Exhibit 10.46

# ADDENDUM 3 TO
MARTEK BIOSCIENCES CORPORATION/
GIST-BROCADES S.p.A.

ARA PURCHASE AND PRODUCTION AGREEMENT

This  Addendum  3 to  that  certain  ARA  Purchase  Agreement  dated  December  31,  1996  (the  "Purchase
Agreement"),  is made and entered into this 14th day of June, 2002 (this "Addendum"),  by and between (i) DSM Capua
S.p.A.  a  corporation  organized  and  existing  under the laws of Italy with its  principal  place of business at
Strada  Statale Appia 46-48,  81043 Capua,  Italy  ("DSM"),  and (ii) Martek  Biosciences  Corporation,  a Delaware
corporation having its principal place of business at 6480 Dobbin Road, Columbia,  Maryland 21045 ("Martek"),  who,
intending to be legally bound, hereby agree as follows:

## 1.        INTRODUCTION

Martek and  Gist-Brocades  B.V.  entered  into the  Purchase  Agreement,  and  subsequently  entered  into
Addendum 1 to the  Purchase  Agreement,  effective  January 10,  1997,  by which  Gist-Brocades  B.V.  assigned the
Purchase Agreement to its affiliate, Gist Brocades S.p.A.

1.1        Martek and Gist Brocades S.p.A. entered into Addendum 2 to the Purchase Agreement effective March 5,
        1998, for purposes of memorializing and implementing the terms of settlement of a dispute between them
        concerning the scope of U.S. Patent No. 5,658,757.

1.2        
Gist Brocades S.p.A. has subsequently changed its name into DSM Capua S.p.A.

1.3        
DSM N.V. subsequently changed the name of Gist-Brocades S.p.A. to DSM Capua S.p.A

1.4        
Martek and DSM now wish to enter into this Addendum 3 to the Purchase Agreement
for purposes of memorializing and implementing certain modifications and
additions to the Purchase Agreement.

1.5        Capitalized terms, unless otherwise defined herein, shall have the definitions given in the Purchase
        Agreement.

## 2.        SAVINGS ACCOUNT

2.1        
The parties acknowledge that the payments made by Martek for Units of ARA
purchased from DSM to date pursuant to Section 8.2 of the Purchase Agreement
have been less than the GB Costs per Unit of ARA plus an additional markup of *
of GB Costs per Unit of ARA for such Units of ARA, and, pursuant to Section 8.5
of the Purchase Agreement, DSM has maintained records of the difference, such
difference hereinafter referred to as the Savings Account.

2.2        
Section 8.1(b) of the Purchase Agreement obligates DSM to pay Martek * within
thirty (30) days after the date of issuance by the European Patent Office of the
first ARA Patent that would be infringed by continued manufacture, use or sale
of ARA by DSM. Although the European Patent Office issued patent no. 0568608 on
September 6, 2000, the * obligation remains unpaid on the effective date of this
Addendum.

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*The asterisk denotes that
confidential portions of this exhibit have been omitted in reliance on Rule
24b-2 of the Securities Exchange Act of 1934. The confidential portions have
been submitted separately to the Securities and Exchange Commission.

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2.3        
The parties agree that the Savings Account shall be calculated and maintained in
U.S. Dollars and that amounts that were recorded in the Savings Account in any
currency other than US Dollars as of the effective date of this Addendum shall
be converted into US Dollars at the applicable average annual exchange rate
published by the Federal Reserve Board for the calendar year each of the amounts
was incurred by DSM in accordance with generally accepted accounting principles
and that the amounts set forth on Exhibit I attached hereto reflect all such
currency conversions. DSM shall convert any and all GB Costs that are incurred
after the effective date of this Agreement in any currency other than US Dollars
into US Dollars at the applicable exchange rate published by the Federal Reserve
Board on the date such costs are incurred by DSM in accordance with generally
accepted accounting principles. The same exchange rate shall be used for any
portion of such GB Costs that are recorded in the Savings Account.

2.4        
The parties acknowledge that in 1999 DSM experienced a production variance
compared to budgeted GB Costs. Martek agrees to accept such production variance
as an inclusion in GB Costs but the GB Costs related to such production variance
shall not be subject to the * markup otherwise permitted pursuant to Section 8.2
of the Purchase Agreement.

2.5.        
The parties acknowledge that in 2000 and 2001, DSM experienced a production
variance compared to budgeted GB Costs due to lower than expected yields of ARA
in the production process. Martek and DSM agree to accept a * production
variance as an inclusion in GB Costs for 2000 and 2001. The production variance
in excess of * but up to and including * for such years shall be included in GB
Costs but the GB Costs related to such production variance shall not be subject
to the * markup otherwise permitted pursuant to Section 8.2 of the Purchase
Agreement. A production variance for such years in excess of * shall not be
included in GB Costs and shall not be subject to the * markup otherwise
permitted pursuant to Section 8.2 of the Purchase Agreement.

2.6.        
To settle the issues outlined in Sections 2.2 through 2.5 of this Addendum, the
parties agree to the reconciliation of the Savings Account set forth on Exhibit
I hereto. Accordingly, DSM shall issue a credit to Martek in the amount *
applicable to the next purchase of ARA by Martek from DSM immediately after the
date this Addendum is fully executed by both Martek and DSM.

2.7.        
Section 8.2 of the Purchase Agreement obligates DSM to invoice Martek for all
orders in order to receive payments from Martek. On all invoices delivered to
Martek after the effective date of this Addendum, during such times when there
is a balance in the Savings Account, DSM agrees to specify the amount due and
payable by Martek and the amount related to the Units of ARA represented by the
invoice to be added to or subtracted from the Savings Account.

## 3.        Returned
materials

DSM shall have the option to (a) destroy all  quantities  of ARA that Martek has  returned  for failing to
meet the Martek  Specifications,  as defined below, (the "Returned  Material") or (b) develop procedures to further
refine or  otherwise  process the  Returned  Material  for  purposes of  producing  ARA that  satisfies  the Martek
Specifications  (the "Rework  Procedures").  The Martek  Specifications as of the date of this Addendum shall be as
set forth in Exhibit II  attached  hereto.  All costs and  expenses  that are  related to any  quantity of Returned
Material  that is  destroyed  will be the sole  responsibility  of DSM and shall not be included as GB Costs nor be
recorded in the Savings  Account.  In the event DSM further  refines the  Returned  Material so it meets the Martek
Specifications,  the costs of subsequent  refinements  and/or processing related to such salvaged Returned Material
shall not be included as GB Costs nor recorded in the Savings  Account and only the costs and  expenses  related to
the  initial  production  of the  Returned  Material  shall  be  included  in GB  Costs.  Martek  shall be under no
obligation  to  ultimately  accept any  re-refined  and/or  reprocessed  Returned  Materials  unless such  Returned
Materials meet the Martek  Specifications and the Rework Procedures  performed are accepted by Martek's  customers.
Martek  will work in good faith  with DSM to  co-develop  analytical  procedures  to gain  acceptance  by  Martek's
customers for any Rework  Procedures that allow rejected  material to be re-processed  into material that meets the
Martek  Specifications.  If the Returned  Material meets the  Specifications  but the Rework Procedures do not gain
the approval of Martek's  customers,  Martek shall use reasonable  commercial  efforts to work with DSM to sell the
Returned  Material for uses other than for infant  formula,  but shall not be obligated to make any such sale.  For
any Returned  Material  ultimately  purchased by Martek,  the purchase price of such Returned  Material shall be as
set forth in Section 8.2 of the Purchase Agreement, as amended.

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*The asterisk denotes that
confidential portions of this exhibit have been omitted in reliance on Rule
24b-2 of the Securities Exchange Act of 1934. The confidential portions have
been submitted separately to the Securities and Exchange Commission.

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## 4.        Production
variances

For 2002 and all subsequent years, Martek and DSM agree to accept a * production variance as an
inclusion in GB Costs no matter the cause or reason for such variance. The production variance in any such year
in excess of * but up to and including * shall be included in GB Costs but the GB Costs related to such
production variance shall not be subject to the * markup otherwise permitted pursuant to Section 8.2 of the
Purchase Agreement, as amended,. A production variance in any such year in excess of * shall not be included in
GB Costs and shall not be subject to the * markup otherwise permitted pursuant to Section 8.2 of the Purchase
Agreement, as amended,.

## 5.        Forecast / Working
Capital reimbursement

In accordance with Section
7.4 of the Purchase Agreement, Martek is obligated to provide certain forecasts
of its demand for quantities of ARA to be produced by DSM. In addition to the
procedures specified therein, no later than thirty (30) days prior to the start
of each new calendar quarter subsequent to the date of this Addendum, Martek
shall provide a forecast of the number of Units of ARA it expects to order from
DSM in such quarter. In the event Martek does not meet its forecasted demand for
such quarter, DSM shall be entitled to invoice Martek for such quarter a working
capital charge equal to the price of the number of Units of ARA by which Martek
failed to meet its forecasted demand for such quarter by twenty-five percent
(25%) of the sum of (a) the average Euribor rate during such quarter plus (b)
four percent (4%) in order to compensate DSM for the inventory purchase
shortfall. Furthermore, DSM shall be entitled to invoice Martek in each
subsequent quarter during the term of this Purchase Agreement for the remaining
portion of such inventory shortfall not purchased by Market in a subsequent
quarter, a working capital charge equal to the price of the remaining number of
Units of ARA not subsequently purchased by Martek by twenty-five percent (25%)
of the sum of (a) the average Euribor rate during such quarter plus (b) four
percent (4%) in order to compensate DSM for the remaining inventory purchase
shortfall. In the case of shortfalls for multiple quarters, for purposes of
calculating the applicable working capital charge, it shall be assumed that the
earliest to occur shortfalls shall be the first to be relieved by subsequent
purchases of ARA by Martek, Martek shall pay DSM for any amounts so invoiced
within thirty (30) days of its receipt of such invoice.

## 6.        PRODUCTION
COST REDUCTIONS AND IMPROVEMENTS

6.1        
The parties agree that the Committee, formed in accordance with Section 4.1 of
the Purchase Agreement, shall (a) make the reduction of costs related to the
production of ARA a high priority matter to be handled directly by the Committee
or, at the Committees discretion, by a subcommittee that they appoint and
(b) place a status report on cost reduction efforts on the agenda for each
meeting of the Committee until the Committee determines that reasonable cost
reductions have been achieved. Each year the Committee shall prepare a budget,
of up to * of the previous years sales of ARA by DSM to Martek, for the
cost reduction program. The Committee shall determine how and to what extent the
budget is actually spent and such budget shall be funded in equal amounts by DSM
and Martek. Any such sums spent pursuant to this Section 6.1 shall not be
considered GB Costs.

6.2        
The proprietary rights in any improvements to the manufacturing process for ARA
developed pursuant to Section 6.1 above and any improvements to the
manufacturing process for ARA that are actually implemented that have been
incidentally discovered or developed without going through the process set forth
in Section 6.1 above, shall be jointly owned by DSM and Martek and shall be
considered jointly owned Confidential Information.

6.3        *

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*The asterisk denotes that
confidential portions of this exhibit have been omitted in reliance on Rule
24b-2 of the Securities Exchange Act of 1934. The confidential portions have
been submitted separately to the Securities and Exchange Commission.

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6.4        Section 4.5 of the Purchase Agreement is hereby deleted in its entirety.

7.        Extension of Purchase Agreement

Martek  and DSM shall use  reasonable  commercial  efforts  to  negotiate  an  extension  of the  Purchase
Agreement,  as amended,  in a form  acceptable  to both  parties,  or a joint  venture  acceptable to both parties,
within six (6) months after the date this  Addendum is signed by both Martek and DSM.  Notwithstanding  anything to
the contrary  contained  herein,  neither party shall be obligated to enter into any such extension of the Purchase
Agreement, as amended, or into any joint venture.

## 8.        
Ratification.

Except as expressly  modified by Addendum 1, Addendum 2 and by this Addendum 3, the parties  hereby ratify
and confirm the validity of the Purchase Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum 3 as of the date first written above.

|MARTEK
BIOSCIENCES CORPORATION (Martek) |  | DSM CAPUA S.P.A
|--------------------------------------- |  | ---------------
|By:                                     |  | By:            
|Title:                                  |  | Title:         
|Date:                                   |  | Date:          

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*The asterisk denotes that
confidential portions of this exhibit have been omitted in reliance on Rule
24b-2 of the Securities Exchange Act of 1934. The confidential portions have
been submitted separately to the Securities and Exchange Commission.

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Exhibit I

Reconciliation of Savings Account

*

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*The asterisk denotes that
confidential portions of this exhibit have been omitted in reliance on Rule
24b-2 of the Securities Exchange Act of 1934. The confidential portions have
been submitted separately to the Securities and Exchange Commission.

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Exhibit II

Martek
Specifications

*

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*The asterisk denotes that
confidential portions of this exhibit have been omitted in reliance on Rule
24b-2 of the Securities Exchange Act of 1934. The confidential portions have
been submitted separately to the Securities and Exchange Commission.

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