AutoCoded Document



Exhibit 10.1



July 14, 2006



Rhett Atkins

Eden Bioscience Corporation
11816 North Creek Pkwy. N.
Bothell, WA  98011




	 	RE: 	AMENDMENT

to the Exclusive License Agreement by and between Eden Bioscience Corporation
(hereinafter “LICENSEE”) and Cornell Research Foundation, Inc. (hereinafter
“FOUNDATION”) effective May 1, 1995 (Our ref.: CRF Contract #C-0548)







Effective
July 1, 2006 (“Effective Date”), the undersigned parties agree
to hereby modify the Exclusive License Agreement referenced above as follows:



     Article
VIII entitled “ROYALTIES AND MINIMUM ROYALTIES TO BE PAID DURING THE
LICENSE AGREEMENT”, the following paragraph shall be changed from:



Beginning
with the fourth License Year, each License Year LICENSEE shall pay FOUNDATION a
minimum annual royalty payment according to the following schedule:


	License Year 5	 	$  50,000	 
	License Year 6	 	$100,000	 
	License Year 7	 	$200,000	 
	License Year 7+	 	$200,000	 



to:



Beginning
with the fifth License Year, each License Year LICENSEE shall pay FOUNDATION a
minimum annual royalty payment according to the following schedule:


		
	License Year 5	 	$  50,000	 
	License Year 6	 	$100,000	 
	License Year 7-9	 	$200,000	§
	License Year 10	 	$200,000	‡
	License Year 11-13	 	$200,000	*
	License Year 14+	 	$200,000	 
	 			




	§	Eden
has fulfilled its minimum royalty obligation for license year 7-9 through  research
support as stated in the letter of March 26, 2004 by Richard S. Cahoon.  The letter is
provided in Appendix H.







	‡	Eden’s
minimum royalty obligation for license year 10 has been amended to  incorporate terms
stated in the letter to Eden Bioscience of May 26, 2005 by  Richard S. Cahoon. The letter
is provided in Appendix I.







	*	Development
Fund. FOUNDATION shall establish the Development Fund to advance the  research and field
trials for transgenic plants that contain Licensed  Invention(s) included in contract
C-0548. Said Development Fund shall be  independent from other FOUNDATION accounts of
royalty distribution. LICENSEE and  FOUNDATION shall engage in good faith discussion
within three months after  signing of this Amendment to agree upon the use of the














	  	Development Fund
and to select the parties designated to conduct the project. The
designated parties may  include LICENSEE, Cornell University and third parties who are in
the best  position to develop the Invention(s) in the transgenic field, or the
combination  of the above. FOUNDATION shall have the rights to make final decisions
regarding  use of the Development Fund. The total amount of the Development Fund is Three
Hundred Thousand Dollars ($300,000.00) which will be paid according to the  following
schedule.







	 	The
obligation for minimum royalty payment for the period May 1, 2005 through April
30, 2006 (License year 11) shall be satisfied, if LICENSEE deposits One Hundred
Thousand Dollars ($100,000.00) in the Development Fund within thirty (30) days
after July 15, 2006. If LICENSEE fails to deposit said money in the Development
Fund according to the schedule defined above, minimum royalty payment due in
License Year 11 will revert to $200,000 due as of August 15, 2006.







	 	The
obligation for minimum royalty payment for the period May 1, 2006 through April
30, 2007 (License Year 12) shall be satisfied, if LICENSEE deposits Fifty
Thousand Dollars ($50,000.00) in the Development Fund within thirty (30) days
after July 15, 2006 and deposits another Fifty Thousand Dollars ($50,000.00) to
the Development Fund within six (6) months after July 15, 2006. If LICENSEE
fails to deposit said money in the Development Fund according to the schedule
defined above, minimum royalty payment due in License Year 12 will revert to
$200,000 due as of January 15, 2007.







	 	The
obligation for minimum royalty payment for the period May 1, 2007 through April
30, 2008 (License Year 13) shall be satisfied, via the following: 1) LICENSEE
deposits Fifty Thousand Dollars ($50,000.00) in the Development Fund within
thirty (30) days after May 1, 2007 and another Fifty Thousand Dollars
($50,000.00) within thirty (30) days after November 1, 2007; 2) LICNESEE pay
FOUNDATION One Hundred Thousand Dollars ($100,000.00) within thirty (30) days
after May 1, 2008. The One Hundred Thousand Dollars ($100,000.00) payment is
independent from the Development Fund. If LICENSEE fails to deposit said money
in the Development Fund according to the schedule defined above, minimum royalty
payment due in License Year 13 will revert to $200,000 due as of December 1,
2007.







	Minimum	 	
royalty payment for the licensing years (License Year 14) starting May 1, 2008
shall resume according to the schedule described herein.







These
changes do not otherwise change the terms and conditions of the Agreement.



     IN
WITNESS THEREOF, the parties have caused this instrument to be executed in
duplicate as of the Effective Date written above.


	Cornell Research Foundation, Inc.	   	Eden Bioscience Corporation
	 	 	 
	By: _/s/ Richard S. Cahoon_______________ 	 	By: _/s/ Rhett Atkins____________________
	 	 	 
	Print Name: Richard S. Cahoon	 	Print Name:_Rhett Atkins________________
	 	 	 
	Title: Senior Vice President	 	Title:__President/CEO_________________
	 	 	 
	Date: _July 14, 2006_________________	 	Date: _July 17, 2006___________________




L:\CCTEC\Agreements\Contracts
0501-0600\Contracts 0541-0550\C-0548\Working Folder\
Eden Bioscience Corporation C0548
AMD 07-01-2006