**Exhibit 10.01**First Amendment to the ARA Alliance, Purchase, and Production Agreement     This First Amendment to the ARA Alliance, Purchase, and Production Agreement (“FirstAmendment”) is made and entered into as of the 31st day of December**,**2005 (“Signing Date of theFirst Amendment”), but with an effect as of and though entered into on January 1, 2005 (“EffectiveDate of the First Amendment”), by and between **DSM Food Specialties B.V.**, a *Besloten Vennootschap*organized under the laws of the Netherlands with its principal place of business at A. Fleminglaan1, 2613 AX Delft, the Netherlands (“DSM”), and **MARTEK BIOSCIENCES CORPORATION**, a corporationorganized under the laws of the State of Delaware with its principal place of business at 6480Dobbin Road, Columbia, Maryland 21045 (“Martek”), who, intending to be legally bound, hereby agreeas follows:WITNESSETH:     **WHEREAS**Martek and DSM have previously entered into an ARA Alliance, Purchase, and ProductionAgreement dated April 19, 2004 pursuant to which Martek and DSM entered into cross-licensing,purchase, and production arrangements (the “Agreement”) related to arachidonic acid, and haveentered into a related August, 2004 Letter agreement; and     **WHEREAS**Martek and DSM now wish to amend, clarify and expand certain provisions in theAgreement as set forth herein.     **NOW, THEREFORE**, effective as of the Effective Date of the First Amendment, the parties heretoagree to amend the Agreement as follows:     Capitalized terms, unless otherwise defined herein, shall have the meaning given in theAgreement.**1.****Definitions and Schedules****.****A.**Section 2 of the Agreement is hereby amended to add the following definitions:     2.16A “August, 2004 Letter” shall have the meaning set forth in Section 3.3A.     2.20A “Broth” shall mean the liquid ARA fermentation product collected afterpasteurization and prior to Down Stream Processing and which conforms to the Specificationsset forth in Schedule 2.20A.     2.23A “Capital Related Costs” shall mean all documented capital costs associated withthe Phase II Belvidere Build-Out including design and engineering, site preparation anddemolition costs, construction costs including all costs associated with preparing equipmentfor commercial fermentation use, purchase of new equipment and the allocation of certainexisting fermentation equipment. * 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.  1
 

 
     2.23B “Capua Expansion” shall have the meaning set forth in Section 3.3A(a).     2.43A “DSM Capital Contribution” shall be the total Capital Related Costs less theMartek Capital Contribution.     2.62A “Expansion Shortfall Ratio” shall have the meaning set forth in Section3.3A(b)(iv).     2.66A “Fine Granulates” shall mean the dried ARA fermentation product with a fine,granular particle size which is smaller than Biomass and which conforms to theSpecifications set forth in Schedule 2.66A.     2.74A “Guarantee Remainder” shall have the meaning set forth in Section 3.3A(b)(ii).     2.74B “Guaranteed Amount” shall have the meaning set forth in Section 3.3A(b)(ii).     2.96A “Martek Capital Contribution” shall have the meaning set forth in Section3.3A(g).     2.98A “Martek DSP Capabilities” shall have the meaning set forth in Schedule 3.3A(a).     2.125A **"**Phase II Belvidere Build-Out” shall have the meaning set forth in Section3.3A(a).     2.125B “Planned Expansion” shall have the meaning set forth in Section 3.3A.     2.140A “Recoupment Period” shall have the meaning set forth in Section 3.3A(b)(i).     2.142A “Revised Guaranteed Amount” shall have the meaning set forth in Section3.3A(b)(iv).     2.144A “Signing Date of the First Amendment” shall mean December 31, 2005.**B.**Sections 2.14, 2.37 and 2.146 of the Agreement are hereby deleted in their entirety and replacedwith the following: * 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.  2
 

 
     2.14 **"**ARA Products” shall mean Biomass, Fine Granulates, Broth, Soaps, Crude Oil,Finished Oil, Spent Biomass and ARA produced in any other form and/or made by any processwherein the ARA content is greater than * of total fatty acids.     2.37 “Down Stream Processing”, or “DSP”, shall mean the process of harvesting, recoveryand drying of Biomass.     2.146 **"**Specifications” shall mean: (a) the product specifications for the respectiveARA Products, as set forth on Schedules 2.17, 2.20A, 2.28, 2.66A and 2.67, as applicable,which shall be deemed in all cases to require compliance with cGMPs, and the requirementsfor kosher certification by the Orthodox Union and for Halal certification by the IslamicFood and Nutrition Council of America or any other organization agreed upon by the partiesfor all of a party’s respective facilities and the facilities of any subcontractor that areused to manufacture, produce and/or package any ARA Products; (b) quality control methodsand methods of analysis with respect to Biomass, Crude Oil, Fine Granulates, Broth andFinished Oil; and (c) other requirements and specifications for ARA Products as set forth inthis Agreement, as amended from time to time by the Committee pursuant to Section 8 orotherwise by mutual written agreement of the parties.**C.**Schedules 2.20A, 2.66A, 3.3A and 3.3A(a) attached hereto are hereby added to the Agreement asschedules thereto. In addition, Schedules 2.17, 2.28, 4.2(a), and 4.6 to the Agreement are herebydeleted in their entirety and replaced, respectively, with Schedules 2.17, 2.28, 4.2(a), and 4.6attached hereto.**2.****[Intentionally Left Blank]****3.****Modifications to Section 3.2 of the Agreement****.**The following sections are herebyinserted as new Sections 3.2(e), 3.2(f) and 3.2(g) of the Agreement:     (e) Notwithstanding anything to the contrary set forth above in Sections 3.2(a)-(d) ofthis Agreement, the parties agree that, until the new drying line of the Phase II BelvidereBuild-Out portion of the Planned Expansion (as defined in Section 3.3A) is operating, Martekshall be permitted to include Broth purchase quantities in its good faith forecast asreferred to in Section 3.5 of this Agreement. The parties agree, however, that in no eventshall any Martek Purchase Order amount to more than * fermenter tanks of Broth per week andin no event shall DSM ship to Martek more than * fermenter tank of Broth every 36 hours,unless otherwise agreed to by the parties in writing.     (f) The Sections in this Agreement referring to the production and delivery of ARAProducts by DSM to Martek, such as but not limited to quality and verification and amountspayable, shall apply mutatismutandis to the production and delivery ofBroth. * 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.  3
 

 
     (g) DSM shall use its reasonable commercial efforts to complete the Planned Expansionin the timeframe set forth in Schedule 3.3A(a) and Martek shall use its reasonablecommercial efforts to develop applicable DSP capabilities to enable it to purchase thenumber of batches of Broth from DSM, pending DSM’s completion of the new drying line (DSP)portion of the Phase II Belvidere Build-Out of the Planned Expansion, as is set out inSchedule 3.3A(a).**4.****Amendment to Section 3.8 of the Agreement****.**Section 3.8(a) of the Agreement is herebydeleted in its entirety and replaced with the following:     (a) Subject to the provisions of Sections 3.5(c) and 3.5(d), during a month, DSM shalldeliver quantities of ARA Products covered by the Martek Purchase Order for the month on thelater of (i) the last business day of the month or (ii) ten (10) days after receipt ofdelivery instructions from Martek. All such shipments shall be FOB or FCA, as applicable,DSM’s (or DSM’s Third Party Toll Manufacturer’s) facility. For purposes hereof, each ordershall be deemed to have been “delivered”, and risk of loss with respect to each suchshipment shall pass from DSM to Martek, upon delivery of the shipment by DSM to a carrieragreed upon by the Committee for transport to the location specified in the Martek PurchaseOrder, and Martek shall have the right and obligation to insure such shipment from and aftersuch delivery. Notwithstanding the foregoing, DSM shall retain title to all shipments of ARAProducts covered by the Martek Purchase Order until payment is received, whereupon titleshall pass to Martek.**5.****Amendments to Section 4 of the Agreement****.****A**. Section 4.5 of the Agreement is hereby amended to add the following sentence at the end of suchSection:In addition, Martek shall be permitted to have its technical personnel periodicallyvisit the site at Belvidere to assist DSM in matters pertaining to ARA production atMartek’s discretion and to provide support, to share technical experience, and/or tomonitor ARA production activities. The visits shall be with reasonable notice to DSM,with the exact hours of such visits to be mutually agreed upon. Martek shall assurethat, during such visits, Martek personnel shall adhere to the site’s rules andregulations and the instructions of DSM personnel.**B.**The last sentence of Section 4.6 of the Agreement is hereby deleted in its entirety and replacedwith the following sentence:Changes other than the major changes as described in Schedule 4.6 shall not requirepre-approval by the Committee prior to implementation by either party, but each of Martekand DSM agrees to maintain a written record of such other changes it makes, which recordwill be readily accessible or provided to the other party for review upon the * 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.  4
 

 
request of such other party, and which will be reported at the next succeeding quarterlymeeting of the Committee.**6.****Amendments to Sections 6.1 and 6.15 of the Agreement****.****A.**Section 6.1(c)(ii) of the Agreement is hereby amended by inserting “in writing” in the lastsentence, between “agree” and “on an amount” and by inserting “and on any other relevant terms orconditions” at the end of such sentence immediately prior to the period. The following sentence ishereby inserted at the end of Section 6.1(c)(ii) of the Agreement, as the last sentence thereof:In addition, DSM shall obtain written approval from Martek, such approval to not beunreasonably withheld or delayed, prior to locking in a fixed price or hedge for all or anyportion of its natural gas and electricity in connection with directly or indirectlyproducing ARA Products for Martek, even if Martek has not requested such action.**B.**Sections 6.1(e) and **(**f) of the Agreement are hereby deleted in their entirety and replaced withthe following:     (e) The Fixed Budget Price per Unit of ARA produced at DSM’s Capua facility for 2004 is*, consisting of a DSM Mark Up per Unit of ARA of * and DSM Costs per Unit of ARA of *.This Fixed Budget Price for Capua production for 2004 is based on the production by DSM andpurchase by Martek of ARA Products in the form of Crude Oil. For 2004, the Martek BudgetedVolume for ARA Products purchased by Martek from DSM produced at the Capua facility is *Units of ARA. For 2004, the Technical Capacity for DSM’s Capua facility is * Units of ARA.For 2004, the Practical Capacity for DSM’s Capua facility is * Units of ARA. The FixedBudget Price per Unit of ARA produced at DSM’s Capua facility for 2005 is *, consisting of aDSM Mark Up per Unit of ARA of * and DSM Costs per Unit of ARA of *. This Fixed BudgetPrice for Capua production for 2005 is based on the production by DSM and purchase by Martekof ARA Products in the form of Crude Oil. For 2005, the Martek Budgeted Volume for ARAProducts purchased by Martek from DSM produced at the Capua facility is * Units of ARA. For2005, the Technical Capacity for DSM’s Capua facility is * Units of ARA. For 2005, thePractical Capacity for DSM’s Capua facility is * Units of ARA. The prices set forth in thisSection 6.1(e) are based on the yield assumptions set forth in Schedule 6.15.Notwithstanding anything to the contrary contained herein, the Fixed Budget Price per Unitof ARA for the first * Units of ARA produced at DSM’s Capua facility following January 1,2004 shall be *.     (f) The Fixed Budget Price per Unit of ARA produced at DSM’s Belvidere facility for2004 is *, comprising a DSM Mark Up per Unit of ARA of * and * and DSM Costs per Unit of ARAof *. The Fixed Budget Price per Unit of ARA produced at DSM’s Belvidere facility for 2005is *, comprising a DSM Mark Up per Unit of ARA of *****and * and DSM Costs per Unit of ARA of*. This Fixed Budget Price for Belvidere * 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.  5
 

 
production for 2005 is based on the production by DSM and purchase by Martek of ARA Productsin the form of Biomass, Broth or Fine Granules. For all Broth shipments to Martek, DSM shallpay for *% of the costs of trucking the Broth from Belvidere to a third party or to a Martekplant as determined by Martek for drying until the new drying line of the Phase II BelvidereBuild-Out portion of the Planned Expansion is completed**.**For 2004 the Martek Budgeted Volumefor ARA Products purchased by Martek from DSM produced at the Belvidere facility is * Unitsof ARA. For 2004 the Technical Capacity for DSM’s Belvidere facility is * Units of ARA**.**For2004 the Practical Capacity for DSM’s Belvidere facility is * Units of ARA**.**For 2005, theMartek Budgeted Volume for ARA Products purchased by Martek from DSM produced at theBelvidere facility is *****Units of ARA. For 2005, the Technical Capacity for DSM’s Belviderefacility is * Units of ARA. For 2005, the Practical Capacity for DSM’s Belvidere facility is* Units of ARA. The prices set forth in this Section 6.1(f) are based on the yieldassumptions set forth in Schedule 6.15.**C.**The text following the heading of Section 6.15 of the Agreement is hereby deleted in itsentirety and replaced with the following:The DSM Costs per Unit of ARA and the DSM Mark Up per Unit of ARA are based on the averagestandard extraction and RBD yields set forth in Schedule 6.15. The Fixed Budget Price perUnit of ARA shall be adjusted by agreement of the Committee to reflect changes in suchyields due to changes in the Biomass, Crude Oil or changes in Extraction or RBD processes.**7.****Amendments to Section 6.6 of the Agreement****.**Section 6.6 of the Agreement is herebydeleted in its entirety and replaced with the following:6.6 **Startup Costs**. The parties acknowledge and agree that DSM will be likely toincur certain costs in connection with the commencement of operations of expansions at DSM’sCapua and Belvidere facilities as well as expansions of production of ARA Products at newsites. These costs are likely to include costs that are directly related to certaininefficiencies in producing ARA Products at a new production facility (including, forexample, batches of Biomass that do not meet the relevant Specifications) and other costs(the “Production Startup Costs”).     (a) The parties agree that DSM shall be responsible for, and not charge to Martek, upto * of Production Startup Costs related to the Phase 1 Belvidere Build-out and such costsshall be an Excluded Cost. Martek shall reimburse DSM, in twelve (12) equal quarterlyinstallments, the amount that the actual Production Startup Costs incurred by DSM for thePhase 1 Belvidere Build-out exceed *, but in no event shall the total amount to bereimbursed by Martek pursuant hereto exceed one million US Dollars ($1,000,000.00). DSMshall also be responsible for, and not charge to Martek, Production Startup Costs related tothe Phase 1 Belvidere Build-out that are in excess of * and such costs shall be an ExcludedCost. * 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.  6
 

 
     (b) The parties agree that all Production Start-up Costs related to the Phase IIBelvidere Build-Out are to be absorbed by DSM and shall be an Excluded Cost. In addition,any Capital Related Costs related to the Phase II Belvidere Build-Out are to be absorbed byDSM and, notwithstanding any other provision of this Agreement, shall be an Excluded Cost.     (c) All Production Start-up Costs related to the Capua Expansion are to be absorbed byDSM and shall be an Excluded Cost.     (d) Production Startup Costs for expansions other than the expansions described aboveand that are agreed to and approved by the Committee shall be billed separately to Martek ina manner agreed upon by the Committee and any such Production Startup Costs shall be anExcluded Cost.**8.****Amendments to Section 6.18 of the Agreement****.**Section 6.18 of the Agreement shall beamended as follows:**A.**The last sentence of Section 6.18 (a) of the Agreement is hereby deleted in its entirety andreplaced with the following:The parties hereby agree that the plans for the Phase 1 Belvidere Build-out constituteApproved Expansion Plans and that the Phase 1 Belvidere Build-out subaccount of the Break UpFee Account shall reflect an initial balance in respect thereof of *. The parties herebyagree that the plans for the Planned Expansion (as defined in Section 3.3A) constituteApproved Expansion Plans and that the Planned Expansion subaccount of the Break Up FeeAccount shall reflect an initial balance in respect thereof of * of the maximumGuaranteed Amount, as determined pursuant to Section 3.3A(b) or, if applicable, any lesserRevised Guaranteed Amount as defined in Section 3.3A(b)(iv).**B.**The following text is hereby inserted at the end of Section 6.18(c), replacing the period:     ; provided, however, that with respect to the Planned Expansion subaccount, Martek shallinstead pay to DSM any Guarantee Remainder as specified in Section 3.3A(f) upon any such expirationor termination.**9.****Amendments to Section 9.4 of the Agreement****.**Section 9.4(e) of the Agreement is herebyamended by (i) inserting after the last word of the third bullet point (i.e., “Agreement”)the characters “; or” and deleting the period after such last word and (ii) inserting a fourthbullet point as follows: **•** Claims under this Agreement arising out of, in connection with or based on a breach by aparty of the provisions set forth in Section 10.7(a) or Section 10.7(b); or each party’sobligation to indemnify and hold harmless the other party, its Affiliates and their * 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.  7
 

 
respective directors, officers, employees and agents from and against Losses pursuant toSection 10.7(b) of this Agreement.**10.****Amendments to Section 9.5****.**Section 9.5 of the Agreement is hereby deleted in itsentirety and replaced with the following:9.5 **Limitation of Liability**.     (a) EXCEPT FOR THE LOST PROFITS PAYABLE BY MARTEK PURSUANT TO SECTION 9.4(c), LOSTPROFITS PAYABLE BY DSM PURSUANT TO SECTION 9.4(d)(ii) AND ROYALTIES PAYABLE BY DSM PURSUANTTO SECTION 9.4(d)(iii), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSSOF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHERPARTY AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ANY CAUSE OF ACTION OF ANYKIND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.     (b) Nothing contained in this Agreement shall preclude either DSM or Martek fromasserting any claim for Losses against any third party; provided, however, that neither DSMnor Martek shall assert any claim for Losses arising out of or in connection with thisAgreement against any third party, including without limitation any subcontractor of theother party, if and to the extent that either (i) DSM or Martek, as the case may be, shallbe entitled to assert the same claim for Losses against the other party or (ii) such otherparty is required, pursuant to a legally binding obligation in effect at the time of suchLosses, to indemnify such third party against such Losses if such third party were to paythem to DSM or Martek, as the case may be.**11.****Amendments to Section 10.1 of the Agreement****.**Section 10.1 of the Agreement is herebydeleted in its entirety and replaced with the following:10.1 **Non-Solicitation****.**     (a) DSM agrees that, during the term of this Agreement, neither it nor any of itsAffiliates shall, directly or indirectly, (i) solicit, recruit or induce, or attempt tosolicit, recruit or induce, any person who is an employee of Martek or any of its Affiliatesto leave his or her employment or engagement with Martek or any of its Affiliates or (ii)employ, hire or engage, or cause to employ, hire or engage, any person who is or was withinthe previous six (6) months an employee of Martek or any of its Affiliates, in either casewithout the prior written consent of Martek; provided that general advertisements by DSM orits Affiliates for employment not directed at employees or former employees of Martek or itsAffiliates, and any employment resulting therefrom, shall not be a violation of this Section10.1(a). * 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.  8
 

 
     (b) Martek agrees that, during the term of this Agreement, neither it nor any of itsAffiliates shall, directly or indirectly, (i) solicit, recruit or induce, or attempt tosolicit, recruit or induce, any person who is an employee of DSM or any of its Affiliates toleave his or her employment or engagement with DSM or any of its Affiliates or (ii) employ,hire or engage, or cause to employ, hire or engage, any person who is or was within theprevious six (6) months an employee of DSM or any of its Affiliates, in either case withoutthe prior written consent of DSM; provided that general advertisements by Martek or itsAffiliates for employment not directed at employees or former employees of DSM or itsAffiliates, and any employment resulting therefrom, shall not be a violation of this Section10.1(b).**12.****Amendments to Section 10.7 of the Agreement****.**The title of Section 10.7 of theAgreement is hereby amended to be “Assignment, Delegation and Subrogation; Insurance Inspection”,the characters “(a)” are hereby inserted between the title of Section 10.7 and the first word ofthe paragraph following such title (i.e., “Neither”), and the following paragraphs arehereby inserted immediately following such paragraph as subsection (b), subsection (c) andsubsection (d) of Section 10.7:     (b) Without limiting the generality of the foregoing, neither party shall subrogate toan insurance carrier or similar entity any right it may have to claim or recover Losses from(i) the other party arising out of or in connection with this Agreement, or (ii) a thirdparty arising out of or in connection with this Agreement to the extent the other party isrequired, pursuant to a legally binding obligation in effect at the time of such Losses, toindemnify such third party against such Losses if such third party were to pay them, in eachcase, without the prior written consent of such other party. Each party shall indemnify andhold harmless the other party, its Affiliates and their respective directors, officers,employees and agents from and against all Losses, including reasonable counsel fees, thatsuch other party suffers or incurs as a result of any subrogation made by it in violation ofthe terms of this Agreement; provided, however, that nothing contained in this Section10.7(b) shall be deemed to relieve such other party from any liability arising as a resultof any breach or failure to perform under this Agreement.     (c) In the event that an insurance carrier or similar entity gives notice to a partythat it has been subrogated to the rights of the other party and that such carrier or entityintends to exercise such rights against it, then such party receiving such notice shall givethe other party prompt written notice thereof.     (d) Upon reasonable notice during regular working hours, representatives of each ofDSM’s and Martek’s insurance carriers may inspect the manufacturing facilities used by orfor the respective parties in the manufacture of ARA for (i) the purpose of inspections orloss control visits relative to insurance being secured or validated or (ii) assessing thevalidity of an insurance claim and/or the extent of damage under an insurance claimsubmitted by DSM or Martek, respectively. * 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.  9
 

 
**13.****New Section 3.3A – First Planned Expansion**. The following is added as a new Section3.3A to the Agreement, inserted immediately following the end of Section 3.3:3.3A **First Planned Expansion****.**The parties acknowledge that, pursuant to Section3.3(c) of this Agreement, Martek has requested in a letter dated August 25, 2004 (the“August, 2004 Letter”), attached as Schedule 3.3A, that DSM expand its ARA productioncapabilities and has offered to guarantee to DSM that DSM will recoup its investment in suchexpansion in accordance with such Section. In connection with the guarantee that Martek isto provide pursuant to Section 3.3(c)(iii) and any Martek Expansion to be permitted pursuantto Section 3.3(c)(iv), the parties wish to clarify that, solely with respect to theexpansion to be made at the Capua and Belvidere facilities in response to the August, 2004Letter (the “Planned Expansion”), the following shall apply:     (a) The Planned Expansion shall include those efforts to be undertaken and/or equipmentto be installed at the Capua and Belvidere facilities as further described in Schedule3.3A(a). That portion of the foregoing relevant to the Belvidere facility shall be referredto as the “Phase II Belvidere Build-Out” and that portion of the foregoing relevant to theCapua facility shall be referred to as the “Capua Expansion”.     (b) The guarantee pursuant to Section 3.3(c)(iii) of this Agreement will be effectuatedas follows:     (i) The twelve quarter period (the “Recoupment Period”) referenced in Section3.3(c)(iii) shall commence on January 1, 2006.     (ii) The amount of DSM’s investment in expanding its ARA production capacitiesfor the Phase II Belvidere Build-Out that will be guaranteed by Martek pursuant toSection 3.3(c)(iii) (the “Guaranteed Amount”) shall be equal to the DSM CapitalContribution. Subject to Section 3.3A(e) below, if the total aggregate DSM Mark Uppaid to DSM for such Recoupment Period and pursuant to Section 3.3A(b)(v) does notmeet or exceed the Guaranteed Amount, Martek shall pay to DSM the balance of suchGuaranteed Amount (the “Guarantee Remainder”) within thirty (30) days of the end ofthe Recoupment Period; provided, however, that in no event shall the GuaranteedAmount exceed US$40 million unless otherwise expressly agreed in writing by Martek.     (iii) Martek shall be entitled to credit the full amount of any GuaranteeRemainder actually paid to DSM against any and all DSM Mark Up amounts that becomedue to DSM pursuant to invoices received after the Recoupment Period for ARAProducts.     (iv) Notwithstanding the foregoing, the Guaranteed Amount, as defined above,shall be reduced as of January 1, 2007, if and only if (a) the maximum * 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.  10
 

 
average monthly production and delivery of Units of ARA Products meetingSpecifications from Phase II Belvidere Build-Out that is achieved for any monthprior to such date, based on the average monthly production and delivery of Units ofARA Products meeting Specifications over any three-month period prior to July 1,2007, is less than * Units of ARA and Martek has placed Martek Purchase Orderssufficient to require production from Phase II Belvidere Build-Out equal to orgreater than * Units of ARA per month, or (b) Martek Purchase Orders have not beensufficient to require Phase II Belvidere Build-Out to produce an average of * Unitsof ARA per month and, following a request by Martek, the Committee determines theaverage monthly Technical Capacity to be expected from Phase II Belvidere Build-Out,and such amount is expected to be less than * Units of ARA, in which case theGuaranteed Amount shall be reduced by a percentage equal to one minus the ratio ofthe actual maximum average monthly production and delivery of Units of ARA fromPhase II Belvidere Build-Out that is achieved or the Technical Capacity determinedby the Committee to be achievable, as the case may be, as of the end of suchtwenty-four (24) month period versus * Units of ARA (such percentage to be the“Expansion Shortfall Ratio”, and such revised Guaranteed Amount shall be referred toas the “Revised Guaranteed Amount” for purposes of Section 6.18 of this Agreement.     (v) The Guaranteed Amount, whether or not adjusted as provided above, shall inall cases be reduced by the amount of DSM Mark Up paid on Martek’s purchases of ARAProducts in calendar years during the period from and after January 1, 2005 andcontinuing through and including the last day of the Recoupment Period exceeding (i)* Units of ARA for calendar year 2005, (ii) * Units of ARA for Calendar year 2006,and (iii) * Units of ARA for each calendar year thereafter.     (vi) The parties acknowledge and agree that the obligation of Martek to pay DSMsuch Guaranteed Amount as set forth in this Section 3.3A(b) shall be deemedsufficient to meet Martek’s obligation to guarantee DSM’s investment in the PlannedExpansion pursuant to Section 3.3(c)(iii) of this Agreement.     (c) In support of the Planned Expansion, DSM has provided to Martek a detailed scheduleand cost estimates of the Planned Expansion plans and shall update such information monthlyfrom and after the Signing Date of the First Amendment. DSM shall also permit Martek to bereasonably involved in Belvidere Phase II Build-Out planning/production meetings if desiredby Martek and shall give Martek at least ten (10) days’ notice of relevant meetings wheneverpossible.     (d) The parties hereby acknowledge and agree that the expanded volume expected from thePlanned Expansion (* Units of ARA on an annualized basis, which is *% of the TechnicalCapacity of the Planned Expansion) fully satisfies the expanded volume requested by Martekin the August, 2004 Letter, and that any specified volume * 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.  11
 

 
requirements of such letter shall be deemed replaced by such * Units of expanded volumeexpected from the Planned Expansion for purposes of Section 3.3(c) of this Agreement. Theparties further acknowledge and agree that, with respect to the Planned Expansion, anyMartek Expansion to be permitted pursuant to Section 3.3(c)(iv) of this Agreement shall belimited to * Units of ARA times the Expansion Shortfall Ratio calculated as provided in3.3A(b) above, and that no Martek Expansion shall be permitted pursuant to Section3.3(c)(iv) with respect to the Planned Expansion if, as of any time prior to January 1,2007, DSM is able to produce and deliver to Martek ARA Products on a monthly average basisin an amount equal to or greater than * Units of ARA, or if, as of January 1, 2007, DSM hasbeen unable to produce and deliver to Martek ARA Products on a monthly average basis in anamount equal to or greater than * Units of ARA but DSM is able to meet Martek PurchaseOrders of ARA Products for the three (3) month period beginning January 1, 2007.     (e) Martek’s obligation to pay any Guarantee Remainder to DSM pursuant to Section3.3A(b) above shall expire on January 1, 2010 if the Recoupment Period has not ended priorto such date, and on such date the Guaranteed Amount, if any, shall be reduced to zero.Such obligation to pay the Guarantee Remainder shall also expire upon any early terminationor expiration of this Agreement.     (f) Notwithstanding the foregoing, if a payment by Martek to DSM is required pursuantto Section 6.18(c) of this Agreement upon termination or expiration of this Agreement, suchpayment shall be equal to the greater of (x) any unpaid Guarantee Remainder as of suchtermination or expiration date and (y) the balance of the Planned Expansion subaccount ofthe Break Up Fee Account less any portion of any Guarantee Remainder actually paid andagainst which a credit has not been taken as permitted in 3.3A(b)(iii) above.     (g) Martek Capital Contribution.  The parties agree that Martek will pay to DSMthe sum of three million US Dollars ($3,000,000) in respect of the Capital Related Costs(the “Martek Capital Contribution”). As a means to incentivize performance of the Belviderefacility, the amount will be payable once the total output of the Belvidere facility,starting from January 1, 2005, has reached * Units of ARA in the aggregate. Martek shall paysuch amount in immediately available funds and within fifteen (15) days following the dateon which DSM has notified Martek in writing of such event. The amount of the Martek CapitalContribution shall be considered an Excluded Cost and shall not be part of any Fixed BudgetPrice or be billed to Martek through future depreciation expenses or in any other manner. * 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.  12
 

 
     (h) Martek Purchase Commitment. Martek hereby agrees to purchase the total ARAproduction from the Capua and Belvidere facilities in 2005; provided that Martek will not berequired to purchase more than * Units of ARA from Belvidere production in 2005 or more than* Units of ARA from Capua production in 2005. Notwithstanding the foregoing, to the extentthat Belvidere production for 2005 is less than * Units of ARA, Martek shall pay to DSM for2006 Belvidere ARA production the prices set forth herein for Units of ARA produced at DSM’sBelvidere facility for 2005 for that number of Units of ARA produced by Belvidere in 2006equal to * Units of ARA less the number of Units of ARA produced from Belvidere andpurchased by Martek in 2005.**14. Miscellaneous**.     (a) Except as expressly modified herein, all terms and conditions set forth in the Agreementshall remain in full force and effect and the Agreement as so modified is hereby ratified andconfirmed in all respects.     (b) The provisions of Section 10.5 (Disputes; Arbitration) of the Agreement are herebyincorporated by reference into this First Amendment, with the same force and effect as if set forthin full herein.     (c) This First Amendment shall be governed by and construed in accordance with the internallaws of the State of New York applicable to contracts to be performed fully within the State of NewYork. The parties hereby expressly exclude the applicability of the Convention on Contracts for theInternational Sale of Goods and that body of law known as conflicts of laws.     (d) Neither this First Amendment nor any terms hereof may be amended, waived, discharged orterminated unless such amendment, waiver, discharge or termination is in writing signed by allparties or, in the case of a waiver, by the party waiving compliance.     (e) The parties acknowledge that this First Amendment sets forth the complete, exclusive andintegrated understanding of the parties and supersedes all proposals or prior agreements, oral orwritten, and all other prior communications between the parties relating to the subject matter ofthis First Amendment and, except as provided in Section 15(d), no other documents shall act tomodify, amend or add to this First Amendment.     (f) This First Amendment may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the same document. * 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.  13
 

 
     IN WITNESS WHEREOF, each of the parties has caused this First Amendment to be duly executedand delivered as of the day and year first above written.   **MARTEK BIOSCIENCES CORPORATION** **DSM FOOD SPECIALTIES B.V.**   /s/ Steve Dubin /s/ Rob van Leen   By: Steve Dubin By: Rob van LeenTitle: President Title: Business Group Director     /s/ Krijn Rietveld     By: Krijn Rietveld  Title: Business Unit Director   Schedules;  Schedule 2.17 Biomass SpecificationsSchedule 2.20A Broth SpecificationsSchedule 2.28 Crude Oil SpecificationsSchedule 2.66A Fine Granulate SpecificationsSchedule 4.2(a) DSM Certificate of Analysis (Fine Granulates, Broth, Biomass, Crude Oil)Schedule 4.6 Manufacturing ChangesSchedule 3.3A “August, 2004 Letter”Schedule 3.3A(a) Planned Expansion * 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.  14
 

 
**SCHEDULE 2.17**