Exhibit 10.2


February 16, 2005


BY FAX and FEDERAL EXPRESS


Neose Technologies Inc.
 102 Witmer Road
 Horsham, PA 19044  
 USA


Attention: Head of Business Development 
 Fax: + 1 215-315 9100


Attention: General Counsel
 Fax: + 1 215-315 9100

	
  
Re:
  	
  
Research,   Development and License Agreement Between Neose Technologies, Inc. and Novo   Nordisk A/S dated as of November 17, 2003, as amended December 18, 2003 and   October 12, 2004 (the “Agreement”) (relating to ******)
  




Ladies and Gentlemen:


The purpose of this letter is to amend the Agreement in certain respects to reflect our recent discussions.  Capitalized terms used and not otherwise defined in this letter are used as defined in the Agreement.  We have agreed as follows:

	
  
 
  	
  
1.
  	
  
Section   3.3.1 of the Agreement is hereby amended and restated in its entirety as   follows:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
US$******   (******) upon the ****** to occur of:    (i) the first date on which there shall be a candidate which has been   shown to meet the ****** for the New ****** Product, and Neose shall have   delivered to Novo ****** for the production of such candidate; and (ii)   ******.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.
  	
  
In   consideration of the amendment of Section 3.3.1 of the Agreement, Novo agrees   that any amounts ****** to Neose by Novo in respect of Project-Related Costs   for ******, which amounts have ****** by Neose for ****** on or before ******   (the “****** Amount”), shall be ******.    Any amounts expended by Neose in excess of the ****** Amount, from   ****** through the date on which payment is due under Section 3.3.1 of the   Agreement (as amended above), in respect of ****** under the Work Plan shall   be ****** the amount payable by Novo pursuant to Section 3.3.1 of the   Agreement (as amended above), and shall be ****** on the date such payment is   due under such Section 3.3.1. Further, Neose will consult with Novo regarding   the studies and activities initiated relating to Project-Related Costs for   ****** until the date on which ****** under Section 3.3.1 of the Agreement   (as amended above).
  



 

	
  


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




 

















Neose Technologies, Inc.
 February 16, 2005
 Page 2

	
  
 
  	
  
3.
  	
  
This letter   amends the Agreement only as herein set forth and in all other respects the   Agreement is ratified and confirmed.    Two originals of this letter amendment are enclosed in our Federal   Express package, each of which has been executed on behalf of Novo. Please   indicate the agreement of Neose with the terms of this letter by having this   letter executed on behalf of the company in the space provided below, and   return one fully executed copy to Novo Nordisk A/S by fax (+ 45 44 42 18 30)   and Federal Express or DHL courier (each to the attention of Jannie   Fuhlendorff, Scientific Licensing).
  




Sincerely yours,


Jannie Fuhlendorff
 Scientific Licensing
 Novo Nordisk A/S

	
  
ACCEPTED AND   AGREED
  	
  
 
  
	
  
 
  	
  
 
  
	
  
NEOSE TECHNOLOGIES INC.
  	
  
NOVO NORDISK A/S
  
	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ JOSEPH J. VILLAFRANCA
  	
  
By:
  	
  
/s/ FINN BENNED HANSEN
  
	
  
 
  	
  


  	
  
 
  	
  


  
	
  Name:
  	
  Joseph J.   Villafranca
  	
  Name: 
  	
  Finn Benned   Hansen
  
	
  Title:
  	
  Executive   Vice President
  	
  Title:
  	
  Vice   President
  
	
   
  	
   
  	
   
  	
  Business   Development & Patents
  



 

	
  


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