Exhibit 10.1


 


EXECUTION
VERSION


 


ASSIGNMENT
OF NON-COMPETE


 


THIS
ASSIGNMENT OF NON-COMPETE (this “Assignment”), dated as of January 26, 2009, is made
and entered into by and among Neose Technologies, Inc., a Delaware
corporation (“Seller”), BioGeneriX AG, a corporation organized under the
laws of Germany (“Buyer”) and George J. Vergis (“Employee”).  All capitalized terms not otherwise defined
herein shall have the meanings set forth in the BGX Asset Purchase Agreement
(defined below).


 


WHEREAS, Seller has agreed to sell to Buyer the
Purchased Assets pursuant to an asset purchase agreement, dated as of September 17,
2008 (the “BGX Asset Purchase Agreement”), such sale transaction
expected to occur on or about January 27, 2009 (the “Closing Date”);


 


WHEREAS, simultaneously with the sale of the
Purchased Assets, Seller has agreed to sell substantially all of its remaining
assets to Novo Nordisk A/S (“Novo”) pursuant to an asset purchase
agreement, dated as of September 17, 2008 (the “Novo Asset Purchase
Agreement”);


 


WHEREAS, after the closing of the sale
transactions contemplated by the Novo Asset Purchase Agreement and the BGX
Asset Purchase Agreement, Seller intends to dissolve and distribute its
remaining assets to its stockholders (the “Dissolution”);


 


WHEREAS, Employee and Seller are currently party
to the Amended and Restated Employment Agreement, dated as of April 30,
2007 (the “Employment Agreement”), attached hereto as Exhibit A,
which provides in Sections 5.1.1, 5.1.2, 5.1.3, 5.1.4 and 5.4.1, for covenants
by Employee not to compete with the business of Seller during the term of
Employee’s employment and for one year thereafter, as extended to a period of
eighteen months thereafter, pursuant to Sections 6.1.1 and 6.2, and in Section 5.6
for specific remedies to enforce those covenants (Sections 5.1.1, 5.1.2, 5.1.3,
5.1.4, 5.4.1, 5.6, 6.1.1 and 6.2 of the Employment Agreement are collectively
referred to herein as the “Non-Compete”);


 


WHEREAS, in connection with the sale of its
assets, Seller desires to assign to Buyer and Buyer desires to assume the
Non-Compete to the extent that it relates to the Purchased Assets within the
BGX Field of Use (as hereinafter defined) (the “BGX Restricted Business”);


 


WHEREAS, under Section 9.3
of the Employment Agreement, Seller may assign the Employment Agreement to any
successor to all or substantially all of its assets and business by means of
liquidation, dissolution, merger, consolidation, transfer of assets, or
otherwise; and


 


WHEREAS, as consideration for the payments to be
made to Employee pursuant to Section 6 of the Employment Agreement payable
upon the Dissolution and for other good and valuable consideration, Employee
has agreed to the assignment of the Non-Compete to the extent it relates to the
BGX Restricted Business.


 


NOW,
THEREFORE, in
consideration of the mutual covenants of the parties set forth in this
Assignment, the BGX Asset Purchase Agreement and the Employment Agreement and 


 

















 


other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:


 


1.             Effective as of the Closing Date, Seller does hereby
assign to Buyer, and Buyer does hereby assume, the Non-Compete to the extent
that it relates to the BGX Restricted Business. 
As a result, effective as of the Closing Date, Employee agrees with
Buyer:


 


(a)           not to engage or participate in any business
competitive with the BGX Restricted Business;


 


(b)           not to become interested in (as owner, stockholder,
lender, partner, co-venturer, director, officer, employee, agent or consultant)
any person, firm, corporation, association or other entity engaged in any
business competitive with the BGX Restricted Business.  Notwithstanding the foregoing, Employee may
hold up to 4.9% of the outstanding securities of any class of publicly-traded
securities of any company;


 


(c)           not to engage in any business, or solicit or call on
any customer, supplier, licensor, licensee, contractor, agent, representative,
advisor, strategic partner, distributor or other person with whom Seller shall
have dealt or any prospective customer, supplier, licensor, licensee,
contractor, agent, representative, advisor, strategic partner, distributor or
other person that Seller shall have identified and solicited at any time during
Employee’s employment by Seller for a purpose competitive with the BGX
Restricted Business; or


 


(d)           not to influence or attempt to influence any employee,
consultant, customer, supplier, licensor, licensee, contractor, agent,
representative, advisor, strategic partner, distributor of Seller or other
person to terminate or modify any written or oral agreement, arrangement or
course of dealing with Buyer in its capacity as successor to Seller with
respect to any such agreement, arrangement or course of dealing.


 


For the avoidance of
doubt, Seller retains all rights in the Non-Compete relating to any remaining
assets of Seller in the Retained Neose Field of Use.


 


As used herein, (i) “BGX
Field of Use” means the discovery, research, development, commercialization or
other exploitation of any compound or product in any field, use, product,
method or application, other than the Novo Field of Use and the Retained Neose
Field of Use; (ii) “Novo Field of Use” means the discovery, research,
development, commercialization or other exploitation of any compound or product
developed utilizing any Intellectual Property under the Purchased Assets or the
assets transferred to Novo pursuant to the Novo Asset Purchase Agreement, for
the use in the prevention or treatment of acquired or hereditary hemorrhagic
disorders as defined in WHO, ICD-10, Chapter III, D65 through D69, but does not
include any compound or product comprising, derived from, or containing G-CSF
or any erythropoietin; and (iii) “Retained Neose Field of Use” means the
exploitation of non-GlycoPEGylated glycolipids or oligosaccarides, in each case
not attached to a peptide or protein.


 


2.             Employee acknowledges that the assignment of the
Non-Compete to the extent that it relates to the BGX Restricted Business is
made in accordance with Section 9.3 of the Employment Agreement which
allows for an assignment of the Employment Agreement to any 


 


2

















 


successor to all or
substantially all of its assets and business by means of liquidation,
dissolution, merger, consolidation, transfer of assets, or otherwise.  Employee further acknowledges that the
assignment is necessary and reasonable in connection with the sale transaction
contemplated by the BGX Asset Purchase Agreement and to facilitate the ability
of Seller to effect the Dissolution and to make payments to Employee pursuant
to Section 6.1.2 of the Employment Agreement.


 


3.             Buyer may assign its rights hereunder to any successor
to that portion of its business that includes all or substantially all the
Purchased Assets, without regard to whether such succession occurs by means of
liquidation, dissolution, merger, consolidation, transfer of assets or
otherwise.


 


4.             Each of the parties hereto agrees that it will, from
time to time after the date hereof, without further consideration, execute,
acknowledge and deliver all such further acts, assignments, transfers,
conveyances, evidences of title, assumptions and assurances as may be required
to carry out the intent of this Assignment.


 


5.             Each of the parties hereto acknowledges and agrees
that no part of the Employment Agreement nor obligations (including payment
obligations of any kind) thereunder, other than the Non-Compete to the extent
that it relates to the BGX Restricted Business, is assigned to, or assumed by,
Buyer.


 


6.             This Assignment may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  This Assignment may be executed by facsimile signatures,
which signatures shall have the same force and effect as original signatures.


 


7.             This Assignment shall be governed by the laws of the
Commonwealth of Pennsylvania without regard to the principles of conflicts of
laws.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


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IN
WITNESS WHEREOF,
the parties hereto have executed this Assignment as of the date first above
written.


 


 


	
   

  	
  NEOSE TECHNOLOGIES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  A. Brian Davis

  
	
   

  	
  Name: A. Brian Davis

  
	
   

  	
  Title: Sr. Vice
  President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BIOGENERIX AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karl Heinz Emmert /
  Hermann Allgaier

  
	
   

  	
  Name: Dr. Karl Heinz
  Emmert / Hermann Allgaier

  
	
   

  	
  Title: Chief Scientific
  Officer / Chief Production Officer

  



 


SIGNATURE PAGE TO ASSIGNMENT
OF NON-COMPETE (BGX/VERGIS)


 

















 


	
   

  	
  GEORGE J. VERGIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ George
  J. Vergis

  



 


SIGNATURE PAGE TO
ASSIGNMENT OF NON-COMPETE (BGX/VERGIS)


 
















 


EXHIBIT A


 


AMENDED AND
RESTATED EMPLOYMENT AGREEMENT


 


THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is dated as
of April 30, 2007 (the “Amendment Date”), by and between NEOSE
TECHNOLOGIES, INC. (the “Company”) and GEORGE J. VERGIS, PH.D. (the “Executive”).


 


Background


 


The
Executive and the Company are parties to an Employment Agreement dated as of May 4,
2006 (“Original Agreement”).  The
Executive and the Company desire to amend and restate the Original Agreement
setting forth the terms and conditions of his employment as the President and
Chief Executive of the Company, as set forth herein.


 


Terms


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
promises contained herein, and intending to be bound hereby, the parties agree
as follows:


 


1.     Employment.


 


1.1.  Term.  The Company agrees to employ the Executive in
accordance with the terms of this Agreement and the Executive agrees to accept
such continued employment, effective on the Effective Date and continuing until
terminated pursuant to Section 4 hereof (the “Term”).


 


1.2.  Positions.  During the Term, the Executive will serve as
President and Chief Executive Officer of the Company, reporting directly to the
Board.  The Board agrees to nominate the
Executive for reelection to the Board at each annual meeting of the Company’s
stockholders occurring during the Term and at which the Executive’s term as a
director is scheduled to expire.


 


1.3.  Duties.  The Executive will perform such duties and
functions as are customarily performed by the president and chief executive
officer of an enterprise the size and nature of the Company, including the
duties and functions from time to time assigned to him by the Board.  Without limiting the generality of the
foregoing, the Executive will be responsible for all aspects of the Company’s
performance, including strategy, research and development, business
development, sales and marketing, operations, manufacturing, technology
development and licensing, corporate development, information management,
finance, legal, patent, regulatory, human resources, investor relations and
corporate communications.


 


1.4.  Place of Performance.  The Executive shall perform his services
hereunder at the principal executive offices of the Company, which are
currently located in Horsham, Pennsylvania; provided, however, that the
Executive will be required to travel from time to time for business purposes.


 

















 


1.5.  Time Devoted to Employment.  The Executive will devote his best efforts
and substantially all of his business time and services to the performance of
his duties under this Agreement. 
Notwithstanding the foregoing, the Executive may engage in charitable,
community service and industry association activities, and, with the approval
of the Board (which approval will not be unreasonably withheld), may serve as a
member of boards of directors of other companies or organizations, which, in
the judgment of the Board, will not present any conflict of interest with the
Company, so long as those activities do not interfere with the performance of
his duties under this Agreement.


 


2.     Compensation, Benefits and Expense Reimbursements.


 


2.1.  Base Salary. The Executive shall
receive an initial annual salary of $350,000 (the “Base Salary”), paid
semi-monthly or otherwise in accordance with the Company’s customary payroll
practices, as in effect from time to time. 
Future salary reviews will be undertaken by the Board of Directors
annually.


 


2.2.  Bonus.  The Executive will be eligible to receive an
annual bonus (the “Annual Bonus”) for each completed calendar year
during the Term.  The target amount of
the Annual Bonus is 75% of the Base Salary for the applicable calendar
year.  The specific goals and objectives
that must be met to receive the target bonus will be established by mutual
agreement by the Board and the Executive within 90 days following the
commencement of each calendar year during the Term, and within 30 days
following the Effective Date for the initial, partial calendar year of the
Term.  The Company will endeavor to pay
the Annual Bonus, if any, within two and one-half months following the end of
the calendar year to which the Annual Bonus relates.


 


2.3.  Equity Incentive.  The Board has authorized the grant to the
Executive, effective February 15, 2006 (“Grant Date”), of options to
purchase 300,000 shares of the Company’s common stock (the “Stock Option”)
with a per share exercise price equal to the fair market value of a share of
common stock on the Grant Date.  The
Stock Option will vest in four equal, annual installments commencing on February 15,
2007, the first anniversary of the Grant Date, be reflected in a stock option
agreement identical in all material respects to the Company’s Form Stock
Option Agreement and be non-qualified stock options.  The Stock Option will be subject in all
respects to the terms of the Company’s 2004 Equity Incentive Plan.


 


2.4.  Expenses.  The Executive will be entitled to
reimbursement by the Company for all expenses reasonably incurred by him in
connection with the performance of his duties, including, without limitation,
travel and entertainment expenses reasonably related to the business of the
Company, in accordance with the policies and procedures established from time
to time by the Company.


 


2.5.  Other Benefits.  The Executive will be entitled to participate
in any benefit plans, policies or arrangements sponsored or maintained by the
Company from time to time for its senior executive officers (which benefits, as
of this date, include the right to participate in the Company’s 401(k),
employee stock purchase, medical, and dental plans, and coverage under the
Company’s group life and disability insurance policies).


 


4

















 


Notwithstanding
the foregoing, the Executive’s eligibility for and participation in any of the
Company’s employee benefit plans, policies or arrangements will be subject to
the terms and conditions of such plans, policies or arrangements.  Moreover, subject to the terms and conditions
of such plans, policies or arrangements, the Company may amend, modify or
terminate such plans, policies or arrangements at any time for any reason.  In addition, the cost of the Executive’s
annual physical examination shall be borne by the Company, to the extent not covered
by the Company’s medical plan.


 


2.6.  Vacations.  In addition to holidays observed by the
Company, the Executive shall be entitled to four (4) weeks paid vacation
time during each year of employment consistent with Company policies, as in
effect from time to time.


 


3.     [Reserved]


 


4.     Termination.


 


4.1.  In General.  The Company may terminate the Executive’s
employment at any time. The Executive may terminate his employment at any time,
provided that, before the Executive may voluntarily terminate his employment
with the Company other than for Good Reason, he must provide 90 days prior
written notice (or such shorter notice as is acceptable to the Company) to the
Company.  Upon any termination of the
Executive’s employment with the Company for any reason: (i) the Executive
(unless otherwise requested by the Board) concurrently will resign all officer
or director positions he holds with the Company, its subsidiaries or
affiliates, and (ii) the Company will pay to the Executive all accrued but
unpaid compensation (including without limitation salary and bonus) through the
date of termination, and (iii) except as explicitly provided in Sections
4, 6 or 7, or otherwise pursuant to COBRA, all compensation and benefits will
cease and the Company will have no further liability or obligation to the
Executive.  The foregoing will not be
construed to limit the Executive’s right to payment or reimbursement for claims
incurred prior to the date of such termination under any insurance contract
funding an employee benefit plan, policy or arrangement of the Company in
accordance with the terms of such insurance contract.


 


4.2.  Termination without Cause or for Good Reason.


 


4.2.1.  If the Executive’s employment by the Company ceases
due to a termination by the Company without Cause or a resignation by the
Executive for Good Reason, then, in addition to the payments and benefits
provided for in Section 4.1 above and subject to Section 8 below: (a) the
Company will pay to the Executive a cash amount equal to pro-rata portion of the
target Annual Bonus for the calendar year in which the termination occurs,
determined by multiplying the target Annual Bonus by a fraction, the numerator
of which is the number of days during the year that transpired before the date
of the Executive’s termination of employment and the denominator of which is
365, (b) the Company will pay to the Executive on a cash amount equal to
the sum of (i) one year of the Executive’s Base Salary as in effect on
such date, and (ii) the target Annual Bonus amount applicable for the
calendar year in which the termination occurs, (c) to the extent not
previously paid, the


 


5

















 


Company
will pay to the Executive any Annual Bonus payable with respect to a calendar
year that ended prior to such termination, (d) all outstanding stock
options then held by the Executive (including the Stock Option) will
immediately become vested and exercisable with respect to that number of
additional shares of the Company’s common stock with respect to which such
stock options would have become vested and exercisable had the Executive
remained continuously employed by the Company for an additional 12 months
following his cessation of employment and will remain exercisable for the
shorter of (i) the 12-month period immediately following the Executive’s
cessation of employment, or (ii) the period remaining until the scheduled
expiration of the option (determined without regard to the executive’s
cessation of employment), and (d) the Company will pay to the Executive
the additional amount, if any, payable pursuant to Section 7 below;
provided that if the Company’s obligation to make the payments provided for in
this Section 4.2.1 arises due to a cessation of the Executive’s employment
due to his death or Disability (as defined below), the cash payments described
in clauses (a), (b) and (c) of this Section 4.2.1 will be offset
by the amount of benefits paid to the Executive (or his representative(s),
heirs, estate or beneficiaries) pursuant to the life insurance or long-term
disability plans, policies or arrangements of the Company by virtue of his
death or that Disability (including, for this purpose, only that portion of
such life insurance or disability benefits funded by the Company or by premium
payments made by the Company).


 


4.2.2.  For purposes of
this Agreement, the Executive’s employment will be deemed to have been
terminated without “Cause” if his employment is terminated as a result
of his death or Disability or is terminated by the Company other than as a
result of fraud, embezzlement, or any other illegal act committed intentionally
by the Executive in connection with his employment or the performance of his
duties as an officer or director of the Company.  For purposes of this Agreement, “Disability”
means the Executive’s inability, by reason of any physical or mental
impairment, to substantially perform his regular duties as contemplated by this
Agreement, as determined by the Board in its sole discretion (after affording
the Executive the opportunity to present his case), which inability is
reasonably contemplated to continue for at least one year from its commencement
and at least 90 days from the date of such determination.


 


4.2.3.  For purposes of
this Agreement, “Good Reason” means, without the Executive’s prior
written consent, any of the following:


 


	
  a)

  	
  a change in the
  Executive’s title (not including the election of the Executive as Chairman of
  the Board);

  
	
   

  	
   

  
	
  b)

  	
  a reduction in the
  Executive’s authority, duties or responsibilities, or the assignment to the
  Executive of duties that are inconsistent, in a material respect, with
  Executive’s position;

  
	
   

  	
   

  
	
  c)

  	
  the relocation of the
  Company’s headquarters more than 15 miles from Horsham, Pennsylvania, unless
  such move reduces Executive’s commuting time;

  



 


6

















 


	
  d)

  	
  a reduction in the Base
  Salary or in the target amount, expressed as a percentage of Base Salary, of
  the Annual Bonus; or

  
	
   

  	
   

  
	
  e)

  	
  the Company’s failure to
  pay or make available any material payment or benefit due under this
  Agreement or any other material breach by the Company of this Agreement.

  



 


However,
the foregoing events or conditions will constitute Good Reason only if the
Executive provides the Company with written objection to the event or condition
within 60 days following the Executive’s knowledge of the occurrence thereof,
the Company does not reverse or otherwise cure the event or condition within 30
days of receiving that written objection and the Executive resigns his
employment within 90 days following the expiration of that cure period.


 


5.     Restrictive Covenants.  As consideration for all of the payments to
be made to the Executive pursuant to Sections 2, 4 and 6 of this Agreement, as
well as for any equity incentive awards that the Executive may receive from the
Company, the Executive agrees to be bound by the provisions of this Section 5
(the “Restrictive Covenants”). These Restrictive Covenants will apply
without regard to whether any termination of the Executive’s employment is initiated
by the Company or the Executive, and without regard to the reason for that
termination.


 


5.1.  Covenant Not To Compete.  The Executive covenants that, during the
period beginning on the Effective Date and ending on the first anniversary of
the termination of the Executive’s employment with the Company for any reason
(the “Restricted Period”), he will not (except in his capacity as an
employee or director of the Company) do any of the following, directly or
indirectly, anywhere in the world:


 


5.1.1.  engage or participate in any business competitive
with the Business (as defined below);


 


5.1.2.  become
interested in (as owner, stockholder, lender, partner, co-venturer, director,
officer, employee, agent or consultant) any person, firm, corporation, association
or other entity engaged in any business competitive with the Business.  Notwithstanding the foregoing, the Executive
may hold up to 4.9% of the outstanding securities of any class of any publicly-traded
securities of any company;


 


5.1.3.  engage in any
business, or solicit or call on any customer, supplier, licensor, licensee,
contractor, agent, representative, advisor, strategic partner, distributor or
other person with whom the Company shall have dealt or any prospective
customer, supplier, licensor, licensee, contractor, agent, representative,
advisor, strategic partner, distributor or other person that the Company shall
have identified and solicited at any time during the Executive’s employment by
the Company for a purpose competitive with the Business;


 


5.1.4.  influence or
attempt to influence any employee, consultant, customer, supplier, licensor,
licensee, contractor, agent, representative, advisor, strategic partner,
distributor or other person to terminate or modify any written or oral agreement,
arrangement or course of dealing with the Company; or


 


7

















 


5.1.5.  solicit for
employment or employ or retain (or arrange to have any other person or entity
employ or retain) any person who has been employed or retained by the Company
within the 12 months preceding the termination of the Executive’s employment
with the Company for any reason.


 


5.2.  Confidentiality.  The Executive recognizes and acknowledges
that the Proprietary Information (as defined below) is a valuable, special and
unique asset of the business of the Company. 
As a result, both during the Term and thereafter, the Executive will
not, without the prior written consent of the Company, for any reason either
directly or indirectly divulge to any third-party or use for his own benefit,
or for any purpose other than the exclusive benefit of the Company, any
Proprietary Information; provided, however, that the Executive may during the
Term disclose Proprietary Information to third parties as may be necessary or
appropriate to the effective and efficient discharge of his duties as an
employee hereunder (provided that the third party recipient has signed the
Company’s then-approved confidentiality or similar agreement) or as such
disclosures may be required by law.  If
the Executive or any of his representatives becomes legally compelled to
disclose any of the Proprietary Information, the Executive will provide the
Company with prompt written notice so that the Company may seek a protective
order or other appropriate remedy.  The
non-disclosure and non-use obligations with respect to Proprietary Information
set forth in this Section 5.2 shall not apply to any information that is
in or becomes part of the public domain through no improper act on the part of
the Executive.


 


5.3.  Property of the Company.


 


5.3.1.  Proprietary Information. All right,
title and interest in and to Proprietary Information will be and remain the
sole and exclusive property of the Company. 
The Executive will not remove from the Company’s offices or premises any
documents, records, notebooks, files, correspondence, reports, memoranda or
similar materials of or containing Proprietary Information, or other materials
or property of any kind belonging to the Company unless necessary or appropriate
in the performance of his duties to the Company.  If the Executive removes such materials or
property in the performance of his duties, the Executive will return such
materials or property to their proper files or places of safekeeping as promptly
as possible after the removal has served its specific purpose.  The Executive will not make, retain, remove
and/or distribute any copies of any such materials or property, or divulge to
any third person the nature of and/or contents of such materials or property or
any other oral or written information to which he may have access or become
familiar in the course of his employment, except to the extent necessary in the
performance of his duties.  Upon
termination of the Executive’s employment with the Company, he will leave with
the Company or promptly return to the Company all originals and copies of such
materials or property then in his possession.


 


5.3.2.  Intellectual
Property.  The
Executive agrees that all the Intellectual Property (as defined below) will be
considered “works made for hire” as that term is defined in Section 101 of
the Copyright Act (17 U.S.C. § 101) and that all right, title and


 


8

















 


interest
in such Intellectual Property will be the sole and exclusive property of the
Company.  To the extent that any of the
Intellectual Property may not by law be considered a work made for hire, or to
the extent that, notwithstanding the foregoing, the Executive retains any
interest in the Intellectual Property, the Executive hereby irrevocably assigns
and transfers to the Company any and all right, title, or interest that the
Executive may now or in the future have in the Intellectual Property under
patent, copyright, trade secret, trademark or other law, in perpetuity or for
the longest period otherwise permitted by law, without the necessity of further
consideration.  The Company will be
entitled to obtain and hold in its own name all copyrights, patents, trade secrets,
trademarks and other similar registrations with respect to such Intellectual
Property.  The Executive further agrees
to execute any and all documents and provide any further cooperation or
assistance reasonably required by the Company, at the Company’s sole cost and
expense, to perfect, maintain or otherwise protect its rights in the
Intellectual Property.  If the Company is
unable after reasonable efforts to secure the Executive’s signature,
cooperation or assistance in accordance with the preceding sentence, whether
because of the Executive’s incapacity or any other reason whatsoever, the
Executive hereby designates and appoints the Company or its designee as the
Executive’s agent and attorney-in-fact, to act on his behalf, to execute and
file documents and to do all other lawfully permitted acts necessary or
desirable to perfect, maintain or otherwise protect the Company’s rights in the
Intellectual Property.  The Executive
acknowledges and agrees that such appointment is coupled with an interest and
is therefore irrevocable.


 


5.4.  Definitions.  For purposes of this Agreement, the following
terms have the meanings defined below:


 


5.4.1.  “Business” means research, development,
manufacture, supply, marketing, licensing, use and sale of biologic,
pharmaceutical and therapeutic materials and products and related process
technology including, without limitation, research, development, manufacture,
supply, marketing, licensing, use and sale of products and technology directed
to (a) the enzymatic synthesis of complex carbohydrates for use in food,
cosmetic, therapeutic, consumer and industrial applications, (b) enzymatic
synthesis or modification of the carbohydrate portion of proteins or lipids, (c) carbohydrate-based
therapeutics and (d) the development of protein therapeutics using
siallylation, fucosylation, glycosylation, GlycoPEGylationTM, or
GlycoConjugationTM .


 


5.4.2.  “Intellectual
Property” means (a) all inventions (whether patentable or unpatentable
and whether or not reduced to practice), all improvements thereto, and all
patents and patent applications claiming such inventions, (b) all
trademarks, service marks, trade dress, logos, trade names, fictitious names,
brand names, brand marks and corporate names, together with all translations,
adaptations, derivations, and combinations thereof and including all goodwill
associated therewith, and all applications, registrations, and


 


9

















 


renewals
in connection therewith, (c) all copyrightable works, all copyrights, and
all applications, registrations, and renewals in connection therewith, (d) all
mask works and all applications, registrations, and renewals in connection
therewith, (e) all trade secrets (including research and development, know-how,
formulas, compositions, manufacturing and production processes and techniques,
methodologies, technical data, designs, drawings and specifications), (f) all
computer software (including data, source and object codes and related
documentation), (g) all other proprietary rights, (h) all copies and
tangible embodiments thereof (in whatever form or medium), or similar
intangible personal property which have been or are developed or created in
whole or in part by the Executive (i) at any time and at any place while
the Executive is employed by Company and which, in the case of any or all of
the foregoing, are related to and used in connection with the business of the
Company, or (ii) as a result of tasks assigned to the Executive by the
Company.


 


5.4.3.  “Proprietary
Information” means any and all information of the Company or of any
subsidiary or affiliate of the Company.  
Such Proprietary Information shall include, but shall not be limited to,
the following items and information relating to the following items: (a) all
intellectual property and proprietary rights of the Company (including without
limitation Intellectual Property) (b) computer codes or instructions
(including source and object code listings, program logic algorithms,
subroutines, modules or other subparts of computer programs and related
documentation, including program notation), computer processing systems and
techniques, all computer inputs and outputs (regardless of the media on which
stored or located), hardware and software configurations, designs, architecture
and interfaces, (c) business research, studies, procedures and costs, (d) financial
data, (e) distribution methods, (f) marketing data, methods, plans
and efforts, (g) the identities of actual and prospective customers,
contractors and suppliers, (h) the terms of contracts and agreements with
customers, contractors and suppliers, (i) the needs and requirements of,
and the Company’s course of dealing with, actual or prospective customers,
contractors and suppliers, (j) personnel information, (k) customer
and vendor credit information, and (l) any information received from third
parties subject to obligations of non-disclosure or non-use.  Failure by the Company to mark any of the
Proprietary Information as confidential or proprietary shall not affect its status
as Proprietary Information under the terms of this Agreement.


 


5.5.  Acknowledgements.  The Executive acknowledges that the
Restrictive Covenants are reasonable and necessary to protect the legitimate
interests of the Company and its affiliates and that the duration and
geographic scope of the Restrictive Covenants are reasonable given the nature
of this Agreement and the position the Executive will hold within the
Company.  The Executive further
acknowledges that the Restrictive Covenants are included herein in order to
induce the Company to promote the Executive and that the Company would not have
entered into this Agreement or otherwise promoted the Executive in the absence
of the Restrictive Covenants.


 


5.6.  Remedies and Enforcement Upon Breach.


 


5.6.1.  Specific
Enforcement. The Executive acknowledges that any breach by him,
willfully or otherwise, of the Restrictive Covenants will cause continuing and
irreparable injury to the Company for which monetary damages would not be an 


 


10
















 


adequate remedy. 
The Executive shall not, in any action or proceeding to enforce any of
the provisions of this Agreement, assert the claim or defense that such an
adequate remedy at law exists.  In the
event of any such breach by the Executive, the Company shall have the right to
enforce the Restrictive Covenants by seeking injunctive or other relief in any
court, without any requirement that a bond or other security be posted, and
this Agreement shall not in any way limit remedies of law or in equity otherwise
available to the Company.


 


5.6.2.  Judicial Modification.  If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable because of the
duration or geographical scope of such provision, such court shall have the
power to modify such provision and, in its modified form, such provision shall
then be enforceable.


 


5.6.3.  Accounting. 
If the Executive breaches any of the Restrictive Covenants, the Company
will have the right and remedy to require the Executive to account for and pay
over to the Company all compensation, profits, monies, accruals, increments or
other benefits derived or received by the Executive as the result of such
breach.  This right and remedy will be in
addition to, and not in lieu of, any other rights and remedies available to the
Company under law or in equity.


 


5.6.4.  Enforceability.  If any court holds the Restrictive Covenants
unenforceable by reason of their breadth or scope or otherwise, it is the
intention of the parties hereto that such determination not bar or in any way
affect the right of the Company to the relief provided above in the courts of
any other jurisdiction within the geographic scope of such Restrictive
Covenants.


 


5.6.5.  Disclosure of Restrictive Covenants.  The Executive agrees to disclose the
existence and terms of the Restrictive Covenants to any employer that the
Executive may work for during the Restricted Period.


 


5.6.6.  Extension of Restricted Period.  If the Executive breaches Section 5.1 in
any respect, the restrictions contained in that section will be extended for a
period equal to the period that the Executive was in breach.


 


6.     Change
in Control.


 


6.1.           Certain Terminations Following a Change in Control.  If the Executive’s
employment with the Company ceases within eighteen months following a Change in
Control (as defined below) as a result of a termination by the Company without
Cause (not including, solely for purposes of this Section 6, a termination
as a result of the Executive’s death or Disability) or a resignation by the
Executive for Good Reason, then:


 


6.1.1.      the
Restricted Period will be extended by eighteen months;


 


6.1.2.  subject to Section 8 and in lieu of the payments
and benefits provided for in Section 4.2, (a) the Company will pay to
the Executive a cash amount equal to pro-rata portion of the target Annual
Bonus for the calendar year in which the


 


11

















 


termination occurs, determined by multiplying the
target Annual Bonus by a fraction, the numerator of which is the number of days
during the year that transpired before the date of the Executive’s termination
of employment and the denominator of which is 365, (b) the Company will
pay to the Executive a cash amount equal to the sum of (i) 2.5 times the Executive’s
Base Salary as in effect on such date, and (ii) 2.5 times the target
Annual Bonus amount applicable for the calendar year in which the termination
occurs, (c) to the extent not previously paid, the Company will pay to the
Executive any Annual Bonus payable with respect to a calendar year that ended
prior to that termination, (d) all outstanding stock options then held by
Executive (including the Stock Option) will then become fully vested and
immediately exercisable and will remain exercisable for the shorter of (i) the
30-month period immediately following the Executive’s cessation of employment,
or (ii) the period remaining until the scheduled expiration of the option
(determined without regard to the Executive’s cessation of employment), and (d) the
Company will pay to the Executive the additional amount, if any, payable
pursuant to Section 7 below.


 


6.2.    Definitions.  For purposes of
this Agreement, the term “Change in Control” means a change in ownership
or control of the Company effected through any of the following transactions:


 


6.2.1.  the direct or indirect acquisition by any person or
related group of persons (other than the Company or a person that directly or
indirectly controls, is controlled by, or is under common control with, the Company)
of beneficial ownership (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) of securities possessing more than
50% of the total combined voting power of the Company’s outstanding securities;


 


6.2.2.  a change in the composition of the Board over a
period of 36 months or less such that a majority of the Board members ceases,
by reason of one or more contested elections for Board membership, to be
comprised of individuals who either (a) have been board members continuously
since the beginning of such period, or (b) have been elected or nominated
for election as Board members during such period by at least a majority of the
Board members described in clause (a) who were still in office at the time
such election or nomination was approved by the Board;


 


6.2.3.  the consummation of any consolidation, share exchange
or merger of the Company (a) in which the stockholders of the Company
immediately prior to such transaction do not own at least a majority of the
voting power of the entity which survives/results from that transaction, or (b) in
which a stockholder of the Company who does not own a majority of the voting
stock of the Company immediately prior to such transaction, owns a majority of
the Company’s voting stock immediately after such transaction; or


 


6.2.4.  the liquidation or dissolution of the Company or any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially


 


12

















 


all the assets of the Company, including stock held in
subsidiary corporations or interests held in subsidiary ventures.


 


7.     Parachute
Payments.


 


7.1.           Generally.  All amounts payable
to the Executive under this Agreement will be made without regard to whether
the deductibility of such payments (considered together with any other
entitlements or payments otherwise paid or due to the Executive) would be
limited or precluded by Section 280G of the Code and without regard to
whether such payments would subject the Executive to the excise tax levied on
certain “excess parachute payments” under Section 4999 of the Code (the “Parachute
Excise Tax”).


 


7.2.           Gross-Up.  If all or any portion of the payments or
other benefits provided under any section of this Agreement, either alone or
together with any other payments and benefits which the Executive receives or
is entitled to receive from the Company or its affiliates (whether paid or
payable or distributed or distributable) pursuant to the terms of this Agreement
or otherwise pursuant to or by reason of any other agreement, policy, plan,
program or arrangement, including without limitation any stock option, stock
appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or exercisability of any of the foregoing (the “Payment”)
would result in the imposition of a Parachute Excise Tax, the Executive will be
entitled to an additional payment (the “Gross-up Payment”) in an amount such
that the net amount of the Payment and the Gross-up Payment retained by the
Executive after the calculation and deduction of all excise taxes (including
any interest or penalties imposed with respect to such taxes) on the Payment
and all federal, state and local income tax, employment tax and excise tax
(including any interest or penalties imposed with respect to such taxes) on the
Gross-up Payment provided for in this Section 7.2, and taking into account
any lost or reduced tax deductions on account of the Gross-up Payment, shall be
equal to the Payment.


 


7.3.           Measurements and Adjustments.  The determination
of the amount of the payments and benefits paid and payable to the Executive
and whether and to what extent payments under Section 7.2 are required to
be made will be made at the Company’s expense by an independent auditor
selected by mutual agreement of the Company and the Executive, which auditor
shall provide Executive and the Company with detailed supporting calculations
with respect to its determination within fifteen (15) business days of the
receipt of notice from the Executive or the Company that the Executive has
received or will receive a payment that is potentially subject to the Parachute
Excise Tax.  For the purposes of
determining whether any payments will be subject to the Parachute Excise Tax
and the amount of such Parachute Excise Tax, such payments will be treated as “parachute
payments” within the meaning of section 280G of the Code, and all “parachute
payments” in excess of the “base amount” (as defined under section 280G(b)(3) of
the Code) shall be treated as subject to the Parachute Excise tax, unless and
except to the extent that in the opinion of the accountants such payments (in
whole or in part) either do not constitute “parachute payments” or represent
reasonable compensation for services actually rendered (within the meaning of
section 280G(b)(4) of the Code) in excess of the “base amount,” or such “parachute
payments” are


 


13

















 


otherwise not subject to such
Parachute Excise Tax.  For purposes of
determining the amount of the Gross-up Payment, if any, the Executive shall be
deemed to pay federal income taxes at the highest applicable marginal rate of
federal income taxation for the calendar year in which the gross-up payment is
to be made and to pay any applicable state and local income taxes at the
highest applicable marginal rate of taxation for the calendar year in which the
gross-up payment is to be made, net of the maximum reduction in federal income
taxes which could be obtained from the deduction of such state or local taxes
if paid in such year (determined without regard to limitations on deductions
based upon the amount of the Executive’s adjusted gross income); and to have
otherwise allowable deductions for federal, state and local income tax purposes
at least equal to those disallowed because of the inclusion of the Gross-up
Payment in the Executive’s adjusted gross income.  Any Gross-up Payment shall be paid by the
Company at the time the Executive is entitled to receive the Payment.  Any determination by the auditor shall be
binding upon the Company and the Executive.


 


7.4.           In the event of any underpayment or overpayment to the
Executive (determined after the application of Section 7.2), the amount of
such underpayment or overpayment will be, as promptly as practicable, paid by
the Company to the Executive or refunded by the Executive to the Company, as
the case may be, with interest at the applicable federal rate specified in Section 7872(f)(2) of
the Code.


 


8.     Timing
of Payments Following Termination.


 


8.1.           Notwithstanding any provision of this Agreement, the
payments and benefits described in Sections 4.2, 6 and 7 are conditioned on the
Executive’s execution and delivery to the Company, within 60 days following his
cessation of employment, of a release substantially identical to that attached
hereto as Exhibit I in a manner consistent with the requirements of
the Older Workers Benefit Protection Act (the “Mutual Release”).  The amounts described in Sections 4.2.1 and
6.1.2 will be paid in a lump sum, on the eighth day following the Executive’s
execution and delivery of the Mutual Release (provided that the Mutual Release
has not been revoked by the Executive). 
The Company covenants that if the Executive executes the Mutual Release,
the Company will also execute the Mutual Release.


 


8.2.           IRC Section 409A. To the extent compliance with the requirements of Treas.
Reg. §1.409A-3(i)(2) or any successor provision  is necessary to avoid the application of an
additional tax under Section 409A of the Code on payments due to the
Executive upon or following his separation from service, then, notwithstanding
any other provision of this Agreement (or any otherwise applicable plan,
policy, agreement or arrangement), any such payments that are otherwise due
within six months following the Executive’s separation from service will be
deferred (without interest) and paid to the Executive in a lump sum immediately
following that six month period.


 


14

















 


9.                                            Miscellaneous.


 


9.1.           No Liability of Officers and Directors for Severance Upon
Insolvency.  Notwithstanding any other provision of the
Agreement and intending to be bound by this provision, the Executive hereby (a) waives
any right to claim payment of amounts owed to him, now or in the future,
pursuant to this Agreement from directors or officers of the Company if the
Company becomes insolvent, and (b) fully and forever releases and
discharges the Company’s officers and directors from any and all claims,
demands, liens, actions, suits, causes of action or judgments arising out of
any present or future claim for such amounts.


 


9.2.           Other Agreements.  The Executive
represents and warrants to the Company that there are no restrictions, agreements
or understandings whatsoever to which he is a party that would prevent or make
unlawful his execution of this Agreement, that would be inconsistent or in
conflict with this Agreement or Executive’s obligations hereunder, or that
would otherwise prevent, limit or impair the performance by Executive of his
duties under this Agreement.


 


9.3.           Successors and Assigns. The Company may assign this Agreement to any successor to
all or substantially all of its assets and business by means of liquidation,
dissolution, merger, consolidation, transfer of assets, or otherwise.  The duties of the Executive hereunder are
personal to the Executive and may not be assigned by him.


 


9.4.           Governing Law.  This Agreement
shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania without regard to the principles of conflicts of
laws.


 


9.5.           Enforcement.  Any legal
proceeding arising out of or relating to this Agreement will be instituted in
the United States District Court for the Eastern District of Pennsylvania, or
if that court does not have or will not accept jurisdiction, in any court of
general jurisdiction in the Commonwealth of Pennsylvania, and the Executive and
the Company hereby consent to the personal and exclusive jurisdiction of such
court(s) and hereby waive any objection(s) that they may have to
personal jurisdiction, the laying of venue of any such proceeding and any claim
or defense of inconvenient forum.


 


9.6.           Waivers; Separability.  The waiver by
either party hereto of any right hereunder or any failure to perform or breach
by the other party hereto shall not be deemed a waiver of any other right
hereunder or any other failure or breach by the other party hereto, whether of
the same or a similar nature or otherwise. 
No waiver shall be deemed to have occurred unless set forth in a writing
executed by or on behalf of the waiving party. 
No such written waiver shall be deemed a continuing waiver unless
specifically stated therein, and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of such
term or condition for the future or as to any act other than that specifically
waived.  If any provision of this
Agreement shall be declared to be invalid or unenforceable, in whole or in
part, such invalidity or unenforceability shall not affect the remaining
provisions hereof which shall remain in full force and effect.


 


15

















 


9.7.           Notices.  All notices and communications that are
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given when hand-delivered or sent by first-class,
registered or certified mail, nationally recognized overnight delivery service,
or by facsimile with a machine-generated confirmation (and with a confirmation
copy sent by one of the other methods listed above) to the other party at the
address set forth below:


 


If to
the Company, to:


 


Neose
Technologies, Inc.

102 Rock Road

Horsham PA 19044

Attn: General Counsel

Fax: 215-315-9200


 


With a
copy to:


 


Pepper
Hamilton LLP

3000 Two Logan Square

18th & Arch Streets

Philadelphia, PA 19103

Attn: Barry M. Abelson, Esquire

Fax: 215-981-4750


 


If to
Executive, to:


 


George
J. Vergis, Ph.D.

204 Weeks Pond Road


New
Hope, PA  18938


 


With a
copy to:

Edmonds & Co., P.C.


420
Fifth Avenue, 25th Floor


New
York, New York  10018


Attn: Robert C. Edmonds, Esq.


Fax:
212-703-5440


 


or to such other address
as may be specified in a notice given by one party to the other party
hereunder.


 


9.8.           Entire Agreement; Amendments.  As of the Effective
Date, this Agreement and the attached exhibits contain the entire
agreement and understanding of
the parties hereto relating to the subject matter hereof, and merges and
supersedes all prior and contemporaneous discussions, agreements and
understandings of every nature relating to the subject matter (including,
without limitation, that certain letter agreement between the Executive and the
Company dated July 2, 2001 and that certain Change in Control Agreement
between the Executive and the Company dated October 11, 2002).  This


 


16

















 


Agreement may not be changed
or modified, except by an Agreement in writing signed by each of the parties
hereto.


 


9.9.           Withholding.  The Company will
withhold from any payments due to Executive, all taxes, FICA or other amounts
required to be withheld pursuant to any applicable law.


 


9.10.  Headings
Descriptive.  The headings of sections and paragraphs of
this Agreement are inserted for convenience only and shall not in any way
affect the meaning or construction of any provision of this Agreement.


 


9.11.  Counterparts.  This Agreement may
be executed in multiple counterparts, each of which will be deemed to be an
original, but all of which together will constitute but one and the same
instrument.


 


[This
space left blank intentionally; signature page follows.]


 


17

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.


 


	
   

  	
  NEOSE
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ A. Brian Davis

  
	
   

  	
   

  	
       A. Brian Davis

  
	
   

  	
   

  	
       Senior Vice
  President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
      /s/
  George J. Vergis

  
	
   

  	
  GEORGE J. VERGIS, PH.D.

  



 


18
















 


Exhibit I


 


Mutual Release and
Non-Disparagement Agreement


 


THIS MUTUAL RELEASE AND
NON-DISPARAGEMENT AGREEMENT (this “Mutual Release”) is made as of the
       day of
              ,
           by and between
GEORGE J. VERGIS, Ph.D. (“Executive”) and NEOSE TECHNOLOGIES, INC. (the “Company”).


 


WHEREAS, Executive’s
employment with the Company has ceased; and


 


WHEREAS, Executive has
resigned as an officer and/or director of the Company and each of its
subsidiaries and affiliates; and


 


WHEREAS, pursuant to Section[s]
4[[,] [and] 6 [and 7]] of the Amended and Restated Employment Agreement by and
between the Company and Executive dated April 30, 2007 (the “Employment
Agreement”), the Company has agreed to pay Executive certain amounts and to
provide him with certain rights and benefits, subject to the execution of this
Mutual Release.


 


NOW THEREFORE, in
consideration of these premises and the mutual promises contained herein, and
intending to be legally bound hereby, the parties agree as follows:


 


SECTION 1.           Consideration.  Executive acknowledges that: (i) the
payments, rights and benefits set forth in Section[s] 4[[,] [and] 6 [and 7]] of
the Employment Agreement constitute full settlement of all his rights under the
Employment Agreement, (ii) he has no entitlement under any other severance
or similar arrangement maintained by the Company, and (iii) except as
otherwise provided specifically in this Mutual Release, the Company does not
and will not have any other liability or obligation to Executive.  Executive further acknowledges that, in the
absence of his execution of this Mutual Release, the benefits and payments
specified in Section[s] 4[[,] [and] 6 [and 7]] of the Employment Agreement
would not otherwise be due to Executive.


 


SECTION 2.           Mutual Release and
Covenant Not to Sue.


 


2.1.          The Company (including
for purposes of this Section 2.1, its parents, affiliates and
subsidiaries) hereby fully and forever releases and discharges Executive (and
his heirs, executors and administrators), and Executive hereby fully and
forever releases and discharges Company (including all predecessors and
successors, assigns, officers, directors, trustees, employees, agents and
attorneys, past and present) from any and all claims, demands, liens,
agreements, contracts, covenants, actions, suits, causes of action,
obligations, controversies, debts, costs, expenses, damages, judgments, orders
and liabilities, of whatever kind or nature, direct or indirect, in law, equity
or otherwise, whether known or unknown, arising through the date of this Mutual
Release, out of Executive’s employment by the Company or the termination
thereof, including, but not limited to, any claims for relief or causes of
action under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.,
or any other federal, state or local statute, ordinance or regulation regarding
discrimination in employment and any claims, demands or actions based upon
alleged wrongful or retaliatory discharge or breach of contract under any state
or federal law.


 


2.2.          Executive expressly
represents that he has not filed a lawsuit or initiated any other
administrative proceeding against the Company (including for purposes of this Section 2.2,
its parents, affiliates and subsidiaries) and that he has not assigned any
claim against the Company or any affiliate to any other person or entity.  The Company expressly represents that it has
not 


 

















 


filed a lawsuit or initiated any other administrative proceeding
against Executive and that it has not assigned any claim against Executive to
any other person or entity.  Both
Executive and the Company further promise not to initiate a lawsuit or to bring
any other claim against the other arising out of or in any way related to
Executive’s employment by the Company or the termination of that employment.  This Mutual Release will not prevent
Executive from filing a charge with the Equal Employment Opportunity Commission
(or similar state agency) or participating in any investigation conducted by
the Equal Employment Opportunity Commission (or similar state agency);
provided, however, that any claims by Executive for personal relief in
connection with such a charge or investigation (such as reinstatement or
monetary damages) would be barred.


 


2.3.          The foregoing will not
be deemed to release the Executive or the Company from (a) claims solely
to enforce this Mutual Release, (b) claims solely to enforce Sections 4,
5, [6], [7] or 9 of the Employment Agreement, or (c) claims solely to
enforce the terms of any equity incentive award agreement between Executive and
the Company, or (d) claims for indemnification under the Company’s
By-Laws, under any indemnification agreement between the Company and Executive
or under any similar agreement.


 


SECTION 3.           Restrictive
Covenants.  Executive acknowledges
that restrictive covenants contained in Section 5 of the Employment
Agreement will survive the termination of his employment.  Executive affirms that those restrictive
covenants are reasonable and necessary to protect the legitimate interests of
the Company, that he received adequate consideration in exchange for agreeing
to those restrictions and that he will abide by those restrictions.


 


SECTION 4.           Non-Disparagement.  The Company (meaning, solely for this
purpose, the Company’s directors and executive officers and other individuals
authorized to make official communications on the Company’s behalf) will not
disparage Executive or Executive’s performance or otherwise take any action
which could reasonably be expected to adversely affect Executive’s personal or
professional reputation.  Similarly,
Executive will not disparage the Company or any of its directors, officers,
agents or employees or otherwise take any action which could reasonably be
expected to adversely affect the reputation of the Company or the personal or
professional reputation of any of the Company’s directors, officers, agents or
employees.


 


SECTION 5.           Cooperation.  Executive further agrees that, subject to
reimbursement of his reasonable expenses, he or she will cooperate fully with
the Company and its counsel with respect to any matter (including litigation,
investigations, or governmental proceedings) which relates to matters with
which Executive was involved during his employment with the Company.  Executive shall render such cooperation in a
timely manner on reasonable notice from the Company.


 


SECTION 6.           Rescission Right.  Executive expressly acknowledges and recites
that (a) he has read and understands the terms of this Mutual Release in
its entirety, (b) he has entered into this Mutual Release knowingly and
voluntarily, without any duress or coercion; (c) he has been advised
orally and is hereby advised in writing to consult with an attorney with
respect to this Mutual Release before signing it; (d) he was provided
twenty-one (21) calendar days after receipt of the Mutual Release to consider
its terms before signing it; and (e) he or she is provided seven (7) calendar
days from the date of signing to terminate and revoke this Mutual Release, in
which case this Mutual Release shall be unenforceable, null and void.  Executive may revoke 


 

















 


this Mutual Release during those seven (7) days by hand delivering
written notice of revocation to the Company at the address specified in Section 9.7
of the Employment Agreement.


 


SECTION 7.           Challenge.  If Executive violates or challenges the
enforceability of any provisions of the Restrictive Covenants or this Mutual
Release, no further payments, rights or benefits under Section[s] [4.2[[,]
[and] 6 [and 7]] of the Employment Agreement will be due to Executive.


 


SECTION 8.           Miscellaneous.


 


8.1           No Admission of
Liability.  This Mutual Release is
not to be construed as an admission of any violation of any federal, state or
local statute, ordinance or regulation or of any duty owed by the Company to
Executive.  There have been no such
violations, and the Company specifically denies any such violations.


 


8.2           No Reinstatement.  Executive agrees that he or she will not
apply for reinstatement with the Company or seek in any way to be reinstated,
re-employed or hired by the Company in the future.


 


8.3           Successors and
Assigns.  This Mutual Release shall
inure to the benefit of and be binding upon the Company and Executive and their
respective successors, executors, administrators and heirs.  Executive not may make any assignment of this
Mutual Release or any interest herein, by operation of law or otherwise.  The Company may assign this Mutual Release to
any successor to all or substantially all of its assets and business by means
of liquidation, dissolution, merger, consolidation, transfer of assets, or
otherwise.


 


8.4           Severability.  Whenever possible, each provision of this
Mutual Release will be interpreted in such manner as to be effective and valid
under applicable law.  However, if any
provision of this Mutual Release is held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
will not affect any other provision, and this Mutual Release will be reformed,
construed and enforced as though the invalid, illegal or unenforceable
provision had never been herein contained.


 


8.5           Entire Agreement;
Amendments.  Except as otherwise
provided herein, this Mutual Release contains the entire agreement and
understanding of the parties hereto relating to the subject matter hereof, and
merges and supersedes all prior and contemporaneous discussions, agreements and
understandings of every nature relating subject matter hereof.  This Mutual Release may not be changed or
modified, except by an Agreement in writing signed by each of the parties hereto.


 


8.6           Governing Law.  This Mutual Release shall be governed by, and
enforced in accordance with, the laws of the Commonwealth of Pennsylvania
without regard to the application of the principles of conflicts of laws.


 


8.7           Counterparts and
Facsimiles.  This Mutual Release may
be executed, including execution by facsimile signature, in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.


 


[This space left
blank intentionally; signature page follows.]


 

















 


IN WITNESS WHEREOF, the
Company has caused this Mutual Release to be executed by its duly authorized
officer, and Executive has executed this Mutual Release, in each case as of the
date first above written.


 


	
   

  	
  NEOSE TECHNOLOGIES,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  A. Brian Davis

  
	
   

  	
   

  	
  Senior Vice
  President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  GEORGE VERGIS