0001206774-04-000523 Sample Contracts

NEOSE TECHNOLOGIES, INC. 5,000,000 Shares of Common Stock, $.01 par value per share PLACEMENT AGENT AGREEMENT
Subscription Agreement • May 19th, 2004 • Neose Technologies Inc • Medicinal chemicals & botanical products • New York

Pursuant to Section 4(c) of the Escrow Agreement dated as of May 17, 2004 (the “Escrow Agreement”) by and among J.P. Morgan Securities Inc., UBS Securities LLC, Neose Technologies, Inc. (the “Company”) and you, the Company hereby notifies you that the following subscription(s) have been rejected:

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