**EXHIBIT 10.50****SETTLEMENT AGREEMENT AND GENERAL RELEASE**     **THIS SETTLEMENT AGREEMENT AND RELEASE**(the “Agreement”) is made and entered into as of the15th day of October, 2007 (“Settlement Date”), by and between Martek BiosciencesCorporation (“Martek”) and Robert Zuccaro (“Zuccaro”), on his own behalf and as Stockholders’Representative of certain former interest holders (the “Former Interest Holders”) of OmegaTech,Inc. (“OmegaTech”).**RECITALS:**     A. Pursuant to a Merger Agreement, dated March 25, 2002, by and between Martek and OmegaTech,as amended (the “Merger Agreement”), the Former Interest Holders received certain contingent rightsto receive shares of Martek’s Common Stock, par value $0.10 per share (the “Common Stock”), uponthe occurrence of certain events described in the Merger Agreement (the “Contingent Rights”).     B. There is an action pending currently in the United States District Court for the Districtof Maryland, styled *Martek Biosciences Corporation v. Robert Zuccaro, as Stockholders’Representative of the Former Interest Holders of OmegaTech, Inc.*, Civil Action No. AMD 04-3349**,**which arises out of the Merger Agreement (the “Litigation”).     C. To avoid the risks and costs of continued litigation, Zuccaro, on his own behalf and asStockholders’ Representative of the Former Interest Holders, pursuant to his express authority toact on behalf of the Former Interest Holders as granted to him in Section 7.3(a) of the MergerAgreement, and Martek wish to compromise and settle the Litigation and certain other potentialclaims.
 

 
     D. This Agreement is entered into to settle and compromise all disputed claims, and no party,by virtue of entering into this Agreement, admits liability for, or the validity of, any claims ordefenses asserted in the Litigation.     NOW, THEREFORE, it is agreed between Zuccaro, on his own behalf and as Stockholders’Representative of the Former Interest Holders, and Martek, as follows:     1. Zuccaro, on his own behalf and as Stockholders’ Representative of the Former InterestHolders, represents and warrants:          a. that he has the full power and authority to enter into this Agreement and bind all of theFormer Interest Holders; specifically, pursuant to Section 7.3 of the Merger Agreement, Zuccaro has“full power and authority to represent all of the [Former Interest Holders] and their successorswith respect to all matters arising under this Agreement and the Escrow Agreement and all actionstaken by the Stockholders’ Representative hereunder and thereunder shall be binding on all suchFormer Interest Holders and their successors as if expressly confirmed and ratified in writing byeach of them;” and          b. that neither Zuccaro nor any of the Former Interest Holders has paid or given, directly orindirectly, any commission or other remuneration for soliciting the exchange of the ContingentRights for the Settlement Shares contemplated hereby, and Zuccaro has no knowledge of any factsthat would lead him to the conclusion that Martek is disqualified from relying on the exemptionafforded by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”) inconnection with the exchange of the Contingent Rights for the Settlement Shares.
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     2. Martek, in reliance upon Zuccaro’s representation and warranty set forth in Section 1hereof, and upon fulfillment of the terms and conditions contained in this Agreement, agrees totransfer to Zuccaro, on his own behalf and as Stockholders’ Representative of the Former InterestHolders, and Zuccaro, on his own behalf and as Stockholders’ Representative of the Former InterestHolders, agrees to accept, 341,061.499 shares of Martek Common Stock, par value $0.10 per share(the “Settlement Shares”), for the benefit of the Former Interest Holders in exchange for theContingent Rights held by the Former Interest Holders, of which 8,000 shares of Common Stock (the“Escrow Shares”) shall be deposited into an escrow account established for the benefit of theFormer Interest Holders pursuant to subsection (f) of this Section 2 (the “Escrow Account”), and333,061.499 shares of Common Stock (the “Exchange Shares”) shall be distributed to the FormerInterest Holders as set forth below.          a. Attached as Schedule A hereto is a schedule of the Former Interest Holders settingforth, for each Former Interest Holder, its respective Contingent Rights, the Settlement Shares forwhich its Contingent Rights shall be exchanged, and its address. Zuccaro, on his own behalf and asStockholders’ Representative of the Former Interest Holders, hereby acknowledges that he hasreviewed the information contained on Schedule A and, to his knowledge, the information on ScheduleA is correct and complete with respect to each of the Former Interest Holders. As promptly asreasonably practicable following the Settlement Date, Martek shall deposit with Registrar &Transfer Company or another bank or trust company designated as the
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exchange agent by Martek (the “Exchange Agent”) certificates representing the Settlement Shares,together with cash in an amount sufficient to permit the payment of cash in lieu of fractionalshares pursuant to subsection (j) of this Section 2.          b. As soon as practicable after the Settlement Date, Martek shall use its reasonable effortsto cause the Exchange Agent to send to each Former Interest Holder, in accordance with Schedule A,a certificate of acknowledgment (the “Acknowledgement Certificate”) which (i) shall contain, forthose Former Interest Holders who have previously received certificates representing ContingentRights (“Contingent Rights Certificates”), instructions for use in effecting the surrender of theContingent Rights Certificates, (ii) shall request, from those Former Shareholders who have notpreviously received Contingent Rights Certificates, an acknowledgment to such effect; and (iii)shall require, for each Former Interest Holder, an acknowledgement that such Former Interest Holderhas agreed to relinquish any rights such Former Interest Holder may have in the Contingent Rightsin exchange for such Former Interest Holder’s portion of the Settlement Shares. Each FormerInterest Holder shall also acknowledge that delivery of the Acknowledgment Certificate and, ifapplicable, Contingent Rights Certificates, shall be effected and risk of loss and title to anyContingent Rights Certificates shall pass, only upon actual delivery thereof to the Exchange Agent.Upon submission to the Exchange Agent of a duly executed Acknowledgement Certificate and, ifapplicable, a Contingent Rights Certificate for cancellation, such Former Interest Holder shall beentitled to receive in exchange therefor (A) a certificate representing the number of wholeSettlement Shares into which
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the Contingent Rights represented by the submitted Acknowledgment Certificate were converted as ofthe Settlement Date, and (B) cash in lieu of any fractional Settlement Share in accordance withsubsection (j) of this Section 2, and any Contingent Rights Certificates so surrendered shall thenbe canceled. Until surrendered as contemplated by this Section 2, any Contingent RightsCertificate, from and after the Settlement Date, shall be deemed to represent only the right toreceive, upon such surrender, the number of Settlement Shares set forth with respect to suchContingent Rights Certificate on Schedule A hereto.          c. If any certificate representing Settlement Shares or any cash is to be issued or paid toany person other than the registered holder of the Contingent Rights surrendered in exchangetherefor, it shall be a condition to such exchange that such third party be designated on theAcknowledgment Certificate and any surrendered Contingent Rights Certificate shall be properlyendorsed and otherwise in proper form for transfer and such person either (i) shall pay to theExchange Agent any transfer or other taxes required as a result of the issuance of suchcertificates of Common Stock and the distribution of such cash payment to such person or (ii) shallestablish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or isnot applicable. Martek or the Exchange Agent shall be entitled to deduct and withhold from theamounts otherwise payable pursuant to this Agreement to any Former Interest Holder such amounts asMartek or the Exchange Agent is required to deduct and withhold with respect to the making of suchpayment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision ofstate, local or foreign tax law. To
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the extent that amounts are so withheld by Martek or the Exchange Agent, such withheld amountsshall be treated for all purposes of this Agreement as having been paid to the Former InterestHolder in respect of which such deduction and withholding was made by Martek or the Exchange Agent.All amounts in respect of taxes received or withheld by Martek shall be disposed of by Martek inaccordance with the Code or such state, local or foreign tax law, as applicable.          d. If any previously received Contingent Rights Certificate shall have been lost, stolen ordestroyed, upon the making of an affidavit of that fact by the Former Interest Holder claiming suchContingent Rights Certificate to be lost, stolen or destroyed, Martek shall issue in exchange forsuch lost, stolen or destroyed Contingent Rights Certificate the Settlement Shares and pay any cashin lieu of fractional shares in respect of such Contingent Rights Certificate. The owner of suchlost, stolen or destroyed Contingent Rights Certificate shall indemnify Martek against any claimthat may be made against Martek with respect to the Contingent Rights Certificate alleged to havebeen lost, stolen or destroyed.          e. Delivery of the Settlement Shares by Martek in exchange for the Contingent Rights shallwholly and completely discharge Martek of any liability related thereto. In particular, andwithout limitation, all Contingent Rights shall, upon the Settlement Date, be cancelled and noFormer Interest Holder shall have any further rights thereunder, including any rights whatsoever toreceive Martek Common Stock on account of any milestones under the Merger Agreement, other than theright to receive the Settlement Shares set forth on Schedule A with respect to each Former Interest
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Holder. Zuccaro, on his own behalf and as Stockholders’ Representative of the Former InterestHolders of OmegaTech, represents and warrants that he will provide an exclusive mechanism for (i)allocating the Escrow Shares; and (ii) resolving any disputes arising out of such allocation.Disputes relating to the forgoing shall not affect the validity or finality of this Agreement.          f. Zuccaro, on his own behalf and as Stockholders’ Representative of the Former InterestHolders, shall be solely responsible for establishing and identifying the Escrow Account into whichMartek shall deposit the Escrow Shares. Martek’s sole responsibilities with respect to the EscrowShares are (i) to deposit said shares into the Escrow Account and (ii) to include the Escrow Sharesin the Registration Statement (as defined below), and Martek bears no responsibility for setting upthe Escrow Account or distributing the shares from the Escrow Account.          g. The Settlement Shares will be issued in a transaction exempt from registration under theSecurities Act of 1933, as amended (the “Securities Act”). Martek shall use its commerciallyreasonable efforts to prepare, file as promptly as practicable following the Settlement Date andcause to become effective, within 60 Business Days after the Settlement Date (or as soon aspracticable thereafter in the event the Registration Statement becomes subject to review by thestaff of the SEC), a registration statement on Form S-3 or such other form as may be appropriate tobe filed with the SEC by Martek under the Securities Act (together with any amendments orsupplements thereto, whether prior to or after the effective date thereof, a “RegistrationStatement”) covering the public resale of the Settlement Shares, and Martek shall use
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its commercially reasonable efforts to keep the Registration Statement continuously effective untilthe second anniversary of the Settlement Date (the “Effective Period”). Any such registrationshall be subject to the customary terms and conditions used in connection with resale prospectuses.Martek’s obligations under this Section 2(c) are contingent upon each Former Interest Holderproviding promptly all information concerning the Former Interest Holder and its proposed plan ofdistribution as Martek may reasonably request in connection with any of the foregoing. Martek mayby written notice to the Former Interest Holders immediately suspend the use of any resaleprospectus for a period not to exceed 45 consecutive days in any one instance and for a period notto exceed 90 calendar days in any 12-month period (each, a “Suspension Period”) pursuant to aRegistration Statement at any time that (a) Martek becomes engaged in a business activity ornegotiation that is not disclosed therein under applicable law and which Martek desires to keepconfidential for business purposes or (b) Martek determines that a particular disclosure sodetermined to be required to be disclosed therein be premature or would adversely affect Martek orits business or prospects. Martek will use its commercially reasonable efforts to ensure that theuse of any such Registration Statement may be resumed as soon as practicable. Martek shallpromptly notify the Former Interest Holders upon the termination of any Suspension Period, promptlyamend or supplement the Registration Statement following the termination of such Suspension Period,if necessary, so that it does not contain any untrue statement of material fact or amount to statea material fact required to be stated therein in order to make the statements therein notmisleading, and furnish to the
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Former Interest Holders such numbers of copies of the prospectus therein as so amended orsupplemented on documents incorporated by reference therein as the Former Interest Holders mayreasonably request.          h. In connection with any registration of Common Stock pursuant to this Agreement, Martek willpay all expenses incident to its performance of or compliance with this Section 2 including,without limitation, all registration, filing and National Association of Securities Dealers fees,fees and expenses of compliance with federal or state securities laws, printing expenses and feesand disbursements of counsel for Martek and all independent public accountants.          i. The certificates evidencing the Settlement Shares will bear the legend set forth below:THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN ATRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF1933. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BETRANSFERRED IN ACCORDANCE WITH REGISTRATION UNDER OR AN EXEMPTIONFROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933.          j. No certificates or scrip representing fractional shares of Common Stock shall be issuedupon the surrender for exchange of Contingent Rights and such a fractional share shall not entitlethe record or beneficial owner thereof to vote or to any other rights as a stockholder of Martek.In lieu of receiving any such fractional share, each Former Interest Holder who would otherwisehave been entitled thereto upon the surrender of Contingent Rights for exchange will receive cash(without interest) in an
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amount rounded to the nearest whole cent, determined by multiplying such fractional share bythe Current Average Price. “Current Average Price” shall mean the average closing price of a shareof Common Stock as reported on the Nasdaq National Market for the 45 most recent days that CommonStock has traded ending on the business day prior to the Settlement Date.     3. Zuccaro, on his own behalf and as Stockholders’ Representative of the Former InterestHolders, their respective trusts, trustees, heirs, heirs-at-law, executors, administrators,beneficiaries, successors, assigns, agents, representatives, attorneys and insurers, does hereby,separately and severally, fully, completely, and absolutely RELEASE AND FOREVER DISCHARGE Martekand its respective predecessors, successors, parents, subsidiaries, affiliates, divisions, assigns,principals, stockholders, officers, directors, employees, agents, independent contractors,representatives, attorneys, insurers, trusts, and trustees, separately and severally, from any andevery claim, demand, agreement, understanding and cause of action, both known and unknown, whichZuccaro, on his own behalf and as Stockholders’ Representative of the Former Interest Holders, hadat any time in the past, now have or may have in the future, against Martek. Specifically, withoutlimitation, Zuccaro, on his own behalf himself and as Stockholders’ Representative of the FormerInterest Holders, releases and discharges Martek from (i) any and all claims that were asserted orcould have been asserted in the Litigation, (ii) any and all claims that any Former Interest Holdermay have against Martek arising under the Merger Agreement and the Contingent Rights, including,without limitation, any claims based upon the achievement or
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purported achievement of any Milestone, as such term is defined in the Merger Agreement, and(iii) any claims based upon the allocation of the Settlement Shares among the Former InterestHolders. It is the intent of Zuccaro, on his own behalf and as Stockholders’ Representative of theFormer Interest Holders, to grant an absolute, full, complete and unconditional release of Martekfrom anything and everything, except acts or omissions of Martek occurring subsequent to the dateof this release.     4. Martek, its respective predecessors, successors, parents, subsidiaries, affiliates,divisions, assigns, principals, stockholders, officers, directors, employees, agents, independentcontractors, representatives, attorneys, insurers, trusts, and trustees, does hereby, separatelyand severally, fully, completely, and absolutely RELEASE AND FOREVER DISCHARGE Zuccaro, on his ownbehalf and as Stockholders’ Representative of the Former Interest Holders, their respective trusts,trustees, heirs, heirs-at-law, executors, administrators, beneficiaries, successors, assigns,agents, representatives, attorneys and insurers, separately and severally, from any and everyclaim, demand, agreement, understanding and cause of action, both known and unknown, which Martekhad at any time in the past, now have or may have in the future, against Martek. Specifically,without limitation, Martek releases and discharges Zuccaro, on his own behalf and as Stockholders’Representative of the Former Interest Holders, from any and all claims that were asserted or couldhave been asserted in the Litigation and any and all claims that Martek may have against Zuccaro,on his own behalf and as Stockholders’ Representative of the Former Interest Holders, arising underthe Merger Agreement and the Contingent Rights, including, without
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limitation, any claims based upon the achievement or purported achievement of any Milestone,as such term is defined in the Merger Agreement. It is the intent of Martek to grant an absolute,full, complete and unconditional release of Martek from anything and everything, except acts oromissions of Zuccaro, on his own behalf and as Stockholders’ Representative of the Former InterestHolders, occurring subsequent to the date of this release.     5. The releases contained in this Agreement include, but are not limited to, any and everyclaim, demand and cause of action, known or unknown, at law or equity, whether in contract, tort,statutory or otherwise, against Martek relating in any way to any provision of the MergerAgreement.     6. Within 15 days of the entry of the filing of a Stipulation of Dismissal with Prejudice inthe form attached hereto, Zuccaro shall return to Martek all documents and other materials producedby Martek in response to discovery requests made in the Litigation or any confidential portions ofany depositions taken in the Litigation (“Martek Materials”). As an alternative to returning suchmaterials, Zuccaro may elect to destroy Martek Materials, subject to the certification requirementsset forth below. Zuccaro shall, at that time, certify that he has handled Martek Materialsconsistent with the Protective Order entered in the Litigation, that he has retrieved all suchMartek Materials from any person to whom they have made such materials available pursuant to theProtective Order, and that they have either returned or destroyed all such Martek Materials. Theparties agree that it would be extremely difficult and impracticable under the presently known andanticipated facts and circumstances to ascertain and fix the
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actual damages Martek would incur should Zuccaro fail to comply with the provisions of thisSection 6.     7. Each of the parties to this Agreement acknowledge that they are responsible for their owncosts, fees, expenses and attorneys fees incurred in the Litigation.     8. This Settlement Agreement and the covenants, obligations, undertakings, rights and benefitsshall be binding and shall inure to the benefit of the parties hereto and their respectiverepresentatives, successors, assigns, heirs, executors, trustees, beneficiaries, administrators,respective predecessors, successors, parents, subsidiaries, affiliates, divisions, assigns,principals, stockholders, officers, directors, employees, agents, independent contractors,representatives, attorneys, insurers, trusts, and trustees.     9. This Agreement contains the entire agreement between the parties hereto and supersedes allprior agreements, negotiations, discussions, representations, commitments, or understandings.There have been no other representations, promises, agreements, or inducements not hereinexpressed, and this Agreement contains the entire and only agreement between Zuccaro, on his ownbehalf and as Stockholders’ Representative of the Former Interest Holders, and Martek. The partiesunderstand, agree and expressly assume the risk that any fact not recited, contained or embodied inthis Agreement may turn out hereinafter to be other than, different from, or contrary to the factsnow known to them or believed by them to be true, and further agree that this Agreement shall beeffective in all respects notwithstanding and shall not be subject to
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termination, modification or rescission by reason of any such difference in facts. This Agreementcannot be amended or modified except by a writing signed by all parties hereto.     10. Zuccaro, on his own behalf and as Stockholders’ Representative of the Former InterestHolders, agrees that the language of this Agreement shall not be construed, by any rule of law orpresumption of law or otherwise, against the drafter. He further agrees that he and his attorneyhave had full opportunity to read and review this Agreement and to contribute or alter language orcontents thereof.     11. The parties agree that this Agreement shall be governed by the laws of the State ofMaryland as applied to contracts made and fully performed in such state.     12. Exclusive jurisdiction to resolve any disputes between the parties about the meaning orinterpretation of this Agreement shall lie with the United States District Court for the Districtof Maryland.     13. Any notices required under this Agreement to be given to a party hereto shall be sent bycertified mail to the party’s address as set forth below:*If to Martek:*Martek Biosciences Corporation c/o: