EXHIBIT 10.5

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the Agreement), is made as of
this 12th day of September, 2002, by and between NEOSE TECHNOLOGIES, INC. (the Company) and Joseph J. Villafranca (the Executive),
and, subject to the termination of the Executives employment with his current employer, will be effective as of October 1, 2002 (the Commencement Date).

Background

The Company believes that the Executive can
contribute to the growth and success of the Company and desires to employ the Executive as the Senior Vice President, Pharmaceutical Development and Operations, on the terms and conditions set forth in this Agreement, and the Executive desires to be
so employed by the Company.

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

Terms

1.       Employment.

1.1.Term. The Company agrees to employ the Executive in accordance with the terms of this Agreement and the Executive agrees to accept such employment, effective on the
Commencement Date and continuing until terminated pursuant to Section 3 hereof (the Term).

1.2.Position. During the Term, Executive will serve
as the Senior Vice President, Pharmaceutical Development and Operations, of the Company, reporting directly to the President and Chief Executive Officer.

1.3.Duties. The Executive will perform such duties
and functions as are customarily performed by the Senior Vice President, Pharmaceutical Development and Operations, of an enterprise the size and nature of the Company, including the duties and functions from time to time assigned to him by the
Chief Executive Officer. Without limiting the generality of the foregoing, the Executive will be responsible for running development programs in support of the Companys proprietary drug strategy.

1.4.Place of Performance. The Executive shall
perform his services hereunder at the principal executive offices of the Company, which are currently located in Horsham, Pennsylvania. The Executive will be required to travel from time to time for business purposes.

1.5.Time Devoted to Employment. The Executive will
devote his best efforts and substantially all of his business time and services to the performance of his duties under this Agreement. Notwithstanding the foregoing, the Executive may engage in charitable, community service and industry association
activities, and, with the approval of the Board (which approval



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will not be unreasonably withheld), may serve as a member of boards of directors of other companies or organizations, which in the judgment of the Board,
will not present any conflict of interest with the Company, so long as those activities do not interfere with the performance of his duties under this Agreement.

2.       Compensation, Benefits and Expense Reimbursements.

2.1.Base Salary. The Executive shall receive an
initial annual salary of $280,000 (the Base Salary), paid semi-monthly or otherwise in accordance with the Companys customary payroll practices, as in effect from time to time. Future
salary reviews will be undertaken by the Compensation Committee of the Board of Directors annually, based upon the recommendations of senior management.

2.2.Bonus. The Executive will be eligible to receive
an annual bonus (the Annual Bonus) for each completed calendar year during the Term. The target amount of the Annual Bonus is 50% of the Base Salary for the applicable calendar year. The
specific goals and objectives that must be met to receive the target bonus will be established by mutual agreement of the Chief Executive Officer and the Executive within 90 days following the commencement of each calendar year during the Term,
except that, for the balance of the 2002 calendar year, the Executive will receive a bonus equal to $24,500, payable no later than March 31, 2003. The Company will endeavor to pay the Annual Bonus, if any, by the end of the first quarter of the
calendar year following the calendar year to which the Annual Bonus relates.

2.3.Payment in Lieu of Lost Benefits. Within 30 days after the Commencement Date, the Company will pay to the Executive $50,000 in recognition of Executive foregoing certain
payments from his prior employer.

2.4.Equity
Incentive. The Board has authorized the grant to the Executive of options to purchase 160,000 shares of the Companys common stock (the Initial Stock Option)
effective as of the Commencement Date with a per share exercise price equal to the fair market value of a share of common stock on the Commencement Date, contingent on the commencement of the Executives employment with the Company on that
date. The Initial Stock Option is intended to be an incentive stock option, to the extent permitted under Section 422(d) of the Internal Revenue Code (the Code). The Initial Stock Option
will be granted under the Companys1995Stock Option/Stock Issuance Plan (the Plan). The Initial Stock Option will become vested and first
exercisable with respect to 25% of shares on the Commencement Date, and will become vested and exercisable with respect to an additional 25% of the shares subject thereto on the first, second, and third anniversaries of the Commencement Date,
respectively, contingent on the continued employment of the Executive by the Company on the applicable vesting date, such that the entire option will be fully vested and exercisable on the third anniversary of the Commencement Date (if the Executive
then remains employed by the Company). In addition, the Board has authorized the grant to the Executive of options to purchase 30,000 shares of the Companys common stock (the Contingent Stock Option) effective as of the Commencement Date with a per share exercise price equal to the fair market value of a share of common stock on the Commencement Date, contingent on the commencement of the Executives employment with the
Company on that date. The Contingent



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Stock Option will be a non-qualified stock option granted under the Plan, and will become vested and first exercisable on the earlier of (i) the first filing with the Food and Drug
Administration of an Investigational New Drug application for the Companys own proprietary drug candidate that allows the Company to commence clinical trials, and (ii) the fifth anniversary of the Commencement Date. The Executive will be
eligible to receive additional grants in accordance with the Companys executive incentive options program, at the discretion of the Board or a committee of the Board.

2.5.Expenses. The Executive will be entitled to
reimbursement by the Company for all expenses reasonably incurred by him in connection with the performance of his duties, including, without limitation, travel and entertainment expenses reasonably related to the business of the Company, in
accordance with the policies and procedures established from time to time by the Company.

2.6.Other Benefits. The Executive will be entitled to participate in any benefit plans, policies or arrangements sponsored or maintained by the Company from time to time for its
senior executive officers (which benefits, as of this date, include the right to participate in the Companys 401(k), employee stock purchase, medical, and dental plans, and coverage under the Companys group life and disability insurance
policies). Notwithstanding the foregoing, the Executives eligibility for and participation in any of the Companys employee benefit plans, policies or arrangements will be subject to the terms and conditions of such plans, policies or
arrangements. Moreover, subject to the terms and conditions of such plans, policies or arrangements, the Company may amend, modify or terminate such plans, policies or arrangements at any time for any reason.

2.7.Vacations. In addition to holidays observed by
the Company, the Executive shall be entitled to 4 weeks paid vacation time during each year of employment consistent with Company policies, as in effect from time to time.

3.       Termination.

3.1.In General. The Company may terminate the Executives employment at any time. The Executive may terminate his or her employment at any time, provided that before the
Executive may voluntarily terminate his or her employment with the Company, he or she must provide 30 days prior written notice (or such shorter notice as is acceptable to the Company) to the Company. If the Executive resigns, other than for Good
Reason, his employment with the Company prior to the first anniversary of the Commencement Date, the Executive will be required to pay to the Company the amount of $50,000, which amount may be offset from any amounts payable to the Executive
hereunder. Upon any termination of the Executives employment with the Company for any reason: (a) the Executive (unless otherwise requested by the Board) concurrently will resign any officer or director positions he or she holds with the
Company, its subsidiaries or affiliates, and (b) the Company will pay to the Executive all accrued but unpaid compensation through the date of termination, and (c) except as explicitly provided in Sections 3 or 5, or otherwise pursuant to COBRA, all
compensation and benefits will cease and the Company will have no further liability or obligation to the Executive, including, but not limited to, any unpaid Annual Bonus. The foregoing will not be construed to limit the



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Executives right to payment or reimbursement for claims incurredunder any insurance contract funding an employee benefit plan, policy or
arrangement of the Company in accordance with the terms of such insurance contract.

3.2.Termination Without Cause. If the Executives employment by the Company ceases due to a termination by the Company without Cause or due to death or Disability, then, in
addition to the payments and benefits provided for in Section 3.1 above and subject to Section 3.3 below, the Company will (a) make a lump sum cash payment to the Executive equal to six months of the Executives Base Salary, as in effect on
such date, (b) continue to provide medical benefits to the Executive (and, if covered immediately prior to such termination, his or her spouse and dependents) for a period of six months commencing from the date of the Executives
termination of employment at a monthly cost to the Executive equal to the Executives monthly contribution toward the cost of such coverage immediately prior to such termination, and (c) arrange for the provision to the Executive of
reasonable executive outplacement services by a provider selected by the mutual agreement of the Company and the Executive; provided that if the Companys obligation to make the payments provided for in clause (a) of this Section 3.2 arises due
to the Executives death or Disability, the cash payments described in clause (a) will be offset by the amount of benefits paid to the Executive (or his or her representative(s), heirs, estate or beneficiaries) pursuant to the life insurance or
disability plans, policies or arrangements of the Company by virtue of his or her death or that Disability (including, for this purpose, only that portion of such life insurance or disability benefits funded by the Company or by premium payments
made by the Company). The payments and benefits described in this section are in lieu of (and not in addition to) any other severance arrangement maintained by the Company.

3.3.Certain Terminations Following a Change in Control. If the Executives employment with the Company ceases within twelve months following a Change in Control as a result of (i) a termination by the Company without Cause, or (ii) a resignation by the Executive for Good Reason, then in
lieu of the payments and benefits provided for in Section 3.2, (a) the Company will make a lump sum cash payment to the Executive equal to the sum of (i) one year of the Executives Base Salary as in effect on such date, and (ii) the
Executives Annual Bonus for the calendar year in which the termination occurs, (b) the Company will continue to provide medical benefits to the Executive (and, if covered immediately prior to such term, his or her spouse and dependents) for a
period of one year commencing from the date of the Executives termination of employment at a monthly cost to the Executive equal to the Executives monthly contribution toward the cost of such coverage immediately prior to such
termination, (c) the Company will arrange for the provision to the Executive of reasonable executive outplacement services by a provider selected by the mutual agreement of the Company and the Executive, (d) the Company will pay to the
Executive the additional amount, if any, payable pursuant to Section 5 below, and (e) all outstanding stock options then held by the Executive will then become fully vested and immediately exercisable and will remain exercisable for 12 months
following Executives termination of employment, notwithstanding any inconsistent language in any equity incentive plan or agreement.



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4.         Definitions. For purposes of this Agreement:

4.1.   Change in Control means

4.1.1.   a change in ownership or control of
the Company effected through (i) the direct or indirect acquisition by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company)
of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than 50% of the total combined voting power of the Companys outstanding securities; (ii) a change in
the composition of the Board over a period of 36 months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (a) have been board
members continuously since the beginning of such period, or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (a) who were still in office at the time
such election or nomination was approved by the Board; or (iii) the consummation of any consolidation, share exchange or merger of the Company (a) in which the stockholders of the Company immediately prior to such transaction do not own at least a
majority of the voting power of the entity which survives/results from that transaction, or (b) in which a shareholder of the Company who does not own a majority of the voting stock of the Company immediately prior to such transaction, owns a
majority of the Companys voting stock immediately after such transaction; or

4.1.2.   the liquidation or dissolution of the
Company or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, including stock held in subsidiary corporations or interests held in subsidiary
ventures.

4.2.   Cause means
fraud, embezzlement, or any other serious criminal conduct that adversely affects the Company committed intentionally by the Executive in connection with the commencement of his or her employment or the performance of his or her duties as an officer
or director of the Company, or the Executives conviction of, or plea of guilty ornolo contendereto, any felony.

4.3.   Good Reason means, without the
Executives prior written consent, any of the following:

4.3.1.   an adverse change in the
Executives title;

4.3.2.   a
reduction in the Executives authority, duties or responsibilities, or the assignment to the Executive of duties that are inconsistent, in a material respect, with Executives position;

4.3.3.   the relocation of the Companys
headquarters more than 15 miles from Horsham, Pennsylvania, unless such move reduces the Executives commuting time;



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4.3.4.   a
reduction in the Executives Base Salary or in the amount, expressed as a percentage of Base Salary, of the Executives Target Bonus;

4.3.5.   the Companys failure to pay or
make available any material payment or benefit due under this Agreement or any other material breach by the Company of this Agreement.

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

4.4.   Release means a release
substantially identical to the one attached hereto asExhibit 4.4.

5.       Parachute
Payments.

5.1.Generally. All amounts payable to the Executive under this Agreement will be made without regard to whether the deductibility of such payments (considered together with any other entitlements or payments otherwise paid
or due to the Executive) would be limited or precluded by Section 280G of the Code and without regard to whether such payments would subject the Executive to the excise tax levied on certain excess parachute payments under Section 4999
of the Code (the Parachute Excise Tax).

5.2.Gross-Up. If all or any portion of the payments or other benefits provided under any section of this Agreement, either alone or together with any other payments and benefits
which the Executive receives or is entitled to receive from the Company or its affiliates (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement,
policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (the
Payment) would result in the imposition of a Parachute Excise Tax, the Executive will be entitled to an additional payment (the Gross-up Payment) in an amount such that the net amount of the Payment and the Gross-up Payment retained by the Executive after the calculation and deduction of all excise taxes (including any interest or penalties imposed with respect to such taxes)
on the Payment and all federal, state and local income tax, employment tax and excise tax (including any interest or penalties imposed with respect to such taxes) on the Gross-up Payment provided for in this Section 5.2, and taking into account any
lost or reduced tax deductions on account of the Gross-up Payment, shall be equal to the Payment.

5.3.Measurements and Adjustments. The determination of the amount of the payments and benefits paid and payable to the Executive and whether and to what extent payments under
Section 5.2 are required to be made will be made at the Companys expense by an independent auditor selected by mutual agreement of the Company and the Executive, which auditor shall provide Executive and the Company with detailed supporting
calculations with respect to its determination within 15 business days of the receipt of notice from the Executive or



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the Company that the Executive has received or will receive a payment that is potentially subject to the Parachute Excise Tax. For the purposes of determining whether any payments will be
subject to the Parachute Excise Tax and the amount of such Parachute Excise Tax, such payments will be treated as parachute payments within the meaning of Section 280G of the Code, and all parachute payments in excess of the
base amount (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Parachute Excise tax, unless and except to the extent that in the opinion of the accountants such payments (in whole or in part) either do
not constitute parachute payments or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the base amount, or such parachute payments
are otherwise not subject to such Parachute Excise Tax. For purposes of determining the amount of the Gross-up Payment, if any, the Executive shall be deemed to pay federal income taxes at the highest applicable marginal rate of federal income
taxation for the calendar year in which the gross-up payment is to be made and to pay any applicable state and local income taxes at the highest applicable marginal rate of 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 obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Executives
adjusted gross income); and to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the gross-up payment in the Executive adjusted gross income. Any
Gross-up Payment shall be paid by the Company at the time the Executive is entitled to receive the Payment. Any determination by the auditor shall be binding upon the Company and the Executive.

5.4.Underpayment or Overpayment. In the event of any
underpayment or overpayment to the Executive (determined after the application of Section 5.2), the amount of such underpayment or overpayment will be, as promptly as practicable, paid by the Company to the Executive or refunded by the Executive to
the Company, as the case may be, with interest at the applicable federal rate specified in Section 1274(d) of the Code.

6.       Timing of Payments
Following Termination. Notwithstanding any provision of this Agreement, the payments and benefits described in Sections 3 and 5 are conditioned on the Executives execution and delivery to the Company of a Release in a
manner consistent with the Older Workers Benefit Protection Act and any similar state law that is applicable. The amounts described in Sections 3.2(a) and 3.3(a) will be paid in a lump sum, as soon as the Release becomes irrevocable following the
Executives execution and delivery of the Release (provided that the Release has not been revoked by the Executive).

7.       Restrictive
Covenants. As consideration for all of the payments to be made to the Executive pursuant to Sections 2, 3, and 5 of this Agreement, as well as for any equity incentive awards that the Executive may receive from the Company,
the Executive agrees to be bound by the provisions of this Section 7 (the Restrictive Covenants). These Restrictive Covenants will apply without regard to whether any termination of the
Executives employment is initiated by the Company or the Executive, and without regard to the reason for that termination.



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7.1.Covenant Not To
Compete. The Executive covenants that, during the period beginning on the Commencement Date and ending on the first anniversary of the termination of the Executives employment with the Company for any reason (the
Restricted Period), he will not (except in his capacity as an employee or director of the Company) do any of the following, directly or indirectly, anywhere in the world:

7.1.1.   engage or participate in any business
competitive with the Business (as defined below);

7.1.2.   become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent or consultant) any person, firm, corporation, association or other entity engaged in any business
competitive with the Business. Notwithstanding the foregoing, the Executive may hold up to 4.9% of the outstanding securities of any class of any publicly-traded securities of any company;

7.1.3.   engage in any business, or solicit or
call on any customer, supplier, licensor, licensee, contractor, agent, representative, advisor, strategic partner, distributor or other person with whom the Company shall have dealt or any prospective customer, supplier, licensor, licensee,
contractor, agent, representative, advisor, strategic partner, distributor or other person that the Company shall have identified and solicited at any time during the Executives employment by the Company for a purpose competitive with the
Business;

7.1.4.   influence or
attempt to influence any employee, consultant, customer, supplier, licensor, licensee, contractor, agent, representative, advisor, strategic partner, distributor or other person to terminate or modify any written or oral agreement, arrangement or
course of dealing with the Company; or

7.1.5.   solicit for employment or employ or retain (or arrange to have any other person or entity employ or retain) any person who has been employed or retained by the Company within the 12 months preceding the termination of
the Executives employment with the Company for any reason.

7.2.Confidentiality. The Executive recognizes and acknowledges that the Proprietary Information (as defined below) is a valuable, special and unique asset of the business of the Company. As a result, both during the Term
and thereafter, the Executive will not, without the prior written consent of the Company, for any reason either directly or indirectly divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the
Company, any Proprietary Information; provided, however, that the Executive may during the Term disclose Proprietary Information to third parties as may be necessary or appropriate to the effective and efficient discharge of his duties as an
employee hereunder (provided that the third party recipient has signed the Companys then-approved confidentiality or similar agreement) or as such disclosures may be required by law. If the Executive or any of his representatives becomes
legally compelled to disclose any of the Proprietary Information, the Executive will provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. The non-disclosure and non-use
obligations with respect to Proprietary Information set forth in this Section 7.2 shall not apply to any information



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that is in or becomes part of the public domain through no improper act on the part of the Executive.

7.3.Property of the Company.

7.3.1.Proprietary
Information. All right, title and interest in and to Proprietary Information will be and remain the sole and exclusive property of the Company. The Executive will not remove from the Companys offices or premises any
documents, records, notebooks, files, correspondence, reports, memoranda or similar materials of or containing Proprietary Information, or other materials or property of any kind belonging to the Company unless necessary or appropriate in the
performance of his duties to the Company. If the Executive removes such materials or property in the performance of his duties, the Executive will return such materials or property to their proper files or places of safekeeping as promptly as
possible after the removal has served its specific purpose. The Executive will not make, retain, remove and/or distribute any copies of any such materials or property, or divulge to any third person the nature of and/or contents of such materials or
property or any other oral or written information to which he may have access or become familiar in the course of his employment, except to the extent necessary in the performance of his duties. Upon termination of the Executives employment
with the Company, he will leave with the Company or promptly return to the Company all originals and copies of such materials or property then in his possession.

7.3.2.Intellectual
Property. The Executive agrees that all the Intellectual Property (as defined below) will be considered works made for hire as that term is defined in Section 101 of the Copyright Act (17 U.S.C. § 101) and
that all right, title and interest in such Intellectual Property will be the sole and exclusive property of the Company. To the extent that any of the Intellectual Property may not by law be considered a work made for hire, or to the extent that,
notwithstanding the foregoing, the Executive retains any interest in the Intellectual Property, the Executive hereby irrevocably assigns and transfers to the Company any and all right, title, or interest that the Executive may now or in the future
have in the Intellectual Property under patent, copyright, trade secret, trademark or other law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company will be entitled to
obtain and hold in its own name all copyrights, patents, trade secrets, trademarks and other similar registrations with respect to such Intellectual Property. The Executive further agrees to execute any and all documents and provide any further
cooperation or assistance reasonably required by the Company to perfect, maintain or otherwise protect its rights in the Intellectual Property. If the Company is unable after reasonable efforts to secure the Executives signature, cooperation
or assistance in accordance with the preceding sentence, whether because of the Executives incapacity or any other reason whatsoever, the Executive hereby designates and appoints the Company or its designee as the Executives agent and
attorney-in-fact, to act on his behalf, to execute and file documents and to do all other lawfully permitted acts necessary or desirable to perfect, maintain or otherwise protect the Companys rights in the Intellectual Property. The Executive
acknowledges and agrees that such appointment is coupled with an interest and is therefore irrevocable.

7.4.Definitions. For purposes of this Agreement, the following terms have the meanings defined below:



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

7.4.2.   Intellectual Property means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all
patents and patent applications claiming such inventions, (b) all trademarks, 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 goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in
connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets (including research and development, know-how, formulas, compositions, manufacturing and production processes
and techniques, methodologies, technical data, designs, drawings and specifications), (f) all computer software (including data, source and object codes and related documentation), (g) all other proprietary rights, (h) all copies and tangible
embodiments thereof (in whatever form or medium), or similar intangible personal property which have been or are developed or created in whole or in part by the Executive (i) at any time and at any place while the Executive is employed by Company
and which, in the case of any or all of the foregoing, are related to and used in connection with the business of the Company, or (ii) as a result of tasks assigned to the Executive by the Company.

7.4.3.   Proprietary Information means any and all information of the Company or of any subsidiary or affiliate of the Company. Such Proprietary Information shall include, but shall not be limited to, the following items
and information relating to the following items: (a) all intellectual property and proprietary rights of the Company (including without limitation Intellectual Property) (b) computer codes or instructions (including source and object code listings,
program logic algorithms, subroutines, modules or other subparts of computer programs and related documentation, including program notation), computer processing systems and techniques, all computer inputs and outputs (regardless of the media on
which stored or located), hardware and software configurations, designs, architecture and interfaces, (c) business research, studies, procedures and costs, (d) financial data, (e) distribution methods, (f) marketing data, methods, plans and efforts,
(g) the identities of actual and prospective customers, contractors and suppliers, (h) the terms of contracts and agreements with customers, contractors and suppliers, (i) the needs and requirements of, and the Companys course of dealing with,
actual or prospective customers, contractors and suppliers, (j) personnel information, (k) customer and vendor credit information, and (l) any information received from third parties subject to obligations of non-disclosure or non-use. Failure by
the Company to mark any of the Proprietary Information as confidential or proprietary shall not affect its status as Proprietary Information under the terms of this Agreement.



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7.5.Acknowledgements. The Executive acknowledges that the Restrictive Covenants are reasonable and necessary to protect the legitimate interests of the Company and its affiliates and that the duration and geographic scope of the Restrictive Covenants are
reasonable given the nature of this Agreement and the position the Executive will hold within the Company. The Executive further acknowledges that the Restrictive Covenants are included herein in order to induce the Company to employ the Executive
pursuant to this Agreement and that the Company would not have entered into this Agreement or otherwise employed the Executive in the absence of the Restrictive Covenants.

7.6.Remedies and Enforcement Upon Breach.

7.6.1.Specific
Enforcement. The Executive acknowledges that any breach by him, willfully or otherwise, of the Restrictive Covenants will cause continuing and irreparable injury to the Company for which monetary damages would not be an
adequate remedy. The Executive shall not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that such an adequate remedy at law exists. In the event of any such breach by the Executive, the
Company shall have the right to enforce the Restrictive Covenants by seeking injunctive or other relief in any court, without any requirement that a bond or other security be posted, and this Agreement shall not in any way limit remedies of law or
in equity otherwise available to the Company.

7.6.2.Judicial Modification. If any court determines that any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope
of such provision, such court shall have the power to modify such provision and, in its modified form, such provision shall then be enforceable.

7.6.3.Accounting. If the Executive breaches any of the Restrictive Covenants, the Company will have the right and remedy to require the Executive to account for and pay over to the Company all compensation, profits, monies,
accruals, increments or other benefits derived or received by the Executive as the result of such breach. This right and remedy will be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in
equity.

7.6.4.Enforceability. If any court holds the Restrictive Covenants unenforceable by reason of their breadth or scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way
affect the right of the Company to the relief provided above in the courts of any other jurisdiction within the geographic scope of such Restrictive Covenants.

7.6.5.Disclosure of
Restrictive Covenants. The Executive agrees to disclose the existence and terms of the Restrictive Covenants to any employer that the Executive may work for during the Restricted Period.

7.6.6.Extension of
Restricted Period. If the Executive breaches Section 7.1 in any respect, the restrictions contained in that section will be extended for a period equal to the period that the Executive was in breach.



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8.       Miscellaneous.

8.1.No Liability of Officers and Directors for Severance Upon
Insolvency. Notwithstanding any other provision of the Agreement and intending to be bound by this provision, the Executive hereby (a) waives any right to claim payment of amounts owed to him, now or in the future, pursuant
to this Agreement from directors or officers of the Company if the Company becomes insolvent, and (b) fully and forever releases and discharges the Companys officers and directors from any and all claims, demands, liens, actions, suits, causes
of action or judgments arising out of any present or future claim for such amounts.

8.2.Legal Fees. The Company shall pay the reasonable attorneys fees and related expenses and disbursements incurred by the Executive in connection with the negotiation and
preparation of this Agreement (including the term sheet relating thereto) up to a maximum of $4,500.

8.3.Other Agreements. The Executive represents and warrants to the Company that there are no restrictions, agreements or understandings whatsoever to which he is a party that
would prevent or make unlawful his execution of this Agreement, that would be inconsistent or in conflict with this Agreement or Executives obligations hereunder, or that would otherwise prevent, limit or impair the performance by Executive of
his duties under this Agreement.

8.4.Successors and
Assigns. The Company may assign this Agreement to any successor to all or substantially all of its assets and business by means of liquidation, dissolution, merger, consolidation, transfer of assets, or otherwise. The duties
of the Executive hereunder are personal to the Executive and may not be assigned by him.

8.5.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to the principles of
conflicts of laws.

8.6.Enforcement.
Any legal proceeding arising out of or relating to this Agreement will be instituted in the United States District Court for the Eastern District of Pennsylvania, or if that court does not have or will not accept jurisdiction, in any court of
general jurisdiction in the Commonwealth of Pennsylvania, and the Executive and the Company hereby consent to the personal and exclusive jurisdiction of such court(s) and hereby waive any objection(s) that they may have to personal jurisdiction, the
laying of venue of any such proceeding and any claim or defense of inconvenient forum.

8.7.Waivers; Separability. The waiver by either party hereto of any right hereunder or any failure to perform or breach by the other party hereto shall not be deemed a waiver of
any other right hereunder or any other failure or breach by the other party hereto, whether of the same or a similar nature or otherwise. No waiver shall be deemed to have occurred unless set forth in a writing executed by or on behalf of the
waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or
condition for the future or as to any act other than that specifically



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waived. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining
provisions hereof which shall remain in full force and effect.

8.8.Notices. All notices and communications that are required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or upon mailing by registered or
certified mail, postage prepaid, return receipt requested, as follows:

| |  | If to the Company, to:Neose Technologies, Inc.102 Witmer 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 Executive, to:Joseph J. Villafranca1679 Lookaway CourtNew Hope, PA 18938Fax:
215-794-4563
| |  | -----------------------------------------------------------------------------------------------

| |  | With a copy to:DechertPrinceton Pike Corporate CenterP.O. Box 5218Princeton, NJ 08543-5218Fax:
609-620-3259
| |  | -----------------------------------------------------------------------------------------------------------

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

8.9.Entire Agreement; Amendments. This Agreement and
the attached exhibits contain the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions,



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agreements and understandings of every nature relating to the subject matter. This Agreement may not be changed or modified, except by an Agreement in writing signed by each of the parties
hereto.

8.10.Withholding. The Company
will withhold from any payments due to Executive hereunder, all taxes, FICA or other amounts required to be withheld pursuant to any applicable law.

8.11.Headings Descriptive. The headings of sections
and paragraphs of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

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

[This space left blank intentionally; signature page
follows.]



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

| |  | NEOSE TECHNOLOGIES, INC.
| |  | ------------------------
| |  | By:                     
| |  |                         
| |  |                         

| |  |  | JOSEPH J. VILLAFRANCA  
| |  |  | -----------------------
| |  |  | /s/ JOSEPHJ.VILLAFRANCA
| |  |  |                        
| |  |  |                        



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Exhibit 4.4

Release and Non-Disparagement Agreement

THIS RELEASE AND NON-DISPARAGEMENT AGREEMENT (this Release) is made as of the ___ day of _______, _____ by and between ____________________ (the Employee) and NEOSE TECHNOLOGIES, INC. (the Company).

WHEREAS, the Employees employment as an executive
of the Company has terminated; and

WHEREAS, pursuant to Sections 3 and 5 of the Employment Agreement by
and between the Company and the Employee dated as of September___, 2002 (the Employment Agreement), the Company has agreed to pay the Employee certain amounts and to provide him or her with
certain rights and benefits, subject to the execution of this Release.

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

SECTION 1.Consideration. The Employee acknowledges that: (a) the payments, rights and benefits set forth in Sections 3 and 5 of the Employment Agreement constitute full settlement of all of his or her rights under the Employment
Agreement, (b) he or she has no entitlement under any other severance or similar arrangement maintained by the Company, and (c) except as otherwise provided specifically in this Release, the Company does not and will not have any other liability or
obligation to the Employee. The Employee further acknowledges that, in the absence of his or her execution of this Release, the payments and benefits specified in Sections 3 and 5 of the Employment Agreement would not otherwise be due to the
Employee.

SECTION 2.Release and Covenant Not to Sue. The Employee hereby fully and forever releases and discharges the Company and its parents,
affiliates and subsidiaries, including all predecessors and successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and 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 kind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising through the date
of this Release, out of his or her employment by the Company or the termination thereof, including, but not limited to, any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C. § 621et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any claims, demands or actions based upon alleged wrongful or retaliatory discharge or breach
of contract under any state or federal law. The Employee expressly represents that he or she has not filed a lawsuit or initiated any other administrative proceeding against the Company (including for purposes of this Section 2, its parents,
affiliates and subsidiaries), and that he or she has not assigned any claim against the Company (or its parents, affiliates and subsidiaries) to any other person or entity. The Employee further promises not to initiate a lawsuit or to bring any
other claim against the Company (or its parents, affiliates and subsidiaries) arising out of or in any way related to his or her employment by the Company or the termination of that employment. The forgoing will not be deemed to release the Company
from (a) claims solely to enforce this Release, (b) claims solely to enforce Sections 3 and 5 of the Employment Agreement, (c) claims for indemnification under the Companys By-Laws, under any indemnification agreement between the Company and
the Employee or under any similar



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agreement or (d) claims solely to enforce the terms of any equity incentive award agreement between the Employee and the Company. This Release will not prevent the Employee from filing a
charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by the
Employee for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred.

SECTION 3.Restrictive
Covenants. The Employee acknowledges that the terms of the Noncompetition and Confidentiality Agreement by and between the Employee and the Company dated _______________ (the Noncompetition
Agreement) will survive the termination of his or her employment. The Employee affirms that the restrictions contained in the Noncompetition Agreement are reasonable and necessary to protect the legitimate interests of
the Company, that he or she received adequate consideration in exchange for agreeing to those restrictions and that he or she will abide by those restrictions.

SECTION 4.Non-Disparagement. The Company (meaning, solely for this purpose, Companys directors and executive officers and other individuals authorized to make official communications on Companys behalf) will not
disparage the Employee or the Employees performance or otherwise take any action which could reasonably be expected to adversely affect the Employees personal or professional reputation. Similarly, the Employee will not disparage Company
or any of its directors, officers, agents or employees or otherwise take any action which could reasonably be expected to adversely affect the reputation of the Company or 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 to reimbursement of his or her
reasonable expenses, he or she will cooperate fully with the Company and its counsel with respect to any matter (including litigation, investigations, or governmental proceedings) which relates to matters with which the Employee was involved during
his or her employment with Company. The Employee shall render such cooperation in a timely manner on reasonable notice from the Company.

SECTION 6.Rescission
Right. The Employee expressly acknowledges and recites that (a) he or she has read and understands this Release in its entirety, (b) he or she has entered into this Release knowingly and voluntarily, without any duress or
coercion; (c) he or she has been advised orally and is hereby advised in writing to consult with an attorney with respect to this Releasebeforesigning it; (d) he or she was provided 21 calendar
days after receipt of the Release to consider its terms before signing it (or such longer period as is required for this Release to be effective under the Age Discrimination in Employment Act or any similar state law); and (e) he or she is provided
seven (7) calendar days from the date of signing to terminate and revoke this Release (or such longer period required by applicable state law), in which case this Release shall be unenforceable, null and void. The Employee may revoke this Release
during those 7 days (or such longer period required by applicable state law) by providing written notice of revocation to the Company.

SECTION 7.Challenge. If the Employee (i) violates or challenges the enforceability of any provisions of this Release, or (ii) violates any provision contained in Section 7 of the Employment Agreement, no further payments, rights
or benefits under Sections 3 and 5 of the Employment Agreement will be due to the Employee.

SECTION 8.Miscellaneous.



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8.1.No Admission of
Liability. This Release is not to be construed as an admission of any violation of any federal, state or local statute, ordinance or regulation or of any duty owed by the Company to the Employee. There have been no such
violations, and the Company specifically denies any such violations.

8.2.No Reinstatement. The Employee agrees that he or she will not apply for reinstatement with the Company or seek in any way to be reinstated, re-employed or hired by the
Company in the future.

8.3.Successors and
Assigns. This Release shall inure to the benefit of and be binding upon the Company and the Employee and their respective successors, executors, administrators and heirs. The Employee may make any assignment of this Release
or any interest herein, by operation of law or otherwise. The Company may assign this Release to any successor to all or substantially all of its assets and business by means of liquidation, dissolution, merger, consolidation, transfer of assets, or
otherwise.

8.4.Severability. Whenever
possible, each provision of this Release will be interpreted in such manner as to be effective and valid under applicable law. However, if any provision of this Release is held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability will not affect any other provision, and this Release will be reformed, construed and enforced as though the invalid, illegal or unenforceable provision had never been herein contained.

8.5.Entire Agreement; Amendments. Except as
otherwise provided herein, this Release contains the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings
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.Governing Law. This Release shall be governed
by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania without regard to the application of the principles of conflicts of laws.

8.7.Counterparts and Facsimiles. This Release may be
executed, including execution by facsimile signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

[This
space left blank intentionally; signature page follows.]



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

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

| |  |  | EMPLOYEE
| |  |  | --------
| |  |  |         
| |  |  |         
| |  |  |