Amendment No. 3 To The Research, Development And License Agreement

Exhibit 10.53 Portions of this exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by a series of asterisks. Amendment Number 3
to the Research, Development
and License Agreement This Amendment Number 3 to the Agreement (as defined below)(the " Amendment" ) is effective as of December 15, 2005 (the " Effective Date" ), and is by and among Novo Nordisk A/S , a corporation organized and existing under the laws of Denmark, Novo Nordisk Health Care AG , a corporation organized and existing under the laws of Switzerland (collectively, Novo Nordisk A/S and Novo Nordisk Health Care AG are hereinafter referred to as " Novo" ), and Neose Technologies, Inc., a corporation organized and existing under the laws of the state of Delaware (hereinafter referred to as " Neose" ). Whereas, Novo and Neose entered into a Research, Development and License Agreement dated November 17, 2003, as amended by letter agreements dated December 18, 2003 and October 12, 2004, respectively (as so amended, the " Agreement" ), pursuant to which Novo and Neose are collaborating to develop ******; and Whereas, Neose and Novo desire to amend the Agreement as set forth herein. Now, therefore, it is agreed that the Agreement is hereby amended as follows: 1. A new Section 1.54 is added to the Agreement and shall read in its entirety as follows: 1.54 " ******" means any New Product that incorporates ******. 2. A new Section 3.5 is added to the Agreement and shall read in its entirety ...