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Exhibit 10.1
 Second Amendment to the ARA Alliance, Purchase, and Production
Agreement
 , DSM Food Specialties B.V. Besloten Vennootschap MARTEK BIOSCIENCES CORPORATION
  WHEREAS
 WHEREAS
 NOW, THEREFORE
  1. Definitions .
 A.
       1




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B.
    
    The following subsections of Section 2 of the Agreement are hereby deleted in their entirety
and replaced with the following:
 2.49
    
    DSM Mark Up shall have the meaning set forth in Section 6.1.2.68
    
    Fixed Budget Price shall be determined as specified in Section 6.1.2.132
    
    Reserved.2.133
    
    Reserved.2.134
    
    Reserved.2.138
    
    Reserved.2.158
    
    Reserved.
 2. Amendment to Section 5.5 of the Agreement.
 provided however
  2




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3. Amendments to Section 6.1 of the Agreement .
   (i)
    
    For calendar year 2007, Martek will purchase a minimum of * Units of ARA from
DSM. The Fixed Budget Price per Unit of ARA for 2007 is *, consisting of a DSM Fixed
Cost per Unit of ARA of *, plus a DSM Variable Cost per Unit of ARA of*, plus a DSM
Mark Up per Unit of ARA of *. Martek will have the right to purchase up to an
additional * Units of ARA during 2007 at a Fixed Budget Price per Unit of ARA of *,
consisting of a DSM Variable Cost per Unit of ARA of *, plus a DSM Mark Up per Unit of
ARA of *.(ii)
    
    For calendar year 2008, Martek will purchase a minimum of * Units of ARA
from DSM. The Fixed Budget Price per Unit of ARA for 2008 will be calculated as
follows:
 (a)
    
    The DSM Fixed Cost per Unit of ARA, which shall be
an agreed amount of *, subject to any inflation adjustment as provided in
Section 6.1(n)(x) below; plus(b)
    
    The 2008 DSM Variable Cost per Unit of ARA, which
shall be agreed by the parties on or before January 1, 2008, but which
shall be equal to * per Unit of ARA, reduced by * of any improvements
resulting from R&D performed by either of the parties and/or incremental
process and production improvements
 i.
    
    actually implemented prior to
2008, and/orii.
    
    achieved, as established by the
R&D Committee, prior to 2008 and scheduled, as agreed upon by
the Committee, to be implemented during 2008,
  3




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and which shall be further adjusted to reflect the impact of any rate
adjustments from January 1, 2007 to be made pursuant to Section 6.1(c) of
the Agreement using the methodology outlined in Schedule 6.1(n) attached
hereto.When determining the 2008 DSM Variable Cost per Unit of ARA, the
parties will agree whether or not to fix such cost at an agreed upon risk
premium for the entire year or allow such cost to fluctuate based on any
rate adjustments to be made pursuant to Section 6.1(c) of the Agreement
using the methodology outlined in Schedule 6.1(n) attached hereto. Under
no circumstances, however, will the DSM Variable Cost per Unit of ARA for
2008 exceed * plus any agreed upon risk premium, except as adjusted
pursuant to Section 6.1(c) of the Agreement using the methodology outlined
in Schedule 6.1(n) attached hereto; plus(c)
    
    The 2008 DSM Mark Up per Unit of ARA, which will be
calculated by increasing the 2007 DSM Mark Up per Unit of ARA by * of any
reduction of DSM Variable Cost per Unit of ARA from *, calculated as
described in Section 6.1(n)(ii)(b) above, plus any inflation adjustments
as provided in Section 6.1(d)(i). Rate adjustments pursuant to Section
6.1(c) of the Agreement using the methodology outlined in Schedule 6.1(n)
attached hereto shall not be considered in such calculation.
 For 2008, Martek will have the right to purchase up to an additional * Units of ARA
at a Fixed Budget Price per Unit of ARA consisting of the DSM Variable Cost per Unit
of ARA calculated in accordance with Section 6.1(n)(ii)(b) above, plus * of the DSM
Mark Up per Unit of ARA calculated in accordance with Section 6.1(n)(ii)(c) above.(iii)
    
    For calendar year 2009, Martek may purchase up to * Units of ARA, and the
Fixed Budget Price per Unit of ARA for 2009 will be calculated as follows:
 (a)
    
    The DSM Fixed Cost per Unit of ARA, which shall be
an agreed amount of * divided by the number of Units of ARA forecasted
for purchase by Martek during 2009 as of November 1, 2008, subject to a
reconciliation based on actual 2009 purchases (to ensure that the full*
is paid) which shall be made in the first quarter of 2010, and subject
to any inflation adjustment as provided in Section 6.1(n)(x) below; plus(b)
    
    The 2009 DSM Variable Cost per Unit of ARA, which
shall be agreed by the parties on or before January 1, 2009, but which
shall be equal to * per Unit of ARA, reduced by * of any improvements
resulting from R&D performed by either of the parties and/or incremental
process and production improvements
 i.
    
    actually implemented prior to 2009, and/or
  4




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ii.
    
    achieved, as established by the
R&D Committee, prior to 2009 and scheduled, as agreed upon by
the Committee, to be implemented during 2009,
 and which shall be further adjusted to reflect the impact of any rate
adjustments from January 1, 2007 to be made pursuant to Section 6.1(c) of
the Agreement using the methodology outlined in Schedule 6.1(n) attached
hereto.When determining the 2009 DSM Variable Cost per Unit of ARA, the
parties will agree whether or not to fix such cost at an agreed upon risk
premium for the entire year or allow such cost to fluctuate based on any
rate adjustments to be made pursuant to Section 6.1(c) of the Agreement
using the methodology outlined in Schedule 6.1(n) attached hereto. Under
no circumstances, however, will the DSM Variable Cost per Unit of ARA for
2009 exceed * plus any agreed upon risk premium, except as adjusted
pursuant to Section 6.1(c) of the Agreement using the methodology outlined
in Schedule 6.1(n) attached hereto; plus(c)
    
    The 2009 DSM Mark Up per Unit of ARA, which will be
calculated by increasing the 2007 DSM Mark Up per Unit of ARA by * of any
cumulative reduction of DSM Variable Cost per Unit of ARA from *,
calculated as described in Section 6.1(n)(iii)(b) above, plus any
inflation adjustments as provided in Section 6.1(d)(i). Rate adjustments
pursuant to Section 6.1(c) of the Agreement using the methodology
outlined in Schedule 6.1(n) attached hereto shall not be considered in
such calculation.
 If Martek purchases additional Units of ARA above the amount forecasted for 2009 as
of November 1, 2008, the Fixed Budget Price per Unit of ARA for such additional
Units of ARA will consist of the DSM Variable Cost per Unit of ARA calculated in
accordance with Section 6.1(n)(iii)(b) above, plus * of the DSM Mark Up per Unit of
ARA calculated in accordance with Section 6.1(n)(iii)(c) above.(iv)
    
    For calendar year 2010, provided that the 2010 Minimum Threshold is met,
Martek may purchase between * and * Units of ARA, and the Fixed Budget Price per Unit
of ARA for 2010 will be calculated as follows:
 (a)
    
    The DSM Fixed Cost per Unit of ARA, which shall be
an agreed amount of * divided by the number of Units of ARA forecasted
for purchase by Martek during 2010 as of November 1, 2009, subject to a
reconciliation based on actual 2010 purchases (to ensure that the full *
is paid) which shall be made in the first quarter of 2011, and subject to
any inflation adjustment as provided in Section 6.1(n)(x) below; plus
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(b)
    
    The 2010 DSM Variable Cost per Unit of ARA, which
shall be agreed by the parties on or before January 1, 2010, but which
shall be equal to * per Unit of ARA, reduced by * of any improvements
resulting from R&D performed by either of the parties and/or incremental
process and production improvements
 i.
    
    actually implemented prior to
2010, and/orii.
    
    achieved, as established by the
R&D Committee, prior to 2010 and scheduled, as agreed upon by
the Committee, to be implemented during 2010,
 and which shall be further adjusted to reflect the impact of any rate
adjustments from January 1, 2007 to be made pursuant to Section 6.1(c) of
the Agreement using the methodology outlined in Schedule 6.1(n) attached
hereto.When determining the 2010 DSM Variable Cost per Unit of ARA, the
parties will agree whether or not to fix such cost for the entire year at
an agreed upon risk premium or allow such cost to fluctuate based on any
rate adjustments to be made pursuant to Section 6.1(c) of the Agreement
using the methodology outlined in Schedule 6.1(n) attached hereto. Under
no circumstances, however, will the DSM Variable Cost per Unit of ARA for
2010 exceed * plus any agreed upon risk premium, except as adjusted
pursuant to Section 6.1(c) of the Agreement using the methodology outlined
in Schedule 6.1(n) attached hereto; plus(c)
    
    The 2010 DSM Mark Up per Unit of ARA, which will be
calculated by increasing the 2007 DSM Mark Up per Unit of ARA by * of any
cumulative reduction of DSM Variable Cost per Unit of ARA from *,
calculated as described in Section 6.1(n)(iv)(b) above, plus any
inflation adjustments as provided in Section 6.1(d)(i). Rate adjustments
pursuant to Section 6.1(c) of the Agreement using the methodology
outlined in Schedule 6.1(n) attached hereto shall not be considered in
such calculation.
 If the 2010 Minimum Threshold is met and Martek purchases additional Units of ARA
above the amount forecasted for 2010 as of November 1, 2009, the Fixed Budget Price
per Unit of ARA for such additional Units of ARA will consist of the DSM Variable
Cost per Unit of ARA calculated in accordance with Section 6.1(n)(iv)(b) above, plus
* of the DSM Mark Up per Unit of ARA calculated in accordance with Section
6.1(n)(iv)(c) above.
  6




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(v)
    
    If the 2010 Minimum Threshold is not met, then the pricing provisions set
forth in this Section 6.1(n) will not apply for calendar year 2010 and the other
provisions governing the determination of the Fixed Budget Price per Unit of ARA as
set forth in Sections 6.1 through 6.4 of the Agreement shall apply. Notwithstanding
the foregoing, if, based upon Marteks good faith estimate of Marteks customers
demand for ARA products for calendar year 2010, the 2010 Minimum Threshold was not
met, but the 2010 aggregate amount of ARA Products actually purchased from Martek by
its customers during calendar year 2010 equals or exceeds * Units of ARA, then the
2010 Minimum Threshold will be considered met, the Fixed Budget Price for 2010 shall
be recalculated as if the pricing provisions set forth in this Section 6.1(n)
applied, and any over or underpayments made by Martek for 2010 purchases will be
refunded to or paid by Martek within forty-five (45) days following the end of
calendar year 2010. For 2007 (for the third and fourth quarters), 2008, 2009, 2010,
and 2011, within 45 days of the end of each calendar quarter, Martek shall provide
DSM with a written quarterly statement of its aggregate sales of ARA Products during
such quarter.(vi)
    
    The parties agree that in the Interim Period, Martek shall pay for all
transport from both the Belvidere and Capua facilities Ex-Works and arrange (or have
arranged by DSM) transport of Units of ARA in line with DSMs production planning and
Marteks Purchase Orders,except that for volumes over * Units of ARA shipped from
the Capua facility in any such year, Martek shall only pay for shipping Ex-Works from
Capua as if the material had been shipped Ex-Works from Belvidere.(vii)
    
    * of all purchases of Units of ARA made by Martek in the Interim Period
will be paid to DSM in * (using an exchange rate of * as applied to the amounts set
forth herein). For those purchases paid in Euros, for each * fluctuation in the
exchange rate above or below * as of the date of payment, Marteks Fixed Budget Price
per Unit of ARA will be adjusted by *. Reconciliations will be performed by the
parties on a quarterly basis to determine the * fluctuation in the exchange rate that
is not included in the Fixed Budget Price, and DSM will issue a debit or credit to
Martek for such amount (the Quarterly Currency Fluctuation)To compensate the parties for additional costs incurred as a result of the above
sharing of exchange rate fluctuations, a savings account will be established as
follows:
  7




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When the exchange rate rises above * and DSM has issued to Martek a credit for such
Quarterly Currency Fluctuation, the parties will maintain an accurate record-keeping
of such amount (the Currency Savings Account) for the future benefit of DSM should
the exchange rate subsequently fall below *. When the exchange rate falls below * and
there is a balance in the Currency Savings Account for the benefit of DSM, Martek
will continue to pay * until the balance of the Currency Savings Account for the
future benefit of DSM is reduced to zero. When the exchange rate falls below * and
there is no accumulated balance in the Currency Savings Account for the benefit of
DSM, and DSM has issued a debit to Martek for such Quarterly Currency Fluctuation,
the parties will maintain an accurate record-keeping of such amount in the Currency
Savings Account for the future benefit of Martek should the exchange rate
subsequently rise above *. When the exchange rate subsequently rises above *, Martek
will continue to pay * until the balance of the Currency Savings Account for the
future benefit of Martek is reduced to zero.(viii)
    
    If any changes to requirements in the process or Specifications that are requested
by Martek and agreed to by DSM lead to higher DSM Costs, these Costs shall be dealt
with in accordance with Section 4.3 of this Agreement.(ix)
    
    Notwithstanding any volume limits specified above, Martek shall be
permitted to purchase in excess of * Units of ARA in the Interim Period at the DSM
Variable Cost per Unit of ARA for the Current Year, plus * of the DSM Mark Up per
Unit of ARA for the Current Year. In addition, DSM shall be entitled to charge
Martek for reasonable additional (i.e., not previously reimbursed) DSM Fixed Costs
per Unit of ARA actually incurred by DSM due to such excess production, as shall be
notified to Martek within 60 days of Marteks request for any such additional Units
of ARA. In such event, DSM shall provide details to Martek of all DSM Fixed Costs
for the relevant year and Martek shall be entitled to have such DSM Fixed Costs
confirmed by an independent public accounting firm designated by Martek and
reasonably acceptable to DSM upon Marteks request.(x)
    
    The DSM Fixed Cost per Unit of ARA calculated as provided above in this
Section 6.1(n) shall be adjusted for inflationary increases in the PPI following each
calendar year, beginning January 1, 2008, as follows, if applicable:
 (a)
    
    If the cumulative percentage increase in the PPI
all other miscellaneous food manufacturing (Series ID PCU311999311999)
from January 1, 2004 to the beginning of the Current Year exceeds *, and(b)
    
    If the actual DSM Fixed Cost per Unit of ARA for
the Current Year less the depreciation component for such Fixed Costs per
Unit of ARA, exceeds that otherwise calculated as provided in this
Section 6.1(n) for the Current Year less the depreciation component for
such Fixed Costs per Unit of ARA as a result of inflationary cost
increases, as confirmed by an audit of such actual costs by an
independent public accounting firm designated by Martek and reasonably
acceptable to DSM, and
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(c)
    
    If Marteks average price for ARA Products to its
customers has increased during the previous calendar year and/or if the
DSM Variable Cost per Unit of ARA for the Current Year calculated as
provided in this Section 6.1(n) has decreased from the previous year,
except for any decrease arising pursuant to Section 6.1(c) using the
methodology outlined in Schedule 6.1(n) attached hereto of this
Agreement, then
 Martek will pay any additional DSM Fixed Cost per Unit of ARA for the Current Year in
an amount equal to the lesser of (i) the additional Fixed Costs per Unit of ARA
substantiated by audit in Section 6.1(n)(x)(b) above, (ii) * of the cumulative
percentage increase in the PPI from January 1, 2004 to the beginning of the Current
Year as specified in Section 6.1(n)(x)(a) above multiplied by the DSM Fixed Cost per
Unit of ARA for the Current Year as otherwise calculated pursuant to this Section
6.1(n) less the depreciation component for such Fixed Costs per Unit of ARA, or (iii)
the percentage increase of Marteks average price for ARA Products to its customers
in the previous calendar year multiplied by the DSM Fixed Cost per Unit of ARA for
the Current Year as otherwise calculated pursuant to this Section 6.1(n) less the
depreciation component for such Fixed Costs per Unit of ARA plus * of any decrease in
the DSM Variable Cost per Unit of ARA in the Current Year versus the previous
calendar year, except for any adjustment arising pursuant to Section 6.1(c) using the
methodology outlined in Schedule 6.1(n) attached hereto of this Agreement. Any
corresponding payment reconciliation shall be made in the first quarter of the
Succeeding Year.(xi)
    
    For purposes hereof, statements that Martek may or shall purchase a specified
quantity of Units of ARA for a specified calendar year shall mean that Martek may or
shall place a firm order for such Units of ARA during the course of such calendar year.
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10




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st
   4. Amendments to Section 6.2 of the Agreement.
 Reserved
 Reserved
 5. Amendment to Section 6.9 of the Agreement
  6. Amendment to Section 6.12 of the Agreement.
  11




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7. Amendment to Section 6.14 of the Agreement.
  8. Amendment to Section 6.15 of the Agreement .
 Adjustment For Changes in RBD Yields.
 9. Amendments to Sections 6.16 of the Agreement .
 A.
    
    Section 6.16(a) of the Agreement is hereby amended by inserting yields, in the first
sentence, between accurate records of its and
production costs.
 B.
    
The following text is hereby inserted as a new
Section 6.16(c) of the Agreement:
  10. Amendments to Section 7.1 of the Agreement .
  12




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A
  B
   C
 R&D Costs
  13




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D.
 Outsourced R&D Activities
 E.
 Reserved
 F.
 11. Amendments to Section 7.2 of the Agreement .
 A.
 B.
 C.
 D.
  12. Amendments to Section 7.3 of the Agreement .
 A.
 B.
  13. Amendments to Section 7.4 of the Agreement .
  14




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A.
  B.
  C
  D.
 E.
 Additional DSM License.
 (i)
    
    *(ii)
    
    *(iii)
    
    Other areas agreed to in writing between the parties. DSM shall
request any such additional areas in writing and Martek shall notify DSM in
writing within 3 months from delivery of DSMs written request whether it agrees
to grant any such additional rights for ARA Applications for Adults to DSM. In the
event Martek fails to deliver written notice to DSM within such 3-month period
denying DSM the rights requested, Martek shall be deemed conclusively to have
approved such request. In case Martek denies in writing any such additional rights
for ARA Applications for Adults to DSM, Martek will provide reasons for such
denial in writing to DSM.
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14. Ammendments to Section 3.4 of the Agreement
 A.
    15. Miscellaneous
      17




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16. Integration .
   18




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MARTEK BIOSCIENCES 
CORPORATION
    
    
DSM FOOD SPECIALTIES B.V./s/
Steve Dubin
    
    
    /s/ Xander WesselsBy:     Steve Dubin
    
       

By: Xander WesselsTitle: Chief Executive Officer
    
       
 Title: Managing Director/s/ Geert Jan NieboerBy: Geert Jan NieboerTitle: Managing Director
 
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SCHEDULE 6.1(n)
VARIABLE COSTS CALCULATION
 1. Calculation of Variable Costs in 2007
 Capua
    
    Units
    
    Rate
    
    Usage/Kg
    
    Variable Cost/Kg*
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    **
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    **
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    **
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    **
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ***
    
    
    
    *
 Belvidere
    
    Units
    
    Rate
    
    Usage/Kg
    
    Variable Cost/Kg*
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    **
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    **
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    **
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    **
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    **Volume (MT)Capua
    
    
    *Belvidere
    
    
    *Average Variable Cost/Kg
    
    
    *
 2.
    
    Calculation of Variable Costs and DSM Mark Up in 2008, 2009 and 2010 (if the 2010
Minimum Threshold is met).
 (a) Confirmation that Variable Costs have not exceeded $* excluding rate adjustments. st
  20




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(b) Calculation of Variable Cost for Each Subsequent Year. st
 (c) Calculation of the DSM Mark Up for Each Subsequent Year. st
   21




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3. List of items included in the other Variable Cost
lines:
 Capua
 Belvidere
   23