Exhibit 10.1

                            STOCK PURCHASE AGREEMENT


     This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of January 13,
1999, by and between NEOSE TECHNOLOGIES, INC., a Delaware corporation (the
"Company"), and Johnson & Johnson Development Corporation, a New Jersey
corporation ("JJDC").


                                    RECITAL:

     WHEREAS, JJDC desires to purchase from the Company, and the Company desires
to sell to JJDC, shares of the Company's common stock, upon the terms and
subject to the conditions set forth herein and in connection with the execution
of Amendment No. 1 to Joint Development Agreement of even date herewith between
McNeil Specialty Products Company Division of McNeil-PPC, Inc. and the Company
(the "Development Agreement").

     NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:

     1. Purchase and Sale of Shares. (a) Subject to the terms and conditions of
this Agreement, at the Closing (as defined hereinafter), the Company shall sell
to JJDC and JJDC shall purchase from the Company, that number of shares (the
"Shares") of the Company's Common Stock, par value $.01 (the "Common Stock"),
determined by dividing four million dollars ($4,000,000) by the Share Price (as
defined below), for an aggregate purchase price (the "Purchase Price") of four
million dollars ($4,000,000). For the purposes hereof, "Share Price" shall mean
the arithmetic average of the closing prices of the Common Stock, as reported by
the principal securities exchange or market on which the Common Stock is then
traded, for the twenty (20) trading days period immediately preceding the
Closing Date; provided, however, that in the event that the Common Stock is not
traded on any trading day during such period, then the closing price of the
Common Stock on such day shall be deemed to be the closing price of the most
recent previous trading day on which the Common Stock was traded on such
exchange or market.

            (b) The purchase and sale of the Shares shall take place at the
offices of the Company, at 10:00 a.m. Eastern time on such date (the "Closing
Date") as the parties shall mutually agree (the "Closing").

            (c) At the Closing, the Company will deliver to JJDC a certificate 
or certificates, registered in JJDC's name, representing the Shares, and JJDC
shall deliver an amount equal to the Purchase Price to the Company by certified
check payable to the Company or wire transfer of immediately available funds to
an account specified by the Company.

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     2. Representations and Warranties of the Company. The Company hereby
represents and warrants to JJDC that:

        2.1 Organization and Corporate Power. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is qualified to do business as a foreign corporation in each
jurisdiction where failure to qualify would have a Material Adverse Effect on
the Company. For purposes of this Agreement, a "Material Adverse Effect" or
"Material Adverse Change" shall mean, with respect to the Company, any material
adverse effect on or change in the condition (financial or other), business,
results of operations, prospects, assets, liabilities or operations of the
Company or on the ability of the Company to consummate any of the transactions
contemplated hereby, or any event or condition that would, with or without the
passage of time, constitute a "Material Adverse Effect" or "Material Adverse
Change." The Company has all requisite corporate power and authority to own its
property, to carry on its business as presently conducted and to carry out the
transactions contemplated hereby. The copies of the Certificate of Incorporation
and Bylaws of the Company, as amended to date, which have been furnished to JJDC
by the Company, are correct and complete.

        2.2 Authorization. The Company has all requisite corporate power to
execute, deliver and perform this Agreement. Each such agreement has been duly
executed and delivered by the Company and is the legal, valid and, assuming due
execution by the other parties hereto and thereto, binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting creditors' rights generally, and to general equitable principles. The
execution, delivery and performance of this Agreement, including the sale,
issuance and delivery of the Shares, and the Development Agreement, have been
duly authorized by all necessary corporate action of the Company.

        2.3 Capitalization. When issued in accordance with the terms of this
Agreement, the Shares will be duly authorized, validly issued and outstanding,
fully paid and nonassessable, and will be issued in compliance with all
applicable federal and state securities laws. The Company's total authorized
capital stock consists of (i) 30,000,000 shares of Company Common Stock, and
(ii) 5,000,000 shares of Preferred Stock, par value $.01 per share, 300,000
shares of which are designated Series A Junior Participating Preferred Shares
(the "Series A Preferred Shares"). Of such authorized capital stock, the only
issued and outstanding shares as of the date hereof are 9,592,709 shares of
Common Stock and rights to acquire Series A Preferred Shares (the "Rights")
pursuant to the terms and conditions of the Rights Agreement dated as of
September 26, 1997 between the Company and American Stock Transfer & Trust
Company as rights agent. As of the date hereof, there are no existing options,
warrants, calls, commitments or other rights of any character (including
conversion or preemptive rights) relating to the acquisition of any issued or
unissued capital stock or other securities of the Company, other than (A) the
Rights and (B) options and warrants to purchase an aggregate of 1,914,888 shares

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of the Company's Common Stock and the Rights issuable upon the exercise of such
options and warrants. The Company has reserved 2,016,666 shares of Common Stock
under its stock option plans. The shares of Common Stock outstanding are duly
authorized, validly issued and outstanding, fully paid and nonassessable, and
were issued in compliance with all applicable federal and state securities laws.
No shares of Common Stock or preferred stock are held in the Company's treasury.
Except as set forth in Schedule 2.3, there are no outstanding securities,
warrants, rights of first refusal, options or other rights to purchase or
acquire, or exchangeable for or convertible into, any shares of Common Stock or
preferred stock. There are no preemptive rights with respect to the issuance or
sale by the Company of any of its securities. Upon consummation of the
transactions contemplated hereby, JJDC will acquire good and valid title to the
Shares, free and clear of any encumbrances, liens, claims, preemptive rights,
rights of first refusal, charges or assessments of any nature whatever.

        2.4 Subsidiaries. The Company has no subsidiaries and no investments,
directly or indirectly, in any other corporation or business organization. The
Company is not a participant in any joint venture or partnership.

        2.5 Financial Statements. The audited consolidated balance sheets and
statements of operations and cash flow for the Company included in the Public
Reports (as defined below)(collectively, the "Financial Statements") for the
years 1996, 1997 and 1998 are complete and correct in all material respects, are
in accordance with the books and records of the Company, have been prepared in
accordance with generally accepted accounting principles, consistently applied,
and fairly present the financial position of the Company as of each such date
and the results of operations for each such period then ended.

        2.6 Absence of Undisclosed Liabilities. Except as and to the extent
reflected or stated in the Financial Statements, the Company has no debts,
liabilities or obligations of any nature, whether accrued or absolute, assigned
or otherwise, or whether due or to become due which, individually or in the
aggregate, are in excess of $100,000.

        2.7 Absence of Certain Developments. Since the date of the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1998 (the
"10-Q"), (a) there has not been any Material Adverse Change with respect to the
Company, and (b) except as disclosed in the Public Reports, the Company has not
entered into any transaction except in the ordinary course of business and
consistent with past practice, or entered into any agreement (contingent or
otherwise) to do so.

        2.8 Title to Properties. Except as disclosed in the Financial
Statements, the Company has good and marketable title to, or has a valid
leasehold interest in, or a valid license for, all of the properties and assets
reflected in the Financial Statements, free and clear of all mortgages, security
interests, liens, restrictions or encumbrances other than (i) the lien of
current taxes not yet due and payable and (ii) possible minor liens and
encumbrances which do not in any case, individually or in the aggregate,
materially detract from the value of the property subject thereto or materially
impair the operations of the Company, would not result in the occurrence of a



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Material Adverse Change, and which have not arisen otherwise than in the
ordinary course of business.

        2.9 Tax Matters.

        All taxes, including, without limitation, income, excise, property,
sales, transfer, use, franchise, payroll, employees' income withholding and
social security taxes imposed or assessed by the United States or by any foreign
country or by any state, municipality, subdivision or instrumentality of the
United States or of any foreign country, or by any other taxing authority, which
are due or payable by the Company, and all interest, penalties and additions
thereon, whether disputed or not, have been paid in full; all tax returns or
other documents required to be filed in connection therewith have been
accurately prepared and duly and timely filed; and the Company is not the
beneficiary of any extension of time within which to file any such returns. The
Company has not been delinquent in the payment of any foreign or domestic tax,
assessment or governmental charge or deposit and has no tax deficiency or claim
outstanding, assessed or, to the best of its knowledge, proposed against it, and
there is no basis for any such deficiency or claim. To the best of the Company's
knowledge, no issues have been raised (or are currently pending) by the Internal
Revenue Service or any other taxing authority in connection with any of the
returns and reports referred to above, and no waivers of statutes of limitations
have been given or requested with respect to the Company in connection
therewith. The provisions for taxes in the Financial Statements are sufficient
for the payment of all accrued and unpaid federal, state, county and local taxes
of the Company.

        2.10 No Defaults. The Company is not in violation of any term or
provision of (a) its Certificate of Incorporation or Bylaws, as amended to date,
or in any material respect any note, indenture, mortgage, lease, agreement,
contract, purchase order or other material instrument, document or agreement to
which the Company is a party or by which it or any of its properties or assets
is bound or affected or (b) any order, writ, injunction or decree of any court
or any federal, state, municipal or other governmental department, authority,
commission, board, bureau, agency or instrumentality, domestic or foreign. There
exists no condition, event or act which constitutes, or which after notice,
lapse of time or both, would constitute a material default under any of the
foregoing.

        2.11 Intellectual Property. The Company owns or is the licensee of all
of the patents, patent applications, continuations, continuations-in-part and
extensions, know-how and other intellectual property used by it in the conduct
of its business, except where the failure to own or license such intellectual
property would not have a Material Adverse Effect. In addition, (A) all of the
Company's patents are owned or licensed by the Company free and clear of all
encumbrances, liens, charges, or claims except for those which would not,
individually or in the aggregate, have a Material Adverse Effect; (B) none of
the Company's rights in or use of such patents has been or, to the Company's
knowledge, is currently being threatened to be, challenged; and (C) the Company
has no notice, without making any inquiry other than those, if any, routinely
conducted by the Company in the ordinary course of business, that the use of the
Company's intellectual property would infringe the intellectual property of any


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other person, and the Company is not aware of any actual or threatened claim by
any person or entity alleging any such infringement by the Company.


        2.12 Effect of Transactions. The execution, delivery and performance by
the Company of this Agreement and the transactions contemplated hereby, and
compliance with the provisions hereof by the Company, do not and will not, with
or without the passage of time or the giving of notice of both, (a) violate any
provision of law, statute, rule or regulation or any ruling, writ, injunction,
order, judgment or decree of any court, administrative agency or other
governmental body or (b) conflict with or result in any breach of any of the
terms, conditions or provisions of, or constitute a default (or give rise to any
right of termination, cancellation or acceleration) under, or result in the
creation of any lien, security interest, charge or encumbrance upon any of the
properties or assets of the Company, under the Certificate of Incorporation or
Bylaws, as amended to date, of the Company or any material note, indenture,
mortgage, lease, agreement, contract, purchase order or other instrument,
document or agreement to which the Company is a party or by which it or any of
its properties or assets is bound or affected, except in any case where such
occurrence would not have a Material Adverse Effect on the Company.

        2.13 No Governmental Consent or Approval Required. Based in part on the
representations made by JJDC in Section 3 of this Agreement, no authorization,
consent, approval or other order of, declaration to, or registration,
qualification, designation or filing with, any federal, state or local
governmental agency or body is required for or in connection with the valid and
lawful authorization, execution and delivery by the Company of this Agreement,
and the consummation of the transactions contemplated hereby, or for or in
connection with the valid and lawful authorization, issuance, sale and delivery
of the Shares, other than the qualification (or taking of such action as may be
necessary to secure an exemption from qualification if available) of the offer
and sale of the Shares under the applicable state securities laws, which filings
and qualifications, if required, will be accomplished in a timely manner so as
to comply with such qualification or exemption from qualification requirements.

        2.14 Litigation. Except as disclosed in the 10-Q, there is no (a) claim,
arbitration, action, suit, proceeding or investigation at law or in equity or by
or before any governmental instrumentality or other agency pending, or to the
best knowledge of the Company, threatened against the Company, or (b) judgment,
decree, injunction or order of any court, governmental department, commission,
agency, instrumentality or arbitrator against the Company, nor, to the best
knowledge of the Company, does there exist any basis therefor.

        2.15 Securities Laws. Assuming that JJDC's representations and
warranties contained in Section 3 of this Agreement are true and correct, the
offer, issuance and sale of the Shares pursuant to this Agreement are and will
be exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and have been registered or
qualified (or are exempt from registration and qualification) under the
registration, permit or qualification requirements of all applicable state
securities laws.

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        2.16 Business. The Company has complied in all material respects with
all Federal, state, local or foreign laws, ordinances, regulations or orders
applicable to the business of the Company as presently or previously conducted.
The Company has all material Federal, state, local and foreign governmental
licenses and permits that are required for the conduct of its business presently
or previously conducted by the Company, which licenses and permits are in full
force and effect, and no violations are outstanding or uncured with respect to
any such licenses or permits and no proceeding is pending or, to the best
knowledge of the Company, threatened to revoke or limit any thereof, other than
those which individually or in the aggregate would have a Material Adverse
Effect on the Company.

        2.17 Brokerage. There are no claims for brokerage commissions or
finder's fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement made by or on behalf of
the Company and the Company agrees to indemnify and hold JJDC harmless against
any damages incurred as a result of any such claim.

        2.18 Insurance. The Company maintains in full force such types and
amounts of insurance issued by issuers of recognized responsibility insuring the
Company, with respect to its liability, workers' compensation, business and
properties, in such amounts and against such losses and risks as are adequate
against risks usually insured against by Persons (as hereinafter defined)
operating similar businesses and properties.

        2.19 Public Reports. The Company has provided to JJDC true and complete
copies of all reports, schedules, forms, statements and other documents (the
"Public Reports") filed by the Company with the SEC under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1996.
The Public Reports include all the reports the Company has been required to file
under the Exchange Act since that date. As of their respective dates, (i) the
Public Reports complied in all material respects with the requirements of the
Exchange Act and the rules and regulations promulgated thereunder, and (ii) none
of the Public Reports contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading.

        2.20 Investment Company. The Company is not an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, and will
not, as a result of the transactions contemplated hereby, become an "investment
company."

        2.21 Registration Rights. Except as set forth herein and except as set
forth on Schedule 2.21, the Company is not under any contractual obligation to
register any of its currently outstanding securities or any of its securities
that may hereafter be issued.

        2.22 Disclosure. The Company has provided JJDC with all the information
that it has requested for deciding whether to purchase the Shares at the
Closing. Neither the Financial Statements, this Agreement, nor any other written
document, certificate, instrument or statement furnished or made available in
connection with the transactions contemplated hereby contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein and therein, in light of the
circumstances under which they were made, not misleading.


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     3. Representations and Warranties and Other Agreements of JJDC.

        3.1 Representations and Warranties. JJDC hereby represents and warrants
to the Company that:

            a. Authorization. JJDC has full power and authority to execute,
deliver and perform this Agreement and to purchase the Shares. Assuming due
execution by the Company hereto, this Agreement constitutes the valid and
legally binding obligation of JJDC, enforceable against JJDC in accordance with
its terms, subject to applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws affecting creditors' rights generally, and to
general equitable principles.

            b. Purchase Entirely for Own Account. The Shares to be received by
JJDC will be acquired for investment for JJDC's own account, not as a nominee or
agent and not with a view to the distribution of any part thereof. JJDC has no
present intention of selling, granting any participation in, or otherwise
distributing the same. JJDC does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer, or grant participation to such
person or to any third person, with respect to any of the Shares.

            c. Restrictions on Disposition. JJDC covenants that in no event will
it dispose of any of the Shares (other than pursuant to Rule 144 promulgated
under the 1933 Act ("Rule 144") or pursuant to a registration statement filed
with the Securities and Exchange Commission (the "SEC") pursuant to the 1933
Act) unless and until (i) JJDC shall have notified the Company of the proposed
disposition and shall have furnished the Company with a statement of the
circumstances surrounding the proposed disposition, and (ii) if requested by the
Company, JJDC shall have furnished the Company with an opinion of JJDC's
counsel, reasonably satisfactory in form and substance to the Company and the
Company's counsel, to the effect that (a) such disposition will not require
registration under the 1933 Act or (b) appropriate action necessary for
compliance with the 1933 Act and any applicable state, local or foreign law has
been taken. The restrictions on transfer imposed by this Section 3.1(c) shall
cease and terminate as to the Shares when: (i) such Shares shall have been
effectively registered under the 1933 Act and sold by the holder thereof in
accordance with such registration, or (ii) an opinion of the kind described in
the preceding sentence states that all future transfers of such Shares by the
holder thereof would be exempt from registration under the 1933 Act. Each
certificate evidencing the Shares shall bear an appropriate restrictive legend
as set forth in Section 3.3 below, except that such certificate shall not be
required to bear such legend after a transfer thereof if the transfer was made
in compliance with Rule 144 or pursuant to a registration statement or, if the
opinion of counsel referred to above is issued and provides that such legend is
not required in order to establish compliance with any provisions of the 1933
Act.


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            d. Receipt of Information. JJDC has been furnished access to the
business records of the Company and all such additional information and
documents as JJDC has requested and has been afforded an opportunity to ask
questions of and receive answers from representatives of the Company concerning
the terms and conditions of this Agreement and the purchase of the Shares.

            e. Brokerage. There are no claims for brokerage commissions or 
finder's fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement made by or
on behalf of JJDC, and JJDC agrees to indemnify and hold the Company harmless
against any damages incurred as a result of any such claims.

        3.2 Further Provisions Regarding Disposition.

            a. Transfer to Affiliates. Notwithstanding the provisions of Section
3.1(c) above, no registration statement or opinion of counsel shall be necessary
for a transfer by JJDC of the Shares to a subsidiary, shareholder or Affiliate
(as such term is defined in the rules and regulations promulgated under the 1933
Act) of JJDC, if the transferee agrees in writing to be subject to the terms
hereof to the same extent as if such transferee were JJDC hereunder.

            b. New Certificates. Whenever the restrictions imposed by this
Section 3.2 shall terminate as herein provided, the holder of the Shares as to
which such restrictions have terminated shall be entitled to receive from the
Company, without expense, one or more new certificates not bearing restrictive
legends and not containing any reference to the restrictions imposed by this
Agreement.

        3.3 Legends. It is understood that, subject to Sections 3.1(c) and
3.2(b), the certificates evidencing the Shares may bear substantially the
following legends:

            (a) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

            (b) Any legend required by the laws of any other applicable
jurisdiction.


     4. Conditions to JJDC's Obligations at Closing. The obligations of
JJDC to purchase Shares at the Closing are subject to the fulfillment on or
prior to the Closing of each of the following conditions:


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        (a) Representations and Warranties. The representations and warranties
of the Company contained in Section 2 shall be true on and as of the Closing
Date with the same effect as though such representations and warranties had been
made on and as of the Closing Date.

        (b) Performance. The Company shall have performed and complied with all
agreements, obligations, and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing.

        (c) Qualifications. All authorizations, approvals, or permits, if any,
of any governmental authority or regulatory body of the United States or of any
state that are required in connection with the lawful issuance and sale of the
Shares to JJDC pursuant to this Agreement shall have been duly obtained and
shall be effective on and as of the Closing.

        (d) Proceedings and Documents. All corporate and other proceedings in
connection with the transactions contemplated at the Closing and all documents
incident thereto shall be reasonably satisfactory in form and substance to JJDC
and JJDC's counsel, and they shall have received all such counterpart original
and certified or other copies of such documents as they may reasonably request.

        (e) Development Agreement. The Development Agreement shall have been
executed and delivered by the Company and shall be in full force and effect.

        (f) Opinion of Company Counsel. JJDC shall have received from Morgan,
Lewis & Bockius LLP, counsel for the Company, an opinion substantially in the
form attached hereto as Exhibit 4(f).

        (g) Compliance Certificate. The Chief Executive Officer of the Company
shall deliver to JJDC at the Closing a certificate certifying that the
conditions specified in Sections 4.1(a), 4.1(b) and 4.1(c) hereof have been
fulfilled and stating that there has been no Material Adverse Change in the
Company since the date of the 10-Q.

     5. Conditions of the Company's Obligations at Closing. The obligations of 
the Company under Section 1 of this Agreement are subject to the fulfillment on
or before the Closing of each of the following conditions:

        5.1 Representations and Warranties. The representations and warranties
of JJDC contained in Section 3 shall be true on and as of the Closing Date with
the same effect as though such representations and warranties had been made on
and as of the Closing Date.

        5.2 Performance. JJDC shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing.

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        5.3 Qualifications. All authorizations, approvals, or permits, if any,
of any governmental authority or regulatory body of the United States or of any
state that are required in connection with the lawful issuance and sale of the
Shares at the Closing to JJDC pursuant to this Agreement shall have been duly
obtained and shall be effective on and as of the date of the Closing.


     6. Registration of Shares.

        6.1 Definitions. Unless the context otherwise requires, the terms
defined in this Section 6 shall have the meanings herein specified for all
purposes of this Agreement, applicable to both the singular and plural forms of
any of the terms herein defined.

            "Board" means the Board of Directors of the Company.

            "Holder" of any security means the record or beneficial owner of
such security or any permitted assignee thereof.

            "Holders of a Majority of the Registrable Securities" means the
Person or Persons who are the Holders of greater than 50% of the shares of
Registrable Securities then outstanding.

            "Person" means any natural person, corporation, trust, association,
company, partnership, joint venture or other entity or any government,
governmental agency, instrumentality or political subdivision.

            The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the 1933 Act, and the declaration for ordering of the
effectiveness of such registration statement.

            "Registrable Securities" means (i) the shares of Common Stock of the
Company sold pursuant to this Agreement and (ii) any Common Stock issued or
issuable with respect to the Common Stock referred to in clause (i) above by way
of a stock dividend or stock split or in connection with a combination of
shares, reclassification, recapitalization, merger or consolidation or
reorganization; provided, however that such shares of Common Stock shall only be
treated as Registrable Securities if and so long as they have not been (x) sold
to or through a broker or dealer or underwriter in a public distribution or a
public securities transaction, or (y) sold in a transaction exempt from the
registration and prospectus delivery requirements of the 1933 Act pursuant to
Rule 144 thereunder so that all the transfer registrations and restrictive
legends with respect to such Common Stock are removed upon the consummation of
such sale and the Company receives an opinion of counsel for the Company (with a
copy to the seller of such Common Stock), which shall be in form and content
reasonably satisfactory to the Company, to the effect that such Common Stock in
the hands of the purchaser is freely transferable without restriction or
registration under the 1933 Act in any public or private transaction.


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            "Registrable Securities then outstanding" means the number of shares
of Common Stock which are Registrable Securities and (i) are then issued and
outstanding or (ii) are then issuable pursuant to the exercise or conversion of
then outstanding and then exercisable options, warrants or convertible
securities.

        6.2 Required Registration.

            (a) Pursuant to the terms and subject to the conditions hereof, if
at any time after the date hereof, the Company shall receive a written request
therefor from the Holders of at least thirty percent (30%) of the Registrable
Securities then outstanding, the Company agrees to prepare and file promptly a
registration statement under the 1933 Act covering the shares of Registrable
Securities which are the subject of such request and agrees to use its best
efforts to cause such registration statement to become effective as
expeditiously as possible. Upon the receipt of such request, the Company agrees
to give prompt written notice to all Holders of Registrable Securities that such
registration is to be effected. The Company agrees to include in such
registration statement such shares of Registrable Securities for which it has
received written request to register such shares by the Holders thereof within
twenty (20) days after the receipt by such Holders of written notice from the
Company.

            (b) The Company shall be obligated to prepare, file and cause to
become effective only two registration statements pursuant to this Section 6.2.
A registration required to be effected by the Company pursuant to this Section
6.2 shall not be deemed to have been effected (i) unless a registration
statement with respect thereto has become effective, (ii) if, after it has
become effective, such registration is interfered with by any stop order,
injunction, or other order or requirement of the SEC or other governmental
agency or court, for any reason not attributable to the Holders initiating the
registration request hereunder (the "Initiating Holders") with respect to such
registration statement, and has not thereafter become effective or (iii) if the
conditions to closing specified in the underwriting agreement, if any, entered
into in connection with such registration are not satisfied or waived, other
than by reason of a failure on the part of the Initiating Holders with respect
to such registration statement.

            (c) If the Initiating Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they agree to
provide the Company with the name of the managing underwriter or underwriters
(the "managing underwriter") that a majority interest of the Initiating Holders
propose to employ, as part of their request made pursuant to this Section 6.2,
and the Company agrees to include such information in its written notice
referred to in Section 6.2(a). In such event, the right of any Holder to
registration pursuant to this Section 6.2 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise mutually agreed by
the Holders of a Majority of the Registrable Securities initiating such request
for registration and such Holder). All Holders proposing to distribute their


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securities through such underwriting agree to enter into (together with the
Company) an underwriting agreement with the underwriter or underwriters elected
for such underwriting, in the manner set forth above, provided that such
underwriting agreement is in customary form and is reasonably acceptable to the
Holders of a majority of the shares of Registrable Securities to be included in
such registration.

            (d) Notwithstanding the foregoing, if the managing underwriter of an
underwritten distribution advises the Company and the Holders of Registrable
Securities participating in such registration in writing that in its good faith
judgment the number of shares of Registrable Securities and the other securities
requested to be included in such registration exceeds the number of shares of
Registrable Securities and the other securities which can be sold in such
offering, then (i) the other securities so requested to be included in such
registration shall initially be reduced and the number of shares of Registrable
Securities so requested to be included in such registration shall subsequently
be reduced, together to that number of shares which in the good faith judgment
of the managing underwriter can be sold in such offering and (ii) the reduced
number of Registrable Securities to be included in the underwriting shall be
allocated pro rata among all Holders of Registrable Securities. Those
Registrable Securities which are excluded from the underwriting by reason of the
managing underwriter's marketing limitation shall not be included in such
registration and shall be withheld from the market by the Holders thereof for a
period, not in excess of 120 days, which the managing underwriter reasonably
determines is necessary to effect the underwritten public offering.

        6.3 "Piggyback" Registration.

            (a) Each time the Company shall determine to file a registration
statement under the 1933 Act (other than pursuant to Section 6.2 hereof and
other than on Form S-4, S-8 or a registration statement on Form S-l (or any
successor form) covering solely any employee benefit plan) in connection with
the proposed offer and sale for money of any of its securities either for its
own account or on behalf of any other security holder, the Company agrees to
give promptly written notice of its determination to all Holders of Registrable
Securities. Upon the written request of a Holder of any shares of Registrable
Securities given within twenty (20) days after the receipt of such written
notice from the Company, the Company agrees to cause all such Registrable
Securities, the Holders of which have so requested registration hereof, to be
included in such registration statement and to use its best efforts to cause
such registration statement to become effective under the 1933 Act, all to the
extent requisite to permit the sale or other disposition by the prospective
seller or sellers of the Registrable Securities to be so registered. In the
event that the proposed registration by the Company is, in whole or in part, an
underwritten public offering of securities of the Company, any request pursuant
to this Section 6.3(a) to register Registrable Securities may specify that such
securities are to be included in the underwriting (i) on the same terms and
conditions as the shares of Common Stock, if any, otherwise being sold through
underwriters, under such registration, or (ii) on terms and conditions
comparable to those normally applicable to offerings of Common Stock in
reasonably similar circumstances in the event that no shares of Common Stock
other than Registrable Securities are being sold through underwriters in such
registration.

                                       12
<PAGE>

            (b) If the registration of which the Company gives written notice
pursuant to Section 6.3(a) is for a public offering involving an underwriting,
the Company agrees to so advise the Holders as a part of its written notice. In
such event the right of any Holder to registration pursuant to this Section 6.3
shall be conditioned upon such Holder's participation in such underwriting and
the inclusion of such Holder's Registrable Securities in the underwriting to the
extent provided herein. All Holders proposing to distribute their Registrable
Securities through such underwriting agree to enter into (together with the
Company and the other Holders distributing their securities through such
underwriting) an underwriting agreement with the underwriter or underwriters
selected for such underwriting by the Company.

            (c) Notwithstanding any other provision of this Section 6.3, if the
managing underwriter of an underwritten distribution advises the Company and the
Holders of the Registrable Securities requesting participation in such
registration in writing that in its good faith judgment the number of shares of
Registrable Securities and the other securities requested to be registered under
this Section 6.3 exceeds the number of shares of Registrable Securities and
other securities which can be sold in such offering, then (i) the number of
shares of Registrable Securities and other securities so requested to be
included in the offering shall be reduced to that number of shares which in the
good faith judgment of the managing underwriter can be sold in such offering
(except for shares to be issued by the Company in a public offering, which shall
have priority over the Registrable Securities), and (ii) such reduced number of
shares shall be allocated among all participating Holders of Registrable
Securities and holders of other securities in proportion, as nearly as
practicable, to the respective number of shares of Registrable Securities and
other securities held by such Holders at the time of filing the registration
statement. All Registrable Securities and other securities which are excluded
from the underwriting by reason of the managing underwriter's marketing
limitation and all other Registrable Securities not originally requested to be
so included shall not be included in such registration and shall be withheld
from the market by the Holders thereof for a period, not in excess of 120 days,
which the managing underwriter reasonably determines is necessary to effect the
underwritten public offering.

        6.4 Registration Expenses.

            (a) The Company shall pay all expenses incurred in effecting the
registration of Registrable Securities pursuant to Section 6 including, without
limitation, all federal and state registration, qualification and filing fees,
printing expenses, fees and disbursements of counsel for the Company, reasonable
fees and disbursements of one counsel for the participating Holders together,
blue sky fees and expenses, and the expense of any special audits incident to or
required by any such registration, but not including underwriting discounts,
commissions and expenses.

            (b) Notwithstanding the foregoing, in the event that a registration
pursuant to Section 6.2 is requested by the Initiating Holders and such request
is withdrawn prior to the filing of a registration statement by the Company, or



                                       13
<PAGE>

such Holders cause the Company to withdraw a registration statement prior to its
effectiveness, then either (i) the Initiating Holders and other Holders
requesting inclusion of their shares in such registration shall bear pro rata
all fees, costs and expenses of the registration and preparation of the
registration statement or (ii) such requested registration shall be deemed to be
one of the registrations the Company is required to effect pursuant to Section
6.2 hereof. Notwithstanding the foregoing, however, if at the time of the
withdrawal, the Initiating Holders and the other Holders have learned of a
Material Adverse Change with respect to the Company from that known to such
Holders at the time of their request, then such Holders shall not be required to
pay any of such registration expenses and shall retain their rights pursuant to
Section 6.2.

        6.5 Registration Procedures. If and whenever the Company is required
by the provisions of Section 6 to effect the registration of Registrable
Securities under the 1933 Act, the Company will, as expeditiously as possible:

            (a) prepare and file with the SEC a registration statement which
includes the Registrable Securities and use its best efforts to cause such
registration statement to become and remain effective until the distribution
described in the registration statement has been completed;

            (b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective and to comply
with the provisions of the 1933 Act with respect to the sale or other
disposition of Registrable Securities covered by such registration statement
whenever a Holder shall desire to sell or otherwise dispose of the same;

            (c) furnish to each participating Holder (and to each underwriter,
if any, of Registrable Securities) such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
1933 Act, and such other documents, as such Holder may reasonably request in
order to facilitate the public sale or other disposition of the Registrable
Securities;

            (d) use its best efforts to register or qualify the Registrable
Securities covered by such registration statement under such state securities or
blue sky laws of such jurisdiction as each participating Holder shall reasonably
request and do any and all other acts and things which may be necessary under
such securities or blue sky laws to enable such Holder to consummate the public
sale or other disposition of the Registrable Securities in such jurisdictions,
except that the Company shall not for any purpose be required to consent
generally to service of process or qualify to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified;

            (e) before filing the registration statement or prospectus or
amendments or supplements thereto, furnish to counsel selected by the
participating Holders copies of such documents proposed to be filed which shall
be subject to the reasonable approval of such counsel;

                                       14
<PAGE>

            (f) enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter of such
offer;

            (g) notify the participating Holders at any time when a prospectus
relating to any Registrable Securities covered by such registration statement is
required to be delivered under the 1933 Act, of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing and promptly
file such amendments and supplements as may be necessary so that, as thereafter
delivered to such Holders of such Registrable Securities, such prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing and use its best
efforts to cause each such amendment and supplement to become effective;

            (h) furnish at the reasonable request of the participating Holders
on the date that such Registrable Securities are delivered to the underwriters
for sale in connection with a registration pursuant to Section 6 (i) an opinion,
dated such date, of the counsel representing the Company, for purposes of such
registration, in form and substance as is customarily given by company counsel
to the underwriters in an underwritten public offering addressed to the
underwriters, if any, and to such Holders, and (ii) a letter dated such date,
from the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters
and to such Holders; and

            (i) use its best efforts to cause all such Registrable Securities to
be listed on the securities exchange, if any, on which the Common Stock is then
listed.

        6.6 Form S-3 Registration. In case the Company shall receive from
any Holder or Holders a written request or requests that the Company effect a
registration on Form S-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such Holder or
Holders, the Company will:

            (a) promptly give written notice of the proposed registration, and
any related qualification or compliance, to all other Holders; and

            (b) as soon as practicable, effect such registration and all such
qualifications and compliance as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Holder's or
Holders' Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any other Holder or Holders
joining in such request as are specified in a written request given within 15
business days after receipt of such written notice from the Company; provided,
however, that the Company shall not be obligated to effect any such


                                       15
<PAGE>

registration, qualification or compliance pursuant to this Section 6.6: (i) if
Form S-3 is not available for such offering by the Holders; (ii) if the Holders,
together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at an aggregate price to the public (net of any
underwriters' discounts or commissions) of less than Seven Hundred and Fifty
Thousand Dollars ($750,000.00); (iii) if the Company shall furnish to the
Holders a certificate signed by the President or Chief Executive Officer of the
Company stating that in the good faith judgment of the Board, it would be
seriously detrimental to the Company and its stockholders for such Form S-3
Registration to be effected at such time, in which event the Company shall have
the right to defer the filing of the Form S-3 Registration Statement for a
period of not more than ninety (90) days after receipt of the request of the
Holder or Holders under this Section 6.6; provided, however, that the Company
shall not utilize this right more than twice in any 12-month period; (iv) if the
Company has, within the 12-month period preceding the date of such request,
already effected one registration on Form S-3 for the Holders pursuant to this
Section 6.6 and other similar provisions granting rights to registration on Form
S-3; or (v) in any particular jurisdiction in which the Company would be
required to qualify to do business or to execute a general consent to service of
process in effecting such registration, qualification or compliance.

            (c) Subject to the foregoing, the Company shall file a registration
statement covering the Registrable Securities and other securities so requested
to be registered as soon as practicable after receipt of the request or requests
of the Holders. Registrations effected pursuant to this Section 6.6 shall not be
counted as demands for registration effected pursuant to Section 6.2.

        6.7 Indemnification. In the event Registrable Securities are
registered pursuant to this Section 6:

            (a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder of Registrable Securities which are included in a
registration statement pursuant to the provisions of this Agreement and any
underwriter (within the meaning of the 1933 Act) with respect to the Registrable
Securities, and each officer, director, employee and agent thereof and each
person, if any, who otherwise controls such Holder or underwriter (within the
meaning of the 1933 Act), against any losses or claims, damages, expenses or
liabilities, joint or several, to which they may become subject under the 1933
Act, the Exchange Act or other federal or state law, or otherwise, insofar as
such losses, claims, damages, expenses or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue or allegedly untrue statement
of any material fact contained in the registration statement for the Registrable
Securities, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, or any document incident to
the registration or qualification of any Registrable Securities, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or allegedly necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading or arise out of any violation or alleged violation by the Company of
the 1933 Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the 1933 Act, the Exchange Act or any state

                                       16
<PAGE>

securities law; and will reimburse such Holder, any underwriter, officer,
director, employee, agent or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 6.7(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, expense, liability or action
if such settlement is effected without the written consent of the Company, which
shall not be unreasonably withheld, nor shall the Company be liable under this
Section 6.7(a) to such Holder, such underwriter, officer, director, employee,
agent or controlling person for any such loss, claim, damage, expense, liability
or action to the extent that it arises out of, or is based upon, an untrue
statement or allegedly untrue statement or omission or alleged omission made in
connection with such registration statement, preliminary prospectus, final
prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with information furnished in writing expressly for use in connection
with such registration by such Holder, such underwriter, officer, director,
employee, agent or such controlling person.

            (b) To the extent permitted by law, each Holder of Registrable
Securities which are included in a registration statement pursuant to the
provisions of this Agreement will indemnify and hold harmless the Company, each
of its employees, agents, directors and officers, each person, if any, who
controls the Company within the meaning of the 1933 Act, and any underwriter
(within the meaning of the 1933 Act) against any losses, claims, damages, or
liabilities to which the Company or any such person or underwriter may become
subject, under the 1933 Act, the Exchange Act or other federal or state law or
otherwise, insofar as such losses, claims, damages, expenses or liabilities (or
actions in respect thereof) arise out of, or are based upon any untrue or
allegedly untrue statement of any material fact contained in a registration
statement for the Registrable Securities, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto,
or any document incident to the registration or qualification of any Registrable
Securities, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or allegedly
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; in each case to the extent that such
untrue statement or allegedly untrue statement or omission or alleged omission
was made in such registration statement, preliminary prospectus, or amendments
or supplements thereto, in reliance upon and in conformity with information
furnished in writing by such Holder expressly for use in connection with such
registration; provided, however, that the indemnity agreement contained in this
Section 6.7(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, expense, liability or action if such settlement is effected
without the written consent of such Holder, which shall not be unreasonably
withheld; and such Holder will reimburse the Company or any such person or
underwriter for any legal or other expenses reasonably incurred by the Company
or any such person or underwriter in connection with investigating or defending
such loss, claim, damage, liability, expense or action.

            (c) Promptly after receipt by an indemnified party under this
Section 6.7 of notice of the commencement of any action, such indemnified party


                                       17
<PAGE>

will, if a claim in respect thereof is to be made against any indemnifying party
under this Section 6.7, notify the indemnifying party in writing of the
commencement thereof and generally summarize such action. The indemnifying party
shall have the right to participate in and to assume the defense thereof with
counsel mutually satisfactory to the parties. An indemnifying party shall not
have the right to direct the defense of such an action on behalf of an
indemnified party if such indemnified party has reasonably concluded that there
may be defenses available to it that are different from or additional to those
available to the indemnifying party; provided, however, that in such event, the
indemnifying party shall bear the fees and expenses of only one (1) separate
counsel for all indemnified parties. The failure to notify an indemnifying party
promptly of the commencement of any such action if prejudicial to the ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 6.7, but the omission so to notify the
indemnifying party will not relieve such party of any liability that such party
may have to any indemnified party otherwise than under this Section 6.7.

            (d) To the extent permitted by law, the indemnification provided for
under this Section 6.7 will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director or controlling person (within the meaning of the 1933 Act) of such
indemnified party and will survive the transfer of any securities.

            (e) If for any reason the foregoing indemnity is unavailable to, or
is insufficient to hold harmless an indemnified party, then the indemnifying
party shall contribute to the amount paid or payable by the indemnified party as
a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, or provides a lesser sum to the indemnified party than the
amount hereinafter calculated, in such proportion as is appropriate to reflect
not only the relative benefits received by the indemnifying party on the one
hand and the indemnified party on the other but also the relative fault of the
indemnifying party and the indemnified party as well as any other relevant
equitable considerations. Notwithstanding the foregoing, no underwriter, if any,
shall be required to contribute any amount in excess of the amount by which the
total price at which the securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The obligation of any underwriters to
contribute pursuant to this Section 6.7(e) shall be several in proportion to
their respective underwriting commitments and not joint.

        6.8 Reports under Exchange Act. With a view to making available to
the Holders the benefits of Rule 144 promulgated under the 1933 Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
Registrable Securities to the public without registration, and with a view to
making it possible for any such Holder to register the Registrable Securities
pursuant to a registration on Form S-3, the Company agrees to:

                                       18
<PAGE>

            (a) make and keep available public information, as those terms are
understood and defined in Rule 144, at all times;

            (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the Exchange Act; and

            (c) furnish to a Holder owning any Registrable Securities upon
reasonable request (i) a written statement by the Company that it has complied
with the reporting requirements of Rule 144, the 1933 Act and the Exchange Act,
or that it qualifies as a registrant whose Registrable Securities may be resold
pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be
reasonably required in availing any Holder of Registrable Securities of any rule
or regulation of the SEC which permits the selling of any such Registrable
Securities without registration or pursuant to such form.

        6.9 Transferability. The right to cause the Company to register
Registrable Stock granted by the Company to the Holders under this Agreement may
be assigned by any Holder to a transferee or assignee of Registrable Securities;
provided that such transferee or assignee acquires no less than 20% of the
Registrable Securities then held by such transferring Holder; and, provided
further, that the Company must receive written notice prior to or at the time of
said transfer, stating the name and address of said transferee or assignee and
identifying the securities with respect to which such rights are being assigned.

        6.10 Granting of Registration Rights. The Company shall not, without
the prior written consent of the Holders of at least 66.67% of the Registrable
Securities then outstanding, grant any rights to any Persons to register any
shares of capital stock or other securities of the Company if such rights could
reasonably be expected to conflict with the rights of the Holders of Registrable
Securities.



     7. Miscellaneous.

        7.1 Survival of Warranties. The warranties, representations,
agreements, covenants and undertakings of the Company or JJDC contained in or
made pursuant to this Agreement shall survive the execution and delivery of this
Agreement and each Closing and shall in no way be affected by an investigation
of the subject matter thereof made by or on behalf of JJDC or the Company.

        7.2 Incorporation by Reference. All Exhibits and Schedules appended to
this Agreement are herein incorporated by reference and made a part hereof.

                                       19
<PAGE>

        7.3 Successor and Assignees. All terms, covenants, agreements,
representations, warranties and undertakings in this Agreement made by and on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto (including transferees
of any Shares) whether so expressed or not, subject to Sections 6.9.

        7.4 Amendments and Waivers. (a) Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by JJDC and the Company or, in the case of
a waiver, by the party against whom the waiver is to be effective.

            (b) No failure or delay by either party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

        7.5 Governing Law. This Agreement shall be deemed a contract made under
the laws of the State of Delaware and, together with the rights or obligations
of the parties hereunder, shall be construed under and governed by the laws of
such State.

        7.6 Notices. All notices, requests, consents and demands shall be in
writing and shall be deemed given when (i) personally delivered, (ii) mailed in
a registered or certified envelope, postage prepaid or (iii) sent by Federal
Express or another nationally recognized overnight delivery service (paid by
sender):

to the Company at:

      Neose Technologies, Inc.
      102 Witmer Road
      Horsham, PA  19044
      Fax: (215) 441-5896
      Attention: Chief Executive Officer

with a copy to:

      Morgan, Lewis & Bockius LLP
      2000 One Logan Square
      Philadelphia, PA  19103
      Fax: (215) 963-5299
      Attention:  Debra Poul, Esq.


                                       20
<PAGE>


or to JJDC at:

      Johnson & Johnson Development Corporation
      One Johnson & Johnson Plaza
      New Brunswick, New Jersey 08933
      Fax: (908) 247-5309
      Attention: President

with a copy to:

      Johnson & Johnson
      One Johnson & Johnson Plaza
      New Brunswick, New Jersey 08933
      Fax: (908) 524-2788
      Attention: Office of General Counsel

or such other address as may be furnished in writing by a party to the other
party hereto.


        7.7 Counterparts. This Agreement may be executed in counterparts, all of
which together shall constitute one and the same instrument.

        7.8 Effect of Headings. The section and paragraph headings herein are
for convenience only and shall not affect the construction hereof.

        7.9 Entire Agreement. This Agreement, the Development Agreement and the
Exhibits and Schedules hereto and thereto constitute the entire agreement among
the Company and JJDC with respect to the subject matter hereof. There are no
representations, warranties, covenants or undertakings with respect to the
subject matter hereof other than those expressly set forth herein. This
Agreement supersedes all prior agreements between the parties with respect to
the Shares purchased hereunder and the subject matter hereof.

        7.10 Publicity. Neither party shall originate any publicity, news
release or other public announcement, written or oral, whether relating to the
performance under this Agreement or the existence of any arrangement between the
parties, without the prior written consent of the other, except where such
publicity, news release or other public announcement is required by law;
provided that in such event, JJDC shall be consulted by the Company in
connection with any such publicity, news release or other public announcement
prior to its release and shall be provided with a copy thereof.

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

     IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written, by the duly authorized representatives of the parties
hereto.


                                          NEOSE TECHNOLOGIES, INC.


                                          By: /s/ P. Sherrill Neff
                                              ---------------------------
                                                Name: P. Sherrill Neff
                                                Title: President and CFO


                                          JOHNSON & JOHNSON
                                          DEVELOPMENT CORPORATION

                                          By: /s/ Thomas M. Gorrie
                                              ---------------------------
                                                Name: Thomas M. Gorrie
                                                Title: Vice President