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                                                                    EXHIBIT 10.5



                              STOCKHOLDER AGREEMENT

               This Stockholder Agreement (the "Agreement"), by and among
Genencor International, Inc., a Delaware corporation (the "Company"), Eastman
Chemical Company, a Delaware corporation ("Eastman") and Danisco A/S, a Danish
corporation ("Danisco"), is dated this 25th day of July, 2000 and the provisions
of this Agreement shall be effective as of the date set forth herein.

                                    RECITALS

        A. Eastman and Danisco (including affiliates of Danisco) each
beneficially own approximately 48% of the issued and outstanding shares of
Common Stock (as defined below) of the Company.

        B. The Company is in the process of registering its Common Stock on a
Registration Statement on Form S-1 under the Securities Act (as defined below)
and intends to engage in an underwritten initial public offering of its Common
Stock (the "IPO").

        C. The parties desire to establish certain rights with respect to, among
other things, voting and registration rights in contemplation of the IPO.

                                    AGREEMENT

               The parties hereby agree as follows:

        1. Definitions.

               Capitalized terms in this Agreement shall have the following
respective meanings:

               (a) "Board" shall mean the Board of Directors of the Company.

               (b) "Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.

               (c) "Common Stock" shall mean the Company's common stock, par
value $0.01 per share.

               (d) "Director(s)" shall mean an individual member or members of
the Board of Directors of the Company.



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               (e) "Effective Date" shall mean the date this Agreement becomes
effective as set forth in Section 2 of this Agreement.

               (f) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

               (g) "Holder" shall mean any holder of the Company's securities
that is entitled to registration rights with respect to such securities.

               (h) The terms "Register" and "Registration" refers to
registration under the Securities Act of an offering of securities.

               (i) "Registrable Securities" shall mean all shares of Common
Stock held by a Stockholder unless (i) they have been effectively registered
under Section 5 of the Securities Act and disposed of pursuant to an effective
registration statement, or (ii) all of such Common Stock may be freely sold and
transferred during a three month period pursuant to Rule 144 under the
Securities Act or any successor rule.

               (j) "Registration Expenses" shall mean all expenses incurred by
the Company in complying with Sections 6 or 7 of this Agreement, as applicable,
including, without limitation, all federal and state registration, qualification
and filing fees, printing expenses, fees and disbursements of counsel and
accountants for the Company, Blue Sky fees and expenses (which fees and expenses
shall be deemed to include all fees and expenses of the Company arising out of
filings required by, and all other costs and expenses incident to compliance
with, state securities laws, rules and regulations), and the expense of any
special audits incident to or required by any such registration.

               (k) "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

               (l) "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities pursuant to
this Agreement.

               (m) "Stockholder" shall mean Eastman and Danisco, individually,
and "Stockholders" shall mean Eastman and Danisco, collectively.

        2. Effective Date.

               The provisions of this Agreement shall become effective upon the
consummation of the IPO (the "Effective Date") and shall remain in effect except
as provided elsewhere in this Agreement. In the event the IPO has not occurred
by December 31, 2000, this Agreement shall be null and void and shall not become
effective, notwithstanding any IPO occurring after December 31, 2000.



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        3. Termination of Prior Agreements.

               On the Effective Date, the Replacement Stockholders' Agreement
among the parties hereto, dated December 31, 1993, as amended from time to time,
and the Additional Rights Agreement among the parties hereto, dated December 31,
1993, as amended from time to time, shall terminate.

        4. Election of Directors.

               4.1 Board Composition. No later than ninety (90) days from the
Effective Date, the Stockholders and the Company shall take all actions
necessary to cause the Board of Directors to be comprised of ten (10) members,
three of whom shall be designees of Eastman (the "Eastman Designees"), three of
whom shall be designees of Danisco (the "Danisco Designees," and together with
the Eastman Designees, the "Stockholder Designees"), one of whom shall be the
Chief Executive Officer of the Company (the "CEO"), and three of whom shall be
persons who are not otherwise affiliates (as defined under the Securities Act
and the regulations thereunder) of the Company, Eastman or Danisco (the
"Independent Directors").

               4.2 Limitation and Termination of Nomination Rights. Each
Stockholder shall be limited to two Stockholder Designees at such time as such
Stockholder owns a number of shares of Common Stock less than twenty percent
(20%) of the issued and outstanding Common Stock on a fully-converted basis.
Each Stockholder's right to designate Directors under this Agreement shall
terminate at such time as such Stockholder owns a number of shares of Common
Stock equal to or less than ten percent (10%) of the issued and outstanding
Common Stock on a fully-converted basis. The Stockholders agree to request their
Designees to resign from the Board as required to meet the provisions of this
Section 4.2. Any vacancy caused by the operation of this Section 4.2 shall be
filled by an Independent Director.

               4.3 Voting and Other Actions. The Company and the Stockholders
agree to take such actions as are necessary to effectuate the provisions of
Sections 4.1 and 4.2 both with respect to the time period specified in the first
sentence of Section 4.1 and all subsequent elections and appointments of members
of the Board. Without limiting the foregoing, the authorized number of members
of the Board of Directors shall not be greater than 10 without an amendment of
this Agreement in accordance with the provisions of this Agreement. In addition,
the Company and the Stockholders shall also take such other action as is
necessary to ensure that the composition of the Board of Directors is in
compliance with the requirements of the Nasdaq National Market.

        5. Restriction on Acquisition or Control of the Company or its
Subsidiaries.

               Except as specifically provided in this Agreement, for a period
of two (2) years from the Effective Date, neither Stockholder nor any of its
affiliates (as such term is defined under the Exchange Act) shall, unless
specifically authorized by all of the Board members who are not designated by
such Stockholder as Stockholder Designees, directly or indirectly effect or seek
to effect, participate in, or support a proposal to cause:



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                a. any acquisition (or beneficial ownership) of any securities
        or assets of the Company or any of its subsidiaries;

                b. any tender or exchange offer or merger or other business
        combination involving the Company or any of its subsidiaries;

                c. any proxy contest to obtain consents to vote any of the
        Company's voting securities; or

                d. any action alone or with others to seek to control or
        influence the management, Board or policies of the Company.

        6. Demand Registration.

               6.1 Request for Registration.

                      At any time following the expiration of 180 days after,
and prior to ten (10) years from, the Effective Date, a Stockholder may make a
written demand (a "Demand") that the Company effect a Registration of
Registrable Securities on such form that the Company deems appropriate and as
required by the Commission for an offering of its Registrable Securities to the
public; provided, however, that such demand shall have an aggregate price to the
public of at least $20 million in a situation in which the Company is not
eligible to register such offering on Form S-3 and $5 million in a situation in
which the Company is eligible to register such offering on Form S-3. Within 30
days of receipt of the Demand, the Company shall (i) promptly give written
notice of the proposed Registration to the other Stockholder, if applicable, and
shall (ii) as soon as practicable with an aim of filing within 30 days, use
commercially reasonable efforts to effect Registration of the Registrable
Securities specified in the Demand, together with any Registrable Securities of
the other Stockholder, if joining in such Demand. Unless otherwise agreed in
writing by the Company, the Stockholders, acting independently or together, may
only make such Demand two times in any given 12-month period of time, the second
of which may not be made without the consent of any Stockholder which did not
participate in the first such Demand within such 12-month period of time.

               6.2 Right of Deferral of Registration.

                      If the Company shall furnish to each Stockholder joining
in the Demand a statement signed by the Chief Executive Officer of the Company
and approved by a majority of the Independent Directors stating that, in his
good faith judgment, such Registration would be significantly detrimental to the
Company, the Company shall have the right to defer the filing of a Registration
Statement with respect to such Demand for a period of not more than seventy-five
(75) days from delivery of the Demand of the Stockholder(s).



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               6.3 Underwriting in Demand Registration.

                      6.3.1 Notice of Underwriting.

                             If a Stockholder intends to distribute the
Registrable Securities covered by the Demand by means of an underwritten public
offering, such Stockholder shall so advise the Company as a part of the Demand.
The right of any Stockholder to Registration pursuant to this Section 6 shall be
conditioned upon such Stockholder's agreement to participate in such
underwriting and the inclusion of such Stockholder's Registrable Securities in
the underwriting.

                      6.3.2 Selection of Underwriter in Demand Registration.

                             The Company shall (together with each Stockholder
proposing to distribute securities through an underwritten public offering)
enter into an underwriting agreement with the representative(s) ("Underwriter's
Representative") of the underwriter or underwriters selected for such
underwritten public offering by the Company.

                      6.3.3 Right of Withdrawal in Demand Registration.

                             If any Stockholder or other stockholder of
securities entitled (upon request) to be included in such Registration
disapproves of the terms of the underwriting, such person may elect to withdraw
therefrom by written notice to the Company, the underwriter and the Stockholders
delivered at least seven (7) business days prior to the proposed effective date
of the Registration Statement as disclosed to such Stockholder by the Company;
provided, however, that such withdrawn registration shall count as a Demand
Registration unless the Stockholder(s) making such Demand reimburse the Company
for the Company's fees and expenses relating to such withdrawn Registration.

               6.4 Blue Sky in Demand Registration.

                  In the event of any Registration pursuant to this Section 6,
the Company shall exercise reasonable commercial efforts to qualify the
securities covered by the Registration Statement under the Blue Sky laws of such
jurisdictions as shall be reasonably appropriate for the distribution of such
securities; provided, however, that the Company shall not be required to qualify
to do business or to file a general consent to service of process in any such
states or jurisdictions.

               6.5 Inclusion of Other Holders in Demand Registration.

               If the Company, officers or directors of the Company or any other
Holder requests inclusion of securities in such Registration, the
Stockholder(s), to the extent they deem it advisable and consistent with the
goals of such Registration, shall permit such securities to be included in the
offering and may condition such offer on the acceptance by such persons of the
terms of this Section 6. In the event, however, that the number of shares so
included exceeds the number of shares of Registrable Securities included by all
Stockholders, such Registration shall



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be treated as governed by Section 7 hereof rather than Section 6, and it shall
not count as a Registration for purposes of Section 6.1 hereof.

        7. Piggyback Registration.

               7.1    Notice of Piggyback Registration and Inclusion of
Registrable Securities.

                      Subject to the terms of this Agreement, in the event the
Company chooses to Register any of its Common Stock, prior to the date ten (10)
years after the Effective Date, on a form that is suitable for a Registration
involving Registrable Securities, the Company will: (i) promptly give each
Stockholder written notice (the "Company Notice") thereof, and (ii) include in
such Registration (and any related qualification under Blue Sky laws or other
compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request delivered to the Company by any
Stockholder within fifteen (15) days after delivery of the Company Notice.

               7.2 Underwriting in Piggyback Registration.

                      7.2.1 Notice of Underwriting in Piggyback Registration.

                             If the Company Notice relates to an underwritten
public offering, the Company shall so advise the Stockholders in the Company
Notice. In such event the right of any Stockholder to Registration shall be
conditioned upon the inclusion of such Stockholder's Registrable Securities in
such underwritten public offering to the extent provided in this Section 7. All
Stockholders proposing to distribute their securities through such underwriting
shall (together with the Company and any other stockholders participating in
such offering) enter into an underwriting agreement with the Underwriter's
Representative for such offering. The Company shall select the underwriters.

                      7.2.2 Marketing Limitation in Piggyback Registration.

                             In the event the Underwriter's Representative
advises the Stockholders seeking registration of Registrable Securities pursuant
to this Section 7 in writing that market factors (including, without limitation,
the aggregate number of shares of Common Stock requested to be Registered, the
general condition of the market, and the status of the persons proposing to sell
securities pursuant to the Registration) require a limitation of the number of
shares to be offered to the public, the Underwriter's Representative may limit
the number of shares to be Registered by the Stockholders to comprise not more
than twenty-five (25%) of such offering.

                      7.2.3 Withdrawal in Piggyback Registration.

                             If any Stockholder disapproves of the terms of any
such underwriting, he may elect to withdraw therefrom by written notice to the
Company and the underwriter delivered at least seven (7) business days prior to
the effective date of the Registration Statement as disclosed to such
Stockholder by the Company.



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               7.3 Blue Sky in Piggyback Registration.

                      In the event of any Registration of Registrable Securities
pursuant to this Section 7, the Company shall use commercially reasonable
efforts to qualify the securities covered by the Registration Statement under
the Blue Sky laws of such jurisdictions as shall be reasonably appropriate for
the distribution of such securities; provided, however, that the Company shall
not be required to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.

        8. Expenses of Registration.

               All Registration Expenses and Selling Expenses incurred in
connection with any Registration made pursuant to Section 6 shall be borne by
the Stockholders pro rata based upon the number of shares of Common Stock being
registered by each Stockholder. All Registration Expenses incurred in connection
with any registration pursuant to Section 7 shall be borne by the Company;
provided that all Selling Expenses shall be borne by the Stockholders pro rata
on the basis of the number of shares registered.

        9. Indemnities.

                 In the event of any registered offering of Registrable
Securities pursuant to this Sections 6 or 7:

               9.1 The Company will indemnify and hold harmless, to the fullest
extent permitted by law, any Stockholder and any underwriter for such
Stockholder, and each person, if any, who controls the Stockholder or such
underwriter, from and against any and all losses, damages, claims, liabilities,
joint or several, costs and expenses (including any amounts paid in any
settlement effected with the Company's consent) to which the Stockholder or any
such underwriter or controlling person may become subject under applicable law
or otherwise, insofar as such losses, damages, claims, liabilities (or actions
or proceedings in respect thereof), costs or expenses arise out of or are based
upon (i) any untrue statement or alleged untrue statement of any material fact
contained in the registration statement or included in the prospectus, as
amended or supplemented, or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they are made,
not misleading, and the Company will reimburse the Stockholder, such underwriter
and each such controlling person of the Stockholder or the underwriter, promptly
upon demand, for any reasonable legal or any other expenses incurred by them in
connection with investigating, preparing to defend or defending against or
appearing as a third-party witness in connection with such loss, claim, damage,
liability, action or proceeding; provided, however, that the Company will not be
liable to any such Stockholder, underwriter or controlling person in any such
case to the extent that any such loss, damage, liability, cost or expense arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information furnished in
writing by such Stockholder, such underwriter or such controlling persons in
writing specifically for inclusion therein; provided, further, that this
indemnity shall not be deemed to relieve any



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underwriter of any of its due diligence obligations; provided, further, that the
indemnity agreement contained in this subsection 9.1 shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the selling
Stockholder, the underwriter or any controlling person of the selling
Stockholder or the underwriter, and regardless of any sale in connection with
such offering by the selling Stockholder. Such indemnity shall survive the
transfer of securities by a selling Stockholder.

               9.2 Each Stockholder participating in a registration hereunder
will indemnify and hold harmless the Company, any underwriter for the Company,
and each person, if any, who controls the Company or such underwriter, from and
against any and all losses, damages, claims, liabilities, costs or expenses
(including any amounts paid in any settlement effected with the selling
Stockholder's consent) to which the Company or any such controlling person
and/or any such underwriter may become subject under applicable law or
otherwise, insofar as such losses, damages, claims, liabilities (or actions or
proceedings in respect thereof), costs or expenses arise out of or are based on
(i) any untrue or alleged untrue statement of any material fact contained in the
registration statement or included in the prospectus, as amended or
supplemented, or (ii) the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances in which they were made, not
misleading, and each such Stockholder will reimburse the Company, any
underwriter and each such controlling person of the Company or any underwriter,
promptly upon demand, for any reasonable legal or other expenses incurred by
them in connection with investigating, preparing to defend or defending against
or appearing as a third-party witness in connection with such loss, claim,
damage, liability, action or proceeding; in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was so made in strict conformity with written information
furnished by such Stockholder specifically for inclusion therein. The foregoing
indemnity agreement is subject to the condition that, insofar as it relates to
any such untrue statement (or alleged untrue statement) or omission (or alleged
omission) made in the preliminary prospectus but eliminated or remedied in the
amended prospectus at the time the registration statement becomes effective or
in the Final Prospectus, such indemnity agreement shall not inure to the benefit
of (i) the Company and (ii) any underwriter, if a copy of the Final Prospectus
was not furnished to the person or entity asserting the loss, liability, claim
or damage at or prior to the time such furnishing is required by the Securities
Act; provided, further, that this indemnity shall not be deemed to relieve any
underwriter of any of its due diligence obligations; provided, further, that the
indemnity agreement contained in this subsection 9.2 shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Stockholders, as the case may
be, which consent shall not be unreasonably withheld. In no event shall the
liability of a Stockholder exceed the gross proceeds (net of underwriting
discounts and commissions) from the offering received by such Stockholder.

               9.3 Promptly after receipt by an indemnified party pursuant to
the provisions of Sections 9.1 or 9.2 of notice of the commencement of any
action involving the subject matter of the foregoing indemnity provisions, such
indemnified party will, if a claim thereof is to be



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made against the indemnifying party pursuant to the provisions of said Section
9.1 or 9.2, promptly notify the indemnifying party of the commencement thereof;
but the omission to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than hereunder.
In case such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party shall
have the right to participate in, and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof with counsel reasonably satisfactory to such indemnified party; provided
however, that if the defendants in any action include both the indemnified party
and the indemnifying party and there is a conflict of interests which would
prevent counsel for the indemnifying party from also representing the
indemnified party, the indemnified party or parties shall have the right to
select one separate counsel to participate in the defense of such action on
behalf of such indemnified party or parties. After notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party
pursuant to the provisions of said Sections 9.1 or 9.2 for any legal or other
expense subsequently incurred by such indemnified party in connection with the
defense thereof, unless (i) the indemnified party shall have employed counsel in
accordance with the provision of the preceding sentence, (ii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after the
notice of the commencement of the action and within fifteen (15) days after
written notice of the indemnified party's intention to employ separate counsel
pursuant to the previous sentence, or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party. No indemnifying party will consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation. The
indemnifying party shall give the indemnified party at least 20 days (or such
shorter period as shall reasonably be required under the circumstances) notice
of any proposed settlement, together with true and correct copies of any
proposed settlement.

               9.4 If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
Sections 9.1 or 9.2 above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) then each
indemnifying party shall contribute to the aggregate amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Stockholders
on the other from the offering. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Stockholders on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, (or actions or
proceedings in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Stockholders on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting Registration
Expenses) received by the Company bears to the total net proceeds from the
offering received by the Stockholders. The relative fault shall be determined by
reference to,



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among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the Stockholders on the
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
Stockholders agree that it would not be just and equitable if contributions
pursuant to this Section 9.4 were determined by pro rata allocation (even if the
Stockholders were treated as one entity for such purpose) or by any other method
of allocation which does not take into account the equitable considerations
referred to above in this Section 9.4. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) referred to above in this Section 9.4
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 9.4, (i) no
Stockholder shall be required to contribute any amount in excess of the gross
proceeds of the offering to such Stockholder, net of underwriting discounts or
commissions and (ii) no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Stockholders' obligations in this Section 9.4 to
contribute are several in proportion to their respective underwriting
obligations and not joint.



        10. Obligations of the Company.

         Whenever required under Sections 6 or 7 to effect the registration of
any Registrable Securities, the Company shall:

               10.1 prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use commercially reasonable efforts
to cause such registration statement to become effective, and, upon the request
of the Stockholders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective for a period of up to
ninety days or, if sooner, until the distribution contemplated in the
Registration Statement has been completed.

               10.2 prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement.

               10.3 furnish to the Stockholders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.

               10.4 in the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing



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underwriter of such offering. Each Stockholder participating in such
underwriting shall also enter into and perform its obligations under such an
agreement. If permitted by the managing underwriter, the Stockholders may, at
their option, require that any or all of the conditions precedent to the
obligations of the underwriters under such underwriting agreement be conditions
precedent to the obligations of such Stockholders. If permitted by the managing
underwriter, The Stockholders shall not be required to make any representations
or warranties to or agreement with the Company or the underwriters other than
the representations, warranties or agreements regarding the Stockholders, the
Stockholders' right title and interest in the Registrable Securities and the
Stockholders' intended method of distribution or any other representations or
warranties required by law.


               10.5 promptly notify each Stockholder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing and the Company agrees to prepare and furnish to the Stockholders a
post-effective amendment to the registration statement or supplement to the
prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Securities, the prospectus will not contain an untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances underlying such statements.

               10.6 cause all Registrable Securities registered pursuant
hereunder to this Agreement to be listed on each securities exchange or approved
for quotation on the Nasdaq National Market or such other automated quotation
system on which similar securities issued by the Company are then listed or
quoted.

               10.7 provide a transfer agent and registrar for all Registrable
Securities registered pursuant to this Agreement and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

               10.8 furnish, at the request of any Stockholder requesting
registration of Registrable Securities, on the date that such Registrable
Securities are delivered to the underwriters for sale in connection with a
registration pursuant to this Agreement, if such securities are being sold
through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, of the counsel representing the
Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to the Stockholders requesting registration of
Registrable Securities and (ii) a letter dated such date and a bring-down letter
dated the closing date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to



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underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Stockholders requesting registration of Registrable
Securities.

               10.9 notify a Stockholder the shares of which are registered in
the offering when the Registration Statement covering such Stockholder's
Registrable Securities becomes effective, upon the issuance of any stop order by
the SEC, or of the receipt of any notification of the suspension of
qualification under state securities or Blue Sky laws, the Company hereby
agreeing to use commercially reasonable efforts to obtain the withdrawal of any
stop order or suspension of qualification.

               10.10 otherwise use commercially reasonable efforts to comply
with all applicable rules of the SEC, and make available to the Stockholders, as
soon as reasonably practicable, an earnings statement covering a period of at
least 12 months, but not more than 18 months, beginning with the first full
calendar month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and the rules and regulations of the SEC thereunder.



        11 Termination of Registration Rights.

         The registration rights granted pursuant to this Agreement shall
terminate as to any Stockholder at the time such Stockholder is able to sell all
Registrable Securities held by it in a three-month period under Rule 144,
excluding Rule 144(k) promulgated under the Securities Act of 1933.

        12. Market Stand-Off.

        Each Stockholder hereby agrees that it will not, without the prior
written consent of the managing underwriter, during the period commencing on the
date of the final prospectus relating to the Company's IPO and ending on the
date specified by the Company and the managing underwriter (such period not to
exceed one hundred eighty (l80) days) (i) lend, offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock
(whether such shares or any such securities are then owned by the Holder or are
thereafter acquired), or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Common Stock, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing provisions of this Section 12
shall not apply to the sale of any shares to an underwriter pursuant to an
underwriting agreement, and shall only be applicable to the Holders if all
officers and directors of the Company enter into similar agreements. The
underwriters in connection with the Company's public offering are intended third
party beneficiaries of this Section 12 and shall have the right, power and
authority to enforce the provisions hereof as though they were a party



                                       12
<PAGE>   13
hereto. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Stockholder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.


        13. Public Information.

         At any time and from time to time after the earlier of the close of
business on such date as (a) a registration statement filed by the Company under
the Securities Act becomes effective, (b) the Company registers a class of
securities under Section 12 of the United States Securities Exchange Act of
1934, as amended, or any federal statute or code which is a successor thereto
(the "Exchange Act"), or (c) the Company issues an offering circular meeting the
requirements of Regulation A under the Securities Act, the Company shall
undertake to make publicly available and available to the Stockholders pursuant
to Rule 144, such information as is necessary to enable the Stockholders to make
sales of Registrable Stock pursuant to Rule 144. The Company shall comply with
the current public information requirements of Rule 144 and shall furnish
thereafter to any Stockholder upon request, a written statement executed by the
Company as to the steps it has taken to so comply.

        14. Information Furnished by Stockholders.

               It shall be a condition precedent of the Company's obligations
under this Agreement that each Stockholder of Registrable Securities included in
any Registration furnish to the Company such information regarding such
Stockholder and the distribution proposed by such Stockholder or Stockholders as
the Company may reasonably request or as may be required by the Securities Act.

        15. Transactions with Stockholders.

               All commercial transactions and agreements between the Company
and the Stockholders or the Company and the Stockholders' affiliates, including
but not limited to, agreements related to research and development, technology
transfers, intellectual property licenses, manufacturing, and product supply
shall be negotiated and conducted on an arm's length basis and shall be
consummated upon commercially reasonable terms.



        16. Miscellaneous.

               16.1 Counterparts.

               This Agreement may be executed in one or more counterparts, all
of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other party. Copies of executed counterparts transmitted by
telecopy; telefax or other electronic transmission service



                                       13
<PAGE>   14
shall be considered original executed counterparts for purposes of this Section,
provided receipt of copies of such counterparts is confirmed.

               16.2 Entire Agreement; Successors and Assigns.

                      This Agreement constitutes the entire agreement among the
parties and supersedes all prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof and is not
intended to confer upon any person other than the parties hereto any rights or
remedies hereunder. Neither this Agreement nor any of the rights, interests, or
obligations hereunder shall be assigned by any Stockholder without the written
consent of the Company, or by the Company without the consent of the
Stockholders, in either case which consent shall not be unreasonably withheld,
provided however, in the event a party sells or otherwise transfers
substantially all of its assets to a third party acquiror and the acquiror is
not a direct competitor of the parties hereto, then the acquiror may be assigned
all of such party's registration rights and obligations (but no other rights or
obligations) under this Agreement, without the written consent of the other
parties to this Agreement. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and assigns. In no event shall any transferee of
Common Stock be entitled, solely as a result of such transfer, to any of the
benefits of this Agreement or to enforce the same.

               16.4 Governing Law.

                      This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to conflict of
law principles.

               16.5 Severability.

               Any provision hereof which is invalid or unenforceable shall be
ineffective to the extent of such invalidity or unenforceability, without
affecting in any way the remaining provisions hereof.

               16.6 Further Assurances.

               The Company and each Stockholder agree that, from time to time,
each of them will, and will cause their respective affiliates to, execute and
deliver such further instruments and take such other action as may be necessary
to carry out the purposes and intents hereof.

               16.7 Public Releases and Announcements.

               Each Stockholder agrees that it shall endeavor to provide to the
Company advance copies of, or, in the case of oral announcements, advance notice
of, any public release or announcement concerning the Company to be issued,
released or made by it or any of its affiliates, in each case, at least five
business days prior to such release or announcement.



                                       14
<PAGE>   15
               16.8 Headings.

                      The headings of the sections of this Agreement are for
convenience and shall not by themselves determine the interpretation of this
Agreement.

               16.9 Notices.

                      Any notice required or permitted hereunder shall be given
in writing and shall be conclusively deemed effectively given upon personal
delivery, upon receipt if transmitted by facsimile or five (5) days after
deposit in the United States mail, by registered or certified mail, postage
prepaid, addressed:

                      If to the Company:

                                            Genencor International, Inc.
                                            925 Page Mill Road
                                            Palo Alto, California 94304-1013
                                            Attention:  Senior Vice President,
                                            Commercial and Legal Affairs

                      If to Eastman:        Eastman Chemical Company
                                            ------------------------------------
                                            P.O. Box 511
                                            ------------------------------------
                                            Kingsport, TN 37662-5-75
                                            ------------------------------------
                                            Attention: General Counsel

                      If to Danisco:        Danisco A/S
                                            ------------------------------------
                                            Langebrogade 1
                                            ------------------------------------
                                            DK-1001 Copenhagen, Denmark
                                            ------------------------------------
                                            Attention: General Counsel

               16.10 Amendment of Agreement.

                      Only a written instrument signed by the Company and each
of the Stockholders may amend this Agreement or any provision of this Agreement.

        17. Termination and Survival.

                      Notwithstanding anything to the contrary contained herein,
in the event either Stockholder owns a number of shares of Common Stock less
than five percent (5%) of the issued and outstanding Common Stock on a fully
converted basis, this Agreement shall automatically terminate with respect to
the effected Stockholder. Termination of this Agreement under this Section 17 as
it relates to either Stockholder individually or the Stockholders collectively
shall not affect Stockholder rights under Section 9 (Indemnities) and Section
16.2 (Successors and Assigns) which shall survive termination.



                                       15
<PAGE>   16
                            (SIGNATURE PAGE FOLLOWS)




                                       16
<PAGE>   17
               IN WITNESS WHEREOF, the parties authorized representatives have
executed this Agreement as of the day and year first above written.

GENENCOR INTERNATIONAL, INC.



By:  /s/ Stuart L. Melton
   ---------------------------------------
Its:  Senior Vice President
   ---------------------------------------

EASTMAN CHEMICAL COMPANY


By:  /s/ James L. Chitwood
   ---------------------------------------
Its: Senior VP & Chief Technology Officer
    --------------------------------------


DANISCO A/S
(On behalf of itself and its affiliates)


By:  /s/ Robert H. Mayer
   ---------------------------------------
Its:  Executive Vice President
    --------------------------------------

By:  /s/ Soren Bjerre-Nielsen
   ---------------------------------------
Its:  Executive Vice President, CFO
    --------------------------------------




                                       17