exv10w53



 






Exhibit 10.53



Portions of this exhibit were omitted and filed separately with the Secretary of the
Commission pursuant to an application for confidential treatment filed with the Commission pursuant
to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by a series of
asterisks.




Amendment Number 3

to the Research, Development 

and License Agreement




     This Amendment Number 3 to the Agreement (as defined below)(the “Amendment”) is effective as
of December 15, 2005 (the “Effective Date”), and is by and among Novo Nordisk A/S, a corporation
organized and existing under the laws of Denmark, Novo Nordisk Health Care AG, a corporation
organized and existing under the laws of Switzerland (collectively, Novo Nordisk A/S and Novo
Nordisk Health Care AG are hereinafter referred to as “Novo”), and Neose Technologies, Inc., a
corporation organized and existing under the laws of the state of Delaware (hereinafter referred to
as “Neose”).



     Whereas, Novo and Neose entered into a Research, Development and License Agreement
dated November 17, 2003, as amended by letter agreements dated December 18, 2003 and October 12,
2004, respectively (as so amended, the “Agreement”), pursuant to which Novo and Neose are
collaborating to develop ******; and



     Whereas, Neose and Novo desire to amend the Agreement as set forth herein.



     Now, therefore, it is agreed that the Agreement is hereby amended as follows:




	 	1.	 	A new Section 1.54 is added to the Agreement and shall read in its entirety
as follows:
	 
	 	 	 	1.54 “******” means any New Product that incorporates ******.
	 
	 	2.	 	A new Section 3.5 is added to the Agreement and shall read in its entirety as
follows:






	 	3.5	 	Milestone Payments Relating to Development of the ******. In
consideration of the development efforts of Neose under the Work Plan related
to the ******, Novo shall pay Neose the amount of each milestone payment set
forth in this Section 3.5. The Parties agree that Neose shall have earned the
right to receive each respective milestone payment set forth in this Section
3.5, and Novo shall be obligated to pay such milestone payment, in each case,
as a result of either (i) the achievement of the milestone set forth for such
payment, or (ii) the failure by Novo to inform Neose within 30 days after the
receipt of the material, results or data provided by Neose that the applicable
milestone set forth in Sections 3.5.1 or 3.5.2 was not achieved. For each
milestone set forth in Sections 3.5.1 and 3.5.2, upon the occurrence of (i) or
(ii)







 




			
	******	 	— Material has been omitted and filed separately with the Commission.




 









 











	 	 	 	above, Neose shall issue an invoice to Novo and payment of the respective
milestone payment shall be due upon the later of (a) 30 days following the
receipt of such invoice by Novo and (b) January 1, 2006.






	 	3.5.1	 	Novo will pay Neose ******upon delivery of
approximately ****** meeting the ****** set forth in Exhibit 3.5 or
as provided in clause (i) of Section 3.5.
	 
	 	3.5.2	 	Novo will pay Neose ****** upon the
delivery of approximately ****** meeting the ****** set forth in
Exhibit 3.5 or as provided in clause (ii) of Section 3.5.
	 
	 	3.5.3	 	In the event that, notwithstanding good
faith efforts on the part of Neose to meet the milestones set forth
in Section 3.5.1 and 3.5.2, neither milestone has been met by Neose,
Novo will pay the milestone payments provided for in Sections 3.5.1
and 3.5.2 upon delivery by Neose to Novo of ****** sialic acid for
use in the production by Novo of ******.






	 	3.	 	Exhibit 2.2 of the Agreement is hereby amended and restated in its entirety
to read in full as set forth in Schedule 2.2 attached hereto.
	 
	 	4.	 	A new Exhibit 3.5 is hereby added to the Agreement which shall read in its
entirety as set forth in Schedule 3.5 attached hereto.
	 
	 	5.	 	There are no further changes to the terms of the Agreement. Except as would
be inconsistent with the terms of this Amendment, all other terms and conditions of
the Agreement shall remain in full force and effect. All capitalized terms used in
this Amendment and not otherwise defined shall have the meaning ascribed to such in
the Agreement.







 




			
	******	 	— Material has been omitted and filed separately with the Commission.




 









 










     In witness whereof, the parties have executed this Amendment as of the Effective
Date.



	 	 	 	 	 
	 	Neose Technologies, Inc.

 	 
	 	By:  	/s/ C. Boyd Clarke
 	 
	 	 	C. Boyd Clarke 	 
	 	 	Chairman and Chief Executive Officer 	 
	 
	 	Novo Nordisk A/S

 	 
	 	By:  	/s/ Søren Bjørn
 	 
	 	 	Name:  	Søren Bjørn 	 
	 	 	Title:  	Vice President Discovery 	 
	 
	 	Novo Nordisk Health Care AG

 	 
	 	By:  	/s/
Kăre Schultz
 	 
	 	 	Name:  	Kăre Schultz 	 
	 	 	Title:  	Chief Operating Officer and

 Executive Vice President 	 
	 





 




			
	******	 	— Material has been omitted and filed separately with the Commission.




 









 










Schedule 2.2




Amended and Restated Work Plan




******






 




			
	******	 	— Material has been omitted and filed separately with the Commission.




 









 










Schedule 3.5




******






 




			
	******	 	— Material has been omitted and filed separately with the Commission.