 or 3 (as applicable) will be paid in a lump sum, on the eighth dayfollowing the Employee’s execution and delivery of the Release, provided theRelease has not been revoked by the Employee.

 

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## 5.2.  **Tothe extent the compliance with requirements of Treas. Reg. §1.409A-3(i)(2) (orany successor provision) is necessary to avoid the application of an additionaltax under Section 409A of the Code on payments due to the Employee upon orfollowing separation from service, then notwithstanding any other provision ofthis Agreement (or any otherwise applicable plan, policy, agreement orarrangement), any such payments that are otherwise due within six monthsfollowing the Employee’s separation from service will be deferred (withoutinterest) and paid to the Employee in a lump sum immediately followingthat six month period.**

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# 6.              RestrictiveCovenants.  As consideration for allof the payments to be made to the Employee pursuant to Sections 2, 3, and 4 ofthis Agreement, the Employee agrees to be bound by the Restrictive Covenantsset forth in this Section 6.  TheRestrictive Covenants will apply without regard to whether any termination ofthe Employee’s employment is initiated by the Company or the Employee, andwithout regard to the reason for that termination.

#  

## 6.1.                            CovenantNot To Compete.  The Employeecovenants that, during the Restricted Period, the Employee will not (except inhis or her capacity as an employee or director of the Company or with the priorconsent of the Company) do any of the following, directly or indirectly,anywhere in the world:

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### 6.1.1.                  engage or participate in any businesscompetitive with the Business;

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### 6.1.2.                  become interested (as owner,stockholder, lender, partner, co-venturer, director, officer, employee, agentor consultant) in any person, firm, corporation, association or other entityengaged in any business competitive with the Business.  Notwithstanding the foregoing, the Employeemay hold up to 4.9% of the outstanding securities of any class of anypublicly-traded securities of any company;

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### 6.1.3.                  engage in any business, or solicit orcall on any customer, supplier, licensor, licensee, contractor, agent,representative, advisor, strategic partner, distributor or other person withwhom the Company shall have dealt or any prospective customer, supplier,licensor, licensee, contractor, agent, representative, advisor, strategicpartner, distributor or other person that the Company shall have identified andsolicited at any time during the Employee’s employment by the Company for apurpose competitive with the Business;

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### 6.1.4.                  influence or attempt to influence anyemployee, consultant, customer, supplier, licensor, licensee, contractor,agent, representative, advisor, strategic partner, distributor or other personto terminate or adversely modify any written or oral agreement, arrangement orcourse of dealing with the Company; or

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### 6.1.5.                  solicit for employment or employ orretain (or arrange to have any other person or entity employ or retain) anyperson who has been employed or retained by the Company within the 12 monthspreceding the termination of the Employee’s employment with the Company for anyreason.

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## 6.2.  Confidentiality.  The Employee recognizes and acknowledges thatthe Proprietary Information is a valuable, special and unique asset of thebusiness of the Company.  As a result,both during the Employee’s employment by the Company and thereafter, the 

 

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## Employee will not,without the prior written consent of the Company, for any reason eitherdirectly or indirectly divulge to any third-party or use for his or her ownbenefit, or for any purpose other than the exclusive benefit of the Company,any Proprietary Information, provided that the Employee may during his or heremployment by the Company disclose Proprietary Information to third parties asmay be necessary or appropriate to the effective and efficient discharge of hisor her duties as an employee hereunder (provided that the third party recipienthas signed the Company’s then-approved confidentiality or similar agreement) oras such disclosures may be required by law. If the Employee or any of his or her representatives becomes legallycompelled to disclose any of the Proprietary Information, the Employee willprovide the Company with prompt written notice so that the Company may seek aprotective order or other appropriate remedy. The non-disclosure and non-use obligations with respect to ProprietaryInformation set forth in this Section 6.2 shall not apply to anyinformation that is in or becomes part of the public domain through no improperact on the part of the Employee.

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## 6.3.  Propertyof the Company.

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### 6.3.1.                  Proprietary Information. Allright, title and interest in and to Proprietary Information will be and remainthe sole and exclusive property of the Company. The Employee will not remove from the Company’s offices or premises anydocuments, records, notebooks, files, correspondence, reports, memoranda orsimilar materials of or containing Proprietary Information, or other materialsor property of any kind belonging to the Company unless necessary orappropriate in the performance of his or her duties to the Company.  If the Employee removes such materials orproperty in the performance of his or her duties, the Employee will return suchmaterials or property to their proper files or places of safekeeping aspromptly as possible after the removal has served its specific purpose.  The Employee will not make, retain, removeand/or distribute any copies of any such materials or property, or divulge toany third person the nature of and/or contents of such materials or property orany other oral or written information to which he or she may have access orbecome familiar in the course of his or her employment, except to the extentnecessary in the performance of his or her duties.  Upon termination of the Employee’s employmentwith the Company, he or she will leave with the Company or promptly return tothe Company all originals and copies of such materials or property then in hisor her possession.

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### 6.3.2.                  Intellectual Property.  The Employee agrees that all the IntellectualProperty will be considered “works made for hire” as that term is defined in Section 101of the Copyright Act (17 U.S.C. § 101) and that all right, title and interestin such Intellectual Property will be the sole and exclusive property of theCompany.  To the extent that any of theIntellectual Property may not by law be considered a work made for hire, or tothe extent that, notwithstanding the foregoing, the Employee retains anyinterest in the Intellectual Property, the Employee hereby irrevocably assignsand transfers to the Company any and all right, title, or interest that theEmployee may now or in the future have in the Intellectual Property underpatent, copyright, trade secret, trademark or other law, in perpetuity or forthe longest period otherwise permitted by law, without the necessity of furtherconsideration.  The Company will beentitled to obtain and hold in its own name all copyrights, patents, tradesecrets, trademarks and other similar registrations with respect to suchIntellectual Property.  The Employeefurther agrees to execute any and all documents and provide any furthercooperation or assistance reasonably required by the Company to perfect,maintain or otherwise protect its rights in the 

 

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### Intellectual Property.  If theCompany is unable after reasonable efforts to secure the Employee’s signature,cooperation or assistance in accordance with the preceding sentence, whetherbecause of the Employee’s incapacity or any other reason whatsoever, theEmployee hereby designates and appoints the Company or its designee as theEmployee’s agent and attorney-in-fact, to act on his or her behalf, to executeand file documents and to do all other lawfully permitted acts necessary ordesirable to perfect, maintain or otherwise protect the Company’s rights in theIntellectual Property.  The Employeeacknowledges and agrees that such appointment is coupled with an interest andis therefore irrevocable.

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## 6.4.  Acknowledgments.  The Employee acknowledges that theRestrictive Covenants are reasonable and necessary to protect the legitimateinterests of the Company and its affiliates and that the duration andgeographic scope of the Restrictive Covenants are reasonable given the natureof this Agreement and the position the Employee holds within the Company.  The Employee further acknowledges that theRestrictive Covenants are included herein in order to induce the Company toenter into this Agreement and that the Company would not have entered into thisAgreement in the absence of the Restrictive Covenants.

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## 6.5.  Remediesand Enforcement Upon Breach.

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### 6.5.1.                  Specific Enforcement. TheEmployee acknowledges that any breach by him or her, willfully or otherwise, ofthe Restrictive Covenants will cause continuing and irreparable injury to theCompany for which monetary damages would not be an adequate remedy.  The Employee shall not, in any action orproceeding to enforce any of the provisions of this Agreement, assert the claimor defense that such an adequate remedy at law exists.  In the event of any such breach by theEmployee, the Company shall have the right to enforce the Restrictive Covenantsby seeking injunctive or other relief in any court, without any requirementthat a bond or other security be posted, and this Agreement shall not in anyway limit remedies of law or in equity otherwise available to the Company.

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### 6.5.2.                  Judicial Modification.  If any court determines that any of theRestrictive Covenants, or any part thereof, is unenforceable because of theduration or geographical scope of such provision, such court shall have thepower to modify such provision and, in its modified form, such provision shallthen be enforceable.

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### 6.5.3.                  Accounting.  If the Employee breaches any of theRestrictive Covenants, the Company will have the right and remedy to requirethe Employee to account for and pay over to the Company all compensation,profits, monies, accruals, increments or other benefits derived or received bythe Employee as the result of such breach. This right and remedy will be in addition to, and not in lieu of, anyother rights and remedies available to the Company under law or in equity.

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### 6.5.4.                  Enforceability.  If any court holds the Restrictive Covenantsunenforceable by reason of their breadth or scope or otherwise, it is theintention of the parties hereto that such determination not bar or in any wayaffect the right of the Company to the relief provided above in the courts ofany other jurisdiction within the geographic scope of such RestrictiveCovenants.

 

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### 6.5.5.                  Disclosure of RestrictiveCovenants.  The Employee agrees todisclose the existence and terms of the Restrictive Covenants to any employerthat the Employee may work for during the Restricted Period.

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### 6.5.6.                  Extension of Restricted Period.  If the Employee breaches Section 6.1 inany respect, the restrictions contained in that section will be extended for aperiod equal to the period that the Employee was in breach.

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# 7.              Miscellaneous.

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## 7.1.  NoLiability of Officers and Directors for Severance Upon Insolvency.  Notwithstanding any other provision of theAgreement and intending to be bound by this provision, the Employee hereby (a) waivesany right to claim payment of amounts owed to him or her, now or in the future,pursuant to this Agreement from directors or officers of the Company if theCompany becomes insolvent, and (b) fully and forever releases anddischarges the Company’s officers and directors from any and all claims,demands, liens, actions, suits, causes of action or judgments arising out ofany present or future claim for such amounts.

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## 7.2.  Successorsand Assigns. The Company may assign this Agreement to any successor to allor substantially all of its assets and business by means of liquidation,dissolution, merger, consolidation, transfer of assets, or otherwise.  The rights of the Employee hereunder arepersonal to the Employee and may not be assigned by him.

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## 7.3.  GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the Commonwealth ofPennsylvania without regard to the principles of conflicts of laws.

##  

## 7.4.  Enforcement.  Any legal proceeding arising out of orrelating to this Agreement will be instituted in the United States DistrictCourt for the Eastern District of Pennsylvania, or if that court does not haveor will not accept jurisdiction, in any court of general jurisdiction in theCommonwealth of Pennsylvania, and the Employee and the Company hereby consentto the personal and exclusive jurisdiction of such courts and hereby waive anyobjections that they may have to personal jurisdiction, the laying of venue ofany such proceeding and any claim or defense of inconvenient forum.

##  

## 7.5.  Waivers;Separability.  The waiver by eitherparty hereto of any right hereunder or any failure to perform or breach by theother party hereto shall not be deemed a waiver of any other right hereunder orany other failure or breach by the other party hereto, whether of the same or asimilar nature or otherwise.  No waivershall be deemed to have occurred unless set forth in a writing executed by oron behalf of the waiving party.  No suchwritten waiver shall be deemed a continuing waiver unless specifically statedtherein, and each such waiver shall operate only as to the specific term orcondition waived.  If any provision ofthis Agreement shall be declared to be invalid or unenforceable, in whole or inpart, such invalidity or unenforceability shall not affect the remainingprovisions hereof which shall remain in full force and effect.

##  

## 7.6.  Notices.  All notices and communications that arerequired or permitted to be given hereunder shall be in writing and shall bedeemed to have been duly given when delivered 

 

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## personally or uponmailing by registered or certified mail, postage prepaid, return receiptrequested, as follows:

##  

If to the Company, to:

 

Neose Technologies, Inc.102 Rock RoadHorsham PA 19044Attn: General CounselFax: 215-315-9100

 

With a copy to:

 

Pepper Hamilton LLP3000 Two Logan Square18th & Arch StreetsPhiladelphia, PA 19103Attn: Barry M. Abelson, EsquireFax: 215-981-4750

 

If to Employee, to:

 

 

or tosuch other address as may be specified in a notice given by one party to theother party hereunder.

 

## 7.7.  EntireAgreement; Amendments.  ThisAgreement and the attached exhibit contain the entire agreement andunderstanding of the parties relating to the provision of severance benefitsupon termination, and merges and supersedes all prior and contemporaneousdiscussions, agreements and understandings of every nature relating to thatsubject, including without limitation the Retention Agreement dated                     ,the Noncompetition and Confidentiality Agreement dated                   ,and the Original Agreement between the Employee and Company.  This Agreement may not be changed ormodified, except by an Agreement in writing signed by each of the partieshereto.

##  

## 7.8.  Withholding.  The Company will withhold from any paymentsdue to Employee hereunder, all taxes, FICA or other amounts required to bewithheld pursuant to any applicable law.

##  

## 7.9.  HeadingsDescriptive.  The headings ofsections and paragraphs of this Agreement are inserted for convenience only andshall not in any way affect the meaning or construction of any provision ofthis Agreement.

 

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## 7.10.  Counterparts.  This Agreement may be executed in multiple counterparts,each of which will be deemed to be an original, but all of which together willconstitute but one and the same instrument.

##  

IN WITNESS WHEREOF, the parties hereto have executedthis Agreement on the date and year first above written.

 
|   | **NEOSE TECHNOLOGIES, INC.** |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          |   |
|   |                         | George J. Vergis, Ph.D. |
|   |                         | President and Chief  Executive Officer |
|   |                         |   |
|   |                         |   |
|   |                         |   |
|   |                         | Employee |

 

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Exhibit A

 

**Releaseand Non-Disparagement Agreement**

 

THIS RELEASE AND NON-DISPARAGEMENT AGREEMENT (this “Release”)is made as of the        day of               ,           by andbetween                                         (the “Employee”) and NEOSE TECHNOLOGIES, INC. (the “Company”).

 

WHEREAS, the Employee’s employment as an executive ofthe Company has terminated; and

 

WHEREAS, pursuant to Section[s] [2] [3] [and 4] of theChange of Control Agreement by and between the Company and the Employee datedas of April 30, 2007 (the “Change of Control Agreement”), theCompany has agreed to pay the Employee certain amounts and to provide him orher with certain rights and benefits, subject to the execution of this Release.

 

NOW THEREFORE, in consideration of these premises andthe mutual promises contained herein, and intending to be legally bound hereby,the parties agree as follows:

 

SECTION 1.                            Consideration.  The Employee acknowledges that: (a) thepayments, rights and benefits set forth in Section[s] [2] [3] [and 4] of theChange of Control Agreement constitute full settlement of all of his or herrights under the Change of Control Agreement, (b) he or she has no entitlement under any other severance orsimilar arrangement maintained by the Company, and (c) except as otherwiseprovided specifically in this Release, the Company does not and will not haveany other liability or obligation to the Employee.  The Employee further acknowledges that, inthe absence of his or her execution of this Release, the payments and benefitsspecified in Section[s] [2] [3] [and 4] of the Change of Control Agreementwould not otherwise be due to the Employee.

 

SECTION 2.                            Releaseand Covenant Not to Sue.  TheEmployee hereby fully and forever releases and discharges the Company and itsparents, affiliates and subsidiaries, including all predecessors and successors,assigns, officers, directors, trustees, employees, agents and attorneys, pastand present, from any and all claims, demands, liens, agreements, contracts,covenants, actions, suits, causes of action, obligations, controversies, debts,costs, expenses, damages, judgments, orders and liabilities, of whatever kindor nature, direct or indirect, in law, equity or otherwise, whether known orunknown, arising through the date of this Release, out of his or her employmentby the Company or the termination thereof, including, but not limited to, anyclaims for relief or causes of action under the Age Discrimination inEmployment Act, 29 U.S.C. § 621 *et seq*., or anyother federal, state or local statute, ordinance or regulation regardingdiscrimination in employment and any claims, demands or actions based uponalleged wrongful or retaliatory discharge or breach of contract under any stateor federal law.  The Employee expresslyrepresents that he or she has not filed a lawsuit or initiated any other administrativeproceeding against the Company (including for purposes of this Section 2,its parents, affiliates and subsidiaries), and that he or she has not assignedany claim against the Company (or its parents, affiliates and subsidiaries) toany other person or entity.  The Employeefurther promises not to initiate a lawsuit or to bring any other claim againstthe Company (or its parents, affiliates and subsidiaries) arising out of or inany way related to his or her employment by the Company or the termination ofthat employment.  The forgoing will notbe deemed to release the Company from (a) claims solely to enforce thisRelease, (b) claims solely to enforce Section[s] [2] [3] [and 4] of theChange of Control Agreement, (c) claims for indemnification under theCompany’s By-Laws, under any indemnification agreement between the Company andthe Employee or under any similar agreement or (d) claims solely toenforce the terms of any equity incentive award agreement 

 

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betweenthe Employee and the Company.  ThisRelease will not prevent the Employee from filing a charge with the EqualEmployment Opportunity Commission (or similar state agency) or participating inany investigation conducted by the Equal Employment Opportunity Commission (orsimilar state agency); provided, however, that any claims by the Employee forpersonal relief in connection with such a charge or investigation (such asreinstatement or monetary damages) would be barred.

 

SECTION 3.                            RestrictiveCovenants.  The Employee acknowledgesthat the terms of Section 6 of the Change in Control Agreement willsurvive the termination of his or her employment.  The Employee affirms that the restrictionscontained in Section 6 of the Change in Control Agreement are reasonableand necessary to protect the legitimate interests of the Company, that he orshe received adequate consideration in exchange for agreeing to thoserestrictions and that he or she will abide by those restrictions.

 

SECTION 4.                            Non-Disparagement.  The Company (meaning, solely for thispurpose, Company’s directors and executive officers and other individualsauthorized to make official communications on Company’s behalf) will notdisparage the Employee or the Employee’s performance or otherwise take anyaction which could reasonably be expected to adversely affect the Employee’spersonal or professional reputation. Similarly, the Employee will not disparage Company or any of itsdirectors, officers, agents or employees or otherwise take any action whichcould reasonably be expected to adversely affect the reputation of the Companyor the personal or professional reputation of any of the Company’s directors,officers, agents or employees.

 

SECTION 5.                            Cooperation.  The Employee further agrees that, subject toreimbursement of his or her reasonable expenses, he or she will cooperate fullywith the Company and its counsel with respect to any matter (includinglitigation, investigations, or governmental proceedings) which relates tomatters with which the Employee was involved during his or her employment withCompany.  The Employee shall render suchcooperation in a timely manner on reasonable notice from the Company.

 

SECTION 6.                            Rescission Right.  The Employee expressly acknowledges and recitesthat (a) he or she has read and understands this Release in its entirety, (b) heor she has entered into this Release knowingly and voluntarily, without anyduress or coercion; (c) he or she has been advised orally and is herebyadvised in writing to consult with an attorney with respect to this Release beforesigning it; (d) he or she was provided 21 calendar days after receipt ofthe Release to consider its terms before signing it (or such longer period asis required for this Release to be effective under the Age Discrimination inEmployment Act or any similar state law); and (e) he or she is providedseven (7) calendar days from the date of signing to terminate and revokethis Release (or such longer period required by applicable state law), in whichcase this Release shall be unenforceable, null and void.  The Employee may revoke this Release during those seven (7) days (orsuch longer period required by applicable state law) by providing writtennotice of revocation to the Company.

 

SECTION 7.                            Challenge. If the Employee violates or challengesthe enforceability of any provisions of the Noncompetition Agreement or thisRelease, no further payments, rights or benefits under Section[s] [2] [3] [and4] of the Change of Control Agreement will be due to the Employee.

 

SECTION 8.                            Miscellaneous.

 

8.1.                            NoAdmission of Liability.  This Releaseis not to be construed as an admission of any violation of any federal, stateor local statute, ordinance or regulation or of any duty owed by 

 

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the Company to the Employee.  There have been no such violations, and theCompany specifically denies any such violations.

 

8.2.                            NoReinstatement.  The Employee agreesthat he or she will not apply for reinstatement with the Company or seek in anyway to be reinstated, re-employed or hired by the Company in the future.

 

8.3.                            Successorsand Assigns.  This Release shallinure to the benefit of and be binding upon the Company and the Employee andtheir respective successors, executors, administrators and heirs.  The Employee may make any assignment of thisRelease or any interest herein, by operation of law or otherwise.  The Company may assign this Release to anysuccessor to all or substantially all of its assets and business by means ofliquidation, dissolution, merger, consolidation, transfer of assets, orotherwise.

 

8.4.                            Severability.  Whenever possible, each provision of thisRelease will be interpreted in such manner as to be effective and valid underapplicable law.  However, if anyprovision of this Release is held to be invalid, illegal or unenforceable inany respect, such invalidity, illegality or unenforceability will not affectany other provision, and this Release will be reformed, construed and enforcedas though the invalid, illegal or unenforceable provision had never been hereincontained.

 

8.5.                            EntireAgreement; Amendments.  Except asotherwise provided herein, this Release contains the entire agreement andunderstanding of the parties hereto relating to the subject matter hereof, andmerges and supersedes all prior and contemporaneous discussions, agreements andunderstandings of every nature relating to the subject matter hereof.  This Release may not be changed or modified,except by an Agreement in writing signed by each of the parties hereto.

 

8.6.                            GoverningLaw.  This Release shall be governedby, and enforced in accordance with, the laws of the Commonwealth ofPennsylvania without regard to the application of the principles of conflictsof laws.

 

8.7.                            Counterpartsand Facsimiles.  This Release may beexecuted, including execution by facsimile signature, in one or morecounterparts, each of which shall be deemed an original, and all of whichtogether shall be deemed to be one and the same instrument.

 

IN WITNESS WHEREOF, the Company has caused thisRelease to be executed by its duly authorized officer, and the Employee hasexecuted this Release, in each case as of the date first above written.

 
| **NEOSE  TECHNOLOGIES, INC.** |
|-------------------------------|
|                          |
| By:                           |
| Name &  Title:       |   |
|                          |
| ** **                    |
| **EMPLOYEE**                  |
| ** **                    |
| ** **                    |
| ** **                    | ** ** |
|                               |  |  |

 

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