##### 



UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2005.
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the
transition period from

to
 Commission file number: 0-27718
 NEOSE TECHNOLOGIES, INC.
  Delaware
    
    13-3549286(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 102 Witmer Road
Horsham, Pennsylvania
    
    19044(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
  þ o
  þ o
  o þ




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##### 



NEOSE TECHNOLOGIES, INC.
 INDEX
 PagePART I. FINANCIAL INFORMATION:Item 1. Financial Statements (unaudited)Balance Sheets as of September 30, 2005 and December 31, 2004
    
    
    3Statements of Operations for the three and nine months
ended September 30, 2005 and 2004
    
    
    4Statements of Cash Flows for the nine months ended September
30, 2005 and 2004
    
    
    5Notes to Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    22Item 4. Controls and Procedures
    
    
    35PART II.
OTHER INFORMATION:Item 6. Exhibits
    
    
    36SIGNATURES
    
    
    37
 2




---



##### 



PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements
 Neose Technologies, Inc.
 Balance Sheets
 September 30,
    
    
    December 31,2005
    
    
    2004AssetsCurrent assets:Cash and cash equivalents
    
    $
    35,476
    
    
    $
    45,048Marketable securities
    
    
    9,977
    
    
    
    Accounts receivable and other current assets
    
    
    2,045
    
    
    
    2,768Total current assets
    
    
    47,498
    
    
    
    47,816Property and equipment, net
    
    
    25,010
    
    
    
    41,133Intangible and other assets, net
    
    
    1,103
    
    
    
    1,782Total assets
    
    $
    73,611
    
    
    $
    90,731Liabilities and Stockholders EquityCurrent liabilities:Note payable
    
    $
    258
    
    
    $
    Current portion of long-term debt and capital lease obligations
    
    
    4,417
    
    
    
    4,586Accounts payable
    
    
    613
    
    
    
    1,783Accrued compensation
    
    
    1,560
    
    
    
    1,916Accrued expenses
    
    
    2,763
    
    
    
    2,052Deferred revenue
    
    
    1,275
    
    
    
    1,560Total current liabilities
    
    
    10,886
    
    
    
    11,897Long-term debt and capital lease obligations
    
    
    11,284
    
    
    
    13,759Deferred revenue, net of current portion
    
    
    3,316
    
    
    
    3,688Other liabilities
    
    
    486
    
    
    
    533Total liabilities
    
    
    25,972
    
    
    
    29,877Stockholders equity:Preferred stock, par value $.01 per share, 5,000 shares
authorized, none issued
    
    
    
    
    
    
    Common stock, par value $.01 per share, 50,000 shares
authorized; 32,782 and 24,717 shares issued and outstanding
    
    
    328
    
    
    
    247Additional paid-in capital
    
    
    278,875
    
    
    
    248,027Deferred compensation
    
    
    (10
    )
    
    
    (39
    )Accumulated deficit
    
    
    (231,554
    )
    
    
    (187,381
    )Total stockholders equity
    
    
    47,639
    
    
    
    60,854Total liabilities and stockholders equity
    
    $
    73,611
    
    
    $
    90,731
  3




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##### 



Neose Technologies, Inc.
 Statements of Operations
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenue from collaborative agreements
    
    $
    1,503
    
    
    $
    1,451
    
    
    $
    4,271
    
    
    $
    3,592Operating expenses:Research and development
    
    
    7,521
    
    
    
    9,305
    
    
    
    26,133
    
    
    
    24,971General and administrative
    
    
    2,685
    
    
    
    2,861
    
    
    
    8,469
    
    
    
    9,047Restructuring charges
    
    
    14,002
    
    
    
    
    
    
    
    14,002
    
    
    
    Total operating expenses
    
    
    24,208
    
    
    
    12,166
    
    
    
    48,604
    
    
    
    34,018Operating loss
    
    
    (22,705
    )
    
    
    (10,715
    )
    
    
    (44,333
    )
    
    
    (30,426
    )Other income
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    Interest income
    
    
    415
    
    
    
    195
    
    
    
    1,138
    
    
    
    431Interest expense
    
    
    (331
    )
    
    
    (304
    )
    
    
    (1,000
    )
    
    
    (658
    )Net loss
    
    $
    (22,621
    )
    
    $
    (10,824
    )
    
    $
    (44,173
    )
    
    $
    (30,653
    )Basic and diluted net loss per share
    
    $
    (0.69
    )
    
    $
    (0.44
    )
    
    $
    (1.42
    )
    
    $
    (1.38
    )Weighted-average shares outstanding
used in computing basic and diluted
net loss per share
    
    
    32,782
    
    
    
    24,712
    
    
    
    31,188
    
    
    
    22,284
  4




---



##### 



Neose Technologies, Inc.
 Statements of Cash Flows
 Nine months endedSeptember 30,2005
    
    
    2004Cash flows from operating activities:Net loss
    
    $
    (44,173
    )
    
    $
    (30,653
    )Adjustments to reconcile net loss to net cash used in
operating activities:Impairment of property and equipment
    
    
    13,187
    
    
    
    Depreciation and amortization expense
    
    
    3,831
    
    
    
    4,433Non-cash compensation expense
    
    
    484
    
    
    
    93Loss (gain) on disposition of property and equipment
    
    
    (21
    )
    
    
    5Changes in operating assets and liabilities:Accounts receivable and other current assets
    
    
    831
    
    
    
    (907
    )Intangible and other assets
    
    
    
    
    
    
    2Accounts payable
    
    
    (1,054
    )
    
    
    (551
    )Accrued compensation
    
    
    26
    
    
    
    (570
    )Accrued expenses
    
    
    774
    
    
    
    575Deferred revenue
    
    
    (657
    )
    
    
    387Other liabilities
    
    
    (47
    )
    
    
    129Net cash used in operating activities
    
    
    (26,819
    )
    
    
    (27,057
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (719
    )
    
    
    (8,942
    )Proceeds from sale of property and equipment
    
    
    70
    
    
    
    Proceeds from settlement of property and equipment dispute
    
    
    25
    
    
    
    Purchases of marketable securities
    
    
    (9,845
    )
    
    
    Proceeds from maturities of marketable securities
    
    
    
    
    
    
    5,000Net cash used in investing activities
    
    
    (10,469
    )
    
    
    (3,942
    )Cash flows from financing activities:Proceeds from issuance of debt
    
    
    1,484
    
    
    
    12,696Repayments of debt
    
    
    (3,860
    )
    
    
    (5,756
    )Debt issuance costs
    
    
    
    
    
    
    (103
    )Restricted cash related to debt
    
    
    
    
    
    
    901Proceeds from issuance of common stock, net
    
    
    30,092
    
    
    
    30,103Proceeds from exercise of stock options
    
    
    
    
    
    
    73Net cash provided by financing activities
    
    
    27,716
    
    
    
    37,914Net increase (decrease) in cash and cash equivalents
    
    
    (9,572
    )
    
    
    6,915Cash and cash equivalents, beginning of period
    
    
    45,048
    
    
    
    48,101Cash and cash equivalents, end of period
    
    $
    35,476
    
    
    $
    55,016
  5




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 1. Organization and Business Activities
   2. Interim Financial Information
  3. Summary of Significant Accounting Policies
 Use of Estimates
  6




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##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
  Accounting for Restructuring Costs
 Accounting for Costs Associated
with Exit or Disposal Activities Accounting for the Impairment or Disposal of Long-Lived
Assets
   7




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##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
  Stock-based Compensation
 Accounting for Stock Issued to
Employees Accounting for Stock-Based Compensation Accounting for Equity Instruments That Are Issued
to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services
 Accounting for
Stock-Based Compensation  Transition and Disclosure, an amendment of FASB Statement No. 123
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net loss  as reported
    
    $
    (22,621
    )
    
    $
    (10,824
    )
    
    $
    (44,173
    )
    
    $
    (30,653
    )Add: Stock-based
employee
compensation
expense included
in reported net
loss
    
    
    (2
    )
    
    
    11
    
    
    
    820
    
    
    
    89Deduct: Total
stock-based
employee
compensation
expense determined
under fair
value-based method
for all awards
    
    
    (1,193
    )
    
    
    (2,634
    )
    
    
    (4,139
    )
    
    
    (7,732
    )Net loss  pro forma
    
    $
    (23,816
    )
    
    $
    (13,447
    )
    
    $
    (47,492
    )
    
    $
    (38,296
    )Basic and diluted net
loss per share  as
reported
    
    $
    (0.69
    )
    
    $
    (0.44
    )
    
    $
    (1.42
    )
    
    $
    (1.38
    )Basic and diluted net
loss per share  pro
forma
    
    $
    (0.73
    )
    
    $
    (0.54
    )
    
    $
    (1.52
    )
    
    $
    (1.72
    )
 8




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 Net Loss Per Share
  Comprehensive Loss
  Fair Value of Financial Instruments
  Recent Accounting Pronouncements
 Accounting
Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement No. 3 Accounting Changes Reporting
Accounting Changes in Interim Financial Statements
 9




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##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
  Accounting for Conditional Asset
Retirement Obligations  an interpretation of FASB Statement No. 143
 Share-Based Payment
 Exchanges of Nonmonetary Assets  an amendment
of APB Opinion No. 29
 Reclassification
  10




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##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 4. Supplemental Disclosure of Cash Flow Information
  Nine months endedSeptember 30,2005
    
    
    2004Supplemental disclosure of cash flow information:Gross cash paid for interest
    
    $
    986
    
    
    $
    533Less capitalized interest
    
    
    
    
    
    
    (130
    )Cash paid for interest, net of amounts capitalized
    
    $
    986
    
    
    $
    403Non-cash investing activities:Decrease in accrued property and equipment
    
    $
    (63
    )
    
    $
    (475
    )Assets acquired under capital leases
    
    $
    
    
    
    $
    184Decrease in acquisition value of property and
equipment related to cancellation of a vendor
invoice as partial settlement of dispute (see
Note 7)
    
    $
    116
    
    
    $
    Decrease in acquisition value of property and
equipment related to receivable from vendor as
partial settlement of dispute (see Note 7)
    
    $
    50
    
    
    $
    Decrease in acquisition value of property and
equipment due to decrease in amount of remaining
minimum lease payments under capital lease
    
    $
    10
    
    
    $
    Non-cash financing activity:Conversion of accrued compensation from liability
to equity classified award upon grant of
restricted stock units (see Note 11)
    
    $
    382
    
    
    $
    
 5. Marketable Securities
  11




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 6. Accounts Receivable and Other Current Assets
  September 30,
    
    
    December 31,2005
    
    
    2004Accounts receivable
    
    $
    1,069
    
    
    $
    2,150Prepaid insurance (see Note 9)
    
    
    287
    
    
    
    102Other prepaid expenses
    
    
    531
    
    
    
    406Receivable from related party
    
    
    30
    
    
    
    31Other current assets
    
    
    128
    
    
    
    79$
    2,045
    
    
    $
    2,768
 7. Property and Equipment
  September 30,
    
    
    December 31,2005
    
    
    2004Building and facility improvements
    
    $
    19,129
    
    
    $
    38,270Laboratory, manufacturing, and office equipment
    
    
    9,691
    
    
    
    19,364Land
    
    
    357
    
    
    
    700Construction-in-progress
    
    
    
    
    
    
    15729,177
    
    
    
    58,491Less accumulated depreciation and amortization
    
    
    (4,167
    )
    
    
    (17,358
    )$
    25,010
    
    
    $
    41,133
   12




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
    13




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 8. Intangible and Other Assets
  September 30,
    
    
    December 31,2005
    
    
    2004Acquired intellectual property,
net of accumulated amortization
of $3,686 and $3,238 as of
September 30, 2005 and December
31, 2004, respectively
    
    $
    864
    
    
    $
    1,312Non-competition agreement, net
of accumulated amortization of
$882 and $772 as of September
30, 2005 and December 31, 2004,
respectively
    
    
    
    
    
    
    110Deferred financing costs, net of
accumulated amortization of $32
and $18 as of September 30, 2005
and December 31, 2004,
respectively
    
    
    149
    
    
    
    163Receivable from related party
    
    
    29
    
    
    
    57Deposits
    
    
    61
    
    
    
    140$
    1,103
    
    
    $
    1,782
 9. Debt and Capital Lease Obligations
  September 30,
    
    
    December 31,2005
    
    
    2004Term loan from bank
    
    $
    7,334
    
    
    $
    8,000Industrial development authority bond
    
    
    1,000
    
    
    
    1,000Term loan from landlord (unsecured),
annual interest at 13.00%, due June 2008
    
    
    1,083
    
    
    
    1,327Notes payable to equipment lender,
secured by equipment and facility
improvements, interest rates from 8.00%
to 9.44%, due 2006 to 2009
    
    
    5,943
    
    
    
    7,463Note payable, secured by insurance
policies, annual interest at 3.91%, due
January 2006
    
    
    258
    
    
    
    3⁄4Subtotal
    
    
    15,618
    
    
    
    17,790Capital lease obligations
    
    
    341
    
    
    
    555Total debt
    
    
    15,959
    
    
    
    18,345Less note payable
    
    
    (258
    )
    
    
    3⁄4Less current portion of long-term debt
    
    
    (4,417
    )
    
    
    (4,586
    )Total debt, net of current portion
    
    $
    11,284
    
    
    $
    13,759
 14




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 Term Loan from Bank and Industrial Development Authority Bonds
      15




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 2005 Activity
    10. Accrued Expenses
  September 30,
    
    
    December 31,2005
    
    
    2004Professional fees
    
    $
    1,110
    
    
    $
    610Sponsored research and contract
laboratory services
    
    
    430
    
    
    
    557Restructuring costs (see Note 13)
    
    
    273
    
    
    
    3⁄4Employee relocation
    
    
    179
    
    
    
    186Preclinical studies
    
    
    102
    
    
    
    126Interest expense
    
    
    43
    
    
    
    43Property and equipment
    
    
    3⁄4
    
    
    
    63Other expenses
    
    
    626
    
    
    
    467$
    2,763
    
    
    $
    2,052
 16




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 11. Stockholders Equity
 Common Stock
   Restricted Stock Units
   Modification of 2004 Bonus Awards for Officers
  17




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
  Modification of 2005 Bonus Awards for Officers
   Adjustment of Officer Base Salaries
  12. Collaborative Agreements and Significant Customer Concentration
 BioGeneriX Agreements
  18




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
     Amendment to Novo Nordisk Agreement
   19




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 Significant Customer Concentration
  13. Restructuring
   Employee
    
    
    Facilityseverance
    
    
    closurecosts
    
    
    costs
    
    
    TotalInitial provision
    
    $
    815
    
    
    $
    3⁄4
    
    
    $
    815Cash payments
    
    
    (542
    )
    
    
    3⁄4
    
    
    
    (542
    )Balance as of
September 30, 2005
    
    $
    273
    
    
    $
    3⁄4
    
    
    $
    273
  20




---



##### 



NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
  14. Commitments and Contingencies
   21




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION ACT OF
1995:
 This report and the documents incorporated by reference herein contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). When used in this
report and the documents incorporated herein by reference, the words anticipate, believe,
estimate, may, expect, intend, and similar expressions are generally intended to identify
forward-looking statements. These forward-looking statements include, among others, the statements
in Managements Discussion and Analysis of Financial Condition and Results of Operations about our:
 
    
    estimate of the length of time that our existing cash and cash equivalents,
marketable securities, expected revenue, and interest income will be adequate to
finance our operating and capital requirements;
    
    expectations as to the costs and benefits of our August 2005 restructuring of
operations;
    
    expected losses;
    
    expectations for future capital requirements;
    
    expectations for increases in operating expenses;
    
    expectations for increases in research and development, and general and
administrative expenses in order to develop products, manufacture commercial
quantities of reagents and products, and commercialize our technology;
    
    expectations for the development of, the timing of regulatory filings related
to, and the ability to commence clinical trials for, our proprietary drug
candidates;
    
    expectations for generating revenue;
    
    expectations regarding the timing and structure of new or expanded
collaborations; and
    
    expectations regarding the success of existing collaborations for the
development and commercialization of products using our technologies.
 Our actual results could differ materially from the results expressed in, or implied by, these
forward-looking statements. Potential risks and uncertainties that could affect our actual results
include the following:
 
    
    our ability to obtain the funds necessary for our operations;
    
    our ability to meet forecasted project timelines due to internal or external
causes;
    
    our ability to satisfy the FDAs request for additional information and obtain
clearance from the FDA to commence the Phase I clinical trial for NE-180;
    
    our ability to develop commercial-scale manufacturing processes for our products
and reagents, either independently or in collaboration with others;
 22




---



##### 




    
    the risk that we will incur unexpected charges or will have unexpected
expenditures related to the restructuring upon the completion of further analysis
with respect to the restructuring generally and our assets specifically;
    
    our ability to enter into and maintain collaborative arrangements;
    
    our ability to obtain adequate sources of proteins and reagents either
manufactured internally or externally sourced;
    
    our ability to expand and protect our intellectual property and to operate
without infringing the rights of others;
    
    our ability to develop and commercialize therapeutic proteins and to
commercialize our technologies;
    
    our ability to attract and retain key personnel;
    
    our ability to compete successfully in an intensely competitive field;
    
    our ability to renovate our facilities as required for our operations; and
    
    general economic conditions.
 These and other risks and uncertainties that could affect our actual results are discussed in
this report and in our other filings with the Securities and Exchange Commission (SEC),
particularly the section entitled Factors Affecting The Companys Prospects of our Annual Report
on Form 10-K for the year ended December 31, 2004. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
events, levels of activity, performance, or achievements. We do not assume responsibility for the
accuracy and completeness of the forward-looking statements other than as required by applicable
law.
 We do not undertake any duty to update after the date of this report any of the
forward-looking statements in this report to conform them to actual results.
 You should read this section in combination with the section entitled Managements Discussion
and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2004,
included in our Annual Report on Form 10-K for the year ended December 31, 2004 and in our 2004
Annual Report to Stockholders.
 Overview
 de novo
 23




---



##### 



Liquidity and Capital Resources
 Overview
    24




---



##### 



Operating Activities
  Investing Activities
  25




---



##### 



Financing Activities
 Equity Financing Activities
   26




---



##### 



Debt Financing Activities
  Note Payable Secured by Insurance Policies
  Term Loan from Bank and Industrial Development Authority Bonds
     27




---



##### 



Term Loan from Landlord
  Equipment Loans
  28




---



##### 



Capital Lease Obligations
  Operating Leases
   Summary of Contractual Obligations
  Off-Balance Sheet Arrangements
  29




---



##### 



Critical Accounting Policies and Estimates
  Accounting for Restructuring Costs
 Accounting for Costs Associated with Exit or Disposal
Activities Accounting for the Impairment or Disposal of Long-Lived Assets
   30




---



##### 



Results of Operations
  Revenue from Collaborative Agreements
    Research and Development Expense
  31




---



##### 



DevelopmentStage
    
    StatusGlycoAdvance and GlycoPEGylationNE-180
    
    Preclinical
    
    ActiveGlycoPEG-GCSF
    
    Preclinical
    
    ActiveOther protein projects
    
    Research
    
    ActiveOther Glycotechnology ProgramsNon-protein therapeutic applications
    
    Research
    
    Active
  32




---



##### 



Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004GlycoAdvance and
GlycoPEGylation
    
    $
    3,843
    
    
    $
    4,386
    
    
    $
    13,992
    
    
    $
    11,254Other Glycotechnology Programs
    
    
    237
    
    
    
    19
    
    
    
    766
    
    
    
    141Indirect expenses
    
    
    3,441
    
    
    
    4,900
    
    
    
    11,375
    
    
    
    13,576$
    7,521
    
    
    $
    9,305
    
    
    $
    26,133
    
    
    $
    24,971
 GlycoAdvance and GlycoPEGylation
  Other Glycotechnology Programs
  33




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##### 



Indirect expenses
  General and Administrative Expense
  Restructuring Charges
   Other Income and Expense
   34




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##### 



Item 4. Controls and Procedures
    35




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##### 



PART II. OTHER INFORMATION
 Item 6. Exhibits
 10.1
    
    Promissory Note of Neose Technologies, Inc. to General Electric Capital
Corporation, dated July 12, 2005.31.1
    
    Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 36




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##### 



SIGNATURES
  NEOSE TECHNOLOGIES, INC.Date: November 2, 2005
    By:
    /s/ A. Brian DavisA. Brian DavisSenior Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized
Signatory) 37




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##### 



Exhibit Index
 Exhibit
    
    Description10.1
    
    Promissory Note of Neose Technologies, Inc. to General Electric Capital
Corporation, dated July 12, 2005.31.1
    
    Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.