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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
 FORM 10-K/A (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED OCTOBER 31, 2003 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 COMMISSION FILE NUMBER: 0-22354 MARTEK BIOSCIENCES CORPORATION  DELAWARE
    
    52-1399362(STATE OR OTHER JURISDICTION OF
    
    (I.R.S. EMPLOYERINCORPORATION OR ORGANIZATION)
    
    IDENTIFICATION NUMBER)
 6480 DOBBIN ROAD, COLUMBIA, MARYLAND 21045
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANTS TELEPHONE NUMBER INCLUDING AREA CODE: (410) 740-0081 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
    
    NONE(TITLE OF CLASS:)
    
    (NAME OF EACH EXCHANGE ON WHICH REGISTERED:)
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $.10 PAR VALUE
(TITLE OF CLASS) Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the last 90 days. [X] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). [X] Yes [ ] No The aggregate market value of Common Stock held by non-affiliates of the
registrant as of April 30, 2003, was $738,046,213. The number of shares of Common Stock outstanding as of December 31, 2003
was 28,167,466. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of Registrants Annual Report to Stockholders for the
fiscal year ended October 31, 2003 are incorporated by reference into Part II
of this Report. Certain portions of the Registrants Definitive Proxy Statement
for its 2004 Annual Meeting of Stockholders (which will be filed with the
Commission within 120 days after the end of the Registrants 2003 fiscal year)
are incorporated by reference into Part III of this Report.




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EXPLANATORY NOTE We are filing this Amendment No. 1 to our Annual Report on Form 10-K for
the period ended October 31, 2003 to amend Item 15 to reflect the filing of the
revised Exhibits 10.59 and 10.60 with this report to disclose additional
portions of these exhibits that we previously had redacted. Except as noted herein, our Annual Report on Form 10-K for the period
ended October 31, 2003 remains as originally filed with the Securities and
Exchange Commission on January 29, 2004.




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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a)(1) Financial Statements The following Financial Statements and Report of Independent Auditors set
forth on the pages indicated in our Annual Report to Stockholders for the year
ended October 31, 2003 are incorporated into Item 8 of Part II of this Report: Page(s) in Company's Annual Report to StockholdersConsolidated Balance Sheets as of October 31, 2003 and 2002
    
    
    16Consolidated Statements of Operations for the Years Ended October 31, 2003, 2002 and 2001
    
    
    17Consolidated Statements of Stockholders Equity for the Years Ended October 31, 2003, 2002 and 2001
    
    
    18Consolidated Statements of Cash Flows for the Years Ended October 31, 2003, 2002 and 2001
    
    
    19Notes to Consolidated Financial Statements
    
    
    20Report of Independent Auditors
    
    
    31
 (a)(2) Financial Statement Schedules Financial statement schedules have been omitted since they are either not
required, not applicable, or the information is otherwise included in the
consolidated financial statements or the notes to consolidated financial
statements. (a)(3) Exhibits See Index to Exhibits on pages 24 through 26. The Exhibits listed in the
accompanying Index to Exhibits are filed or incorporated by reference as part
of this report. (b) Reports on Form 8-K Form 8-K (Item 5 and Item 7 reported) filed on October 3, 2003




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized on August 23, 2004. MARTEK BIOSCIENCES CORPORATIONBy
    
    /s/ Henry Linsert, Jr.Henry Linsert, Jr.Chief Executive Officer and Director
 POWER OF ATTORNEY Pursuant to the requirement of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the date
indicated. Signatures
    
    Title
    
    Date/s/ Henry Linsert, Jr.
    
    Chief Executive Officer and Director
    
    August 23, 2004(Principal Executive Officer)Henry Linsert, Jr./s/ Peter L. Buzy
    
    Principal Financial and Accounting Officer
    
    August 23, 2004Peter L. Buzy/s/ *
    
    Director
    
    August 23, 2004Jules Blake/s/ *
    
    Director
    
    August 23, 2004Robert J. Flanagan/s/ *
    
    Director
    
    August 23, 2004Ann L. Johnson/s/ *
    
    Director
    
    August 23, 2004Gordon S. Macklin/s/ *
    
    Director
    
    August 23, 2004Douglas J. MacMaster, Jr./s/ *
    
    Director
    
    August 23, 2004John H. Mahar/s/*
    
    Director
    
    August 23, 2004Sandra Panem/s/ *
    
    Director
    
    August 23, 2004Richard J. Radmer/s/*
    
    Director
    
    August 23, 2004Eugene H. Rotberg*By power of attorney/s/ Peter L. Buzy
    
    
    
    August 23, 2004Peter L. BuzyPower of Attorney




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EXHIBIT INDEX EXHIBITNUMBER
    
    DESCRIPTION3.01
    
    Revised Restated Certificate of Incorporation of Registrant.3.02
    
    Amendment to the Restated Certificate of Incorporation, effective March
14, 1995 (filed as Exhibit 3.1 to the Companys Registration Statement on
Form S-3, File No. 33-89760, filed March 15, 1995, and incorporated by
reference herein).3.03
    
    Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock (filed as Exhibit 4 to the Companys Form
8-K, File No. 0-22354, filed January 29, 1996, and incorporated by
reference herein).3.04
    
    Amended By-Laws of Registrant.3.05
    
    Amendment to By-Laws, effective March 14, 1995 (filed as Exhibit 3.2 to
the Companys Registration Statement on Form S-3, File No. 33-89760, filed
March 15, 1995, and incorporated by reference herein).3.06
    
    Amendment to Bylaws effective March 2, 2001 (filed as exhibit 3.06 to the
Companys 2001 Form 10-K, File No. 22354, and Incorporated by reference
herein).3.07
    
    Certificate of Amendment to the Restated Certificate of Incorporation of
Martek Biosciences Corporation (filed as exhibit 3.07 to the Companys
quarterly report on Form 10-Q, File No. 22354, for the quarter ended
January 31, 2002, and incorporated by reference herein).3.08
    
    Martek Biosciences Corporation Amendment to By-laws effective April 25,
2002 (filed as exhibit 3.08 to the Companys quarterly report on Form
10-Q, File No. 22354, for the quarter ended April 30, 2002, and
incorporated by reference herein).4.01
    
    Specimen Stock Certificate for Common Stock.4.02
    
    Common Stock and Warrant Purchase Agreements, dated May 19, June 1, June
6, and June 8, 1995, by and among the Company and the Selling Stockholders
(filed as Exhibit 4.2 to the Companys Registration Statement on Form S-3,
File No. 33-93580, filed June 16, 1995, and incorporated by reference
herein).4.03
    
    Warrant No. 1 issued pursuant to Common Stock and Warrant Purchase
Agreements and Schedule of Warrants (filed as Exhibit 4.3 to the Companys
Registration Statement on Form S-3, File No. 33-93580, filed June 16,
1995, and incorporated by reference herein).4.04
    
    Form of Rights Agreement dated as of January 24, 1996 between the Company
and Registrar and Transfer Company, as Rights Agent (filed as Exhibit 1 to
the Companys Form 8-K, File No. 0-22354, filed January 29, 1996, and
incorporated by reference herein).4.05
    
    Form of First Amendment to Rights Agreement between the Company and
Registrar and Transfer Company, as Rights Agent (filed as Exhibit 99.1 to
the Companys Form 8-K, File No. 0-22354, filed November 9, 1998 and
incorporated by reference herein).10.01
    
    Form Indemnification Agreement for directors.10.02
    
    1986 Stock Option Plan, as amended.10.03
    
    1992 Registration Rights Agreement between the Company and Preferred
Stockholders.10.04
    
    Employment Agreement, dated May 4, 1990, between the Company and Henry
Linsert, Jr. +10.08
    
    Form of Proprietary Information, Inventions and Non-Solicitation
Agreement.10.12
    
    Collaborative Research and License Agreement, dated April 30, 1993, as
amended June 11, 1993, between the Company and the Trustees of Columbia
University.10.13
    
    Lease, commencement date October 15, 1992, between the Company and Aetna
Life Insurance Company, as modified on August 5, 1993.10.14
    
    License Agreement, dated September 10, 1992, between the Company and
Bestuurcentrum Der Verenigde Bedrijven Nutricia B.V.*10.14A
    
    Exhibits to September 10, 1992 License Agreement between the Company and
Bestuurcentrum Der Verenigde Bedrijven Nutricia B.V.*10.15
    
    License Agreement, dated October 28, 1992, between the Company and Mead Johnson & Company.*10.15A
    
    Exhibits to October 28, 1992 License Agreement between the Company and Mead Johnson & Company.*10.16
    
    License Agreement, dated January 28, 1993 between the Company and
American Home Products Corporation represented by the Wyeth-Ayerst
Division (Domestic Version) and American Home Products Corporation
represented by its agent Wyeth-Ayerst
International (International Version).*




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10.16A
    
    Exhibits to January 28, 1993 License Agreements between the Company and
American Home Products Corporation represented by the Wyeth-Ayerst
Division (Domestic Version) and American Home Products Corporation
represented by its agent Wyeth-Ayerst International (International
Version).*10.18
    
    Lease Modification Agreement, dated October 14, 1993 between the Company
and Aetna Life Insurance Company.10.20
    
    Second Lease Modification Agreement, dated September 27, 1994, between
the Company and Aetna Life Insurance Company (filed as Exhibit 10.20 to
the Companys 1995 Form 10-K, File No. 0-22354, and incorporated by
reference herein).10.22
    
    Directors Stock Option Plan (filed as Exhibit 4.1(b) to the Companys
Registration Statement on Form S-8, File No. 33-79222, filed May 23, 1994,
and incorporated by reference herein).10.23
    
    Manufacturing Agreement, dated December 31, 1996, between the Company
and DSM Food Specialties (formerly Royal Gist-Brocades B.V.)* (filed as
exhibit 10.23 to the Companys Annual Report on Form 10-K for the fiscal
year ended October 31, 1996).10.24
    
    Martek Biosciences Corporation 1997 Stock Option Plan (filed as Exhibit
4.1(e) to the Companys Registration Statement on Form S-8, File No.
333-27671, filed May 22, 1997, and incorporated by reference herein).10.25
    
    Third Amendment of Lease, dated August 1, 1997 between the Company and
M.O.R Columbia Limited Partnership (filed as exhibit 10.25 to the
Companys 1997 10-K, File No. 000-22354, and incorporated by reference
herein).10.26
    
    Fourth Amendment of Lease, dated August 5, 1998 between the and M.O.R
Columbia Limited Partnership (filed as exhibit 10.26 to the Companys 1998
Form 10-K, File No. 22354, and incorporated by reference herein).10.28
    
    Common Stock and Warrant Purchase Agreement, dated April 27, 1998, by
and among the Company and the Selling Stockholders (filed as exhibit 99.2
to the Companys Form 8-K, File No. 22354, dated April 27, 1998 and
incorporated by reference herein).10.29
    
    Common Stock and Warrant Purchase Agreement, dated May 28, 1999, by and
among the Company and the Selling Stockholders (filed as exhibit 99.2 to
the Companys Form 8-K, File No. 22354, dated June 9, 1999 and
incorporated by reference herein).10.30
    
    License Agreement, dated March 31, 2000 between the Company and Abbott
Laboratories * (filed as exhibit 10.30 to the Companys quarterly report
on Form 10-Q for the quarter ended April 30, 2000, and incorporated by
reference herein).10.32
    
    Martek Biosciences Corporation 2001 Stock Option Plan (filed as Exhibit
10.01 to the Companys Registration Statement on Form S-8, filed on
November 16, 2001, and incorporated by reference herein).10.33
    
    Common Stock and Warrant Purchase Agreement, dated February 28, 2001 by
and among the Company and the Selling Stockholders (filed as exhibit 99.2
to the Companys Form 8-K, File No. 22354, dated March 2, 2001 and
incorporated by reference herein).10.34
    
    Common Stock Purchase Agreement, dated December 17, 2001 by and among
the Company and The Gordon S. Macklin Family Trust (filed as exhibit 10.34
to the Companys 2001 Form 10-K, File No. 22354, and Incorporated by
reference herein).10.35
    
    Form of Common Stock Purchase Agreement, dated December 17, 2001 by and
among the Company and the Selling Stockholders Trust (filed as exhibit
10.35 to the Companys 2001 Form 10-K, File No. 22354, and Incorporated by
reference herein).10.36
    
    Martek Biosciences Corporation Amended And Restated Management Cash
Bonus Incentive Plan effective April 25, 2002 (filed as exhibit 10.36 to
the Companys quarterly report on Form 10-Q, File No. 22354, for the
quarter ended April 30, 2002, and incorporated by reference herein).10.37
    
    OmegaTech, Inc. 1996 Stock Option Plan, as amended on April 26, 2001
(filed as exhibit 10.37 to the Companys quarterly report on Form 10-Q,
File No. 22354, for the quarter ended April 30, 2002, and incorporated by
reference herein).10.39
    
    Employment Agreement dated April 25, 2002 between the Company and James
Flatt (filed as exhibit 10.39 to the Companys quarterly report on Form
10-Q, File No. 22354, for the quarter ended April 30, 2002, and
incorporated by reference herein). +10.41
    
    Settlement Terms Related to Arbitration of License Agreement Dated
September 15, 1993 between Pharmacia Corporation, on behalf of Monsanto,
and OmegaTech dated May 10, 2000 (filed as exhibit 10.41 to the Companys
quarterly report on Form 10-Q, File No. 22354, for the quarter ended April
30, 2002, and incorporated by reference herein).*10.42
    
    Manufacturing Agreement between C.P. Kelco U.S. Inc. and OmegaTech, Inc.
dated October 19, 2001 (filed as exhibit 10.42 to the Companys quarterly
report on Form 10-Q, File No. 22354, for the quarter ended April 30, 2002,
and incorporated by reference herein).10.43
    
    Agreement and Plan of Merger, dated March 25, 2002, by and among Martek
Biosciences Corporation, OmegaTech, Inc. and OGTAQ Corp. (filed as Exhibit
99.2 to the Companys Current Report on Form 8-K, File No. 22354, filed on
May 3, 2002 and incorporated by reference herein).10.44
    
    First Amendment to the Agreement and Plan of Merger dated as of March
25, 2002 by and among OmegaTech, Inc., Martek Biosciences Corporation, and
OGTAQ Corp., dated April 24, 2002 by and among Martek Biosciences
Corporation, OmegaTech, Inc., OGTAQ Corp. and Robert Zuccaro, in his
capacity as the Stockholders Representative (filed as Exhibit 99.3 to the
Companys
Current Report on Form 8-K, File No. 22354, filed on May 3, 2002 and
incorporated by reference herein).




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10.45
    
    Martek Biosciences Corporation 2002 Stock Incentive Plan (filed as
Exhibit 1 to the Companys Definitive Proxy, Schedule 14A, filed on
February 8, 2002 and incorporated by reference herein).10.46
    
    Addendum 3 to Martek Biosciences Corporation/Gist-Brocades S.p.A. ARA
Purchase and Production Agreement dated June 14, 2002 (filed as exhibit
10.46 to the Companys quarterly report on Form 10-Q, File No. 22354, for
the quarter ended July 31, 2002, and incorporated by reference herein).*10.47
    
    Second Amendment to the Agreement and Plan of Merger dated as of March
25, 2002, as amended on April 24, 2002, by and among OmegaTech, Inc.,
Martek Biosciences Corporation and OGTAQ Corp., entered into as of July
27, 2002 by and among Martek, Martek Biosciences Boulder Corporation
(formerly called OmegaTech, Inc.) and Robert Zuccaro, in his capacity as
the Stockholders Representative. (filed as Exhibit 99.2 to the Companys
Current Report on Form 8-K, File No. 22354, filed on July 31, 2002 and
incorporated by reference herein).10.48
    
    Amendment No. 3 to Settlement Terms Related to Arbitration of License
Agreement dated as of December 20, 2002 by and among Monsato Company and
Martek Biosciences Boulder Corporation. (filed as Exhibit 10.48 to the
Companys annual report on Form 10-K, File No. 22354, for the year ended
October 31, 2002, and incorporated by reference herein).10.49
    
    Loan and Security Agreement Between Martek Biosciences Corporation, a
Delaware Corporation, Martek Biosciences Boulder Corporation, a Delaware
Corporation, borrower and Allfirst Bank, lender, $10,000,000.00 Revolving
Line of Credit, Dated: February 25, 2003 (filed as exhibit 10.49 to the
Companys quarterly report on Form 10-Q, File No. 22354, for the quarter
ended January 31, 2003, and incorporated by reference herein).10.50
    
    License and Supply Agreement, dated June 13, 2003 between the Company
and Nestec Ltd. (filed as exhibit 10.50 to the Companys quarterly report
on Form 10-Q, File No.22354, for the quarter ended July 31, 2003, and
incorporated by reference herein).10.51
    
    Asset Sale and Purchase Agreement dated July 21, 2003 by and among
FermPro Manufacturing, LP, a Georgia limited partnership, Astral
Technologies, Inc., a South Carolina corporation and Martek Biosciences
Corporation (filed as exhibit 10.51 to the Companys quarterly report on
Form 10-Q, File No. 22354, for the quarter ended July 31, 2003, and
incorporated by reference herein).10.52
    
    Amendment No. 1 to Asset Sale and Purchase Agreement by and among
FermPro Manufacturing, LP, a Georgia limited partnership, Astral
Technologies, Inc., a South Carolina corporation and Martek Biosciences
Corporation (filed as exhibit 10.52 to the Companys quarterly report on
Form 10-Q, File No. 22354, for the quarter ended July 31, 2003, and
incorporated by reference herein).10.53
    
    Amendment No. 2 to Asset Sale and Purchase Agreement by and among
FermPro Manufacturing, LP, a Georgia limited partnership, Astral
Technologies, Inc., a South Carolina corporation and Martek Biosciences
Corporation (filed as exhibit 10.53 to the Companys quarterly report on
Form 10-Q, File No. 22354, for the quarter ended July 31, 2003, and
incorporated by reference herein).10.54
    
    Joinder Agreement by and among FermPro Manufacturing, LP, a Georgia
limited partnership, Astral Technologies, Inc., a South Carolina
corporation and Martek Biosciences Corporation (filed as exhibit 10.54 to
the Companys quarterly report on Form 10-Q, File No. 22354, for the
quarter ended July 31, 2003, and incorporated by reference herein).10.55
    
    Martek Biosciences Corporation 2003 New Employee Stock Option Plan
(filed as exhibit 10.55 to the Companys quarterly report on Form 10-Q,
File No. 22354, for the quarter ended July 31, 2003, and incorporated by
reference herein).10.58
    
    Purchase Money Promissory Note by and among FermPro Manufacturing LP, a
Georgia limited partnership, and IBIS Limited Partnership, a North
Carolina limited partnership, as amended (filed as exhibit 10.58 to the
Companys quarterly report on Form 10-Q, File No. 22354, for the quarter
ended July 31, 2003, and incorporated by reference herein).10.59
    
    Collaboration Agreement Between Martek Biosciences Corporation and
SemBioSys Genetics, Inc., a Canadian corporation, dated December 1, 2003.
**/*10.60
    
    Amendment to Manufacturing Agreement by and between CP Kelco U.S., Inc.
and Martek Biosciences Boulder Corporation, dated October 1, 2003. **/*10.61
    
    Promissory Note payable to the order of Genencor International, Inc., a
Delaware Corporation, dated January 26, 2004. Previously filed.10.62
    
    Loan and Security Agreement between Martek Biosciences Corporation, a
Delaware Corporation, as Borrower, and Manufacturers And Traders Trust
Company, as Administrative Agent, and as Sole Book Runner, and Bank of
America, N.A., as Syndication Agent, and SunTrust Bank as Documentation
Agent, and Manufacturers And Traders Trust Company And Various Other
Financial Institutions Now or Hereafter Party Hereto As Lenders, dated
January 26, 2004. Previously filed.13.01
    
    Portions of the Annual Report to Stockholders of the Company for the year ended October 31, 2003. Previously filed.21.01
    
    Subsidiaries of the Registrant. Previously filed.23.01
    
    Consent of Ernst & Young LLP, Independent Auditors. Previously filed.24.01
    
    Power of Attorney of the Board of Directors. Previously filed.31.01
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14a/15d-14a.**




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31.02
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14a/15d-14a.**32.01
    
    Written Statement of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Previously filed.32.02
    
    Written Statement of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Previously filed.99.01
    
    Cautionary Statements for purposes of the safe harbor provisions of the
Private Securities Litigation Reform act of 1995 Previously filed.
  * Confidential treatment was granted by the Securities and Exchange Commission
for certain portions of these agreements. The confidential portions were filed
separately with the Commission. ** Filed herewith. Unless otherwise noted, all other Exhibits are incorporated by reference as an
Exhibit to the Registrants Registration Statement on Form S-1 (No. 33-68522). + Denotes management contract or compensatory arrangement required to be filed
as an exhibit to this form.