ex10-34



 


EXHIBIT 10.34



STOCK PURCHASE AGREEMENT



Martek Biosciences Corporation

6480 Dobbin Road

Columbia, MD 21045


Ladies & Gentlemen:


     The undersigned, The Gordon S. Macklin Family Trust, Gordon S. Macklin,
Trustee (the “Investor”), hereby confirms its agreement with you as follows:


     1.     This Stock Purchase Agreement (the “Agreement”) is made effective as of
December 17, 2001 between Martek Biosciences Corporation., a Delaware
corporation (the “Company”), and the Investor.


     2.     The Company is offering up to 1,300,000 shares (the “Shares”) of common
stock of the Company, $0.10 par value per share (together with related share
purchase rights pursuant to the Rights Agreement (the “Rights Agreement”)
between Martek and Registrar and Transfer Company, dated January 24, 1996, as
amended November 5, 1998 (the “Common Stock”), subject to adjustment by the
Company’s Board of Directors, to certain investors in a private placement (the
“Offering”).


     3.     The Company and the Investor agree that the Investor will purchase from the
Company and the Company will issue and sell to the Investor 20,000 Shares, for
a purchase price of $19.25 per share, or an aggregate purchase price of
$385,000, pursuant to the Terms and Conditions for Purchase of Shares attached
hereto as Annex I and incorporated herein by reference as if fully set forth
herein. Unless otherwise requested by the Investor, certificates representing
the Shares purchased by the Investor will be registered in the Investor’s name
and address as set forth below.


     4.     The Investor represents that, except as set forth below, (a) it has had no
position, office or other material relationship within the past three years
with the Company or its affiliates, (b) neither it, nor any group of which it
is a member or to which it is related, beneficially owns (including the right
to acquire or vote) any securities of the Company and (c) it has no direct or
indirect affiliation or association with any NASD member. Exceptions:


     None





     (If no exceptions, write “none.” If left blank, response will be deemed to be
“none.”)


     Please confirm that the foregoing correctly sets forth the agreement
between us by signing in the space provided below for that purpose.



	 	 	 	 	
	 	The Gordon S. Macklin Family Trust

“INVESTOR”
	 	By:	/s/ Gordon S. Macklin

	 	Print Name:	Gordon S. Macklin

	 	Title:	Trustee (sole)

	 	Address:	 
	 	email:	

	 	Tax ID No.:	

	 	 	




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	 	Telephone:  
              
              
              
            


Name in which shares should be registered

(if different):              
                
                
        




AGREED AND ACCEPTED:

MARTEK BIOSCIENCES CORPORATION



	/s/ Peter L.
Buzy              

By: Peter L. Buzy

Chief Financial Officer



[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]



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ANNEX I



TERMS AND CONDITIONS FOR PURCHASE OF SHARES



     1.     Authorization and Sale of the Shares. Subject to the terms and
conditions of this Agreement, the Company is offering      shares of
Common Stock (together with related share purchase rights pursuant to the
Rights Agreement (the “Rights Agreement”) between Martek and Registrar and
Transfer Company, dated January 24, 1996, as amended November 5, 1998 (the
“Shares). The Company reserves the right to increase or decrease the number of
Shares it is offering.


     2.     Agreement to Sell and Purchase the Shares; Subscription Date.


     2.1 At the Closing (as defined in Section 3), the Company will sell to the
Investor, and the Investor will purchase from the Company, upon the terms and
conditions hereinafter set forth, the number of Shares set forth on the
signature page hereto at the purchase price set forth on such signature page.


     2.2 The Company is entering into this same form of Stock Purchase
Agreement with certain other investors (the “Other Investors”) effective as of
the date hereof (the “Subscription Date”) and expects to complete sales of
Shares to them. (The Investor and the Other Investors are hereinafter
sometimes collectively referred to as the “Investors,” and this Agreement and
the Stock Purchase Agreements executed by the Other Investors are hereinafter
sometimes collectively referred to as the “Agreements.”)


     3.     Delivery of the Shares at Closing. The completion of the purchase and
sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on the
third business day after the Subscription Date (or upon such earlier date as
the Company and the Investors shall agree), at the offices of the Company’s
counsel. At the Closing, the Company shall deliver to the Investor one or more
stock certificates representing the number of Shares set forth on the signature
page hereto, each such certificate to be registered in the name of the Investor
or, if so indicated on the signature page hereto, in the name of a nominee
designated by the Investor. The Company’s obligation to issue the Shares to
the Investor shall be subject to the following conditions, any one or more of
which may be waived by the Company: (a) receipt by the Company of a certified
or official bank check or wire transfer of funds in the full amount of the
purchase price for the Shares being purchased hereunder as set forth on the
signature page hereto; (b) completion of the purchases and sales under the
Agreements with the Other Investors; and (c) the accuracy of the
representations and warranties made by the Investors and the fulfillment of
those undertakings of the Investors to be fulfilled prior to the Closing. The
Investor’s obligation to purchase the Shares shall be subject to the following
conditions, any one or more of which may be waived by the Investor: (a) receipt
by the Investor of one or more stock certificates representing the number of
Shares set forth on the signature page hereto; (b) receipt by the Investor of
an opinion letter, dated as of the Closing Date, from Hogan & Hartson LLP,
counsel to the Company; (c) the accuracy of the representations and warranties
made by the Company and the fulfillment of those undertakings of the Company to
be fulfilled prior to the Closing; (d) on the Closing Date, no legal action,
suit or proceeding shall be pending or threatened which seeks to restrain or
prohibit the transactions contemplated by the Agreements; and (e) the Company
shall have delivered to the Investors its certificate, dated the Closing Date,
duly executed by its Chief Executive Officer to the effect set forth in clause
(c) above.


     4.     Representations, Warranties and Covenants of the Company. The Company
hereby represents and warrants to, and covenants with, the Investor, as
follows:


     4.1 Organization. The Company is duly organized and validly existing in
good standing under the laws of the jurisdiction of its organization. The
Company has full power and authority to own, operate and occupy its properties
and to conduct its business as presently


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 conducted and is registered or qualified to do business and in good
standing in each jurisdiction in which it owns or leases property or transacts
business and where the failure to be so qualified would have a material adverse
effect upon the financial condition or business, operations, assets or
prospects of the Company, and no proceeding has been instituted in any such
jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or
curtail, such power and authority or qualification. The Company has no
subsidiaries (as such term is defined in Rule 405 under the Securities Act of
1933, as amended (the “Securities Act”)).


     4.2 Due Authorization. The Company has all requisite power and authority
to execute, deliver and perform its obligations under the Agreements, and the
Agreements have been duly authorized and validly executed and delivered by the
Company and constitute legal, valid and binding agreements of the Company
enforceable against the Company in accordance with their terms, except as
rights to indemnity and contribution may be limited by state or federal
securities laws or the public policy underlying such laws, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting
parties’ rights generally and except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


     4.3 Non-Contravention. The execution and delivery of the Agreements, the
issuance and sale of the Shares to be sold by the Company under the Agreements,
the fulfillment of the terms of the Agreements and the consummation of the
transactions contemplated thereby will not (A) conflict with or constitute a
violation of, or default (with or without the giving of notice or the passage
of time or both) under, (i) any material bond, debenture, note or other
evidence of indebtedness, or under any material lease, indenture, mortgage,
deed of trust, loan agreement, joint venture or other agreement or instrument
to which the Company is a party or by which it or its properties are bound,
(ii) the charter, by-laws or other organizational documents of the Company, or
(iii) any law, administrative regulation, ordinance or order of any court or
governmental agency, arbitration panel or authority applicable to the Company
or its properties, or (B) result in the creation or imposition of any lien,
encumbrance, claim, security interest or restriction whatsoever upon any of the
material properties or assets of the Company or an acceleration of indebtedness
pursuant to any obligation, agreement or condition contained in any material
bond, debenture, note or any other evidence of indebtedness or any material
indenture, mortgage, deed of trust or any other agreement or instrument to
which the Company is a party or by which it is bound or to which any of the
property or assets of the Company is subject. No consent, approval,
authorization or other order of, or registration, qualification or filing with,
any regulatory body, administrative agency, self-regulatory organization, stock
exchange or market, or other governmental body in the United States is required
for the execution and delivery of the Agreements and the valid issuance and
sale of the Shares to be sold pursuant to the Agreements, other than such as
have been made or obtained, and except for any securities filings required to
be made under federal or state securities laws.


     4.4 Reporting Status. The Company has filed in a timely manner all
documents that the Company was required to file under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), during the 12 months preceding
the date of this Agreement. The following documents complied in all material
respects with the SEC’s requirements as of their respective filing dates, and
the information contained therein as of the date thereof did not contain 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 in light of
the circumstances under where they were made not misleading, except to the
extent that information contained in any such document has been revised or
superseded by a later filed SEC Document (as defined below):



		
	 	     (i) The Company’s Annual Report on Form 10-K for
the year ended October 31, 2000, including the exhibits
thereto (the “Form 10-K”); and



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	 	(ii) all other documents, including the exhibits
thereto, filed by the Company with the SEC since October 31,
2000 pursuant to the reporting requirements of the Exchange
Act (together with the Form 10-K, the “SEC Documents”).



     The SEC Documents as of the date of their respective filings with the SEC,
did not contain 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, in light of the circumstances under which they were made, not
misleading.


     4.5 Capitalization. As of the date hereof, the authorized capital stock
of the Company consists of 35,000,000 shares of capital stock, of which
30,000,000 shares are designated Common Stock and 5,000,000 shares are
designated preferred stock. As of December 6, 2001, there were approximately
(i) 19,571,796 shares of Common Stock issued and outstanding, (ii) no shares of
Preferred Stock issued and outstanding, (iii) 708,700 shares of Common Stock
reserved for issuance under the Company’s 2001 Stock Option Plan, including
3,510,470 shares issuable upon exercise of outstanding stock options issued by
the Company to employees, consultants and directors of the Company, (iv)
664,072 shares of Common Stock reserved for issuance upon exercise of warrants
issued by the Company and (vi) except for the rights issuable pursuant to the
Rights Agreement, no other shares or options, warrants or other rights to
acquire shares of capital stock of the Company or securities convertible into
capital stock of the Company. All outstanding shares of Common Stock are duly
authorized, validly issued, fully paid and nonassessable, free from any liens
or any other encumbrances created by the Company with respect to the issuance
and delivery thereof and not subject to preemptive rights. Other than as
disclosed in the SEC Documents, except as set forth above, there are no
outstanding rights, options, warrants, preemptive rights, rights of first
refusal agreements, commitments or similar rights for the purchase or
acquisition from the Company of any securities of the Company. The Shares to
be sold pursuant to the Agreements have been duly authorized, and when issued
and paid for in accordance with the terms of the Agreements will be duly and
validly issued, fully paid and nonassessable, free and clear of all pledges,
liens, encumbrances and other restrictions (other than those arising under
federal or state securities laws as a result of the private placement of the
Shares to the Investors). Except for the rights issuable pursuant to the
Rights Agreement, no preemptive right, co-sale right, right of first refusal or
other similar right exists with respect to the Shares or the issuance and sale
thereof. No further approval or authorization of any stockholder, the Board of
Directors of the Company or others is required for the issuance and sale of the
Shares. Except as set forth in the SEC Documents, no holder of any of the
securities of the Company has any rights (“demand,” “piggyback” or otherwise)
to have such securities registered by reason of the intention to file, filing
or effectiveness of a Registration Statement (as defined in Section 7.1
hereof).


     4.6 Legal Proceedings. There is no material legal or governmental
proceeding pending or, to the knowledge of the Company, threatened to which the
Company or any officer or director of the Company in their capacity as such
officer or director is or may be a party or of which the business or property
of the Company is subject that is not disclosed in the SEC Documents. There is
no action, suit, proceeding, inquiry or investigation before or by any court,
public board or body (including, without limitation, the SEC) pending or, to
the knowledge of the Company, threatened against or affecting the wherein an
unfavorable decision, ruling or finding could adversely affect the validity or
enforceability of, or the authority or ability of the Company to perform its
obligations under the Agreements.


     4.7 No Violations. The Company is not in violation of its charter,
bylaws, or other organizational document, or in violation of any law,
administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company, which
violation, individually or in the aggregate, would be reasonably likely to have
a material adverse effect on the business, operations, assets or prospects or
financial condition of the Company, or in default (and there exists no
condition which, with or without the passage of time


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 or giving of notice or both, would constitute a default) in any material
respect in the performance of any bond, debenture, note or any other evidence
of indebtedness in any indenture, mortgage, deed of trust or any other material
agreement or instrument to which the Company is a party or by which the Company
is bound or by which the properties of the Company are bound, which would be
reasonably likely to have a material adverse effect upon the business,
operations, assets or prospects or financial condition of the Company.


     4.8 Governmental Permits, Etc. With the exception of the matters which
are dealt with separately in Section 4.1, 4.4, 4.12 and 4.13, the Company has
all necessary franchises, licenses, certificates and other authorizations from
any foreign, federal, state or local government or governmental agency,
department, or body that are currently necessary for the operation of the
business of the Company as currently conducted, except where the failure to
currently possess could not reasonably be expected to have a material adverse
effect upon the business, operations, assets or prospects or financial
condition of the Company.


     4.9 Intellectual Property. The Company owns or possesses sufficient
rights to use all patents, patent rights, trademarks, copyrights, licenses,
inventions, trade secrets, trade names and know-how (collectively,
“Intellectual Property”) that are necessary for the conduct of its business as
now conducted except where the failure to currently own or possess would not
have a material adverse effect on the financial condition or business of the
Company. Except as set forth in the SEC Documents, (i) the Company has
not received any notice of, or has any knowledge of, any infringement of
asserted rights of a third party with respect to any Intellectual Property
that, individually or in the aggregate, would have a material adverse effect on
the financial condition or business, operations, assets or prospects of the
Company and (ii) the Company has not received any notice of any infringement
rights by a third party with respect to any Intellectual Property that,
individually or in the aggregate, would have a material adverse effect upon the
business, operations, assets or prospects or financial condition of the
Company.


     4.10 Financial Statements. The financial statements of the Company and
the related notes thereto included in the SEC Documents present fairly, in
accordance with the rules and regulations of the SEC, the financial position of
the Company as of the dates indicated, and the results of its operations and
cash flows for the periods therein specified. Such financial statements
(including the related notes) have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods therein specified.


     4.11 No Material Adverse Change. Except as publicly disclosed in the SEC
Documents, press releases or in other “public disclosures” as such term is
defined in Section 101(e) of Regulation FD of the Exchange Act, since July 31,
2001 there has not been (i) any material adverse change in the financial
condition, earnings or prospects of the Company nor has any material adverse
event occurred to the Company(it being understood that the Company has incurred
operating losses), (ii) any obligation, direct or contingent, that is material
to the Company, incurred by the Company, except obligations incurred in the
ordinary course of business, (iii) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company, or (iv) any loss or
damage (whether or not insured) to the physical property of the Company which
has been sustained which has a material adverse effect on the condition
(financial or otherwise), earnings, operations, business or business prospects
of the Company. Except as publicly disclosed in the SEC Documents, press
releases or in other “public disclosures” as such term is defined in Section
101(e) of Regulation FD of the Exchange Act, since July 31, 2001, the Company
has not (i) sold, assigned, transferred, abandoned, mortgaged, pledged or
subjected to lien any of its material properties, tangible or intangible, or
rights under any material contract, permit, license, franchise or other
agreement or (ii) waived or cancelled any indebtedness or other obligations
owed to the Company.


     4.12 NASDAQ Listing. The Company’s Common Stock is registered pursuant to
Section 12(g) of the Exchange Act and is listed on The Nasdaq Stock Market,
Inc. National Market (the “Nasdaq National Market”), and the Company has taken
no action designed


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 to, or likely to have the effect of, terminating the registration of the
Common Stock under the Exchange Act or de-listing the Common Stock from the
Nasdaq National Market, nor to the Company’s knowledge is the National
Association of Securities Dealers, Inc. (“NASD”) currently contemplating
terminating such listing. The Company and the Common Stock meet the criteria
for continued listing and trading on the Nasdaq National Market.


     4.13 Listing of the Shares. The Company shall comply with all
requirements of the National Association of Securities Dealers, Inc. with
respect to the issuance of the Shares and the listing thereof on the Nasdaq
National Market. In furtherance thereof, the Company shall use its
commercially reasonable efforts to take such actions as may be necessary and as
soon as practicable and in no event later than 20 days after the Closing Date
to file with the Nasdaq National Market an application or other document
required by the Nasdaq National Market and pay all applicable fees for the
listing of the Shares with the Nasdaq National Market and shall provide
evidence of such filing to the Investors. The Company knows of no reason why
the Shares will not be eligible for listing on the Nasdaq National Market.


     4.14 No Manipulation of Stock. The Company has not taken and will not, in
violation of applicable law, take, any action designed to or that might
reasonably be expected to cause or result in stabilization or manipulation of
the price of the Common Stock to facilitate the sale or resale of the Shares.


     4.15 S-3 Status. The Company meets the requirements for the use of Form
S-3 for the registration of the resale of the Shares by the Investors and will
use its best efforts to maintain S-3 status with the SEC during the
Registration Period (as defined in Section 7.1(c)).


     4.16 Insurance. The Company maintains and will continue to maintain
insurance against loss or damage by fire or other casualty and such other
insurance, including, but not limited to, product liability insurance, in such
amounts and covering such risks as is reasonably adequate consistent with
industry practice for the conduct of its business and the value of its
properties.


     4.17 Tax Matters. The Company has filed all material federal, state and
local income and franchise and other tax returns required to be filed and has
paid all taxes due in accordance therewith, and no tax deficiency has been
determined adversely to the Company which has had (nor does the Company have
any knowledge of any tax deficiency which, if determined adversely to the
Company, would reasonably be expected to have) a material adverse effect on
the financial condition or results of operations of the Company.


     4.18 Investment Company. The Company is not an “investment company”
within the meaning of such term under the Investment Company Act of 1940 and
the rules and regulations of the SEC thereunder.


     4.19 No Registration. Assuming the accuracy of the representations and
warranties made by, and compliance with the covenants of, the Investors in
Section 5 hereof, no registration of the Shares under the Securities Act is
required in connection with the offer and sale of the Shares by the Company to
the Investors as contemplated by the Agreements.


     4.20 Internal Accounting Controls. The Company maintains a system of
internal accounting controls sufficient, in the judgment of the Company’s board
of directors, to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.


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     4.21 Form D. The Company agrees to file one or more Forms D with respect
to the Shares on a timely basis as required under Regulation D under the
Securities Act to claim the exemption provided by Rule 506 of Regulation D and
to provide a copy thereof to the Investors and their counsel promptly after
such filing.


4.22 Certain Future Financings and Related Actions.



     (a)  The Company will not sell, offer to sell, solicit offers to buy or
otherwise negotiate in respect of any “security” (as defined in the Securities
Act) that is or could be integrated with the sale of the Shares in a manner
that would require the registration of the Shares under the Securities Act.


     (b)  The Company shall not offer, sell, contract to sell or issue (or
engage any person to assist the Company in taking any such action) any equity
securities or securities convertible into, exchangeable for or otherwise
entitling the holder to acquire, any Common Stock at a price below the market
price of the Common Stock during the period from the date of this Agreement to
the effective date of the Registration Statement; provided, however, that
nothing in this Section 4.22(b) shall prohibit the Company from issuing
securities (v) to employees, directors, officers, advisors or consultants of
the Company; (w) upon exercise of conversion, exchange, purchase or similar
rights issued, granted or given by the Company and outstanding as of the date
of this Agreement; (x) pursuant to a public offering underwritten on a firm
commitment basis registered under the Securities Act; (y) for the purpose of
funding the acquisition of securities or assets of any entity in a single
transaction or a series of related transactions; or (z) pursuant to a strategic
partnership or alliance agreement, loan agreement, equipment lease or similar
commercial agreement (including licensing and similar arrangements).


     4.23 Use of Proceeds. The Company will use the net proceeds from the sale
of the Shares for working capital and other general corporate purposes.


     5.     Representations, Warranties and Covenants of the Investor.


     5.1 The Investor represents and warrants to, and covenants with, the
Company that: (i) the Investor is an “accredited investor” as defined in
Regulation D under the Securities Act and the Investor has the knowledge,
sophistication and experience necessary to make, and is qualified to make
decisions with respect to, investments in shares presenting an investment
decision like that involved in the purchase of the Shares, including
investments in securities issued by the Company and investments in comparable
companies, and has requested, received, reviewed and considered all information
it deemed relevant in making an informed decision to purchase the Shares; (ii)
the Investor is acquiring the number of Shares set forth on the signature page
hereto for its own account for investment only and with no present intention of
distributing any of such Shares in violation of the Securities Act or any
arrangement or understanding with any other persons regarding the distribution
of such Shares; (iii) the Investor will not, directly or indirectly, offer,
sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy,
purchase or otherwise acquire or take a pledge of) any of the Shares except in
compliance with the Securities Act, applicable state securities laws and the
respective rules and regulations promulgated thereunder; (iv) the Investor has
filled in all requested information on the signature page hereto for use in
preparation of the Registration Statement and the answers thereto are true and
correct as of the date hereof and will be true and correct as of the Closing
Date; (v) the Investor will notify the Company promptly of any change in any of
such information until such time as the Investor has sold all of its Shares or
until the Company is no longer required to keep the Registration Statement
effective; and (vi) the Investor has, in connection with its decision to
purchase the number of Shares set forth on the signature page hereto, relied
only upon the SEC Documents, other publicly available information and the
representations and warranties of the Company contained herein. The Investor
understands that its acquisition of the Shares has not been registered under
the Securities Act or registered or qualified under any state securities law in


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reliance on specific exemptions therefrom, which exemptions may depend upon,
among other things, the bona fide nature of the Investor’s investment intent as
expressed herein.


     5.2 The Investor acknowledges that the Company has represented that no
action has been or will be taken in any jurisdiction outside the United States
by the Company that would permit an offering of the Shares, or possession or
distribution of offering materials in connection with the issue of the Shares,
in any jurisdiction outside the United States where action for that purpose is
required. If the Investor is located or domiciled outside the United States it
agrees to comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers Shares or has in
its possession or distributes any offering material, in all cases at its own
expense.


     5.3 The Investor hereby covenants with the Company not to make any sale of
the Shares without complying with the provisions of this Agreement, including
Section 7.2 hereof and, without effectively causing the prospectus delivery
requirement under the Securities Act to be satisfied, if applicable, and the
Investor acknowledges that the certificates evidencing the Shares will be
imprinted with a legend that prohibits their transfer except in accordance
therewith. The Investor acknowledges that there may occasionally be times when
the Company, based on the advice of its counsel, determines that, subject to
the limitations of Section 7.2, it must suspend the use of the Prospectus
forming a part of the Registration Statement until such time as an amendment to
the Registration Statement has been filed by the Company and declared effective
by the SEC or until the Company has amended or supplemented such Prospectus.


     5.4 The Investor further represents and warrants to, and covenants with,
the Company that (i) the Investor has full right, power, authority and capacity
to enter into this Agreement and to consummate the transactions contemplated
hereby and has taken all necessary action to authorize the execution, delivery
and performance of this Agreement and (ii) this Agreement constitutes a valid
and binding obligation of the Investor enforceable against the Investor in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ and contracting parties’ rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and except as the indemnification and contribution agreements of the Investors
herein may be legally unenforceable.


     5.5 The Investor will not, prior to the effectiveness of the Registration
Statement, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge
or grant any right with respect to (collectively, a “Disposition”), the Common
Stock of the Company in violation of the Securities Act, nor will Investor
engage in any hedging or other transaction which is designed to or could
reasonably be expected to lead to or result in a Disposition of Common Stock of
the Company by the Investor or any other person or entity in violation of the
Securities Act. Such prohibited hedging or other transactions would include
without limitation effecting any short sale or having in effect any short
position (whether or not such sale or position is against the box and
regardless of when such position was entered into) or any purchase, sale or
grant of any right (including without limitation any put or call option) with
respect to the Common Stock of the Company or with respect to any security
(other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from the Common Stock of the Company.


     5.6 The Investor understands that nothing in this Agreement or any other
materials presented to the Investor in connection with the purchase and sale of
the Shares constitutes legal, tax or investment advice. The Investor has
consulted such legal, tax and investment advisors as it, in its sole
discretion, has deemed necessary or appropriate in connection with its purchase
of Shares.


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     6.     Survival of Representations, Warranties and Agreements.
Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by the Company and
the Investor herein shall survive the execution of this Agreement, the delivery
to the Investor of the Shares being purchased and the payment therefor.


     1.     7. Registration of the Shares; Compliance with the Securities Act.


7.1 Registration Procedures and Expenses. The Company shall:



     (a)  subject to receipt of necessary information from the Investors, use
commercially reasonable efforts to prepare and file with the SEC, within 30
days after the Closing Date, a registration statement (the “Registration
Statement”) on Form S-3 to enable the resale of the Registrable Shares (as
defined below) by the Investors on a delayed or continuous basis under Rule 415
of the Securities Act. “Registrable Shares” means (a) all shares of Common
Stock purchased in the Offering and (b) Penalty Shares (as defined below), if
any;


     (b)  use commercially reasonable efforts, subject to receipt of necessary
information from the Investors, to cause the Registration Statement to become
effective within 120 days after the Closing Date;


     (c)  use commercially reasonable efforts to prepare and file with the SEC
such amendments and supplements to the Registration Statement and the
Prospectus used in connection therewith and take all such other actions as may
be necessary to keep the Registration Statement current and effective for a
period (the “Registration Period”) not exceeding, with respect to each
Investor’s Registrable Shares, the earlier of (i) the second anniversary of the
Closing Date, (ii) the date on which the Investor may sell all Shares then held
by the Investor without restriction by the volume limitations of Rule 144(e) of
the Securities Act, and (iii) such time as all Registrable Shares held by such
Investor have been sold (A) pursuant to a registration statement, (B) to or
through a broker or dealer or underwriter in a public distribution or a public
securities transaction, and/or (C) in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Section 4(1) thereof so that all transfer restrictions and restrictive legends
with respect thereto, if any, are removed upon the consummation of such sale.


     (d)  promptly furnish to the Investor with respect to the Shares registered
under the Registration Statement such number of copies of the Registration
Statement, Prospectuses and Preliminary Prospectuses in conformity with the
requirements of the Securities Act and such other documents as the Investor may
reasonably request, in order to facilitate the public sale or other disposition
of all or any of the Shares by the Investor;


     (e)  promptly take such action as may be necessary to qualify, or obtain,
an exemption for the Registrable Shares under such of the state securities laws
of United States jurisdictions as shall be necessary to qualify, or obtain an
exemption for, the sale of the Registrable Shares in states specified in
writing by the Investor; provided, however, that the Company shall not be
required to qualify to do business or consent to service of process in any
jurisdiction in which it is not now so qualified or has not so consented;


     (f)  bear all expenses in connection with the procedures in paragraph (a)
through (e) of this Section 7.1 and the registration of the Shares pursuant to
the Registration Statement, regardless of whether a Registration Statement
becomes effective, including without limitation: (i) all registration and
filing fees and expenses (including filings made with the NASD); (ii) fees and
expenses of compliance with federal securities and state “blue sky” or
securities laws; (iii) expenses of printing (including printing certificates
for the Registrable Securities and Prospectuses), messenger and delivery
services and telephone; (iv) all application and filing fees in connection with
listing the Registrable Securities on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and (v) all
fees and


77






 




 disbursements of counsel of the Company and independent certified public
accountants of the Company (including the expenses of any special audit and
“cold comfort” letters required by or incident to such performance); provided,
however, that each Investor shall be responsible for paying the underwriting
commissions or brokerage fees, and taxes of any kind (including, without
limitation, transfer taxes) applicable to any disposition, sale or transfer of
such Investor’s Registrable Securities. The Company shall, in any event, bear
its internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the
expense of any annual audit, rating agency fees and the fees and expenses of
any person, including special experts, retained by the Company;


     (g)  advise the Investors, within two business days by e-mail, fax or other
type of communication, and, if requested by such person, confirm such advice in
writing: (i) after it shall receive notice or obtain knowledge of the issuance
of any stop order by the SEC delaying or suspending the effectiveness of the
Registration Statement or of the initiation or threat of any proceeding for
that purpose, or any other order issued by any state securities commission or
other regulatory authority suspending the qualification or exemption from
qualification of such Registrable Securities under state securities or “blue
sky” laws; and it will promptly use its best efforts to prevent the issuance of
any stop order or other order or to obtain its withdrawal at the earliest
possible moment if such stop order or other order should be issued; and (ii)
when the Prospectus or any Prospectus Supplement or post-effective amendment
has been filed, and, with respect to the Registration Statement or any
post-effective amendment thereto, when the same has become effective.;


     (h)  otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the SEC;


     (i)  use commercially reasonable efforts to cause all Registrable Shares
to be listed on each securities exchange or market, if any, on which equity
securities issued by the Company are then listed; and


     (j)  use commercially reasonable efforts to take all other steps necessary
to effect the registration of the Registrable Shares contemplated hereby and to
enable the Investors to sell the Shares under Rule 144.


     (k) The Company further agrees that, in the event that the Registration
Statement has not (i) been filed with the SEC within 30 days after the Closing
Date or (ii) been declared effective by the SEC within 120 days after the
Closing Date, unless the failure to become effective is due to the fault of one
or more Investors (each such event referred to in clauses (i) and (ii), a
“Registration Default”), for all or part of each 30-day period (a “Penalty
Period”) during which the Registration Default remains uncured, the Company
shall issue or pay, as applicable, to each Investor 1% for each Penalty Period
of the aggregate purchase price paid by the Investor for its Shares, payable in
validly issued, fully paid and nonassessable shares of Common Stock (valued at
the average of the closing price of the Common Stock for the three trading days
ending on the last trading day of such Penalty Period) (the “Penalty Shares”)
or cash, at the option of the Company; provided, that if the issuance of
Penalty Shares by the Company would result in the Company being required under
NASDAQ rules or other applicable rules to obtain the approval of the Company’s
stockholders, then the Company shall pay cash rather than issue such Penalty
Shares to the extent needed to avoid such stockholder approval. The Company
shall deliver said shares or cash payment to the Investor by the fifth business
day after the end of each such Penalty Period. Notwithstanding anything to the
contrary in Section 7.3 or any other provision of this Agreement, the issuance
of the Penalty Shares or cash as provided in this Section 7.1(k) shall be the
Investor’s sole and exclusive remedy in the event of any Registration Default;
provided, however, that if the foregoing remedy is deemed unenforceable by a
court of competent jurisdiction then the Investor shall have all other remedies
available at law or in equity.


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     7.2 Transfer of Shares; Suspension.


     (a)  The Investor agrees that it will not effect any Disposition of the
Shares or its right to purchase the Shares that would constitute a sale within
the meaning of the Securities Act except as contemplated in the Registration
Statement referred to in Section 7.1 and as described below or otherwise in
accordance with the Securities Act, and that it will promptly notify the
Company of any changes in the information set forth in the Registration
Statement regarding the Investor or its plan of distribution.


     (b)  Except in the event that paragraph (c) below applies, the Company
shall, at all times during the Registration Period, promptly (i) prepare and
file from time to time with the SEC a post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other required document so that such Registration Statement will not
contain 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, and so that, as thereafter delivered to purchasers of the Shares
being sold thereunder, such Prospectus will not contain 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, in light of the circumstances
under which they were made, not misleading; (ii) provide the Investor copies of
any documents filed pursuant to Section 7.2(b)(i); and (iii) inform each
Investor that the Company has complied with its obligations in Section
7.2(b)(i) (or that, if the Company has filed a post-effective amendment to the
Registration Statement which has not yet been declared effective, the Company
will notify the Investor to that effect, will use its commercially reasonable
efforts to secure the effectiveness of such post-effective amendment as
promptly as possible and will promptly notify the Investor pursuant to Section
7.2(b)(i) hereof when the amendment has become effective).


     (c)  Subject to paragraph (d) below, in the event (i) of any request by the
SEC or any other federal or state governmental authority during the period of
effectiveness of the Registration Statement for amendments or supplements to a
Registration Statement or related Prospectus or for additional information;
(ii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose; (iii) of the
receipt by the Company of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the Registrable
Shares for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; or (iv) of any event or circumstance which
necessitates the making of any changes in the Registration Statement or
Prospectus, or any document incorporated or deemed to be incorporated therein
by reference, so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or any omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or any omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; then the Company shall deliver a notice in writing to the Investor
(the “Suspension Notice”) to the effect of the foregoing and, upon receipt of
such Suspension Notice, the Investor will refrain from selling any Registrable
Shares pursuant to the Registration Statement (a “Suspension”) until the
Investor’s receipt of copies of a supplemented or amended Prospectus prepared
and filed by the Company, or until it is advised in writing by the Company that
the current Prospectus may be used, and has received copies of any additional
or supplemental filings that are incorporated or deemed incorporated by
reference in any such Prospectus. In the event of any Suspension, the Company
will use its commercially reasonable efforts, consistent with the best
interests of the Company and its stockholders, to cause the use of the
Prospectus so suspended to be resumed as soon as reasonably practicable after
the delivery of a Suspension Notice to the Investor. In addition to and
without limiting any other remedies (including, without limitation, at law or
at equity) available to the Investor, the Investor shall be entitled to
specific


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 performance in the event that the Company fails to comply with the
provisions of this Section 7.2(c).


     (d)  Notwithstanding the foregoing paragraphs of this Section 7.2, the
Investor shall not be prohibited from selling Registrable Shares under the
Registration Statement as a result of Suspensions on more than two occasions
(for two separate suspension events) of not more than 45 days each in any
twelve month period.


     (e)  Provided that a Suspension is not then in effect, the Investor may
sell Registrable Shares under the Registration Statement, provided that it
arranges for delivery of a current Prospectus to the transferee of such Shares.
Upon receipt of a request therefor, the Company has agreed to provide, at its
own expense, an adequate number of current Prospectuses (including documents
incorporated by reference therein) to the Investor and to supply copies to any
other parties requiring such Prospectuses.


     (f)  In the event of a sale of Registrable Shares by the Investor under the
Registration Statement, the Investor must also deliver to the Company’s
transfer agent, with a copy to the Company, a Certificate of Subsequent Sale
substantially in the form attached hereto as Exhibit A, so that the Registrable
Shares may be properly transferred.


     7.3 Indemnification. For the purpose of this Section 7.3:


     (i)  the term “Selling Stockholder” shall include the Investor and any
person controlling such Investor;


     (ii)  the term “Registration Statement” shall include any final Prospectus,
exhibit, supplement or amendment included in or relating to the Registration
Statement referred to in Section 7.1; and


     (iii)  the term “untrue statement” shall include any untrue statement or
alleged untrue statement, or any omission or alleged omission to state in the
Registration Statement or Prospectus a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


     (a)  The Company agrees to indemnify and hold harmless each Selling
Stockholder from and against any losses, claims, damages, liabilities or
expenses to which such Selling Stockholder may become subject (under the
Securities Act or otherwise) insofar as such losses, claims, damages,
liabilities or expenses (or actions or proceedings in respect thereof) arise
out of, or are based upon (i) any untrue statement of a material fact contained
in the Registration Statement or Prospectus, (ii) any failure by the Company to
fulfill any undertaking included in the Registration Statement, or (iii) any
breach of any representation, warranty or covenant made by the Company in this
Agreement, and the Company will promptly reimburse such Selling Stockholder for
any reasonable legal or other expenses incurred in investigating, defending or
preparing to defend, settling, compromising or paying any such action,
proceeding or claim, provided, however, that the Company shall not be liable in
any such case to the extent that such loss, claim, damage, liability or expense
arises solely out of, or is based solely upon, an untrue statement made in such
Registration Statement in reliance upon and in conformity with written
information furnished to the Company by such Selling Stockholder specifically
for use in preparation of the Registration Statement or the failure of such
Selling Stockholder to comply with its covenants and agreements contained in
Sections 5.3 or 7.2 hereof respecting sale of the Shares or any statement or
omission in any Prospectus that is corrected in any subsequent Prospectus that
was delivered to the Investor at least three business days prior to the
pertinent sale or sales by the Investor. Notwithstanding the foregoing, the
Company shall not be liable to any Selling Stockholder for any consequential
damages, including lost profits, solely with respect to losses, claims,
damages, liabilities or expenses to which such Selling Stockholder may become
subject


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 arising out of, or based upon, any breach of any representation, warranty
or covenant made by the Company in this Agreement.


     (b)  The Investor agrees (severally and not jointly with any other
Investor) to indemnify and hold harmless the Company (and each person, if any,
who controls the Company within the meaning of Section 15 of the Securities
Act, each officer of the Company who signs the Registration Statement and each
director of the Company) from and against any losses, claims, damages,
liabilities or expenses to which the Company (or any such officer, director or
controlling person) may become subject (under the Securities Act or otherwise),
insofar as such losses, claims, damages, liabilities or expenses (or actions or
proceedings in respect thereof) arise solely out of, or are based solely upon,
(i) any failure to comply with the covenants and agreements contained in
Section 5.3 or 7.2 hereof respecting sale of the Shares, or (ii) any untrue
statement of a material fact contained in the Registration Statement if such
untrue statement was made in reliance upon and in conformity with written
information furnished by the Investor specifically for use in preparation of
the Registration Statement (provided, however, that no Investor shall be liable
in any such case for any untrue statement in any Registration Statement or
Prospectus if such statement has been corrected in writing by such Investor and
delivered to the Company at least three business days prior to the pertinent
sale or sales by the Investor), and the Investor will reimburse the Company (or
such officer, director or controlling person), as the case may be, for any
legal or other expenses reasonably incurred in investigating, defending or
preparing to defend, settling, compromising or paying any such action,
proceeding or claim. Notwithstanding the foregoing, (x) the Investor’s
aggregate liability pursuant to this subsection (b) and subsection (d) shall be
limited to the net amount received by the Investor from the sale of the Shares
and (y) the Investor shall not be liable to the Company for any consequential
damages, including lost profits, solely with respect to losses, claims,
damages, liabilities or expenses to which the Company (or any officer, director
or controlling person as set forth above) may become subject (under the
Securities Act or otherwise), arising out of, or based upon, any failure to
comply with the covenants and agreements contained in Section 5.3 or 7.2 hereof
respecting sale of the Shares.


     (c)  Promptly after receipt by any indemnified person of a notice of a
claim or the beginning of any action in respect of which indemnity is to be
sought against an indemnifying person pursuant to this Section 7.3, such
indemnified person shall notify the indemnifying person in writing of such
claim or of the commencement of such action, but the omission to so notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party under this Section 7.3 (except to the extent that such
omission materially and adversely affects the indemnifying party’s ability to
defend such action) or from any liability otherwise than under this Section
7.3. Subject to the provisions hereinafter stated, in case any such action
shall be brought against an indemnified person, the indemnifying person shall
be entitled to participate therein, and, to the extent that it shall elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, shall be entitled to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified
person. After notice from the indemnifying person to such indemnified person
of its election to assume the defense thereof, such indemnifying person shall
not be liable to such indemnified person for any legal expenses subsequently
incurred by such indemnified person in connection with the defense thereof,
provided further, however, that if there exists or shall exist a conflict of
interest that would make it inappropriate, in the opinion of counsel to the
indemnified person, for the same counsel to represent both the indemnified
person and such indemnifying person or any affiliate or associate thereof, the
indemnified person shall be entitled to retain its own counsel at the expense
of such indemnifying person; provided, however, that no indemnifying person
shall be responsible for the fees and expenses of more than one separate
counsel (together with appropriate local counsel) for all indemnified parties.
In no event shall any indemnifying person be liable in respect of any amounts
paid in settlement of any action unless the indemnifying person shall have
approved the terms of such settlement; provided that such consent shall not be
unreasonably withheld. No indemnifying person shall, without the prior written
consent of the indemnified person, effect any settlement of any pending or
threatened proceeding in respect of


81






 




 which any indemnified person is or could have been a party and
indemnification could have been sought hereunder by such indemnified person,
unless such settlement includes an unconditional release of such indemnified
person from all liability on claims that are the subject matter of such
proceeding.


     (d)  If the indemnification provided for in this Section 7.3 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a)
or (b) above in respect of any losses, claims, damages, liabilities or expenses
(or actions or proceedings in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the Company on the one hand and the Investor
on the other in connection with the statements or omissions or other matters
which resulted in such losses, claims, damages, liabilities or expenses (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, in the case of an untrue statement, whether the untrue statement
relates to information supplied by the Company on the one hand or an Investor
on the other and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement. The Company and
the Investors agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Investors were treated as one entity for such purpose) or by any other
method of allocation which does not take into account the equitable
considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Investor shall be required to contribute any amount in
excess of the net amount received by the Investor from the sale of the Shares.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Investors’
obligations in this subsection to contribute are several in proportion to their
sales of Shares to which such loss relates and not joint.


     (e)  The parties to this Agreement hereby acknowledge that they are
sophisticated business persons who were represented by counsel during the
negotiations regarding the provisions hereof including, without limitation, the
provisions of this Section 7.3, and are fully informed regarding said
provisions.


     7.4 Rule 144. For a period of two years following the date hereof, the
Company agrees with each holder of Registrable Shares to:


     (a)  comply with the requirements of Rule 144(c) under the Securities Act
with respect to current public information about the Company; and


     b) use its commercially reasonable efforts to file with the SEC in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time it is subject to such
reporting requirements).


     7.5 Termination of Conditions and Obligations. The conditions precedent
imposed by Section 5 or this Section 7 upon Dispositions of the Registrable
Shares by the Investor shall cease and terminate as to any particular number of
the Registrable Shares and the restrictive legend shall be removed when such
Registrable Shares shall have been effectively registered under the Securities
Act and sold or otherwise disposed of in accordance with the intended method of
disposition set forth in the Registration Statement covering such Registrable
Shares or at such time as an opinion of counsel reasonably satisfactory to the
Company shall have been rendered to


82






 




 the effect that such conditions are not necessary in order to comply with
the Securities Act (provided that such opinion shall not be required if the
Company shall be furnished with written documentation reasonably satisfactory
to it that such Registrable Shares are being transferred in a customary
transaction exempt from registration under Rule 144 under the Securities Act).


     8.     Notices. Except as specifically permitted by Section 7.1(g), all
notices, requests, consents and other communications hereunder shall be in
writing, shall be mailed (A) if within domestic United States by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage prepaid, or by facsimile, or (B) if delivered from outside the
United States, by International Federal Express or facsimile, and shall be
deemed given (i) if delivered by first-class registered or certified mail
domestic, three business days after so mailed, (ii) if delivered by nationally
recognized overnight carrier, one business day after so mailed, (iii) if
delivered by International Federal Express, two business days after so mailed,
and (iv) if delivered by facsimile, upon electric confirmation of receipt and
shall be delivered as addressed as follows:


     (a)  if to the Company, to:



	 	Martek Biosciences Corporation

6480 Dobbin Road

Columbia, Maryland 20145

Attention: Corporate Secretary

Phone (410) 740-0081

Telecopy: (410) 740-2985





          with a copy to:



	 	Hogan & Hartson LLP

111 South Calvert Street

Baltimore, Maryland 21202

Attn: Michael J. Silver

Phone: (410) 659-2774

Telecopy: (410) 539-6981




		
	 	     (b) if to the Investor, at its address on the
signature page hereto, or at such other address or addresses
as may have been furnished to the Company in writing.



     9.     Changes. This Agreement may not be modified or amended except pursuant
to an instrument in writing signed by the Company and the Investor.


     10.     Headings. The headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be
part of this Agreement.


     11.     Severability. In case any provision contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.


     12.     Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Delaware, without giving
effect to the principles of conflicts of law.


     13. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof, and any and
all other written or oral agreements relating to such subject matter are
expressly cancelled.


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     14.     Finders Fees. Neither the Company nor the Investor nor any affiliate
thereof has incurred any obligation which will result in the obligation of the
other party to pay any finder’s fee or commission in connection with this
transaction, except for fees payable by the Company to Adams, Harkness and
Hill.


     15.     Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which,
when taken together, shall constitute but one instrument, and shall become
effective when one or more counterparts have been signed by each party hereto
and delivered to the other parties.


     16.     Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of the Company and the
Investors, including without limitation and without the need for an express
assignment, affiliates of the Investors. With respect to transfers that are
not made pursuant to the Registration Statement, the rights and obligations of
an Investor under this Agreement shall be automatically assigned by such
Investor to any transferee of all or any portion of such Investor’s Registrable
Shares who is a Permitted Transferee (as defined below); provided, however,
that within two business days prior to the transfer, (i) the Company is
provided notice of the transfer including the name and address of the
transferee and the number of Registrable Shares transferred; and (ii) that such
transferee agrees in writing to be bound by the terms of this Agreement. (For
purposes of this “Agreement, a “Permitted Transferee” shall mean any Person who
(a) is an “accredited investor,” as that term is defined in Rule 501(a) of
Regulation D under the Securities Act and (b) is a transferee of at least
20,000 Registrable Shares as permitted under the securities laws of the United
States). Upon any transfer permitted by this Section 16, the Company shall be
obligated to such transferee to perform all of its covenants under this
Agreement as if such transferee were an Investor.


     17.     Expenses. Each of the Company and the Investors shall bear its own
expenses in connection with the preparation and negotiation of the Agreement.


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Exhibit A


CERTIFICATE OF SUBSEQUENT SALE



Registrar and Transfer Company

10 Commerce Drive

Cranford, New Jersey 07016

Attention:      


     RE: Sale of Shares of Common Stock of Martek
Biosciences Corporation (the “Company”) pursuant to the
Company’s Prospectus dated      (the “Prospectus”)


Ladies and Gentlemen:


     The undersigned hereby certifies, in connection with the sale of shares of
Common Stock of the Company included in the table of Selling Stockholders in
the Prospectus, that the undersigned has sold the shares pursuant to the
Prospectus and in a manner described under the caption “Plan of Distribution”
in the Prospectus and that such sale complies with all applicable securities
laws, including, without limitation, the Prospectus delivery requirements of
the Securities Act of 1933, as amended.


     Selling Stockholder (the beneficial owner):
                                                                                                                        



     Record Holder (e.g., if held in name of nominee):
                                                                                                                


     Restricted Stock Certificate No.(s):
                                                                                                                                    


     Number of Shares Sold:
                                                                                                                                             


     Date of Sale:
                                                                                                                                             




     In the event that you receive a stock certificate(s) representing more
shares of Common Stock than have been sold by the undersigned, then you should
return to the undersigned a newly issued certificate for such excess shares in
the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you
should place a stop transfer on your records with regard to such certificate.



	 	Very truly yours,




	Dated:                                                    	By:                                                    
     




	 	Print Name:                                          




	 	Title:                                                     



	cc:	 	Chief Financial Officer

Martek Biosciences Corporation




     

          

85