Martek Biosciences (MATK)

Item 1.02 Termination of a Material Definitive Agreement.

On September 18, 2008, the Board of Directors (the "Board") of Martek Biosciences Corporation (the "Company"), upon the recommendation of the Company’s Nominating and Corporate Governance Committee, determined that the maintenance of the Rights Agreement (the "Rights Agreement") effective February 7, 2006 between the Company and Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), was no longer in the interests of the Company and its stockholders. The Board of Directors of the Company ordered the redemption, effective as of the close of business on September 30, 2008, of all rights (each a "Right") issued under the Rights Agreement for the stated redemption price of $0.001 per Right, or $33,128 in the aggregate. The redemption proceeds will be mailed to stockholders on or about October 10, 2008. The Rights Agreement will be consequently terminated following the redemption. The description of the Rights Agreement as set forth in Item 1.01 of the Company’s Current Report on Form 8−K filed on February 8, 2006 is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On May 18, 2006, the Company entered into a letter agreement that superseded the Employment Agreement. The disclosure contained in Item 1.01 above is incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

The description in "Item 1.01. Entry into a Material Definitive Agreement" of this Current Report on Form 8-K, related to the termination of the Existing Credit Agreement in connection with the Amended and Restated Credit Agreement is incorporated herein by reference.