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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): February 18, 2011

Date of Report (Date of earliest event reported): December 20, 2010

MARTEK BIOSCIENCES CORPORATION

(Exact name of registrant as specified in its ~~charter)~~

charter)

Delaware	0-22354	52-1399362
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation or organization)	Number)	Identification No.)

6480 Dobbin Road, Columbia, Maryland		21045
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (410) 740-0081

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing 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 (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.0102. ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

OnIn ~~December 20,~~connection ~~2010,~~with ~~Martek~~the ~~Biosciences~~expiration ~~Corporation (“Martek”) entered into an agreement and plan~~ of ~~merger (~~the ~~“Merger~~Offer ~~Agreement”) with Koninklijke DSM N.V. (“DSM”)~~ and ~~Greenback~~the ~~Acquisition~~pending ~~Corporation,~~Merger ~~an indirect wholly-owned subsidiary of DSM~~ (~~“Purchaser”).~~as ~~Pursuant~~such ~~and subject to the~~ terms ofare ~~the~~defined ~~Merger Agreement~~below), ~~Purchaser~~on ~~will commence, no earlier than January~~February 1022, 2011 ~~and no later than January 25~~, ~~2010,~~Martek aBiosciences ~~tender~~Corporation ~~offer~~ (~~the~~ “~~Offer~~Martek”) toor ~~acquire all of~~ the ~~outstanding shares of Martek’s common stock (the~~ “~~Shares~~Company”) ~~for~~terminated aits ~~purchase~~Credit ~~price~~Agreement ~~of $31.50 per share in cash~~ (the “~~Offer~~Credit ~~Price~~Agreement”)~~. In~~ ~~addition,~~with asManufacturers ~~soon~~and asTraders ~~practicable~~Trust ~~after~~Company. ~~the~~Pursuant ~~consummation of the Offer and subject~~ to the ~~satisfaction~~Credit ~~or waiver of certain conditions set forth in the Merger~~ Agreement, ~~Purchaser will merge with and into~~ Martek ~~(the~~was ~~“Merger”),~~able ~~and~~to ~~Martek~~borrow ~~will~~up ~~become~~to an$100 ~~indirect~~million ~~wholly-owned~~pursuant subsidiary of DSM. In the Merger, the Shares remaining outstanding following the consummation of the Offer, other than Shares held by DSM or its subsidiaries or by stockholders who have validly exercised their dissenters’ rights under the Delaware General Corporation Law, will be converted into the right to ~~receive~~a ~~the~~revolving ~~Offer~~credit ~~Price~~facility.

~~The~~Item ~~obligation~~3.01. ofNotice ~~Purchaser to accept for payment and pay for the Shares tendered in the Offer is subject to the satisfaction or waiver~~ of aDelisting ~~number of conditions set forth in the Merger Agreement, including, among others, the expiration~~ or ~~early~~Failure termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, the absence of a Material Adverse Effect on Martek, as defined in the Merger Agreement, and the Merger Agreement not being terminated in accordance with its terms. It is also a condition to ~~Purchaser’s~~Satisfy ~~obligation to accept for payment and pay for the Shares tendered in the Offer that more than 50% of the outstanding shares of Martek common stock on~~ a ~~fully-diluted~~Continued ~~basis~~Listing ~~shall~~Rule ~~have~~or ~~been~~Standard; ~~validly~~Transfer ~~tendered in accordance with the terms~~ of ~~the Offer and not properly withdrawn~~Listing. ~~There is no financing condition to the Offer.~~

~~The~~As ~~closing~~previously ofdisclosed, ~~the~~on ~~Merger is subject to the satisfaction of customary closing conditions~~December 20, ~~and~~2010, ~~depending~~Martek onentered ~~the~~into ~~number~~an ofagreement ~~Shares held by DSM, Purchaser~~ and ~~their~~plan ~~affiliates~~of ~~after~~merger ~~Purchaser’s~~(the ~~acceptance~~“Merger ofAgreement”) ~~the~~with ~~Shares~~Koninklijke ~~properly~~DSM ~~tendered~~N.V. in(“DSM”) ~~connection~~and ~~with~~Greenback ~~the~~Acquisition ~~Offer~~Corporation, ~~approval~~an ofindirect ~~the~~wholly-owned ~~Merger~~subsidiary ~~by holders~~ of ~~the~~DSM ~~outstanding Shares~~(“Purchaser”).

~~The~~Pursuant to the Merger Agreement, ~~includes~~on ~~customary~~January 13, ~~representations~~2011, DSM and ~~warranties~~Purchaser commenced a tender offer to purchase all outstanding shares of Martek’s common stock (the “Shares”) at a price of $31.50 per share in cash, ~~DSM~~net ~~and~~to ~~Purchaser~~the holder thereof, ~~which~~without ~~were~~interest ~~made~~and subject to ~~each~~the ~~other~~applicable aswithholding of ~~specific~~taxes ~~dates.~~(the ~~The~~“Offer ~~assertions~~Price”), ~~embodied~~upon inthe ~~those~~terms ~~representations~~ and ~~warranties~~subject ~~were~~to ~~made~~the ~~solely~~conditions ~~for~~set ~~purposes~~forth ofin the ~~agreement~~Offer ~~among~~to ~~Martek~~Purchase, ~~DSM~~dated ~~and~~January 13, ~~Purchaser~~2011, and ~~may~~in bethe ~~subject~~related toLetter ~~important~~of ~~qualifications~~Transmittal (which, together with all amendments and ~~limitations~~supplements ~~agreed~~thereto, tocollectively byconstitute ~~Martek~~the “Offer”). On February 21, 2011, DSM ~~and~~announced ~~Purchaser~~that inthe ~~connection~~initial ~~with~~offering period of the ~~negotiated~~Offer ~~terms~~had expired at 5:00 p.m., ~~Moreover~~New York City time, ~~some~~on February 18, 2011 and that as of ~~those~~such ~~representations~~time, ~~and~~based ~~warranties~~on ~~may~~the information provided by Citibank, N.A., the depositary for the Offer, 30,410,223 Shares were validly tendered and not bewithdrawn ~~accurate~~prior orto ~~complete~~the asexpiration of ~~any~~the ~~specified~~Offer ~~date~~(including 2,359,558 ~~may~~Shares be subject to aguaranteed ~~contractual~~delivery ~~standard~~procedures), representing approximately 83.6% of ~~materiality~~the ~~different~~issued ~~from~~and ~~those~~outstanding ~~generally~~Shares ~~applicable~~(excluding tosuch ~~stockholders~~Shares ortendered ~~may~~pursuant ~~have~~to ~~been~~guaranteed ~~used~~delivery procedures). Purchaser has accepted for ~~purposes~~payment ofall ~~allocating~~Shares ~~risk~~that ~~among~~were ~~Martek,~~validly ~~DSM~~tendered ~~and~~in ~~Purchaser~~the ~~rather~~initial ~~than~~offering ~~establishing~~period ~~matters~~and asnot ~~facts~~properly withdrawn.

~~The~~In ~~Merger~~addition, ~~Agreement~~on ~~includes~~February 21, ~~customary covenants of Martek~~2011, DSM ~~and~~announced that Purchaser, ~~and~~commenced ~~Martek~~a ~~has~~subsequent ~~agreed~~offering toperiod ~~operate~~for ~~its~~all ~~business~~remaining inuntendered ~~the~~Shares, ~~ordinary~~which ~~course~~expired ~~until~~at ~~the~~12:00 ~~Merger~~midnight, isNew ~~consummated.~~York InCity ~~addition~~time, toon ~~certain other covenants~~Thursday, ~~Martek has agreed not to: (i)~~February ~~solicit~~24, ~~initiate,~~2011. The ordepositary ~~knowingly~~for ~~encourage~~ the ~~submission~~Offer ofadvised ~~any~~Purchaser ~~takeover~~that ~~proposal;~~an ~~(ii) participate~~additional ~~or engage in any discussions or negotiations regarding~~262,000 orShares ~~furnish~~were ~~any~~validly ~~non-public~~tendered ~~information~~prior ~~with respect~~ to, ~~or knowingly take any action to facilitate any inquiries or~~ the ~~making~~expiration of ~~any~~the ~~proposal~~subsequent ~~that~~offering ~~constitutes~~period, ~~or would reasonably be expect to lead to~~which, ~~any~~together ~~takeover~~with ~~proposal;~~the orShares ~~(iii) release~~tendered ~~any third party from any confidentiality agreement entered into~~ in ~~connection~~the ~~with~~initial ~~any~~offering ~~takeover~~period, ~~proposal~~represented orapproximately ~~potential~~89.5% ~~takeover~~of ~~proposal~~the orCompany’s ~~any~~issued ~~standstill~~and ~~agreement~~outstanding orShares. Purchaser ~~standstill~~has ~~provision~~accepted tofor ~~which~~payment ~~Martek~~all isShares athat ~~party,~~were ~~fail~~validly totendered ~~reasonably~~in ~~enforce~~the orsubsequent ~~grant~~offering ~~any material waiver,~~period.

2Pursuant to the terms and subject to the conditions of the Merger Agreement, Purchaser filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware on February 25, 2011. Pursuant to the Certificate of Merger, Purchaser will be merged with and into Martek (the “Merger”) effective as of 11:59 p.m. EST on February 25, 2011 (the “Effective Time”). As a result of the Offer and the Merger, after the Effective Time, Martek will no longer fulfill the numerical listing requirements of The NASDAQ Global Select Market (“NASDAQ”). Accordingly, on February 25, 2011, Martek notified NASDAQ of its intent to remove the Shares from listing on NASDAQ and requested that NASDAQ file a delisting application with the Securities and Exchange Commission (“SEC”) to delist and deregister the Shares. Martek expects that NASDAQ will remove the Shares from listing on NASDAQ prior to NASDAQ opening on February 28, 2011. Martek expects NASDAQ to file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC on Form 25 to delist and deregister the Shares. Martek will file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Shares and suspension of the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act with respect to the Shares.

~~request~~Item ~~or consent to any takeover proposal under any such agreement~~3. ~~However,~~02 ~~subject~~Unregistered toSale ~~Martek’s compliance with the Merger Agreement and prior to the time Purchaser accepts the Shares for payment in the Offer, if the Martek board~~ of ~~directors~~Equity determines in good faith that an unsolicited bona fide written takeover proposal is, or would reasonably be expected to result in or lead to, a transaction that would, if consummated, result in a transaction that is more favorable from a financial point of view to the holders of the Shares and is reasonably likely to be completed on the terms proposed in a timely fashion (a “Superior Proposal”), and the Martek board of directors determines in good faith that failure to take such action would be reasonably likely to violate the fiduciary duties of the board of directors to Martek’s stockholders under applicable law, Martek is permitted to furnish information with respect to Martek to the third party making the takeover proposal and engage in negotiations or discussions with that third partySecurities.

~~The~~In ~~Merger~~order ~~Agreement~~to ~~contains~~complete ~~certain~~the ~~termination~~Merger, ~~rights~~and ~~for~~pursuant ~~each~~to Section 1.8 of ~~Martek~~the ~~and~~Merger ~~DSM~~Agreement, ~~including~~on ~~Martek’s~~February 25, ~~ability~~2011, toPurchaser ~~terminate~~exercised ~~the~~its ~~agreement~~top-up inoption ~~order~~(the to“Top-Up ~~accept~~Option”) ato ~~Superior~~purchase ~~Proposal~~Shares, ~~provided~~and ~~that~~the ~~Martek~~Company ~~must~~issued ~~first~~15,712,946 ~~give~~Shares ~~DSM~~(the ~~three~~“Top-Up ~~business~~Option ~~days~~Shares”) to ~~make~~Purchaser, at a ~~proposal~~price toper ~~amend~~Share ~~the~~equal ~~terms~~to of the ~~Merger~~Offer ~~Agreement~~Price. ~~and~~Purchaser ifpaid ~~that~~for ~~proposal~~the isTop-Up ~~determined~~Option Shares by the ~~Martek~~delivery ~~board~~ of ~~directors~~cash toin bethe atamount ~~least~~of as$1,571,294.60 ~~favorable~~and ~~from~~a promissory note with a ~~financial~~principal ~~point~~amount of ~~view~~$493,386,504.40. asThe ~~that~~Top-Up ~~Superior~~Option ~~Proposal~~Shares, ~~then~~when ~~Martek~~added ~~may~~to ~~not~~the ~~terminate~~number toof ~~accept~~Shares ~~that~~directly ~~Superior~~or ~~Proposal. If~~indirectly owned by DSM and Purchaser at the ~~Merger~~time ~~Agreement~~of isexercise ~~terminated~~of ~~under~~the ~~certain~~Top-Up ~~circumstances~~Option, ~~including~~represented ~~after~~at ~~receipt~~least ofone aShare ~~Superior~~more ~~Proposal,~~than ~~Martek~~90% ~~must~~of ~~pay~~the ~~DSM~~Shares outstanding on a ~~termination~~fully-diluted ~~fee~~basis immediately after the issuance of ~~$38,000,000~~the Top-Up Option Shares. The Top-Up

As part of the Merger Agreement, Martek granted to Purchaser an irrevocable option (the “Top-Up Option”) to purchase the lowest number of newly issued Shares that, when added to the number of Shares owned by DSM, Purchaser and their respective related organizations at the time of such exercise, shall constitute one share more than 90% of the number of Shares outstanding on a fully-diluted basis after such exercise. The exercise price for each Share in the Top-Up Option is equal to the Offer Price. However, the number of Shares subject to the Top-Up Option is limited to the aggregate of the number of Shares held as treasury shares by Martek and the number of Shares authorized and not reserved but that are otherwise available for issuance. If the Top-Up Option is exercised by Purchaser, Purchaser is required, subject to the terms and conditions of the Merger Agreement, to effect a short-form merger under the Delaware General Corporation Law.2

AOption ~~copy~~Shares ofwere ~~the~~issued ~~Merger~~without ~~Agreement~~registration isunder ~~attached~~the asSecurities ~~Exhibit 2.1~~Act toof ~~this~~1933, ~~report~~as ~~and~~amended is(the ~~incorporated~~“Securities Act”), in ~~this~~reliance ~~report~~upon byan ~~reference.~~exemption ~~The~~from ~~foregoing~~registration ~~description~~pursuant to Section 4(2) of the ~~Merger~~Securities ~~Agreement~~Act, ~~does~~as ~~not~~a ~~purport~~transaction toby bean ~~complete~~issuer ~~and~~not isinvolving ~~qualified~~a inpublic ~~its entirety by reference to the Merger Agreement~~offering.

~~Notice~~Item 3.03 Material Modification to ~~Investors~~Rights of Security Holders.

~~The~~At ~~information~~the ~~contained~~Effective inTime, ~~this~~each ~~filing~~remaining isissued ~~neither~~and anoutstanding ~~offer~~Share tonot ~~purchase~~tendered ~~nor~~in athe ~~solicitation~~Offer of(other anthan ~~offer~~Shares toheld ~~sell~~by ~~shares of~~ Martek ~~Biosciences~~as ~~Corporation~~treasury ~~common~~ stock~~. At the time the tender offer is commenced~~, ~~DSM~~held ~~and~~by ~~Purchaser will file~~ a ~~tender~~wholly-owned ~~offer~~subsidiary ~~statement~~of onMartek ~~Schedule~~or TOheld ~~and~~by ~~related~~DSM ~~materials~~or (Purchaser, including anas ~~offer to purchase,~~ a ~~letter~~result of ~~transmittal and other offer documents) with~~ the ~~SEC~~exercise ~~and~~of ~~Martek Biosciences Corporation will file with~~ the ~~SEC a tender offer solicitation/recommendation statement on Schedule 14D~~Top-9Up ~~with~~Option, ~~respect~~and toShares ~~the~~for ~~tender~~which ~~offer. INVESTORS~~appraisal ~~AND~~rights ~~SECURITY~~are ~~HOLDERS~~properly ~~ARE~~demanded ~~URGED~~and TOperfected ~~READ~~in ~~BOTH~~accordance ~~THE~~with ~~TENDER~~Delaware ~~OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL~~law) ~~AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These documents (once they become available)~~ will be, ~~available~~by tovirtue ~~all stockholders~~ of ~~Martek~~the ~~Biosciences~~Merger ~~Corporation~~and ~~free~~without ofany ~~charge~~action on the ~~SEC’s~~part ~~web~~of ~~site~~the atholders ~~http://www.sec.gov. In addition~~thereof, ~~stockholders~~converted ~~will~~into bethe ~~able~~right to ~~obtain~~receive athe ~~free~~Offer ~~copy~~Price ofin ~~these~~cash, ~~documents~~without ~~(when~~interest ~~they~~thereon ~~become~~and ~~available)~~less ~~from~~any ~~the~~required ~~information~~withholding ~~agent named in the offer to purchase or from DSM~~taxes.

3Item 5.01. Change in Control of Registrant.

*As *noted *in *Item *3.01 above, all Shares that were validly tendered during the initial offering period of the Offer and not properly withdrawn were accepted for payment by Purchaser. Upon the acceptance of Shares for payment pursuant to the Offer on February 18, 2011, a change of control of the Company occurred.

~~This~~Pursuant ~~report~~to ~~contains~~the ~~certain~~terms ~~forward~~and ~~looking~~subject ~~statements~~to ~~that~~the ~~involve~~conditions ~~a number~~ of ~~risks and uncertainties. Such statements are qualified by~~ the ~~inherent~~Merger ~~risks and uncertainties surrounding future expectations generally~~Agreement, ~~and~~the ~~also~~Merger ~~may~~is ~~materially~~expected ~~differ~~to ~~from~~occur ~~actual~~at ~~future~~the ~~experience~~Effective ~~involving~~Time ~~any~~in ~~one~~accordance orwith ~~more~~the of“short-form” ~~such~~merger ~~statements.~~provisions ~~Such~~available ~~risks~~under ~~and~~Delaware ~~uncertainties~~law, ~~include:~~which ~~uncertainties~~allow ~~as to~~ the ~~timing~~completion of the ~~tender~~Merger ~~offer~~without ~~and~~a ~~merger;~~vote ~~uncertainties~~or asmeeting toof ~~how~~stockholders ~~many~~of Martek. In ~~stockholders~~order ~~will~~to ~~tender~~accomplish ~~their stock in~~ the ~~offer;~~Merger, ~~the~~on ~~risk~~February 25, ~~that~~2011, ~~competing~~Purchaser ~~offers~~exercised ~~will be made;~~ the ~~possibility~~Top-Up ~~that various closing conditions for the transaction may not be satisfied or waived~~Option, ~~including~~which ~~that~~permitted aPurchaser ~~governmental entity may prohibit, delay or refuse~~ to ~~grant~~purchase ~~approval for~~ the ~~consummation~~Top-Up ofShares. In ~~the transaction; any conditions imposed in~~ connection with ~~consummation of~~ the ~~tender~~Merger, ~~offer~~each issued and ~~the~~outstanding ~~merger;~~Share ~~satisfaction of various~~ (other ~~conditions~~than toShares ~~the~~held ~~completion~~by of the ~~tender~~Company ~~offer~~as ~~and~~treasury ~~the~~stock, ~~merger~~held ~~contemplated~~ by ~~the~~a ~~merger~~wholly ~~agreement;~~owned ~~and~~subsidiary ~~other~~of ~~risk~~the ~~factors~~Company asor ~~set~~held ~~forth~~by ~~from time to time in~~ DSM’s ~~Annual~~or ~~Report and in filings with the SEC~~Purchaser, including, ~~but~~as ~~not~~a ~~limited~~result ~~to,~~of ~~Part I, Item~~the 1Aexercise of ~~Martek’s~~the ~~Form 10~~Top-KUp ~~for the fiscal year ended October 31~~Option, ~~2009, other Martek reports on Form 10-K, Form 10-Q~~ and ~~Form 8-K~~Shares ~~and,~~for ~~when~~which ~~made,~~appraisal ~~DSM’s~~rights ~~Schedule~~are TOproperly ~~and~~demanded ~~related documentation~~ and ~~Martek’s~~perfected ~~Schedule 14D-9 to be filed~~ in ~~connection~~accordance with ~~the~~Delaware ~~tender~~law) ~~offer.~~will ~~The~~be ~~inclusion~~converted ofinto athe ~~forward-looking~~right ~~statement~~to ~~herein~~receive ~~should~~the ~~not~~Offer bePrice, ~~regarded~~without asinterest aand ~~representation~~less byany ~~DSM~~required orwithholding ~~Martek~~taxes. Upon ~~that~~the ~~DSM’s~~Effective orTime, ~~Martek’s~~the ~~objectives~~Company will bebecome ~~achieved.~~an ~~DSM~~indirect ~~and Martek undertake no obligation to publicly update forward~~wholly-~~looking~~owned ~~statements,~~subsidiary ~~whether as a result~~ of ~~new information, future events or otherwise~~DSM.

~~Item~~The 7total amount of the consideration payable in connection with the change of control transaction is approximately $1.0109 billion. ~~Regulation~~DSM FDhas ~~Disclosure~~provided Purchaser with sufficient funds to purchase all Shares accepted for payment in the Offer and will provide funding for the purchase of Shares in the Merger.

AThe ~~copy~~description of the ~~joint~~Merger ~~press~~Agreement ~~release~~set ~~issued~~forth byabove ~~DSM~~does not purport to be complete and ~~Martek~~is onqualified ~~December 21,~~in ~~2010~~its ~~concerning~~entirety by reference to the Merger Agreement, ~~and~~which ~~Offer~~Martek isfiled ~~attached~~ as Exhibit 992.1 to ~~this~~its ~~report~~Current ~~and~~Report ison ~~incorporated~~Form 8-K, infiled ~~this~~with ~~report~~the SEC on December 21, 2010, and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of the Effective Time, each of James R. Beery, Harry J. D’Andrea, Michael G. Devine, Steve Dubin, Robert J. Flanagan, Polly B. Kawalek, Jerome C. Keller, Douglas J. MacMaster, Jr., Robert H. Mayer, David M. Pernock and Eugene H. Rotberg will resign from Martek’s Board of Directors (the “Board”) and from any committees of the Board on which they served. Pursuant to the Merger Agreement, the directors of Purchaser immediately prior to the Effective Time will become the directors of Martek as of the Effective Time.

Item 5.03 Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, Martek’s certificate of incorporation will be amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). A copy of the form of the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Also pursuant to the Merger Agreement, at the Effective Time, Martek’s bylaws will be amended and restated in their entirety to be identical to the bylaws of Purchaser, as in effect immediately prior to the Effective Time, except that the name of the company set forth therein will be Martek Biosciences Corporation (the “Amended and

Restated By-Laws”). A copy of the form of the Amended and Restated By-Laws is filed as Exhibit 3.2 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibits
2.1		Agreement and Plan of Merger, dated as of December 20, 2010, among Koninklijke DSM N.V., Greenback Acquisition Corporation and Martek Biosciences Corporation.
99.1		Press Release dated December 21, 2010 issued by Koninklijke DSM N.V. and Martek Biosciences Corporation.

(d) Exhibits

Exhibit No.		Description
3.1		Form of Amended and Restated Certificate of Incorporation of Martek Biosciences Corporation (incorporated by reference to Exhibit 2.1 to Martek’s Current Report on Form 8-K filed on December 21, 2010).

3.2		Form of Amended and Restated By-Laws of Martek Biosciences Corporation.**

** Filed herewith

SIGNATURES

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

	Martek Biosciences Corporation
Date: December 21, 2010	By:	/s/ Peter L. Buzy
Date: February 25, 2011	By:	/s/ Peter L. Buzy
	Peter L. Buzy	~~Peter L. Buzy~~
	Chief Financial Officer, Treasurer and	~~Chief Financial Officer, Treasurer and~~
		Executive Vice President for Finance and Administration
	Executive Vice President for Finance and
	Administration

EXHIBIT INDEX

2.1		Agreement and Plan of Merger, dated as of December 20, 2010, among Koninklijke DSM N.V., Greenback Acquisition Corporation and Martek Biosciences Corporation.
Exhibit No.		Description
99.1		Press Release dated December 21, 2010 issued by Koninklijke DSM N.V. and Martek Biosciences Corporation.
3.1		Form of Amended and Restated Certificate of Incorporation of Martek Biosciences Corporation (incorporated by reference to Exhibit 2.1 to Martek’s Current Report on Form 8-K filed on December 21, 2010).
3.2		Form of Amended and Restated By-Laws of Martek Biosciences Corporation.**

** Filed herewith

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