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                                                                   Exhibit 10.11

                                  CONFIDENTIAL

***PORTIONS OF THE EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
THE COMPLETE EXHIBIT, INCLUDING THE PORTIONS FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

                               RESEARCH AGREEMENT
                        GENENCOR INTERNATIONAL, INC. AND
                          THE PROCTER & GAMBLE COMPANY


        This Agreement is effective June 30, 2000, between GENENCOR
INTERNATIONAL, INC. (together with its Affiliates, "GCOR"), a Delaware
corporation with offices at 200 Meridian Centre Boulevard, Rochester, New York
14618, and THE PROCTER & GAMBLE COMPANY, (together with its Affiliates, "P&G"),
an Ohio corporation with offices at One Procter & Gamble Plaza, Cincinnati, Ohio
45202.

        WHEREAS, P&G has unique skills and technology specific to the
development and use of laundry and cleaning product formulations desired by
consumers and institutional users, and has the ability to manufacture and sell
such products globally;

        WHEREAS, GCOR has unique skills and technology specific to the
development of enzymes and other materials obtainable from biological systems,
and has the ability to commercially supply such enzymes and other materials in
industrial quantities;

        WHEREAS, the Parties desire to enter into this Agreement to cooperate in
an iterative program of specific research projects, which utilize each Party's
unique abilities;

        WHEREAS, the Parties desire to agree upon specific Success Criteria for
each specific research project with the challenging goal of identifying new raw
materials which can be formulated into laundry and cleaning products as well as
certain other products sold by P&G to provide breakthrough levels of consumer
noticeable benefits;

        WHEREAS, the Parties recognize the highly uncertain nature of the
research projects desired to be conducted, including the uncertainty regarding
whether one or both Parties may develop new technologies of value to one or both
of the Parties; and

        WHEREAS, the Parties contemplate that their research efforts may yield
Patent Rights which the Parties desire to license to each other consistent with
this Agreement and a Technology Transfer Agreement ("TTA"), which TTA is entered
into simultaneously herewith relating to certain current as well as these
prospective Patent Rights:

        THEREFORE, in consideration of the mutual promises herein, the Parties
agree as follows.


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1.      DEFINITIONS

        A.   "Field of Agreement" means enzymes or other materials obtained from
             biological systems whether living or non-living (hereafter
             "Materials") purposefully added to a formulation of Laundry and
             Cleaning Products, but shall not include Materials used ***.

        B.   "Project" means an investigation of formulations, concepts,
             technologies, processes, procedures, tests, standards or
             manufacturing processes for Materials in the Project Field and for
             new or improved Materials within the Field of Agreement.

        C.   "Project Form" means (i) when executed by one Party, that Party's
             proposal to initiate a Project on a confidential basis and with
             certain requirements or specifications (a "Proposed Project"), and
             (ii) when executed by both Parties, the Parties' mutual agreement
             to share certain results or specifications in a Project Field and
             to undertake a Project (an "Approved Project").

             Approved Projects will commence immediately upon mutual execution
             of the applicable Project Form (as set out in ATTACHMENT 1), which
             shall include Project Success Criteria and a project milestone
             plan, and related Confidential Disclosure Agreement (as set out in
             ATTACHMENT 2A). All Approved Projects shall take the form of either
             Research Projects or Development Projects.

        D.   "Research Project" means an Approved Project devoted primarily to
             research activities and continuing until the earlier of: (1) a
             written notice by the Leadership Committee or either Party that the
             Approved Project is terminated and no Development Project will
             result; or (2) mutual execution of a Project Form for a resulting
             Development Project as defined below.

        E.   "Development Project" means an Approved Project, which is
             designated a Development Project, and commencing upon mutual
             execution of a Project Form, which may include revised Success
             Criteria (including commercial criteria) and based upon written
             recommendation of the Leadership Committee, which Approved Project
             shall be devoted primarily to development activities.

        F.   "Project Administrator" means for each Party, the individual whose
             name, address and fax number are entered by such Party on the
             Project Form or such other persons as may thereafter be designated
             by written notice from time to time. At any given time, there will
             be no more or less than one (1) Project Administrator per Party per
             Approved Project.

        G.   "Project Field" means an investigation of formulations, concepts,
             technologies, processes, procedures, tests, standards or
             manufacturing processes for Materials under an Approved Project
             within the Field of Agreement.


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        H.   "Laundry and Cleaning Products" means products for ***.

        I.   "Success Criteria" means for each Approved Project, deliverables,
             timetables, detailed specifications and other mutually agreed
             measures of success, all set out in writing in the applicable
             Project Form. Success Criteria shall include either technical
             criteria, commercial criteria or both, as appropriate to the
             applicable Approved Project.

        J.   "Observable Benefit" means for any Material provided hereunder, a
             benefit measured by a jointly agreed objective technical test
             established by the Leadership Committee, which benefit results from
             the use of such Material in commercially reasonable dosages in a
             Laundry and Cleaning Product.

        K.   "Leadership Committee" means the committee composed and empowered
             under the terms of SUBSECTIONS 3.H-J  below.

        L.   "Non-Project Materials" means Materials not identified or developed
             under an Approved Project but sampled for analysis in the Approved
             Project by either Party. Non-Project Materials should be so
             designated in writing by the sampling Party within 30 days of being
             sampled into an Approved Project.

        M.   "Patent Rights" means patent applications and patents issuing
             therefrom (both foreign and domestic) which claim an invention
             conceived and/or reduced to practice pursuant to an Approved
             Project. Patent Rights shall include those inventions presently
             listed in SCHEDULE 1 or subsequently listed in SCHEDULE 2 of the
             Technology Transfer Agreement.

        N.   As used herein, the term "Affiliates" for P&G means any corporation
             controlling, controlled by or under common control with The Procter
             & Gamble Company, through stock ownership, direct or indirect, and
             for GCOR means any corporation, controlled by or under common
             control with Genencor International, Inc. through greater than
             seventy-five percent (75%) stock ownership. Any other party
             constitutes a "non-Affiliate."

        O.   "*** Assay" shall mean activity and performance assays applicable
             to identification of Materials for the Field of Agreement or P&G's
             Business Field performed in a volume of less than *** which are
             directly related to and developed during an Approved Project.

        P.   "*** Assay Patent Rights" means inventions and patent applications
             and patents issuing therefrom (both foreign and domestic) which
             relate to or claim a *** assay or *** screen which is directly
             related to and developed during an Approved Project.

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        Q.   "Isolated Samples" means samples which are isolated or extracted
             from a Library before sampling, for evaluation in P&G's *** assays.

        R.   "Libraries" means multiple samples which are produced through an
             effort to identify Materials having desired performance
             characteristics.

2.      CONFIDENTIAL INFORMATION

        A.   Confidential Information shall have the meaning set out in
             ATTACHMENT 2A and shall include cumulatively all Confidential
             Information under any duly executed Confidential Disclosure
             Agreement ("CDA"). Confidential Information relating to chemical
             information useful in the development of screening methods will
             be shared relating to the following: 1) the ***, including, for
             example, ***; 2) methods for *** used under current technology;
             and 3) the relevant conditions under which the *** under current
             technology. All Confidential Information disclosed in connection
             with any Project Form and related Proposed Project shall be
             protected by such a CDA executed by the Parties. Upon execution
             by both Parties of a Project Form such applicable CDA shall be
             incorporated therein. CDA's shall include those listed and
             attached here as a part of ATTACHMENT 3. Applicable CDA's shall
             also be attached to each applicable Project Form and be
             incorporated therein by reference. ATTACHMENT 2A provides a
             standard CDA form for use in relation to each Project Form.

             For clarity, the Parties acknowledge that each Party has an
             interest in *** assays outside the Field of Agreement, only
             information which is important for the development of assays
             correlating to the identification and/or application of materials
             in laundry and cleaning products should be shared under this
             agreement. This may include information on the textile or fiber
             used in the assay, the substrate used, detection methods and
             detergent chemistry. The information shared should not include
             information such as ***.

        B.   For Materials provided prior to execution of this Research
             Agreement, under those Material Transfer Agreements listed and
             attached hereto as ATTACHMENT 4, the Parties have agreed that
             such Materials shall hereafter be governed by the terms set out
             in this Research Agreement. The terms herein shall control over
             any inconsistent terms contained in the respective Material
             Transfer Agreements, which are hereby terminated effective as of
             the execution of this Research Agreement. Further, in the event
             that either Party provides samples of materials prior to entering
             into an Approved Project, the Parties agree to execute a Standard
             Material Transfer Agreement covering the terms under which these
             samples will be provided and received; a sample form of this
             agreement is provided as ATTACHMENT 2B. In the event that an
             Approved Project is subsequently entered into for such sampled
             materials, upon execution of the Project Form by both Parties to
             establish the Approved Project, all Material Transfer Agreements
             relating to sampled materials which are part of this Approved
             Project are terminated and the terms herein this

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             Research Agreement shall control over any inconsistent terms
             contained in these earlier Material Transfer Agreements. The
             Material Transfer Agreements relevant to each Approved Project
             shall be attached to each applicable Project Form.

        C.   Any Project Form, whether executed by one or both Parties, shall
             be deemed Confidential Information under the applicable CDA.

        D.   Upon termination or expiration of this Agreement or an Approved
             Project, all CDA's shall continue in force until termination or
             expiration under their own terms.

        E.   Either Party shall have the right to disclose Confidential
             Information to any of its Affiliates which are involved in the
             performance of this Agreement, provided the Affiliate in advance
             has agreed in writing to be bound by the terms of this Agreement
             and the applicable CDAs, and that this Party shall be liable to the
             other Party to the extent that any of its Affiliates breach any
             secrecy or other obligations.

3.      PROJECT INITIATION AND ADMINISTRATION

        A.   Either Party may propose a Project by first obtaining execution by
             both Parties of an applicable CDA and thereafter by forwarding two
             copies of a completed Project Form, signed by the initiating Party
             and including its Project Administrator, the fully executed CDA and
             proposed Success Criteria.

        B.   The Party receiving a completed Project Form shall consider in good
             faith the Proposed Project and, within the time specified in the
             Project Form, shall give notice, by returning a duly executed copy
             of the Project Form, that the initiating Party agrees to the
             Proposed Project. The Project Form, duly executed by both Parties,
             shall then become the basis for an "Approved Project" to which the
             terms of this Agreement apply. Alternatively, the receiving Party
             may decline to execute the Project Form, or may notify the
             initiating Party that the Receiving Party wishes to pursue the
             Proposed Project, but under modified Success Criteria. Further,
             prior to entering into an Approved Project, the Parties may agree
             that materials should be sampled in order to more fully consider
             the Proposed Project; such sampled materials shall be shared
             under the terms of the Standard Material Transfer Agreement, a
             sample form of which is attached as ATTACHMENT 2B.

        C.   If either Party declines to participate in a Proposed Project,
             neither Party shall have any obligation concerning such Proposed
             Project, except as arise under the applicable CDA, Material
             Transfer Agreements (if any), and SECTION 2 AND SUBSECTION 7.C of
             this Agreement, and either Party may pursue such Project with any
             other party.

        D.   Each Party shall provide executed Project Forms to both Project
             Administrators within ten (10) days of execution by that Party.

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        E.   Until both Parties have executed the applicable Project Form, no
             Party is obligated under any Proposed Project. This Agreement's
             terms and conditions shall apply only to any Approved Projects
             entered into under this Agreement. Except for Approved Projects,
             nothing in this Agreement shall prevent either Party from entering
             into other projects with other parties, nor is either Party
             required by this Agreement to first offer such projects to the
             other Party before offering such projects to a non-Party.

        F.   The Parties agree that Materials and formulations provided to it
             by the other Party shall be used solely for the purposes intended
             and necessary for the Approved Project to which the sampled
             Materials or formulations are being provided, with the exception
             that P&G shall have the right to test certain Materials outside the
             Field of Agreement but within P&G's Business Field under the
             procedures as provided hereinafter in SECTION 5. Further, the
             Parties recognize that in some circumstances there may be the need
             for special handling (e.g., non-analysis of samples) of Materials
             or formulations being supplied to the other Party under an Approved
             Project. Such special handling requirements shall be observed by
             the Party receiving the special sample if the special handling
             procedures are provided in writing to the receiving Party's Project
             Administrator for each Approved Project to which the special sample
             relates and the Project Administrator approves such special
             handling requirements in writing prior to the special sample being
             sent for that Project Administrator's Approved Project, or if such
             special handling procedures are authorized in writing by the
             Leadership Committee prior to the special samples being sent.

        G.   Neither Party shall, during any Approved Project and for a time
             thereafter as specified herein, transfer or disclose to third
             parties for use within the Field of Agreement, any Materials or
             know how resulting from an Approved Project and provided to the
             other Party for evaluation. Also, neither Party will, during any
             Approved Project and for a time thereafter as specified below,
             collaborate with third parties in a Project with substantially the
             same Success Criteria as any Approved Project. Each party shall
             otherwise be free to receive, evaluate and commercially use
             (including supply and/or purchase) Materials for all purposes with
             any third party, subject only to the provisions of this Agreement,
             the applicable CDA and the TTA.

        H.   Each Party shall appoint up to three (3) representatives to serve
             as members of the Leadership Committee to direct specific Approved
             Projects and the overall course of activities under this Agreement.
             Decision of the Leadership Committee shall require a unanimous
             vote.

        I.   Subject to the oversight and approval of the Parties, the
             Leadership Committee shall be responsible for the following:

             (1)  Overall direction of the Approved Projects, including
                  financial requirements for the Approved Projects and directing
                  activities of the Project Administrator(s);

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             (2)  Monitoring, updating and modifying, if necessary, all
                  current Approved Projects.

             (3)  Determination that a Research Project is completed and
                  recommendation of new or revised Success Criteria for a
                  Development Project;

             (4)  Scheduling and conducting biannual reviews, or such more
                  frequent reviews as the Leadership Committee determines
                  necessary;

             (5)  Preparation and approval of the Success Criteria, consistent
                  with the terms of this Agreement;

             (6)  Reviewing inventions made pursuant to an Approved Project
                  with patent counsel and facilitating patent filings as
                  pursued by the appropriate Party.;

             (7)  Recommending to the Parties the licensing of third party
                  technology and/or intellectual property, (if any) as
                  necessary for the enhancement of any Approved Project as
                  needed.

        J.   Each Party shall notify the other within thirty (30) days after the
             effective date of this Agreement of the names of its Leadership
             Committee members. The Leadership Committee shall have no authority
             to modify or amend the terms of this Agreement. Any dispute or
             issue that cannot be resolved by the Leadership Committee shall be
             referred to senior management of the Parties to be resolved by
             them.

4.      APPROVED PROJECTS

        A.   Each Party shall promptly undertake performance of an Approved
             Project as set forth in the applicable Project Form. During each
             Approved Project, the Parties will endeavor to perform their
             respective duties and to develop and submit to each other any
             deliverables identified in the Approved Project's Success Criteria.

        B.   All work on Approved Projects shall be directed and controlled by
             the designated Project Administrator of each Party, subject to
             the oversight of the Leadership Committee.

        C.   P&G will pay GCOR for the research conducted under this Agreement
             as follows.

             *** of this Agreement until June 30, 2003, for a total of One
             Million Five Hundred Thousand Dollars ($1,500,000), with payment to
             be made by P&G *** no later than ***. In the event that P&G earlier
             terminates this Agreement by giving written notice to GCOR pursuant
             to SUBSECTION 7.B below on or before the June 30 end of a contract
             year, then ***.

             In addition, upon signing of the Success Criteria for an Approved
             Project to enter into a Development Project phase from a Research
             Project conducted under this Agreement, a Supplier Advance shall
             become due from P&G to GCOR and shall be payable within 2 months of
             signing the Success Criteria for such Development Project). The
             Supplier Advance shall be based on ***.


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             Further, in the event that the Parties enter directly into an
             Approved Project at the Development Project phase without having
             had a preceding Research Project phase, P&G shall pay GCOR a
             Supplier Advance based on ***. All such payments under this
             paragraph shall become due upon mutual agreement that GCOR has met
             the previously agreed to and signed Success Criteria for such
             Development Project, and shall be payable within two (2) months
             thereafter. ***.

             Any amounts which become due under this SUBSECTION C prior to any
             expiration or termination of the Agreement shall be non-refundable.

        D.   Notwithstanding the other terms of this Agreement: (1) GCOR shall
             continue to have the right to use Non-Project Materials sampled
             by GCOR outside the Field of Agreement; and (2) Non-Project
             Materials sampled by GCOR which show no commercially relevant
             Observable Benefits in the Project Field shall be immediately
             released from the Approved Project for sampling and supply by
             GCOR to third parties in all Fields. For such Non-Project
             Materials which show no Observable Benefit, P&G shall grant to
             GCOR at GCOR's request a non-exclusive, royalty-free license
             (with the right to sublicense) under all applicable Patents
             Rights owned or exclusively controlled by P&G pursuant to this
             Agreement or the TTA, necessary to make, have made, use and sell
             such Non-Project Materials.

             Notwithstanding the other terms of this Agreement: (1) P&G shall
             have the right to use Materials outside the Field of Agreement only
             pursuant to SECTION 5 hereinafter, with the exception that for
             Non-Project Materials sampled by P&G, P&G shall continue to have
             the right to use such Non-Project Materials outside the Field of
             Agreement; and (2) Non-Project Materials sampled by P&G which show
             no Observable Benefits in the Project Field shall be immediately
             released from the Approved Project for sampling and supply by P&G
             to third parties in all fields. For such Non-Project Materials
             which show no Observable Benefit, GCOR shall grant to P&G at P&G's
             request a non-exclusive, royalty-free license (with the right to
             sublicense) under all applicable patent Rights owned or exclusively
             controlled by GCOR pursuant to this Agreement or the TTA, necessary
             to make, have made, use and sell such Non-Project Materials.

        E.   Further, Project Materials that show no Observable Benefit in the
             Project Field may be released from the Approved Project for
             sampling and supply by one or both of the Parties to third parties
             in all fields by agreement of the Leadership Committee, but
             sampling of such Material shall not require grant by either Party
             to the other Party of licenses under applicable Patent Rights owned
             or exclusively controlled by the other Party pursuant to this
             Agreement or the TTA.

5.      FIRST REFUSAL FOR SIGNIFICANT MATERIALS

        A.   During the term of this Agreement and for a period of ***
             thereafter, P&G shall have the right of first refusal to receive
             samples of all Approved Project Materials

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            (excluding Non-Project Materials) which demonstrate an Observable
            Benefit in an Approved Project ("Significant Materials") prior to
            GCOR providing for evaluation such Significant Materials to any
            third party for use outside the Field of Agreement but within P&G's
            Business Field. P&G may request GCOR's approval to test such
            Significant Materials for use outside of the Field of Agreement but
            within P&G's Business Field at any time during this period, which
            approval shall not unreasonably be withheld by GCOR. Sampling of
            such Significant Materials following GCOR's approval shall be under
            the terms as provided hereinafter under SUBSECTIONS 5.E AND 5.F. In
            the event that GCOR denies this P&G request, GCOR shall continue to
            be obligated to first offer such Significant Materials to P&G prior
            to GCOR sampling to any third party for evaluation within P&G's
            Business Field.

        B.  For purposes of this Agreement, P&G's Business Field shall mean ***.

        C.  Prior to GCOR sampling any third party such Significant Materials
            for use within a designated segment of P&G's Business Field, GCOR
            shall offer P&G the right to receive a sample of each such relevant
            Significant Material for P&G's evaluation in the designated segment
            of P&G's Business Field.

        D.  P&G shall advise GCOR in writing within thirty (30) days whether it
            wishes to exercise its right to receive such a sample of the
            applicable Significant Material. In the event that P&G has no
            interest in receiving a sample of the offered Significant Material
            for use outside the Field of Agreement within P&G's Business Field,
            then GCOR shall be free to sample such Significant Material to third
            parties for evaluation in the designated segment of P&G's Business
            Field outside the Field of Agreement as offered to P&G.

        E.  If P&G elects (by written notice) to receive a sample, then P&G
            shall have *** from the receipt of such sample of the relevant
            Significant Material to evaluate P&G's interest within the relevant
            portion of P&G's Business Field and to provide GCOR with written
            notice of such interest. During P&G's evaluation, and upon receipt
            of such notice from P&G, GCOR shall refrain from sampling such
            Significant Material to third parties until the Parties negotiate in
            good faith for an agreement to further research use of such
            Significant Material for commercialization by P&G of GCOR supplied
            Material. If after *** of good faith negotiations immediately
            following the *** P&G evaluation, the Parties cannot agree on terms
            of an agreement for further research, then GCOR shall be free to
            sample such Significant Material to third parties for evaluation in
            the designated segment of P&G's Business Field; and P&G shall
            thereafter be free to pursue with third parties its interest in the
            use of this Significant Material within the designated segment of
            P&G's Business Field.

        F.  In the event the Parties fail to execute a research agreement as
            provided for in SUBSECTIONS 5.E, then GCOR shall grant to P&G at
            P&G's request a *** under all applicable Patent Rights owned or
            exclusively controlled by GCOR pursuant to this

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            Agreement or the TTA, necessary for P&G to make, have made, use and
            sell such Significant Materials within P&G's Business Field but such
            license shall not apply to any other Materials. *** P&G shall grant
            GCOR a first right of refusal to manufacture such Significant
            Materials on terms to be negotiated in good faith by both Parties.
            In the event the Parties fail to reach agreement after such good
            faith negotiations, P&G shall not thereafter purchase such
            Significant Materials on terms more advantageous to a third party
            supplier than those it offered to GCOR.

6.      PATENT RIGHTS

        A.  Ownership of Inventions - All Patent Rights except *** Assay Patent
            Rights shall be owned by the Inventing Party (for purposes hereof,
            "Inventing Party" shall mean the Party whose employees or agents
            conceived and reduced to practice the invention claimed in a given
            Patent Right). *** Assay Patent Rights shall be owned by GCOR
            regardless of inventorship.

        B.  Prosecution of Patent Applications - Each Party agrees to provide
            the other's Project Administrator with timely notification of all
            invention disclosures resulting from an Approved Project, as well as
            all filing decisions, filing dates, issue dates and patent numbers
            which are associated with such invention disclosures. The Inventing
            Party shall be responsible at its expense to prepare, file,
            prosecute and maintain its Patent Rights, provided that both Parties
            will cooperate with each other in reviewing, drafting and
            prosecuting the Patent Rights of the other to the extent deemed
            necessary to optimize such patent efforts.

            Any patent application directed to Patent Rights shall not be filed
            without notice to the other Party. The other Party will be given at
            least ten (10) working days to review and comment on said patent
            application, unless the other Party agrees on a term shorter than 10
            days.

        C.  Unless otherwise agreed, each Party shall pay for the prosecution
            and maintenance of Patent Rights, except as provided in SUBSECTION
            6.D.

        D.  Each Party shall receive timely notice and the right to assume
            prosecution and maintenance of any Patent Right which the other
            (owning) Party elects to abandon.

            Further, if a Party desires to file a patent application in
            countries other than those the owning Party desires to file in, the
            other party shall be free to file such patent application in the
            desired other countries at its own expense.

7.      DURATION AND TERMINATION OF AGREEMENT

        A.  Unless terminated under SUBSECTION 7.B below, this Agreement shall
            continue in force until June 30, 2003. The term of this Agreement
            may be extended beyond June 30, 2003 on an annual basis upon the
            mutual written agreement of the Parties

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            for payment and other details concerning each such extension.

        B.  Either Party may terminate this Agreement in its entirety or any
            Approved Project (without terminating the entire agreement) at any
            time by giving written notice at least ninety (90) days before such
            termination becomes effective. Termination of this Agreement will
            end consideration of Proposed Projects and shall terminate all
            Approved Projects and all further P&G funding payments, unless such
            termination notice expressly provides otherwise.

        C.  Survival of Obligations - All licenses, ownership rights and all
            obligations relating to information about inventions, including CDA
            terms, which become effective prior to effective termination or
            expiration of an Approved Project or this Agreement shall survive.

        D.  Approved Projects begun under the Research Agreement between the
            Parties effective September 1, 1997 shall continue hereunder and
            shall be governed by the provisions contained in this Research
            Agreement with the exception that no Supplier Advance shall be owed
            for any Development Project existing prior to the June 30, 2000
            effective date of this Research Agreement.

8.      RIGHTS UPON TERMINATION

        A.  As used in this Agreement, collaboration with third parties (which
            includes subsequently established joint ventures or affiliations
            with, or through purchase, whole or in part, of or by parties who
            are third parties as of the date of signing of this Agreement) shall
            include: (i) discussing or conducting joint research and/or
            development work with a third party on Materials within the Project
            Field of the terminated Approved Project; and (ii) sampling, selling
            or buying for use in the Field of Agreement, Materials which were
            developed under the Approved Project or which were Non-Project
            Materials if the anticipated or actual use of this sampled Material
            has Observable Benefit within the Project Field.

        B.  Upon termination of a Research Project for any reason both Parties
            shall refrain from collaborating with third parties in the Project
            Field for *** from the date of termination of the Approved Project.
            However, in the event that the Success Criteria for a Research
            Project are met and, within one year of having met such Success
            Criteria, one party declines or fails to decide to progress to a
            Development Project, then that Party (herein for purposes of this
            paragraph referred to as the "Terminating Party") shall not work
            with third parties to further develop or commercialize any Materials
            identified from the Research Project, or otherwise collaborate with
            third parties in the Project Field, for *** and thereafter the
            Terminating Party shall be granted a non-exclusive, royalty-free
            license (without the right to sublicense non-Affiliates) under all
            applicable Patent Rights excluding *** Assay Patent Rights owned or
            exclusively controlled by the other Party pursuant to this Agreement
            or the TTA, necessary to then allow the Terminating Party to

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            collaborate with third parties on Materials within the Project
            Field. Further, the non-Terminating Party shall immediately be free
            to collaborate with third parties within or outside the Project
            Field. The Terminating Party shall grant to the other Party a
            non-exclusive, royalty-free license (without the right to sublicense
            non-Affiliates) under all applicable Patent Rights excluding ***
            Assay Patent Rights owned or exclusively controlled by the
            Terminating Party pursuant to this Agreement or the TTA, necessary
            to allow the other Party to collaborate immediately with third
            parties on Materials within the Project Field.

        C.  Upon termination of a Development Project as the result of P&G
            decisions or actions, including P&G's failure to meet its
            obligations under commercial criteria within the Success Criteria of
            the Development Project, then GCOR shall immediately be free to
            collaborate with third parties within or outside the Project Field.
            P&G shall grant to GCOR a non-exclusive, royalty-free license
            (without the right to sublicense non-Affiliates) under all
            applicable Patent Rights owned or exclusively controlled by P&G
            pursuant to this Agreement or the TTA, necessary to allow GCOR to
            collaborate with third parties on Materials within the Project
            Field. Moreover, P&G shall not collaborate with third parties in the
            Project Field for *** and thereafter GCOR shall grant to P&G a
            non-exclusive, royalty-free license (without the right to sublicense
            non-Affiliates) under all applicable Patent Rights owned or
            exclusively controlled by GCOR pursuant to this Agreement or the
            TTA, necessary to allow P&G to collaborate with third parties on
            Materials within the Project Field.

        D.  Upon termination of a Development Project as the result of GCOR
            decision or actions, including GCOR's failure to meet its
            obligations under commercial terms set out in Success Criteria of
            the Development Project, then P&G shall immediately be free to
            collaborate with third parties within or outside the Project Field.
            GCOR shall grant to P&G a non-exclusive, royalty-free license
            (without the right to sublicense non-Affiliates) under all
            applicable Patent Rights except *** Assay Patent Rights owned or
            exclusively controlled by GCOR pursuant to this Agreement or the
            TTA, necessary to allow P&G to collaborate with third parties on
            Materials within the Project Field. Moreover, GCOR shall not
            collaborate with third parties in the Project Field for ***, and
            thereafter P&G shall grant to GCOR a non-exclusive, royalty-free
            license (without the right to sublicense non-Affiliates) under all
            applicable Patent Rights owned or exclusively controlled by P&G
            pursuant to this Agreement or the TTA, necessary to allow GCOR to
            collaborate with third parties on Materials within the Project
            Field.

        E.  Upon termination of a Development Project as the result of mutual
            decision or actions of P&G and GCOR, including the Parties' failure
            to achieve technical criteria within the applicable Success Criteria
            or failure to agree on additional terms for a supply agreement other
            than those specific commercial obligations for each Party in Success
            Criteria of the applicable Development Project, then the Parties
            shall not collaborate with third parties in the Project Field for
            ***, and thereafter

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            both Parties shall grant to the other Party a non-exclusive,
            royalty-free license (without the right to sublicense
            non-Affiliates) under all applicable Patent Rights except *** Assay
            Patent Rights owned or controlled by the respective Party, necessary
            to allow the other Party to collaborate with third parties on
            Materials within the Project Field.

            In the event that termination of an Approved Project occurs during
            the Development Project and either Party is prohibited from
            collaborating with third parties for the period of ***, the Parties
            shall still be permitted during this *** period to take the
            following actions: (i) GCOR may after ***, sample Materials to third
            parties, as well as discuss supply terms and requirements, provided
            such Materials shall be commercially available only after the
            expiration of the *** period; and (ii) P&G may, after ***, seek a
            supplier for Materials, as well discuss supply term and
            requirements, provided such Materials shall be commercially supplied
            to P&G only after the expiration of the *** period.

        F.  For the term of *** after termination in either of a Research
            Project or a Development Project, and regardless of when or how
            termination occurs, GCOR shall not offer third parties better terms
            for supply of Materials for use in the Project Field than offered to
            P&G, nor shall P&G accept from any alternative supplier, terms more
            favorable to that supplier than those offered by GCOR.

        G.  Upon termination after the Material is supplied on a commercial
            basis by GCOR to P&G, then the terms shall be as set out in the
            Heads of Supply (Appendix A) appended to the TTA.

        H.  For the absence of doubt, the P&G license as described in SUBSECTION
            2.1(iv) of the TTA shall survive any termination hereunder.

9.      LIMITED SCOPE OF THIS AGREEMENT

        A.  Other Agreements Not Precluded - This Agreement shall not prevent
            the Parties from entering into other agreements together nor shall
            it terminate duly executed, existing agreements.

        B.  No Warranties Created - No product or patent warranties are granted
            or implied hereunder. No obligation to make any products or to
            conduct infringement clearance on the other Party's products,
            utilizing the Patent Rights under this Agreement, is granted or
            implied.

10.     INTERPRETATION

        A.  Captions - Captions are for convenience only and not to be used in
            construing this Agreement.

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<PAGE>   14

        B.  Partial Invalidity - Any provision of this Agreement held invalid or
            illegal shall be severed from this Agreement and shall not impair or
            invalidate any other provision. Any severed provision shall be
            replaced by the valid, legal one which comes closest to such severed
            provision.

        C.  Conflict with Project Forms - This Agreement shall prevail in any
            conflict between its provisions and any Project Form, CDA, sales
            literature, order, acceptance, invoice, shipping document,
            correspondence, or other document.

        D.  Choice of Law - This Agreement shall be interpreted under the laws
            of Ohio, USA.

11.     GENERAL

        A.  Notices - All notices under this Agreement shall be in writing and
            effective either when served by personal delivery or three days
            after deposited, postage prepaid in registered or certified mail and
            addressed to the respective Project Administrators.

        B.  Non-assignment - Neither Party shall assign any rights and
            obligations under this Agreement or any Project Form without the
            other Party's prior written consent.

        C.  Independent Contractors - Nothing in this Agreement shall be deemed
            to create an agency, employer-employee, partnership or joint venture
            relationship between the parties. The parties are independent
            contractors. Neither party has the right to control the work of the
            other's employees.

        D.  Force Majeure - Neither Party shall be responsible for delay or
            failure to perform caused by events beyond its control. Each Party
            shall mitigate any damage caused by such events.

12.     WAIVER AND MODIFICATION

        No omission or delay in enforcing any right shall be a waiver of any
such right nor shall it affect a Party's ability to enforce such right
thereafter. This Agreement may be modified only by a writing executed by P&G and
GCOR.

        This Agreement is duly executed below by the Parties' duly authorized
officers.

<TABLE>
<CAPTION>

GENENCOR INTERNATIONAL, INC.                THE PROCTER & GAMBLE COMPANY

<S>                                         <C>
By :  /s/ Carole Cobb                       By:   /s/  W.C. Berndt
   -----------------------------------         -----------------------------------------------


Title:    Senior Vice President             Title: President, Fabric & Home Care Business Unit
      --------------------------------            --------------------------------------------


Date:    June 30, 2000                      Date:   June 30, 2000
     ---------------------------------           ---------------------------------------------
</TABLE>

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