Item 1.01

          On January 28, 2005, Neose Technologies, Inc. (“Neose” or the “Company”) entered into a supply and option agreement (the “Agreement”) with BioGeneriX AG (“BioGeneriX”), a company of the ratiopharm Group, that provides for BioGeneriX to make a payment to Neose and to supply an undisclosed protein for research purposes.  The Agreement also grants BioGeneriX an exclusive option to enter into a pre-negotiated research, license and option agreement (the “License Agreement”) for the use of Neose’s enzymatic technologies to develop a long-acting version of a currently marketed therapeutic protein.  The Agreement will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ending March 31, 2005, with portions omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to a request for confidential treatment.

          Under the Agreement, BioGeneriX and Neose will commence a three-month research period, BioGeneriX will make a non-refundable payment to Neose, and BioGeneriX will supply a quantity of the undisclosed protein for research purposes.  During the research period, BioGeneriX has an exclusive option to enter into the License Agreement. If BioGeneriX exercises the option, Neose would receive an additional non-refundable payment as well as research payments, and could receive milestone payments totaling up to $61.5 million, as well as royalties on product sales.  The License Agreement contemplates that Neose would conduct research on behalf of BioGeneriX for approximately 12 months and grants to BioGeneriX the right to obtain an exclusive, worldwide license, upon specified terms, to use Neose’s enzymatic technologies to develop and commercialize a long-acting version of the undisclosed therapeutic protein that is the target of the research.  If BioGeneriX exercises its option to this license: BioGeneriX will be responsible for the further development and commercialization of the target protein; if requested by BioGeneriX, Neose will provide, and be fully reimbursed for, any required technical assistance; and Neose will be entitled to milestones, royalties and supplies of some reagents from BioGeneriX, all as provided in the Agreement.  

          Neose and BioGeneriX also are collaborating on the development and commercialization of a long-acting granulocyte colony stimulating factor, under a separate agreement, which was entered into on April 20, 2004 (the “G-CSF Agreement”).  The G-CSF Agreement was filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2004, with portions omitted in accordance with a confidential treatment order issued by the Securities and Exchange Commission.  

          The Company does not have any material relationship with BioGeneriX or the ratiopharm Group or their respective affiliates other than as set forth in the Agreement and the G-CSF Agreement.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:  Statements in this report regarding our business that are not historical facts are “forward-looking statements” that involve risks and uncertainties.  For a discussion of these risks and uncertainties, any of which could cause our actual results to differ from those contained in the forward-looking statement, see the section entitled “Factors Affecting the Company’s Prospects” in our Annual Report on Form 10-K for the year ended December 31, 2003 and discussions of potential risks and uncertainties in Neose’s subsequent filings with the SEC.

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