EXHIBIT 10.45


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


October 12, 2004


BY FAX and FEDERAL EXPRESS


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


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


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

	
  
Re:
  	
  
Research,   Development and License Agreement Among Neose Technologies, Inc. and Novo   Nordisk A/S and Novo Nordisk Health Care AG dated as of November 17, 2003, as   amended by letter agreement of December 18, 2003 (the “Agreement”) (relating   to ******)
  




Ladies and Gentlemen:


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

	
   
  	
  
1.
  	
  
Section 3.2   of the Agreement is hereby amended and restated in its entirety as follows:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	

Milestone Payments Relating to Development of the New Product.  In consideration of the development   efforts of Neose under the Work Plan, Novo shall pay Neose the amount of each   milestone payment set forth in this Section 3.2 with respect to the   development of the New Product.  With   respect to the milestone payment described in Section 3.2.0, the   Parties agree that Neose shall 
  



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









Neose Technologies, Inc.
 October 12, 2004
 Page 2

	
  
 
  	
  
 
  	
  
have earned   the right to receive the milestone payment, and Novo shall be obligated to   pay the milestone payment and shall have met its diligence obligations with   respect to that milestone, as a result of the achievement of the milestone   event.  With respect to the milestone   payments described in Sections 3.2.1 through 3.2.7,  the Parties agree that Neose shall have   earned the right to receive a milestone payment, and Novo shall be obligated   to pay the milestone payment and shall have met its diligence obligations   with respect to the milestone, in each case, as a result of either (i) the   achievement of the milestone event prior to the occurrence of the   corresponding anniversary date or (ii) the occurrence, alone, of the   corresponding anniversary date.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.
  	
  
A new   Section 3.2.0 shall be added before Section 3.2.1 of the Agreement as   follows:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
****** for   the achievement of ******, defined as ****** of New Product ****** in ******   when compared to Novo Materials ****** as follows: ****** and the ****** of   New Product ******, using the ****** attached hereto, entitled:  ******. The New Product and Novo Materials   will be administered in ******.
  




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


Sincerely yours,


Jannie Fuhlendorff
 Scientific Licensing
 Novo Nordisk A/S


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








Neose Technologies, Inc.
 October 12, 2004
 Page 3

	
  
ACCEPTED AND   AGREED:
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
NEOSE TECHNOLOGIES INC.
  	
  
 
  	
  
NOVO NORDISK A/S
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ ROBERT I. KRIEBEL
  	
  
 
  	
  
By:
  	
  
/s/ MADS KROGSGAARD THOMSEN
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  


  
	
  
Name:
  	
  
Robert I.   Kriebel
  	
  
 
  	
  
Name: 
  	
  
Mads   Krogsgaard Thomsen
  
	
  Title:
  	
  
Senior Vice   President & CFO
  	
  
 
  	
  
Title:
  	
  
Executive   Vice President
  
	
  
November 9,   2004
  	
  
 
  	
  
 
  	
  
 
  
	 	 	 	 
	
  
 
  	
  
 
  	
  
 
  	
  
NOVO NORDISK HEALTH   CARE AG
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ KLAUS EHRLICH
  
	
   
  	
   
  	
   
  	
   
  	
  


  
	
   
  	
   
  	
   
  	
  Name:
  	
  Klaus   Ehrlich
  
	
   
  	
   
  	
   
  	
  Title:
  	
  Senior Vice   President
  



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