X0202 4 2007-03-30 1 0000877902 NEOSE TECHNOLOGIES INC NTEC 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 1 0 0 0 Common Stock 2007-03-30 4 J 0 430564 D 0 I See footnote Common Stock 3056493 I See footnote Common Stock 367832 I See footnote Common Stock 42105 I See footnote Common Stock 72195 I See footnote The Reporting Person previously reported indirect beneficial ownership of securities of the Issuer on the Form 4 dated March 13, 2007 held for the account of MRL Partners LP, a Delaware limited partnership ("MRL"). MRL made pro rata liquidating distributions of 72,195 shares of common stock of the Issuer, par value $.01 per share (the "Common Stock") previously owned by MRL to MHR Advisors LLC, a Delaware limited liability company ("Advisors"), the general partner of MRL, and 430,564 shares of Common Stock previously owned by MRL to a limited partner of MRL, thereby ceasing to beneficially own any shares of Common Stock. These securities are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). Advisors is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Master Account. MHR Fund Management LLC, a Delaware limited liability company ("Fund Management"), has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Master Account and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Master Account. These securities are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Capital Partners (100). Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Capital Partners (100) and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Capital Partners (100). These securities are held for the account of OTT LLC, a Delaware limited liability company ("OTT"). Dr. Rachesky is the managing member of OTT. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of OTT. These securities are held for the account of Advisors. Advisors became the direct owner of such securities upon the pro rata liquidating distributions made by MRL, as further described in Footnote 1. Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Advisors. Remark: The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any securities not held directly for his or its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. /s/ Mark H. Rachesky, M.D. Mark H. Rachesky, M.D. 2007-04-03