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NAUTA DUTILH



                                         ADVOCATEN NOTARISSEN BELASTINGADVISEURS








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                            UNAUTHORIZED TRANSLATION



                                  of a deed of




                              Economic transfer of:



        the business complex and laboratory, situated on a parcel of land, which
        parcel is situated in the zoningplan Leeuwenhoek, on the corner of the
        Archimedesweg and the Zernikedreef at Leiden, recorded in the
        landregister as municipality Leiden, section X number 4050





                            Deed dated 6 January 1999


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                                        Economic transfer of registered property
                                                                 OS/LA 8002.4273
                                                                    Document 001




This day, sixth day of January nineteen hundred and ninety-nine, there appeared
before me, Luutzen Frederik Tamminga, LL.M., civil law notary officiating in
Rotterdam:

1. a.   Mr Jari Ilmari Karlson, controller, residing at 2281 SV Rijswijk,
        Bilderdijklaan 40, born at Turku, Finland, on the twenty-eighth day of
        May one thousand nine hundred sixty-one, married, holder of a Finnish
        passport with number 2371571,

        for the purposes of this matter acting as mandatary authorized in
        writing by :

        Mr Stuart Lewis Melton, directeur, residing at Caversham Woods 77,
        Pittsford, NY 14534,

        United States of America, born at Peoria, Illinois, United States of
        America on the twenty-ninth day of December one thousand nine hundred
        forty-six, married, for the purposes of this matter acting as managing
        director A of the private company with limited liability: GENENCOR
        INTERNATIONAL B.V., having its registered office at Delft, address: 2288
        EK Rijswijk, Verryn Stuartlaan 1; and

   b.   Mr Johannes Cornelis van der Laan, research and development director,
        residing at 3124 BA Schiedam, Atalantahof 19, born at Amsterdam on the
        twentieth day of December one thousand nine hundred fifty-five, married,
        holder of passport with number N39086638, acting in his capacity of
        managing director B of the aforementioned compay: Genencor International
        B.V.,

    the appearers sub 1 a. en b., acting in said capacities, as such legally
    representing Genencor International B.V.,

    -   Genencor International B.V. hereinafter referred hereinafter called
        "Vendor"; and

2.  Mr Olaf Ansgar Joseph Hermanus Smit, candidate civil-law notary, residing at
    3011 TT Rotterdam, Admiraliteitskade 220, born at Breda on the fifteenth day
    of February one thousand nine hundred seventy-four, unmarried, holder of
    passport number L080762, for the purposes of this matter acting as mandatary
    authorized in writing by:

    a private company with limited liability:  ABN AMRO ONROEREND GOED LEASE EN
    FINANCIERINGEN B.V., having its registered office at Amsterdam, address:
    1112 XP Diemen,

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    Wisselwerking 22 (correspondence-address: p.o. box 1020, 1000 BA Amsterdam),
    registered in the Trade-register of the Chamber of Commerce and Industries
    at Amsterdam with number 184.851,

    hereinafter called "Buyer".

    The appearers, acting as stated, considering:

-   that Vendor has and has been since the start of the construction economical
    owner of: the business complex and laboratory, erected at the expense of
    Vendor, situated on a parcel of land, owned by the municipality of Leiden,
    which parcel has been granted to Buyer under a ground lease by the
    municipality of Leiden, and which parcel is situated in the zoningplan
    Leeuwenhoek, on the corner of the Archimedesweg and the Zernikedreef at
    Leiden, forming a part measuring approximately thirty-one are and seventy
    centiare marked at the spot, of the parcel, recorded in the landregister as
    municipality Leiden, section X number 4050 (formerly 4031), as indicated in
    outline on the map, marked LV 2265, dated the thirteenth day of July one
    thousand nine hundred ninety-six, altered the ninth day of December one
    thousand nine hundred ninety-eight, which map shall be attached to this
    deed, the buildings hereinafter referred to as "the Property Sold";

-   that Vendor is erecting a business complex and a laboratory, to be realized
    in confirmity with a building contract concluded with a building contractor,
    known to parties, hereinafter referred to as the "Building Contractor", the
    building contract hereinafter referred to as the "Building Contract" and in
    conformity with the construction specifications and the construction
    specification drawings associated with it, which documents are known to the
    parties;

-   that the Property Sold will be transferred in economic sense by Vendor to
    Buyer and Buyer will accept in economic sense on the date, on which the
    business complex and the laboratory will be handed over by the Building
    Contractor to the Vendor (this date hereinafter referred to as the
    "Completion Date"), provided that the business complex with the laboratory
    is erected in conformity with the Building Contract and in conformity with
    the construction specifications and the construction specification drawings
    associated with it;

-   that occupation of the Property Sold shall take place only after the
    Completion Date;

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-   that Buyer has the intention to make the Property Sold available to Vendor
    as of the Date of Completion on the basis of an agreement of lease;

declared the following:

PURCHASE AGREEMENT

The Vendor hereby sells to the Buyer and Buyer hereby buys from the Vendor the
Property Sold.

ECONOMIC TRANSFER

With effect from the Completion Date the Vendor delivers in economic sense the
Property Sold to the Buyer who accepts this in economic sense with effect from
the Completion Date.

The Vendor guarantees that he is empowered to sell and deliver in economic sense
the Property Sold.

ANCILLARY PROPERTY

Also the Vendor delivers with effect from the Completion Date to the Buyer who
accepts with effect from the Completion Date the movables that are intended to
serve the Property Sold permanently as referred to in section 254 of Book 3 of
the Civil Code, these movables hereinafter also called "the Ancillary Property".

PAYMENT OF PURCHASE PRICE

The purchase price of the Property Sold and the Ancillary Property amounts to
the total of the costs that Vendor has made on the matter of the building of the
buildings erected on the land, up to a maximum of eight million (NLG
8.000.000,--) excluding VAT.

The purchase price will be paid by the Vendor to the Buyer on the Completion
Date.

APPLICABLE PROVISIONS

The purchase and transfer in economic sense shall be subject to the following

PROVISIONS

EXPENSES AND TAXES

Article 1.

All the expenses, taxes and other burdens falling on this agreement of purchase
and sale and on the economic and the actual deliveries of the Property Sold
shall be for account of the Vendor.

USE OF THE PROPERTY SOLD

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Article 2.

The Buyer has stated that he wishes to use the Property Sold as business complex
and laboratory.

The Vendor has stated that he is not aware that the Property Sold should lack
one or more properties that would be necessary for a normal use as stated above
and that the Buyer could consequently expect in reason, or that the intended use
would not be permitted on the strength of any rules of private or public law.

LEGAL STATE OF THE PROPERTY SOLD

Article 3.

The Vendor guarantees that no retention rights are/shall be exercised with
regard to the Property Sold.

Article 4.

The Vendor guarantees the correctness of the following:

a.  the Property Sold is at the Completion Date free of hire and other user
    rights, empty, vacated with the exception of any movables sold along with it
    and unclaimed; it is not being used by third parties without right or title;

b.  For the Vendor there are at the Completion Date no obligations to third
    parties on the strength of any pre-emption right, option, right of
    repurchase or hire purchase;

c.  the Vendor does not know whether the Property Sold is the subject of any
    (pending application for advice on) designation or a designation order or
    register entry:

    1.  as a protected monument in the sense of section 3, 4 or 6 of the
        Historic Buildings and Ancient Monuments Act;

    2.  as a protected town or village view or proposal for the purpose as
        referred to in section 35 of the Historic Buildings and Ancient
        Monuments Act;

    3.  by the municipality or province as a protected town or village view;

d.  the Vendor does not know whether the Property Sold is included in a town or
    village renewal plan or has been designated for town or village renewal or
    has been included in a designation as referred to in section 2 or section 8
    or in a proposal as referred to in section 6 or section 8a of the Municipal
    Priority Rights Act;

e.  in connection with the Property Sold no legal action or arbitration is
    pending.

ACTUAL CONDITION OF THE PROPERTY SOLD

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Article 5.

1.  On the Completion Date the Property Sold shall be delivered and accepted in
    the actual condition in which it is then, entirely vacated with the
    exception of any movables possibly sold along with it.

2.  If the size stated above for the Property Sold is not correct or not
    complete neither the Vendor nor the Buyer shall derive any right from that.

ACTUAL TRANSFER/PROFITS AND LOSSES

Article 6.

The actual transfer of the Property Sold will be effected on the Completion
Date.

From the time of transfer the profits of the Property Sold shall be for the
benefit of the Buyer and the expenses shall be for account of the Buyer.

TRANSFER OF THE RISK

Article 7.

1.  The risk of the Property Sold shall pass to the Buyer at the time of the
    actual transfer agreed in article 6.

2.  In deviation from the provisions of section 7:10 of the Civil Code, in the
    event of rescission of the purchase agreement, even if it is brought about
    by the Buyer, the risk of the Property Sold shall be for the Buyer until the
    retransfer to the Vendor.

RESCISSION

Article 8.

1.  All resolutory conditions that might have been agreed will cease to operate
    on the Completion Date and will be annulled entirely on the Completion Date.
    So with effect from the Completion Date neither the Vendor nor the Buyer can
    still invoke a resolutory condition in respect of this purchase and transfer
    in economic sense.

2.  The parties explicitly intimate that they wish to exclude every possibility
    of rescission or annulment of this purchase and transfer in economic sense
    and are hereby doing this in so far as the law allows them to do so.

    For those cases in which exclusion of rescission or annulment is not legally
    possible, they intimate as their explicit desire that the consequences of a
    possible rescission or annulment shall remain as limited as possible.

TRANSFER IN AN ECONOMIC SENSE

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Article 9.

    The possession and enjoyment of the Property Sold shall be delivered to the
    Buyer on the completion Date and with effect from the Completion Date the
    Property Sold shall belong in an economic sense to the Buyer.

DEFAULT AND FINES

Article 10.

1.  If the Vendor, after notice of default has been given to him by writ, during
    a period of fourteen days neglects to fulfil one or more of its obligations
    by virtue of this agreement the Vendor shall forfeit for the benefit of the
    Buyer an immediately payable

    penalty of one million Dutch guilders

    (NLG 1.000.000,--), such without prejudice to the obligation to fulfil
    towards the Buyer the agreement and without prejudice to the right of the
    Buyer to claim compensation of damages and to the other rights of the Buyer.

2.  If the Buyer, after notice of default has been given to him by writ, during
    a period of fourteen days neglects to fulfil any obligation by virtue of
    this agreement the Buyer shall forfeit for the benefit of the Vendor an
    immediately payable penalty of one million Dutch guilders (NLG
    1.000.000,--), such without prejudice to the obligation to fulfil towards
    the Vendor the agreement and without prejudice to the right of the Vendor to
    claim compensation of damages and to the other rights of the Vendor.

3.  A fine shall be forfeited no matter whether the shortcoming is culpable or
    not.

INDIVISIBILITY

Article 11.

1.  The obligations flowing from this Deed on the part of the Vendor or
    connected therewith shall be indivisible where the Vendor is concerned.

2.  The obligations flowing from this Deed on the part of the Buyer or connected
    therewith shall be indivisible where the Buyer is concerned.

TRANSFER OF ANCILLARY PROPERTY

Immediately after the execution of this deed the ownership of the Ancillary
Property shall be transferred in a legal sense to the Buyer in the condition in
which the Ancillary Property now is and free from pledges. Also immediately
after the execution of this deed the Ancillary Property shall be accepted by the
Buyer in the above-mentioned condition.

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TRANSFER TAX/TURNOVER TAX

The appearers declared that this transfer is encumbered with turnover tax by
virtue of the provisions of article 11(1) beginning and (a)(1) of the Turnover
Tax Act 1968. This turnover tax shall be for account of the Buyer and has not
been included in the said purchase price.

In respect of the transfer tax the exemption referred to in section 15 (1)
beginning and (a) of the Act on Taxes on Legal Transactions is invoked because
the Property Sold has not been used as a business assets.

REGISTRATION

Neither this deed nor any copy of or extract from it shall be intended to be
registered for the transfer of the Property Sold in the public registers
intended for the purpose because this deed does not contain a transfer of
registered property.

CHOICE OF DOMICILE

In respect of the performance of this agreement, also for fiscal consequences,
domicile is chosen at my, notary's office.

MANDATES AND POWERS OF ATTORNEY

The mandates for the appearers are evidenced by two private powers of attorney,
which will be attached to this instrument. Sufficient evidence of the powers of
attorney included in the mandates has been given to me, notary.

The appearers declared that they accepted the relevant mandates.

FINAL PROVISIONS

1.  The capitalized headings are intended to increase the readability of this
    instrument and neither Vendor nor Buyer can derive any right from
    them.

2.  Unless something else has been stated or agreed in more detail all
    communications, notifications and requests or demands that are made or
    brought by virtue of this agreement must be effected by telefax, by
    registered letter or by writ.

    If communications, notifications and requests or demands have been effected
    by telefax they must be confirmed immediately by registered letter or writ
    on pain of nullity, in which connection the date of despatch of the telefax
    message shall be the date of receipt.

3. This agreement shall be subject to the General Extension of Time-limits Act.

4.  This agreement and its performance shall be governed exclusively by Dutch
    law.

CONCLUSION

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The appearers are known to me, notary.

WHEREOF AN ORIGINAL INSTRUMENT

was executed in Rotterdam on the date stated at the head of this instrument.

After the gist of this instrument had first been stated to the appearers by me,
notary, they declared unanimously that they had taken note of the content of
this instrument and did not desire it to be read out in full.

Subsequently, upon being read out in part, this instrument was signed by the
appearers and me, notary.