8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): September 1, 2006

Neose Technologies, Inc.

(Exact Name of Issuer as Specified in Charter)

Delaware	0-27718	13-3549286
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
102 Witmer Road, Horsham, Pennsylvania		19044
(Address of Principal Executive Offices)		(Zip Code)

(215) 315-9000
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 — Entry into a Material Definitive Agreement.

     On September 5, 2006, Neose Technologies, Inc. (the “Company”) completed a transaction whereby the Company sold its facility at 102 Witmer Road in Horsham, Pennsylvania (the “Facility”) and certain pieces of equipment located in the facility (collectively, the “Conveyed Property”) for a cash purchase price of $21,042,800. The transaction occurred pursuant to a Purchase and Sale Agreement (the “Purchase Agreement”) with ARE-PA Region No. 6, LLC, an affiliate of Alexandria Real Estate Equities, Inc. (the “Purchaser”) entered into after the close of business on September 1, 2006. The Purchase Agreement provides that the Facility and Conveyed Property are being sold with no warranties on an “as-is, where-is” basis, and contains other terms and conditions customary to the sale of a similar facility.

     Concurrent with the execution of the Purchase Agreement, the Purchaser entered into a lease agreement with Auxilium Pharmaceuticals, Inc. (the “Tenant”) for the occupation of the Facility and use of the Conveyed Property (the “Lease”), the Company entered into a Post-Closing Property Access Agreement with Tenant (“Access Agreement”) and the Company, Tenant and Purchaser entered into a Consent to Property Access Agreement (“Consent Agreement”). Under the Access Agreement, the Company has the right, rent-free, to continue to occupy certain office and laboratory space in the Facility and use certain Conveyed Equipment until the Company can consolidate all of its operations in its leased facility at 102 Rock Road in Horsham, Pennsylvania or February 28, 2007, whichever is earlier. Under the terms of the Consent Agreement, Purchaser consents to the Company’s use of portions of the Facility and of certain Conveyed Equipment pursuant to the Access Agreement and agrees that the Company’s right to such use will not end in the event the Lease is terminated.  The Consent Agreement also provides that, in the event the Lease terminates or Tenant defaults on its obligations in the Lease, the Company will assume certain obligations of Tenant (but not the payment of rent) relating to the portions of the Facility it occupies.The Company has no other relationship with the Purchaser other than the Purchase Agreement and the Consent Agreement. In addition to the Access Agreement, the Company has agreed to allow Tenant to have limited access to the Facility and Conveyed Property prior to the entry into the agreements described above.

Item 2.01 — Completion of Acquisition or Disposition of Assets.

     The information set forth under Item 1.01 of this report is incorporated herein by reference.

Item 2.05 — Costs Associated with Exit or Disposal Activities.

     The Company also announced on September 5, 2006, that it was reducing the size of its workforce by approximately 25% contemporaneously with the sale of the Facility. On August 21, 2006, the Board of Directors authorized management, in its discretion, to enter into agreements to sell the Facility and, in that event, to implement the workforce reduction. Management decided on September 1, 2006 to enter into the agreements and implement the workforce reduction.

     After achieving the full benefits of the Facility sale and workforce reduction in the fourth quarter of 2006, the Company expects to realize annualized savings of between $6 million and $8 million. The Company estimates that it will incur employee severance and retention costs

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related to personnel of approximately $1 million. Most of the restructuring costs will be reflected in the Company’s operating results during the quarter ending September 30, 2006.

     The Company will consolidate its operations in its adjacent, leased 40,000 square foot facility in Horsham, which currently houses approximately half of its employees. The Company expects to spend approximately $3.5 million through the first quarter of 2007 to construct additional laboratory and office space in the leased facility. The Company will continue to occupy portions of the Witmer Road Facility under the terms of the Access Agreement until these renovations are complete, which is expected to be by February 2007.

Item 9.01 — Financial Statements and Exhibits.

          (c) Exhibits: Reference is made to the Exhibit Index annexed hereto and made a part hereof.

Neose “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this report regarding the Company’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties, including without limitation the risk that we will incur unexpected charges and/or delays in connection with the consolidation of operations to our leased facility, the risk that we will incur unexpected charges or will have unexpected expenditures related to the restructuring upon the completion of further analysis with respect to the restructuring generally and our assets specifically. For a discussion of additional risks and uncertainties concerning the Company, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statement, see the section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, entitled “Factors Affecting the Company’s Prospects” and discussions of potential risks and uncertainties in the Company’s subsequent filings with the SEC.

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Signatures

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Neose Technologies, Inc.
Date: September 5, 2006	By:	/s/ A. Brian Davis
		A. Brian Davis
		Senior Vice President and Chief Financial Officer

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Index to Exhibits

Exhibit No.	Description
Exhibit 2.1	Purchase and Sale Agreement and Joint Escrow Instructions by and between ARE-PA Region No.6, LLC and Neose Technologies, Inc. dated September 1, 2006
Exhibit 10.1	Post-Closing Property Access Agreement by and between Auxilium Pharmaceuticals, Inc. and Neose Technologies, Inc. dated September 1, 2006
Exhibit 10.2	Consent to Property Access Agreement by and among ARE-PA Region No.6, LLC, Auxilium Pharmaceuticals, Inc. and Neose Technologies, Inc. dated September 1, 2006
Exhibit 99.1	Press release dated September 5, 2006

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EX-2.1

Exhibit 2.1

                                                    102 WITMER ROAD, HORSHAM, PA

                           PURCHASE AND SALE AGREEMENT

                          AND JOINT ESCROW INSTRUCTIONS

                               SEPTEMBER 1, 2006

                                 BY AND BETWEEN

                            ARE-PA REGION NO. 6, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY
                                     "BUYER"

                                       AND

                            NEOSE TECHNOLOGIES, INC.,
                             A DELAWARE CORPORATION
                                    "SELLER"

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.



                                                    102 WITMER ROAD, HORSHAM, PA

                           PURCHASE AND SALE AGREEMENT
                         AND JOINT ESCROW INSTRUCTIONS

     THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this
"AGREEMENT") is made and entered into as of September 1, 2006 ("EXECUTION
DATE"), by and between ARE-PA REGION NO. 6, LLC, a Delaware limited liability
company ("BUYER"), and NEOSE TECHNOLOGIES, INC., a Delaware corporation
("SELLER"), for the purposes of setting forth the agreement of the parties and
of instructing CHICAGO TITLE INSURANCE COMPANY ("ESCROW AGENT"), with respect to
the transactions contemplated by this Agreement.

RECITALS

     A. Upon and subject to the terms and conditions set forth in this
Agreement, Seller desires to sell and Buyer desires to purchase the following
(collectively, the "PROPERTY"):

          (i) the fee interest in that certain real property commonly known as
     102 Witmer Road, located in the Township of Horsham, County of Montgomery,
     Commonwealth of Pennsylvania, as legally described on Exhibit A attached
     hereto, together with all rights, privileges and easements appurtenant
     thereto or used in connection therewith, including, without limitation, all
     minerals, oil, gas and other hydrocarbon substances thereon, all
     development rights, air rights, water, water rights and water stock
     relating thereto, all strips and gores, and all of Seller's right, title
     and interest in and to any streets, alleys, easements, rights-of-way,
     public ways, or other rights appurtenant, adjacent or connected thereto or
     used in connection therewith (collectively, the "LAND");

          (ii) all buildings, improvements, structures and fixtures now or
     hereafter included or located on or in the Land (collectively, the
     "IMPROVEMENTS"), and all apparatus, equipment, appliances and other
     fixtures used in connection with the operation or occupancy of the Land and
     the Improvements, such as heating, air conditioning or mechanical systems
     and facilities used to provide any utility services, refrigeration,
     ventilation, waste disposal or other services now or hereafter located on
     or in the Land or the Improvements;

          (iii) Seller's right, title, and interest in all leases, licenses and
     other occupancy agreements covering the Land and Improvements (these
     leases, together with all amendments, modifications, extensions or
     supplements thereto or guarantees thereof, are collectively referred to in
     this Agreement as the "TENANT LEASES") (the Land, the Improvements and
     Seller's right, title, and interest in the Tenant Leases are sometimes
     hereinafter collectively referred to as the "REAL PROPERTY");

          (iv) all tangible personal property, equipment and supplies
     (collectively, the "PERSONAL PROPERTY") now or hereafter owned by Seller
     and located on or about the Land or the Improvements or attached thereto or
     used in connection with the use,

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


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                                                    102 WITMER ROAD, HORSHAM, PA

     operation, maintenance or repair thereof, including, without limitation,
     the personal property designated in Exhibit B but excluding the personal
     property designated on Exhibit B-1 attached hereto and further excluding
     any personal property that Seller and Auxilium Pharmaceuticals, Inc., a
     Delaware corporation ("AUXILIUM"), agree shall remain the property of
     Seller pursuant to the agreements that are the subject of the Consent (as
     defined below). To the extent available and in its possession, the Personal
     Property includes Seller's non-proprietary standard operating procedures
     specifically relating to the Land and the Improvements and the maintenance
     of the other Personal Property being conveyed by Seller to Buyer pursuant
     to this Agreement ("CONVEYED EQUIPMENT"), validation protocols for all
     Conveyed Equipment and facility systems, and equipment turnover packages
     and equipment history files relating to the Conveyed Equipment and facility
     systems ("TECHNICAL INFORMATION"); and

          (v) all intangible property (collectively, the "INTANGIBLE PROPERTY")
     now or hereafter owned by Seller and used in connection with the Land, the
     Improvements or the Personal Property (with the exception, however, of the
     Service Contracts [as defined below]), including, without limitation,
     transferable licenses, architectural, site, landscaping or other permits,
     applications, approvals, authorizations and other entitlements,
     transferable guarantees and warranties covering the Land and/or
     Improvements, books, records, reports, test results, environmental
     assessments, as-built plans, specifications and other similar documents and
     materials relating to the use or operation, maintenance or repair of the
     Property or the construction or fabrication thereof. The Intangible
     Property shall exclude any of the foregoing related to the business
     (including, but not limited to, any and all intellectual property) of
     Seller and not specifically related to the use and operations of the Land
     and the Improvements, all of which shall remain the sole property of
     Seller.

     B. Seller and Auxilium have entered into that certain letter agreement
dated July 26, 2006 whereby Auxilium is granted certain rights to access and use
of the Property (the "AUXILIUM ACCESS AGREEMENT").

     C. Simultaneously with the execution and delivery of this Agreement (i)
Seller, Buyer, and Auxilium have entered into a Consent to Property Access
Agreements ("CONSENT"), and (ii) Buyer, as landlord, and Auxilium, as tenant,
have entered into a lease of the Property (the "AUXILIUM LEASE") on terms and
conditions acceptable to Buyer in the exercise of its sole and absolute
discretion.

     D. The execution and delivery of this Agreement is conditioned upon the
simultaneous execution and delivery of the Consent.

     NOW, THEREFORE, in consideration of the foregoing Recitals which are
incorporated herein by this reference, the mutual covenants contained in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree, and
instruct Escrow Agent, as follows:

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


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                                                    102 WITMER ROAD, HORSHAM, PA

1    AGREEMENT TO PURCHASE AND SELL.

     Subject to all of the terms and conditions of this Agreement, Seller agrees
to sell, transfer and convey to Buyer, and Buyer agrees to acquire and purchase
from Seller, the Property upon the terms and conditions set forth herein.

2    PURCHASE PRICE.

     The purchase price for the Property (the "PURCHASE PRICE") shall be the sum
of $21,050,000, payable as follows:

2.1  DEPOSIT. Not later than the date which is 3 Business Days (as hereinafter
     defined) after the Execution Date, Buyer shall deposit into Escrow the sum
     of $500,000 (which amount, together with any and all interest and dividends
     earned thereon, shall hereinafter be referred to as the "DEPOSIT").

     Escrow Agent shall deposit the Deposit in a non-commingled trust account
     and shall invest the Deposit in insured money market accounts, certificates
     of deposit, United States Treasury Bills or such other instruments as Buyer
     may instruct from time to time. In the event of the consummation of the
     purchase and sale of the Property as contemplated hereunder, the Deposit
     shall be paid to Seller at the Closing (as defined in Section 8 below) and
     credited against the Purchase Price. If Buyer does not elect to terminate
     this Agreement pursuant to Section 3.5 (Termination Right) before the Due
     Diligence Termination Date, the Deposit shall automatically become
     non-refundable unless (a) the Closing fails to occur by reason of Seller's
     default, (b) Buyer terminates the Agreement in accordance with Article 12
     (Risk of Loss), or (c) any other provision under this Agreement entitles
     Buyer to a refund of the Deposit (including, but not limited to, Section
     7.3 [Failure of Condition Precedent]).

2.2  BALANCE. On the Closing Date (as defined below), Buyer shall pay to Seller
     the balance of the Purchase Price over and above the Deposit paid by Buyer
     under Section 2.1 above, by wire transfer of federal funds to Escrow Agent,
     net of all prorations and adjustments as provided herein.

3    DUE DILIGENCE

3.1  PROPERTY DOCUMENTS. Buyer acknowledges that it received from Seller all the
     materials listed on Exhibit C attached hereto (the "PROPERTY DOCUMENTS")

3.2  INVESTIGATIONS.

     3.2.1 At all reasonable times from the Execution Date until the Closing or
          earlier termination of this Agreement and upon no less than 24 hours
          prior notice to Seller, Buyer, its agents and representatives shall be
          entitled at Buyer's sole cost and expense to (i) enter onto the
          Property during normal business hours to

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


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                                                    102 WITMER ROAD, HORSHAM, PA

          perform any inspections, investigations, studies and tests of the
          Property, including, without limitation, physical, structural,
          mechanical, architectural, engineering, soils, geotechnical and
          environmental/asbestos tests that Buyer deems reasonable provided that
          no intrusive testing shall be performed at the Property unless a work
          plan for same is approved by Seller (which approval shall not be
          unreasonably withheld, delayed, or conditioned); (ii) cause an
          environmental assessment of the Property to be performed; (iii) review
          all Property Documents and examine and copy any and all other books
          and records in the possession or control of Seller or its agents
          relating to the Property (including, without limitation, all documents
          relating to utilities, zoning, and the access, subdivision and
          appraisal of the Property); and (iv) interview Seller's personnel
          responsible for the operation and management of the Property. Buyer
          shall conduct the investigations in such a manner that it shall not in
          any way damage the Property, create a hazardous or dangerous
          condition, necessitate a repair or clean-up, and/or deposit or release
          any Environmental Materials (as defined below) at, on or under the
          Property, or unreasonably interfere with Seller's normal business
          operations or security requirements. If approved by Seller, prior to
          performing any intrusive testing on the Property, Buyer shall provide
          Seller with copies of Buyer's plans as to the scope and methodology of
          work relating to such intrusive testing. Buyer shall give Seller and
          its respective authorized agents the opportunity, at Buyer's cost, to
          split samples taken from the Property. Buyer shall be responsible for
          locating any utilities on the Property and marking same; provided,
          however, that Seller shall assist Buyer in locating the utilities and
          shall provide Buyer with any documentation in its possession or
          control in connection herewith.

     3.2.2 In connection with any investigations, Buyer will not permit the
          attachment of any mechanic's lien, materialmen's lien, or any other
          lien, claim, or encumbrance ("ENCUMBRANCE") against the Property. In
          the event of such Encumbrance, Buyer shall bear all cost and expense
          related to the defense or removal of same and indemnify and hold
          Seller harmless from any cost or expense (including reasonable
          attorneys' fees) that Seller may incur in connection therewith.

     3.2.3 Buyer shall take all commercially reasonable precautions to prevent
          damage to the Property or personal property of Seller.

3.3  CC&RS. Buyer may conduct such inquiries and investigations of any and all
     declarants or associations created by any covenants, conditions or
     restrictions encumbering the Property ("CC&RS") as Buyer, in its sole and
     absolute discretion, deems advisable or necessary. Not later than 3
     Business Days before the Closing Date (subject to extension pursuant to the
     provisions of Section 8.1 [Closing Date]), Seller shall use commercially
     reasonable efforts to deliver to Buyer an estoppel certificate, each
     substantially in form and substance acceptable to Buyer, executed by each
     declarant or association under any

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                        4



                                                    102 WITMER ROAD, HORSHAM, PA

     CC&Rs (collectively, the "CC&RS ESTOPPELS"). The form of the CC&Rs Estoppel
     is attached hereto as a part hereof as Exhibit J.

3.4  PROPERTY QUESTIONNAIRE. Seller has completed the property questionnaire
     attached hereto as Exhibit D (the "PROPERTY QUESTIONNAIRE") but in doing so
     has answered each question therein as if the agreements that are the
     subject of the Consent have not been executed and do not affect the
     Property or Seller.

3.5  TERMINATION RIGHT. Buyer shall have the right at any time on or before 5:00
     p.m. (Los Angeles, California time) on Friday, August 18, 2006 (the "DUE
     DILIGENCE TERMINATION DATE") to terminate this Agreement if, during the
     course of Buyer's due diligence investigations of the Property, Buyer
     determines in its sole and absolute discretion that the Property is not
     acceptable to Buyer. Buyer may exercise such termination right by
     delivering written notice of termination to Seller and Escrow Agent (a "DUE
     DILIGENCE TERMINATION NOTICE") on or before the Due Diligence Termination
     Date. Upon the timely delivery of such Due Diligence Termination Notice,
     (i) Escrow Agent shall immediately return the Deposit to Buyer and (ii)
     this Agreement shall automatically terminate and be of no further force or
     effect and neither party shall have any further rights or obligations
     hereunder, other than pursuant to any provision hereof which expressly
     survives the termination of this Agreement. If Buyer has timely delivered
     to Escrow Agent a Due Diligence Termination Notice, no notice to Escrow
     Agent from Seller shall be required for the return of the Deposit to Buyer.
     If Buyer does not exercise such termination by delivery of the Due
     Diligence Termination Notice on or before the Due Diligence Termination
     Date, then Buyer's right to terminate this Agreement pursuant to this
     Section shall automatically lapse.

3.6  INSURANCE. Buyer agrees that from the Execution Date through the Due
     Diligence Termination Date, Buyer shall carry, or cause its agents and
     representatives that will enter the Property in connection with the
     investigations pursuant to Section 3.2 to carry, workers' compensation and
     commercial general liability insurance, including contractual liability
     insurance and property damage insurance, under policies issued by insurers
     licensed to conduct business in Pennsylvania with per occurrence limits of
     not less than $2,000,000 for bodily injury, or death and damage to or
     destruction of property (including the loss of use thereof), and $4,000,000
     combined aggregate, and workers' compensation at statutory limits.
     Additionally, Buyer or its contractors, as applicable, shall provide the
     following coverages: Automobile liability insurance for all owned,
     non-owed, leased or hired vehicles with not less than $2,000,000 combined
     single limit, and contractor's pollution liability with limits of
     $1,000,000 per occurrence and $2,000,000 aggregate. Such policies shall
     name Seller and its agents, and employees as additional insureds, as their
     interests appear under this Agreement. On written request from Seller,
     Buyer shall deliver to Seller certificates of insurance evidencing such
     coverage prior to entering upon the Property.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                        5


                                                    102 WITMER ROAD, HORSHAM, PA

3.7  INDEMNITY AND REPAIR. Buyer agrees to indemnify and hold harmless Seller
     from any losses arising from any actual damage to the Property or any
     injury to persons caused by any act of Buyer as a result of the
     inspections, investigations or tests performed pursuant to Section 3.2
     above, which indemnity shall survive the termination of this Agreement or
     the Closing for a period of 180 days; provided, however, that Buyer's
     indemnity hereunder shall not include any losses, cost, damage or expenses
     resulting from (x) the acts of Seller, its agents or representatives unless
     at the specific direction of Buyer, or (y) the discovery of any
     pre-existing condition of the Property. In addition, if this Agreement is
     terminated, Buyer shall repair any damage to the Property caused by its
     entry thereon and shall restore the Property substantially to the condition
     in which it existed prior to such entry; provided, however, that Buyer
     shall have no obligation to repair any damage caused by the acts or
     omissions of Seller, its agents or representatives or to remediate,
     contain, abate or control any pre-existing condition of the Property which
     existed prior to Buyer's entry thereon except and to the extent exacerbated
     due to the gross negligence or willful misconduct of Buyer.

3.8  TITLE.

     3.8.1 DELIVERIES BY SELLER. Not later than 10 days after the Execution
          Date, Buyer shall order (a) an ALTA extended coverage preliminary
          title report (the "PTR") issued by Chicago Title Insurance Company (in
          such capacity, "TITLE COMPANY"), together with legible copies of all
          documents referenced as exceptions therein, (b) a current As-Built
          American Land Title Association survey of the Property (the "SURVEY"),
          in form reasonably satisfactory to Buyer and Title Company, prepared
          by a surveyor licensed in the Commonwealth of Pennsylvania and
          certified (using a surveyor's certificate in substantially the same
          form as the certificate attached hereto as Exhibit E) to Buyer, Title
          Company, and such other persons or entities as Buyer may, in its
          discretion, request; and (c) a UCC Search with regard to Seller and
          the Property (the "UCC SEARCH").

     3.8.2 BUYER'S REVIEW OF TITLE. Buyer shall have until the Due Diligence
          Termination Date to notify Seller in writing of any objection which
          Buyer may have to any exception reported in the PTR or matter shown on
          the Survey or the UCC Search or any updates thereof; provided,
          however, that if any such updates are received by Buyer, Buyer shall
          have an additional 5 Business Days, regardless of the Due Diligence
          Termination Date or Closing Date, following Buyer's receipt of such
          update and legible copies of all documents referenced therein to
          notify Seller of objections to items shown on any such update and not
          shown on the original PTR or Survey because such documents were not of
          record at the time of the original PTR or Survey. Exceptions reported
          in the PTR and matters shown on the Survey or the UCC Search (or any
          updates thereof) not objected to by Buyer as provided above shall be
          deemed to be "PERMITTED EXCEPTIONS."

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary
                                        - Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       6



                                                    102 WITMER ROAD, HORSHAM, PA

     3.8.3 SELLER'S OBLIGATIONS REGARDING TITLE. As a condition to Closing,
          Seller shall take all action necessary to remove from title to the
          Property (or in the alternative, Seller shall obtain for Buyer title
          insurance insuring over such exceptions or matters, such insurance to
          be in form and substance satisfactory to Buyer in its sole and
          absolute discretion) the following matters: (a) all exceptions to
          title and survey matters created by Seller on or after the Execution
          Date without the prior written consent of Buyer (which consent may be
          withheld in Buyer's sole and absolute discretion); (b) any and all
          liens and encumbrances affecting the Property which secure an
          obligation to pay money (other than installments of real estate taxes
          or assessments not delinquent as of the Closing); provided, however,
          that Seller shall not be required to cause judgment liens to be
          removed if such liens exceed an amount equal to $5,000,000; and (c)
          all taxes and assessments due and payable for any period prior to the
          Closing (collectively, the "OBLIGATORY REMOVAL EXCEPTIONS"). If, prior
          to the Closing, Seller is unable to remove or satisfactorily insure
          over any of the Obligatory Removal Exceptions, then, in addition to
          any and all other rights and remedies which Buyer may have hereunder,
          Buyer may (a) terminate this Agreement by delivering written notice to
          Seller and Escrow Agent (in which case Escrow Agent shall immediately
          return the Deposit to Buyer), and Seller shall reimburse Buyer for all
          of Buyer's out-of-pocket costs and expenses in an aggregate amount not
          to exceed $100,000 incurred in connection with the transaction
          contemplated by this Agreement (including, but not limited to, costs
          incurred to negotiate the Auxilium Lease), and thereafter neither
          party shall thereafter have any rights or obligations to the other
          hereunder, other than pursuant to any provision hereof which expressly
          survives the termination of this Agreement; (b) pursue an action for
          specific performance to compel Seller to remove the Obligatory Removal
          Exceptions; or (c) waive Buyer's objections to such Obligatory Removal
          Exceptions and proceed to a timely Closing whereupon such Obligatory
          Removal Exceptions shall be deemed "PERMITTED EXCEPTIONS." If, prior
          to the Closing, Seller is unable to remove or satisfactorily insure
          over any other exceptions or matters objected to by Buyer (other than
          Obligatory Removal Exceptions), then, in addition to any and all other
          rights and remedies which Buyer may have hereunder, Buyer may (x)
          terminate this Agreement by delivering written notice to Seller and
          Escrow Agent (in which case Escrow Agent shall immediately return the
          Deposit to Buyer) and thereafter neither party shall thereafter have
          any rights or obligations to the other hereunder, other than pursuant
          to any provision hereof which expressly survives the termination of
          this Agreement; or (y) waive Buyer's objections to such other
          exceptions and matters (other than Obligatory Removal Exceptions) and
          proceed to a timely Closing whereupon such other exceptions and
          matters shall be deemed "PERMITTED EXCEPTIONS."

     3.8.4 CONDITION OF TITLE AT CLOSING. Upon the Closing, Seller shall sell,
          transfer and convey to Buyer indefeasible fee simple title to the Land
          and the Improvements

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                                                    102 WITMER ROAD, HORSHAM, PA

          thereon by a duly executed and acknowledged deed in the form of
          Exhibit F attached hereto (the "DEED"), subject only to the Permitted
          Exceptions.

4    SELLER'S REPRESENTATIONS AND WARRANTIES.

     Seller represents and warrants to and agrees with Buyer that, as of the
Execution Date and as of the Closing Date:

4.1  AUTHORITY. This Agreement and all other documents delivered prior to or at
     the Closing (i) have been duly authorized, executed, and delivered by
     Seller; (ii) are binding obligations of Seller; and (iii) do not violate
     the formation documents of Seller. Seller has obtained all required
     consents, releases, and approvals necessary to execute this Agreement and
     consummate the transaction contemplated by this Agreement. Seller further
     represents that it is a corporation, duly organized and existing in good
     standing under the laws of the State of Delaware, with its principal place
     of business in Pennsylvania.

4.2  NO CONFLICTS. The execution and delivery of this Agreement, the
     consummation of the transactions herein contemplated, and compliance with
     the terms of this Agreement will not conflict with, or, with or without
     notice or the passage of time or both, result in a breach of any of the
     terms or provisions of, or constitute a default under, any indenture, deed
     of trust, mortgage, loan agreement, or other document, or instrument or
     agreement, oral or written, to which Seller is a party or by which Seller
     or the Property is bound, or any applicable regulation of any governmental
     agency, or any judgment, order or decree of any court having jurisdiction
     over Seller or all or any portion of the Property.

4.3  PREFERENTIAL RIGHTS. Seller has not granted any options or rights of first
     refusal or rights of first offer to third parties to purchase or otherwise
     acquire an interest in the Property other than such rights of entry as may
     exist in favor of Auxilium pursuant to the Pre-Closing Property Access
     Agreement of even date herewith between Auxilium and Seller.

4.4  PROPERTY DOCUMENTS. The Property Documents required to be delivered by
     Seller pursuant to the terms hereof constitute all of the material
     documents relating to the Property, and each such Property Document as
     delivered by Seller constitutes a true, correct and complete copy of such
     Property Document. To Seller's Knowledge, there are no commitments or
     agreements affecting the Property to which Seller is a party which would
     constitute a material document which have not been disclosed by Seller to
     Buyer in writing. Seller is not in default of Seller's obligations or
     liabilities pertaining to the Property or the Property Documents; nor, to
     Seller's Knowledge, are there facts, circumstances, conditions, or events
     which, after notice or lapse of time, would constitute a default. Seller
     has not received notice or information that any party to any of the
     Property Documents considers a breach or default to have occurred. Seller
     has delivered to Buyer on or before the Execution Date Seller's executed
     counterpart of the Consent.

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                                                    102 WITMER ROAD, HORSHAM, PA

4.5  NO TENANT LEASES. There are no Tenant Leases, no third party has the right
     to occupy space at the Property, and there are no other documents or
     agreements binding upon the Property or Buyer after the Closing with
     respect to the rights and obligations of such third parties relating to the
     Property other than the rights of Seller and Auxilium as provided in the
     agreements that are the subject of the Consent.

4.6  UNPAID COMMISSIONS. As of the Closing Date, there will be no brokerage or
     other leasing commissions due or payable on an absolute or contingent basis
     to any person in connection with any new Tenant Lease other than with
     respect to the Auxilium Lease, which commissions shall be paid at Closing
     by Seller.

4.7  SPECIAL ASSESSMENTS OR CONDEMNATION. To Seller's Knowledge, there are no
     existing, proposed or contemplated (i) special assessments, except those
     shown as exceptions on the PTR, or (ii) condemnation actions against the
     Property or any part, and Seller has not received written notice of any
     contemplated special assessments or eminent domain proceedings that would
     affect the Property.

4.8  UTILITIES. Seller has received no notices that service for water, sewer,
     electric, gas, telephone, and drainage facilities, and all other utilities
     required by law or for the normal operation of the Property, will be
     disconnected or reduced.

4.9  SERVICE CONTRACTS. There are no service, maintenance, repair, management,
     leasing, or supply contracts or other contracts (including, without
     limitation, janitorial, elevator, and landscaping agreements) affecting the
     Property, oral or written ("SERVICE CONTRACTS"), by or on behalf of Seller
     that will bind the Property or Buyer after the Closing Date.

4.10 EMPLOYEES. On and after the Closing, there will be no obligations
     concerning any pre-Closing employees of Seller that will be binding upon
     Buyer or the Property.

4.11 BANKRUPTCY. No attachments, execution proceedings, assignments for the
     benefit of creditors, insolvency, bankruptcy, reorganization or other
     proceedings are pending, or, to Seller's Knowledge, threatened, against
     Seller.

4.12 INSURANCE. There are currently in effect such insurance policies as are
     customarily maintained with respect to similar properties. Seller has
     received no written notice from any insurance company concerning, nor, to
     Seller's Knowledge, are there any defects or inadequacies in the Property
     which, if not corrected, would result in the termination of insurance
     coverage or increase its cost.

4.13 LITIGATION. There are no actions, suits or proceedings before any judicial
     or quasi-judicial body, pending, or to Seller's Knowledge, threatened,
     against or affecting all or any portion of the Property.

4.14 COMPLIANCE WITH LAWS. Seller has received no written notice of, and has no
     Knowledge of, any condition currently or previously existing on the
     Property or any portion thereof

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                                                    102 WITMER ROAD, HORSHAM, PA

     that may give rise to any violation of any existing laws, rules,
     regulations, ordinances and orders of all applicable federal, state, city
     and other governmental authorities in effect as of the date of this
     Agreement (collectively, "LAWS"), including, without limitation, all Laws
     with respect to zoning, building, fire and health codes, environmental
     protection and sanitation and pollution control and the Americans with
     Disabilities Act, as amended, applicable to the Property if it were
     disclosed to the authorities having jurisdiction over the Property.

4.15 ENVIRONMENTAL MATERIALS.

     4.15.1 DEFINITIONS.

               (A) "ENVIRONMENTAL CLAIM" means any and all actions (including,
          without limitation, investigatory, remedial or enforcement actions of
          any kind, administrative or judicial proceedings, and orders or
          judgments arising out of or resulting therefrom), costs, claims,
          damages (including, without limitation, punitive damages), expenses
          (including, without limitation, attorneys', consultants' and experts'
          fees, court costs and amounts paid in settlement of any claims or
          actions), fines, forfeitures or other civil, administrative or
          criminal penalties, injunctive or other relief (whether or not based
          upon personal injury, property damage, or contamination of, or adverse
          effects upon, the environment, water tables or natural resources),
          liabilities or losses arising from or relating to the presence or
          suspected presence of any Environmental Materials in, on, under, or
          about the Property or properties adjacent thereto.

               (B) "ENVIRONMENTAL MATERIALS" means chemicals, pollutants,
          contaminants, wastes, toxic substances, petroleum and petroleum
          products or any other chemical, material, or substance that, because
          of its quantity, concentration, or physical or chemical
          characteristics, exposure to which is limited or regulated for health
          and safety reasons by any governmental authority, or which poses a
          significant present or potential hazard to human health and safety or
          to the environment if released into the workplace or the environment.

     4.15.2 REPRESENTATIONS AND WARRANTIES. Seller represents and warrants to
          and agrees with Buyer that, as of the Execution Date and as of the
          Closing Date: (i) to Seller's Knowledge, each of the Property and
          Seller is in full compliance with all Laws relating to Environmental
          Materials, which compliance includes, but is not limited to, the
          possession by Seller of all permits and other governmental authorities
          required under applicable Laws, and compliance with the terms and
          conditions thereof; (ii) Seller has not received any written
          communication that alleges that Seller or the Property is not in such
          full compliance; (iii) there is no Environmental Claim pending or, to
          Seller's Knowledge, threatened with regard to the Property; and (iv)
          without in any way limiting the generality of the foregoing, (a)
          Seller has not used, stored, generated, released, disposed or

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                                                    102 WITMER ROAD, HORSHAM, PA

          arranged for the disposal of Environmental Materials on the Property
          except in compliance with Law, (b) no underground storage tanks were
          installed or removed on or from the Property during Seller's period of
          ownership of the Property, (c) except for 1 underground storage tank
          that was capped, to Seller's Knowledge, no underground storage tanks
          were installed or removed on or from the Property before Seller's
          period of ownership of the Property, (d) to Seller's Knowledge, there
          is no asbestos contained in or forming part of any Improvement,
          including, without limitation, any building, building component,
          structure or office space on the Property, and (e) to Seller's
          Knowledge, no polychlorinated biphenyls (PCBs) are used or stored at
          the Property.

     4.15.3 INDEMNIFICATION. Seller hereby indemnifies and agrees to reimburse,
          defend (with counsel reasonably acceptable to Buyer), and hold Buyer
          harmless from, for and against all Environmental Claims arising from,
          asserted against, imposed on, or incurred by Buyer, directly or
          indirectly, in connection with the breach of any representation or
          warranty set forth in Section 4.15.2 of this Agreement. If an
          Environmental Claim is made against Buyer covered by the indemnity
          under this Section 4.15.3, Buyer shall promptly give notice to Seller,
          with a copy of the claim, demand, arbitration, or litigation
          documents. Buyer shall reasonably cooperate with Seller, including,
          without limitation, giving testimony at depositions and/or hearings.
          If Buyer desires to have its own counsel monitor any such proceedings,
          it may do so, at its expense, but Seller's counsel shall be the only
          counsel of record.

4.16 PERSONAL PROPERTY. Seller has good and marketable title to the Personal
     Property and shall convey same at Closing, free and clear of all liens,
     mortgages, pledges, security interests, prior assignments, encumbrances,
     and claims of any nature other than the Permitted Exceptions. Seller has
     made available at the Property for Buyer's inspection and review the
     Technical Information in form and content maintained by Seller in the
     ordinary course of its business.

4.17 SURVIVAL. All of the representations, warranties and agreements of Seller
     set forth in this Agreement shall be true upon the execution of this
     Agreement, shall be deemed to be repeated at and as of the Closing Date
     without the necessity of a separate certificate with respect thereto and
     shall survive the delivery of the Deed and other Closing instruments and
     documents for a period of 18 months.

4.18 SELLER'S KNOWLEDGE. As used in this Agreement, the phrase "TO SELLER'S
     KNOWLEDGE," "KNOWLEDGE," and words of similar import shall mean the actual
     knowledge of H. James White, Seller's Director of BioEngineering and
     Facilities and A. Brian Davis, Senior Vice President and Chief Financial
     Officer without independent investigation. Seller represents and warrants
     that the foregoing persons are those persons affiliated with Seller most
     knowledgeable regarding the ownership and operation of the Property.

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                                                    102 WITMER ROAD, HORSHAM, PA

4.19 AS-IS. Except as expressly set forth herein, including, without limitation
     elsewhere in this Article 4, and except for those warranties, expressly set
     forth in the Deed or other documents delivered at the Closing, Seller shall
     convey the Property to Buyer in its present "AS-IS" condition, without any
     warranties, expressed or implied.

     EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND CERTAIN OF THE
     DOCUMENTS TO BE DELIVERED IN CONNECTION WITH CLOSING, (A) SELLER HAS NOT
     MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATIONS, WARRANTIES OR OTHER
     STATEMENTS AS TO THE CONDITION OF THE PROPERTY, (B) BUYER ACKNOWLEDGES THAT
     AT CLOSING IT IS PURCHASING THE PROPERTY ON AN "AS IS, WHERE IS" BASIS AND
     WITHOUT RELYING ON ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND
     WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKERS AS TO
     ANY MATTERS CONCERNING THE PROPERTY, AND (C) NO REPRESENTATIONS OR
     WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS
     ASSUMED BY SELLER OR BY ANY PARTNER, OFFICER, PERSON, FIRM, AGENT OR
     REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER AS TO THE
     CONDITION OR REPAIR OF THE PROPERTY OR THE VALUE, EXPENSE OF OPERATION, OR
     INCOME POTENTIAL THEREOF OR AS TO ANY OTHER FACT OR CONDITION THAT HAS OR
     MIGHT AFFECT THE PROPERTY OR THE CONDITION, REPAIR, VALUE, EXPENSE OF
     OPERATION OR INCOME POTENTIAL OF THE PROPERTY OR ANY PORTION THEREOF. THE
     PARTIES HERETO AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE
     BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN
     THIS AGREEMENT AND THE EXHIBITS ATTACHED HERETO, WHICH ALONE FULLY AND
     COMPLETELY EXPRESS THEIR AGREEMENT, AND THAT THIS AGREEMENT HAS BEEN
     ENTERED INTO AFTER FULL INVESTIGATION, OR WITH THE PARTIES SATISFIED WITH
     THE OPPORTUNITY AFFORDED FOR INVESTIGATION, NEITHER PARTY RELYING UPON ANY
     STATEMENT OR REPRESENTATION BY THE OTHER UNLESS SUCH STATEMENT OR
     REPRESENTATION IS SPECIFICALLY EMBODIED IN THIS AGREEMENT OR THE EXHIBITS
     ATTACHED HERETO OR CERTAIN OF THE DOCUMENTS TO BE DELIVERED IN CONNECTION
     WITH CLOSING.

5    BUYER'S REPRESENTATIONS AND WARRANTIES.

     Buyer represents and warrants to and agrees with Seller that, as of the
Execution Date, and as of the Closing Date:

5.1  NO CONFLICTS. The execution and delivery of this Agreement, the
     consummation of the transactions herein contemplated, and compliance with
     the terms of this Agreement will not conflict with, or, with or without
     notice or the passage of time or both, result in a breach of any of the
     terms or provisions of, or constitute a default under, any indenture, deed
     of trust, mortgage, loan agreement, or other document or instrument to
     which Buyer is a party or by which Buyer is bound, or any applicable
     regulation of any governmental agency, or any judgment, order or decree of
     any court having jurisdiction over Buyer or all or any portion of the
     Property.

5.2  DUE ORGANIZATION; CONSENTS. Buyer is a limited liability company duly
     formed and existing in good standing under the laws of the State of
     Delaware with its principal place

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                                                    102 WITMER ROAD, HORSHAM, PA

     of business in the State of California. All requisite limited partnership
     action has been taken by Buyer in connection with entering into this
     Agreement, and will be taken prior to the Closing in connection with the
     execution and delivery of the instruments referenced herein and the
     consummation of the transactions contemplated hereby. No consent of any
     member, partner, shareholder, beneficiary, creditor, investor, judicial or
     administrative body, governmental authority or other party is required in
     connection herewith which has not been obtained, except with respect to the
     consent of the Board of Directors of the parent company of Buyer, which
     consent shall be obtained or denied prior to the expiration of the Due
     Diligence Termination Date.

5.3  BUYER'S AUTHORITY; VALIDITY OF AGREEMENTS. Buyer has or will have prior to
     the Closing full right, power and authority to purchase the Property from
     Seller as provided in this Agreement and to carry out its obligations
     hereunder. The individual(s) executing this Agreement and the instruments
     referenced herein on behalf of Buyer have the legal power, right and actual
     authority to bind Buyer to the terms hereof and thereof. This Agreement is
     and all other documents and instruments to be executed and delivered by
     Buyer in connection with this Agreement have been duly authorized, executed
     and delivered by Buyer and shall be valid, binding and enforceable
     obligations of Buyer.

5.4  AUXILIUM LEASE. Buyer and Auxilium have entered into the Auxilium Lease,
     which constitutes a lease for the entire Property that commences as of
     Closing and expires more than 1 year thereafter.

6    COVENANTS OF SELLER.

     In addition to the covenants and agreements of Seller set forth elsewhere
in this Agreement, Seller covenants and agrees that between the Execution Date
and the Closing Date:

6.1  TITLE. Seller shall not (a) directly or indirectly sell, assign or create
     any right, title or interest whatsoever in or to the Property, (b) take any
     action, create, commit, permit to exist or suffer any acts which would (i)
     give rise to a variance from the current legal description of the Land, or
     (ii) cause the creation of any lien, charge or encumbrance other than the
     Permitted Exceptions, or (c) enter into any agreement to do any of the
     foregoing without Buyer's prior written consent (which consent may be
     withheld in Buyer's sole and absolute discretion), other than the
     agreements that are the subject of the Consent. Seller shall comply with
     the terms and conditions of the Consent.

6.2  NOTICE OF CHANGE IN CIRCUMSTANCES. Seller shall promptly notify Buyer of
     any change in any condition with respect to the Property or any portion
     thereof or of any event or circumstance of which Seller has Knowledge
     subsequent to the date of this Agreement which (a) materially, adversely
     affects the Property or any portion thereof or the use or operation of the
     Property or any portion thereof, (b) makes any representation or warranty
     of Seller to Buyer under this Agreement untrue or misleading, or (c) makes
     any covenant or agreement of Seller under this Agreement incapable or less
     likely of being performed, it being expressly understood that Seller's
     obligation to provide information to Buyer

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                                                    102 WITMER ROAD, HORSHAM, PA

     under this Section shall in no way relieve Seller of any liability for a
     breach by Seller of any of its representations, warranties, covenants or
     agreements under this Agreement.

6.3  NO DEFAULTS; MAINTENANCE OF PROPERTY. Seller shall not default with respect
     to the performance of any obligation relating to the Property, including,
     without limitation, the payment of all amounts due and the performance of
     all obligations with respect to the Service Contracts and any existing
     indebtedness relating to the Property. Subject to Section 12, Seller shall
     operate and maintain the Property in its current condition, reasonable wear
     and tear excepted, in accordance with all applicable Laws.

6.4  EXCLUSIVE NEGOTIATIONS. Seller shall (i) remove the Property from the
     market, (ii) cease and refrain from any and all negotiations with any other
     prospective optionees or purchasers of the Property, and (iii) advise Buyer
     of any negotiations with current or potential tenants at the Property.

6.5  DEVELOPMENT ACTIVITIES. Except as may be required under the Consent, Seller
     shall not take any actions with respect to the development of the Property,
     including, without limitation, applying for, pursuing, accepting or
     obtaining any permits, approvals or other development entitlements from any
     governmental or other regulatory entities or finalizing or entering into
     any agreements relating thereto without Buyer's prior written consent
     (which consent may be withheld in Buyer's sole and absolute discretion).
     Seller hereby agrees to reasonably cooperate with Buyer in Buyer's efforts
     to obtain such governmental approvals as Buyer deems necessary to permit
     Buyer to operate the Property as Buyer wishes, although obtaining such
     approvals shall not be a condition to Closing.

6.6  SERVICE, MANAGEMENT AND EMPLOYMENT CONTRACTS. Seller shall not enter into,
     extend, renew or replace any existing service, property management or
     employment contracts in respect of the Property that will be binding on the
     Property or Buyer after Closing without Buyer's prior written consent
     (which consent may be withheld in Buyer's sole and absolute discretion),
     unless the same shall be cancelable without penalty or premium, upon not
     more than 30 days' notice from the owner of the Property and Seller shall
     immediately notify Buyer of any such new, extended, renewed or replaced
     contract. Seller shall take all necessary steps to either terminate the
     Service Contracts on or prior to Closing or to cause the Service Contracts
     to which Seller is a party to be assigned to and assumed by Auxilium
     effective as of Closing.

6.7  TENANT LEASES. Except as set forth in the Consent, Seller shall not
     negotiate with any potential tenant of the Property or enter into any
     Tenant Lease.

6.8  INSURANCE. Seller will maintain its current insurance in place from the
     Execution Date through the Closing Date or earlier termination of this
     Agreement.

6.9  LITIGATION. Seller shall not allow to be commenced on its behalf any
     action, suit or proceeding with respect to all or any portion of the
     Property without Buyer's prior written consent (which consent may be
     withheld in Buyer's sole and absolute discretion). In the

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                                                    102 WITMER ROAD, HORSHAM, PA

     event Seller receives any notice of any proceeding of the character
     described in Sections 4.14 or 4.17 which has not been previously disclosed
     to Buyer prior to the Closing, Seller shall promptly advise Buyer in
     writing.

6.10 TECHNICAL INFORMATION. Seller shall maintain the Technical Information in
     the form and content that Seller has maintained the Technical Information
     in the ordinary course of Seller's business.

6A   COVENANTS OF BUYER.

6A.1 AUXILIUM LEASE. In addition to the covenants and agreements of Buyer set
     forth elsewhere in this Agreement, Buyer covenants and agrees that (a)
     Seller shall have the right to occupy and use portions of the Property
     after Closing pursuant to the terms and conditions of the Consent, and (b)
     Seller's right to occupy and use the Property shall survive any termination
     of the Auxilium Lease pursuant to the terms and conditions of the Consent.

6A.2 TECHNICAL INFORMATION. Buyer agrees that the Technical Information will be
     retained at the Property and that Seller, at its sole cost and expense,
     may, through February 28, 2007 and subject to the terms and conditions of
     the Consent, make copies of any or all of the Technical Information.

7    CONDITIONS PRECEDENT TO CLOSING.

7.1  BUYER'S CONDITIONS. The obligation of Buyer to render performance under
     this Agreement is subject to the following conditions precedent (and
     conditions concurrent, with respect to deliveries to be made by the parties
     at Closing) ("BUYER'S CONDITIONS"), which conditions may be waived, or the
     time for satisfaction thereof extended, by Buyer only in a writing executed
     by Buyer:

     7.1.1 TITLE. Title Company shall be prepared and irrevocably committed to
          issue to Buyer an American Land Title Association extended coverage
          owner's policy of title insurance (Form B)-1970 (expressly deleting
          any creditor's rights exclusion) in favor of Buyer in an amount equal
          to the Purchase Price showing indefeasible fee simple title to the
          Property vested in Buyer, with those endorsements and reinsurance
          reasonably requested by Buyer, subject only to the Permitted
          Exceptions (collectively, the "OWNER'S TITLE POLICY").

     7.1.2 SELLER'S DUE PERFORMANCE. All of the representations and warranties
          of Seller set forth in Section 4 shall be true and correct as of the
          Closing Date, and Seller, on or prior to the Closing Date, shall have
          complied with and/or performed all of the obligations, covenants and
          agreements required on the part of Seller to be complied with or
          performed pursuant to the terms of this Agreement, including,

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                                                    102 WITMER ROAD, HORSHAM, PA

          without limitation, the deliveries required to be made by Seller
          pursuant to Sections 9.1 and 9.3 hereof.

     7.1.3 CONDITION OF PROPERTY. Subject to the provisions of Section 12 below,
          the condition of the Property shall be substantially the same on the
          Closing Date as on the Execution Date, except for reasonable wear and
          tear, any damages due to any act of Buyer or Buyer's representatives
          and except for changes and alterations performed in accordance with
          the Consent.

     7.1.4 BANKRUPTCY. No action or proceeding shall have been commenced by or
          against Seller under the federal bankruptcy code or any state law for
          the relief of debtors or for the enforcement of the rights of
          creditors and no attachment, execution, lien or levy shall have
          attached to or been issued with respect to the Property or any portion
          thereof.

     7.1.5 CC&RS ESTOPPEL. Prior to three (3) Business Days before the Closing
          Date, Buyer shall have received and approved a fully executed original
          of the CC&Rs Estoppel.

     7.1.6 AUXILIUM LEASE. Auxilium shall not be in default of any of its
          obligations under the Auxilium Lease and the Auxilium Lease shall be
          in full force and effect other than due to the acts or omissions of
          Buyer.

7.2  SELLER'S CONDITIONS. The obligation of Seller to render performance under
     this Agreement is subject to the following conditions precedent (and
     conditions concurrent with respect to deliveries to be made by the parties
     at Closing) ("SELLER'S CONDITIONS"), which conditions may be waived, or the
     time for satisfaction thereof extended, by Seller only in a writing
     executed by Seller:

     7.2.1 BUYER'S DUE PERFORMANCE. All of the representations and warranties of
          Buyer set forth in Section 5 hereof shall be true and correct as of
          the Closing Date, and Buyer, on or prior to the Closing Date, shall
          have complied with and/or performed all of the obligations, covenants
          and agreements required on the part of Buyer to be complied with or
          performed pursuant to the terms of this Agreement.

     7.2.2 AUXILIUM LEASE. Buyer shall not be in default of any of its
          obligations under the Auxilium Lease beyond any applicable notice and
          cure period.

7.3  FAILURE OF CONDITION PRECEDENT. If any condition precedent to Closing has
     not been satisfied on or before the Closing Date, then the party whose
     conditions to Closing have not been satisfied (the "UNSATISFIED PARTY")
     shall give prompt notice to the other party of the condition or conditions
     that the Unsatisfied Party asserts are not satisfied. The party whose
     condition precedent was not satisfied may either waive the unsatisfied
     condition or conditions by prompt notice to the other party or terminate
     this Agreement, whereupon neither party shall have any further rights or
     obligations hereunder (other than any

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                                                    102 WITMER ROAD, HORSHAM, PA

     obligations of either party that expressly survive termination) and the
     Deposit shall be immediately returned to Buyer, except if such failure of a
     condition is due to a default or breach by one of the parties of its
     representations or warranties under this Agreement or of any of its
     obligations hereunder, in which event the non-defaulting party shall have
     those rights and remedies set forth in Article 13 (Default). If the
     transaction contemplated by this Agreement closes, the parties shall be
     deemed to have waived any and all unmet or unsatisfied conditions, other
     than any unmet or unsatisfied conditions arising out of a breach by either
     party of any of its representations and warranties hereunder of which the
     other party has no knowledge as of Closing.

8    CLOSING.

8.1  CLOSING DATE. Subject to the provisions of this Agreement, the closing (the
     "CLOSING") shall take place on Tuesday, September 5, 2006, or on such
     earlier date as the parties hereto may agree (the "CLOSING DATE").

8.2  CLOSING COSTS. Each party shall pay its own costs and expenses arising in
     connection with the Closing (including, without limitation, its own
     attorneys' and advisors' fees), except the following costs (the "CLOSING
     COSTS"), which shall be allocated between the parties as follows:

     8.2.1 Seller shall pay 1/2 of the following: (a) all documentary transfer,
          stamp, sales and other taxes related to the transfer of the Property,
          (b) Escrow Agent's escrow fees and costs, and (c) all recording fees
          related to the transfer of ownership of the Property.

     8.2.2 Buyer shall pay 1/2 of the following: (a) all documentary transfer,
          stamp, sales and other taxes related to the transfer of the Property,
          (b) Escrow Agent's escrow fees and costs, and (c) all recording fees
          related to the transfer of ownership of the Property. Buyer shall pay
          all recording fees related to all premiums, costs and fees related to
          the delivery of the Owner's Title Policy, the cost of the Survey, and
          the cost of the UCC Search.

9    CLOSING DELIVERIES.

9.1  DELIVERIES BY SELLER TO ESCROW. Not less than 1 Business Day prior to the
     Closing Date, Seller, at its sole cost and expense, shall deliver or cause
     to be delivered into Escrow the following documents and instruments, each
     effective as of the Closing Date and executed by Seller, in addition to the
     other items and payments required by this Agreement to be delivered by
     Seller:

     9.1.1 DEED. The original executed and acknowledged Deed conveying the
          Property to Buyer or its nominee;

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                                                    102 WITMER ROAD, HORSHAM, PA

     9.1.2 NON-FOREIGN AFFIDAVIT. 2 originals of the Non-Foreign Affidavit in
          the form of Exhibit H attached hereto, each executed by Seller;

     9.1.3 BILL OF SALE AND ASSIGNMENT. 2 original counterparts of the Bill of
          Sale and Assignment in the form of Exhibit I attached hereto, each
          executed by Seller, pursuant to which Seller shall transfer to Buyer
          all the Personal Property and the Intangible Property, including,
          without limitation, the Property Documents, in each case free and
          clear of all liens, mortgages, pledges, security interests, prior
          assignments, encumbrances and claims of any nature other than the
          Permitted Exceptions;

     9.1.4 SELLER'S CERTIFICATE. 2 originals of a certificate, in the form of
          Exhibit G attached hereto (the "SELLER'S CERTIFICATE"), each executed
          by Seller;

     9.1.5 PROOF OF AUTHORITY. Such proof of Seller's authority and
          authorization to enter into this Agreement and the transaction
          contemplated hereby, and such proof of the power and authority of the
          individual(s) executing or delivering any instruments, documents or
          certificates on behalf of Seller to act for and bind Seller as may be
          reasonably required by Title Company or Buyer; and

     9.1.6 OTHER. Such other documents and instruments, signed and properly
          acknowledged by Seller, if appropriate, as may be reasonably required
          by Buyer, Escrow Agent, Title Company, or otherwise in order to
          effectuate the provisions of this Agreement and the Closing of the
          transactions contemplated herein (including the issuance of the
          Owner's Title Policy by the Title Company), including, without
          limitation, reasonable or customary title affidavits and so-called
          "gap indemnity" and related agreements.

9.2  DELIVERIES BY BUYER. On or before the Closing, Buyer, at its sole cost and
     expense, shall deliver or cause to be delivered into Escrow the following:

     9.2.1 BALANCE, PRORATIONS & CLOSING COSTS. The balance of the Purchase
          Price pursuant to Section 2 hereof and Buyer's share of prorations and
          Closing Costs (as hereinafter defined), as provided in Sections 10 and
          8.2, respectively;

     9.2.2 OTHER. Such other documents and instruments, signed and properly
          acknowledged by Buyer, if appropriate, as may reasonably be required
          by Escrow Agent or otherwise in order to effectuate the provisions of
          this Agreement and the closing of the transactions contemplated
          herein.

9.3  DELIVERIES OUTSIDE OF ESCROW. Seller shall deliver possession of the
     Property to Buyer upon the Closing, free and clear of all tenancies and
     rights of third parties to occupy or possess all or any part of the
     Premises. Further, Seller hereby covenants and agrees, at its sole cost and
     expense, to deliver or cause to be delivered to deliver to Buyer, on or
     prior to the Closing, the following items:

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                                                    102 WITMER ROAD, HORSHAM, PA

     9.3.1 INTANGIBLE PROPERTY. The original of each document evidencing the
          Intangible Property or rights to ownership and use thereof including
          the Approvals if and to the extent in the possession of Seller (but if
          originals are not in Seller's possession, Seller shall deliver true
          and complete copies of such documents to the extent such copies exist
          and are in Seller's possession);

     9.3.2 PERSONAL PROPERTY. The Personal Property, including, without
          limitation, all keys, pass cards, remote controls, security codes,
          computer software and other devices relating to access to the
          Improvements; provided, however, that Seller shall (a) maintain copies
          of same as may be required to effectuate the transactions contemplated
          by the Consent, and (b) deliver the Technical Information to Buyer at
          the Property; and

     9.3.3 OTHER. Keys, combinations or card keys to all locks and security
          systems, and such other documents and instruments, as may be
          reasonably required by Buyer or otherwise in order to effectuate the
          provisions of this Agreement and the Closing of the transactions
          contemplated herein.

10   PRORATIONS.

10.1 PRORATIONS.

     10.1.1 INCOME. Rentals, revenues, and other income, if any, from the
          Property, shall be prorated between Buyer and Seller as of the Closing
          Date to the extent actually collected.

     10.1.2 INTENTIONALLY OMITTED.

     10.1.3 EXPENSES. Taxes, assessments, improvement bonds, service or other
          contract fees, utility costs, and other expenses affecting the
          Property shall be prorated between Buyer and Seller as of the Closing
          Date to the extent due and payable for any period prior to the
          Closing. All non-delinquent real estate taxes or assessments on the
          Property shall be prorated based on the actual current tax bill, but
          if such tax bill has not yet been received by Seller by the Closing
          Date or if supplemental taxes are assessed after the Closing for the
          period prior to the Closing, the parties shall make any necessary
          adjustment after the Closing by cash payment to the party entitled
          thereto so that Seller shall have borne all taxes, including all
          supplemental taxes, allocable to the period prior to the Closing and
          Buyer shall bear all taxes, including all supplemental taxes,
          allocable to the period from and after the Closing.

     10.1.4 ADJUSTMENTS. If any expenses attributable to the Property and
          allocable to the period prior to the Closing are discovered or billed
          after the Closing, the parties shall make any necessary adjustment
          after the Closing by cash payment to the party entitled thereto so
          that Seller shall have borne all expenses allocable to the

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                                                    102 WITMER ROAD, HORSHAM, PA

          period prior to the Closing and Buyer shall bear all expenses
          allocable to the period from and after the Closing.

     10.1.5 TAX APPEALS. With respect to any property tax appeals or
          reassessments filed by Seller for tax years prior to the year in which
          the Closing occurs, Seller shall be entitled to the full amount of any
          refund or rebate resulting therefrom, and with respect to any property
          tax appeals or reassessments filed by Seller or Buyer for the tax year
          in which the Closing occurs, Seller and Buyer shall share the amount
          of any rebate or refund resulting therefrom (after first paying to
          Seller or Buyer, as applicable, all costs and expenses incurred by
          Seller in pursuing such appeal or reassessment) in proportion to their
          respective periods of ownership of the Property for such tax year;

     10.1.6 GENERALLY. For purposes of calculating prorations, Buyer shall be
          deemed to be in title to the Property, and therefore entitled to the
          income and responsible for the expenses, after 12:01 a.m. Eastern
          Daylight Saving Time. All such prorations shall be made on the basis
          of the actual number of days of the month which shall have elapsed as
          of the day of the Closing and based upon the actual number of days in
          the month and a three hundred sixty-five (365) day year. The
          provisions of this Section 10 shall survive the Closing for a period
          of 1 year.

     10.1.7 PARKING LOT RESTRIPING CREDIT. At Closing, Buyer shall receive a
          credit against the Purchase Price in the amount of $7,200 in
          connection with the restriping of the parking lot located on the Land.

10.2 PRELIMINARY CLOSING STATEMENT. 10 days prior to the Closing, Escrow Agent
     shall deliver to each of the parties for their review and approval a
     preliminary closing statement (the "PRELIMINARY CLOSING STATEMENT") based
     on an income expense statement prepared by Seller, approved by Buyer, and
     delivered to Escrow Agent prior to said date, setting forth (i) the
     proration amounts allocable to each of the parties pursuant to this Section
     10 and (ii) the Closing Costs allocable to each of the parties pursuant to
     Section 8.2 hereof. Based on each of the party's comments, if any,
     regarding the Preliminary Closing Statement, Escrow Agent shall revise the
     Preliminary Closing Statement and deliver a final, signed version of a
     closing statement to each of the parties at the Closing (the "CLOSING
     STATEMENT").

11   ESCROW.

11.1 OPENING OF ESCROW. Promptly following the Execution Date, Buyer and Seller
     shall each cause a purchase and sale escrow ("ESCROW") to be opened with
     Escrow Agent by delivery to Escrow Agent of 2 duplicate partially executed
     originals of this Agreement executed by Seller and Buyer. Upon receipt of
     such partially executed originals of this Agreement, Escrow Agent shall
     form 2 duplicate original counterparts of this Agreement and telephonically
     confirm to Buyer and Seller the date upon which Escrow is opened (the
     "OPENING OF ESCROW"). On or immediately after the Opening of Escrow, Escrow

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                                                    102 WITMER ROAD, HORSHAM, PA

     Agent shall (a) confirm the same by executing and dating the 3 duplicate
     original counterparts of this Agreement in the space provided for Escrow
     Agent, and (b) deliver a fully executed original of this Agreement to each
     of Seller and Buyer.

11.2 ESCROW INSTRUCTIONS. This Agreement shall constitute escrow instructions to
     Escrow Agent as well as the agreement of the parties. Escrow Agent is
     hereby appointed and designated to act as Escrow Agent and instructed to
     deliver, pursuant to the terms of this Agreement, the documents and funds
     to be deposited into Escrow as herein provided. The parties hereto shall
     execute such additional escrow instructions, not inconsistent with this
     Agreement as determined by counsel for Buyer and Seller, as Escrow Agent
     shall deem reasonably necessary for its protection, if any (as may be
     modified by and mutually acceptable to Buyer, Seller and Escrow Agent). In
     the event of any inconsistency between this Agreement and such additional
     escrow instructions, the provisions of this Agreement shall govern.

11.3 ACTIONS BY ESCROW AGENT. Provided that Escrow Agent shall not have received
     written notice from Buyer or Seller of the failure of any condition to the
     Closing or of the termination of the Escrow and this Agreement, when Buyer
     and Seller have deposited into Escrow the documents and funds required by
     this Agreement, and Title Company is unconditionally and irrevocably
     committed to issue the Owner's Title Policy concurrently with the Closing,
     Escrow Agent shall, in the order and manner herein below indicated, take
     the following actions:

     11.3.1 FUNDS. Following Title Company's acknowledgment that it is prepared
          and irrevocably committed to issue the Owner's Title Policy to Buyer,
          disburse all funds deposited with it by Buyer as follows:

          (a)  Pursuant to the Closing Statement, retain for Escrow Agent's own
               account all escrow fees and costs, disburse to Title Company the
               fees and expenses incurred in connection with the issuance of the
               Owner's Title Policy, and disburse to any other persons or
               entities entitled thereto the amount of any other Closing Costs;

          (b)  Disburse to Seller an amount equal to the Purchase Price, less or
               plus the net debit or credit to Seller by reason of the
               prorations and allocation of Closing Costs provided for in
               Sections 10 and 8.2. Seller's portion (as provided in Section
               8.2) of the escrow fees, title fees and other Closing Costs shall
               be paid pursuant to clause (a) above; and

          (c)  Disburse to Buyer any remaining funds in the possession of Escrow
               Agent after payments pursuant to clauses (a) and (b) above have
               been completed.

     11.3.2 RECORDING. Cause the Deed and any other documents which the parties
          hereto may mutually direct to be recorded in the Recorder of Deeds
          Office of

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                                                    102 WITMER ROAD, HORSHAM, PA

     Montgomery County, Pennsylvania and obtain conformed copies thereof for
     distribution to Buyer and Seller.

     11.3.3 OWNER'S TITLE POLICY. Cause Title Company to issue the Owner's Title
          Policy to Buyer.

     11.3.4 DELIVERY OF DOCUMENTS. Deliver to Buyer and Seller one original of
          each of all documents deposited into Escrow, other than the Deed and
          any other recorded documents.

11.4 CONFLICTING DEMANDS. Upon receipt of a written demand for the Deposit (a
     "DEPOSIT DEMAND") by Seller or Buyer (the "DEMANDING PARTY"), Escrow Agent
     shall promptly send a copy of such Deposit Demand to the other party (the
     "NON-DEMANDING PARTY"). Except in connection with the timely delivery of a
     Due Diligence Termination Notice (in which event the Deposit shall be
     immediately returned to Buyer), Escrow Agent shall hold the Deposit for 5
     Business Days from the date of delivery by Escrow Agent of the Deposit
     Demand to the non-demanding party ("OBJECTION PERIOD") or until Escrow
     Agent receives a confirming instruction from the non-demanding party. In
     the event the non-demanding party delivers to Escrow Agent written
     objection to the release of the Deposit to the demanding party (an
     "OBJECTION NOTICE") within the Objection Period (which Objection Notice
     shall set forth the basis under this Agreement for objecting to the release
     of the Deposit), Escrow Agent shall promptly send a copy of the Objection
     Notice to the demanding party. In the event of any dispute between the
     parties regarding the release of the Deposit, Escrow Agent, in its good
     faith business judgment, may disregard all inconsistent instructions
     received from either party and may either (a) hold the Deposit until the
     dispute is mutually resolved and Escrow Agent is advised of such mutual
     resolution in writing by both Seller and Buyer, or Escrow Agent is
     otherwise instructed by a final non-appealable judgment of a court of
     competent jurisdiction, or (b) deposit the Deposit with a court of
     competent jurisdiction by an action of interpleader (whereupon Escrow Agent
     shall be released and relieved of any further liability or obligations
     hereunder from and after the date of such deposit). In the event Escrow
     Agent shall in good faith be uncertain as to its duties or obligations
     hereunder or shall receive conflicting instructions, claims or demands from
     the parties hereto (expressly excluding however a conflicting demand given
     by Seller after Buyer has delivered a Due Diligence Termination Notice and
     demand for the Deposit), Escrow Agent shall promptly notify both parties in
     writing and thereafter Escrow Agent shall be entitled (but not obligated)
     to refrain from taking any action other than to keep safely the Deposit
     until Escrow Agent shall receive a joint instruction from both parties
     clarifying Escrow Agent's uncertainty or resolving such conflicting
     instructions, claims or demands, or until a final non-appealable judgment
     of a court of competent jurisdiction instructs Escrow Agent to act.

11.5 REAL ESTATE REPORTING PERSON. Escrow Agent is designated the "real estate
     reporting person" for purposes of section 6045 of title 26 of the United
     States Code and Treasury

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                                                    102 WITMER ROAD, HORSHAM, PA

     Regulation 1.6045-4 and any instructions or settlement statement prepared
     by Escrow Agent shall so provide. Upon the consummation of the transaction
     contemplated by this Agreement, Escrow Agent shall file Form 1099
     information return and send the statement to Seller as required under the
     aforementioned statute and regulation.

11.6 DESTRUCTION OF DOCUMENTS; SURVIVAL. Escrow Agent is hereby authorized to
     destroy or otherwise dispose of any and all documents, papers, instructions
     and other material concerning the Escrow at the expiration of 6 years from
     the later of (a) the Closing, (b) the final disbursement of any funds
     maintained in Escrow after the Closing, or (c) the final release of the
     Deposit following the termination of this Agreement. The provisions of this
     Section 11 shall survive the Closing or earlier termination of this
     Agreement until Escrow Agent's duties and obligations hereunder are fully
     and finally discharged.

12   RISK OF LOSS.

12.1 CONDEMNATION. If, prior to the Closing Date, all or any portion of the
     Property is taken by condemnation or eminent domain (or is the subject of a
     pending or contemplated taking which has not been consummated), Seller
     shall immediately notify Buyer of such fact. In such event, Buyer shall
     have the option to terminate this Agreement by delivering written notice to
     Seller not later than 30 days after delivery of such notice from Seller.
     Upon such termination, Escrow Agent shall immediately return the Deposit to
     Buyer and neither party shall have any further rights or obligations
     hereunder, other than pursuant to any provision hereof which expressly
     survives the termination of this Agreement. If Buyer does not elect to
     terminate this Agreement, Seller shall not compromise, settle or adjust any
     award without Buyer's prior written consent (which consent may be withheld
     in Buyer's sole and absolute discretion). At the Closing, Seller shall
     assign and turn over to Buyer, and Buyer shall be entitled to receive and
     keep all awards for such taking or pending or contemplated taking.

12.2 CASUALTY.

     12.2.1 MAINTAIN INSURANCE. Seller shall maintain in effect until the
          Closing Date the insurance policies (or like policies) now in effect
          with respect to the Property.

     12.2.2 MINIMAL DAMAGE. If prior to the Closing Date any portion of the
          Property is damaged or destroyed by fire or other casualty, and the
          cost of repair or restoration thereof shall be $1,000,000 or less (as
          established by good faith estimate obtained by Seller), this Agreement
          shall remain in force.

     12.2.3 SUBSTANTIAL DAMAGE. If prior to the Closing Date any portion of the
          Property is damaged or destroyed by fire or other casualty, and the
          cost of repair or restoration thereof shall be more than $1,000,000
          (as established by good faith estimates obtained by Seller), or such
          fire or casualty allows Auxilium to terminate the Auxilium Lease,
          Buyer may within fifteen (15) days after receipt of notice ("DAMAGE
          NOTICE") of said damage or destruction, terminate this

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                                                    102 WITMER ROAD, HORSHAM, PA

          Agreement by giving written notice thereof to Seller, and if this
          Agreement is so terminated, then the Deposit shall be immediately
          refunded to Buyer, and thereafter neither party shall have any further
          liability hereunder. If Buyer does not elect to terminate this
          Agreement as provided herein, this Agreement shall remain in full
          force and effect, and the provisions of Section 12.2.4 (Closing After
          Minimal or Substantial Damage) shall apply.

     12.2.4 CLOSING AFTER MINIMAL OR SUBSTANTIAL DAMAGE. So long as this
          Agreement shall remain in force under Section 12.2.2 (Minimal Damage)
          or 12.2.3 (Substantial Damage), then all proceeds of insurance
          collected prior to Closing, plus the amount of deductible under
          Seller's insurance policy, shall be credited to Buyer against the
          Purchase Price payable by Buyer at Closing, and all unpaid claims and
          rights in connection with losses shall be assigned to Buyer at Closing
          and the parties shall proceed to Closing without any adjustment in the
          Purchase Price.

13   DEFAULT.

13.1 DEFAULT BY BUYER. Buyer recognizes that if the purchase and sale
     contemplated by this Agreement is not consummated because of Buyer's
     default and Seller is otherwise ready, willing, able to perform its
     obligations under this Agreement, Seller shall be entitled to compensation
     for such detriment. Seller and Buyer acknowledge that it is extremely
     difficult and impracticable to ascertain the extent of the detriment, and
     to avoid this problem, Seller and Buyer agree that if the purchase and sale
     contemplated by this Agreement is not consummated because of Buyer's
     default under this Agreement, which default is not cured within 5 days
     after the date of receipt of a notice from Seller identifying the default,
     then Seller shall be entitled to retain the Deposit as liquidated damages
     and as Seller's sole and exclusive remedy. The parties agree that the sum
     stated above as liquidated damages shall be in lieu of all other relief to
     which Seller might otherwise be entitled, Seller hereby specifically
     waiving any and all rights that it may have to damages or specific
     performance as a result of Buyer's default under this Agreement.

13.2 DEFAULT BY SELLER. In the event that any of Seller's representations,
     warranties or covenants contained in this Agreement are untrue or if Seller
     shall have failed to have performed any of the covenants and/or agreements
     contained in this Agreement that are to be performed by Seller, on or
     before the date set forth in this Agreement for the performance thereof and
     Buyer is otherwise ready, willing, able to perform its obligations under
     this Agreement, which default is not cured within 5 days after the date of
     receipt of a notice from Buyer identifying the default, Buyer may, at its
     option, rescind this Agreement by giving written notice of such rescission
     to Seller and Seller shall cause the Escrow Agent to immediately thereafter
     return the Deposit to Buyer, Seller shall reimburse Buyer for all of
     Buyer's out-of-pocket costs and expenses in an aggregate amount not to
     exceed $100,000 incurred in connection with the transaction contemplated

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                                                    102 WITMER ROAD, HORSHAM, PA

     by this Agreement (including, but not limited to, costs incurred to
     negotiate the Auxilium Lease), and thereupon the parties shall have no
     further liability to each other hereunder. In the alternative, Buyer may
     seek to enforce specific performance of this Agreement. As a condition
     precedent to Buyer exercising any right it may have to specific performance
     of this Agreement, Buyer must commence such an action enforcing such right
     within ninety (90) days after the originally scheduled Closing Date (but
     Buyer shall have no obligation to maintain its Closing funds on deposit
     with the Escrow Agent). Buyer agrees that its failure to timely commence
     such an action for specific performance within such ninety (90) day period
     shall be deemed a waiver by it of its right to commence an action for
     specific performance as well as a waiver by it of any right it may have to
     file or record a notice of lis pendens or notice of pendency of action or
     similar notice against any portion of the Property within such ninety (90)
     day period. If Seller takes any action intended, designed, or calculated to
     make the remedy of specific performance unavailable to Buyer or frustrate,
     hinder, or delay Buyer's efforts to obtain specific performance or render
     such remedy meaningless or of little or no value to Buyer other than
     Seller's defense of any such action commenced by Buyer in a court of law,
     Seller shall pay to Buyer an amount equal to all damages sustained by Buyer
     as a result of such action.

14   BROKERS.

     Seller and Buyer each hereby represent, warrant to and covenant to each
other that it has not dealt with any third party other than Trammell Crow
Company ("BROKER") in a manner which would obligate the other to pay any
brokerage commission, finder's fee or other compensation due or payable with
respect to the transaction contemplated hereby other than a commission to be
paid to Broker pursuant to a separate agreement, which shall be paid by Seller
only upon the Closing of the purchase and sale contemplated hereby. Seller
hereby indemnifies and agrees to protect, defend and hold Buyer harmless from
and against any and all claims, losses, damages, costs and expenses (including
attorneys' fees, charges and disbursements) incurred by Buyer by reason of any
breach or inaccuracy of the representation, warranty and agreement of Seller
contained in this Section 14. Buyer hereby indemnifies and agrees to protect,
defend and hold Seller harmless from and against any and all claims, losses,
damages, costs and expenses (including attorneys' fees, charges and
disbursements) incurred by Seller by reason of any breach or inaccuracy of the
representation, warranty and agreement of Buyer contained in this Section 14.
The provisions of this Section 14 shall survive the Closing or earlier
termination of this Agreement.

15   CONFIDENTIALITY.

15.1 BUYER. All "CONFIDENTIAL INFORMATION" (defined below) that Seller, its
     representatives, consultants, counsel, directors, officers, employees, and
     agents (each, a "REPRESENTATIVE," and collectively, the "REPRESENTATIVES")
     furnishes to any of Buyer and its Representatives (including, but not
     limited to, any such information furnished before the date of this
     Agreement) shall be used solely in connection with the transaction
     contemplated by this Agreement ("STATED PURPOSE") and not for any other
     purpose.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       25



                                                    102 WITMER ROAD, HORSHAM, PA

     Buyer shall ensure that all Confidential Information is kept confidential,
     provided that such information may be disclosed by Buyer to those
     Representatives of Buyer who have a need to know such information in
     connection with the Stated Purpose, are informed by Buyer of the
     confidential nature of such information and of the confidentiality
     undertakings of Buyer contained herein, and are bound to Buyer by a like
     obligation of confidentiality and restriction on use. Buyer shall be
     responsible for any breach of this Agreement by its Representatives.

     15.1.1 For purposes of this Section 15.1, "CONFIDENTIAL INFORMATION" means
          any of Seller's proprietary or confidential information, technical
          data, trade secrets, or know-how, including, but not limited to,
          research, product plans, products, service plans, services, customer
          lists and customers, markets, software, developments, inventions,
          processes, formulas, technology, processes, designs, drawings,
          engineering, marketing, distribution and sales methods and systems,
          sales and profit figures, finances and other related business
          information disclosed to Buyer by or on behalf of Seller, either
          directly or indirectly, in writing, orally or by drawings or
          inspection of documents or other tangible property. However,
          Confidential Information does not include any of the foregoing items
          that: (a) is now, or in the future becomes, public knowledge other
          than through the acts or omissions of Buyer; (b) is required to be
          disclosed pursuant to applicable Laws; provided, however, that Buyer
          shall promptly advise Seller of its notice of any such Laws; (c) Buyer
          can demonstrate by written records was previously known by it; (d) is
          received by Buyer from another person or entity who is under no
          obligation of confidentiality to Seller to keep the same confidential;
          or (e) relate solely to the Property and/or the condition thereof that
          is disclosed to Auxilium as part of Auxilium's due diligence of the
          Property in connection with the negotiation and execution of the
          Auxilium Lease. Nothing in this Agreement shall prohibit, limit,
          restrict, or qualify Buyer's right to publicize in any medium the
          purchase and sale of the Property.

     15.1.2 Neither Buyer nor its Representatives shall, without Seller's prior
          written consent, disclose to any person or entity (other than the
          persons employed by Buyer and its Representatives who are actively and
          directly participating in the Stated Purpose) any information about
          Buyer's discussions regarding the Stated Purpose or the terms,
          conditions, or other facts relating thereto, including the fact that
          discussions are taking place with respect thereto or the status
          thereof, or the fact that the Confidential Information has been made
          available to Buyer, except to the extent that such disclosure is
          required by applicable Laws; provided, however, that (a) Buyer shall
          promptly advise Seller of its notice of any such Laws, and (b) from
          and after the Closing Date, Buyer shall have the right in connection
          with its ownership, management, operation, and leasing activities to
          disclose to others without notice to Seller and without Seller's
          consent that portion of the Confidential Information, if any, relating
          to the Real Property, the Personal Property, and the Intangible
          Property.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       26


                                                    102 WITMER ROAD, HORSHAM, PA

     15.1.3 If Closing does not occur under this Agreement, Buyer shall promptly
          deliver to Seller all Confidential Information, in whatever medium,
          including any and all copies thereof, and shall cause all summaries or
          synopses thereof to be destroyed. Upon receipt of a written request
          from Seller, such destruction shall be confirmed in writing by Buyer
          to Seller. The provisions of this Agreement shall survive the
          termination of this Agreement, such return of Confidential
          Information, and such destruction of summaries and synopses thereof.

     15.1.4 Except as otherwise provided in this Agreement, Buyer understands
          and acknowledges that neither Seller nor any of its Representatives is
          making any representation or warranty as to the accuracy or
          completeness of any Confidential Information. Neither Seller, its
          affiliates nor any of its respective officers, directors, employees,
          agents, or controlling persons within the meaning of Section 20 of the
          Securities Exchange Act of 1934, shall have any liability to Buyer or
          any of its Representatives relating to or arising from the use of the
          Confidential Information.

     15.1.5 Buyer hereby acknowledges that it is aware (and, if applicable, that
          its Representatives who are apprised of this matter have been advised)
          that the United States securities laws prohibit any person who has
          material non-public information about a company from purchasing or
          selling securities of such company, or from communicating such
          information to any other person under circumstances in which it is
          reasonably foreseeable that such person is likely to purchase or sell
          such securities.

     15.1.6 Neither the execution of this Agreement nor the furnishing of any
          Confidential Information hereunder shall be construed as granting,
          either expressly or by implication, estoppel or otherwise, any license
          under or title to any invention or patent now or hereafter owned or
          controlled by Seller.

     15.1.7 Buyer agrees that it would be impossible or inadequate to measure
          and calculate Seller's damages from any breach of the covenants set
          forth in this Section 15.1. Accordingly, Buyer agrees that if it
          breaches any of such covenants, Seller will have available, in
          addition to any other right or remedy available, the right to seek an
          injunction from a court of competent jurisdiction restraining such
          breach or threatened breach and to specific performance of any such
          provision of this Section 15.1. Buyer further agrees that no bond or
          other security shall be required in obtaining such equitable relief
          and each party hereby consents to the issuance of such injunction and
          to the ordering of specific performance.

15.2 SELLER. Seller agrees that both prior to and after the Closing, except as
     otherwise provided herein (including the Estoppel Certificates) or required
     by law, and except for the exercise by Seller of any remedy hereunder,
     Seller shall (a) keep confidential the pendency of this transaction with
     Buyer, the terms and conditions contained in the

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       27



                                                    102 WITMER ROAD, HORSHAM, PA

     Agreement and the identity of Buyer and the relationship between Buyer and
     the entity to which Buyer may assign this Agreement or which Buyer
     designates as the party to whom Seller shall convey the Property at the
     Closing, and (b) disclose such information only to Seller's agents,
     employees, contractors, consultants or attorneys, as well as Tenants and
     title company personnel, with a need to know such information in connection
     with effecting this transaction, provided that Seller shall inform all such
     persons receiving such confidential information from Seller of the
     confidentiality requirement and (to the extent within Seller's control)
     cause such confidence to be maintained. Disclosure of the pendency of this
     transaction by Seller shall not be prohibited if that disclosure is of
     information that is or becomes a matter of public record or public
     knowledge as a result of the Closing of this transaction or from sources
     other than Seller or its agents, employees, contractors, consultants or
     attorneys.

15.3 JUNE 8, 2006 CONFIDENTIALITY AGREEMENT. The provisions of this Section 15
     supersede, replace, and terminate the Confidentiality Agreement dated June
     8, 2006 between Seller and Buyer.

16   INTENTIONALLY DELETED.

17   MISCELLANEOUS PROVISIONS.

17.1 GOVERNING LAW. This Agreement and the legal relations between the parties
     hereto shall be governed by and construed and enforced in accordance with
     the laws of the Commonwealth of Pennsylvania, without regard to its
     principles of conflicts of law.

17.2 ENTIRE AGREEMENT. This Agreement, including the exhibits and schedules
     attached hereto, constitutes the entire agreement between Buyer and Seller
     pertaining to the subject matter hereof and supersedes all prior
     agreements, understandings, letters of intent, negotiations and
     discussions, whether oral or written, of the parties, and there are no
     warranties, representations or other agreements, express or implied, made
     to either party by the other party in connection with the subject matter
     hereof except as specifically set forth herein or in the documents
     delivered pursuant hereto or in connection herewith. Without limiting the
     foregoing, upon the Execution Date, that certain Letter of Intent dated as
     of July 12, 2006, between Buyer and Seller, shall terminate and be of no
     further force or effect.

17.3 MODIFICATIONS; WAIVER. No supplement, modification, waiver or termination
     of this Agreement shall be binding unless executed in writing by the party
     to be bound thereby. No waiver of any provision of this Agreement shall be
     deemed or shall constitute a waiver of any other provision hereof (whether
     or not similar), nor shall such waiver constitute a continuing waiver
     unless otherwise expressly provided.

17.4 NOTICES. All notices, consents, requests, reports, demands or other
     communications hereunder (collectively, "NOTICES") shall be in writing and
     may be given personally, by reputable overnight delivery service or by
     facsimile transmission (with in the case of a

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       28



                                                    102 WITMER ROAD, HORSHAM, PA

     facsimile transmission, confirmation by reputable overnight delivery
     service) to each of the parties at the following addresses:

     To Buyer:        ARE-PA Region No. 6, LLC
                      c/o Alexandria Real Estate Equities, Inc.
                      385 E. Colorado Blvd., Suite 299
                      Pasadena, California 91101
                      Attention: Corporate Secretary
                                 Re: 102 Witmer Road
                      Telephone: (626) 578-0777
                      Facsimile: (626) 578-0770

     With A Copy To:  Kevin L. Shepherd, Esquire
                      Venable LLP
                      Suite 1800, Two Hopkins Plaza
                      Baltimore, Maryland 21201-2978
                      Telephone: (410) 244-7772
                      Facsimile: (410) 244-7742

     To Seller:       Neose Technologies, Inc.
                      Attention: Mr. A. Brian Davis
                                Senior Vice President and
                                Chief Financial Officer

                      Neose Technologies, Inc.
                      102 Witmer Road
                      Horsham. Pennsylvania 19044
                      Telephone: (215) 315-9020
                      Facsimile: (215) 441-5112

     With a Copy To:  Matthew J. Swett, Esquire
                      Pepper Hamilton LLP
                      3000 Two Logan Square
                      Eighteenth and Arch Streets
                      Philadelphia, Pennsylvania 19103
                      Telephone: (215) 981-4788
                      Facsimile: (215) 689-4539

     To Escrow Agent: Chicago Title Insurance Company
                      Attention: Ms. Amy D. Hiraheta
                                 Assistant Vice President,
                                 Senior National Title
                                 Coordinator

                      700 South Flower Street, Suite 800
                      Los Angeles, California 90017
                      Telephone: (213) 488-4373
                      Facsimile: (213) 488-4380

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       29



                                                    102 WITMER ROAD, HORSHAM, PA

     or to such other address or such other person as the addressee party shall
     have last designated by written notice to the other party. Notices given by
     facsimile transmission shall be deemed to be delivered as of the date and
     time when transmission and receipt of such facsimile is when confirmed; and
     all other Notices shall have been deemed to have been delivered on the date
     of delivery or refusal.

17.5 EXPENSES. Subject to the allocation of Closing Costs provided in Section
     8.2 hereof, whether or not the transactions contemplated by this Agreement
     shall be consummated, all fees and expenses incurred by any party hereto in
     connection with this Agreement shall be borne by such party.

17.6 ASSIGNMENT.

     17.6.1 SELLER'S RIGHT TO ASSIGN. Seller shall not have the right, power, or
          authority to assign, pledge or mortgage this Agreement or any portion
          of this Agreement, or to delegate any duties or obligations arising
          under this Agreement, voluntarily, involuntarily, or by operation of
          law.

     17.6.2 BUYER'S RIGHT TO ASSIGN. Upon delivery of written notice to Seller
          and Escrow Agent, Buyer shall have the right, power, and authority to
          assign this Agreement or to delegate any duties or obligations arising
          under this Agreement, voluntarily, involuntarily or by operation of
          law, to any affiliate of Buyer. Upon such assignment, Buyer shall be
          relieved of all obligations under this Agreement and the Escrow.

17.7 SEVERABILITY. Any provision or part of this Agreement which is invalid or
     unenforceable in any situation in any jurisdiction shall, as to such
     situation and such jurisdiction, be ineffective only to the extent of such
     invalidity and shall not affect the enforceability of the remaining
     provisions hereof or the validity or enforceability of any such provision
     in any other situation or in any other jurisdiction.

17.8 SUCCESSORS AND ASSIGNS; THIRD PARTIES. Subject to and without waiver of the
     provisions of Section 17.6 hereof, all of the rights, duties, benefits,
     liabilities and obligations of the parties shall inure to the benefit of,
     and be binding upon, their respective successors and assigns. Except as
     specifically set forth or referred to herein, nothing herein expressed or
     implied is intended or shall be construed to confer upon or give to any
     person or entity, other than the parties hereto and their successors or
     assigns, any rights or remedies under or by reason of this Agreement.

17.9 COUNTERPARTS. This Agreement may be executed in as many counterparts as may
     be deemed necessary and convenient, and by the different parties hereto on
     separate counterparts, each of which, when so executed, shall be deemed an
     original, but all such counterparts shall constitute one and the same
     instrument.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       30



                                                    102 WITMER ROAD, HORSHAM, PA

17.10 HEADINGS. The section headings of this Agreement are for convenience of
     reference only and shall not be deemed to modify, explain, restrict, alter
     or affect the meaning or interpretation of any provision hereof.

17.11 TIME OF THE ESSENCE. Time shall be of the essence with respect to all
     matters contemplated by this Agreement.

17.12 FURTHER ASSISTANCE. In addition to the actions recited herein and
     contemplated to be performed, executed, and/or delivered by Seller and
     Buyer, Seller and Buyer agree to perform, execute and/or deliver or cause
     to be performed, executed and/or delivered at the Closing or after the
     Closing any and all such further acts, instruments, deeds and assurances as
     may be reasonably required to consummate the transactions contemplated
     hereby.

17.13 NUMBER AND GENDER. Whenever the singular number is used, and when required
     by the context, the same includes the plural, and the masculine gender
     includes the feminine and neuter genders.

17.14 CONSTRUCTION. This Agreement shall not be construed more strictly against
     one party hereto than against any other party hereto merely by virtue of
     the fact that it may have been prepared by counsel for one of the parties.

17.15 POST-CLOSING ACCESS TO RECORDS. Upon receipt by Seller of Buyer's
     reasonable written request at anytime and from time to time within a period
     of 2 years after the Closing, Seller shall make available to Buyer and its
     accountants and designees, for inspection and copying during normal
     business hours and at Buyer's sole cost and expense, (i) all accounting
     records relating to the Property for the calendar year period ended
     December 31, 2005, and for the period from January 1, 2006 through the
     Closing Date, including, without limitation, all general ledgers, cash
     receipts, canceled checks and other accounting documents or information
     reasonably requested by Buyer and related to the Property, and (ii) all
     other records related to the Property, in either case whether in the
     possession or control of Seller or Seller's manager, asset manager or other
     agent.

17.16 EXHIBITS. All exhibits attached hereto are hereby incorporated by
     reference as though set out in full herein.

17.17 ATTORNEYS' FEES. If any action is brought by either party against the
     other party, relating to or arising out of this Agreement, the transaction
     described herein or the enforcement hereof, the prevailing party shall be
     entitled to recover from the other party reasonable attorneys' fees, costs
     and expenses incurred in connection with the prosecution or defense of such
     action. For purposes of this Agreement, the term "ATTORNEYS' FEES" or
     "ATTORNEYS' FEES AND COSTS" shall mean the fees and expenses of counsel to
     the parties hereto, which may include printing, photostating, duplicating
     and other expenses, air freight charges, and fees billed for law clerks,
     paralegals and other persons not admitted to the bar but performing
     services under the supervision of an attorney, and the costs and

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       31



                                                    102 WITMER ROAD, HORSHAM, PA

     fees incurred in connection with the enforcement or collection of any
     judgment obtained in any such proceeding. The provisions of this Section
     shall survive the entry of any judgment, and shall not merge, or be deemed
     to have merged, into any judgment.

17.18 BUSINESS DAYS. As used herein, the term "BUSINESS DAY" shall mean a day
     that is not a Saturday, Sunday or legal holiday. In the event that the date
     for the performance of any covenant or obligation under this Agreement
     shall fall on a Saturday, Sunday or legal holiday under the laws of the
     Commonwealth of Pennsylvania or the State of California, the date for
     performance thereof shall be extended to the next Business Day.

                    [REMAINDER OF PAGE INTENTIONALLY BLANK.]

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       32


                                                    102 WITMER ROAD, HORSHAM, PA

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                        BUYER: ARE-PA REGION NO. 6, LLC,
                                               a Delaware limited liability
                                               company

                                        By: Alexandria Real Estate Equities,
                                            L.P., a Delaware limited
                                            partnership, its managing member

                                        By: ARE-QRS CORP.,
                                            a Maryland corporation, general
                                            partner


Execution Date: September 1, 2006       By: /s/ Jennifer J. Pappas
                                            ------------------------------------
                                        Its: Vice President and Assistant
                                             Secretary
                                             -----------------------------------

SELLER:                                 NEOSE TECHNOLOGIES, INC.,
                                        a Delaware corporation


Execution Date: September 1, 2006       By: /s/ George J. Vergis, Ph.D.
                                            ------------------------------------
                                        Name: George J. Vergis, Ph.D.
                                              ----------------------------------
                                        Its: President and CEO
                                             -----------------------------------

ESCROW AGENT:

The undersigned Escrow Agent accepts the foregoing Agreement of Purchase and
Sale and Joint Escrow Instructions and agrees to act as Escrow Agent under this
Agreement in strict accordance with its terms.

CHICAGO TITLE INSURANCE COMPANY         Date: September 1, 2006


By: /s/ Gus Aguilar
    ---------------------------------
Name: Gus Aguilar
      -------------------------------
Its: AVP and Senior Escrow Officer
     --------------------------------

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       33



                                                    102 WITMER ROAD, HORSHAM, PA

                                    EXHIBIT A
                                LEGAL DESCRIPTION

Metes and Bounds description of Unit 30, Block 60A, APN # 36-00-11954-016, lands
now or formerly Neose Technologies, Inc., Horsham Township, Montgomery County,
Commonwealth of Pennsylvania as described on the ALTA/ACSM Land Title Survey
prepared by Control Point Associates, Inc., dated August 8, 2006, File No.
CP97002.02 as follows:

BEGINNING at a concrete monument along the Northeasterly legal right-of-way of
Witmer Road (a.k.a. T-405, 60.00 feet wide right-of-way), at its intersection
with the dividing line between Unit 30, Block 60A, APN #36-00-11954-016, Lands
now or formerly Neose Technologies, Inc., and Unit 1, Block 60A, APN
#36-00-11954-025, Lands now or formerly Liberty Property Limited Partnership,
and from said point of beginning running, thence;

1. along the northeasterly legal right-of-way line of Witmer Road, North 23
degrees 42 minutes 10 seconds West, a distance of 376.11 feet to a point,
thence;

2. along the dividing line between Unit 30, Block 60A, APN # 36-00-11954-016,
and Unit 29, Block 60A, APN # 36-00-11954-007, Lands now or formerly Liberty
Property Limited Partnership, North 44 degrees 49 minutes 22 seconds East, a
distance of 428.99 feet to a railroad spike, thence;

3. along the dividing line between Unit 30, Block 60A, APN # 36-00-11954-016 and
Unit 22, Block 60A, APN # 36-00-10235-052, Lands now or formerly Liberty
Property Limited Partnership, South 45 degrees 10 minutes 38 seconds East, a
distance of 350.00 feet to a concrete monument;


4. along the dividing line between Unit 30, Block 60A, APN #36-00-11954-016 and
Unit 1, Block 60A, APN # 35-00-11954-025, South 44 degrees 49 minutes 22 seconds
West, a distance of 566.68 feet to a concrete monument on the northeasterly
legal right-of-way of Witmer Road and the point and place of beginning.

Containing 174,242 square feet or 4.000 acres, more or less.

TOGETHER WITH easements as set forth in Easement Agreement between Liberty
Property Limited Partnership, a Pennsylvania limited partnership and Neose
Technologies, Inc., a Delaware corporation, dated January 24, 2002 and recorded
January 30, 2002 in the Office of the Recorder of Deeds in and for the County of
Montgomery, Pennsylvania in Deed Book 5393 at Page 2346.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       34



                                                    102 WITMER ROAD, HORSHAM, PA

                                    EXHIBIT B

                           PERSONAL PROPERTY INVENTORY

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are ALEXANDRIA,
                                        registered trademarks of Alexandria Real
                                        Estate Equities, Inc.


                                       35


                                                                       EXHIBIT B

                     WITMER ROAD PROPERTY - INCLUDED ASSETS

     GROUPING LEGEND

1A GENERAL BUILDING INFRASTRUCTURE
2A PROCESS EQUIPMENT
3A LAB EQUIPMEN
6A IT EQUIPMENT



         FAS
       SYSTEM    EQUIPMENT     FAS
GROUP     #        TAG #      TAG #    ACQ DATE                VENDOR
- -----  ------  ------------  -------  ----------  --------------------------------
                                   
1a      2,203  AE-5048       01425     5/31/2005  GE Infrastructure Sensing
1a        N/A  AU-1000                            GETINGE
1a      1,535  BSC-1000      01005     8/11/2003  Thermo Forma
1a      1,534  BSC-1001      00630     8/11/2003  Thermo Forma
1a      1,944  BSC-1002      01258     7/31/2004  Thermo Forma
1a      1,945  BSC-1003      01322     7/31/2004  Thermo Forma
1a      1,119  BSC-2000      00695     1/31/2002  ThermoForma
1a      1,117  BSC-2700      00696     1/31/2002  ThermoForma
1a      1,116  BSC-3000      00697     1/31/2002  ThermoForma
1a      1,120  BSC-304       00694     1/31/2002  ThermoForma
1a      1,115  BSC-3700      00698     1/31/2002  ThermoForma
1a      1,521  DW-0001       00621     7/11/2003  Lancer USA Inc
1a      1,522  DW-0002       00622     7/11/2003  Lancer USA Inc
1a        530  H-0003        00962                Labconco
1a        N/A  H-0004                             6 Foot
1a        N/A  H-0005                             6 Foot
1a        N/A  H-0007                             Labconco, 4 Foot
1a        N/A  H-0010                             Labconco
1a        N/A  H-0011                             Labconco
1a        693  H-1009        00146     2/29/2000  ThermoQuest
1a        682  ML-03         00127     1/28/2000  FTS Kinetics
1a      1,450  PK-1850       00560      1/1/2003  Techniserv
1a      1,448  PK-1910       00561      1/1/2003  Steris
1a      1,451  PK-1950       00556      1/1/2003  Techniserv
1a        N/A  PN-01         n/a                  Process Network
1a        N/A  RP-1720                            Fristam Pump
1a        N/A  RP-1990       N/A                  Fristam Pump
1a      1,449  ST-1910       00553      1/1/2003  Steris
1a        N/A  Z-100                              1-Tank, w/ HX & 2 Pumps
1a        N/A  Z-101                              1-Tank, w/ HX & 2 Pumps




GROUP                   DESCRIPTION                         LOCATION             SERIAL NUMBER
- -----  --------------------------------------------  ----------------------  --------------------
                                                                    
1a     Kaye Validator 2000                           Trailer                 504030
1a     AUTOCLAVE/STERILIZER                          413                     #N/A
1a     Bio Safe Cabinet-4 ft.                        Pilot Plant - Rm 361    100902-3088
1a     Bio Safe Cabinet-4 ft.                        Pilot Plant - Rm 362    100902-3085
1a     Bio Safety Cabinet-4ft                        PP 169A                 101603-03865
1a     Bio Safety Cabinet-4ft                        PP - Rm 358             101603-03866
1a     6ft Bio Safety Cabinet                        PP- Room 316            0
1a     6ft Bio Safety Cabinet                        Room 324                22539
1a     6ft Bio Safety Cabinet                        PP Room 335             0
1a     4ft Bio Safety Cabinet                        Room 304                22536 2070
1a     6ft Bio Safety Cabinet                        Room 341                22539
1a     Glassware washing machine                     Common Area 413         3E042738
1a     Glassware washing machine                     Common Area 413         3E042737
1a     Fisher Scientific-BioHood 6 ft Purif-6        Lab 9                   0
1a     Biosafety Cabinet                             Lab 1                   #N/A
1a     Biosafety Cabinet                             Lab 1                   #N/A
1a     Biosafety Cabinet                             Lab 10                  #N/A
1a     BIOLOGICAL SAFETY CABINET                     Lab 8                   010615620G
1a     BIOLOGICAL SAFETY CABINET                     Lab 8                   010615613G
1a     Bio Safe Cabinet                              WR LAB 4 ROOM 132       23855-339
1a     Lyostar, LS 00013a (lyophilizer)              Rm 304                  Neose # ML-003
1a     CIP System                                    utility rm              PK1850
1a     Clean Steam Generator                         Utility rm              COA41480/PK1910
1a     SIP System                                    PP 318                  0
1a     Plant SCADA Network, Domain Server,           327
1a     3 hp, 1750 rpm, 60+ gpm                       308                     none
1a     3 hp, 1750 rpm, 60+ gpm                       322                     none
1a     Autoclave                                     Rm #321                 0
1a     Portable CIP skid                             171                     2005059
1a     Portable CIP skid                             Rock Road               1054701



                                                                     Page 1 of 8



                                                                       EXHIBIT B

                     WITMER ROAD PROPERTY - INCLUDED ASSETS

     GROUPING LEGEND

1A GENERAL BUILDING INFRASTRUCTURE
2A PROCESS EQUIPMENT
3A LAB EQUIPMEN
6A IT EQUIPMENT



         FAS
       SYSTEM    EQUIPMENT     FAS
GROUP     #        TAG #      TAG #    ACQ DATE                VENDOR
- -----  ------  ------------  -------  ----------  --------------------------------
                                   
1a        N/A  Z-1046                             Gas Cylinders, Auto Change-
1a        N/A  Z-1049                             O2 Deward, Auto Change-over
2a        N/A  AG-1020
2a      1,860  AG-1600       00506      1/1/2003  Lightnin
2a      1,500  AG-1700       00504      1/1/2003  Lightnin
2a        N/A  AG-2000
2a        N/A  AG-2001
2a        N/A  AG-2002
2a        N/A  AG-2003
2a      1,580  CF-1009       00759    10/23/2003  Separation Equipment
2a      2,176  CF-1012       01429      3/3/2005  Block Scientific
2a      1,445  CF-2500       00524      1/1/2003  Alfa Laval
2a      1,595  CF-2700       00776    10/31/2003  Alfa Laval
2a      1,446  CF-3500       00541      1/1/2003  Alfa Laval
2a        N/A  F-803                              10" diam, 38.5" High
2a        N/A  FH-1001                            CUNO
2a        N/A  FH-1002                            16" diam
2a        N/A  FH-1004                            12" diam
2a        N/A  FH-1007                            12" diam
2a        N/A  FH-1009       N/A                  8" Diam x 27" High
2a      1,453  P-2450        00527      1/1/2003  APV USA
2a      1,461  P-2450        00529      1/1/2003  Allegheny Bradford
2a        N/A  R-100
2a        N/A  R-105
2a        N/A  R-200                              1250L, jacketed, agitated
2a      1,456  R-2100        00515      1/1/2003  B. Braun Biotech
2a      1,455  R-2200        00516      1/1/2003  B. Braun Biotech
2a      1,457  R-2300        00519      1/1/2003  B. Braun Biotech
2a      1,459  R-3100        00532      1/1/2003  B. Braun Biotech
2a      1,458  R-3200        00535      1/1/2003  B. Braun Biotech




GROUP                   DESCRIPTION                         LOCATION             SERIAL NUMBER
- -----  --------------------------------------------  ----------------------  --------------------
                                                                    
1a     Oxygen System                                 Outside                 n/a
1a     Liquid Oxygen Skid                            Outside                 n/a
2a     High Shear Agitator                           Portable                #N/A
2a     Mixer Attachments-see sys 1500 & 1859         PP 309                  R0237425501 & 401
2a     Mixer Attachments-see sys 1859 & 1860         PP 308                  R0237425501 & 401
2a     Mix Tank Agitator                             362                     #N/A
2a     Lightnin Agitator                             Portable                #N/A
2a     Lightnin Agitator                             Portable                #N/A
2a     Lightnin Agitator                             Portable                #N/A
2a     Sorvall RC-3C Plus w/H6000A Rotor             Pilot Plant - Rm 320    9500399
2a     Sorvall RC-3C Plus centrifuge w/6x1 L roto    PP RM 362               0
2a     Centrifuge #1-GMP Facility-CF2500             PP RM 326               7217 / 7219/4115645
2a     LAPX 404                                      PP ROOM 320             4126585
2a     Centrifuge #2-GMP Facility -CF3500            PP 339                  7218/7220/4115482
2a     Meissner Filter Housing                       Portable                1627
2a     filter housing                                Lab 5                   #N/A
2a     CUNO Depth Filter                             Portable                #N/A
2a     CUNO Depth Filter                             Portable                #N/A
2a     CUNO Depth Filter                             Portable                #N/A
2a     20" Millipore Filter housing                  167                     5072
2a     Homogenizer                                   PP 326                  1-01-302
2a     Cooling Exchanger                             PP 326                  2783880
2a     1L reactor                                    168                     WA42401397
2a     4L reactor                                    168                     WA42401397
2a     Reactor                                       302                     none
2a     20L Fermenter R2100                           PP ROOM 320             1654-15A
2a     200L Fermenter-R2200                          PP 320                  1655-200A
2a     2000L Fermenter-R2300                         PP 320                  1656-2000A
2a     20L Fermenter R3100                           PP 337                  1567-15A
2a     200L Fermenter-R3200                          PP RM 337               1658-200A



                                                                     Page 2 of 8



                                                                       EXHIBIT B

                     WITMER ROAD PROPERTY - INCLUDED ASSETS

     GROUPING LEGEND

1A GENERAL BUILDING INFRASTRUCTURE
2A PROCESS EQUIPMENT
3A LAB EQUIPMEN
6A IT EQUIPMENT



         FAS
       SYSTEM    EQUIPMENT     FAS
GROUP     #        TAG #      TAG #    ACQ DATE                VENDOR
- -----  ------  ------------  -------  ----------  --------------------------------
                                   
2a      1,454  R-3300        00536      1/1/2003  B. Braun Biotech
2a        N/A  R-500                              300L, jacketed, agitated
2a       1753  SI-0004       00964                New Brunswick
2a      1,106  SI-0010       00304     1/17/2002  B. Braun Biotech
2a      1,854  SI-0011       00305     1/17/2002  B. Braun Biotech
2a      1,855  SI-0012       00306     1/17/2002  B. Braun Biotech
2a      1,022  SI-0015       00568     9/27/2001  B. Braun Biotech
2a      1,869  SI-0018       00751    10/15/2003  B. Braun Biotech
2a      1,575  SI-0019       01080    10/15/2003  B. Braun Biotech
2a      1,475  TK-1430       00549      1/1/2003  Allegheny Bradford
2a      1,479  TK-1510       00554      1/1/2003  Allegheny Bradford
2a      1,471  TK-1515       00545      1/1/2003  Allegheny Bradford
2a      1,470  TK-1520       00544      1/1/2003  Allegheny Bradford
2a      1,473  TK-1525       00547      1/1/2003  Allegheny Bradford
2a      1,466  TK-1550       00514      1/1/2003  Allegheny Bradford
2a      1,474  TK-1555       00548      1/1/2003  Allegheny Bradford
2a      1,472  TK-1560       00546      1/1/2003  Allegheny Bradford
2a      1,478  TK-1565       00552      1/1/2003  Allegheny Bradford
2a      1,463  TK-1600       00507      1/1/2003  Allegheny Bradford
2a      1,462  TK-1700       00505      1/1/2003  Allegheny Bradford
2a        N/A  TK-2001
2a        N/A  TK-2002
2a        N/A  TK-202                             STAINLESS FABRICATION
2a        N/A  TK-203                             3000L, jacketed, agitated
2a      1,467  TK-2400       00522      1/1/2003  Allegheny Bradford
2a      1,468  TK-2600       00528      1/1/2003  Allegheny Bradford
2a      1,469  TK-3400       00537      1/1/2003  Allegheny Bradford
2a        N/A  TK-5004
2a        N/A  TK-502                             500L, jacketed, agitated
2a        N/A  TK-503                             1000L, jacketed, agitated




GROUP                   DESCRIPTION                         LOCATION             SERIAL NUMBER
- -----  --------------------------------------------  ----------------------  --------------------
                                                                    
2a     2000L Fermenter-R3300                         PP RM 337               1659-2000A
2a     Reactor                                       302                     n/a
2a     Fisher-(2) shakers model C-25KC incubat       Lab 5                   lab1-890265684
2a     Incubating Shaking Cabinets- (3 of the        COMMON AREA 413         2208012500274
2a     Incubating Shaking Cabinets- (3 of the        COMMON AREA 413         108012500283
2a     Incubating Shaking Cabinets- (3 of the        COMMON AREA 413
2a     Incubating Shaking Cabinet                    PP-rm 316               409012500280
2a     Certomat IS benchtop incubating shaker        Rm 361 - PP             00101/03, 00102/03
2a     Certomat IS benchtop incubating shaker        PP Rm 362,              00101/03, 00102/03
2a     Portable Tank-TK 1430                         PP ROOM 302             8689-4-2-1
2a     Portable Tank TK-1510                         PP 312                  2479785
2a     Portable Tank TK-1515                         PP ROOM 312             2479786
2a     Portable Tank-TK 1520                         PP 312                  2479694
2a     Portable Tank-TK 1525                         pp room 312             2479695
2a     Portable Tank TK-1550                         PP 312                  8689-4-2-2
2a     Portable Tank TK-1555                         PP MOBILE               8689-4-2-3
2a     Portable Tank TK-1560                         PP 312                  8689-4-3-1
2a     Portable Tank-TK 1565                         PP 322                  8689-4-3-2
2a     Portable Tank TK-1600                         PP ROOM 307             2479665
2a     Portable Tank-1700, 200L Atmospheric Ve       PP 308                  2479634
2a     Mixtainer                                     Portable                none
2a     Mixtainer                                     Portable                none
2a     HOLDING TANK                                  Lab 5                   3822
2a     Reactor                                       171                     3822
2a     Tank-TK2400                                   PP 320                  8689-5-1-1
2a     STATIONARY Tank-TK 2600                       PP RM 326               8689-5-1-2
2a     Tank-TK-3400                                  PP RM 337               2479755
2a     Mixtainer                                     Portable                n/a
2a     Reactor                                       171                     n/a
2a     Reactor                                       171                     n/a



                                                                     Page 3 of 8



                                                                       EXHIBIT B

                     WITMER ROAD PROPERTY - INCLUDED ASSETS

     GROUPING LEGEND

1A GENERAL BUILDING INFRASTRUCTURE
2A PROCESS EQUIPMENT
3A LAB EQUIPMEN
6A IT EQUIPMENT



         FAS
       SYSTEM    EQUIPMENT     FAS
GROUP     #        TAG #      TAG #    ACQ DATE                VENDOR
- -----  ------  ------------  -------  ----------  --------------------------------
                                   
2a        N/A  TK-517                             600L, jacketed, agitated
2a      1,465  TK-620        00513      1/1/2003  Allegheny Bradford
2a      1,464  TK-630        00512      1/1/2003  Allegheny Bradford
2a      1,477  TK-631        00551      1/1/2003  Allegheny Bradford
2a      1,476  TK-632        00550      1/1/2003  Allegheny Bradford
2a        N/A  TK-801A                            4,000 L, Jacketed w/ agitator
2a        N/A  TK-801B                            4,000 L, Jacketed w/ agitator
2a      2,206  X-5041        01431     6/30/2005  Microfluidics
2a      1,423  Z-1006        00661     3/19/2003  Millipore
2a      1,249  Z-1008        00557     6/19/2002  Cuno Filtration Sales
2a      1,345  Z-1009        00387    11/25/2002  Amersham Biosciences
2a      1,538  Z-1011        00972     8/31/2003  Amersham Bioscience
2a      1,541  Z-1011        00974     8/31/2003  Amersham Bioscience
2a      1,542  Z-1012        00969     8/31/2003  Amersham Biosciences
2a      1,539  Z-1012        00971     8/31/2003  Amersham Bioscience
2a      1,544  Z-1012        00973     8/31/2003  Amersham
2a      1,600  Z-1018        00782    11/30/2003  Stainless Technology
2a      1,570  Z-1018        01014     9/30/2003  Millipore Corporation
2a        N/A  Z-1024                             20L Tk, Mini flat sheet holder &
2a        N/A  Z-1029                             20L Tk, Mini flat sheet holder &
2a      1,657  Z-1031        01116     2/29/2004  Fisher
2a      1,691  Z-1032        01220     4/21/2004  Amersham Biosciences Corp
2a      1,540  Z-1039        00970     8/31/2003  Amersham Bioscience
2a      1,715  Z-1039        01223     5/31/2004  Amersham Biosciences
2a      1,744  Z-1040        01222     6/30/2004  Amersham Biosciences
2a        N/A  Z-1048                             mini TFF holder, peristaltic
2a        479  Z-1100A       00376
2a      1,751  Z-1100B       00377
2a        953  Z-1100C       00383     5/11/2001  B. Braun Biotech
2a        992  Z-1100E       00289     7/18/2001  B. Braun Biotech




GROUP                   DESCRIPTION                         LOCATION             SERIAL NUMBER
- -----  --------------------------------------------  ----------------------  --------------------
                                                                    
2a     Reactor                                       169                     n/a
2a     Portable Tank-TK620 Portable Vessel           PP Mobile               2479693
2a     Portable Tank-TK630-Portable Vessel           PP ROOM 312             8689-4-1-1
2a     Portable Tank-TK-631 250L Portable Vess       PP 312                  8689-4-1-2
2a     Portable Tank, 250L Portable Vessel TK-       PP 312                  8689-4-1-3
2a     Reactor                                       169                     E32702
2a     Reactor                                       169                     E32702
2a     Low air consumption microfluidizer process    PP                      0
2a     Pellicon Assembly                             Pilot Plant -320        SKID Z1006
2a     Cunocheck 2 Integrity tester                  PP PORTABLE             MC0057
2a     6mm std gradient bioprocess system            PP Room 171             1054701
2a     Akta Pilot w/ control-see notes               Pilot Plant - mobile    0109 3298
2a     FRAC 950                                      Pilot Plant - rm 171    0109 3115
2a     AKTA Pilot w/control                          Pilot Plant - mobile    0109 3295
2a     Akta Pilot w/ control                         Pilot Plant - mobile    0109 3296
2a     Frac 950                                      Pilot Plant - mobile    0109 2786
2a     30L Atmospheric Single Wall Tank              Pilot Plant - Mobile    6073
2a     Pellicon 2 SS holder assembly                 Pilot Plant - Rm 167    N/A
2a     Small TFF Skid                                171                     n/a
2a     TFF Skid (Small)                              169A                    n/a
2a     Labscale TFF System 115V                      Pilot Plant - Rm 358    P4BN3896015
2a     Akta Purifier 100--see sys 1895               Pilot Plant Rm 169A     01118766, 01118419
2a     FRAC 950                                      Pilot Plant -RM 171     0109 2780
2a     Akta purifier 100-see sys 1928                Pilot Plant - Rm 171    01129910, 01129977
2a     6mm Standard Gradient Bioprocess System       Pilot Plant - Rm 171    1131299
2a     10K TFF Skid                                  358                     n/a
2a     B. Braun Biotech Inc.- 2 biostat C 15L        WR LAB 5a Room 135A     00257/96, 00256/96
2a     B. Braun Biotech Inc.- 2 biostat C 15L        WR LAB 5a Room 135A     00257/96, 00256/96
2a     Keofit Sample Valve, Biostat-see sys 18       WR LAB 5                01010/97, 01008/97
2a     Fermenter                                     WR LAB 5a Room 135A     04087/01



                                                                     Page 4 of 8



                                                                       EXHIBIT B

                     WITMER ROAD PROPERTY - INCLUDED ASSETS

     GROUPING LEGEND

1A GENERAL BUILDING INFRASTRUCTURE
2A PROCESS EQUIPMENT
3A LAB EQUIPMEN
6A IT EQUIPMENT



         FAS
       SYSTEM    EQUIPMENT     FAS
GROUP     #        TAG #      TAG #    ACQ DATE                VENDOR
- -----  ------  ------------  -------  ----------  --------------------------------
                                   
2a        993  Z-1100F       00290     7/18/2001  B. Braun Biotech
2a        994  Z-1100K       00384     7/18/2001  B. Braun Biotech
2a      1,137  Z-119         00912     2/14/2002  Millipore Corporation
2a        650  Z-1200        00733                ALLEGHENY BRADFORD
2a      1,133  Z-1200A       00772     2/28/2002  Allegheny Bradford Corp
2a        649  Z-1300        00732                ALLEGHENY BRADFORD
2a        N/A  Z-203PC/MT03  00160
3a        N/A  AE-1013-1                          YSI
3a        912  AE-1022       00259      4/4/2001  Fisher Scientific
3a      1,302  AE-1029       00986     9/25/2002  Fisher Scientific
3a      1,536  AE-1041       00648     8/31/2003  Guava Technologies
3a      1,568  AE-1042       01019     9/30/2003  Fisher Scientific
3a      1,723  AE-1051       01231     6/16/2004  Guava Technologies
3a      1,956  AE-1055       01343     8/31/2004  Cambrex Bio Science
3a      1,696  Agilent1      01165     4/30/2004  Agilent Technologies
3a      1,693  Agilent1      01167     4/30/2004  Agilent Technologies
3a      1,896  Agilent1      01168     4/30/2004  Agilent Technologies
3a      1,897  Agilent1      01169     4/30/2004  Agilent Technologies
3a      1,898  Agilent1      01170     4/30/2004  Agilent Technologies
3a      1,899  Agilent1      01171     4/30/2004  Agilent Technologies
3a      1,703  Agilent1      01172     4/30/2004  Agilent Technologies
3a      1,697  Agilent2      01166     4/30/2004  Agilent Technologies
3a      1,694  Agilent2      01173     4/30/2004  Agilent Technologies
3a      1,900  Agilent2      01174     4/30/2004  Agilent Technologies
3a      1,901  Agilent2      01175     4/30/2004  Agilent Technologies
3a      1,903  Agilent2      01177     4/30/2004  Agilent Technologies
3a        765  CF-0149       00149     6/22/2000  Jouan
3a      1,274  CF-1005       00709     8/13/2002  Fisher Scientific
3a        N/A  CF-1006                            Benchtop
3a      1,553  CF-1007       01020     9/18/2003  Fisher Scientific




GROUP                   DESCRIPTION                         LOCATION             SERIAL NUMBER
- -----  --------------------------------------------  ----------------------  --------------------
                                                                    
2a     Fermenter-see notes tab-BIOSTAT C-15          Lab 5A                  04088/01
2a     Fermenter-biostat C15                         Lab 5                   0414a/01
2a     Labscale TFF System                           WR Lab 3
2a     ALLEGHENY BRADFORD-150L FERME                 WR LAB 5                0
2a     150L ASME code Fermentor with mixer ass       Lab 5                   0
2a     ALLEGHENY BRADFORD-1000L FERM                 WR LAB 5                0
2a     CONTROLLER                                    Lab 5                   3241-1-1
3a     ANALYZER                                      Lab 8                   #N/A
3a     Spectrophotometer                             WR LAB 6 Room 135       3FGD037003
3a     Thermo-spectronic genesys 20 spectropho       PP-Rm 316               neose # AE-1029
3a     Guava PCA System-see sys 1866                 PP 362                  GTI-0300372, DPDL831
3a     Gensys 5 spectophotometer package             Pilot Plant - Rm 361    3V8F157005
3a     Guava PCA System                              Pilot Plant - Rm 337    GTI-0400438
3a     Channel Reader w/ incubator UV Genrc          Lab 1 QC                1919188
3a     Micro Vacuum Degasser                         WR Lab 9 - Rm 146       JP40714634
3a     1100 HPLC System with Cerity Software P       WR Lab 9 - Rm 146
3a     1100 HPLC System with Cerity Soft Packg       WR Lab 9 - Rm 146
3a     1100 HPLC Sys w/ Cerity Soft Packg-see        WR Lab 9 - Rm 146
3a     1100 HPLC Sys w/ Cerity Soft Packg-sys        WR Lab 9 - Rm 146
3a     1100 HPLC Sys w/ Cerity Soft Packg-see        WR Lab 9 - Rm 146
3a     GMP Stand alone Bundle Cerity, IQ/OQ          WR Lab 9 - Rm 146       FRB40801S1
3a     Micro Vacuum Degasser                         Lab 9 - Rm 146          JP40714765
3a     1100 HPLC System with Cerity Software P       WR Lab 9 - Rm 146
3a     1100 HPLC System with Cerity Soft Packg       WR Lab 9 - Rm 146
3a     1100 HPLC Sys w/ Cerity Soft Packg-see        WR Lab 9 - Rm 146
3a     1100 HPLC Sys w/ Cerity Soft Packg-sys        WR Lab 9 - Rm 146
3a     Centrifuge MR1812                             WR LAB 4 Room 132       49709025
3a     Marathon 16km microcentrifuge                 WR LAB 6 Room 135B      207N0037
3a     Centrifuge                                    337                     04004
3a     Eppendorf Centrifuge 541R w/o Rotor 115       Pilot Plant - Rm 316    5426-07848



                                                                     Page 5 of 8



                                                                       EXHIBIT B

                     WITMER ROAD PROPERTY - INCLUDED ASSETS

     GROUPING LEGEND

1A GENERAL BUILDING INFRASTRUCTURE
2A PROCESS EQUIPMENT
3A LAB EQUIPMEN
6A IT EQUIPMENT



         FAS
       SYSTEM    EQUIPMENT     FAS
GROUP     #        TAG #      TAG #    ACQ DATE                VENDOR
- -----  ------  ------------  -------  ----------  --------------------------------
                                   
3a        N/A  CF-1010                            Benchtop
3a        N/A  CF-1011                            Benchtop
3a      2,098  CF-1377       01377    10/31/2004  Amersham Biosciences Corp
3a      1,643  EDAS-290      01114     1/31/2004  Fisher
3a        730  EV-522        00129     4/24/2000  Pope Scientific
3a        526  EV-522        00977
3a        265  FD-0965       00965
3a        N/A  FP-100                             SIM AMINCO
3a        N/A  FPLC-1                             AMERSHAM
3a      1,313  FPLC-2        00375    10/11/2002  Amersham Biosciences Corp
3a      2,124  HPLC-1370     01367    11/30/2004  Agilent Technologies
3a      2,125  HPLC-1370     01368    11/30/2004  Agilent Technologies
3a      2,126  HPLC-1370     01369    11/30/2004  Agilent Technologies
3a      2,123  HPLC-1370     01370    11/30/2004  Agilent Technologies
3a      1,576  KF-02         01078    10/23/2003  Fisher Scientific
3a        729  M-01          00107     4/24/2000  Fisher Scientific
3a      2,127  MFT03 (HPLC
               1370          01371  11/30/2004  Agilent Technologies
3a      1,243  MI-200        00583     6/30/2002  Millipore Corporation
3a      1,617  MPR-01        00787    12/16/2003  Molecular Devices
3a        N/A  N/A                                CENTRIFUGE
3a      1,671  OS-01         01150     3/31/2004  Fisher
3a      1,625  P-2460        01113    12/31/2003  APV North America
3a        661  PO-01         00945                VWR Scientific Products
3a        N/A  QC01                               Beckman
3a        N/A  QC05-1                             Dionex
3a        N/A  QC05-2                             Dionex
3a        N/A  QC-15
3a        855  RI-71         00818     1/18/2001  Beckman Coulter, Inc
3a      1,276  SB-100        00705     8/19/2002  Fisher Scientific
3a        897  SDWATERS      00321      3/6/2001  Dell Direct Sales




GROUP                   DESCRIPTION                         LOCATION             SERIAL NUMBER
- -----  --------------------------------------------  ----------------------  --------------------
                                                                    
3a     Centrifuge                                    361                     #N/A
3a     Centrifuge                                    362                     #N/A
3a     Fraction Collector 200                        Cold Room               1130435
3a     EDAS 290 EPI Win 110V, Demo Unit              WR Lab 9 ROOM 132       EKT03201771
3a     Liquid pump distilbate POPE (see also F       Room 168                0
3a     Pope Scientific, Inc.-addition to FAS #       PP-Rm 168               0
3a     Fisher - Freeze Dryer (Labconco)              Common Lab Area 413     #N/A
3a     CELL PRESS                                    413                     #N/A
3a     HPLC SYSTEM - FPLC                            Lab 3                   #N/A
3a     AKTA fplc                                     WR Lab 3                1057859
3a     1100 Thermostatted Well-plate Sampler         Lab 7                   DE43603782
3a     1100 Thermostatted column Compartment         Lab 7                   DE43642389
3a     1100 Diode-array Detector                     Lab 7                   DE43623550
3a     1100 Binary Pump                              Lab 7                   DE43616461
3a     KFD Titrino 758/B-20                          WR LAB 9                10576598
3a     Microscope- Zeiss- Axiostar                   Lab 1                   33485
3a
       HPLC 2D ChemStation S/W License Bundle        Lab 7                   USU4390DW3
3a     Milliflex Vacuum Filtration System            LAB 1                   0
3a     Spectramax Plus 384 microplate reader w       QC 147                  MN03884
3a     FISHER                                        Lab 6                   51200419
3a     Osmette Osmometer                             WR Lab 9                HE0309B
3a     APV1000 Laboratory Homogenizer                Lab 2                   1-0.3785
3a     VWR- polax 2L display polarimeter             QC 146                  990223
3a     Beckman HPLC (Autosampler, detector,          Lab 9                   252645
3a     Dionex HPLC (Autosampler, detector,           Lab 9                   n/a
3a     Dionex HPLC (Autosampler, detector,           Lab 9                   n/a
3a     AUTOSAMPLER                                   Lab 9                   042/00821
3a     Shodex Refractive Index Detector-RI-71,       WR LAB 9
3a     Sonic Dismembrator                            WR LAB 6 Room 135b      FS1392
3a     Dell 866 mhz                                                          F9D1D01



                                                                     Page 6 of 8



                                                                       EXHIBIT B

                     WITMER ROAD PROPERTY - INCLUDED ASSETS

     GROUPING LEGEND

1A GENERAL BUILDING INFRASTRUCTURE
2A PROCESS EQUIPMENT
3A LAB EQUIPMEN
6A IT EQUIPMENT



         FAS
       SYSTEM    EQUIPMENT     FAS
GROUP     #        TAG #      TAG #    ACQ DATE                VENDOR
- -----  ------  ------------  -------  ----------  --------------------------------
                                   
3a      1,615  SP-0495       00495    12/31/2003  Digilab
3a      1,712  SP-1199       01199     5/27/2004  Amersham Biosciences
3a         28  SS02          00994
3a        N/A  TOC-01        00224                TOC
3a        685  UV-101        00902     1/31/2000  Shimadzu Scientific Instr
3a        N/A  V-512A                             w/ distillation columns
3a        N/A  V-513A                             w/ distillation columns
3a        895                00223     3/15/2001  Sievers Instruments Inc
3a      1,826                00225     3/15/2001  Sievers Instruments Inc
3a        N/A                                     FISHER
3a        N/A                                     WATERS
6a        841  MT02          00985    11/17/2000  Dell Direct Sales
6a        714                00021      3/9/2000  Copy-Quik
6a        803                00024     8/24/2000  Copi-Quik
6a        775                00096     6/30/2000  Universal Access
6a      1,808                00160     9/22/2000  Dell Direct Sales
6a        829                00174     10/6/2000  Affiliated Business Solut
6a        946                00209     4/13/2001  Dell Direct Sales
6a        955                00244     5/17/2001  Hello Direct
6a      1,064                00308    11/28/2001  Dell Marketing LP
6a      1,251                00373                Parente Tech
6a      1,290                00389      8/1/2002  Vistacom
6a      1,405                00395     2/14/2003  CDW Computer Services
6a        848                00428    12/31/2000  Software House Inter
6a      1,452                00566      1/1/2003  Techniserv
6a      1,275                00590     8/19/2002  CDW
6a      1,546                00626     8/31/2003  ePlus Technologies
6a      1,127                00738     1/31/2002  Virtus Partners, LLC
6a      1,339                00918    10/30/2002  TrueTime, Inc
6a        625                00943                META CHEM TECHNOLOGIES




GROUP                   DESCRIPTION                         LOCATION             SERIAL NUMBER
- -----  --------------------------------------------  ----------------------  --------------------
                                                                    
3a     U2810 UV/Vis Spectrophotometer                Lab 5                   5860016
3a     Ultrospec 4300 Pro, plum                      WR Lab 3                80-2112-45
3a     Beckman Centrifuge & Rotors (2)               WR Lab 3                #N/A
3a     Sievers                                       Lab 9                   01022453/AS928
3a     UV-Vis Detector Spectro                       Lab 6                   200505
3a     Rotovap                                       168                     US 53400689
3a     Rotovap                                       168                     US 53400689
3a     Portable TOC Package Sievers Model 800-       WR LAB 9 Room 146       TOC0102-2453
3a     Portable TOC Package Sievers Model 800-       LAB 9 Room 146          TOC0102-2453
3a     MICROSCOPE                                    Lab 5A                  #N/A
3a     PHOTO DIODE ARRAY DETECTOR                    Lab 8                   #N/A
6a     Dell 866Mhz GX110 mini tower                  Lab 5a                  61SF401
6a     Ricoh Copier                                  Receptionist Area       57925
6a     Digital Copier & Digital Feeder-Ricoh         Copy Room               59360
6a     Compaq Server Rack                            Server Room 190         0
6a     Dell 733 Mhz-see sys 819                      Room 135                GVZL101
6a     Fax Machine 3170                              Reception Area          UYP18793
6a     Dell 866 mhz                                  IT                      5CX7H01
6a     Polycom Viewstation-see Notes tab             Conf Room B             0
6a     Pentium III-see sys 1851                      WR LAB 4 ROOM 132       3CC2011
6a     Avaya Prologix Phone System-201 Witmer
6a     Soundstation for lunchroom                    phonecloset-blackrac    0
6a     SCADA Rack Accessories                        Server Room             0
6a     Server for Neose West                         WR                      D045DKH1K161
6a     SCADA/BOP System                              WR SERVER               0
6a     CPQ EVO N800V 8/1.6 20GB Office XPP           P. Toland Trailer       5Y27KSQZW00J
6a     Cisco Catalyst 3550 24 10/100 inline po       Server Room             CAT0713Y0S3
6a     HP Autoloader                                 WR Server Room          0
6a     Synchronized network time server              server room
6a     Canon Fax (admin area)                        UYG34350                0



                                                                     Page 7 of 8



                                                                       EXHIBIT B

                     WITMER ROAD PROPERTY - INCLUDED ASSETS

     GROUPING LEGEND

1A GENERAL BUILDING INFRASTRUCTURE
2A PROCESS EQUIPMENT
3A LAB EQUIPMEN
6A IT EQUIPMENT



         FAS
       SYSTEM    EQUIPMENT     FAS
GROUP     #        TAG #      TAG #    ACQ DATE                VENDOR
- -----  ------  ------------  -------  ----------  --------------------------------
                                   
6a      1,648                01115     1/31/2004  Suppression Systems Inc
6a      1,273                1273NT    8/30/2002  B. Braun Biotech
6a      1,277                1277NT    8/30/2002  Rumsey Electric
6a      1,295                1295NT    9/18/2002  Rumsey Electric
6a      1,344                1344NT   11/11/2002  Ionics Instruments
6a      1,379                1379NT   12/31/2002  The MNM Group, Inc

6a      1,588                1588NT    10/7/2003  ePlus Technology
6a      1,641                1641NT   12/31/2003  CDW

6a        776                776NT     6/30/2000  Associated Building
6a
6a
6a
6a
6a
6a
6a
6a
6a
6a

6a

6a

6a      1,144                          2/11/2002  Rodata




GROUP                   DESCRIPTION                         LOCATION             SERIAL NUMBER
- -----  --------------------------------------------  ----------------------  --------------------
                                                                    
6a     Fike SHP/Clean Agent Fire Suppression S       Server Room             0400885 - tank
6a     PCI Bus Board                                                         0
6a     RSLogix500 Programming Software               SCDA laptop             0
6a     SCADA Software                                software                0
6a     Analog motherboard for model #400 TOC a       Computer Board          0
6a     Install Additional Cable trays, panels in
       new used in                                   Room 190                0
6a     Wireless Installation                                                 0
6a     APC Rack -mount LCD Monitor/Keyboard
       Drawr-Citrix-see #1605,16                                             0
6a     Projection Screen in                          Lunch Room              #N/A
6a     One 4-port KVM switch                         Room #190
6a     One 16-port KVM switch (SCADA Rack)           Room #190
6a     One APC UPS 3000                              Room #190
6a     One APC Netshelter Wall Mounted Rack          Room #190
6a     One Cisco 3500-48 port switch (SCADA net      Room #190               FAB0549Q28Q
6a     One Nextel BDA (actually owned by Nextel      Room #190
6a     Five Cisco Aironet 802.11 B access points     Distributed throughout
6a     Three AIR-ANT2012 and Two AIR-ANT59           Distributed throughout
6a     Two infrastructure racks and patch panels(ca  Room #190
6a     One HP OfficeJet G95 (Fax/Scanner/Color
       Printer/Copier)                                                       SG19E13TJ
6a     One HP 2200D Black & White Laser Printer
       (includes a network card-n                                            JPGG72421
6a     One HP 2200D Black & White Printer
       (local printer)                                                       CNDRC55654
6a     Visual Concert-see notes tab-goes with FAS    Conf Rm B               0



                                                                     Page 8 of 8


                                                    102 WITMER ROAD, HORSHAM, PA

                                   EXHIBIT B-1

                           EXCLUDED PERSONAL PROPERTY

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       36


                                                                     EXHIBIT B-1

                     WITMER ROAD PROPERTY - EXCLUDED ASSETS



  FAS         EQUIPMENT        FAS
SYSTEM #        TAG #         TAG #    ACQ DATE                 VENDOR
- --------  -----------------  -------  ----------  ---------------------------------
                                      
     910  AE-1005            00226      4/4/2001  BioWhittaker
     N/A  AE-1012                                 FISHER
   1,000  AE-1013            00272      8/3/2001  Ecogen
   1,139  AE-1021            00567     2/14/2002  Nova Biomedical
   1,217  AE-1023            00388     5/31/2002  GE Kaye
   1,300  AE-1035            00708     9/25/2002  Fisher Scientific
   1,526  AE-1038            00594     7/30/2003  Guava Technologies, Inc
   2,066  Agilent3           01330     9/30/2004  Agilent Technologies
   2,078  Agilent3           01331     9/30/2004  Agilent Technologies
   2,079  Agilent3           01332     9/30/2004  Agilent Technologies
   2,080  Agilent3           01333     9/30/2004  Agilent Technologies
   2,081  Agilent3           01334     9/30/2004  Agilent Technologies
   2,082  Agilent3           01335     9/30/2004  Agilent Technologies
   2,083  Agilent3           01336     9/30/2004  Agilent Technologies
   2,065  Agilent4           01323     9/30/2004  Agilent Technologies
   2,072  Agilent4           01324     9/30/2004  Agilent Technologies
   2,073  Agilent4           01325     9/30/2004  Agilent Technologies
   2,074  Agilent4           01326     9/30/2004  Agilent Technologies
   2,075  Agilent4           01327     9/30/2004  Agilent Technologies
   2,076  Agilent4           01328     9/30/2004  Agilent Technologies
   2,077  Agilent4           01329     9/30/2004  Agilent Technologies
     N/A  AX-300-SE                               ALPHA TECH
     N/A  B10                                     KENMORE
     N/A  BF-0001                                 SORVALL
   1,594  CF-00778           00778    10/31/2003  Alfa Laval
     N/A  CF-1002                                 EPPENDORF
     674  CF-1003            00114     1/21/2000  Kendro Laboratory Product
   1,676  CF-1241            01241      1/1/2004  Fisher Scientific
   2,128  CF-1366            01366    11/30/2004  Fisher Scientific
   2,215  CF-1436            01436     8/25/2005  Fisher Scientific
   2,237  CF-4-5810          01454     2/22/2006  Fisher Scientific
     708  CF-SS03            00115     3/23/2000  Kendo
     N/A  CT-01                                   Eppendorf
     N/A  CT-03                                   Eppendorf
   2,091  DP-08 (HPLC 1353)  01357     7/31/2004  Agilent Technologies
   1,036  F-1004             00718    10/11/2001  Fisher Scientific
     N/A  F-1005                                  MILLIPORE
     N/A  F-201                                   PD Pump, frame, cartridge holders
     N/A  F-204                                   PD Pump, frame, cartridge holders
     N/A  F-501                                   PD Pump, frame, cartridge holders
     N/A  F-506                                   PD Pump, frame, cartridge holders
     N/A  F-805                                   Temporary Use
     N/A  H-0006                                  6 Foot
   1,164  HPLC-0320          00320     3/31/2002  Amersham Biosciences
   2,059  HPLC-0923          01358     9/30/2004  Agilent Technologies


  FAS
SYSTEM #                             DESCRIPTION                                  LOCATION          SERIAL NUMBER
- --------  ----------------------------------------------------------------  -------------------  -------------------
                                                                                        
     910  Standard Kinetic System - biowhittaker                            Lab 1                154807
     N/A  OVEN                                                              Lab 8                1815
   1,000  Biochemistry Analyzer                                             Lab 8                0
   1,139  Nova BioProfile 300A                                              WR LAB 8             T03B01120
   1,217  ValidatorX2000 GE Kaye (and related sof                           PP RM 337            205027
   1,300  Microscope, binocular                                             WR LAB 8             46961
   1,526  Guava PCA system w/Via Count Module                               Lab 8                GTI-0300337
   2,066  HPLC system with Chem Station & ChemStore software appl           Lab 9                JP40718212
   2,078  HPLC system with Chem Station & ChemStore software appl - #2066   Lab 9                DE43616213
   2,079  HPLC system with Chem Station & ChemStore software appl - #2066   Lab 9                DE43603676
   2,080  HPLC system with Chem Station & ChemStore software appl - #2066   Lab 9                DE13209035
   2,081  HPLC system with Chem Station & ChemStore software appl - #2066   Lab 9                DE43641606
   2,082  HPLC system with Chem Station & ChemStore software appl - #2066   Lab 9                DE43623141
   2,083  HPLC system with Chem Station & ChemStore software appl - #2066   Lab 9                MXL4390MP1
   2,065  HPLC systems with Chem Station & Chemstore software appl          Lab 9                JP40718198
   2,072  HPLC systems with Chem Station & Chemstore software appl          Lab 9                DE43616218
   2,073  HPLC systems with Chem Station & Chemstore software appl - #2065  Lab 9                DE40503664
   2,074  HPLC systems with Chem Station & Chemstore software appl - #2065  Lab 9                DE13208979
   2,075  HPLC systems with Chem Station & Chemstore software appl - #2065  Lab 9                DE43641580
   2,076  HPLC systems with Chem Station & Chemstore software appl - #2065  Lab 9                DE43623142
   2,077  HPLC systems with Chem Station & Chemstore software appl - #2065  Lab 9                MXL4390MRY
     N/A  DEVELOPER                                                         Lab 4                #N/A
     N/A  FREEZER                                                           Lab 6                N/A
     N/A  BIO-FUGE BENCHTOP                                                 Lab 3                #N/A
   1,594  LAPX 404 Centrifuge                                               Room 135             4126586
     N/A  CENTRIFUGE                                                        Lab 8                92364
     674  Kendro Laboratory-Centrifuge & Rotor                              WR LAB 8             9902806 & 9960052
   1,676  Eppendorf Centrifuge 5414R w/o Roto 115                           Lab 4 - Rm 132       5426 07559
   2,128  Centrifuge Fisher Accuspin 3R                                     Lab 7                40411879
   2,215  Refrigerated Eppendorf Centrifuge - 5415R                                              14268
   2,237  Eppendorf Cent Mdl 5810R                                          Lab 4                33806
     708  RC-5B plus Centrifuge 208v/60hz & GSA S                           common area          9902150
     N/A  Centrifuge                                                        Lab 9                5415 91857
     N/A  Eppendorf Model 5810 Centrifuge (RPM and time)                    Lab 9                #N/A
   2,091  HPLC System - See 1942                                            Lab 7                FRB250TSZ
   1,036  Gradient system with TOC Monitor'                                 WR LAB 9 Room 146    0
     N/A  TFF UNITS (5 sqft qty 2)                                          Lab 2                #N/A
     N/A  Hollow Fiber Skid                                                 Rock Road            #N/A
     N/A  R.O. Skid                                                         Rock Road            #N/A
     N/A  Hollow Fiber Skid                                                 Rock Road            #N/A
     N/A  R.O. Skid                                                         Rock Road            #N/A
     N/A  R.O. Skid                                                         RR 403a              #N/A
     N/A  Biosafety Cabinet                                                 Lab 1                233370
   1,164  AKTA Explorer                                                     WR Lab 2             1032333
   2,059  Agilent HPLC system                                               Lab 3                JP40717490



                                                                     Page 1 of 6



                                                                     EXHIBIT B-1

                     WITMER ROAD PROPERTY - EXCLUDED ASSETS



  FAS         EQUIPMENT        FAS
SYSTEM #        TAG #         TAG #    ACQ DATE                 VENDOR
- --------  -----------------  -------  ----------  ---------------------------------
                                      
   2,112  HPLC-0923          01359     9/30/2004  Agilent Technologies
   2,113  HPLC-0923          01360     9/30/2004  Agilent Technologies
   2,114  HPLC-0923          01361     9/30/2004  Agilent Technologies
   2,115  HPLC-0923          01362     9/30/2004  Agilent Technologies
   2,116  HPLC-0923          01363     9/30/2004  Agilent Technologies
   2,117  HPLC-0923          01364     9/30/2004  Agilent Technologies
   1,669  HPLC-1156          01156     3/19/2004  Amersham Biosciences
   1,680  HPLC-1200          01200     4/23/2004  Amersham Biosciences Corp
   1,681  HPLC-1203          01203     4/23/2004  Amersham Biosciences Corp
   1,892  HPLC-1203          01204     4/23/2004  Amersham Biosciences Corp
   2,061  HPLC-1348          01344     9/30/2004  Agilent Technologies
   2,092  HPLC-1348          01345     9/30/2004  Agilent Technologies
   2,093  HPLC-1348          01346     9/30/2004  Agilent Technologies
   2,094  HPLC-1348          01347     9/30/2004  Agilent Technologies
   2,095  HPLC-1348          01348     9/30/2004  Agilent Technologies
   2,096  HPLC-1348          01349     9/30/2004  Agilent Technologies
   2,097  HPLC-1348          01350     9/30/2004  Agilent Technologies
   1,942  HPLC-1353          01351     7/31/2004  Agilent Technologies
   2,086  HPLC-1353          01352     7/31/2004  Agilent Technologies
   2,087  HPLC-1353          01353     7/31/2004  Agilent Technologies
   2,088  HPLC-1353          01354     7/31/2004  Agilent Technologies
   2,089  HPLC-1353          01355     7/31/2004  Agilent Technologies
   2,090  HPLC-1353          01356     7/31/2004  Agilent Technologies
   1,955  HPLC-1377          01337     8/31/2004  Amersham Biosciences Corp
   2,060  HPLC-1377          01338     9/30/2004  Amersham Biosciences
   2,085  HPLC-1377          01339     8/31/2004  Amersham Biosciences Corp
   1,734  HPLC-1430          01340     6/29/2004  Amersham Biosciences
   2,084  HPLC-1430          01341     6/29/2004  Amersham Biosciences
   1,938  HPLC-1430          01342     7/14/2004  Amersham Biosciences
     N/A  IN-01                                   FISHER
   2,188  IN-1423            01423     4/30/2005  Fisher Scientific
   2,205  IN-1439            01439     6/29/2005  Fisher
     N/A  IN-4-008                                PRECISION SCIEN
     695  IR-100             00106     2/29/2000  Nicolet Instrument Corpor
     814  IR-100             00156     9/29/2000  Savant Instruments
     N/A  JB-01                                   Boekel
     N/A  Lab PC (TOC-5054)                       Compaq
     N/A  Lab PC (Z-5056)                         Dell
   1,692  M-02               01178     4/30/2004  Fisher Scientific
     N/A  MC-CR01
     N/A  MC-CR-02
     N/A  MC-CR03
     N/A  MC-CR-04
     N/A  MC-CR-07
   1,414  MF-0398            00398      1/1/2003  Microfluidics


  FAS
SYSTEM #                             DESCRIPTION                                  LOCATION          SERIAL NUMBER
- --------  ----------------------------------------------------------------  -------------------  -------------------
                                                                                        
   2,112  Agilent HPLC system - See 2059                                    Lab 3                DE40916011
   2,113  Agilent HPLC system - See 2059                                    Lab 3                DE40522833
   2,114  Agilent HPLC system - See 2059                                    Lab 3                DE40541126
   2,115  Agilent HPLC system - See 2059                                    Lab 3                DE40503602
   2,116  Agilent HPLC system - See 2059                                    Lab 3                DE13208743
   2,117  Agilent HPLC system - See 2059                                    Lab 3                FRB4250TT1
   1,669  Akta Purifier 100                                                 Lab 3                1127076
   1,680  Akta Purifier 100-see sys 1890-1891                               WR Lab 2
   1,681  Akta Purifier 100-see sys 1892-1893                               WR Lab 3
   1,892  Akta Purifier 100-see sys 1681, 1892                              WR Lab 3
   2,061  HPLC System                                                       Lab 4                JP40718016
   2,092  HPLC System - See 2061                                            Lab 4                DE40916072
   2,093  HPLC System - See 2061                                            Lab 4                DE43623058
   2,094  HPLC System - See 2061                                            Lab 4                DE40541424
   2,095  HPLC System - See 2061                                            Lab 4                DE40503652
   2,096  HPLC System - See 2061                                            Lab 4                DE13208932
   2,097  HPLC System - See 2061                                            Lab 4                USU43006TT
   1,942  HPLC System                                                       Lab 7                JP40716672
   2,086  HPLC System - See 1942                                            Lab 7                DE40915661
   2,087  HPLC System - See 1942                                            Lab 7                DE40503439
   2,088  HPLC System - See 1942                                            Lab 7                DE13208151
   2,089  HPLC System - See 1942                                            Lab 7                DE40540101
   2,090  HPLC System - See 1942                                            Lab 7                DE40522258
   1,955  AKTA Purifier 100, Pv908 and IV-908                               Lab 7                1137326
   2,060  Pump P-960 - see also system #1955                                Lab 7                1144778
   2,085  AKTA Purifier 100, Pv908 and IV-908, Fr                           Lab 7                1139661
   1,734  Akta Purifier 100                                                 Lab 7                1133946
   2,084  Akta Purifier 100, Frac-950 - #1734                               Lab 7                1133965
   1,938  Pump P-960-part of AKTA Purifier 100                              Lab 7                1135510
     N/A  INCUBATOR                                                         Lab 8                70B00098
   2,188  Precision Incubators                                              Lab 7                0
   2,205  Precision Refrigerated Incubator                                  Lab 3                0
     N/A  INCUBATOR                                                         Lab 4                9208-008
     695  SpectrometerAvatar 360                                            WR LAB 9             AeA0001620
     814  Speedvac DDA Concentrator(SC250DDA#4898                           Lab 9                SC250DDA#4898
     N/A  Jitter Bug                                                        Lab 9                AEA0001620
     N/A  CPU for Sievers 900                                               Lab 9                MXL44104K5
     N/A  CPU for Densitometer                                              Lab 9                MXL44104K5
   1,692  Intervoskop 40C microscope                                        QC 147               3826000111
     N/A  Chart Recorder for QI-01                                          Lab 1                3826000111
     N/A  Chart Recorder for QZ-03                                          Lab 1                3826000111
     N/A  Chart Recorder for QI-04                                          Lab 1                3826000111
     N/A  Chart Recorder for MZ-33                                          Lab 1                3826000111
     N/A  Chart Recorder for MZ-35                                          Lab 1                3826000111
   1,414  Microfluidizer                                                    Lab 6 - Scale Up     2000011A



                                                                     Page 2 of 6



                                                                     EXHIBIT B-1

                     WITMER ROAD PROPERTY - EXCLUDED ASSETS



  FAS         EQUIPMENT        FAS
SYSTEM #        TAG #         TAG #    ACQ DATE                 VENDOR
- --------  -----------------  -------  ----------  ---------------------------------
                                      
     N/A  MFT02                                   HP
     767  MI-100             00108     6/30/2000  Millipore Corporation
     N/A  MZ-11                                   17.9 cu. Ft.
     N/A  MZ-17                                   HOTPOINT
     N/A  MZ-31                                   WOODS
     N/A  MZ-3-2                                  KENMORE
     825  MZ-33              00161    10/20/2000  VWR Scientific
   1,259  MZ-35              00303     7/23/2002  Labrepco, Inc.
   1,705  MZ-4-1             01240     5/27/2004  Fisher
     920  MZ-4-4             00227     4/20/2001  Fisher Scientific
     N/A  MZ-45                                   24.4 cu. Ft.
     N/A  MZ-4-5                                  FISHER SCIENTIF
     N/A  MZ-4-6                                  FRIDGIDARE
   2,189  MZ-4-7             01424     4/30/2005  Fisher Scientific
   1,735  MZ-48              01242     6/30/2004  Fisher Scientific
   2,212  MZ-4-8             01433      7/8/2005  Fisher Scientific
   2,170  MZ-52              01415     2/17/2005  Fisher Scientific
   1,954  MZ-7-1             01260     8/25/2004  Fisher Scientific
   2,155  MZ-7-2             01387    12/17/2004  Fisher Scientific /Kendro
     N/A  No #                                    HP
     N/A  No #                                    N/A
     N/A  No #                                    Stovall
   1,159  NT-105             00707     3/15/2002  Fisher Scientific
   1,296  NT-106,107,108     00531     9/13/2002  ACME Cryogenics
     N/A  NT-109                                  Taylor Wharton 10K
   2,177  NT-110             01417     3/31/2005  Airgas East
   1,597  NT-112             00493    11/30/2003  Anza Lab Services
   1,261  P-0743             00743     7/31/2002  Penn Valve
   2,185  P-2                01427     4/26/2005  Millipore
     N/A  P-512              00991                PUMP
     N/A  P-703, F-1006                           LAPTOP
     N/A  P-705                                   MASTERFLEX
     641  QC02-1             00774    10/14/1999  BECKMAN COULTER
     411  QC02-1             00869
     N/A  QC03                                    Beckman
     N/A  QC04                                    Dionex
   2,175  QC-06              01421     3/29/2005  ESA, Inc.
     N/A  QI-01                                   10 cu.ft. 20deg.C to 65deg.C
     981  QI-04              00266     7/26/2001  Fisher Scientific
   2,171  QI-07              01414     2/28/2005  Fisher Scientific
     N/A  QM-04
     N/A  QZ-03                                   17 cu.ft 2deg. C to 8deg. C
     N/A  RP-0001                                 VWR
     N/A  RP-0002                                 VWR
     N/A  SC-003                                  DENVER INSTRUME


  FAS
SYSTEM #                             DESCRIPTION                                  LOCATION          SERIAL NUMBER
- --------  ----------------------------------------------------------------  -------------------  -------------------
                                                                                        
     N/A  CPU                                                               Lab 7                MXLL4410FST
     767  Milliflex sensor II                                               WR LAB 1             372UCE
     N/A  -20 degrees C Freezer                                             201 Witmer           S510354305
     N/A  REFRIG/FREEZER                                                    Lab 8                GS554308
     N/A  REFRIGERATOR                                                      Lab 2                D6828038JF
     N/A  FREEZER                                                           Lab 3                WB95103644
     825  Refrigerator                                                      Lab 1
   1,259  Harris Undercounter freezer                                       Lab 1                0
   1,705  Refrigerator, general purpose 49cu ft 1                           Lab 4 - Rm 132       403N0013
     920  Freezer                                                           Lab 4                P28L-523405RL
     N/A  -70 freezer                                                       201 Witmer           U07D-168667-UD
     N/A  FREEZER                                                           Lab 4                102N0052
     N/A  FREEZER                                                           Lab 4                WB30814521
   2,189  Fisher Isotemp Lab refrigerator w/ recorder and alarm             Lab 7                0
   1,735  72 cu ft glass front refrigerator w/cha                           QC Lab 10            406N0002
   2,212  Isotemp plus lab freezer with recorder and alarm                                       506N0004
   2,170  72 cu. ft. refrigerator w/ alarm & day chart recorder             201 Witmer           0
   1,954  72cuft chromatography refrigertor w/ al                           Lab 7                408N0004
   2,155  Freezer (-86) 32 CUFT                                             Lab 7                Y190-274184-Z0
     N/A  Scanjet 8200 scanner                                              Lab 9                none
     N/A  Cuvette washer apparatus & pump                                   Lab 9                #N/A
     N/A  Belly Dancer                                                      Lab 9                none
   1,159  Locator jr plus cryovat w/monitor                                 Lab 8                509020211379
   1,296  Cryostorage system-Taylor Wharton                                 PP RM 328            NT-106-108
     N/A  Cryovat                                                           201 Witmer           562-018-U5
   2,177  10K-Kryos - Taylor Wharton Cryovat                                201 Witmer           0
   1,597  Kryos liquid nitrogen cryofreezer                                 201 Warehouse        555-003-S21
   1,261  Portable Pump Trolley                                             Room 135             0
   2,185  Pelicon2 Filter Holder Assembly + Pump                            LAb 2                5000-00917
     N/A  WATSON MARLOW                                                     Lab 5                7031206
     N/A  PUMP + Filter Assembly                                            Lab 2                02179
     N/A  PUMP                                                              Lab 5                A94002784
     641  Beckman Coulter-32 Karat Workstation                              Lab 9, Rm 146        8189E1UKCBP0L1
     411  Beckman Instruments, Inc. - Model 507 e                           WR LAB 9             6656
     N/A  Beckman HPLC (Autosampler, detector, pump)                        Rock Road            127468
     N/A  Dionex HPLC (Autosampler, detector, pump)                         Lab 9                n/a
   2,175  Corona charged aerosol detector and installation                  Lab 9                CO-0131
     N/A  Incubator                                                         Lab 1                9410011
     981  Incubator                                                         WR LAB 1             601061579
   2,171  Precision Model 815 refrigerated incubator                        RM 147               0
     N/A  pH meter/Conductivity meter                                       Lab 9                11048304
     N/A  2-8 degrees C Refrigerator                                        Lab 1                WA42401397
     N/A  ROCKING PLATFORM                                                  Lab 3                040119A
     N/A  ROCKING PLATFORM                                                  Lab 3                none
     N/A  SCALE                                                             Lab 3                N0103309



                                                                     Page 3 of 6



                                                                     EXHIBIT B-1

                     WITMER ROAD PROPERTY - EXCLUDED ASSETS



  FAS         EQUIPMENT        FAS
SYSTEM #        TAG #         TAG #    ACQ DATE                 VENDOR
- --------  -----------------  -------  ----------  ---------------------------------
                                      
     931  SC-0429            00429     4/19/2001  Nextran/Mettler
     N/A  SC-1000                                 METTLER TOLEDO
     739  SC-1001            00145     5/25/2000  Fisher
          SC-1002                      5/25/2000  DENVER INSTR.
     N/A  SC-1006                                 METTLER
     N/A  SC-610                                  DENVER INSTRUME
   1,019  SI-0013            00302     9/27/2001  B. Braun Biotech
     965  SI-0014            00260     6/25/2001  B. Braun Biotech
   1,946  SI-0023            01263      07/28/04  VWR Scientific
     615  SP-0796            00796                AMERSHAM PHARMACIA BIO
   2,121  SP-1372            01372    11/11/2004  Amersham Biosciences Corp
     N/A  SR-01                                   Branson 1510
   1,533  ST-0627            00627     8/21/2003  Fisher
   1,577  TC-01              01076    10/23/2003  Labrepco
     602  TK-1000            00769
   2,180  TOC-5054           01437     3/31/2005  Ionics
     N/A  UR-MZ-48
     N/A  UR-SI-0023
     783  UV-01              00109     7/14/2000  Agilent Technologies
   1,440  UV-01              00667     5/20/2003  Agilent Technologies
     523  UV-01              00688
   1,754  UV-01              00946
     N/A  VT-01                                   Fisher Scientific
     N/A  VT-02                                   Thermolyne
     N/A  VT-03                                   Thermolyne
     N/A  VT-117
     N/A  WB-06                                   Fisher Scientific
     N/A  WB-07
     N/A  WB-LAB6-1                               FISHER SCIENTIF
     N/A  Z-0124                                  WAVE
     N/A  Z-1026
   1,658  Z-1030             01117     2/29/2004  Fisher
   1,599  Z-1041             00783    11/30/2003  Stainless Technology
   2,108  Z-1041             01406    10/31/2004  Herman Goldner Co., Inc.
   2,156  Z-1047             01386    12/28/2004  Millipore Corporation
   1,833  Z-1100D            00378     5/11/2001  B. Braun Biotech
   1,219  Z-1100G            00379     5/22/2002  B. Braun Biotech
   1,237  Z-1100H            00380     5/22/2002  B. Braun Biotech
   1,238  Z-1100I            00381     5/22/2002  B. Braun Biotech
   1,752  Z-1100J            00382
   1,001  Z-117              00273      8/3/2001  Ecogen
   2,234  Z-5056             01451     1/27/2006  Eastman Kodak Co
   1,166                     00342     3/31/2002  Amersham Biosciences
   1,319                     00424      10/29/02  VWR Scientific
   1,320                     00425      10/29/02  VWR Scientific


  FAS
SYSTEM #                             DESCRIPTION                                  LOCATION          SERIAL NUMBER
- --------  ----------------------------------------------------------------  -------------------  -------------------
                                                                                        
     931  Floor Scale                                                       WR Lab 2             0
     N/A  SCALE                                                             Lab 2                5075335-5FA
     739  Weigh Scale TR-104                                                WR Lab 8             1914148
          SCALE                                                             Lab 6                T0122875
     N/A  SCALE                                                             Lab 5A               E20782
     N/A  SCALE                                                             Lab 3                0077924
   1,019  Incubating Shaking Cabinet                                        Lab 8                308012500240
     965  Incubating Shaking Cabinet                                        Lab 8                809002500211
   1,946  Refrigerated Shaking Incubator                                    Lab 10-WR
     615  AMERSHAM PHARMACIA BIOTECH ULTROSPEC 3                            Lab 4 ROOM 132       76803
   2,121  Ultrospec 4300Pro UV/V is spectrophotometer                       Lab 7                80-2112-46
     N/A  Sonicator                                                         Lab 9                80-2112-46
   1,533  Sterilmatic steam pressure sterilizer                             Lab 6                215207
   1,577  DEMO Biometra Tgradient 96 Thermocycler                           WR LAB 9             1304242
     602  Loeb Equipment                                                    WR Lab 5             0
   2,180  Model 900 Laboratory TOC Analyzer w/Autosampler & DataGuard       Lab 9                0503-0467
     N/A  Chart Recorder for MZ-48                                          Lab 10               01022453/AS928
     N/A  Chart recorder for SI-0023                                        Lab 5                01022453/AS928
     783  Automated sipper system for 8453 for HP                           lab 109 Rm 146       10714-0013
   1,440  Peltier temp controller                                           WR Lab 9 - Room 146  CN22500124
     523  Hewlett-Packard HP8453 gen purpose UV-V                           WR LAB 9             us53400689
   1,754  Dell Direct Sales (2) DELL DIMENSIONS                             WR LAB 9             URWDH/09VQM
     N/A  Mini vortexer                                                     Lab 9                2-214214
     N/A  Mini vortexer                                                     Lab 9                871000210826
     N/A  Mini vortexer                                                     Lab 10               871960925676
     N/A  Mini vortexer                                                     Lab 1                2-375973
     N/A  Waterbath                                                         Lab 10               304N0010
     N/A  Waterbath                                                         Lab 1                408N0133
     N/A  WATERBATH                                                         Lab 6                208N0854
     N/A  TUBE FUSER                                                        Lab 5A               RW242/Ver. 2.5
     N/A  Oxygen Generator                                                  Rock Road            none
   1,658  Labscale TFF System                                               WR Lab 7             P4BN3896006
   1,599  30L Atmospheric Single Wall Tank                                  Pilot Plant 362      6072
   2,108  Fabricate cart for viral concentration                            PP Rm 362            N/A
   2,156  Labscale TFF System -115V                                         Lab 7                P4PN4076018
   1,833  Keofit Sample Valve, Biostat-see sys 95                           WR LAB 5a Room 135   01010/97, 01008/97
   1,219  C-15 Biostat Fermenter                                            WR LAB 6 Room 135B   04082/01
   1,237  C-15 Biostat Fermenter                                            WR LAB 6 Room 135B   04070/01
   1,238  C-15 Biostat Fermenter                                            WR LAB 6 Room 135B   04055/01
   1,752  B. Braun - (2) BioStat C 15L w 25mm DO                            WR LAB 6             0
   1,001  Zeiss trinocular microscope                                       Lab 6                0
   2,234  Kodak GEL Logic 100 system (Option B)                             WR Lab 9             061505-001
   1,166  Frac 950 Fraction Collector                                       Lab 2                code # 18-6083-00
   1,319  Freezer                                                           201 Witmer
   1,320  Freezer                                                           201 Witmer



                                                                     Page 4 of 6



                                                                     EXHIBIT B-1

                     WITMER ROAD PROPERTY - EXCLUDED ASSETS



  FAS         EQUIPMENT        FAS
SYSTEM #        TAG #         TAG #    ACQ DATE                 VENDOR
- --------  -----------------  -------  ----------  ---------------------------------
                                      
   1,317                     00432      10/29/02  VWR Scientific
   1,318                     00433      10/29/02  VWR Scientific
   1,443                     00670     5/30/2003  Wave Biotech
   1,346                     00710    11/12/2002  Cole-Parmer Instrument
   1,707                     01198     5/31/2004  Millipore
   1,890                     01201     4/23/2004  Amersham Biosciences Corp
   1,891                     01202     4/23/2004  Amersham Biosciences Corp
   1,893                     01205     4/23/2004  Amersham Biosciences Corp
   1,685                     01238     4/30/2004  Fisher Scientific
   2,162                     01409     1/31/2005  APV
   2,186                     01422     4/28/2005  Agilent Technologies
   2,199                     01426     5/26/2005  Amersham Biosciences Copr
   2,242                     01455     6/26/2006  BioTek
   1,094                     1094NT   12/20/2001  Workplace Environments
   1,254                     1254NT    6/30/2002  PGI
   1,264                     1264NT    7/31/2002  PGI
   1,551                     1551NT    8/31/2003  Transamerican
   1,653                     1653NT    1/31/2004  TransAmerican
   1,940                     1940NT    7/31/2004  Beckman Coulter
   1,941                     1941NT    7/31/2004  Beckman Coulter
   2,157                     2157TBD  12/31/2004  New Brunswick Scientific
     529                     529NT


     N/A                                          INVITROGEN
     N/A                                          MILLIPORE
     N/A

     N/A
     N/A                                          Fotodyne
     N/A                                          HARTMANN & BRAUN
     N/A                                          INDCO
     N/A                                          OHAUS CHAMP II
     N/A                                          CORUING
     N/A                                          MASTER FLEX
     N/A                                          CORNING
     N/A                                          LAB LINE
     N/A                                          THERMO
     N/A                                          INVITROGEN
     N/A                                          MILLIPORE


  FAS
SYSTEM #                             DESCRIPTION                                  LOCATION          SERIAL NUMBER
- --------  ----------------------------------------------------------------  -------------------  -------------------
                                                                                        
   1,317  Refrigerator                                                      201 Witmer
   1,318  Refrigerator                                                      201 Witmer
   1,443  Hot Lips Tube Sealer                                              Lab 5A               0043.0303.SLR
   1,346  Servodyne high speed, low torque mixer                            Lab 6                K02005043
   1,707  XX42PMini Pellicon 2 mini holder                                  WR Lab 3             N/A
   1,890  Akta Purifier 100-see sys 1680, 1891                              WR Lab 2
   1,891  Akta Purifier 100-see sys 1680, 1890                              WR LAB 4
   1,893  Akta Purifier 100-see sys 1681, 1892                              WR Lab 3
   1,685  Eppendorf 5810 R centrifuge w/swing buc                           Lab 4 - Rm 132       9946
   2,162  APV 1000 Lab Homogenizer                                          Lab 2                73888Outp
   2,186  1100 Refractive index detector                                    Lab 4                CN43801849
   2,199  AKTA explorer P960 sample pump                                    Lab 2 (inside #320)  0
   2,242  Precision XS Microplate Sample Processor w/ 1 +8 channel pipette  Lab 10-WR            199383
   1,094  Furniture for Business Development-now in eng trailer                                  0
   1,254  Renovation of trade booth                                                              0
   1,264  Renovation of Trade Booth                                                              0
   1,551  Modular office furniture for engineering trailer                  N/A                  N/A
   1,653  Modular Office Furniture for Engineering Trailer                  Engineering Trailer  N/A
   1,940  Upgrade of HPLC from stainless to PEEK                                                 0
   1,941  Upgrade of HPLC from stainless to PEEK                                                 0
   2,157  150L Bioreactor Skid                                                                   0
     529  Finnigan Corporation-part of asset# 522 LCQ system                                     #N/A
          Freezer                                                           201 Witmer
          Freezer                                                           201 Witmer
     N/A  ELECTROPHORESIS STATION                                           Lab 2                #N/A
     N/A  FILTER HOUSING, 50mm FLAT SHEET                                   Lab 2                #N/A
     N/A  WATER BATHS (qty 2)                                               Lab 2                #N/A
          Cuno Filter Housings (QTY 2)                                      Lab 2
     N/A  WATER BATH                                                        Lab 3                #N/A
     N/A  Camera for Gels                                                   Lab 4
     N/A  GAS ANALYZER                                                      Lab 5                #N/A
     N/A  MIXER                                                             Lab 5                #N/A
     N/A  SCALE                                                             Lab 5                #N/A
     N/A  pH METER                                                          Lab 5A               #N/A
     N/A  PUMP                                                              Lab 5A               #N/A
     N/A  HOT PLATE                                                         Lab 6                #N/A
     N/A  ROTATOR                                                           Lab 6                #N/A
     N/A  SPECTROPHOTOMETER                                                 Lab 6                #N/A
     N/A  ELECTROPHORESIS STATION                                           Lab 7                #N/A
     N/A  TFF UNIT                                                          Lab 7                #N/A



                                                                     Page 5 of 6



                                                                     EXHIBIT B-1

                     WITMER ROAD PROPERTY - EXCLUDED ASSETS



  FAS         EQUIPMENT        FAS
SYSTEM #        TAG #         TAG #    ACQ DATE                 VENDOR
- --------  -----------------  -------  ----------  ---------------------------------
                                      



  FAS
SYSTEM #                             DESCRIPTION                                  LOCATION          SERIAL NUMBER
- --------  ----------------------------------------------------------------  -------------------  -------------------
                                                                                        



Chemicals and biologicals owned by Neose including, but not limited to, all raw
materials, intermediate compounds, finished goods, and equipment stored in
warehouses, cold rooms, freezers, refrigerators, incubators, cryovats (except
for any items stored by Auxilium)

Materials subject to, or covered by, intellectual property that is owned by,
licensed to, or controlled by Neose

All equipment, materials, and supplies purchased by Neose after July 1, 2006

All IT Equipment (including, but not limited to hardware, software,
communications equipment, printers, and copiers) except for such assets
specifically identified as Included Assets on Exhibit B

Books, records and periodicals, including those on or in file cabinets, hanging
file bins, bookshelves, bookcases, and high density storage

Binders, lab notebooks, equipment logbooks, and other documentation not
specifically identified as Included Assets on Exhibit B

Back-up tapes

Drawings that are not specific to the Property or Included Assets

Contents of closets (except for janitorial supplies and cleaning equipment)

Spare parts for excluded assets

Wall hangings

Office supplies, shredder bins, and portable heaters

Preprinted documents and signs that include Neose's name, logo, or other
identifying information

Non-swivel chairs in the main conference room

Personal effects of Neose employees


                                                                     Page 6 of 6



                                                    102 WITMER ROAD, HORSHAM, PA

                                   EXHIBIT C

                               PROPERTY DOCUMENTS

The following Property Documents have been provided to Buyer:

1.   Drawings, Plans and similar documents

     1.1  American Land Title Association (ALTA) Survey dated September 5, 2003.

     1.2  HVAC plan for offices and laboratories

     1.3  Site Plan dated September 27, 2001

     1.4  Lab 5 Upgrade plan (1999)

     1.5  Pilot Plant Renovation plan (2001)

     1.6  Pilot Plant Upgrade plan (2003)

     1.7  Pilot Plant Upgrade plan (2004)

     1.8  Lab 5 Upgrade plan (2005)

2.   Permits and Approvals

     2.1  Occupancy Permit - File number 000430902

     2.2  Occupancy Permit - File number 000396011

     2.3  Occupancy Permit - File number 000392749

     2.4  Occupancy Permit - File number 264719

     2.5  Occupancy Permit - File number 299819

     2.6  Certificate of Occupancy dated September 4, 2003 - Permit number 23645

     2.7  Certificate of Occupancy dated January 31, 2002 - Permit number 22149

     2.8  Certificate of Occupancy dated September 17, 2001 - Permit number
          21868

     2.9  Certificate of Occupancy dated July 19, 2001 - Permit number 21703

     2.10 Electrical approval dated February 23, 1997

     2.11 Plumbing permit dated January 14, 1997 - Permit number 8184

     2.12 Letter from the law offices of Grim, Biehn & Thatcher dated December
          20, 2001 indicating that The Township of Horsham (the "Township") had
          granted conditional preliminary approval of Neose Technologies, Inc.'s
          ("Neose") land development plan

3.   Financial Information related to 102 Witmer Road

     3.1  Listing of insurance coverage for 102 Witmer Road

     3.2  A copy of the tax bill issued for the prior 3 years for real estate
          taxes

     3.3  Operating expense budget for 102 Witmer Road

     3.4  Complete Appraisal Self-Contained Report dated December 12, 2003

     3.5  Summary Complete Appraisal dated March 20, 1997

4.   Documents related to Land Use

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       37


                                                    102 WITMER ROAD, HORSHAM, PA

     4.1  Agreement To Accept Conditions dated January 29, 2002 by and between
          Neose and the Township (as filed)

     4.2  Easement Agreement dated January 24, 2002 by and between Neose and
          Liberty Property Limited Partnership

     4.3  Opinion and Order of June 11, 2001 of the Zoning Hearing Board of
          Horsham Township, Montgomery County, PA

     4.4  Declaration of Use Restriction Covenant dated December 11, 2001 (as
          filed)

     4.5  Agreement To Accept Conditions dated December 21, 2001 by and between
          Neose and the Township (as filed)

     4.6  Declaration of Covenants and restrictions dated March 13, 1997
          (effective March 20, 1997) by and between Neose and Pennsylvania
          Business Campus Delaware, Inc. ("PBCD")

5.   Transaction Documents related to Neose's purchase of 102 Witmer Road

     5.1  Deed dated March 20, 1997 (as filed)

     5.2  Agreement for the Purchase and Sale of Real Property dated March 14,
          1997 by and between Neose and PBCD

     5.3  Bill of Sale dated March 20, 1997

     5.4  General Assignment dated March 20, 1997 by and between Neose and PBCD

6.   Documents related to Environmental Matters

     6.1  Environmental Status Summary Memo dated July 17, 2006

     6.2  Phase I Environmental Site Audit Dated January 8, 1997

     6.3  Completed Phase I Audit questionnaire (completed for 8.2, above)

7.   Current Service Contracts related to 102 Witmer Road with the following
     vendors:

     7.1  Airgas East

     7.2  Alfa Laval

     7.3  Applied Control Engineering

     7.4  Artic Coolers

     7.5  AT Chadwick Service Company

     7.6  Brickman Group

     7.7  Dionex Corp.

     7.8  Integrated Service Solutions

     7.9  JC Ehrlich & Co

     7.10 Johnson Controls

     7.11 Neu-Ion

8.   Other documents provided directly to Buyer

     8.1  Organizational documents of Neose

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        registered trademarks of Alexandria Real
                                        Estate Equities, Inc.


                                       38



                                                    102 WITMER ROAD, HORSHAM, PA

     8.2  Commitment for Title Insurance from Lawyers Title Insurance Company

9.   Documents provided to agents or other representatives of Buyer

     9.1  Copies of July & August 2006 energy bills for Property

     9.2  Written summary of renovations to the Property

     9.3  Copy of air emissions permit issued by the PA Department of
          Environmental Protection ("PA DEP")

     9.4  PA DEP EPA number and status as a Small Quantity Generator

     9.5  Inventory of chemicals on the Property

     9.6  Chemical hygiene plan

     9.7  Radiation safety manual

     9.8  Documentation related to radiation decommissioning at the Property

     9.9  Copies of monthly reports to water authority regarding waste/effluent
          pH

     9.10 Copies of water authority permits

     9.11 Samples of waste manifest

     9.12 Current floor and site plan

     9.13 Summary of MSDS program procedures

     9.14 Neose environmental philosophy & policy document

     9.15 Names and addresses of waste haulers

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       39



                                                    102 WITMER ROAD, HORSHAM, PA

                                    EXHIBIT D
                             PROPERTY QUESTIONNAIRE

                                    Attached

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       40


Property Questionnaire               102 WITMER ROAD, HORSHAM, PA 19044 - Page 1


                                                                            FORM
                                                            LAST REVISED 12/05/0

                      ALEXANDRIA REAL ESTATE EQUITIES, INC.

                             PROPERTY QUESTIONNAIRE

Name of Property: Neose Technologies, 102 Witmer Road, Horsham. PA, 19044
                  (the "PROPERTY")

     THIS QUESTIONNAIRE SHOULD BE COMPLETED BY THE PROPERTY MANAGER OR THE MOST
     SENIOR MANAGEMENT PERSON OF THE COMPANY THAT IS FAMILIAR WITH THE DETAILS
     OF THE PROPERTY AND ITS OPERATION.

1.   Which of the following best describes the Property? (Check more than one
     box if applicable.)

     [ ]  Scientific research and development laboratory facility

     [ ]  Assembly, distribution, pilot plant, or full-scale manufacturing
          facility

     [ ]  Headquarters or administrative offices

     [ ]  Build-to-suit or retrofit project

     [ ]  Warehouse facility

     [ ]  Raw land

     [ ]  Other (please describe):

2.   How many different tenants currently lease space at the Property?

     [X]  0-5

     [ ]  6-10

     [ ]  11-15

     [ ]  More than 15

N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

           (C) All Rights Reserved -- Alexandria Real Estate Equities, Inc. 1999
                                        CONFIDENTIAL - DO NOT COPY OR DISTRIBUTE



                                     102 WITMER ROAD, HORSHAM, PA 19044 - Page 2


3.   a. Does any lease in connection with the Property provide for any rental
     payments based upon the net income or profits of the tenant(1) or that are
     contingent in any respect other than rental payments that vary (i) as a
     percentage or percentages of the tenant's gross receipts or sales, or (ii)
     because of "escalation clauses"? If yes, please explain.

     [ ] YES   [X] NO

     Explain: N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

     b. Do the terms of any lease contain "escalation clauses" other than
     standard escalation provisions requiring adjustments in the amount of rent
     due based upon changes in the consumer price index or in the costs of the
     Owner for insurance, property taxes or maintenance expenses? If yes, please
     list all such items that would potentially require any adjustment under any
     escalation clause.

     [ ] YES   [X] NO

     List: N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

     c. In connection with the lease of the Property, is any tenant entitled to
     receive any economic incentives (e.g., "free" or reduced rent, tenant
     improvement allowances, etc.)' If yes, please explain.

     [ ] YES   [X] NO

     Explain: N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

     d. Are the terms of all lease payments and formulas typical and customary
     for properties of a character and quality similar to the Property that are
     located in the same geographic market, and do these provisions conform with
     normal business practice? If no, please explain which provisions are not
     typical or customary, or do not conform with normal business practice.

     [X] YES   NO [ ]

     Explain: N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

- ----------
(1)  Responses to any questions about leases or tenants should take into
     account, where applicable, any subleases and sub-tenants.

           (C) All Rights Reserved -- Alexandria Real Estate Equities, Inc. 1999
                                        CONFIDENTIAL - DO NOT COPY OR DISTRIBUTE



                                    102 WITMER ROAD, HORSHAM, PA 19044 -  Page 3


     e. Which of the following best describes the percentage of the leases that
     are "triple net"?

     [X] ALL   [ ] MOST   [ ] SOME   [ ] NONE

     N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

4.   a. Is the percentage of the total rent attributable to personal property
     more than 15 percent of the total rent from any lease?

     [ ] YES   [ ] NO   N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

     b. Are any temperature-controlled or other specialized rooms located at the
     Property (e.g., "cold rooms", "warm rooms", or "clean rooms")? If yes,
     please list the approximate number of such items located in each unit
     and/or floor.

     [ ] YES   [ ] NO

     List: four cold rooms (three at 2-8 C, one at -20 C), entire pilot plant
     consists of clean rooms

     c. Do any of the units at the Property contain any individual air
     conditioning, heating, refrigeration, or freezer units that are owned or
     leased by the Owner, other than centralized HVAC or any specialized rooms
     described in question 4(b)? If yes, please describe.

     [ ] YES   [ ] NO

     Explain: Miscellaneous refrigerators and freezers are located in a number
     of rooms/laboratories

     d. Do any of the units at the Property contain any movable lab benches or
     tables, furniture (e.g., desks, chairs or lamps), laboratory equipment
     (e.g., microscopes, centrifuges or glassware), boilers, air compressors,
     deionizing apparatus, reverse osmosis apparatus, vacuum pumps, glassware
     washers, oven dryers, animal washers, animal caging, incinerators, or other
     significant items of specialized equipment that is owned or leased by the
     Owner? If yes, please attach a list of such items (if available).

     [ ] YES   [ ] NO   See equipment list attached

5.   a. Does any entity other than the Owner manage the Property or any portion
     of the Property (the "MANAGER")? if yes, please identify the Manager;

     [ ] YES   [ ] NO - PROPERTY IS OCCUPIED FULLY BY OWNER

           (C) All Rights Reserved -- Alexandria Real Estate Equities, Inc. 1999
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                                     102 WITMER ROAD, HORSHAM, PA 19044 - Page 4


     Name of Manager: ______________________

     b. If the answer to question 5(a) is yes, are there any arrangements
     pursuant to which the Manager refunds, rebates or otherwise provides any
     credit with respect to its fee relating to the Property? If yes, please
     explain.

     [ ] YES   [ ] NO   [ ] N/A

     Explain:

     c. Does the Owner employ any on-site personnel at the Property? If yes,
     please name such person(s) and describe their general duties.

     [ ] YES   [X] NO

     Explain: PROPERTY IS OCCUPIED FULLY BY OWNER

6.   a. Are all services provided to tenants of the Property by the Owner or the
     Manager (if applicable) typical and customary for properties of a character
     and quality similar to the Property that are located in the same geographic
     market? If no, please describe which services or arrangements are not
     typical and customary.

     [X] YES   [ ] NO

     Explain: N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

     b. Are you aware of any other services provided to tenants by any person
     hired by the Owner or the Manager that are not typical and customary for
     properties of a character and quality similar to the Property that are
     located in the same geographic market? If yes, please explain.

     [ ] YES   [X] NO

     Explain: N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

7.   a. Are there any arrangements for the Owner or the Manager to provide
     architectural, construction or engineering services to any tenant at the
     Property (e.g. "building-out" the Property as part of lease inducements)?

     [ ] YES   [X] NO   N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

           (C) All Rights Reserved -- Alexandria Real Estate Equities, Inc. 1999
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                                     102 WITMER ROAD, HORSHAM, PA 19044 - Page 5


IF THE ANSWER TO QUESTION 7(A) IS NO, PLEASE SKIP TO QUESTION 8; OTHERWISE,
PLEASE ANSWER QUESTIONS 7(B) THROUGH 7(D).

     b. Are such arrangements only provided as an inducement to the tenant to
     enter into or extend a lease?

     [ ] YES   [ ] NO

     c. Are such arrangements typical and customary for properties of a
     character and quality similar to the Property that are located in the same
     geographic market? If no, please explain which arrangements are not typical
     and customary.

     [ ] YES   [ ] NO

     Explain:

     d. Does the Owner or the Manager expect to derive any income (e.g.,
     development fees) from such arrangements? If yes, please describe.

     [ ] YES   [ ] NO

     Explain:

     e. Do any such arrangements provide for the purchase, funding, or
     installation by the Owner of any significant items of property which could
     be deemed to constitute "personal property"? If yes, please describe any
     such items of property.

     [ ] YES   [ ] NO

     Explain:

8.   a. Please check any utility services that the Owner or the Manager directly
     or indirectly plays any role in providing to tenants at the Property:

     [ ] Electric   [ ] Gas   [ ] Water   [ ] Telephone

     [X] Heat/Air cond.   [ ] Sewage   [ ] Facsimile   [ ] Cable TV

     [ ] Other: (Please list) T1 Lines

     NOTE - THE SERVICES CHECKED ABOVE ARE AVAILABLE AT THE PROPERTY, THOUGH
     OWNER MAY NOT UTILIZE ALL OF THOSE CHECKED.

     b. Are all such utility services typical and customary for properties of a
     character and quality similar to the Property that are located in the same
     geographic market? If no, please list any utility services that are not
     typical and customary,

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                                     102 WITMER ROAD, HORSHAM, PA 19044 - Page 6


     [ ] YES   [ ] NO   [ ] N/A

     List:

     c. Are tenants charged, either as a separate recoverable amount or as part
     of common area maintenance costs, for all such utility services? If no,
     please explain which services are provided at no charge and whether this is
     a typical and customar practice for properties of a quality and character
     similar to the Property that are local in the same geographic market.

     [ ] YES   [X] NO

     Explain: N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

     d. Are individual units separately metered to measure utility usage, with
     tenants charged by the Owner or the Manager, as appropriate, in proportion
     to usage? If no please briefly explain how charges for utilities are
     determined and allocated among the various tenants (e.g., pro-rata based on
     square footage, etc.).

     [ ] YES   [X] NO   [ ] N/A

     Explain:

     e. If any tenant is charged by the Owner or the Manager for any utility
     service, the tenant billed without any fee, income, profit or other markup
     over the cost? If no, please explain.

     [ ] YES   [ ] NO   [ ] N/A

     Explain: PROPERTY IS OCCUPIED FULLY BY OWNER

     f. Does the Owner or the Manager derive any income from any utility
     provider a the Property? If yes, please explain.

     [ ] YES   [X] NO   [ ] N/A

     Explain: PROPERTY IS OCCUPIED FULLY BY OWNER

     a. Are pay telephones and vending (e.g., soda, cigarette, candy, etc.) mach
     provided at the Property by the Owner, by the Manager, or by third-party
     suppliers? (Check more than one response if appropriate.)

           (C) All Rights Reserved -- Alexandria Real Estate Equities, Inc. 1999
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                                    102 WITMER ROAD, HORSHAM, PA 19044 -  Page 7


     [ ] OWNER   [ ] MANAGER   [ ] THIRD PARTY   [ ] N/A

     Explain: Third party provides vending machine currently

     b. If pay telephones or vending machines are provided or operated by a
     third-party supplier, does that person pay the Owner or the Manager any
     rent, fee, or any other amount?

     [ ] YES   [ ] NO   [ ] N/A

     c. If the answer to question 9(b) is yes, is such amount fixed or based
     upon a percentage of gross receipts? If it is not fixed or based upon a
     percentage of gross receipts, please explain.

     [ ] YES   [ ] NO   [ ] N/A

     Explain:

10.  a. Please check any of the following that describes the parking provided at
     or with respect to the Property. (Check more than one box if applicable.)

          [ ]  Open lot / no gated entry

          [ ]  Open lot / gated entry

          [ ]  Single level parking garage

          [ ]  Multi-tier parking garage

          [ ]  Specific spaces (or group of spaces) reserved or preferential
               parking for tenant(s) or their employees

          [ ]  Cashier/parking lot attendant on duty

          [ ]  Valet parking available

          [ ]  Security guard on duty

     b. Is all parking at or with respect to the Property available to tenants
     (or to their or employees or guests) without separate charge and only on an
     unreserved basis (i.e., no tenant is assigned particular space(s)), other
     than valet parking services (as described in response to question 11(c)
     below) or reserved parking for handicapped persons? If no, please explain
     the parking arrangements between the Owner and the tenants.

     [X] YES   [ ] NO

     Explain: N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

     c. Are there any attendants or are any additional related services provided
     (e.g., valet parking, security, car wash)? If yes, please describe the
     functions of such

           (C) All Rights Reserved -- Alexandria Real Estate Equities, Inc. 1999
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                                     102 WITMER ROAD, HORSHAM, PA 19044 - Page 8


     person(s) and the nature of such services (including any services indicated
     in respons to question 10(a)). In addition, please indicate whether any
     such services are typical and customary for properties of a similar
     character and quality as the Property that are located in the same
     geographic market.

     [ ] YES   [ ] NO

     Explain:

     d. For those persons who pay to park at the Property (including in
     connection with any valet parking services), please indicate the period of
     time, if any, for which their parking privileges are generally valid (e.g.,
     hourly, daily, monthly, etc.).

     Duration: N/A

     e. Is there a person or entity (an "Operator") that either operates the
     parking facilities or provides related services (e.g., valet services)? If
     yes, please identify the Operator and attach any separate agreement
     evidencing those arrangements.

     [ ] YES   [ ] NO

     Operator(s): ___________________

IF THE ANSWER TO QUESTION 10(E) IS NO, PLEASE SKIP TO QUESTION 11; OTHERWISE,
PLEASE ANSWER QUESTIONS 10(F) THROUGH 10(H).

     f. Please briefly explain the manner in which each Operator is compensated
     for it role in providing parking (e.g., fixed fee, percentage of gross
     parking revenues, etc.).

     Explain:

     g. Does either of the Owner or the Manager bear any portion of any
     Operator's costs or expenses? If yes, please explain the arrangement.

     [ ] YES   [ ] NO   [ ] N/A

     Explain:

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                                     102 WITMER ROAD, HORSHAM, PA 19044 - Page 9


     h. Does either of the Owner or the Manager derive any income from the Opera
     from any parking charges? If yes, please explain.

     [ ] YES   [ ] NO   [ ] N/A

     Explain:

11.  Does the Owner or the Manager directly or indirectly play any role in
     providing security services to individual tenants? Answer no if the only
     involvement of these entities in providing security services is with
     respect to the Property as a whole or its common areas, and not for
     individual units or tenants.

     [ ] YES   [X] NO   [ ] PROPERTY IS OCCUPIED FULLY BY OWNER

12.  a. Does the Owner or the Manager directly or indirectly play any role in
     providing janitorial services to individual tenants? Answer no if the only
     involvement these entities in providing janitorial services is with respect
     to the Property as a whole its common areas, and not for individual units
     or tenants.

     [ ] YES   [X] NO   [ ] PROPERTY IS OCCUPIED FULLY BY OWNER

     IF THE ANSWER TO QUESTION 12(a) IS NO, PLEASE SKIP TO QUESTION 13;
     OTHERWISE, PLEASE ANSWER QUESTIONS 12(b) THROUGH 12(d).

     b. Is the provision of such service typical and customary for properties of
     a character and quality similar to the Property that are located in the
     same geographic market? If no, please explain.

     [ ] YES   [ ] NO

     Explain:

     c. Does the Owner or the Manager bear any portion of the cost or expense of
     providing janitorial services to tenants? If yes, please explain.

     [ ] YES   [ ] NO

     Explain:

           (C) All Rights Reserved -- Alexandria Real Estate Equities, Inc. 1999
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                                    102 WITMER ROAD, HORSHAM, PA 19044 - Page 10


     d. Does the Owner or the Manager derive any income in connection with the
     janitorial services provided to tenants? If yes, please explain.

     [ ] YES   [ ] NO

     Explain:

     e. Are tenants directly or indirectly charged for any janitorial services
     provided at the Property? If yes, please briefly explain the manner in
     which these charges are determined (e.g., pro-rata based on relative square
     footage).

     [ ] YES   [ ] NO

     Explain:

13.  a. Is the actual maintenance of the Property's common areas performed by
     employees of the Owner, the Manager, or an unrelated third-party? (Check
     more than one response if appropriate.)

     [ ] OWNER   [ ] MANAGER   [ ] THIRD-PARTY

     NO COMMON AREA, PROPERTY IS OCCUPIED FULLY BY OWNER

     b. Does the Owner or the Manager bear any portion of the cost of common
     area maintenance? If yes, please explain.

     [ ] YES   [X] NO

     Explain: N/A - NO COMMON AREA, PROPERTY IS OCCUPIED FULLY BY OWNER

     c. Are tenants charged for common area maintenance? If yes, please explain
     the manner in which these charges are determined (e.g., pro-rata based on
     relative square footage).

     [ ] YES   [X] NO   N/A - NO COMMON AREA, PROPERTY IS OCCUPIED FULLY BY
     OWNER

     d. Are the services and arrangements with respect to the Property's common
     area maintenance typical and customary for properties of a character and
     quality similar to the Property that are located in the same geographic
     market? If no, please explain.

     [X] YES   [ ] NO

     Explain: N/A - NO COMMON AREA, PROPERTY IS OCCUPIED FULLY BY OWNER

           (C) All Rights Reserved -- Alexandria Real Estate Equities, Inc. 1999
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                                    102 WITMER ROAD, HORSHAM, PA 19044 - Page 11


14.  Are any tenants charged by the Owner or the Manager any fee or other amount
     that is not typically and customarily charged in connection with the rental
     of properties of a character and quality similar to the Property in the
     same geographic market?(2) If yes, please explain.

     [ ] YES   [X] NO   [ ] N/A

     Explain: PROPERTY IS OCCUPIED FULLY BY OWNER

15.  a. Does the Owner or the Manager render any services to any tenant (or to
     employees of any tenant) other than as disclosed above in this
     questionnaire (e.g., glassware cleaning, electron microscopy, animal care
     or storage, information services (e.g., Internet or LAN connections),
     telecommunication services (e.g., voice mail), day care, babysitters, food
     services, etc.)?

     [ ] YES   [X] NO

     Explain: N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

     b. Are all of the services described in the response to question 15(a)
     above typical and customary for properties of a character and quality
     similar to the Property that are located in the same geographic market? If
     no, please describe which services or amenities are not typical and
     customary.

     [X] YES   [ ] NO   [ ] N/A

     Explain: PROPERTY IS OCCUPIED FULLY BY OWNER

     c. Does the Owner or the Manager directly or indirectly derive any income,
     bear a costs or expenses, or employ any persons in connection with any
     atypical or non-customary services indicated in the response to question
     15(b) above? If yes, please explain.

     [ ] YES   [X] NO   [ ] N/A

     Explain: N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

- ----------
(2)  Typical and customary fees might include, in some markets, late payment
     fees, subleasing fees, application fees, credit check fees, release fees,
     etc.

           (C) All Rights Reserved -- Alexandria Real Estate Equities, Inc. 1999
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                                    102 WITMER ROAD, HORSHAM, PA 19044 - Page 12


16.  Is any space at the Property leased to any non-commercial tenants (i.e.,
     residential tenants)?

     [ ] YES   [ ] NO

17.  a. Are any services rendered to any tenant by third-party suppliers hired
     by the Owner or the Manager, other than as previously disclosed in this
     questionnaire?

     [ ] YES   [X] NO   N/A - PROPERTY IS OCCUPIED FULLY BY OWNER

     b. if the answer to question 17(a) above is yes, are all of those services
     typical an customary for properties of a character and quality similar to
     the Property that are located in the same geographic market? If not, please
     describe which services are not typical and customary.

     [ ] YES   [ ] NO   [ ] N/A

     Explain: PROPERTY IS OCCUPIED FULLY BY OWNER

     Does any of the Owner, an Affiliate or the Manager share in any income or
     compensation received by any third-party service provider with respect to
     the rendering of services to any tenant, other than as previously disclosed
     in this questionnaire? If yes, please explain the arrangements.

     [ ] YES   [X] NO   [ ] N/A

     Explain: PROPERTY IS OCCUPIED FULLY BY OWNER

18.  Does the Company or the Manager engage in any revenue-generating activities
     in connection with the Property not mentioned previously in this
     questionnaire (other than the rental of real property or the investment of
     excess cash)?

     [ ] YES   [ ] NO

     Explain:

19.  a. Does the Owner separately lease any storage space at the Property?

     [ ] YES   [ ] NO

           (C) All Rights Reserved -- Alexandria Real Estate Equities, Inc. 1999
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                                    102 WITMER ROAD, HORSHAM, PA 19044 - Page 13


b. if the answer to question 19(a) is yes, is such storage space a temperature-
controlled or other specialized room described in question 4(b) (e.g., freezer
warehouse)?

[ ] YES   [ ] NO

Explain:


                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


              , 200
- --------------     -                    ----------------------------------------
                                        Signature

                                        SEE ATTACHED. PREPARED
                                        BY JIM WHITE & REVIEWED
                                        BY LARRY DIAMOND
                                        7/25/06

           (C) All Rights Reserved -- Alexandria Real Estate Equities, Inc. 1999
                                        CONFIDENTIAL - DO NOT COPY OR DISTRIBUTE



                      ALEXANDRIA REAL ESTATE EQUITIES, INC.

                           NEW PROPERTY REPORTING FORM

Property Name: Neose Technologies, 102 Witmer Road, Horsham, PA
Address: 102 Witmer Road, Horsham, PA 19044
Property Type (i.e., industrial, retail, office, warehouse, etc.): office/lab
Owned or Leased: Owned
Operational Activities of Tenants: LAB & MANUFACTURING

BUILDING DESCRIPTION & CONSTRUCTION (SUBMIT SEPARATE SHEETS FOR EACH BUILDING)

                                              
Building Construction:       CMU/steel on slab
Roof Construction:           Membrane
Number of Buildings:         1                   Land Area:                       4.1 acres
Stories Above Grade:         1                   Building Square Feet (gross):    50,000
Stories Below Grade:         0                   Building Square Feet (rentable): 50,000
Year Built / Refurbished:    approx. 1975        Parking Square Feet:             NOT CALCULATED
Date Acquired:               9/06                No. of Parking Spaces:           109
Date of Seismic Upgrade:     N/A                 No. of Elevators/Escalators:     0
Boiler / Machinery Exposure: ___________________________________________________________________



LIFE SAFETY & SECURITY

Percent of Building Sprinklered: 100%            Smoke Detection: Yes
Central Alarm:                   Yes             Fire Detection:  Yes
Fire / Life Safety System Notes: All up to code. Fire Department pre-planning
                                 visits complete.
Security Provisions Access controlled 24/7/365, key card access or access
                    through reception/receiving c Burglary system detects door
                    break, glass breaks, specific door openings during armed
                    Strategically located alarm 'panic button' also in place.

VALUES

Building:   ___ )
Contents:   $-- ) T.B.D.
Rent:       $-- )
Total:      $-- )

Submitted by:

Name:                                   Date:
      -------------------------------         ----------------------------------
Title:
       ------------------------------
       SEE ATTACHED. PREPARED BY
       JIM WHITE & REVIEWED
       BY LARRY DIAMOND
       7/25/06


                                                                          Page 1


                                                    102 WITMER ROAD, HORSHAM, PA

                                    EXHIBIT E
                             SURVEYOR'S CERTIFICATE

To: ARE-PA REGION NO. 6, LLC, a Delaware limited liability company, its
    successors and assigns, and Chicago Title Insurance Company.

This is to certify that this map or plat and the survey on which it is based
were made on the date shown below of the premises described in Chicago Title
Insurance Company's title commitment dated as of June 1, 2006, issued under
Order No. 810600251, (i) in accordance with the "Minimum Standard Detail
Requirements for ALTA/ACSM Land Title Surveys," jointly established and adopted
by ALTA and NSPS in 2005, as defined therein, and includes Items 2, 3, 4, 6,
7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16, 17 and 18 of Table A thereof.
Pursuant to the Accuracy Standards for ALTA/ACSM Land Title Surveys as adopted
by ALTA and NSPS and in effect on the date of this certification, the
undersigned further certifies that in my professional opinion as a land surveyor
registered in the Commonwealth of Pennsylvania, the Relative Positional Accuracy
of this survey does not exceed that which is specified therein. This survey was
also made in accordance with the Commonwealth of Pennsylvania Minimum Standards
of Practice for Land Surveyors.

The subject property contains _______________ square feet or _______________
acres, is located in a zoning district classification of _______________, and
contains _______________ regular parking spaces and _______________ handicapped
parking spaces, totaling _______________ regular and handicapped parking spaces.

The survey correctly shows the zone designation of any area shown as being
within a Special Flood Hazard Area according to current Federal Emergency
Management Agency Maps which make up a part of the National Flood Insurance
Administration Report; Community No. _______________, Panel No._______________
dated _______________ ___, 2006.

The subject property has ingress and egress to and from _______________ which is
a paved, public right-of-way.

The street address of the subject property is 102 Witmer Road, Horsham,
Pennsylvania.

[Surveyor's Name]


By                                      Date:
   ----------------------------------         ----------------------------------
           Registered Land Surveyor No.
   -------                              ------------

Date of Survey:
                       --------------
Date of Last Revision:
                       --------------

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       41



                                                    102 WITMER ROAD, HORSHAM, PA

                                    EXHIBIT F
                                      DEED

PREPARED BY:

DIANA LIU, ESQUIRE
WOLF, BLOCK, SCHORR AND SOLIS-COHEN, LLP
1650 ARCH STREET, 22ND FLOOR
PHILADELPHIA, PA 19103

RECORD AND RETURN TO:

KEVIN L. SHEPHERD, ESQUIRE
VENABLE LLP
SUITE 1800, TWO HOPKINS PLAZA
BALTIMORE, MD 21201-2978

TAX PARCEL NO. _______________

                                      DEED

     THIS INDENTURE made this _______________ day of September, 2006, between
NEOSE TECHNOLOGIES, INC., a Delaware corporation ("GRANTOR"), and ARE-PA REGION
NO. 6, LLC, a Delaware limited liability company ("GRANTEE").

     WITNESSETH, GRANTOR, for and in consideration of the sum of Twenty-One
Million Fifty Thousand Dollars ($21,050,000) lawful money of the United States,
unto Grantor well and truly paid by GRANTEE, at and before the sealing and
delivery of these presents, the receipt whereof is hereby acknowledged, has
conveyed, granted, bargained, sold, released, and confirmed, and by these
presents does convey, grant, bargain, sell, release, and confirm unto GRANTEE,
its successors and assigns:

     ALL THAT CERTAIN lot or piece of ground described on Schedule A attached
hereto.

     BEING THE SAME premises that the Pennsylvania Business Campus Delaware,
Inc., a Delaware corporation, by Deed dated March 20, 1997, and recorded March
25, 1997 in the Office for the Recording of Deeds, in and for the County of
Montgomery, Commonwealth of Pennsylvania in Deed Book 5180 page 1582, granted
and conveyed unto Grantor, in fee.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       42



                                                    102 WITMER ROAD, HORSHAM, PA

     TOGETHER with all and singular the buildings, improvements, streets,
alleys, passages, ways, waters, water-courses, rights, liberties, privileges,
hereditaments, and appurtenances whatsoever thereunto belonging, or in any wise
appertaining, and the reversions and remainders, rents, issues, and profits
thereof; and all the estate, right, title, interest, property, claim, and demand
whatsoever, of GRANTOR, in law, equity, or otherwise, of, in, and to the same.

     TO HAVE AND TO HOLD the said lot or piece of ground above described, with
the buildings and improvements thereon erected, hereditaments, and premises
hereby granted, or mentioned and intended so to be, with the appurtenances unto
GRANTEE, its successors and assigns, to and for the only proper use and behoof
of GRANTEE, its successors and assigns, forever.

     AND GRANTOR, for itself and its successors and assigns, does by these
presents, covenant, grant, and agree, to and with GRANTEE, its successors and
assigns, that Grantor and its successors and assigns, all and singular the
hereditaments and premises herein above described and granted, or mentioned and
intended so to be, with the appurtenances, unto GRANTEE, its successors and
assigns, against Grantor, its successors and assigns, and against all and every
other person or persons whomsoever lawfully claiming or to claim the same or any
part thereof, by, from, or under it, them, or any of them, shall and will
WARRANT and forever DEFEND.

     IN WITNESS WHEREOF, GRANTOR has executed this Deed as a sealed instrument
the day and year first above written.

                                        NEOSE TECHNOLOGIES, INC.,
                                        a Delaware corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------

COMMONWEALTH OF   :
                  : SS.
COUNTY OF         :

     ON THIS, the _______________ day of _______________, 2006, before me, the
undersigned officer, a Notary Public, personally appeared _______________, who
acknowledged himself/herself to be the _______________ of Neose Technologies,
Inc., a Delaware corporation, and further acknowledged that he/she, as such
Officer and being authorized to do so, executed the foregoing instrument as the
act and deed of the corporation for the purposes therein contained by signing
the name of the corporation by himself/herself as such Officer.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       43



                                                    102 WITMER ROAD, HORSHAM, PA

IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                        ----------------------------------------
                                                      Notary Public

                   The address of the within-named Grantee is:

                            ARE-PA REGION NO. 6, LLC
                   C/O ALEXANDRIA REAL ESTATE EQUITIES, INC.
                        385 E. COLORADO BLVD., SUITE 299
                           PASADENA, CALIFORNIA 91101
                         ATTENTION: CORPORATE SECRETARY
                               RE: 102 WITMER ROAD



                                        ----------------------------------------
                                                On Behalf of the Grantee

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       44


                                                    102 WITMER ROAD, HORSHAM, PA

                                   SCHEDULE A

Metes and Bounds description of Unit 30, Block 60A, APN # 36-00-11954-016, lands
now or formerly Neose Technologies, Inc., Horsham Township, Montgomery County,
Commonwealth of Pennsylvania as described on the ALTA/ACSM Land Title Survey
prepared by Control Point Associates, Inc., dated August 8, 2006, File No.
CP97002.02 as follows:

BEGINNING at a concrete monument along the Northeasterly legal right-of-way of
Witmer Road (a.k.a. T-405, 60.00 feet wide right-of-way), at its intersection
with the dividing line between Unit 30, Block 60A, APN #36-00-11954-016, Lands
now or formerly Neose Technologies, Inc., and Unit 1, Block 60A, APN
#36-00-11954-025, Lands now or formerly Liberty Property Limited Partnership,
and from said point of beginning running, thence;

1. along the northeasterly legal right-of-way line of Witmer Road, North 23
degrees 42 minutes 10 seconds West, a distance of 376.11 feet to a point,
thence;

2. along the dividing line between Unit 30, Block 60A, APN # 36-00-11954-016,
and Unit 29, Block 60A, APN # 36-00-11954-007, Lands now or formerly Liberty
Property Limited Partnership, North 44 degrees 49 minutes 22 seconds East, a
distance of 428.99 feet to a railroad spike, thence;

3. along the dividing line between Unit 30, Block 60A, APN # 36-00-11954-016 and
Unit 22, Block 60A, APN # 36-00-10235-052, Lands now or formerly Liberty
Property Limited Partnership, South 45 degrees 10 minutes 38 seconds East, a
distance of 350.00 feet to a concrete monument;

4. along the dividing line between Unit 30, Block 60A, APN #36-00-11954-016 and
Unit 1, Block 60A, APN # 35-00-11954-025, South 44 degrees 49 minutes 22 seconds
West, a distance of 566.68 feet to a concrete monument on the northeasterly
legal right-of-way of Witmer Road and the point and place of beginning.

Containing 174,242 square feet or 4.000 acres, more or less.

TOGETHER WITH easements as set forth in Easement Agreement between Liberty
Property Limited Partnership, a Pennsylvania limited partnership and Neose
Technologies, Inc., a Delaware corporation, dated January 24, 2002 and recorded
January 30, 2002 in the Office of the Recorder of Deeds in and for the County of
Montgomery, Pennsylvania in Deed Book 5393 at Page 2346.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       45



                                                    102 WITMER ROAD, HORSHAM, PA

                                    EXHIBIT G
                              SELLER'S CERTIFICATE

     The undersigned hereby certifies to ARE-PA REGION NO. 6, LLC, a Delaware
limited liability company ("BUYER") that, as of the date hereof:

1.   all of the representations, covenants and warranties of Neose Technologies,
     Inc., a Delaware corporation ("SELLER"), made in or pursuant to that
     certain Purchase and Sale Agreement and Joint Escrow Instructions dated as
     of September __, 2006 (the "AGREEMENT"), between Seller and Buyer are true,
     accurate, correct and complete;

2.   all conditions to the Closing (as such term is defined in the Agreement)
     that Seller was to satisfy or perform have been satisfied and performed;
     and

3.   all conditions to the Closing that Buyer was to perform have been satisfied
     and performed.

Dated September ___, 2006               Neose Technologies, Inc., a
                                        Delaware corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       46



                                                    102 WITMER ROAD, HORSHAM, PA

                                    EXHIBIT H
                              NON-FOREIGN AFFIDAVIT

1.   Section 1445 of the Internal Revenue Code of 1986, as amended (the "CODE"),
     provides that a transferee of a United States real property interest must
     withhold tax if the transferor is a foreign person.

2.   In order to inform ARE-PA REGION NO. 6, LLC, a Delaware limited liability
     company, and its nominees, designees and assigns (collectively,
     "TRANSFEREE"), that withholding of tax is not required upon the disposition
     by Neose Technologies, Inc., a Delaware corporation ("TRANSFEROR"), of the
     United States real property more particularly described on Exhibit A
     attached hereto and incorporated herein by reference (the "PROPERTY"), the
     undersigned Transferor certifies and declares by means of this
     certification, the following:

     a.   Transferor is not a foreign person, foreign corporation, foreign
          partnership, foreign trust or foreign estate (as such terms are
          defined in the Code and the Income Tax Regulations).

     b.   Transferor's federal taxpayer identification number is: 13-3549286.

     c.   Transferor's address is: 102 Witmer Road
                                   Horsham Pennsylvania 19044

     3.   Transferor understands that this certification may be disclosed to the
          Internal Revenue Service by Transferee and that any false statement
          contained in this certification may be punished by fine, imprisonment
          or both.

     Under penalties of perjury, Transferor declares that it has carefully
examined this certification and it is true, correct and complete.

     Executed this _________ day of September, 2006 at ________________________.

TRANSFEROR:                             NEOSE TECHNOLOGIES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Its:
                                             -----------------------------------

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       47


                                                    102 WITMER ROAD, HORSHAM, PA

                                    EXHIBIT A
                                LEGAL DESCRIPTION

Metes and Bounds description of Unit 30, Block 60A, APN # 36-00-11954-016, lands
now or formerly Neose Technologies, Inc., Horsham Township, Montgomery County,
Commonwealth of Pennsylvania as described on the ALTA/ACSM Land Title Survey
prepared by Control Point Associates, Inc., dated August 8, 2006, File No.
CP97002.02 as follows:

BEGINNING at a concrete monument along the Northeasterly legal right-of-way of
Witmer Road (a.k.a. T-405, 60.00 feet wide right-of-way), at its intersection
with the dividing line between Unit 30, Block 60A, APN #36-00-11954-016, Lands
now or formerly Neose Technologies, Inc., and Unit 1, Block 60A, APN
#36-00-11954-025, Lands now or formerly Liberty Property Limited Partnership,
and from said point of beginning running, thence;

1. along the northeasterly legal right-of-way line of Witmer Road, North 23
degrees 42 minutes 10 seconds West, a distance of 376.11 feet to a point,
thence;

2. along the dividing line between Unit 30, Block 60A, APN # 36-00-11954-016,
and Unit 29, Block 60A, APN # 36-00-11954-007, Lands now or formerly Liberty
Property Limited Partnership, North 44 degrees 49 minutes 22 seconds East, a
distance of 428.99 feet to a railroad spike, thence;

3. along the dividing line between Unit 30, Block 60A, APN # 36-00-11954-016 and
Unit 22, Block 60A, APN # 36-00-10235-052, Lands now or formerly Liberty
Property Limited Partnership, South 45 degrees 10 minutes 38 seconds East, a
distance of 350.00 feet to a concrete monument;

4. along the dividing line between Unit 30, Block 60A, APN #36-00-11954-016 and
Unit 1, Block 60A, APN # 35-00-11954-025, South 44 degrees 49 minutes 22 seconds
West, a distance of 566.68 feet to a concrete monument on the northeasterly
legal right-of-way of Witmer Road and the point and place of beginning.

Containing 174,242 square feet or 4.000 acres, more or less.

TOGETHER WITH easements as set forth in Easement Agreement between Liberty
Property Limited Partnership, a Pennsylvania limited partnership and Neose
Technologies, Inc., a Delaware corporation, dated January 24, 2002 and recorded
January 30, 2002 in the Office of the Recorder of Deeds in and for the County of
Montgomery, Pennsylvania in Deed Book 5393 at Page 2346.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       48



                                                    102 WITMER ROAD, HORSHAM, PA

                                    EXHIBIT I
                           BILL OF SALE AND ASSIGNMENT

     THIS BILL OF SALE AND ASSIGNMENT ("BILL OF SALE") is made as of September
_______________, 2006, by NEOSE TECHNOLOGIES, INC., a Delaware corporation
("SELLER"), to ARE-PA REGION NO. 6, LLC, a Delaware limited liability company
("BUYER").

                                    RECITALS

     A. Seller is the owner of that certain real property known as 102 Witmer
Road, Horsham, Pennsylvania 19044 (the "REAL PROPERTY").

     B. Buyer and Seller have entered into that certain Purchase and Sale
Agreement and Joint Escrow Instructions dated as of September __, 2006 (the
"PURCHASE AGREEMENT"), with respect to, among other things, the acquisition of
the "PERSONAL PROPERTY" and the "INTANGIBLE PROPERTY," and certain other
property.

     C. The Purchase Agreement requires Seller to convey all of Seller's right,
title and interest in, to and under the Personal Property and the Intangible
Property to Buyer.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller hereby agrees as follows:

1.   Unless the context otherwise requires, all capitalized terms used but not
     otherwise defined herein shall have the respective meanings provided
     therefor in the Purchase Agreement.

2.   Seller does hereby unconditionally, absolutely, and irrevocably grant,
     bargain, sell, transfer, assign convey, set over and deliver unto Buyer all
     of Seller's right, title and interest in and to:

     A.   Personal Property; and

     B.   Intangible Property and, together with the Personal Property, the
          "PROPERTY."

3.   Seller represents and warrants that its title to the Property is free and
     clear of all liens, mortgages, pledges, security interests, prior
     assignments, encumbrances and claims of any nature other than the Permitted
     Exceptions. Auxilium Pharmaceuticals, Inc., a Delaware corporation, shall
     be an intended third party beneficiary of the provisions of this Section 3
     of this Bill of Sale and shall have the right to enforce the provisions of
     this Section 3 as fully as Buyer.

4.   Seller hereby agrees to indemnify, protect, defend and hold Buyer harmless
     from and against any and all claims, losses, damages, costs and expenses
     (including, without limitation, reasonable attorney's fees and
     disbursements) incurred or suffered by Buyer in

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       49



                                                    102 WITMER ROAD, HORSHAM, PA

     connection with the Property and arising prior to the Closing. Buyer hereby
     agrees to indemnify, protect, defend and hold Seller harmless from and
     against any and all claims, losses, damages, costs and expenses (including,
     without limitation, reasonable attorney's fees and disbursements) incurred
     or suffered by Seller in connection with the Property and arising on or
     after the Closing.

5.   This Bill of Sale shall be binding upon and inure to the benefit of the
     parties hereto and their respective successors and assigns.

6.   This Bill of Sale and the legal relations of the parties hereto shall be
     governed by and construed and enforced in accordance with the laws of the
     Commonwealth of Pennsylvania, without regard to its principles of conflicts
     of law.

                            [SIGNATURES ON NEXT PAGE]

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       50



                                                    102 WITMER ROAD, HORSHAM, PA

     IN WITNESS WHEREOF, this Bill of Sale was made and executed as of the date
first above written.

SELLER:                                 NEOSE TECHNOLOGIES, INC.,
                                        a Delaware corporation


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       51


                                                    102 WITMER ROAD, HORSHAM, PA

                                   EXHIBIT J
                             FORM OF CC&R ESTOPPEL

Re: 102 Witmer Road
    Horsham Township, Pennsylvania

                        DECLARATION ESTOPPEL CERTIFICATE

     THIS DECLARATION ESTOPPEL CERTIFICATE ("THIS CERTIFICATE") has been
executed this _________ day of September, 2006, by LIBERTY PROPERTY LIMITED
PARTNERSHIP, a Pennsylvania limited partnership (the "DECLARANT"), to and for
the benefit of ARE-PA REGION NO. 6, LLC, a Delaware limited liability company
("ARE-PA"). ARE-PA and its successors and assigns are collectively referred to
as "BENEFICIARY".

                                   RECITALS:

     A. Beneficiary has now or will soon hereafter acquire fee simple title to
the above-referenced property situate and lying in Horsham Township, Montgomery
County, Pennsylvania (the "PROPERTY"). The current owner of the Property is
Neose Technologies, Inc., a Delaware corporation ("CURRENT OWNER").

     B. Reference is made to (1) the Declaration of Covenants, Conditions, and
Restrictions by The Prudential Insurance Company of America, as the original
"Declarant" thereunder, dated February 28, 1983 and recorded among the Land
Records of Montgomery County, Pennsylvania (the "LAND RECORDS") in Book 4702,
Page 1770, as amended by that certain (a) First Amendment to Declaration of
Covenants, Conditions and Restrictions dated February 12, 1992 and recorded
among the Land Records in Deed Book 5103, Page 2212, and subsequently
re-recorded in Deed Book 5109, Page 1579, (b) Second Amendment to Declaration of
Covenants, Conditions and Restrictions and First Amendment to Assignment of
Easement dated January 17, 1995 and recorded among the Land Records in Deed Book
5103, Page 2224, and subsequently re-recorded in Deed Book 5109, Page 1586, and
(c) Third Amendment to Declaration of Covenants, Conditions and Restrictions
dated February 18, 2000 and recorded among the Land Records in Deed Book 5310,
Page 0904 (collectively, the "PRUDENTIAL DECLARATION"), and (2) the Declaration
of Covenants and Restrictions by and between Pennsylvania Business Campus
Delaware, Inc., as the original "Approving Agent" thereunder ("PBCD"), and the
Current Owner, dated March 13, 1997 and recorded among the Land Records in Deed
Book 5180, Page 1587 (the "PBCD DECLARATION")(the Prudential Declaration and the
PBCD Declaration hereinafter sometimes collectively referred to as the
"DECLARATIONS").

     C. As of the date of this Certificate, Declarant is (1) the "Declarant"
under the Prudential Declaration and (2) the "Approving Agent" under the PBCD
Declaration.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary
                                        - Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       52



                                                    102 WITMER ROAD, HORSHAM, PA

     D. Beneficiary has requested and Declarant has agreed to deliver this
Certificate with respect to certain matters covered under the Declarations.

     In consideration of the recitals set forth above, Declarant hereby
represents, warrants and certifies to Beneficiary, and otherwise consents and
approves, the following:

     1. Declarations.

          (A). Prudential Declaration.

               (1) Declarant. As of the date hereof, Declarant is the
          "Declarant" under the Prudential Declaration with the rights,
          privileges and responsibilities granted the "Declarant" thereunder. As
          of the date hereof, Declarant owns more than 60% of the Property (as
          defined in the Prudential Declaration).

               (2) Full Force and Effect; No Defaults. The Prudential
          Declaration is currently in full force and effect and has not been
          further amended, supplemented or revised. Declarant hereby confirms
          and certifies to Beneficiary that, to the best of Declarant's actual
          knowledge, without independent investigation, the Property and the
          current Owner are not in default under the Prudential Declaration.

               (3) Assessments. As of the date hereof, all assessments,
          penalties and other payments due under the Declaration with respect to
          the Property, if any (including any allocable maintenance costs and
          expenses with respect to the "Easement Area" (as defined in Section 7
          of the Prudential Declaration)) have been paid, and there are no sums
          due and payable with respect to the Property. With respect to the
          "Easement Area", the Property has previously been assessed
          $______________________________ monthly/quarterly/annually, and
          assessments from and after the date hereof are estimated to be
          $_____________________________ on a monthly/quarterly/annual basis.

               (4) Improvements. To the best of Declarant's actual knowledge,
          without independent investigation, all improvements located upon the
          Property as of the date hereof have been constructed in accordance
          with, and are otherwise not in violation of, the terms, conditions,
          provisions and requirements of the Prudential Declaration (including,
          but not limited to, Sections 2 and 3 thereof).

          (B). PBCD Declaration.

               (1) Declarant. As of the date hereof, Declarant is the "Approving
          Agent" under the PBCD Declaration with the rights, privileges and
          responsibilities granted the "Approving Agent" thereunder.

               (2) Full Force and Effect; No Defaults. The PBCD Declaration is
          currently in full force and effect and has not been further amended,
          supplemented or revised.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       53



                                                    102 WITMER ROAD, HORSHAM, PA

          Declarant hereby confirms and certifies to Beneficiary that, to the
          best of Declarant's actual knowledge, without independent
          investigation, the Property and the Current Owner are not in default
          under the PBCD Declaration.

               (3) Assessments. To the best of Declarant's actual knowledge,
          without independent investigation, as of the date hereof, all
          assessments, penalties and other payments due under the PBCD
          Declaration with respect to the Property, if any, have been paid, and
          there are no sums due and payable with respect to the Property.

               (4) Improvements. To the best of Declarant's actual knowledge,
          without independent investigation, all improvements located upon the
          Property as of the date hereof have been constructed in accordance
          with, and are otherwise not in violation of, the terms, conditions,
          provisions and requirements of the PBCD Declaration (including, but
          not limited to, Section 2 thereof).

     2. Notice. Effective upon Beneficiary's acquisition of the Property, (a)
Beneficiary will be entitled to all voting and other benefits under the
Declarations with respect to the Property, if any; and (b) all notices, demands,
or other written communication delivered by Declarant under the Declarations or
any other instrument applicable thereto, shall be delivered to Beneficiary in
the manner set forth therein, as applicable, to the following address (or such
other or further addresses as Beneficiary may hereafter designate in writing):

                         ARE-PA Region No. 6, LLC
                         c/o Alexandria Real Estate Equities, Inc.
                         385 E. Colorado Blvd., Suite 299
                         Pasadena, California 91101
                         Attention: Corporate Secretary
                         Re: 102 Witmer Road

     3. Statement of Authority. The person(s) executing this Certificate on
behalf of Declarant has the power and authority to execute and deliver this
Certificate on behalf of Declarant.

     4. Reliance. Declarant hereby acknowledges and agrees that Beneficiary has
the right to rely and will rely on this Certificate, and the certifications and
statements by Declarant herein, in connection with Beneficiary's acquisition of
the Property.

     5. Successors and Assigns. This Certificate shall be binding on Declarant
and Declarant's successors and assigns, and shall inure to the benefit of
Beneficiary.

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary
                                        - Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       54



                                                    102 WITMER ROAD, HORSHAM, PA

     IN WITNESS WHEREOF, this Certificate has been executed as of (but not
necessarily on) the date and year first above written.

WITNESS:                                DECLARANT:

                                        LIBERTY PROPERTY LIMITED PARTNERSHIP,
                                        a Pennsylvania limited partnership


                                        By: Liberty Property Trust,
                                            Its Sole General Partner


                                        By:
- -------------------------------------       --------------------------------
                                        Name:
                                              ------------------------------
                                        Title:
                                               -----------------------------

                 (ALEXANDRIA(R) LOGO)   Copyright (C) 2006, Alexandria Real
                                        Estate Equities, Inc. ALL RIGHTS
                                        RESERVED. Confidential and Proprietary -
                                        Do Not Copy or Distribute. Alexandria
                                        and the Alexandria Logo are registered
                                        trademarks of Alexandria Real Estate
                                        Equities, Inc.


                                       55


                                                                 102 Witmer Road

                                                                          
1  AGREEMENT TO PURCHASE AND SELL ........................................     2

2  PURCHASE PRICE ........................................................     2
   2.1    Deposit ........................................................     2
   2.2    Balance ........................................................     3

3  DUE DILIGENCE .........................................................     3
   3.1    Property Documents .............................................     3
   3.2    Investigations .................................................     3
   3.3    Tenants ........................................................     3
   3.4    CC&Rs ..........................................................     4
   3.5    Property Questionnaire .........................................     4
   3.6    Termination Right ..............................................     4
   3.7    Insurance ......................................................     4
   3.8    Indemnity and Repair ...........................................     5
   3.9    Title ..........................................................     5
          3.9.1  Deliveries by Seller ....................................     5
          3.9.2  Buyer's Review of Title .................................     5
          3.9.3  Seller's Obligations Regarding Title ....................     6
          3.9.4  Condition of Title at Closing ...........................     6

4  SELLER'S REPRESENTATIONS AND WARRANTIES ...............................     6
   4.1    Authority ......................................................     7
   4.2    No Conflicts ...................................................     7
   4.3    Preferential Rights ............................................     7
   4.4    Property Documents .............................................     7
   4.5    Tenant Leases ..................................................     7
   4.6    Notices ........................................................     7
   4.7    Uncompleted Work ...............................................     8
   4.8    Unpaid Commissions .............................................     8
   4.9    Material Information ...........................................     8
   4.10   Special Assessments or Condemnation ............................     8
   4.11   Utilities ......................................................     8
   4.12   Service Contracts ..............................................     8
   4.13   Employees ......................................................     8
   4.14   Bankruptcy .....................................................     9
   4.15   Existing Approvals .............................................     9
   4.16   Insurance ......................................................     9
   4.17   Litigation .....................................................     9
   4.18   Compliance with Laws ...........................................     9
   4.19   Environmental Materials ........................................     9
   4.20   Survival .......................................................    11
   4.21   Seller's Knowledge .............................................    11
   4.22   As-Is ..........................................................    11




                                     Page i



                                                                 102 Witmer Road

                                                                          
5  BUYER'S REPRESENTATIONS AND WARRANTIES ................................    11
   5.1    No Conflicts ...................................................    11
   5.2    Due Organization; Consents .....................................    11
   5.3    Buyer's Authority; Validity of Agreements ......................    12

6  COVENANTS OF SELLER ...................................................    12
   6.1    Title ..........................................................    12
   6.2    Notice of Change in Circumstances ..............................    12
   6.3    No Defaults; Maintenance of Property ...........................    12
   6.4    Exclusive Negotiations .........................................    12
   6.5    Development Activities .........................................    13
   6.6    Service, Management and Employment Contracts ...................    13
   6.7    Tenant Leases ..................................................    13
   6.8    Insurance ......................................................    13
   6.9    Litigation .....................................................    13

7  CONDITIONS PRECEDENT TO CLOSING .......................................    13
   7.1    Buyer's Conditions .............................................    13
          7.1.1  Title ...................................................    14
          7.1.2  Seller's Due Performance ................................    14
          7.1.3  Condition of Property ...................................    14
          7.1.4  Bankruptcy ..............................................    14
          7.1.5  Estoppel Certificates ...................................    14
          7.1.6  Property Questionnaire ..................................    14
          7.1.7  No Moratoria ............................................    15
   7.2    Failure of Buyer's Conditions ..................................    15
          7.2.1  Waive and Close .........................................    15
          7.2.2  Terminate ...............................................    15
   7.3    Seller's Conditions ............................................    15
          7.3.1  Buyer's Due Performance .................................    15
   7.4    Failure of Seller's Conditions .................................    15

8  CLOSING ...............................................................    15
   8.1    Closing Date ...................................................    15
   8.2    Closing Costs ..................................................    16

9  CLOSING DELIVERIES ....................................................    16
   9.1    Deliveries by Seller to Escrow .................................    16
          9.1.1  Deed ....................................................    16
          9.1.2  Non-foreign Affidavit ...................................    16
          9.1.3  [California FTB Form 590-RE .............................    16
          9.1.4  Assignment of Leases ....................................    16
          9.1.5  Bill of Sale and Assignment .............................    16




                                    Page ii



                                                                 102 Witmer Road

                                                                          
          9.1.6  Seller's Certificate ....................................    17
          9.1.7  Updated Rent Roll .......................................    17
          9.1.8  Proof of Authority ......................................    17
          9.1.9  Other ...................................................    17
   9.2    Deliveries by Buyer ............................................    17
          9.2.1  Balance, Prorations & Closing Costs .....................    17
          9.2.2  Assignment of Leases ....................................    17
          9.2.3  Other ...................................................    17
   9.3  Deliveries Outside of Escrow .....................................    17
          9.3.1  Tenant Leases ...........................................    17
          9.3.2  Service Contracts .......................................    18
          9.3.3  Intangible Property .....................................    18
          9.3.4  Property Documents ......................................    18
          9.3.5  Personal Property .......................................    18
          9.3.6  Other ...................................................    18

10 PRORATIONS ............................................................    18
   10.1   Prorations .....................................................    18
   10.2   Preliminary Closing Statement ..................................    20

11 ESCROW ................................................................    20
   11.1   Opening of Escrow ..............................................    20
   11.2   Escrow Instructions ............................................    20
   11.3   Actions by Escrow Agent ........................................    21
          11.3.1 Recording ...............................................    21
          11.3.2 Funds ...................................................    21
          11.3.3 Owner's Title Policy ....................................    21
          11.3.4 Delivery of Documents ...................................    21
   11.4   Conflicting Demands ............................................    22
   11.5   Real Estate Reporting Person ...................................    22
   11.6   Destruction of Documents; Survival .............................    22

12 RISK OF LOSS ..........................................................    23
   12.1   Condemnation ...................................................    23
   12.2   Casualty .......................................................    23

13 DEFAULT ...............................................................    23
   13.1   Default by Buyer ...............................................    23
   13.2   Default by Seller ..............................................    24

14 BROKERS ...............................................................    24

15 CONFIDENTIALITY .......................................................    25




                                    Page iii



                                                                 102 Witmer Road

                                                                          
   15.1   Buyer ..........................................................    25
   15.2   Seller .........................................................    25

16 INDEMNIFICATION .......................................................    25

17 MISCELLANEOUS PROVISIONS ..............................................    26
   17.1   Governing Law ..................................................    26
   17.2   Entire Agreement ...............................................    26
   17.3   Modifications; Waiver ..........................................    26
   17.4   Notices ........................................................    26
   17.5   Expenses .......................................................    27
   17.6   Assignment .....................................................    27
          17.6.1 Seller's Right to Assign ................................    27
          17.6.2 Buyer's Right to Assign .................................    28
   17.7   Severability ...................................................    28
   17.8   Successors and Assigns; Third Parties ..........................    28
   17.9   Counterparts ...................................................    28
   17.10  Headings .......................................................    28
   17.11  Time of the Essence ............................................    28
   17.12  Further Assistance .............................................    28
   17.13  Number and Gender ..............................................    29
   17.14  Construction ...................................................    29
   17.15  Post-Closing Access to Records .................................    29
   17.16  Exhibits .......................................................    29
   17.17  Attorneys' Fees ................................................    29
   17.18  Business Days ..................................................    29




                                     Page iv



                                                                 102 Witmer Road

                                LIST OF EXHIBITS

EXHIBIT A   Legal Description
EXHIBIT B   Personal Property Inventory
EXHIBIT B-1 Excluded Personal Property
EXHIBIT C   Description of Property Documents
EXHIBIT D   Property Questionnaire
EXHIBIT E   Surveyor's Certificate
EXHIBIT F   Deed
EXHIBIT G   Seller's Certificate
EXHIBIT H   Non-Foreign Affidavit
EXHIBIT I   Bill of Sale and Assignment
EXHIBIT J   Form of CC&Rs Estoppel


                                     Page v

EX-10.1

Exhibit 10.1

                     POST-CLOSING PROPERTY ACCESS AGREEMENT

          THIS POST-CLOSING PROPERTY ACCESS AGREEMENT, dated September 1, 2006,
but intended to be effective as of (and expressly conditioned on) the Closing
(as defined herein), is between Neose Technologies, Inc. ("Neose") and Auxilium
Pharmaceuticals, Inc. ("Auxilium") relating to the property located at 102
Witmer Road, Horsham, Pennsylvania (the "Property").

                                   BACKGROUND

          Neose is the current owner of the Property, and Auxilium desires to
become the lessee of the Property upon its sale to ARE-PA Region No. 6, LLC
("Alexandria"). Simultaneously with the execution hereof, Neose and Alexandria
have entered into a Purchase and Sale Agreement and Joint Escrow Instructions
("Agreement of Sale") for the sale and purchase of the Property, and Auxilium
and Alexandria have entered into a Lease (the "Lease") for the lease of the
Property.

          The parties anticipate the closing on the sale of the Property
pursuant to the Agreement of Sale will occur on or about August 31, 2006 (the
"Closing"). Pursuant to a Pre-Closing Property Access Agreement of even date
herewith ("Pre-Closing Agreement") between Auxilium and Neose, Neose has agreed
to permit Auxilium to enter the Property and to commence making certain
alterations and improvements thereto prior to the date of Closing. In addition,
Neose has requested and Auxilium has agreed that, following the Closing, Neose
shall be permitted to remain in occupancy of certain portions of the Property
and that Neose and Auxilium shall share certain facilities within the Property
in accordance with the terms and conditions of this Agreement.

                                      TERMS

          In consideration of the mutual promises and covenants contained herein
and intending to be legally bound hereby, the parties agree as follows:

1. NEOSE ACCESS.

          1.1.Spaces. Upon Closing and consummation of the Lease, Auxilium
     hereby gives to Neose from the date of the Closing through February 28,
     2007: (a) the exclusive right to use and occupy the laboratory and office
     areas of the Property designated as Neose Space in Schedule 1.1 ("Neose
     Space"), (b) the non-exclusive right in common with Auxilium to use and
     occupy the areas of the Property designated as Shared Space in Schedule 1.1
     ("Shared Space"), (c) the non-exclusive right in common with Auxilium to
     use the Property's parking lot reasonably sufficient to accommodate Neose's
     access hereunder ("Parking Space"), (d) the non-exclusive right in common
     with Auxilium to use all corridors and other means of access to the Neose
     Space, the Shared Space and the Parking Space (together with the Neose
     Space, the Shared Space and the Parking Space, the "Spaces") and (e) the
     non-exclusive right in common with Auxilium to use the fax machines and
     copiers conveyed to Alexandria pursuant to the Agreement of Sale, and which
     are being leased by Alexandria to Auxilium



     pursuant to the Lease. The foregoing rights to use and occupy the Spaces
     shall be free of any and all charges. Each party agrees that access to the
     Shared Space by both parties may require schedules to be coordinated and/or
     changed from time to time to enable each party to carry out its regular
     business objective. Neose and Auxilium shall endeavor to have a working
     schedule in place by the Closing. Each party agrees that it shall provide
     notice to the other as soon as it is determined that a reasonable change to
     an agreed schedule is required. All schedules and reasonable changes to
     existing schedules shall be coordinated through the Representatives
     described below. The Spaces will be made available to Neose on an "As-Is,
     Where-Is" basis, without representation or warranty of any kind and Neose
     expressly accepts the Spaces on such basis.

          1.2.Compliance. Neose will use reasonable commercial efforts to ensure
     that neither Neose's access to the Property, the occupancy of the Spaces,
     nor the conduct of its operations will interfere with Auxilium's operations
     at the Property or cause any harm or destruction to or contamination of the
     Property. Auxilium will use reasonable commercial efforts to ensure that
     Neose will have the right of quiet enjoyment of the Spaces and will be able
     to conduct its operations. Neose's use and occupancy of the Property shall
     at all times comply with all applicable laws, regulations, ordinances,
     safety requirements and SOPs of Auxilium ("Laws and Requirements").
     Auxilium and Neose will comply with all procedures agreed upon by the
     parties.

          1.3.Alterations. Neose shall not make any installations, improvements,
     additions, alterations, or attachments to the Spaces without the prior
     consent of Auxilium, such consent not to be unreasonably withheld or
     delayed. Neose, at its sole cost and expense, shall immediately repair any
     damage caused to the Spaces by Neose, its employees, invitees or
     contractors following the Closing.

          1.4.Calibrations. Between the Closing and September 15, 2006, Neose
     and its calibration vendor, Integrated Service Solutions, shall have the
     right of access to the pilot plant, upon reasonable notice and during
     normal business hours, for the purpose of executing terminal calibrations
     and other calibrations due on Conveyed Equipment.

2. COOPERATION.

          2.1.Cooperation. Neose and Auxilium shall cooperate with each other in
     order to agree upon and implement such reasonable procedures and reasonable
     protocol as are reasonably necessary to ensure the safety of each other's
     personnel and to ensure noninterference with each party's business
     operations. It is understood that, during the period of this Agreement,
     certain equipment designated as Shared Equipment in Schedule 2.1 will be
     shared by the parties. The parties agree to cooperate with each other with
     respect to the use of the Shared Equipment and any issues with respect to
     the use of the Shared Equipment shall be referred to the Working Committee
     (as defined below). It is also understood that, until Neose vacates the
     Property, Auxilium shall have the right to use up to fifty (50) lines of
     the existing telephone system serving the Property.

          2.2.Facility Employees. Neose and Auxilium agree that the facility
     employees listed in Schedule 2.2 (each a "Facility Employee") shall,
     regardless of which party employs them,


                                       -2-



     continue to work together in an integrated manner to perform their current
     job duties of maintaining the Property for the benefit of both Neose and
     Auxilium and the Property, 201 Witmer Road, and 102 Rock Road, Horsham, PA.
     During the thirty-day period commencing on the date of Closing, to the
     extent he remains an employee of Neose, Neose will, upon reasonable notice
     and subject to his availability, make Chris Garges available to Auxilium to
     answer questions and otherwise provide information about the use of the
     Property, up to an aggregate maximum of 20 hours.

          2.3.Working Committee. Neose and Auxilium hereby establish a working
     committee ("Working Committee"), which shall be responsible for the
     cooperation necessary to allow Auxilium and Neose to protect their
     employees and conduct their operations to manage the Facility Employees,
     and for communication and resolution of issues between the parties. The
     Working Committee shall consist of two representatives who will be
     authorized to act for the parties hereunder (respectively, "Neose's
     Representatives" and "Auxilium's Representatives", and together, the
     "Representatives"). The Representatives shall be available to attend
     regularly scheduled and special meetings with each other in person or by
     conference call. It is expected that regular meetings will be held weekly
     and may also be attended by employees or representatives of either party
     other than the Representatives.

          2.4.Appointment of Representatives. Auxilium's Representatives will be
     Ben Del Tito and Michael Cowan, and Neose's Representatives will be James
     White and Hoyt Emmons. Each Party may remove and replace its
     Representatives on the Working Committee at any time, without cause, upon
     written notice to the other Party. Each party's Representatives shall have
     the authority to act on such party's behalf at all times and with respect
     to issues relating to this Agreement.

          2.5.Dispute. In the event the Working Committee shall fail to mutually
     resolve any matter it is responsible for hereunder, Neose and Auxilium
     agree to submit such matter to the senior management of each party for
     mutual resolution. In the event the senior management shall fail to
     mutually resolve such matter, Neose and Auxilium agree to submit such
     matter pursuant to the Expedited Procedures provisions of the Arbitration
     Rules for the Real Estate Industry of the AAA (presently Rules 56 through
     60); provided, however, that with respect to any such arbitration, (i) the
     list of arbitrators referred to in Rule 57 shall be returned within five
     (5) business days from the date of mailing, (ii) the parties shall notify
     the AAA, by telephone of any objections to the arbitrator appointed, within
     four (4) days after such appointment, and will have no right to object if
     the arbitrator so appointed was on the list submitted by the AAA and was
     not objected to in accordance with Rule 57, (iii) the notice of hearing
     referred to in Rule 58 shall be four (4) days in advance of the hearing,
     (iv) the hearing shall be held within seven (7) days after the appointment
     of the arbitrator, and (v) the arbitrator shall have no right to award
     damages.

3. INSURANCE.

          3.1. Neose shall, at its expense, maintain or cause its contractors to
     maintain during the period of access hereunder commercial general liability
     insurance, including contractual liability insurance and property damage
     insurance under policies issued by insurers licensed to conduct business in
     the state wherein the Property is located, with per


                                       -3-



     occurrence limits of not less than $5 Million for bodily injury, or death
     and damage to or destruction of property (including the loss of use
     thereof), $5 Million combined aggregate, and workers' compensation at
     statutory limits. Such policies shall name Auxilium, Alexandria, Alexandria
     Real Estate Equities, Inc., and its and their respective officers,
     directors, members, and employees as additional insureds. Neose shall
     deliver to Auxilium and Alexandria certificates of insurance evidencing
     such coverage prior to entering upon the Property. Such certificates shall
     contain a provision that same shall not be cancelled or the coverage
     materially altered without first giving at least thirty days' prior written
     notice to Auxilium and Alexandria.

          3.2. Any policy or policies of fire, extended coverage or similar
     property insurance, which either party obtains in connection with the
     Property, shall include a clause or endorsement denying the insurer any
     rights of subrogation against the other party for all perils covered by
     such policy. Any provision of this Agreement to the contrary
     notwithstanding, Neose and Auxilium hereby release the other from any and
     all liability or responsibility to the other or anyone claiming through or
     under them by way of subrogation or otherwise (a) from any and all
     liability for any loss or damage to the property of the releasing party,
     (b) for any loss or damage that may result, directly or indirectly, from
     the loss or damage to such property (including rental value and business
     interruption), and (c) from legal liability for any loss or damage to
     property (no matter who the owner of the property may be), all to the
     extent that the releasing party's loss or damage is insured or, if not
     insured, was insurable under commercially available "special form" property
     insurance policies, including additional coverages typically obtained by
     owners and users of comparable facilities, even if such loss or damage or
     legal liability shall be caused by or result from the fault or negligence
     of the other party or anyone for whom such party may be responsible and
     even if the releasing party is self-insured in whole or in part or the
     amount of the releasing party's insurance is inadequate to cover the loss
     or damage or legal liability. It is the intention of the parties that Neose
     and Auxilium shall look solely to their respective insurance carriers for
     recovery against any such property loss or damage or legal liability,
     without such insurance carriers having any rights of subrogation against
     the other party.

4. INDEPENDENT CONTRACTORS. Neose and Auxilium are independent contractors
hereunder and, except as otherwise provided herein, shall conduct their
respective businesses as they may determine, and neither party, nor any officer,
employee or agent of either party, shall have the authority to bind the other
party in any way whatsoever, or to accept service of legal process for and on
behalf of the other party pursuant to this Agreement. Neither Neose nor Auxilium
shall be deemed in any way or for any purpose, to have become, by the execution
of this Agreement or any action taken hereunder, a partner of the other party in
its business or a joint venturer or a member of a joint enterprise with the
other party.

5. TECHNICAL INFORMATION. Pursuant to the Agreement of Sale, Neose is conveying
to Alexandria, to the extent available and in its possession, Neose's
non-proprietary standard operating procedures specifically relating to the
Property and the maintenance of the personal property being conveyed by Neose to
Alexandria at Closing pursuant to the Agreement of Sale ("Conveyed Equipment"),
validation protocols for all Conveyed Equipment and facility systems, and
equipment turnover packages and equipment history files relating to the Conveyed
Equipment and facility systems ("Technical Information"). Neose agrees that
Alexandria may


                                       -4-



share the Technical Information with Auxilium. Auxilium agrees that, during the
term of this Agreement, the Technical Information will be retained at the
Property and that Neose may make copies of any or all of the Technical
Information. Neose agrees that it shall not remove any of the Conveyed Equipment
or Technical Information (except as necessary to make copies). Neose further
agrees that, upon expiration or earlier termination of this Agreement, Neose
shall leave all the Conveyed Equipment and Technical Information (other than
copies made by Neose) at the Property. Neose acknowledges that, to the extent
Auxilium supplements or modifies the Technical Information after the Closing,
Neose will have no rights with respect to such supplemental or modified
Technical Information.

6. WAREHOUSE FACILITY. Subject to Neose's landlord's consent, and a separate
agreement among such landlord, Auxilium and Neose, Neose will assign or sublet
the warehouse space at 201 Witmer Road, Horsham, PA to Auxilium effective as of
the Closing for the remainder of the current lease term, at the same current
lease rates and charges, and Auxilium will allow Neose to occupy a portion of
the warehouse space as designated in Schedule 6, free of charge, for the
remainder of the current lease term. Within two (2) days from the date hereof,
Neose shall request the landlord of 201 Witmer Road to consent to the foregoing
described lease assignment or sublease.

7. SURRENDER. As of February 28, 2007, Neose shall (i) vacate and surrender the
Spaces to Auxilium in broom clean condition, (ii) remove all of Neose's
property, fixtures and equipment (including the components of the existing
telephone system not included as part of the Conveyed Equipment other than
cabling, wires and connections within walls, above ceilings or beneath floors)
from the Spaces, (iii) restore any damage caused by the removal of any property,
fixtures and equipment of Neose, (iv) decontaminate, repair, or clean-up the
Spaces to remove any contamination from the Spaces resulting from Neose's
operations following Closing to standards reasonably acceptable to Auxilium and
(v) remove the exterior hazardous materials shed from the Property and any
contamination resulting from the shed following Closing to standards reasonably
acceptable to Auxilium.

8. ASSIGNMENT. Auxilium and Neose shall not be permitted to assign their rights
or obligations hereunder.

9. TERM. This Agreement shall expire and terminate effective as of February 28,
2007, except with respect to the obligations of the parties set forth in
paragraphs 4, 6, 8, 9, and 11 which shall survive termination. If Neose fails to
vacate the Property by 12:00 a.m. on March 1, 2007 for any reason, then for each
and every day that Neose fails to so vacate, it shall pay to Auxilium the sum of
$1,000 per day. This charge shall not limit Auxilium's right to seek such other
remedies as may be available to Auxilium either at law or in equity.

10. MECHANIC'S LIENS. Neose shall not cause or permit the attachment of any
mechanic's lien, materialman's lien, or any other lien, claim or encumbrance
("Encumbrance") against the Property. In the event of such Encumbrance, Neose
shall bear all cost and expense related to the defense or removal of same and
indemnify and hold Auxilium harmless from any actual and documented cost or
expense (including reasonable attorneys' fees) which Auxilium may incur in
connection therewith.


                                       -5-



11. INDEMNITY.

          11.1. Neose shall indemnify, defend and hold Auxilium free and
     harmless from and against any and all claims, liabilities, damages, losses,
     actual and documented costs or expenses (including reasonable attorneys'
     fees) to the extent arising from Neose's activities on the Property; any
     act or omission of Neose or anyone acting by or on behalf of Neose at or
     about the Property in connection with this Agreement or otherwise; and any
     failure of Auxilium to comply with the terms of this Agreement.

          11.2. Auxilium shall indemnify, defend and hold Neose free and
     harmless from and against any and all claims, liabilities, damages, losses,
     actual and documented costs or expenses (including reasonable attorneys'
     fees) to the extent arising from (i) any claim by a third party alleging
     injury due to the negligence, gross negligence or willful misconduct of
     Auxilium, and (ii) any grossly negligent act or willful misconduct of
     Auxilium or anyone acting by or on behalf of Auxilium at or about the
     Property.

12. RELEASE. In order to induce Auxilium to permit Neose to access the Property,
Neose, on behalf of itself, its officers, employees, representatives, agents and
contractors (collectively, "Neose Releasors") hereby expressly RELEASE AND
FOREVER DISCHARGE Auxilium, its employees, agents, contractors and
representatives (collectively, "Auxilium Releasees") from any and all expenses,
losses, costs, liabilities, claims, causes of action, demands and damages for
loss, damage, injury or death to the Auxilium Releasees, or any of them (except
to the extent resulting from the gross negligence or willful misconduct of the
Auxilium Releasees), or damage to the property of Neose Releasors, or any of
them, arising out of or in connection with the Neose's use and occupancy of the
Property.

13. SERVICE CONTRACTS.

          13.1. As of Closing, Neose (i) hereby assigns, transfers and sets over
     unto Auxilium, and as of Closing Auxilium hereby accepts, all Neose's
     rights, title and interest in and to those certain contracts listed in Part
     A of Schedule 13.1, which Contracts pertain solely to the Property or
     Conveyed Equipment and are immediately assignable ("Assignable Contracts"),
     and (ii) will cooperate with Auxilium to obtain the consent of the other
     party to, and assign, transfer, and set over to Auxilium the contracts
     listed in Part B of Schedule 13.1, which contracts pertain solely to the
     Property or Conveyed Equipment and require consent for assignment ("Consent
     Contracts" and together with the Assignable Contracts, the "Contracts").
     From and after the Closing, Neose and Auxilium will use commercially
     reasonable efforts to arrange for the transfer to Auxilium the rights and
     obligations under the contracts listed in Part C of Schedule 13.1, which
     rights and obligations relate solely to the Property or Conveyed Equipment
     ("Combined Contracts").

          13.2. Neose represents and warrants to Auxilium that: (a) the
     Contracts have not been assigned previously and are not subject to any lien
     or encumbrance, (b) all sums required to be paid as of the date hereof
     under the Contracts have been paid, and (c) the copies of the Contracts
     previously provided to Auxilium are true correct and complete and
     constitute the entire agreement between Neose and the respective
     contractors under the Contracts.


                                       -6-


          13.3. Neose shall be responsible for the observance and performance of
     all its agreements and obligations under the Contracts arising prior to
     Closing.

          13.4. Auxilium hereby assumes and agrees to perform all of the
     covenants, agreements and obligations of Neose arising out of or relating
     to the Contracts which first arise and relate to the period from and after
     the Closing.

          13.5. Neose shall to the extent permitted by law, defend, protect,
     indemnify and save harmless Auxilium from and against any and all
     liabilities, suits, actions, losses, damages, costs and expenses, including
     without limitation counsel fees, suffered or incurred by Auxilium resulting
     from or relating to any failure by Neose to observe or perform any of its
     agreements or obligations under the Contracts prior to Closing.

          13.6. Auxilium shall defend, protect, indemnify and save harmless
     Neose from and against any and all liabilities, suits, actions, losses,
     damages, costs and expenses, including without limitation counsel fees,
     suffered or incurred by Neose resulting from or relating to any failure by
     Auxilium to observe or perform any of its agreements or obligations under
     the Contracts on or after the Closing.

          13.7. At Closing, the expenses relating to the Contracts shall be
     prorated between Auxilium and Neose and Auxilium shall pay to Neose the
     amount that Neose has paid prior to Closing for post-Closing time periods.

14. MISCELLANEOUS.

          14.1. This Agreement may be executed in several counterparts, all of
     which constitute one and the same instrument.

          14.2. This Agreement shall be governed by and construed in accordance
     with the laws of the Commonwealth of Pennsylvania.

          14.3. The language of this Agreement shall be construed according to
     its normal and usual meaning and not strictly for or against either Neose
     or Auxilium. The rule of construction which allows a court to construe a
     document more strictly against its author shall not govern the
     interpretation of this Agreement.

          14.4. If any provision of this Agreement, or its application to any
     situation, shall be invalid or unenforceable to any extent, the remainder
     of this Agreement, or the application thereof to situations other than as
     to which it is invalid or unenforceable, shall not be affected thereby, and
     every provision of this Agreement shall be valid and enforceable to the
     fullest extent permitted by law.

          14.5. This Agreement, together with the Pre-Closing Agreement and the
     Confidentiality and Nondisclosure Agreement dated March 1, 2006, as amended
     by the Pre- Closing Agreement, constitutes the entire agreement, and
     supersedes the letter agreement dated July 26, 2006, between the parties
     relating to the subject matter hereof, and may be amended only by written
     agreement of the parties. No representations, inducements, promises or
     agreements, oral or otherwise, between Neose or Auxilium or any of their


                                       -7-



     respective brokers, employees or agents, not embodied herein, shall be of
     any force or effect. This Agreement is subject and subordinate in all
     respects to the Consent to Property Access Agreements of even date herewith
     among Alexandria, Neose, and Auxilium.

          14.6. This Agreement shall be binding upon and shall inure to the
     benefit of the parties hereto, their heirs, executors, administrators,
     successors and permitted assigns.

          14.7. Notices. All notices provided for or permitted under this
     Agreement shall be in writing and shall be: (i) delivered personally; (ii)
     sent by facsimile with return facsimile confirmation; (iii) sent by
     commercial overnight courier with written verification of receipt; or (iv)
     sent by certified or registered U.S. mail, postage prepaid and return
     receipt requested, to the party to be notified, at the address for such
     party set forth below, or at such other address of which such party has
     provided notice in accordance with the provisions of this paragraph:

          To Auxilium: To Auxilium: Auxilium Pharmaceuticals, Inc.
                       Attn: General Counsel
                       40 Valley Stream Parkway
                       Malvern, PA 19355
                       Fax: (484) 321-2208

          To Neose:    Neose Technologies, Inc.
                       Attn: General Counsel
                       102 Witmer Road
                       Horsham, PA 19044

Notices shall be deemed effective (i) if delivered in person, when delivered;
(ii) if delivered by facsimile, on the date of receipt of facsimile
confirmation; (iii) if delivered by commercial overnight courier, on the date of
written verification of receipt; or (iv) if delivered by certified or registered
U.S. mail, five business days after deposit in the mail.

          14.8. Neose and Auxilium agree that time is of the essence of this
     Agreement.


                                       -8-



          IN WITNESS WHEREOF, Neose and Auxilium, intending to be legally bound
hereby, have signed this Agreement as of the day and year first above written.

Neose Technologies, Inc.                Auxilium Pharmaceuticals, Inc.


By: /s/ A. Brian Davis                  By: /s/ James E. Fickenshear
    ---------------------------------       ------------------------------------
Name: A. Brian Davis                    Name: James E. Fickenshear
      -------------------------------         ----------------------------------
Title: SVP and CFO                      Title: Chief Financial Officer
       ------------------------------          ---------------------------------



                                  Schedule 1.1

                                   Neose Space

                                  SCHEDULE 1.1

                                  (FLOOR PLAN)

102 Witmer - Post-Close Agreement


                                      -10-



                                  Schedule 2.1

                                Shared Equipment

                                                                    SCHEDULE 2.1

                                                                    CONFIDENTIAL

                      WITMER ROAD PROPERTY - SHARED ASSETS



FAS       EQUIPMENT   FAS
SYSTEM #    TAG #    TAG #   ACQ DATE         VENDOR                     DESCRIPTION                LOCATION  SERIAL NUMBER
- --------  ---------  -----  ----------  -----------------  ---------------------------------------  --------  --------------
                                                                                         
  729     M-01       00107   4/24/2000  Fisher Scientific  Microscope-Zeiss-Axiostar                Lab 1     33485
  N/A     VT-116                                           Mini Vortexer                            Lab 1     2-375976
1,576     KF-02      01078  10/23/2003  Fisher Scientific  KFD Titrino 758/B-20                     WR LAB 9  10576598
  527     ST01       00958                                 Lunaire Environmental-(4) stability
                                                              chambers                              WR LAB 9  Neose # ST 01
  537     ST02       00957                                 Lunaire Environmental- see # 527 notes   WR LAB 9  Neose # ST 02
  536     ST03       00956                                 Lunaire Environmental- see # 527 notes   WR LAB 9  Neose # ST 03
  528     ST04       00955                                 Lunaire Environmental- see # 527 notes   WR LAB 9  Neose # ST 04
1,695     ST05       01164   4/30/2004  Fisher             -20 degree C, 208V general purpose free  WR Lab 9  P250-104110-RO
1,699     ST06       01163   4/30/2004  Fisher Scientific  Ultima II SI Series ultralow-temp freez  WR Lab 9  R220-208039-RO
2,191     ST07       01432   4/30/2005  Fisher Scientific  32 cu ft Revco Environmental Chamber     QC lab    31958



                                                                     Page 1 of 1




                                  Schedule 2.2

                               "Facility Employee"

                               Walter Waldspurger
                                   Terry White
                                 Robert Livezey
                                 Steven Pinkney
                                  Richard Faust
                                  Joseph Engart
                                  Harry Santoo
                                 Aurelia Colding


                                      -12-



                                   Schedule 6

                               Warehouse Facility

                                  (FLOOR PLAN)

201 Witmer - Post-Close Agreement

                                      -13-



                                  SCHEDULE 13.1

                                SERVICE CONTRACTS

A.   Assignable Contracts are held with the following vendors:

     -    AT Chadwick Service Company+

     -    Brickman Group

     -    Critical Cleaning, Inc.

     -    Electronic Security Corp.

     -    Lancer USA+

     -    Neu-Ion

     -    Stericycle

     -    Steris

B.   Consent Contracts are held with the following vendors:

     -    Allied Waste/BFI

     -    Johnson Controls+

C.   Combined Contracts are held with the following vendors:

     -    Agilent+*

     -    Alfa Laval

     -    Beckman Coulter+*

     -    GE Analytical Instruments, Inc.+

     -    Integrated Service Solutions

     -    JC Ehrlich Co., Inc.

     -    Klenzoid Water Treatment+

     -    Ransome

     -    Thermo Electron Corporation+

*    Consent required for assignment.

+    The agreements with these vendors have been prepaid in full or in part and
     a pro-ration must be made upon the transfer of assets pursuant to the
     Agreement.

EX-10.2

Exhibit 10.2

                      CONSENT TO PROPERTY ACCESS AGREEMENT

     THIS CONSENT TO PROPERTY ACCESS AGREEMENTS (this "CONSENT") is made as of
September 1, 2006, by ARE-PA REGION NO. 6, LLC, a Delaware limited liability
company, having an address of 385 E. Colorado Blvd., Suite 299, Pasadena,
California 91101 ("ARE"), AUXILIUM PHARMACEUTICALS, INC., a Delaware
corporation, having an address of 40 Valley Stream Parkway, Malvern,
Pennsylvania 19355 ("AUXILIUM"), and NEOSE TECHNOLOGIES, INC., a Delaware
corporation, having an address of 102 Witmer Road, Horsham, Pennsylvania 19044
("NEOSE") with reference to the following Recitals.

                                    RECITALS

     A. ARE, as buyer, and Neose, as seller, have entered into a Purchase and
Sale Agreement and Joint Escrow Instructions dated as of September __, 2006
("AGREEMENT OF SALE") for the purchase and sale of the property known as 102
Witmer Road, Horsham, Pennsylvania 19044 ("PREMISES").

     B. ARE, as landlord, and Auxilium, as tenant, have entered into that
certain Lease Agreement of even date herewith ("LEASE"), wherein ARE has leased
the Premises to Auxilium.

     C. Pursuant to the terms and conditions of a certain Pre-Closing Property
Access Agreement ("PRE-CLOSING AGREEMENT") between Neose and Auxilium, Neose has
agreed to permit Auxilium to enter the Premises and to commence making certain
alterations and improvements thereto before the date on which the Premises are
conveyed to ARE pursuant to the Agreement of Sale ("CLOSING").

     D. Pursuant to the terms and conditions of a certain Post-Closing Property
Access Agreement ("POST-CLOSING AGREEMENT") between Neose and Auxilium, Auxilium
has agreed to permit Neose to remain in occupancy of certain portions of the
Premises and to share certain facilities within the Premises for a defined
period of time after the Closing. The Pre-Closing Agreement and the Post-Closing
Agreement are hereinafter collectively referred to as the "PROPERTY ACCESS
AGREEMENTS."

     E. Auxilium and Neose desire to obtain ARE's consent to the Property Access
Agreements.

     NOW, THEREFORE, in consideration of the foregoing and the agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, ARE hereby consents to (a)
Auxilium's entry onto the Premises and the making of certain alternations and
improvements by Auxilium before the Closing, and (b) Neose's use and occupancy
of certain portions of the Premises between the Closing and February 28, 2007,
such consent being subject to and upon the following terms and conditions to
which Auxilium and Neose hereby agree:

1.   All initially capitalized terms not otherwise defined in this Consent shall
     have the meanings set forth in the Lease unless the context clearly
     indicates otherwise.

2.   This Consent shall not be effective and the Property Access Agreements
     shall not be valid unless and until ARE shall have received: (a) fully
     executed counterparts of the Property Access Agreements, and (b) a fully
     executed counterpart of this Consent.



     Auxilium and Neose each represent and warrant to ARE that true, correct,
     and complete copies of the Property Access Agreements are attached hereto
     as EXHIBIT A.

3.   ARE's consent to Auxilium Improvements and Approved Materials shall be as
     follows:

     a.   Prior to the construction or installation of any alterations, addition
          or improvements to the Premises by Auxilium before the Closing
          (collectively, "AUXILIUM IMPROVEMENTS"), ARE shall have received and
          approved, pursuant to the terms and conditions set forth in the Lease,
          any drawings for the proposed Auxilium Improvements. The Auxilium
          Improvements shall be installed, maintained, repaired, replaced, and
          removed in accordance with the terms and conditions of the Lease; and

     b.   Prior to Auxilium introducing any Approved Materials (as defined in
          the Pre- Closing Agreement) into the Premises before the Closing, ARE
          shall have received and approved a reasonably detailed itemization of
          the Approved Materials, and all documents relating to Auxilium's
          proposed use of the Premises.

4.   ARE neither approves nor disapproves the terms, conditions, and agreements
     contained in the Property Access Agreements, all of which shall be
     subordinate and at all times subject to: (a) all of the covenants,
     agreements, terms, provisions, and conditions contained in the Lease, (b)
     superior ground leases, Mortgages, or any other hypothecation or security
     now existing or hereafter placed upon all or any part of the Premises and
     to any advances secured thereby and to all renewals, modifications,
     consolidations, replacements, and extensions thereof, and (c) all matters
     of record affecting the Premises and all Legal Requirements now or
     hereafter affecting the Premises.

5.   Nothing contained herein or in the Property Access Agreements shall be
     construed to modify, waive, impair, or affect any of the terms, covenants,
     or conditions contained in the Lease, or to waive any breach thereof, or
     any rights or remedies of ARE under the Lease against any person, firm,
     association, corporation, or entity liable for the performance thereof, or
     to enlarge or increase ARE's obligations or liabilities under the Lease,
     and all terms, covenants, and conditions of the Lease are hereby declared
     by each of ARE and Auxilium to be in full force and effect. Auxilium shall
     remain liable and responsible for the due keeping, performance, and
     observance of all the terms, covenants, and conditions set forth in the
     Lease on the part of Auxilium to be kept, performed, and observed and for
     the payment of the Base Rent, Additional Rent, and all other sums now and
     hereafter becoming payable thereunder for all of the Premises.

6.   Notwithstanding anything in the Property Access Agreements to the contrary:

     a.   From and after the Closing and through the expiration of the
          Post-Closing Agreement on February 28, 2007 or, if earlier, the date
          Neose vacates the Premises, Neose does hereby expressly assume and
          agree to be bound by and to perform and comply with, for the benefit
          of ARE, each and every obligation of Auxilium under the Lease, except
          as specifically set forth otherwise below, to the extent applicable to
          the use and occupancy (and not related to the payment of rent or
          additional rent) of those portions of the Premises used and occupied
          by Neose or shared by Neose and Auxilium, but in no event shall Neose
          be liable for


                                        2



          the acts or omissions of Auxilium under the Lease (except to the
          extent due to the acts or omissions of Neose and its agents,
          contractors, and employees). ARE and Neose each hereby release the
          other, and waive their respective rights of recovery against the other
          for direct or consequential loss or damage arising out of or incident
          to the perils covered by property insurance carried by such party to
          the extent of such insurance and waive any right of subrogation which
          that otherwise exist in or accrue to any person on account thereof.

     b.   Auxilium and Neose agree to each of the terms and conditions of this
          Consent, and upon any conflict between the terms of the Property
          Access Agreements and this Consent, the terms of this Consent shall
          control. In case of a conflict between the terms of this Consent and
          the Lease, the terms of the Lease shall control.

     c.   The Property Access Agreements shall be deemed and agreed to be use
          and occupancy agreements only and not a sublease or an assignment and
          there shall be no further use and occupancy agreements, subletting, or
          assignment of all or any portion of the Premises except in accordance
          with the terms and conditions of the Lease.

     d.   If ARE terminates the Lease as a result of an uncured default by
          Auxilium thereunder or the Lease terminates for any other reason
          (except a termination by reason of casualty or condemnation), the
          Post-Closing Agreement shall automatically terminate concurrently
          therewith and the Lease shall become a direct lease between ARE and
          Neose with respect to the Spaces as defined in Section 1.1 of the Post
          Closing Agreement; provided, however, that such direct lease shall be
          amended to reflect the following:

          (i) an expiration date of February 28, 2007 or, if earlier, the date
          Neose vacates the Premises with no renewal or extension option in
          favor of Neose;

          (ii) Neose will not be obligated to pay Rent (pursuant to Sections 3,
          4, 5, 9, 17 or otherwise of the Lease) on account of Base Rent,
          Additional Rent, Operating Expenses or otherwise, for the period
          between the date of the termination of the Lease and February 28,
          2007, except as provided in clauses (iii), (v), and (vii) below;

          (iii) Neose shall be obligated to pay as Additional Rent the per diem
          sum of $60 per rentable square foot (on an annualized basis) pursuant
          to Section 8 of the Lease arising from Neose's holdover of the
          Premises beyond February 28, 2007; such per diem amount shall be based
          on the rentable square footage of the Neose Space and Shared Space (as
          defined in the Post-Closing Agreement) as reasonably determined by
          Landlord;

          (iv) Neose shall not be obligated to deposit any security deposit or
          other collateral with Landlord pursuant to Section 6 of the Lease;

          (v) Neose shall only be obligated for its prorata share ("NEOSE'S
          PRORATA SHARE") of the cost of utilities serving the Spaces (as
          defined in the Post-Closing Agreement) where Neose's Prorata Share
          shall be equal to the ratio that the


                                        3



          Neose Space and the Shared Space used and occupied by Neose bears to
          the entire Premises;

          (vi) Except to the extent Neose deems necessary for the continued use
          and occupancy of the Spaces by it and subject to the provisions of
          this Consent, that Neose shall have no obligation to perform the
          obligations set forth in Sections 11(b) (except that Neose shall
          maintain, at its sole cost and expense, the generator described in
          Section 11(b) (the "GENERATOR") so as to keep the Generator in
          operational condition and repair and otherwise comply with applicable
          Legal Requirements governing the use and operation of the Generator),
          12, 13, 14, or Exhibit C to the Lease.

          (vii) Neose shall (A) have no right to make any Alterations to the
          Premises except in compliance with the provisions of the Lease, (B)
          have no right to use all or any part of the TI Allowance under the
          Work Letter contained in Exhibit C to the Lease; (C) not take any
          action to adversely affect the validated state of the cGMP Systems and
          Building Infrastructure; (D) pay as Additional Rent Neose's Prorata
          Share of the costs incurred by ARE to maintain and repair the
          Premises; and (E) have no obligation to pay the cost of any capital
          repairs or improvements made by Landlord to the Premises after the
          Closing (it being understood and agreed that Landlord shall have no
          obligation whatsoever to make any such capital improvements);

          (viii) Neose shall have no obligation pursuant to Sections 28 or 30 of
          the Lease; provided, however, that Neose shall be obligated to
          surrender the Spaces in the manner required by the Post-Closing
          Agreement and as may be required by Environmental Requirements (as
          defined in Section 30 of the Lease) and in the state of repair and
          condition in which the Spaces were delivered to Neose on the date of
          Closing (ordinary wear and tear excepted);

          (ix) Neose shall not be required to maintain property insurance with
          respect to the Spaces other than as Neose may elect with respect to
          its personal property;

          (x) Neose shall not be in default of its obligation under the Lease
          (to the extent Neose has obligations under the Lease) if it vacates
          the Premises prior to February 28, 2007; and

          (xi) ARE shall have no obligation under the Lease or otherwise to
          restore all or any part of the Premises based on casualty or
          condemnation.

          ARE shall not (A) be liable for any prior act or omission of Auxilium
          under the Lease before the termination of the Lease or for any other
          defaults of Auxilium under the Property Access Agreements, (B) be
          subject to any defenses or offsets previously accrued that Neose may
          have against Auxilium for any period before the termination of the
          Lease, or (C) be bound by any changes or modifications made to the
          Property Access Agreements without the prior written consent of ARE as
          set forth in this Consent.

     e.   Neose hereby agrees to indemnify, defend, and hold ARE free and
          harmless from and against any and all claims, liabilities, damages,
          losses, actual and documented costs or expenses (including reasonable
          attorneys' fees) to the


                                        4



          extent arising from, or relating to, the use and occupancy of the
          Premises by Neose after the Closing and any act or omission of Neose
          or anyone acting by or on behalf of Neose at or about the Premises in
          connection with, or arising out of, the Property Access Agreements or
          otherwise. In no event shall Neose be liable for any act or omission
          of Auxilium under the Lease (except to the extent due to the acts or
          omissions of Neose and its agents, contractors, and employees) nor
          shall Neose be obligated to indemnify ARE for (i) any Claims arising
          out of any act or omission of Auxilium pursuant to Section 7 of the
          Lease (except to the extent due to the acts or omissions of Neose and
          its agents, contractors, and employees); (ii) any expenses incurred by
          ARE pursuant to Section 12 of the Lease; (iii) any Claims for which
          ARE may be entitled to indemnification pursuant to Section 16 of the
          Lease except to the extent due to the acts or omissions of Neose and
          its agents, contractors, and employees occurring after Closing; or
          (iv) any Environmental Claims except to the extent due to the acts or
          omissions of Neose and its agents, contractors, and employees
          occurring after Closing.

     f.   Auxilium hereby agrees to indemnify, defend, and hold ARE free and
          harmless from and against any and all claims, liabilities, damages,
          losses, actual and documented costs or expenses (including reasonable
          attorneys' fees) to the extent arising from, or relating to the entry
          onto the Premises by Auxilium before the Closing, and any act or
          omission of Auxilium or anyone acting by or on behalf of Auxilium at
          or about the Premises in connection with, or arising out of, the
          Property Access Agreements or otherwise.

     g.   To induce ARE to permit Neose and Auxilium to use and occupy the
          Premises as set forth in the Property Access Agreements, Neose and
          Auxilium, on behalf of itself and themselves, and its and their
          respective officers, employees, representatives, agents and
          contractors (collectively, "RELEASORS"), hereby expressly RELEASE AND
          FOREVER DISCHARGE ARE, its members, partners, employees, agents,
          contractors, and representatives (collectively, "RELEASEES") from any
          and all expenses, losses, costs, liabilities, claims, causes of
          action, demands and damages for loss, damage, injury, or death to the
          Releasees, or any of them, or damage to the property of Releasors, or
          any of them, in connection with, or arising out of, the Property
          Access Agreements or otherwise.

7.   Any act or omission of Neose or anyone claiming under or through Neose that
     violates any of the provisions of the Lease shall be deemed a violation of
     the Lease by Auxilium.

8.   Upon an uncured default by Auxilium under the Lease, ARE may proceed
     directly against Auxilium or anyone else liable, other than Neose (unless
     Auxilium's default is due to Neose's default under this Consent), under the
     Lease or the Property Access Agreements without first exhausting ARE's
     remedies against any other person or entity liable thereon to ARE. If ARE
     gives Neose notice that Auxilium is in default under the Lease, Neose shall
     thereafter make directly to ARE any payments otherwise due Auxilium under
     the Property Access Agreements, which payments will be received by ARE
     without any liability to ARE except to credit such payments against amounts
     due under the Lease. The mention in this Consent of any particular remedy
     shall not preclude ARE from any other remedy in law or in equity.

9.   Neose shall pay any broker commissions or fees that may be payable as a
     result of the Property Access Agreements and Neose hereby indemnifies and
     agrees to hold ARE


                                        5



     harmless from and against any loss or liability arising therefrom or from
     any other commissions or fees payable in connection with the Property
     Access Agreements that result from the actions of Neose. Auxilium hereby
     indemnifies and agrees to hold ARE harmless from and against any loss or
     liability arising from any commissions or fees payable in connection with
     the Property Access Agreements that result from the actions of Auxilium.

10.  Auxilium and Neose agree that the Property Access Agreements will not be
     modified or amended in any way without the prior written consent of ARE,
     which consent shall not be unreasonably withheld. It shall be reasonable
     for ARE to withhold its consent if, among other reasons, (a) Neose or
     Auxilium proposes to extend the term of the Post-Closing Agreement, or (b)
     such modification or amendment would (i) adversely affect ARE or its
     ownership or operation of the Premises, (ii) change the permitted use of
     the Premises, or (iii) affect ARE's status as a real estate investment
     trust. Any modification or amendment of the Property Access Agreements
     without ARE's prior written consent shall be void and of no force or
     effect.

11.  This Consent may not be changed orally, but only by an agreement in writing
     signed by ARE and the party against whom enforcement of any change is
     sought.

12.  This Consent may be executed in any number of counterparts, each of which
     shall be deemed an original, but all of which when taken together shall
     constitute but one and the same instrument.

13.  This Consent and the legal relations between the parties hereto shall be
     governed by and construed and enforced in accordance with the internal laws
     of the Commonwealth of Pennsylvania, without regard to its principles of
     conflicts of law.

                           [SIGNATURES ON NEXT PAGE]


                                        6



     IN WITNESS WHEREOF, ARE, Auxilium, and Neose have caused their duly
authorized representatives to execute this Consent as of the date first above
written.

AUXILIUM PHARMACEUTICALS, INC.,
a Delaware corporation,


By: /s/ James E. Fickenshear
    ---------------------------------
Its: Chief Financial Officer
     --------------------------------


NEOSE TECHNOLOGIES, INC.,
a Delaware corporation,


By: /s/ George J. Vergis, Ph.D.
    ---------------------------------
Its: President and CEO
     --------------------------------


ARE-PA REGION NO. 6, LLC,
a Delaware limited liability company

By: ALEXANDRIA REAL ESTATE EQUITIES,
    L.P., a Delaware limited
    partnership, managing member

    By: ARE-QRS CORP.,
        a Maryland corporation,
        general partner


By: /s/ Jennifer J. Pappas
    ------------------------------------
  Vice President and Assistant Secretary
a --------------------------------------


                                        7



                                    EXHIBIT A

                       COPY OF PROPERTY ACCESS AGREEMENTS

                      PRE-CLOSING PROPERTY ACCESS AGREEMENT

     THIS IS A PRE-CLOSING PROPERTY ACCESS AGREEMENT dated September __, 2006
between Neose Technologies, Inc. ("Neose") and Auxilium Pharmaceuticals, Inc.
("Auxilium") relating to the property located at 102 Witmer Road, Horsham,
Pennsylvania (the "Property").

                                   BACKGROUND

     Neose is the current owner of the Property, and Auxilium desires to become
the lessee of the Property upon its sale to ARE-PA Region No. 6, LLC
("Alexandria"). Simultaneously with the execution hereof, Neose and Alexandria
have entered into a Purchase and Sale Agreement and Joint Escrow Instructions
("Agreement of Sale") for the sale and purchase of the Property, and Auxilium
and Alexandria have entered into a Lease (the "Lease") for the lease of the
Property.

     The parties anticipate the closing on the sale of the Property pursuant to
the Agreement of Sale will occur on or about September __, 2006 (the "Closing").
A condition to Closing is that the Lease has been executed and the commencement
date of the term of the Lease will be the date of Closing. Auxilium has
requested and Neose has agreed to permit Auxilium to enter the Property and to
commence making certain alterations and improvements thereto prior to the date
of Closing pursuant to the terms and conditions of this Agreement. In addition,
Neose and Auxilium are simultaneously entering into a Post-Closing Property
Access Agreement pursuant to which, among other things, Neose shall be permitted
to remain in occupancy of certain portion of the Property and Neose and Auxilium
shall share certain facilities within the Property ("Post-Closing Agreement").

     In consideration of the mutual premises and covenants contained herein and
intending to be legally bound hereby, the parties agree as follows:

                                      TERMS

ACCESS.

Activities. Subject to the terms and conditions of this Agreement, Auxilium
shall be permitted, with charge, to enter and use the portions of the Property
shaded in Schedule 1.1 (the "Access Area") and have access to the equipment in
the Access Area (the "Access Equipment") prior to the Closing in order to
conduct the activities listed in Sections 1.1.1 and 1.1.2 (collectively, the
"Work), all of which shall be performed at the sole cost and expense of
Auxilium, during normal business hours, as follows:

From and after the date hereof, upon reasonable notice to Neose and without
unreasonably interfering with Neose operations, Auxilium may conduct facility
touring, walk-down, and engineering surveys, without manipulating (e.g., turning
valves or dials, adjusting settings, turning off or on) any equipment absent
Neose consent, and may store such equipment as is approved in advance by Neose
("Approved Equipment") and materials approved in advance by Neose ("Approved
Materials") in the Access Area, other than in the Pilot Plant, and at 201 Witmer
Road, Horsham, Pennsylvania;

From and after the later of the date hereof and August 18, 2006, Auxilium may
begin engineering modifications, approved in accordance with Section 2.1,
consisting of nitrogen supply and distribution piping, local control of gas at
fermenter, and potential agitation


                                        8



modifications of fermenter in the Access Area to Access Equipment, bring any
additional Approved Materials, into the development areas (outside the Pilot
Plant core) as shown in Schedule 1.1, and perform any other modifications that
the parties agree to in writing.

From and after the later of four (4) business days after the date hereof and
August 24, 2006, Auxilium shall have the exclusive use of the cubicles and
offices shown in Schedule 1.1.3.

From and after the later of the date hereof and September 1, 2006, Auxilium
shall have the right to bring Approved Materials into the Pilot Plant and
conduct engineering run batch manufacturing in the Expanded Access Area as
delineated in Schedule 1.1.4.

     Interference; Compliance. Auxilium will use commercially reasonable efforts
to ensure that neither the Work, the use of Approved Materials nor Auxilium's
access to the Property will unreasonably interfere with Neose's operations at
the Property or cause any harm or destruction to or contamination of the
Property. Neose and Auxilium shall cooperate with each other in order to
implement such procedures and protocol as are reasonable or necessary to ensure
the safety of each other's personnel and to ensure noninterference with each
party's business operations. Auxilium's use and occupancy of the Property,
including its use of Approved Materials and the conduct of the Work, shall at
all times comply with all applicable laws, regulations, ordinances, safety
requirements and SOPs of Neose ("Laws and Requirements"). Except as expressly
permitted herein or with the prior written consent of Neose, Auxilium will not
bring onto the Property or use any materials other than the Approved Materials.
Auxilium and Neose will comply with the procedures agreed upon by the parties.

MANNER OF WORK.

Auxilium shall take all commercially reasonable precautions to perform all the
Work in such a manner to prevent: (i) damage to the Property and the personal
property of Neose; (ii) the creation of hazardous or dangerous conditions; (iii)
the deposit or release of any hazardous or toxic substances or materials, at,
on, about or under the Property; (iv) unreasonable interferences with Neose's
normal business operations; and (v) the violation of Neose's safety and security
requirements. All Work shall be done in a good and workmanlike manner, in
accordance with all applicable Laws and Requirements and in accordance with
plans and specifications approved by Alexandria and Neose. Neose agrees that
wherever this Agreement requires its approval or consent that its response shall
not be unreasonably withheld, conditioned, delayed or denied and that its
consent or approval shall be granted so long as Auxilium's actions will not
unreasonably interfere with Neose's use and occupancy of the Property or with
any equipment other than the Access Equipment and shall not reasonably be
anticipated to cause a material adverse affect to the structure or the
improvements at the Property or its systems. Auxilium, at its sole costs and
expense, shall obtain any and all necessary governmental approvals and permits
for the conduct of the Work and Neose, at no expense to it, agrees to cooperate
with Auxilium in connection with obtaining any such permits and approvals.

In connection with any Work, Auxilium shall not permit the attachment of any
mechanic's lien, materialman's lien, or any other lien, claim or encumbrance
("Encumbrance") against the Property. In the event of such Encumbrance, Auxilium
shall bear all cost and expense related to the defense or removal of same and
indemnify and hold Neose harmless from any actual and documented cost or expense
(including reasonable attorneys' fees) which Neose may incur in connection
therewith. Prior to performing any Work, Auxilium shall cause its contractors
and


                                        9


suppliers to file with the Prothonotary of Montgomery County, Pennsylvania duly
executed waivers of mechanic's liens and/or materialman's liens, as applicable.

The Access Area shall be made available pursuant to this Agreement to Auxilium
on an As-Is, Where-Is basis. Neose shall have no obligation to provide any
improvements, alterations or modifications to the Property, nor shall Neose be
obligated to provide Auxilium with any allowances for any of the foregoing.
Neose shall supply the Access Area with utilities to the extent that any such
utilities are currently being provided to the Access Area. In the event Neose
removes any fixtures or equipment from the Access Area, Neose shall be
responsible, at its sole cost and expense, to repair all damage caused by such
removal.

RESTORATION. If, for any reason, the Closing under the Agreement of Sale is not
consummated on or before September 15, 2006, upon written notice by Neose,
Auxilium will vacate the Property within 5 business days. In the event that
Auxilium has begun an engineering run when such termination notice is received,
Auxilium will vacate the Property within 15 business days. In accordance with
such termination notice, Auxilium will restore the Access Area and Access
Equipment and all parts thereof to their respective conditions prior to
Auxilium's entry, including, but not limited to, removal of all of Auxilium's
property, fixtures and equipment and decontamination of the Property and any and
all parts thereof. In addition, Auxilium shall decontaminate the Property to
remove any contamination of the Property resulting from the Approved Materials
and the equipment, fixtures and other property located therein and all surfaces
of, on, about or beneath any of the foregoing. If the Work shall necessitate a
repair or clean-up, then following Neose's approval of Auxilium's plan to repair
and clean-up the Property, Auxilium, under Neose's supervision, shall repair and
clean-up the Property to its pre-occupancy condition as determined by Neose in
its reasonable discretion.

INSURANCE.

Auxilium shall, at its expense, maintain or cause its contractors to maintain
during the period of access hereunder commercial general liability insurance,
including contractual liability insurance and property damage insurance under
policies issued by insurers licensed to conduct business in the state wherein
the Property is located, with per occurrence limits of not less than $5 Million
for bodily injury, or death and damage to or destruction of property (including
the loss of use thereof), $5 Million combined aggregate, and workers'
compensation at statutory limits. Additionally, Auxilium or its contractors, as
applicable, shall provide the following coverages: contractor's pollution
liability with limits of $1 Million per occurrence and $2 Million aggregate.
Such policies shall name Neose, Alexandria, Alexandria Real Estate Equities,
Inc., and its and their respective officers, directors, members, and employees
as additional insureds. Auxilium shall deliver to Neose certificates of
insurance evidencing such coverage prior to entering upon the Property. Such
certificates shall contain a provision that same shall not be cancelled or the
coverage materially altered without first giving at least thirty days' prior
written notice to Neose.

     Any policy or policies of fire, extended coverage or similar property
insurance, which either party obtains in connection with the Property, shall
include a clause or endorsement denying the insurer any rights of subrogation
against the other party for all perils covered by such policy. Any provision of
this Agreement to the contrary notwithstanding, Neose and Auxilium hereby
release the other from any and all liability or responsibility to the other or
anyone claiming through or under them by way of subrogation or otherwise (a)
from any and all liability for any loss or damage to the property of the
releasing party, (b) for any loss or damage that may result, directly or
indirectly, from the loss or damage to such property (including rental value and
business interruption), and (c) from legal liability for any loss or damage to
property


                                       10



(no matter who the owner of the property may be), all to the extent that the
releasing party's loss or damage is insured or, if not insured, was insurable
under commercially available "special form" property insurance policies,
including additional coverages typically obtained by owners and users of
comparable facilities, even if such loss or damage or legal liability shall be
caused by or result from the fault or negligence of the other party or anyone
for whom such party may be responsible and even if the releasing party is
self-insured in whole or in part or the amount of the releasing party's
insurance is inadequate to cover the loss or damage or legal liability. It is
the intention of the parties that Neose and Auxilium shall look solely to their
respective insurance carriers for recovery against any such property loss or
damage or legal liability, without such insurance carriers having any rights of
subrogation against the other party.

ELIGIBLE EMPLOYEES. In connection with the transfer of the Property to Auxilium
under the Lease and effective as of the Closing, Neose shall make available for
hire by Auxilium the employees listed in Schedule 5 (each an "Eligible
Employee"). Auxilium shall be permitted to engage the services of any of the
Eligible Employees on such terms and conditions as may be agreed by Auxilium and
the applicable employee, if any. Except with the prior written consent of Neose,
Auxilium shall not, for a period of one year following the Closing, directly or
indirectly (other than by general advertising) solicit for employment or hire
any person who has been employed by Neose at any time during the one-month
period prior to the date hereof, unless such employee is an Eligible Employee or
if such employee's employment has been terminated by Neose. The parties agree
that the confidentiality provisions of the CDA (as defined in Section 13 below)
shall not preclude a party from advising an employee or former employee of Neose
of the terms of this Section 5.

COOPERATION.

Cooperation. Neose and Auxilium shall cooperate with each other in establishing
and implementing such procedures and protocol as are necessary or appropriate to
ensure the safety of the Work and Auxilium's activities at the Property prior to
Closing.

Working Committee. Neose and Auxilium hereby establish a working committee
("Working Committee"), which shall be responsible for the cooperation necessary
to allow Auxilium to conduct the Work and to protect the Property and Neose
employees and for communication and resolution of issues between the parties.
The Working Committee shall consist of two representatives who will be
authorized to act for the parties hereunder (respectively, "Neose's
Representatives" and "Auxilium's Representatives", and together, the
"Representatives"). The Representatives shall be available to attend regularly
scheduled and special meetings with each other in person or by conference call.
It is expected that regular meetings will be held weekly and may also be
attended by employees or representatives of either party other than the
Representatives.

Appointment of Representatives. Auxilium's Representatives will be Ben Del Tito
and Michael Cowan, and Neose's Representatives will be H. James White and Hoyt
Emmons. Each Party may remove and replace its Representatives on the Working
Committee at any time, without cause, upon written notice to the other Party.
Each party's Representatives shall have the authority to act on such party's
behalf at all times and with respect to issues relating to the performance of
the Work and the use and occupancy of the Property by Auxilium prior to Closing.

COMMISSIONS. If and when the Lease is fully executed and Closing occurs, Neose
shall be responsible for paying Studley, Inc. (Auxilium's broker) and Trammel
Crow Company (Neose's


                                       11



Broker) (collectively, "Brokers") a commission pursuant to a separate agreement
between such Brokers and Neose. Neose and Auxilium represent and warrant to each
other that the Brokers are the sole brokers with whom each has negotiated in
bringing about the Lease and each party agrees to indemnify and hold the other
harmless from any and all claims of other brokers and expenses in connection
therewith arising out of a misrepresentation hereunder.

ASSIGNMENT. Auxilium shall not be permitted to assign its rights or obligations
hereunder.

TERM. This Agreement shall expire and terminate effective as of Closing except
with respect to the obligations of the parties set forth in Sections 7, 10 and
11, which shall survive Closing. In the event Closing does not occur on or
before September 15, 2006, Neose shall be permitted to terminate this Agreement
and all rights of Auxilium in and to the Property upon written notice to
Auxilium whereupon Auxilium shall vacate the Property and restore the Access
Area, the Expanded Access Area and Access Equipment as provided in Section 3.

INDEMNITY.

Auxilium shall indemnify, defend and hold Neose free and harmless from and
against any and all claims, liabilities, damages, losses, actual and documented
costs or expenses (including reasonable attorneys' fees) to the extent arising
from Auxilium's activities on the Property; any act or omission of Auxilium or
anyone acting by or on behalf of Auxilium at or about the Property in connection
with this Agreement or otherwise; any use or the presence at the Property of
Approved Materials; and any failure of Auxilium to comply with the terms of this
Agreement. Neose 's consent to any Work shall not be a basis of liability to and
shall in no way diminish the generality of this indemnity or the scope of any of
Auxilium's obligations or covenants contained in this Agreement.

Neose shall indemnify, defend and hold Auxilium free and harmless from and
against any and all claims, liabilities, damages, losses, actual and documented
costs or expenses (including reasonable attorneys' fees) to the extent arising
from (i) any claim by a third party alleging injury due to the negligence, gross
negligence or willful misconduct of Neose, and (ii) any grossly negligent act or
willful misconduct of Neose or anyone acting by or on behalf of Neose at or
about the Property.

RELEASE. In order to induce Neose to permit Auxilium to access the Property and
conduct activities and the Work thereon, Auxilium, on behalf of itself, its
officers, employees, representatives, agents and contractors (collectively,
"Auxilium Releasors") hereby expressly RELEASE AND FOREVER DISCHARGE Neose, its
employees, agents, contractors and representatives (collectively, "Neose
Releasees") from any and all expenses, losses, costs, liabilities, claims,
causes of action, demands and damages for loss, damage, injury or death to the
Neose Releasees, or any of them (except to the extent resulting from the gross
negligence or willful misconduct of the Neose Releasees), or damage to the
property of Auxilium Releasors, or any of them, arising out of or in connection
with the Auxilium's use and occupancy of the Property arising at any time
including, but not limited to, the performance of Work on the Property.

CONFIDENTIALITY. The parties hereby amend the Confidentiality and Non-Disclosure
Agreement between the parties dated as of March 1, 2006 (the "CDA") to extend
term of the CDA through the term of this Agreement and the Post-Closing
Agreement, and the CDA shall remain in full force and effect throughout the term
of this Agreement and the Post-Closing Agreement. Nothing herein shall modify
the survival of any provision of the CDA after such term as currently


                                       12


provided therein. This Agreement is subject and subordinate in all respects to
the Consent to Property Access Agreements of even date herewith among
Alexandria, Neose, and Auxilium.

MISCELLANEOUS.

This Agreement may be executed in several counterparts, all of which constitute
one and the same instrument.

This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania.

The language of this Agreement shall be construed according to its normal and
usual meaning and not strictly for or against either Neose or Auxilium. The rule
of construction which allows a court to construe a document more strictly
against its author shall not govern the interpretation of this Agreement.

If any provision of this Agreement, or its application to any situation, shall
be invalid or unenforceable to any extent, the remainder of this Agreement, or
the application thereof to situations other than as to which it is invalid or
unenforceable, shall not be affected thereby, and every provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.

This Agreement, together with the Post-Closing Agreement and the CDA,
constitutes the entire agreement, and supersedes the letter agreement dated July
26, 2006, between the parties relating to the subject matter hereof, and may be
amended only by written agreement of the parties. No representations,
inducements, promises or agreements, oral or otherwise, between Neose or
Auxilium or any of their respective brokers, employees or agents, not embodied
herein, shall be of any force or effect.

This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their heirs, executors, administrators, successors and permitted
assigns.

Notices. All notices provided for or permitted under this Agreement shall be in
writing and shall be: (i) delivered personally; (ii) sent by facsimile with
return facsimile confirmation; (iii) sent by commercial overnight courier with
written verification of receipt; or (iv) sent by certified or registered U.S.
mail, postage prepaid and return receipt requested, to the party to be notified,
at the address for such party set forth below, or at such other address of which
such party has provided notice in accordance with the provisions of this
paragraph:

          To Auxilium:   Auxilium Pharmaceuticals, Inc.
                         Attn: General Counsel
                         40 Valley Stream Parkway
                         Malvern, PA 19355
                         Fax: (484) 321-2208

          To Neose:      Neose Technologies, Inc.
                         Attn: General Counsel
                         102 Witmer Road
                         Horsham, PA 19044


                                       13



Notices shall be deemed effective (i) if delivered in person, when delivered;
(ii) if delivered by facsimile, on the date of receipt of facsimile
confirmation; (iii) if delivered by commercial overnight courier, on the date of
written verification of receipt; or (iv) if delivered by certified or registered
U.S. mail, five business days after deposit in the mail.

Neose and Auxilium agree that time is of the essence of this Agreement.


                                       14



     IN WITNESS WHEREOF, Neose and Auxilium, intending to be legally bound
hereby, have signed this Agreement as of the day and year first above written.

Neose Technologies, Inc.                Auxilium Pharmaceuticals, Inc.


By:                                     By:
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------


                                       15



                                  SCHEDULE 1.1

                                   Access Area

                                  (FLOOR PLAN)

102 Witmer - Pre-Close Agreement


                                       16


                                 Schedule 1.1.3

                              Cubicles and Offices

                                  (FLOOR PLAN)

102 Witmer - Pre-Close Agreement


                                       17



                                 Schedule 1.1.4

                              Expanded Access Area

                                  (FLOOR PLAN)

102 Witmer - Pre-Close Agreement


                                       18



                                   Schedule 5

                               Eligible Employees


                                       19



                     POST-CLOSING PROPERTY ACCESS AGREEMENT

     THIS POST-CLOSING PROPERTY ACCESS AGREEMENT, dated September __, 2006, but
intended to be effective as of (and expressly conditioned on) the Closing (as
defined herein), is between Neose Technologies, Inc. ("Neose") and Auxilium
Pharmaceuticals, Inc. ("Auxilium") relating to the property located at 102
Witmer Road, Horsham, Pennsylvania (the "Property").

                                   BACKGROUND

     Neose is the current owner of the Property, and Auxilium desires to become
the lessee of the Property upon its sale to ARE-PA Region No. 6, LLC
("Alexandria"). Simultaneously with the execution hereof, Neose and Alexandria
have entered into a Purchase and Sale Agreement and Joint Escrow Instructions
("Agreement of Sale") for the sale and purchase of the Property, and Auxilium
and Alexandria have entered into a Lease (the "Lease") for the lease of the
Property.

     The parties anticipate the closing on the sale of the Property pursuant to
the Agreement of Sale will occur on or about September __, 2006 (the "Closing").
Pursuant to a Pre-Closing Property Access Agreement of even date herewith
("Pre-Closing Agreement") between Auxilium and Neose, Neose has agreed to permit
Auxilium to enter the Property and to commence making certain alterations and
improvements thereto prior to the date of Closing. In addition, Neose has
requested and Auxilium has agreed that, following the Closing, Neose shall be
permitted to remain in occupancy of certain portions of the Property and that
Neose and Auxilium shall share certain facilities within the Property in
accordance with the terms and conditions of this Agreement.

                                      TERMS

     In consideration of the mutual promises and covenants contained herein and
intending to be legally bound hereby, the parties agree as follows:

NEOSE ACCESS.

          Spaces. Upon Closing and consummation of the Lease, Auxilium hereby
     gives to Neose from the date of the Closing through February 28, 2007: (a)
     the exclusive right to use and occupy the laboratory and office areas of
     the Property designated as Neose Space in Schedule 1.1 ("Neose Space"), (b)
     the non-exclusive right in common with Auxilium to use and occupy the areas
     of the Property designated as Shared Space in Schedule 1.1 ("Shared
     Space"), (c) the non-exclusive right in common with Auxilium to use the
     Property's parking lot reasonably sufficient to accommodate Neose's access
     hereunder ("Parking Space"), (d) the non-exclusive right in common with
     Auxilium to use all corridors and other means of access to the Neose Space,
     the Shared Space and the Parking Space (together with the Neose Space, the
     Shared Space and the Parking Space, the "Spaces") and (e) the non-
     exclusive right in common with Auxilium to use the fax machines and copiers
     conveyed to Alexandria pursuant to the Agreement of Sale, and which are
     being leased by Alexandria to Auxilium pursuant to the Lease. The foregoing
     rights to use and occupy the Spaces shall be free of any and all charges.
     Each party agrees that access to the Shared Space by both parties may
     require schedules to be coordinated and/or changed from time to time to
     enable each party to carry out its regular business objective. Neose and
     Auxilium shall endeavor to have a working schedule in place by the Closing.
     Each party agrees that it shall provide notice to the other as soon as it
     is determined that a reasonable change to an agreed schedule is required.
     All schedules and reasonable changes to existing schedules shall be
     coordinated through the Representatives described below. The Spaces will be
     made


                                       20



     available to Neose on an "As-Is, Where-Is" basis, without representation or
     warranty of any kind and Neose expressly accepts the Spaces on such basis.

          Compliance. Neose will use reasonable commercial efforts to ensure
     that neither Neose's access to the Property, the occupancy of the Spaces,
     nor the conduct of its operations will interfere with Auxilium's operations
     at the Property or cause any harm or destruction to or contamination of the
     Property. Auxilium will use reasonable commercial efforts to ensure that
     Neose will have the right of quiet enjoyment of the Spaces and will be able
     to conduct its operations. Neose's use and occupancy of the Property shall
     at all times comply with all applicable laws, regulations, ordinances,
     safety requirements and SOPs of Auxilium ("Laws and Requirements").
     Auxilium and Neose will comply with all procedures agreed upon by the
     parties.

          Alterations. Neose shall not make any installations, improvements,
     additions, alterations, or attachments to the Spaces without the prior
     consent of Auxilium, such consent not to be unreasonably withheld or
     delayed. Neose, at its sole cost and expense, shall immediately repair any
     damage caused to the Spaces by Neose, its employees, invitees or
     contractors following the Closing.

          Calibrations. Between the Closing and September 15, 2006, Neose and
     its calibration vendor, Integrated Service Solutions, shall have the right
     of access to the pilot plant, upon reasonable notice and during normal
     business hours, for the purpose of executing terminal calibrations and
     other calibrations due on Conveyed Equipment.

COOPERATION.

          Cooperation. Neose and Auxilium shall cooperate with each other in
     order to agree upon and implement such reasonable procedures and reasonable
     protocol as are reasonably necessary to ensure the safety of each other's
     personnel and to ensure noninterference with each party's business
     operations. It is understood that, during the period of this Agreement,
     certain equipment designated as Shared Equipment in Schedule 2.1 will be
     shared by the parties. The parties agree to cooperate with each other with
     respect to the use of the Shared Equipment and any issues with respect to
     the use of the Shared Equipment shall be referred to the Working Committee
     (as defined below). It is also understood that, until Neose vacates the
     Property, Auxilium shall have the right to use up to fifty (50) lines of
     the existing telephone system serving the Property.

          Facility Employees. Neose and Auxilium agree that the facility
     employees listed in Schedule 2.2 (each a "Facility Employee") shall,
     regardless of which party employs them, continue to work together in an
     integrated manner to perform their current job duties of maintaining the
     Property for the benefit of both Neose and Auxilium and the Property, 201
     Witmer Road, and 102 Rock Road, Horsham, PA. During the thirty-day period
     commencing on the date of Closing, to the extent he remains an employee of
     Neose, Neose will, upon reasonable notice and subject to his availability,
     make Chris Garges available to Auxilium to answer questions and otherwise
     provide information about the use of the Property, up to an aggregate
     maximum of 20 hours.

          Working Committee. Neose and Auxilium hereby establish a working
     committee ("Working Committee"), which shall be responsible for the
     cooperation necessary to allow Auxilium and Neose to protect their
     employees and conduct their operations to manage the Facility Employees,
     and for communication and resolution of issues between the parties.


                                       21



     The Working Committee shall consist of two representatives who will be
     authorized to act for the parties hereunder (respectively, "Neose's
     Representatives" and "Auxilium's Representatives", and together, the
     "Representatives"). The Representatives shall be available to attend
     regularly scheduled and special meetings with each other in person or by
     conference call. It is expected that regular meetings will be held weekly
     and may also be attended by employees or representatives of either party
     other than the Representatives.

          Appointment of Representatives. Auxilium's Representatives will be Ben
     Del Tito and Michael Cowan, and Neose's Representatives will be James White
     and Hoyt Emmons. Each Party may remove and replace its Representatives on
     the Working Committee at any time, without cause, upon written notice to
     the other Party. Each party's Representatives shall have the authority to
     act on such party's behalf at all times and with respect to issues relating
     to this Agreement.

          Dispute. In the event the Working Committee shall fail to mutually
     resolve any matter it is responsible for hereunder, Neose and Auxilium
     agree to submit such matter to the senior management of each party for
     mutual resolution. In the event the senior management shall fail to
     mutually resolve such matter, Neose and Auxilium agree to submit such
     matter pursuant to the Expedited Procedures provisions of the Arbitration
     Rules for the Real Estate Industry of the AAA (presently Rules 56 through
     60); provided, however, that with respect to any such arbitration, (i) the
     list of arbitrators referred to in Rule 57 shall be returned within five
     (5) business days from the date of mailing, (ii) the parties shall notify
     the AAA, by telephone of any objections to the arbitrator appointed, within
     four (4) days after such appointment, and will have no right to object if
     the arbitrator so appointed was on the list submitted by the AAA and was
     not objected to in accordance with Rule 57, (iii) the notice of hearing
     referred to in Rule 58 shall be four (4) days in advance of the hearing,
     (iv) the hearing shall be held within seven (7) days after the appointment
     of the arbitrator, and (v) the arbitrator shall have no right to award
     damages.

          INSURANCE.

               Neose shall, at its expense, maintain or cause its contractors to
     maintain during the period of access hereunder commercial general liability
     insurance, including contractual liability insurance and property damage
     insurance under policies issued by insurers licensed to conduct business in
     the state wherein the Property is located, with per occurrence limits of
     not less than $5 Million for bodily injury, or death and damage to or
     destruction of property (including the loss of use thereof), $5 Million
     combined aggregate, and workers' compensation at statutory limits. Such
     policies shall name Auxilium, Alexandria, Alexandria Real Estate Equities,
     Inc., and its and their respective officers, directors, members, and
     employees as additional insureds. Neose shall deliver to Auxilium and
     Alexandria certificates of insurance evidencing such coverage prior to
     entering upon the Property. Such certificates shall contain a provision
     that same shall not be cancelled or the coverage materially altered without
     first giving at least thirty days' prior written notice to Auxilium and
     Alexandria.

               Any policy or policies of fire, extended coverage or similar
     property insurance, which either party obtains in connection with the
     Property, shall include a clause or endorsement denying the insurer any
     rights of subrogation against the other party for all perils covered by
     such policy. Any provision of this Agreement to the contrary
     notwithstanding, Neose and Auxilium hereby release the other from any and
     all liability or responsibility to the other or anyone claiming through or
     under them by way of subrogation


                                       22



     or otherwise (a) from any and all liability for any loss or damage to the
     property of the releasing party, (b) for any loss or damage that may
     result, directly or indirectly, from the loss or damage to such property
     (including rental value and business interruption), and (c) from legal
     liability for any loss or damage to property (no matter who the owner of
     the property may be), all to the extent that the releasing party's loss or
     damage is insured or, if not insured, was insurable under commercially
     available "special form" property insurance policies, including additional
     coverages typically obtained by owners and users of comparable facilities,
     even if such loss or damage or legal liability shall be caused by or result
     from the fault or negligence of the other party or anyone for whom such
     party may be responsible and even if the releasing party is self-insured in
     whole or in part or the amount of the releasing party's insurance is
     inadequate to cover the loss or damage or legal liability. It is the
     intention of the parties that Neose and Auxilium shall look solely to their
     respective insurance carriers for recovery against any such property loss
     or damage or legal liability, without such insurance carriers having any
     rights of subrogation against the other party.

INDEPENDENT CONTRACTORS. Neose and Auxilium are independent contractors
hereunder and, except as otherwise provided herein, shall conduct their
respective businesses as they may determine, and neither party, nor any officer,
employee or agent of either party, shall have the authority to bind the other
party in any way whatsoever, or to accept service of legal process for and on
behalf of the other party pursuant to this Agreement. Neither Neose nor Auxilium
shall be deemed in any way or for any purpose, to have become, by the execution
of this Agreement or any action taken hereunder, a partner of the other party in
its business or a joint venturer or a member of a joint enterprise with the
other party.

TECHNICAL INFORMATION. Pursuant to the Agreement of Sale, Neose is conveying to
Alexandria, to the extent available and in its possession, Neose's
non-proprietary standard operating procedures specifically relating to the
Property and the maintenance of the personal property being conveyed by Neose to
Alexandria at Closing pursuant to the Agreement of Sale ("Conveyed Equipment"),
validation protocols for all Conveyed Equipment and facility systems, and
equipment turnover packages and equipment history files relating to the Conveyed
Equipment and facility systems ("Technical Information"). Neose agrees that
Alexandria may share the Technical Information with Auxilium. Auxilium agrees
that, during the term of this Agreement, the Technical Information will be
retained at the Property and that Neose may make copies of any or all of the
Technical Information. Neose agrees that it shall not remove any of the Conveyed
Equipment or Technical Information (except as necessary to make copies). Neose
further agrees that, upon expiration or earlier termination of this Agreement,
Neose shall leave all the Conveyed Equipment and Technical Information (other
than copies made by Neose) at the Property. Neose acknowledges that, to the
extent Auxilium supplements or modifies the Technical Information after the
Closing, Neose will have no rights with respect to such supplemental or modified
Technical Information.


                                       23



WAREHOUSE FACILITY. Subject to Neose's landlord's consent, and a separate
agreement among such landlord, Auxilium and Neose, Neose will assign or sublet
the warehouse space at 201 Witmer Road, Horsham, PA to Auxilium effective as of
the Closing for the remainder of the current lease term, at the same current
lease rates and charges, and Auxilium will allow Neose to occupy a portion of
the warehouse space as designated in Schedule 6, free of charge, for the
remainder of the current lease term. Within two (2) days from the date hereof,
Neose shall request the landlord of 201 Witmer Road to consent to the foregoing
described lease assignment or sublease.

SURRENDER. As of February 28, 2007, Neose shall (i) vacate and surrender the
Spaces to Auxilium in broom clean condition, (ii) remove all of Neose's
property, fixtures and equipment (including the components of the existing
telephone system not included as part of the Conveyed Equipment other than
cabling, wires and connections within walls, above ceilings or beneath floors)
from the Spaces, (iii) restore any damage caused by the removal of any property,
fixtures and equipment of Neose, (iv) decontaminate, repair, or clean-up the
Spaces to remove any contamination from the Spaces resulting from Neose's
operations following Closing to standards reasonably acceptable to Auxilium and
(v) remove the exterior hazardous materials shed from the Property and any
contamination resulting from the shed following Closing to standards reasonably
acceptable to Auxilium.

ASSIGNMENT. Auxilium and Neose shall not be permitted to assign their rights or
obligations hereunder.

TERM. This Agreement shall expire and terminate effective as of February 28,
2007, except with respect to the obligations of the parties set forth in
paragraphs 4, 6, 8, 9, and 11 which shall survive termination. If Neose fails to
vacate the Property by 12:00 a.m. on March 1, 2007 for any reason, then for each
and every day that Neose fails to so vacate, it shall pay to Auxilium the sum of
$1,000 per day. This charge shall not limit Auxilium's right to seek such other
remedies as may be available to Auxilium either at law or in equity.

MECHANIC'S LIENS. Neose shall not cause or permit the attachment of any
mechanic's lien, materialman's lien, or any other lien, claim or encumbrance
("Encumbrance") against the Property. In the event of such Encumbrance, Neose
shall bear all cost and expense related to the defense or removal of same and
indemnify and hold Auxilium harmless from any actual and documented cost or
expense (including reasonable attorneys' fees) which Auxilium may incur in
connection therewith.

INDEMNITY.

          Neose shall indemnify, defend and hold Auxilium free and harmless from
     and against any and all claims, liabilities, damages, losses, actual and
     documented costs or expenses (including reasonable attorneys' fees) to the
     extent arising from Neose's activities on the Property; any act or omission
     of Neose or anyone acting by or on behalf of Neose at or about the Property
     in connection with this Agreement or otherwise; and any failure of Auxilium
     to comply with the terms of this Agreement.

          Auxilium shall indemnify, defend and hold Neose free and harmless from
     and against any and all claims, liabilities, damages, losses, actual and
     documented costs or expenses (including reasonable attorneys' fees) to the
     extent arising from (i) any claim by a third party alleging injury due to
     the negligence, gross negligence or willful misconduct of Auxilium, and


                                       24



     (ii) any grossly negligent act or willful misconduct of Auxilium or anyone
     acting by or on behalf of Auxilium at or about the Property.

RELEASE. In order to induce Auxilium to permit Neose to access the Property,
Neose, on behalf of itself, its officers, employees, representatives, agents and
contractors (collectively, "Neose Releasors") hereby expressly RELEASE AND
FOREVER DISCHARGE Auxilium, its employees, agents, contractors and
representatives (collectively, "Auxilium Releasees") from any and all expenses,
losses, costs, liabilities, claims, causes of action, demands and damages for
loss, damage, injury or death to the Auxilium Releasees, or any of them (except
to the extent resulting from the gross negligence or willful misconduct of the
Auxilium Releasees), or damage to the property of Neose Releasors, or any of
them, arising out of or in connection with the Neose's use and occupancy of the
Property.

SERVICE CONTRACTS.

          As of Closing, Neose (i) hereby assigns, transfers and sets over unto
     Auxilium, and as of Closing Auxilium hereby accepts, all Neose's rights,
     title and interest in and to those certain contracts listed in Part A of
     Schedule 13.1, which Contracts pertain solely to the Property or Conveyed
     Equipment and are immediately assignable ("Assignable Contracts"), and (ii)
     will cooperate with Auxilium to obtain the consent of the other party to,
     and assign, transfer, and set over to Auxilium the contracts listed in Part
     B of Schedule 13.1, which contracts pertain solely to the Property or
     Conveyed Equipment and require consent for assignment ("Consent Contracts"
     and together with the Assignable Contracts, the "Contracts"). From and
     after the Closing, Neose and Auxilium will use commercially reasonable
     efforts to arrange for the transfer to Auxilium the rights and obligations
     under the contracts listed in Part C of Schedule 13.1, which rights and
     obligations relate solely to the Property or Conveyed Equipment ("Combined
     Contracts").

          Neose represents and warrants to Auxilium that: (a) the Contracts have
     not been assigned previously and are not subject to any lien or
     encumbrance, (b) all sums required to be paid as of the date hereof under
     the Contracts have been paid, and (c) the copies of the Contracts
     previously provided to Auxilium are true correct and complete and
     constitute the entire agreement between Neose and the respective
     contractors under the Contracts.

          Neose shall be responsible for the observance and performance of all
     its agreements and obligations under the Contracts arising prior to
     Closing.

          Auxilium hereby assumes and agrees to perform all of the covenants,
     agreements and obligations of Neose arising out of or relating to the
     Contracts which first arise and relate to the period from and after the
     Closing.

          Neose shall to the extent permitted by law, defend, protect, indemnify
     and save harmless Auxilium from and against any and all liabilities, suits,
     actions, losses, damages, costs and expenses, including without limitation
     counsel fees, suffered or incurred by Auxilium resulting from or relating
     to any failure by Neose to observe or perform any of its agreements or
     obligations under the Contracts prior to Closing.

          Auxilium shall defend, protect, indemnify and save harmless Neose from
     and against any and all liabilities, suits, actions, losses, damages, costs
     and expenses, including without limitation counsel fees, suffered or
     incurred by Neose resulting from or relating to any failure


                                       25



     by Auxilium to observe or perform any of its agreements or obligations
     under the Contracts on or after the Closing.

          At Closing, the expenses relating to the Contracts shall be prorated
     between Auxilium and Neose and Auxilium shall pay to Neose the amount that
     Neose has paid prior to Closing for post-Closing time periods.

MISCELLANEOUS.

          This Agreement may be executed in several counterparts, all of which
     constitute one and the same instrument.

          This Agreement shall be governed by and construed in accordance with
     the laws of the Commonwealth of Pennsylvania.

          The language of this Agreement shall be construed according to its
     normal and usual meaning and not strictly for or against either Neose or
     Auxilium. The rule of construction which allows a court to construe a
     document more strictly against its author shall not govern the
     interpretation of this Agreement.

          If any provision of this Agreement, or its application to any
     situation, shall be invalid or unenforceable to any extent, the remainder
     of this Agreement, or the application thereof to situations other than as
     to which it is invalid or unenforceable, shall not be affected thereby, and
     every provision of this Agreement shall be valid and enforceable to the
     fullest extent permitted by law.

          This Agreement, together with the Pre-Closing Agreement and the
     Confidentiality and Nondisclosure Agreement dated March 1, 2006, as amended
     by the Pre-Closing Agreement, constitutes the entire agreement, and
     supersedes the letter agreement dated July 26, 2006, between the parties
     relating to the subject matter hereof, and may be amended only by written
     agreement of the parties. No representations, inducements, promises or
     agreements, oral or otherwise, between Neose or Auxilium or any of their
     respective brokers, employees or agents, not embodied herein, shall be of
     any force or effect. This Agreement is subject and subordinate in all
     respects to the Consent to Property Access Agreements of even date herewith
     among Alexandria, Neose, and Auxilium.

          This Agreement shall be binding upon and shall inure to the benefit of
     the parties hereto, their heirs, executors, administrators, successors and
     permitted assigns.

          Notices. All notices provided for or permitted under this Agreement
     shall be in writing and shall be: (i) delivered personally; (ii) sent by
     facsimile with return facsimile confirmation; (iii) sent by commercial
     overnight courier with written verification of receipt; or (iv) sent by
     certified or registered U.S. mail, postage prepaid and return receipt
     requested, to the party to be notified, at the address for such party set
     forth below, or at such other address of which such party has provided
     notice in accordance with the provisions of this paragraph:


                                       26



     To Auxilium:   To Auxilium: Auxilium Pharmaceuticals, Inc.
                    Attn: General Counsel
                    40 Valley Stream Parkway
                    Malvern, PA 19355
                    Fax: (484) 321-2208

     To Neose:      Neose Technologies, Inc.
                    Attn: General Counsel
                    102 Witmer Road
                    Horsham, PA 19044

Notices shall be deemed effective (i) if delivered in person, when delivered;
(ii) if delivered by facsimile, on the date of receipt of facsimile
confirmation; (iii) if delivered by commercial overnight courier, on the date of
written verification of receipt; or (iv) if delivered by certified or registered
U.S. mail, five business days after deposit in the mail.

    Neose and Auxilium agree that time is of the essence of this Agreement.


                                       27



     IN WITNESS WHEREOF, Neose and Auxilium, intending to be legally bound
hereby, have signed this Agreement as of the day and year first above written.

Neose Technologies, Inc.                Auxilium Pharmaceuticals, Inc.


By:                                     By:
    ------------------------------          ------------------------------------
Name:                                   Name:
      ----------------------------            ----------------------------------
Title:                                  Title:
       ---------------------------             ---------------------------------


                                  Schedule 1.1

                                   Neose Space

                                  SCHEDULE 1.1

                                  (FLOOR PLAN)

102 Witmer - Post-Close Agreement


                                       29



                                  Schedule 2.1

                                Shared Equipment

                                                                    SCHEDULE 2.1

                                                                    CONFIDENTIAL

                      WITMER ROAD PROPERTY - SHARED ASSETS



FAS       EQUIPMENT   FAS
SYSTEM #    TAG #    TAG #   ACQ DATE         VENDOR                     DESCRIPTION                LOCATION  SERIAL NUMBER
- --------  ---------  -----  ----------  -----------------  ---------------------------------------  --------  --------------
                                                                                         
  729     M-01       00107   4/24/2000  Fisher Scientific  Microscope-Zeiss-Axiostar                Lab 1     33485
  N/A     VT-116                                           Mini Vortexer                            Lab 1     2-375976
1,576     KF-02      01078  10/23/2003  Fisher Scientific  KFD Titrino 758/B-20                     WR LAB 9  10576598
  527     ST01       00958                                 Lunaire Environmental-(4) stability
                                                              chambers                              WR LAB 9  Neose # ST 01
  537     ST02       00957                                 Lunaire Environmental- see # 527 notes   WR LAB 9  Neose # ST 02
  536     ST03       00956                                 Lunaire Environmental- see # 527 notes   WR LAB 9  Neose # ST 03
  528     ST04       00955                                 Lunaire Environmental- see # 527 notes   WR LAB 9  Neose # ST 04
1,695     ST05       01164   4/30/2004  Fisher             -20 degree C, 208V general purpose free  WR Lab 9  P250-104110-RO
1,699     ST06       01163   4/30/2004  Fisher Scientific  Ultima II SI Series ultralow-temp freez  WR Lab 9  R220-208039-RO
2,191     ST07       01432   4/30/2005  Fisher Scientific  32 cu ft Revco Environmental Chamber     QC lab    31958



                                                                     Page 1 of 1



                                  Schedule 2.2

                               "Facility Employee"

                               Walter Waldspurger
                                   Terry White
                                 Robert Livezey
                                 Steven Pinkney
                                  Richard Faust
                                  Joseph Engart
                                  Harry Santoo
                                 Aurelia Colding


                                       31



                                   Schedule 6

                               Warehouse Facility

                                  (FLOOR PLAN)

201 Witmer - Post-Close Agreement

                                       32



                                  SCHEDULE 13.1

                                SERVICE CONTRACTS

A.   Assignable Contracts are held with the following vendors:

     -    AT Chadwick Service Company+

     -    Brickman Group

     -    Critical Cleaning, Inc.

     -    Electronic Security Corp.

     -    Lancer USA+

     -    Neu-Ion

     -    Stericycle

     -    Steris

B.   Consent Contracts are held with the following vendors:

     -    Allied Waste/BFI

     -    Johnson Controls+

C.   Combined Contracts are held with the following vendors:

     -    Agilent+*

     -    Alfa Laval

     -    Beckman Coulter+*

     -    GE Analytical Instruments, Inc.+

     -    Integrated Service Solutions

     -    JC Ehrlich Co., Inc.

     -    Klenzoid Water Treatment+

     -    Ransome

     -    Thermo Electron Corporation+

*    Consent required for assignment.

+    The agreements with these vendors have been prepaid in full or in part and
     a pro-ration must be made upon the transfer of assets pursuant to the
     Agreement.

EX-99.1

                                                                    Exhibit 99.1




                      NEOSE TECHNOLOGIES ANNOUNCES SALE OF
                              WITMER ROAD FACILITY

                         IMPLEMENTS HEADCOUNT REDUCTION

Horsham, PA, September 5, 2006 -- Neose Technologies, Inc. (Nasdaq GM: NTEC)
today announced that it has entered into an agreement to sell, for approximately
$21 million, the 50,000 square foot facility containing its pilot manufacturing
plant and current corporate headquarters ("Witmer Road Facility") located in
Horsham, Pennsylvania, to a public real estate investment trust. The Company
plans to relocate its corporate headquarters to its leased facility in Horsham
within six months.

Contemporaneously with the sale of the Witmer Road Facility, the Company is
reducing the size of its workforce by approximately 25%. Some of the affected
employees have been involved in the operation of the pilot plant and are being
offered employment by the new lessee of the facility.

Upon closing of the sale of the Witmer Road Facility, which is expected to occur
by the end of the week, the Company will realize, net of fees and expenses,
proceeds of approximately $19.5 million. In connection with the closing, the
Company will repay all outstanding debt associated with the facility of
approximately $9.7 million, which includes accrued interest and prepayment
penalties. This repayment eliminates the requirement under our term loan with a
bank to maintain a minimum cash and short-term investments balance. The
remaining net proceeds of approximately $9.8 million will be used to further the
Company's research and clinical development objectives and to fund capital
expenditures associated with consolidation of operations if such expenditures
cannot be financed through the issuance of new debt.

The Company will consolidate its operations in its adjacent, leased 40,000
square foot facility in Horsham, which currently houses approximately half of
its employees. The Company expects to spend approximately $3.5 million through
the first quarter of 2007 to construct additional laboratory and office space in
the leased facility. The Company will continue to occupy portions of the Witmer
Road Facility until these renovations are complete, which is expected to be by
February 2007.

NEOSE TECHNOLOGIES, INC.                                                  PAGE 2


"The sale of the Witmer Road Facility is strategically important to Neose. It
immediately provides a non-dilutive source of capital and will reduce our
operating expenses," said George J. Vergis, Ph.D., Neose president and chief
executive officer. "The elimination of the positions of dedicated and talented
employees is extremely difficult, and we are grateful for the important
contributions they have made. We are heartened by the fact that some of these
employees will remain in the facility as employees of the new lessee," continued
Vergis.

After achieving the full benefits in the fourth quarter of 2006 of the facility
sale, debt repayment, and workforce reduction, the Company expects to realize
annualized savings of between $6 million and $8 million. Net cash utilization
for the second half of 2006 is expected to total approximately $8 million to $9
million, which includes the net cash effect of the facility sale, the
construction costs in the leased facility, and employee severance and retention
costs, compared to net cash utilization during the first half of 2006 of
approximately $16.4 million. The Company expects most of the $1 million of
employee severance and retention costs will be reflected in its operating
results during the third quarter of 2006. The Company expects to recognize a
gain from the sale of the facility of approximately $7.5 million, most of which
will be reflected in its operating results during the third quarter of 2006.

CONFERENCE CALL

The Company will host a conference call at 11:00 a.m. (EDT) on Tuesday,
September 5, to discuss these actions. The dial-in number for domestic callers
is (800) 289-0493. The dial-in number for international callers is (913)
981-5510. A replay of the call will be available for 7 days beginning
approximately three hours after the conclusion of the call. The replay number
for domestic callers is (888) 203-1112 using the passcode 6408454. The replay
number for international callers is (719) 457-0820, also using the passcode
6408454. Live audio of the conference call will be simultaneously broadcast over
the Internet through First Call Events, which can be accessed via the following
link:

        http://phx.corporate-ir.net/phoenix.zhtml?c=60494&p=irol-calendar

To listen to the live call, please go to the web site at least fifteen minutes
early to register, download, and install any necessary audio software. For those
who cannot listen to the live broadcast, a replay will be available shortly
after the call. The call will also be available on the Investor Relations/Audio
Archives page of the Neose website at www.neose.com.

ABOUT NEOSE

Neose Technologies, Inc. is a clinical-stage biopharmaceutical company focused
on the development of next-generation therapeutic proteins that are competitive
with best-in-class protein drugs currently on the market, on its own and through
strategic partnerships. The lead candidates in its pipeline, NE-180 for use in
the treatment of chemotherapy-induced anemia and anemia associated with chronic
renal failure and GlycoPEG-GCSF for chemotherapy-induced neutropenia, target
markets with aggregate sales in excess of $14 billion. Neose expects to commence
Phase II for NE-180 in a Western European country in the fourth quarter of 2006.
Neose expects that its partner for GlycoPEG-GCSF, BioGenerix AG, will commence
Phase I in a Western European country in the third quarter of 2006.


NEOSE TECHNOLOGIES, INC.                                                  PAGE 3

CONTACTS:


         NEOSE TECHNOLOGIES, INC.
         A. Brian Davis
         Sr. Vice President and Chief Financial Officer
         Barbara Krauter
         Manager, Investor Relations
         (215) 315-9000
         E-mail: info@neose.com


For more information, please visit www.neose.com.

Neose "Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995: Statements in this press release regarding our business that are not
historical facts, including, but not limited to, statements regarding the sale
of our Witmer Road facility and its financial impact, the expense and timing of
consolidating our operations in our leased facility, our restructuring, and the
timing and amount of restructuring charges that we expect to incur in connection
with the restructuring are "forward-looking statements" that involve risks and
uncertainties, including without limitation the risk that the closing of the
facility sale will not occur in the timeframe anticipated, or at all, the risk
that we will incur unexpected charges and/or delays in connection with the
consolidation of operations to our leased facility, and the risk that we will
incur unexpected charges or will have unexpected expenditures related to the
restructuring upon the completion of further analysis with respect to the
restructuring generally and our assets specifically. For a discussion of these
and additional risks and uncertainties, any of which could cause our actual
results to differ from those contained in the forward-looking statement, see the
section of Neose's Annual Report on Form 10-K for the year ended December 31,
2005, entitled "Factors Affecting the Company's Prospects" and discussions of
potential risks and uncertainties in Neose's subsequent filings with the SEC.