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):          January 28, 2005

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

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

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

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

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

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

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Item 9.01 – Financial Statements, Pro Forma Financial Information and Exhibits.

(a)	Financial Statements of Businesses Acquired: None
(b)	Pro Forma Financial Information: None
(c)	Exhibits: Reference is made to the Exhibit Index annexed hereto and made a part hereof.

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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: January 28, 2005	By:	/s/ C. BOYD CLARKE
		C. Boyd Clarke
		President and Chief Executive Officer

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Index to Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release dated January 28, 2005

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EX-99.1

Exhibit 99.1

NEOSE TECHNOLOGIES, INC.

102 Witmer Road, Horsham, PA 19044  215.315.9000  fax:215.315.9100

email: info@neose.com   www.neose.com

Neose and BioGeneriX Announce Second Agreement for a GlycoPEGylated Next Generation Protein

January 28, 2005, Horsham, PA and Mannheim, Germany.  Neose Technologies, Inc. (Nasdaq NM: NTEC) and BioGeneriX AG, a company of the ratiopharm Group, today announced that they have entered into a supply and option agreement that, if the option is exercised, would result in the use of Neose’s proprietary GlycoPEGylation™ technology to develop a long-acting, next-generation version of a currently marketed therapeutic protein. 

Under the agreement, BioGeneriX and Neose will enter into an initial three-month research period.  Neose will receive a payment and supply of protein for research purposes.   During the research period, BioGenerix may choose to enter into a pre-negotiated research, license and option agreement under which Neose would receive additional upfront and research payments and could receive milestone payments totaling up to $61.5 million, as well as royalties on product sales.  Under the research, license and option agreement, BioGeneriX would have the right to an exclusive, worldwide license to use Neose’s GlycoPEGylation technology to develop and commercialize a long-acting, next generation version of the undisclosed therapeutic protein.

“We are pleased to expand our collaboration with Neose to include a second, strategically important BioGeneriX protein,” said Elmar Schäfer, BioGeneriX’s chief executive officer.  “This is a further step towards an innovative, high value portfolio and we are excited about the opportunity to apply GlycoPEGylation to create another significant market opportunity.”

“We are delighted that our successful partnership with BioGeneriX for GlycoPEGylated G-CSF has led us to pursue an additional product opportunity together,” said C. Boyd Clarke, Neose’s president, CEO, and chairman.

About BioGeneriX
BioGeneriX was founded in June 2000 to develop biopharmaceutical drugs with known modes of action and established drug markets.  With its internal resources and a large network of strategic partners and service providers, BioGeneriX develops a high-quality biotech portfolio for marketing and distribution by its parent company and global partners.  For more information, visit its website at www.biogenerix.com.

About the ratiopharm Group
ratiopharm is Europe’s leading generics producer and in its home country Germany the top selling and most commonly prescribed pharmaceutical brand.  The company produces high quality medicines and sells them at low prices.  By doing so, it contributes to cost containment in the healthcare sector.  With over 700 medicines, available exclusively from pharmacies, it has one of the widest product ranges in the business.  ratiopharm sells 322 million pack units every year, meeting the needs of virtually all areas of medicine, from allergies to circulation problems and from gastroenteritis to toothaches.  Founded in 1974, ratiopharm is now bringing its business model and experience to international markets.  It is already active in 24 countries.  In addition to sales revenues of 680 million Euros in Germany (including oncology unit), the company’s world-wide operations currently generate sales of 421 million Euros.  For more information, visit its website at www.ratiopharm.de.

About Neose
Neose is a biopharmaceutical company focused on improving protein therapeutics using its proprietary technologies.  Neose uses its novel GlycoAdvance™ and GlycoPEGylation technologies to develop improved, next-generation protein therapeutics for which there is already a substantial body of data demonstrating safety and efficacy.  Neose intends to apply its technologies to products it is developing on its own and to products it co-develops and co-owns with others.  It also expects to make its technologies available, through strategic partnerships, to improve the products of other parties.  Neose’s first two proprietary candidates are improved, GlycoPEGylated versions of erythropoietin (EPO) and granulocyte colony stimulating factor (G-CSF).  It is expected that investigational new drug (IND) applications will be submitted for these candidates in 2005.

About GlycoPEGylation
Neose’s GlycoPEGylation technology can extend and customize protein half-life by uniquely linking various size PEG (polyethylene glycol) polymers to glycans that are remote from the protein’s active site, thereby preserving activity.  Proteins that have not benefited from traditional chemical pegylation may benefit from GlycoPEGylation.

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CONTACTS:

Neose Technologies, Inc.	BioGeneriX AG
A. Brian Davis	Federico Pollano
Sr. Vice President	Head of Business Development
and Chief Financial Officer	49-621-875 56 17
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 are “forward-looking statements” that involve risks and uncertainties, such as the uncertainty about whether BioGeneriX will exercise its option under the supply and option agreement or, if applicable, its option under the research, license and option agreement.  For a discussion of these risks and uncertainties, any of which could cause our actual results to differ from those contained in the forward-looking statement, see the section of Neose’s Annual Report on Form 10-K for the year ended December 31, 2003, entitled “Factors Affecting the Company’s Prospects” and discussions of potential risks and uncertainties in Neose’s subsequent filings with the SEC.

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