exv10w54



 


Exhibit 10.54



JOINDER AGREEMENT



               This Joinder Agreement (the “Joinder Agreement”) is made this 5th day of
September, 2003 by and among FermPro Manufacturing, LP, a Georgia limited
partnership (“FermPro”), Astral Technologies, Inc., a South Carolina
corporation and the general partner of FermPro (“Astral”), the Management
Employees (as defined in the Purchase Agreement), Martek Biosciences
Corporation, a Delaware corporation (“Martek”), and Martek Biosciences
Kingstree Corporation, a Delaware corporation and a wholly owned subsidiary of
Martek (“Martek Kingstree”). Capitalized terms used but not otherwise defined
in this Joinder Agreement shall have the meanings ascribed thereto in the
Purchase Agreement.



          WHEREAS, FermPro, Astral, the Management Employees and Martek, on behalf
of itself or a wholly-owned corporation or entity to be formed by it (the
“Buyer”) entered into that certain Asset Sale and Purchase Agreement dated as
of July 21, 2003, as amended by the First Amendment to Asset Sale and Purchase
Agreement dated as of September 2, 2003, and as further amended by the Second
Amendment to Asset Sale and Purchase Agreement dated as of September 5, 2003
(collectively, the “Purchase Agreement”) whereby Buyer agreed to purchase from
FermPro the Assets in connection with FermPro’s operation of a large-scale
fermentation facility in Kingstree, South Carolina;



          WHEREAS, as contemplated by the Purchase Agreement, Martek formed a
wholly-owned subsidiary, Martek Kingstree, on August 4, 2003, by filing a
Certificate of Incorporation with the Secretary of State of the State of
Delaware; and



          WHEREAS, in connection with FermPro’s sale and transfer of the Assets to
Buyer under the Purchase Agreement, Martek Kingstree is executing this Joinder
Agreement to join in and be bound by the terms and provisions of the Purchase
Agreement as the Buyer thereunder.



          NOW
THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby agree as follows:



          1. Upon the execution of this Joinder Agreement by all of the parties
hereto, Martek Kingstree shall become a party to the Purchase Agreement as the
Buyer, as that term is defined therein, as if Martek Kingstree had been a party
to such agreement as of the date thereof.



          2. This Joinder Agreement shall act as a counterpart signature to the
Purchase Agreement.

 






 




           3. This Joinder Agreement may be executed in multiple counterparts, each
of which shall constitute an original but all of which shall constitute but one
and the same instrument.



          4. This Joinder Agreement shall be construed under and governed by the
laws of the State of Maryland without giving effect to its conflicts of laws
principles.



[signatures appear on following page]




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     IN WITNESS WHEREOF, each of the parties hereto has executed this Joinder
Agreement, or has caused this Joinder Agreement to be duly executed and
delivered in its name on it behalf, all as of the day and year first above
written.



	 	 	 	 	 
	[Seal]	 	FermPro Manufacturing, LP
	 	 	 	 	 
	 	 	
By:
	 	Astral Technologies, Inc.,

its General Partner
	 	 	 	 	 
	 	 	By:	 	/s/ BARNEY B. EASTERLING, JR.
	 	 	 	 	

	 	 	 	 	Name:  Barney B. Easterling, Jr.


	 	 	 	 	Title:  President and CEO


	[Seal]	 	Astral Technologies, Inc.
	 	 	 	 	 
	 	 	
By:
	 	 BARNEY B. EASTERLING,
        JR. 
	 	 	 	 	

	 	 	 	 	Barney B. Easterling, Jr.

President and Chief Executive Officer
	 	 	 	 	 
	 	 	Management Employees:
	 	 	 	 	 
	 	 	/s/ FLINT HARDING, III

	 	 	Flint Harding, III
	 	 	 	 	 
	 	 	/s/ RACHEL S. MONTGOMERY

	 	 	Rachel S. Montgomery
	 	 	 	 	 
	 	 	/s/ MICHAEL L. HORTON

	 	 	Michael L. Horton



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	 	 	H. Ronald Easler
	 	 	 	 	 
	 	 	

	 	 	Roger H. Gause
	 	 	 	 	 
	 	 	

	 	 	Barney B. Easterling, Jr.
	 	 	 	 	 
	[Seal]	 	Martek Biosciences Corporation
	 	 	 	 	 
	 	 	
By:	 	


	 	 	Name:
	 	


	 	 	
Title:	 	


	 	 	 	 	 
	[Seal]	 	Martek
Biosciences Kingstree Corporation


	 	 	
By:	 	


	 	 	
Name:
	 	


	 	 	

Title:	 	






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