EXHIBIT
10.2


 


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”), Novo Nordisk
A/S, a limited liability company organized under the laws of Denmark (“Buyer”)
and George J. Vergis (“Employee”).


 


All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Novo 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 “Novo 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 BioGeneriX AG (“BGX”)
pursuant to an asset purchase agreement, dated as of September 17, 2008
(the “BGX 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 Novo Field of Use (the “Novo 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 that it relates to the Novo Restricted Business.


 

















 


NOW,
THEREFORE, in consideration of the mutual covenants of the
parties set forth in this Assignment, the Novo 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 Novo Restricted
Business.  As a result, as of the Closing
Date, among others as provided for in the Non-Compete, Employee agrees with
Buyer:


 


(a)           not to engage or
participate in any business competitive with the Novo 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 Novo
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 Novo 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.  “Retained Neose
Field of Use” means the exploitation of non-GlycoPEGylated glycolipids or
oligosaccharides, 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
Novo 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 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 Novo 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.


 


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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 Novo 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOVO NORDISK A/S

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jesper Brandgaard

  
	
   

  	
  Name: Jesper Brandgaard

  
	
   

  	
  Title: Chief Financial
  Officer

  



 


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


 

















 


	
   

  	
  GEORGE J. VERGIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
       /s/ George J. Vergis

  



 


SIGNATURE PAGE TO
ASSIGNMENT OF NON-COMPETE (NOVO/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


 


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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
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 


 


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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-


 


11

















 


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 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.


 


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 


 


14

















 


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.


 


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 


 


15

















 


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


 


16

















 


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