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Exhibit 10.46
 MARTEK BIOSCIENCES CORPORATION
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
       Number of RSUs that vest, asVesting Date
    
    a percent of the number of RSUs grantedThe 14-month anniversary of the Grant Date
    
    
    20
    %The 26-month anniversary of the Grant Date
    
    
    20
    %The 38-month anniversary of the Grant Date
    
    
    20
    %The 50-month anniversary of the Grant Date
    
    
    20
    %The 62-month anniversary of the Grant Date
    
    
    20
    %
 You agree to all of the terms and conditions described in this Agreement and in the Plan (a
copy of which will be provided on request) unless you deliver a notice in writing within 30 days of
receipt of this award agreement to the Vice President of Administration and Human Resources stating
that you do not accept the terms and conditions described in this Agreement and in the Plan. You
acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the
event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.
 This is not a stock certificate or a negotiable instrument.




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MARTEK BIOSCIENCES CORPORATION
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
 Restricted Stock Unit Transferability
    
    This grant is an award of stock
units in the number of units set
forth on the cover sheet,
subject to the vesting
conditions described below
(Restricted Stock Units).
Your Restricted Stock Units may
not be transferred, assigned,
pledged or hypothecated, whether
by operation of law or
otherwise, nor may the
Restricted Stock Units be made
subject to execution, attachment
or similar process.Definitions
    
    Capitalized terms not defined in
this Agreement are defined in
the Plan, and have the meaning
set forth in the Plan. The
following additional terms have
the meanings provided below:Servicemeans service by you
as an employee, officer,
director or consultant to the
Company or an Affiliate. A
change in your position or
duties will not result in
interrupted or terminated
Service so long as you continue
to be an employee, officer,
director of the Company or an
Affiliate. If on termination of
your Service as an employee,
officer or director the Company
retains you as a consultant, the
Company may, in its sole
discretion, provide that your
Service continues for purposes
of vesting in the Restricted
Stock Units.Vesting
    
    Your Restricted Stock Unit grant
vests as to the number of Stock
Units indicated in the vesting
schedule on the cover sheet, on
the Vesting Dates shown on the
cover sheet, provided you are in
Service on the Vesting Date. No
additional Stock Units will vest
after your Service has
terminated for any reason.Book Entry of Stock Pursuant to Vested
Units
    
    If you have not made an election
to defer delivery of your vested
shares, a book entry for the
vested shares of Stock
represented by the Restricted
Stock Units will be made for you
and the shares will be credited
to your account with the plan
administrator by the Company
within three (3) days of the
applicable Vesting Date;
provided that, if such Vesting
Date occurs during a period in
which you are (i) subject to a
lock-up agreement restricting
your ability to sell Stock in
the open market or (ii) are
restricted from selling Stock in
the open market because a
trading window is not available,
transfer of such vested shares
will be delayed until the date
immediately following the
expiration of the lock-up
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agreement or the opening of a
trading window but in no event
beyond 21/2 months after the end
of the calendar year in which
the shares would have been
otherwise transferred.Forfeiture of Unvested Units
    
    In the event that your Service
terminates for any reason, other
than death or Disability, then
unless otherwise provided in an
applicable employment agreement
between you and the Company or
an Affiliate or other plan or
agreement, you will forfeit all
of the Restricted Stock Units
that have not yet vested.Death
    
    If your Service terminates
because of your death, then your
Restricted Stock Units shall
become 100% vested.Disability
    
    If your Service terminates
because of your Disability, then
your Restricted Stock Units
shall become 100% vested.Leaves of Absence
    
    For purposes of this grant of
Restricted Stock Units, 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.Withholding Taxes
    
    You agree, as a condition of
this grant, that you will make
acceptable arrangements, which
must be consistent with and
permitted by the rules and
regulations established by the
Company and the plan
administrator, to pay any
withholding or other taxes that
may be due as a result of
vesting in Restricted Stock
Units or your acquisition of
Stock under this grant. In the
event that the Company
determines that any federal,
state, local or foreign tax or
withholding payment is required
relating to this grant, the
Company will have the right to:(i) require that you arrange
such payments to the Company, or
(ii) cause an immediate
forfeiture of shares of Stock
subject to the Restricted Units
granted pursuant to this
Agreement in an amount equal to
the withholding or other taxes
due. In addition, in the
Companys sole discretion and
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consistent with the Companys
rules and regulations, the
Company may permit you to pay
the withholding or other taxes
due as a result of the vesting
of your Restricted Stock Units
by delivery (on a form
acceptable to the Board) of an
irrevocable direction to a
licensed securities broker
selected by the Company to sell
shares of Stock and to deliver
all or part of the sales
proceeds to the Company in
payment of the withholding
taxes.Corporate Transaction
    
    Notwithstanding the vesting
schedule set forth above, upon
the consummation of a Corporate
Transaction, the Restricted
Stock Units will become 100%
vested (i) if the Restricted
Stock Units are not assumed, or
equivalent restricted securities
are not substituted for the
Restricted Stock Units, by the
Company or its successor, or
(ii) upon your Involuntary
Termination within the 24-month
period following the
consummation of the Corporate
Transaction.Involuntary Termination means
termination of your Service by
reason of (i) your involuntary
dismissal by the Company for
reasons other than Cause; or
(ii) your voluntary resignation
following (a) a change in your
position with the Company which
materially reduces your duties
and responsibilities or the
level of management to which you
report, (b) a material reduction
in your level of compensation
(including base salary, fringe
benefits and target bonus) or
(c) a relocation of your place
of employment by more than
twenty five (25) miles, provided
and only if such change,
reduction or relation is brought
about by the Company without
your consent.Retention Rights
    
    This Agreement does not give you
the right to be retained or
employed by the Company (or any
Affiliates) in any capacity.
The Company (and any Affiliate)
reserve the right to terminate
your Service at any time and for
any reason.Shareholder Rights
    
    You do not have any of the
rights of a shareholder with
respect to the Restricted Stock
Units unless and until the Stock
relating to the Restricted Stock
Units has been transferred to
you. In the event of a cash
dividend on outstanding Stock,
you will, not be entitled to
receive, a cash payment for each
Restricted Stock Unit.Adjustments
    
    In the event of a stock split, a
stock dividend or a similar
change in the Company stock, the
number of Restricted Stock Units
covered by this grant will be
adjusted (and rounded down to
the nearest whole number) in
accordance with the terms of the
Plan.
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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.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 these Restricted
Stock Units, 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 are
employed, including, with
respect to non-U.S. resident
grantees, 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 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 receive, the Company would be
pleased to provide copies.
Please contact Investor
Relations, tel. no.
410-740-0081, to request paper
copies of these documents.The Plan
    
    The text of the Plan is
incorporated in this Agreement
by reference. This Agreement,
the Plan, and an applicable
employment agreement with the
Company, if any, constitute the
entire understanding between you
and the Company regarding this
grant of Restricted Stock Units.
Any prior agreements,
commitments or negotiations
concerning this grant are
superseded. The Plan will
control in the event any
provision of this Agreement
should appear to be inconsistent
with the terms of the Plan.
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