##### 



Exhibit 10.47 Option No.: ______ MARTEK BIOSCIENCES CORPORATION
2004 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT Martek Biosciences Corporation, a Delaware corporation (the Company), hereby grants an option to
purchase shares of its common stock, $.10 par value, (the Stock) to the optionee named below.
The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in
the Companys 2004 Stock Incentive Plan (the Plan). Grant Date: , 200 Option Termination Date:, 200 Name of Optionee: Optionees Social Security Number: -- Number of Shares Covered by Option: Option Price per Share: $. By signing this cover sheet, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is available on request. You agree that the
Plan will control in the event any provision of this Agreement should appear to be inconsistent. Optionee:(Signature)Company:(Signature)Title:
 Attachment This is not a stock certificate or a negotiable instrument.




---



##### 



MARTEK BIOSCIENCES CORPORATION
2004 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT Nonqualified Stock
Option
    
    This option is not intended to be an
incentive stock option under Section
422 of the Internal Revenue Code,
and it will be interpreted
accordingly.Vesting
    
    This option is only exercisable
before it expires and then only with
respect to the vested portion of the
option. Subject to the preceding
sentence, you may exercise this
option, in whole or in part, to
purchase a whole number of vested
shares not less than 100 shares,
unless the number of shares
purchased is the total number
available for purchase under the
option, by following the procedures
set forth in the Plan and below in
this Agreement.Your right to purchase shares of
Stock under this option vests as to
twenty percent (20%) of the total
number of shares covered by this
option, as shown on the cover sheet,
on each of the first five one-year
anniversaries of the Grant Date,
provided, that, you continue in
Service on each such anniversary
date. The resulting aggregate
number of vested shares will be
rounded to the nearest whole number,
and you cannot vest in more than the
number of shares covered by this
option.No additional shares of Stock will
vest after your Service has
terminated for any reason, except as
provided below in the case of your
death or Disability.Term
    
    Your option will expire in any event
at the close of business at Company
headquarters on the day before the
10th anniversary of the Grant Date,
as shown on the cover sheet. Your
option will expire earlier if your
Service terminates, as described
below.Regular Termination
    
    If your Service terminates for any
reason, other than death, Disability
or Cause, then your option will
expire at the close of business at
Company headquarters on the 30th day
after your termination date.Termination for
Cause
    
    If your Service is terminated for
Cause, then you shall immediately
forfeit all rights to your option
and the option shall immediately
expire.
 2




---



##### 



Death
    
    If your Service terminates because
of your death, then your option
shall become 100% vested and will
expire at the close of business at
Company headquarters on the date
twelve (12) months after the date of
death. During that twelve month
period, your designated beneficiary,
estate or heirs may exercise your
option.In addition, if you die during the
30-day period described in
connection with a regular
termination (i.e., a termination of
your Service not on account of your
death, Disability or Cause), and a
vested portion of your option has
not yet been exercised, then your
option will instead expire on the
date twelve (12) months after your
termination date. In such a case,
during the period following your
death up to the date twelve (12)
months after your termination date,
your designated beneficiary, estate
or heirs may exercise the vested
portion of your option.Disability
    
    If your Service terminates because
of your Disability, then your option
shall become 100% vested and will
expire at the close of business at
Company headquarters on the date
twelve (12) months after your
termination date.Leaves of Absence
    
    For purposes of this option, your
Service does not terminate when you
go on a bona fideemployee leave of
absence that was approved by the
Company in writing, if the terms of
the leave provide for continued
Service crediting, or when continued
Service crediting is required by
applicable law. However, your
Service will be treated as
terminating 30 days after you went
on employee leave, unless your right
to return to active work is
guaranteed by law or by a contract.
Your Service terminates in any event
when the approved leave ends unless
you immediately return to active
employee work.The Company determines, in its sole
discretion, which leaves count for
this purpose, and when your Service
terminates for all purposes under
the Plan.Notice of Exercise
    
    When you wish to exercise this
option, you must notify the
Companys designated agent filing
in the manner and form permitted by
the designated agent.If someone else wants to exercise
this option after your death, that
person must prove to the Companys
satisfaction that he or she is
entitled to do so.
 3




---



##### 



Form of Payment
    
    When you submit your notice of
exercise, you must include payment
of the option price for the shares
you are purchasing. Payment may be
made in one (or a combination) of
the following forms: Cash, your personal check, a
cashiers check, a money order or
another cash equivalent acceptable
to the Company. Shares of Stock which have
already been owned by you for more
than six months and which are
surrendered to the Company. The
value of the shares, determined as
of the effective date of the option
exercise, will be applied to the
option price. By delivery (on a form
prescribed by the Company or the
designated agent) of an irrevocable
direction to a licensed securities
broker acceptable to the Company to
sell Stock and to deliver all or
part of the sale proceeds to the
Company in payment of the aggregate
option price and any withholding
taxes (if approved in advance by the
Compensation Committee of the Board
if you are either an executive
officer or a director of the
Company).Withholding Taxes
    
    You will not be allowed to exercise
this option unless you make
acceptable arrangements to pay any
withholding or other taxes that may
be due as a result of the option
exercise or sale of Stock acquired
under this option. In the event
that the Company determines that any
federal, state, local or foreign tax
or withholding payment is required
relating to the exercise or sale of
shares arising from this grant, the
Company shall have the right to
require such payments from you, or
withhold such amounts from other
payments due to you from the Company
or any Affiliate.
 4




---



##### 



Transfer of Option
    
    Except as provided in this section,
during your lifetime, only you (or,
in the event of your legal
incapacity or incompetency, your
guardian or legal representative)
may exercise this option and the
option shall not be assignable or
transferable by you, other than by
designation of beneficiary, will or
the laws of descent and
distribution. You may transfer all
or part of this option, not for
value, to any Family Member,
provided that you provide prior
written notice to the Company, in a
form satisfactory to the Company, of
such transfer. For the purpose of
this section, a not for value
transfer is a transfer which is (i)
a gift, (ii) a transfer under a
domestic relations order in
settlement of marital property
rights, or (iii) a transfer to an
entity in which more than fifty
percent of the voting interests are
owned by Family Members (or you) in
exchange for an interest in that
entity. Subsequent transfers of
transferred options are prohibited
except to your Family Members in
accordance with this section or by
will or the laws of descent and
distribution. The events of
termination of the Service this
Agreement shall continue to be
applied with respect to you,
following which the option shall be
exercisable by the transferee only
to the extent, and for the periods
specified in herein.Retention Rights
    
    Neither your option nor this
Agreement gives you the right to be
retained by the Company (or any
Parent, Subsidiaries or Affiliates)
in any capacity. The Company (and
any Parent, Subsidiaries or
Affiliates) reserves the right to
terminate your Service at any time
and for any reason.Shareholder Rights
    
    You, or your designated beneficiary,
estate or heirs, have no rights as a
shareholder of the Company until a
certificate for your options shares
has been issued (or an appropriate
book entry has been made). No
adjustments are made for dividends
or other rights if the applicable
record date occurs before your stock
certificate is issued (or an
appropriate book entry has been
made), except as described in the
Plan.
 5




---



##### 



Forfeiture of Rights
    
    The Company at any time shall have
the right to cause a forfeiture of
your rights on account of you taking
actions in competition with the
Company. Unless otherwise specified
in an employment or other agreement
between the Company and you, you
take actions in competition with the
Company if you directly or
indirectly own any interest in,
operates, joins, controls or
participates as a partner, director,
principal, officer, or agent of,
enters into the employment of, acts
as a consultant to, or performs any
services for, any entity which has
material operations which compete
with any business in which the
Company or any of its Subsidiaries
is engaged during your employment
with the Company or any of its
Affiliates or at the time of your
termination of Service.Adjustments
    
    In the event of a stock split, a
stock dividend or a similar change
in the Stock, the number of shares
covered by this option and the
option price per share shall be
adjusted (and rounded down to the
nearest whole number) if required
pursuant to the Plan. Your option
shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the
Company is subject to such corporate
activity.Applicable Law
    
    This Agreement will be interpreted
and enforced under the laws of the
State of Maryland, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.The Plan
    
    The text of the Plan is incorporated
in this Agreement by reference.
Certain capitalized terms used in
this Agreement are defined in the
Plan, and have the meaning set forth
in the Plan.This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this option. Any prior
agreements, commitments or
negotiations concerning this option
are superseded.
 6




---



##### 



Data Privacy
    
    In order to administer the Plan, the
Company may process personal data
about you. Such data includes but
is not limited to the information
provided in this Agreement and any
changes thereto, other appropriate
personal and financial data about
you such as home address and
business addresses and other contact
information, payroll information and
any other information that might be
deemed appropriate by the Company to
facilitate the administration of the
Plan.By accepting this option, you give
explicit consent to the Company to
process any such personal data. You
also give explicit consent to the
Company to transfer any such
personal data outside the country in
which you work or are employed,
including, with respect to non-U.S.
resident Optionees, to the United
States, to transferees who shall
include the Company and other
persons who are designated by the
Company to administer the Plan.Consent to Electronic Delivery
    
    The Company may choose to deliver
certain statutory materials relating
to the Plan in electronic form. By
accepting this option grant you
agree that the Company may deliver
the Plan prospectus and the
Companys annual report to you in an
electronic format. If at any time
you would prefer to receive paper
copies of these documents, as you
are entitled to, the Company would
be pleased to provide copies.
Please contact the Companys Human
Resources Department to request
paper copies of these documents.
 By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan. 7