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                                                                   Exhibit 10.10

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Executive Officer                  Title
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David A. Zopf, M.D.                Executive Vice President
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Robert I. Kriebel                  Senior Vice President and Chief Financial
                                   Officer
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George J. Vergis                   Senior Vice President, Business & Commercial
                                   Development
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A. Brian Davis                     Vice President, Finance
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Marjorie Hurley                    Vice President, Regulatory Affairs & Project
                                   Management
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                           CHANGE OF CONTROL AGREEMENT

         THIS CHANGE OF CONTROL AGREEMENT (the "Agreement"), is made on this ___
day of ________, ____, by and between NEOSE TECHNOLOGIES, INC. (the "Company")
and _______________ (the "Employee").

                                   Background

         The Employee serves as a senior executive of the Company; and the
Company and the Employee desire to establish certain protections for the
Employee in the event of his or her termination of employment.

                                      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.       Definitions. As used herein:

             1.1. "Base Salary" means, as of any given date, the annual base
rate of salary payable to the Employee by the Company, as then in effect;
provided, however, that in the case of a resignation by the Employee for the
Good Reason described in Section 1.8.4, "Base Salary" will mean the annual base
rate of salary payable to the Employee by the Company, as in effect immediately
prior to the reduction giving rise to the Good Reason.

             1.2. "Board" means the Board of Directors of the Company.

             1.3. "Business" means research, development, manufacture, supply,
marketing, licensing, use and sale of biologic, pharmaceutical and therapeutic
materials and products and

<PAGE>

related process 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, or modification of proteins or lipids through the
attachment of carbohydrates, (c) carbohydrate-based therapeutics, and (d) the
development of protein therapeutics using sialylation, fucosylation,
glycosylation, glycopegylation, or glycoconjugation.

             1.4. "Cause" means fraud, embezzlement, or any other serious
criminal conduct that adversely affects the Company committed intentionally by
the Employee in connection with his or her employment or the performance of his
or her duties as an officer or director of the Company or the Employee's
conviction of, or plea of guilty or nolo contendere to, any felony.

             1.5. "Change in Control" means a change in ownership or control of
the Company effected through:

                    1.5.1. 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;

                    1.5.2. 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;

                    1.5.3. 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 shareholder 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

                    1.5.4. 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 all the assets of the Company,
including stock held in subsidiary corporations or interests held in subsidiary
ventures.

             1.6. "Code" means Internal Revenue Code of 1986, as amended.

             1.7. "Disability" means the Employee's inability, by reason of any
physical or mental impairment, to substantially perform his or her regular
duties as contemplated by this Agreement, as determined by the Board in its sole
discretion (after affording the Employee the opportunity to present his or her
case), which inability is reasonably contemplated to continue for

                                       -2-

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at least one year from its commencement and at least 90 days from the date of
such determination.

             1.8.  "Good Reason" means, without the Employee's prior written
consent, any of the following:

                     1.8.1. an adverse change in the Employee's title;

                     1.8.2. a reduction in the Employee's authority, duties or
responsibilities, or the assignment to the Employee of duties that are
inconsistent, in a material respect, with Employee's position;

                     1.8.3. the relocation of the Company's headquarters more
than 15 miles from Horsham, Pennsylvania, unless such move reduces the
Employee's commuting time;

                     1.8.4. a reduction in the Employee's Base Salary or in the
amount, expressed as a percentage of Base Salary, of the Employee's Target
Bonus;

                     1.8.5. 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 Employee provides the Company with written objection to the event or
condition within 60 days following 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 Employee resigns his or her employment within 90
days following the expiration of that cure period.

             1.9.  "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 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 Employee (i) at any time and at any place while the
Employee 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 Employee by the Company.

             1.10. "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

                                       -3-

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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.

             1.11. "Release" means a release substantially identical to the one
attached hereto as Exhibit A.

             1.12. "Restricted Period" means the period beginning on the date
hereof and ending on the first anniversary of the termination of the Employee's
employment with the Company for any reason.

             1.13. "Restrictive Covenants" means the covenants set forth in
Sections 6.1, 6.2 and 6.3 of this Agreement.

             1.14. "Target Bonus" means, with respect to any year, the target
amount of the annual bonus that would be payable to the Employee with respect to
that year, whether under an employment or incentive agreement, under any bonus
plan or policy of the Company, or otherwise, assuming that all applicable
performance goals are met and conditions to the payment of such bonus are
satisfied.

2.       Termination.

             2.1.  In General. The Company may terminate the Employee's
employment at any time. The Employee may terminate his or her employment at any
time, provided that before the Employee may voluntarily terminate his or her
employment with the Company, he or she must provide 30 days prior written notice
(or such shorter notice as is acceptable to the Company) to the Company. Upon
any termination of the Employee's employment with the Company for any reason:
(a) the Employee (unless otherwise requested by the Board) concurrently will
resign any officer or director positions he or she holds with the Company, its
subsidiaries or affiliates, and (b) the Company will pay to the Employee all
accrued but unpaid compensation through the date of termination, and (c) except
as explicitly provided in Sections 2, 3 or 4, or otherwise pursuant to COBRA,
all compensation and benefits will cease and the Company will have no further
liability or obligation to the Employee, including, but not limited to, any
unpaid Target Bonus. The foregoing will not be construed to limit the Employee's
right

                                       -4-

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to payment or reimbursement for claims incurred under any insurance contract
funding an employee benefit plan, policy or arrangement of the Company in
accordance with the terms of such insurance contract.

             2.2. Termination Without Cause. If the Employee's employment by the
Company ceases due to a termination by the Company without Cause or due to death
or Disability, then, in addition to the payments and benefits provided for in
Section 2.1 above and subject to Section 5 below, the Company will (a) make a
lump sum cash payment to the Employee equal to six months of the Employee's Base
Salary, as in effect on such date, (b) continue to provide medical benefits to
the Employee (and, if covered immediately prior to such termination, his or her
spouse and dependents) for a period of six months commencing from the date of
the Employee's termination of employment at a monthly cost to the Employee equal
to the Employee's monthly contribution, if any, toward the cost of such coverage
immediately prior to such termination, and (c) arrange for the provision to the
Employee of reasonable executive outplacement services by a provider selected by
the mutual agreement of the Company and the Employee, provided that if the
Company's obligation to make the payments provided for in clause (a) of this
Section 2.2 arises due to the Employee's death or Disability, the cash payments
described in clause (a) will be offset by the amount of benefits paid to the
Employee (or his or her representatives, heirs, estate or beneficiaries)
pursuant to any life insurance or disability plans, policies or arrangements of
the Company by virtue of his or her death or such 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). The payments
and benefits described in this section are in lieu of (and not in addition to)
any other severance arrangement maintained by the Company.

3.       Certain Terminations Following a Change in Control. If the Employee's
employment with the Company ceases within twelve months following a Change in
Control as a result of a termination by the Company without Cause or a
resignation by the Employee for Good Reason, then in lieu of the payments and
benefits provided for in Section 2.2, (a) the Company will pay to the Employee
on the date of termination a lump sum cash payment equal to the sum of (i) one
year of the Employee's Base Salary as in effect on such date, and (ii) the
Employee's Target Bonus for the calendar year in which the termination occurs,
(b) the Company will continue to provide medical benefits to the Employee (and,
if covered immediately prior to such term, his or her spouse and dependents) for
a period of one year commencing from the date of the Employee's termination of
employment at a monthly cost to the Employee equal to the Employee's monthly
contribution, if any, toward the cost of such coverage immediately prior to such
termination, (c) the Company will arrange for the provision to the Employee of
reasonable executive outplacement services by a provider selected by the mutual
agreement of the Company and the Employee, (d) the Company will pay to the
Employee the additional amount, if any, payable pursuant to Section 4 below, and
(e) all outstanding stock options then held by the Employee will then become
fully vested and immediately exercisable and will remain exercisable for 12
months following Employee's termination of employment, notwithstanding any
inconsistent language in any equity incentive plan or agreement.

                                       -5-

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4.      Parachute Payments.

             4.1. Generally. All amounts payable to the Employee 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 Employee) would be limited or precluded by Section 280G of
the Code and without regard to whether such payments would subject the Employee
to the excise tax levied on certain "excess parachute payments" under Section
4999 of the Code (the "Parachute Excise Tax").

             4.2. 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 Employee 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
Employee 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 Employee 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 4.2, and taking into account
any lost or reduced tax deductions on account of the Gross-up Payment, shall be
equal to the Payment.

             4.3. Measurements and Adjustments. The determination of the amount
of the payments and benefits paid and payable to the Employee, and whether and
to what extent payments under Section 4.2 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 Employee, which auditor shall provide the Employee and
the Company with detailed supporting calculations with respect to its
determination within 15 business days after the receipt of notice from the
Employee or the Company that the Employee 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 otherwise not subject to such Parachute Excise
Tax. For purposes of determining the amount of the Gross-up Payment, if any, the
Employee 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

                                       -6-

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paid in such year (determined without regard to limitations on deductions based
upon the amount of the Employee'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 Employee adjusted gross income. Any Gross-up Payment shall be paid by the
Company at the time the Employee is entitled to receive the Payment. Any
determination by the auditor shall be binding upon the Company and the Employee.

             4.4. Underpayment or Overpayment. In the event of any underpayment
or overpayment to the Employee (determined after the application of Section
4.2), the amount of such underpayment or overpayment will be, as promptly as
practicable, paid by the Company to the Employee or refunded by the Employee to
the Company, as the case may be, with interest at the applicable federal rate
specified in Section 1274(d) of the Code.

5.       Timing of Payments Following Termination. Notwithstanding any provision
of this Agreement, the payments and benefits described in Sections 2, 3 and 4
are conditioned on the Employee's execution and delivery to the Company of a
Release in a manner consistent with the Older Workers Benefit Protection Act and
any similar state law that is applicable. The amounts described in Sections
2.2(a) or 3(a) (as applicable) will be paid in a lump sum, as soon as the
Release becomes irrevocable following the Employee's execution and delivery of
the Release.

6.       Restrictive Covenants. As consideration for all of the payments to be
made to the Employee pursuant to Sections 2, 3, and 4 of this Agreement, the
Employee agrees to be bound by the Restrictive Covenants set forth in this
Section 6. The Restrictive Covenants will apply without regard to whether any
termination of the Employee's employment is initiated by the Company or the
Employee, and without regard to the reason for that termination.

             6.1. Covenant Not To Compete. The Employee covenants that, during
the Restricted Period, the Employee will not (except in his or her capacity as
an employee or director of the Company or with the prior consent of the Company)
do any of the following, directly or indirectly, anywhere in the world:

                  6.1.1. engage or participate in any business competitive with
the Business;

                  6.1.2. become interested (as owner, stockholder, lender,
partner, co-venturer, director, officer, employee, agent or consultant) in any
person, firm, corporation, association or other entity engaged in any business
competitive with the Business. Notwithstanding the foregoing, the Employee may
hold up to 4.9% of the outstanding securities of any class of any
publicly-traded securities of any company;

                  6.1.3. 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 Employee's employment by the Company for a purpose competitive with
the Business;

                                       -7-

<PAGE>

                    6.1.4. 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 adversely modify any written or oral agreement, arrangement or
course of dealing with the Company; or

                    6.1.5. 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 Employee's employment with the Company for any reason.

             6.2. Confidentiality. The Employee recognizes and acknowledges that
the Proprietary Information is a valuable, special and unique asset of the
business of the Company. As a result, both during the Employee's employment by
the Company and thereafter, the Employee 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 or her own benefit, or for any purpose other than
the exclusive benefit of the Company, any Proprietary Information, provided that
the Employee may during his or her employment by the Company disclose
Proprietary Information to third parties as may be necessary or appropriate to
the effective and efficient discharge of his or her 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 Employee or any of his or her representatives becomes
legally compelled to disclose any of the Proprietary Information, the Employee
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
6.2 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 Employee.

             6.3. Property of the Company.

                    6.3.1. 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 Employee 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 or her
duties to the Company. If the Employee removes such materials or property in the
performance of his or her duties, the Employee 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 Employee 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 or she may have
access or become familiar in the course of his or her employment, except to the
extent necessary in the performance of his or her duties. Upon termination of
the Employee's employment with the Company, he or she will leave with the
Company or promptly return to the Company all originals and copies of such
materials or property then in his or her possession.

                                       -8-

<PAGE>

                     6.3.2. Intellectual Property. The Employee agrees that all
the Intellectual Property will be considered "works made for hire" as that term
is defined in Section 101 of the Copyright Act (17 U.S.C. ss. 101) and that all
right, title and 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 Employee retains any interest in the
Intellectual Property, the Employee hereby irrevocably assigns and transfers to
the Company any and all right, title, or interest that the Employee 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 Employee further agrees to execute any and
all documents and provide any further cooperation or assistance reasonably
required by the Company to perfect, maintain or otherwise protect its rights in
the Intellectual Property. If the Company is unable after reasonable efforts to
secure the Employee's signature, cooperation or assistance in accordance with
the preceding sentence, whether because of the Employee's incapacity or any
other reason whatsoever, the Employee hereby designates and appoints the Company
or its designee as the Employee's agent and attorney-in-fact, to act on his or
her 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 Employee acknowledges and
agrees that such appointment is coupled with an interest and is therefore
irrevocable.

             6.4. Acknowledgements. The Employee 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 Employee holds within the Company. The Employee
further acknowledges that the Restrictive Covenants are included herein in order
to induce the Company to enter into this Agreement and that the Company would
not have entered into this Agreement in the absence of the Restrictive
Covenants.

             6.5. Remedies and Enforcement Upon Breach.

                     6.5.1. Specific Enforcement. The Employee acknowledges that
any breach by him or her, willfully or otherwise, of the Restrictive Covenants
will cause continuing and irreparable injury to the Company for which monetary
damages would not be an adequate remedy. The Employee 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 Employee, 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.

                     6.5.2. 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.

                                       -9-

<PAGE>

                      6.5.3. Accounting. If the Employee breaches any of the
Restrictive Covenants, the Company will have the right and remedy to require the
Employee to account for and pay over to the Company all compensation, profits,
monies, accruals, increments or other benefits derived or received by the
Employee 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.

                      6.5.4. 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.

                      6.5.5. Disclosure of Restrictive Covenants. The Employee
agrees to disclose the existence and terms of the Restrictive Covenants to any
employer that the Employee may work for during the Restricted Period.

                      6.5.6. Extension of Restricted Period. If the Employee
breaches Section 6.1 in any respect, the restrictions contained in that section
will be extended for a period equal to the period that the Employee was in
breach.

7. Miscellaneous.

             7.1. 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 Employee hereby (a) waives any right to claim
payment of amounts owed to him or her, 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.

             7.2. 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 rights of the Employee hereunder are personal to the Employee and
may not be assigned by him.

             7.3. 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.

             7.4. 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 Employee and the Company hereby consent to the personal
and exclusive jurisdiction of such courts and hereby waive any objections that
they may have to personal jurisdiction, the laying of venue of any such
proceeding and any claim or defense of inconvenient forum.

                                      -10-

<PAGE>

             7.5. 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. 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.

             7.6. 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 delivered personally or upon mailing by registered or
certified mail, postage prepaid, return receipt requested, as follows:

             If to the Company, to:

             Neose Technologies, Inc.
             102 Witmer Road
             Horsham PA 19044
             Attn: General Counsel
             Fax: 215-315-9100

             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 Employee, to:

or to such other address as may be specified in a notice given by one party to
the other party hereunder.

             7.7. Entire Agreement; Amendments. This Agreement and the attached
exhibit contain the entire agreement and understanding of the parties relating
to the provision of severance benefits upon termination, and merges and
supersedes all prior and contemporaneous discussions, agreements and
understandings of every nature relating to that subject, including but not
limited to the Retention Agreement by and between the Employee and the Company
dated _________ and the Noncompetition and Confidentiality Agreement by and
between the

                                      -11-

<PAGE>

Employee and the Company dated __________. This Agreement may not be changed or
modified, except by an Agreement in writing signed by each of the parties
hereto.

             7.8.  Withholding. The Company will withhold from any payments due
to Employee hereunder, all taxes, FICA or other amounts required to be withheld
pursuant to any applicable law.

             7.9.  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.

             7.10. 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.

             IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date and year first above written.

                                    NEOSE TECHNOLOGIES, INC.

                                    By:   ______________________________________
                                          C. Boyd Clarke
                                          President and Chief Executive Officer

                                    ____________________________________________
                                    Employee

                                      -12-

<PAGE>

                                    Exhibit A
                     Release and Non-Disparagement Agreement

           THIS RELEASE AND NON-DISPARAGEMENT AGREEMENT (this "Release") is made
as of the ___ day of _______, _____ by and between ____________________ (the
"Employee") and NEOSE TECHNOLOGIES, INC. (the "Company").

           WHEREAS, the Employee's employment as an executive of the Company has
terminated; and

           WHEREAS, pursuant to Section[s] [2] [3] [and 4] of the Change of
Control Agreement by and between the Company and the Employee dated as of
__________ ___, 2002 (the "Change of Control Agreement"), the Company has agreed
to pay the Employee certain amounts and to provide him or her with certain
rights and benefits, subject to the execution of this 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. The Employee acknowledges that: (a) the payments,
rights and benefits set forth in Section[s] [2] [3] [and 4] of the Change of
Control Agreement constitute full settlement of all of his or her rights under
the Change of Control Agreement, (b) he or she has no entitlement under any
other severance or similar arrangement maintained by the Company, and (c) except
as otherwise provided specifically in this Release, the Company does not and
will not have any other liability or obligation to the Employee. The Employee
further acknowledges that, in the absence of his or her execution of this
Release, the payments and benefits specified in Section[s] [2] [3] [and 4] of
the Change of Control Agreement would not otherwise be due to the Employee.

SECTION 2. Release and Covenant Not to Sue. The Employee hereby fully and
forever releases and discharges the Company and its parents, affiliates and
subsidiaries, 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 Release, out of his or her 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. (S)
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, [except for any claims arising out of
the Tuition Reimbursement Agreement dated May 24, 2001 between Employee and the
Company]. The Employee expressly represents that he or she has not filed a
lawsuit or initiated any other administrative proceeding against the Company
(including for purposes of this Section 2, its parents, affiliates and
subsidiaries), and that he or she has not assigned any claim against the Company
(or its parents, affiliates and subsidiaries) to any other person or entity. The
Employee further promises not to initiate a lawsuit or to bring any other claim
against the Company (or its parents, affiliates and subsidiaries) arising out of
or in any way related to his or her employment by the Company or the termination
of that employment. The forgoing will not be deemed to release the Company from
(a) claims solely to enforce this Release, (b) claims solely to enforce
Section[s] [2] [3] [and 4] of the Change of Control Agreement, (c) claims for
indemnification under the Company's By-Laws, under any indemnification agreement
between the Company and the

<PAGE>

Employee or under any similar agreement or (d) claims solely to enforce the
terms of any equity incentive award agreement between the Employee and the
Company. This Release will not prevent the Employee 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 the
Employee for personal relief in connection with such a charge or investigation
(such as reinstatement or monetary damages) would be barred.

SECTION 3. Restrictive Covenants. The Employee acknowledges that the terms of
Section 6 of the Change in Control Agreement will survive the termination of his
or her employment. The Employee affirms that the restrictions contained in
Section 6 of the Change in Control Agreement are reasonable and necessary to
protect the legitimate interests of the Company, that he or she received
adequate consideration in exchange for agreeing to those restrictions and that
he or she will abide by those restrictions.

SECTION 4. Non-Disparagement. The Company (meaning, solely for this purpose,
Company's directors and executive officers and other individuals authorized to
make official communications on Company's behalf) will not disparage the
Employee or the Employee's performance or otherwise take any action which could
reasonably be expected to adversely affect the Employee's personal or
professional reputation. Similarly, the Employee will not disparage 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. The Employee further agrees that, subject to
reimbursement of his or her 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 the Employee was involved during his or her employment with
Company. The Employee shall render such cooperation in a timely manner on
reasonable notice from the Company.

SECTION 6. Rescission Right. The Employee expressly acknowledges and recites
that (a) he or she has read and understands this Release in its entirety, (b) he
or she has entered into this Release knowingly and voluntarily, without any
duress or coercion; (c) he or she has been advised orally and is hereby advised
in writing to consult with an attorney with respect to this Release before
signing it; (d) he or she was provided 21 calendar days after receipt of the
Release to consider its terms before signing it (or such longer period as is
required for this Release to be effective under the Age Discrimination in
Employment Act or any similar state law); and (e) he or she is provided seven
(7) calendar days from the date of signing to terminate and revoke this Release
(or such longer period required by applicable state law), in which case this
Release shall be unenforceable, null and void. The Employee may revoke this
Release during those seven (7) days (or such longer period required by
applicable state law) by providing written notice of revocation to the Company.

SECTION 7. Challenge. If the Employee violates or challenges the enforceability
of any provisions of the Noncompetition Agreement or this Release, no further
payments, rights or benefits under Section[s] [2] [3] [and 4] of the Change of
Control Agreement will be due to the Employee.

SECTION 8. Miscellaneous.

                                       -2-

<PAGE>

                  8.1. No Admission of Liability. This 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 the
Employee. There have been no such violations, and the Company specifically
denies any such violations.

                  8.2. No Reinstatement. The Employee 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 Release shall inure to the
benefit of and be binding upon the Company and the Employee and their respective
successors, executors, administrators and heirs. The Employee may make any
assignment of this Release or any interest herein, by operation of law or
otherwise. The Company may assign this 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
Release will be interpreted in such manner as to be effective and valid under
applicable law. However, if any provision of this 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 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 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 to the subject matter hereof. This
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 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 Release may be
executed, including execution by facsimile signature, in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.

                  IN WITNESS WHEREOF, the Company has caused this Release to be
executed by its duly authorized officer, and the Employee has executed this
Release, in each case as of the date first above written.

                                    NEOSE TECHNOLOGIES, INC.

                                    By:
                                    Name & Title:_______________________________


                                    EMPLOYEE


                                    ____________________________________________

                                       -3-