**Exhibit 10.8****CHANGE OF CONTROL AGREEMENT**     THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”), is dated as of April 30, 2007, byand between NEOSE TECHNOLOGIES, INC. (the “Company”) and Debra J. Poul (the“Employee”).**Background**     The Employee, a senior executive of the Company, and the Company are parties to a Change ofControl Agreement dated October 7, 2002 (“Original Agreement”), pursuant to which theCompany and the Employee established certain protections for the Employee in the event of his orher termination of employment. The parties desire to replace the Original Agreement with thisAgreement.**Terms**          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promisescontained herein, and intending to be bound hereby, the parties agree as follows:1. Definitions. As used herein:          1.1. “Base Salary” 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 in the case of aresignation by the Employee for the Good Reason described in Section 1.8.4, “Base Salary” will meanthe annual base rate of salary payable to the Employee by the Company, as in effect immediatelyprior to the reduction giving rise to the Good Reason.          1.2. “Board” means the Board of Directors of the Company.          1.3. “Cause” means fraud, embezzlement, or any other serious criminal conduct thatadversely affects the Company committed intentionally by the Employee in connection with his or heremployment or the performance of her duties as an officer or director of the Company or theEmployee’s conviction of, or plea of guilty or *nolo contendere*to, any felony.          1.4. “Change in Control” means a change in ownership or control of the Companyeffected through:               1.4.1. the direct or indirect acquisition by any person or related group of persons (otherthan the Company or a person that directly or indirectly controls, is controlled by, or is undercommon control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of theSecurities Exchange Act of 1934, as amended) of securities possessing more than 50% of the totalcombined voting power of the Company’s outstanding securities;               1.4.2. a change in the composition of the Board over a period of 36 months or less such that amajority of the Board members ceases, by reason of one or more contested elections for Boardmembership, to be comprised of individuals who either (a) have been board members continuouslysince the beginning of such period, or (b) have been elected or nominated for election as Boardmembers 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 ornomination was approved by the Board;               1.4.3. the consummation of any consolidation, share exchange or merger of the Company (a) inwhich the stockholders of the Company immediately prior to such transaction do not own at least amajority of the voting power of the entity which survives/results from that transaction, or (b) inwhich a shareholder of the Company who does not own a majority of the voting stock of the Companyimmediately prior to such transaction, owns a majority of the Company’s voting stock immediatelyafter such transaction; or               1.4.4. the liquidation or dissolution of the Company or any sale, lease, exchange or othertransfer (in one transaction or a series of related transactions) of all or substantially all theassets of the Company, including stock held in subsidiary corporations or interests held insubsidiary ventures.          1.5. “Code” means Internal Revenue Code of 1986, as amended.          1.6. “Disability” means the Employee’s inability, by reason of any physical or mentalimpairment, to substantially perform her regular duties as contemplated by this Agreement, asdetermined by the Board in its sole discretion (after affording the Employee the opportunity topresent her case), which inability is reasonably contemplated to continue for at least one yearfrom its commencement and at least 90 days from the date of such determination.          1.7. “Good Reason” means, without the Employee’s prior written consent, any of thefollowing:               1.7.1. an adverse change in the Employee’s title;               1.7.2. a reduction in the Employee’s authority, duties or responsibilities, or the assignmentto the Employee of duties that are inconsistent, in a material respect, with Employee’s position;               1.7.3. the relocation of the Company’s headquarters more than 15 miles from Horsham,Pennsylvania, unless such move reduces the Employee’s commuting time;               1.7.4. a reduction in the Employee’s Base Salary or in the amount, expressed as a percentageof Base Salary, of the Employee’s Target Bonus;               1.7.5. the Company’s failure to pay or make available any material payment or benefit dueunder 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 Employeeprovides the Company with written objection to the event or condition within 60 days following theoccurrence thereof, the Company does not reverse or otherwise cure the event or condition within 30days of receiving that written objection and the Employee resigns her employment within 90 daysfollowing the expiration of that cure period.
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          1.8. “Intellectual Property” means (a) all inventions (whether patentable orunpatentable and whether or not reduced to practice), all improvements thereto, and all patents andpatent applications claiming such inventions, (b) all trademarks, service marks, trade dress,logos, trade names, fictitious names, brand names, brand marks and corporate names, together withall translations, adaptations, derivations, and combinations thereof and including all goodwillassociated therewith, and all applications, registrations, and renewals in connection therewith,(c) all copyrightable works, all copyrights, and all applications, registrations, and renewals inconnection therewith, (d) all mask works and all applications, registrations, and renewals inconnection 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) allcopies and tangible embodiments thereof (in whatever form or medium), or similar intangiblepersonal property which have been or are developed or created in whole or in part by the Employee(i) at any time and at any place while the Employee is employed by Company and which, in the caseof any or all of the foregoing, are related to and used in connection with the business of theCompany, or (ii) as a result of tasks assigned to the Employee by the Company.          1.9. “Proprietary Information” means any and all information of the Company or of anysubsidiary or affiliate of the Company. Such Proprietary Information shall include, but shall notbe limited to, the following items and information relating to the following items: (a) allintellectual property and proprietary rights of the Company (including without limitationIntellectual Property), (b) computer codes or instructions (including source and object codelistings, program logic algorithms, subroutines, modules or other subparts of computer programs andrelated documentation, including program notation), computer processing systems and techniques, allcomputer inputs and outputs (regardless of the media on which stored or located), hardware andsoftware 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 andsuppliers, (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 prospectivecustomers, contractors and suppliers, (j) personnel information, (k) customer and vendor creditinformation, and (l) any information received from third parties subject to obligations ofnon-disclosure or non-use. Failure by the Company to mark any of the Proprietary Information asconfidential or proprietary shall not affect its status as Proprietary Information under the termsof this Agreement.          1.10. “Pro Rata Bonus” means, with respect to each calendar year, a pro-rata bonus forsuch year equal to the amount of Employee’s Target Bonus for such year multiplied by a fraction,the numerator of which is the number of days during the year that transpired before the date of theEmployee’s termination of employment and the denominator of which is 365.          1.11. “Release” means a release substantially identical to the one attached hereto asExhibit A.          1.12. “Restrictive Covenants” means the covenants set forth in Sections 6.1, 6.2 and6.3 of this Agreement.
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          1.13. “Target Bonus” means, with respect to any year, the target amount of the annualbonus payable to the Employee with respect to that year, whether under an employment or incentiveagreement, under any bonus plan or policy of the Company, or otherwise, and whether or not allapplicable performance goals have been met and conditions to the payment of such bonus have beensatisfied.2. Termination.          2.1. In General. The Company may terminate the Employee’s employment at any time. TheEmployee may terminate her employment at any time, provided that before the Employee mayvoluntarily terminate her employment with the Company, she must provide 30 days prior writtennotice (or such shorter notice as is acceptable to the Company) to the Company. Upon anytermination of the Employee’s employment with the Company for any reason: (a) the Employee (unlessotherwise requested by the Board) concurrently will resign any officer or director positions sheholds with the Company, its subsidiaries or affiliates, and (b) the Company will pay to theEmployee all accrued but unpaid compensation (including without limitation salary and bonus)through the date of termination, and (c) except as explicitly provided in Sections 2, 3 or 4, orotherwise pursuant to COBRA, all compensation and benefits will cease and the Company will have nofurther liability or obligation to the Employee. The foregoing will not be construed to limit theEmployee’s right to payment or reimbursement for claims incurred under any insurance contractfunding an employee benefit plan, policy or arrangement of the Company in accordance with the termsof such insurance contract.          2.2. Termination Without Cause or For Good Reason. If the Employee’s employment bythe Company ceases due to a termination by the Company without Cause or a resignation by theEmployee for Good Reason, then, in addition to the payments and benefits provided for in Section2.1 above and subject to Section 5 below, the Company will:               2.2.1. Pay to the Employee a lump sum cash payment equal to the Pro-Rata Bonus for thecalendar year in which the termination occurs;               2.2.2. Pay to the Employee a lump sum cash payment equal to the sum of (i) Employee’s BaseSalary, as in effect on such date, and (ii) Employee’s Target Bonus for the calendar year in whichthe termination occurs;               2.2.3. Continue to provide medical benefits to the Employee (and, if covered immediately priorto such termination, his or her spouse and dependents) for a period of one year commencing from thedate of the Employee’s termination of employment at a monthly cost to the Employee equal to theEmployee’s monthly contribution, if any, toward the cost of such coverage immediately prior to suchtermination; and               2.2.4. Arrange for the provision to the Employee of reasonable executive outplacement servicesby a provider selected by the mutual agreement of the Company and the Employee.          2.3. Termination Due to Death or Disability. If the Employee’s employment by theCompany ceases due to death or Disability, then, in addition to the payments and benefits providedfor in Section 2.1 above and subject to Section 5 below, the Company will pay to
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Employee the payments 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 such Sections will be offset by theactuarial present value of the benefits paid or payable to the Employee (or her representatives,heirs, estate or beneficiaries) pursuant to any life insurance or disability plans, policies orarrangements of the Company by virtue of her death or such Disability (including, for this purpose,only that portion of such life insurance or disability benefits funded by the Company or by premiumpayments made by the Company).          2.4. The payments and benefits described in Sections 2.2 and 2.3 are in lieu of (and not inaddition to) any other severance arrangement maintained by the Company.3. Certain Terminations Following a Change in Control. If the Employee’s employment withthe Company ceases within twelve months following a Change in Control as a result of a terminationby the Company without Cause or a resignation by the Employee for Good Reason, then in lieu of thepayments and benefits provided for in Section 2.2,:          3.1. The Company will pay to the Employee on the date of termination a lump sum cash paymentequal to the Pro-Rata Bonus for the calendar year in which the termination occurs;          3.2. The Company will pay to the Employee on the date of termination a lump sum cash paymentequal to the sum of (i) eighteen months of the Employee’s Base Salary as in effect on such date,and (ii) the product of 1.5 times the Employee’s Target Bonus for the calendar year in which thetermination occurs;          3.3. The Company will continue to provide medical benefits to the Employee (and, if coveredimmediately prior to such term, her spouse and dependents) for a period of eighteen monthscommencing from the date of the Employee’s termination of employment at a monthly cost to theEmployee equal to the Employee’s monthly contribution, if any, toward the cost of such coverageimmediately prior to such termination;          3.4. The Company will arrange for the provision to the Employee of reasonable executiveoutplacement services by a provider selected by the mutual agreement of the Company and theEmployee      ; and          3.5. All outstanding stock options then held by the Employee will then become fully vested andimmediately exercisable and will remain exercisable and, notwithstanding any inconsistent languagein any equity incentive plan or agreement, will remain exercisable for the shortest of (a) the 18month period immediately following the Employee’s termination of employment, (b) the periodremaining until the scheduled expiration of the option (determined without regard to the Employee’stermination of employment), or (c) the longest period that does not result in the option becomingsubject to an additional tax under Section 409A of the Code.4. Parachute Payments.          4.1. Generally. All amounts payable to the Employee under this Agreement will be madewithout regard to whether the deductibility of such payments (considered together with any otherentitlements or payments otherwise paid or due to the Employee) would be limited or
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precluded by Section 280G of the Code and without regard to whether such payments wouldsubject the Employee to the excise tax levied on certain “excess parachute payments” under Section4999 of the Code (the “Parachute Excise Tax”).          4.2. Gross-Up. If all or any portion of the payments or other benefits provided underany section of this Agreement, either alone or together with any other payments and benefits whichthe Employee receives or is entitled to receive from the Company or its affiliates (whether paid orpayable or distributed or distributable) pursuant to the terms of this Agreement or otherwisepursuant to or by reason of any other agreement, policy, plan, program or arrangement, includingwithout limitation any stock option, stock appreciation right or similar right, or the lapse ortermination 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 Employee will beentitled to an additional payment (the “Gross-up Payment”) in an amount such that the netamount of the Payment and the Gross-up Payment retained by the Employee after the calculation anddeduction of all excise taxes (including any interest or penalties imposed with respect to suchtaxes) 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 Paymentprovided for in this Section 4.2, and taking into account any lost or reduced tax deductions onaccount of the Gross-up Payment, shall be equal to the Payment.          4.3. Measurements and Adjustments. The determination of the amount of the paymentsand benefits paid and payable to the Employee, and whether and to what extent payments underSection 4.2 are required to be made, will be made at the Company’s expense by an independentauditor selected by mutual agreement of the Company and the Employee, which auditor shall providethe Employee and the Company with detailed supporting calculations with respect to itsdetermination within 15 business days after the receipt of notice from the Employee or the Companythat the Employee has received or will receive a payment that is potentially subject to theParachute Excise Tax. For the purposes of determining whether any payments will be subject to theParachute 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 treatedas subject to the Parachute Excise tax, unless and except to the extent that, in the opinion ofindependent accounting experts reasonably selected by the Company, such payments (in whole or inpart) either do not constitute “parachute payments” or represent reasonable compensation forservices 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 Employee shall bedeemed to pay federal income taxes at the highest applicable marginal rate of federal incometaxation for the 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 rate of taxation for thecalendar year in which the gross-up payment is to be made, net of the maximum reduction in federalincome taxes which could be obtained from the deduction of such state or local taxes if paid insuch year (determined without regard to limitations on deductions based upon the amount of theEmployee’s adjusted gross income); and to have otherwise allowable deductions for federal, stateand local income tax purposes at least equal to those disallowed because of the inclusion of thegross-up payment in the Employee adjusted gross income. Any Gross-up Payment shall be paid by theCompany at the time the
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Employee is entitled to receive the Payment. Any determination by the auditor shall bebinding upon the Company and the Employee.          4.4. Underpayment or Overpayment. In the event of any underpayment or overpayment tothe Employee (determined after the application of Section 4.2), the amount of such underpayment oroverpayment 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 the applicable federal ratespecified in Section 1274(d) of the Code.5. Timing of Payments Following Termination.          5.1. Subject to Section 5.2, and notwithstanding any other provision of this Agreement, thepayments and benefits described in Sections 2, 3 and 4 are conditioned on the Employee’s executionand delivery to the Company, within 60 days following cessation of employment, of a Release in amanner consistent with the Older Workers Benefit Protection Act and any similar state law that isapplicable. The amounts described in Sections 2.2 or 3 (as applicable) will be paid in a lump sum,on the eighth day following the Employee’s execution and delivery of the Release, provided theRelease has not been revoked by the Employee.          5.2. To the extent compliance with the requirements of Treas. Reg. §1.409A-3(i)(2) (or anysuccessor provision) is necessary to avoid the application of an additional tax under Section 409Aof the Code on payments due to the Employee upon or following her separation from service, thennotwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy,agreement or arrangement), any such payments that are otherwise due within six months following theEmployee’s separation from service will be deferred (without interest) and paid to the Employee ina lump sum immediately following that six month period.6. Restrictive Covenants. As consideration for all of the payments to be made to theEmployee pursuant to Sections 2, 3, and 4 of this Agreement, the Employee agrees to be bound by theRestrictive Covenants set forth in this Section 6. The Restrictive Covenants will apply withoutregard to whether any termination of the Employee’s employment is initiated by the Company or theEmployee, and without regard to the reason for that termination.          6.1. Confidentiality. The Employee recognizes and acknowledges that the ProprietaryInformation is a valuable, special and unique asset of the business of the Company. As a result,both during the Employee’s employment by the Company and thereafter, the Employee will not, withoutthe prior written consent of the Company, for any reason either directly or indirectly divulge toany third-party or use for her own benefit, or for any purpose other than the exclusive benefit ofthe Company, any Proprietary Information, provided that the Employee may during her employment bythe Company disclose Proprietary Information to third parties as may be necessary or appropriate tothe effective and efficient discharge of her duties as an employee hereunder (provided that thethird party recipient has signed the Company’s then-approved confidentiality or similar agreement)or as such disclosures may be required by law. If the Employee or any of her representativesbecomes legally compelled to disclose any of the Proprietary Information, the Employee will providethe Company with prompt written notice so that the Company may seek a protective order or otherappropriate remedy. The non-disclosure
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and non-use obligations with respect to Proprietary Information set forth in this Section 6.2shall not apply to any information that is in or becomes part of the public domain through noimproper act on the part of the Employee.          6.2. Property of the Company.               6.2.1. Proprietary Information. All right, title and interest in and to ProprietaryInformation will be and remain the sole and exclusive property of the Company. The Employee willnot 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 appropriatein the performance of her duties to the Company. If the Employee removes such materials orproperty in the performance of her duties, the Employee will return such materials or property totheir proper files or places of safekeeping as promptly as possible after the removal has servedits specific purpose. The Employee will not make, retain, remove and/or distribute any copies ofany such materials or property, or divulge to any third person the nature of and/or contents ofsuch materials or property or any other oral or written information to which she may have access orbecome familiar in the course of his or her employment, except to the extent necessary in theperformance of her duties. Upon termination of the Employee’s employment with the Company, shewill leave with the Company or promptly return to the Company all originals and copies of suchmaterials or property then in her possession.          6.3. Acknowledgments. The Employee acknowledges that the Restrictive Covenants arereasonable and necessary to protect the legitimate interests of the Company and its affiliates andthat the duration and geographic scope of the Restrictive Covenants are reasonable given the natureof this Agreement and the position the Employee holds within the Company. The Employee furtheracknowledges that the Restrictive Covenants are included herein in order to induce the Company toenter into this Agreement and that the Company would not have entered into this Agreement in theabsence of the Restrictive Covenants.          6.4. Remedies and Enforcement Upon Breach.               6.4.1. Specific Enforcement. The Employee acknowledges that any breach by her,willfully or otherwise, of the Restrictive Covenants will cause continuing and irreparable injuryto the Company for which monetary damages would not be an adequate remedy. The Employee shall not,in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim ordefense 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 Covenants by seekinginjunctive or other relief in any court, without any requirement that a bond or other security beposted, and this Agreement shall not in any way limit remedies of law or in equity otherwiseavailable to the Company.               6.4.2. Judicial Modification. If any court determines that any of the RestrictiveCovenants, or any part thereof, is unenforceable because of the duration of such provision, suchcourt shall have the power to modify such provision and, in its modified form, such provision shallthen be enforceable.
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               6.4.3. Accounting. If the Employee breaches any of the Restrictive Covenants, theCompany will have the right and remedy to require the Employee to account for and pay over to theCompany all compensation, profits, monies, accruals, increments or other benefits derived orreceived by the Employee as the result of such breach. This right and remedy will be in additionto, and not in lieu of, any other rights and remedies available to the Company under law or inequity.7. Miscellaneous.          7.1. 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 Employee hereby (a) waives any right to claim payment of amounts owed to her, now or in thefuture, pursuant to this Agreement from directors or officers of the Company if the Company becomesinsolvent, and (b) fully and forever releases and discharges the Company’s officers and directorsfrom any and all claims, demands, liens, actions, suits, causes of action or judgments arising outof any present or future claim for such amounts.          7.2. Successors and Assigns. The Company may assign this Agreement to any successor toall or 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 are personalto the Employee and may not be assigned by her.          7.3. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the Commonwealth of Pennsylvania without regard to the principles of conflicts oflaws.          7.4. Enforcement. Any legal proceeding arising out of or relating to this Agreementwill be instituted in the United States District Court for the Eastern District of Pennsylvania, orif that court does not have or will not accept jurisdiction, in any court of general jurisdictionin the Commonwealth of Pennsylvania, and the Employee and the Company hereby consent to thepersonal and exclusive jurisdiction of such courts and hereby waive any objections that they mayhave to personal jurisdiction, the laying of venue of any such proceeding and any claim or defenseof inconvenient forum.          7.5. Waivers; Separability. The waiver by either party hereto of any right hereunderor any failure to perform or breach by the other party hereto shall not be deemed a waiver of anyother right hereunder or any other failure or breach by the other party hereto, whether of the sameor a similar nature or otherwise. No waiver shall be deemed to have occurred unless set forth in awriting executed by or on behalf of the waiving party. No such written waiver shall be deemed acontinuing waiver unless specifically stated therein, and each such waiver shall operate only as tothe specific term or condition waived. If any provision of this Agreement shall be declared to beinvalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affectthe remaining provisions hereof which shall remain in full force and effect.          7.6. Notices. All notices and communications that are required or permitted to begiven hereunder shall be in writing and shall be deemed to have been duly given when delivered
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personally or upon mailing by registered or certified mail, postage prepaid, return receiptrequested, as follows:If to the Company, to:Neose Technologies, Inc.