Amendment to Distribution Agreement



 Exhibit 10.58 
 ***Text Omitted and Filed Separately 
 with the Securities and Exchange Commission. 

Confidential Treatment Requested 
 Under 17 C.F.R. Sections 200.80(b)(4) 
 and 240.24b-2. 
 AMENDMENT 
 Effective as of August 1, 2005, the Distribution Agreement dated
January 1, 2005 by and between Diversa Corporation (“Diversa”) and Valley Research (“VRi”), (hereinafter “Agreement”) is hereby amended to include the following changes: 
 The following shall be added to Article 1: 
 “[...***...]” means Diversa Enzyme designated [...***...], under whatever name, mark, or description Diversa shall hereafter elect to manufacture and sell such enzyme. 
 “Forecast” has the meaning set forth in Section 4.6.2 
 “Option” has the meaning set forth in
Section 4.6. 
 “Option Period” has the meaning set forth in 4.6.1 
 “Option Territory” means any Territory in which VRi has exercised the Option. 
 The following shall be added to
Article 4: 
 4.6 Grant of Option. Excluding the Archer Daniels Midland Company, Diversa hereby grants to VRi a first option to obtain exclusive
rights to sell and offer for sale [...***...] to any Approved Customers for use by such Approved Customers solely in the applicable Field and applicable Territory, (the “Option”). 
 4.6.1 Option Period. The Option shall be exercisable by VRi at any time during the Term of the Agreement. 
 4.6.2. Exercise of Option. VRi shall provide written notice to Diversa during the Option Period of VRi’s election to exercise its Option.
Diversa and VRi together shall, in good faith, determine an appropriate forecast for sale of [...***...] in the Option Territory (the “Forecast”). Upon mutual written agreement of the Forecast, Diversa shall grant VRi the exclusive right
to sell and offer for sale [...***...] to Approved Customers for use by such Approved Customers solely in the applicable Field and applicable Option Territory. 
  


	***	Confidential Treatment Requested 








 Paragraph 16.1 shall be modified to read as follows: 
 16.1 This Agreement shall commence on the Effective Date and shall continue in effect, subject to termination as hereinafter provided, until December 31,
2007 (the “Initial Term”). Notwithstanding the above, in regard to the distribution of [...***...], this Agreement shall continue in effect subject to termination as hereinafter provided, until the date five (5) years after Diversa
obtains CVM approval for sale of the [...***...] enzyme. 
 Addendum ‘A’ shall be deleted and replaced with the attached Addendum ‘A’

 Addendum ‘B’ shall be deleted and replaced with the attached Addendum ‘B’ 
 Addendum ‘C’ shall be deleted and replaced with the attached Addendum ‘C’ 
 All other terms and conditions of the Agreement shall remain in full force and effect. 
 IN WITNESS WHEREOF, the parties,
intending to be legally bound, have caused this amendment to be executed by their respective duly authorized representatives. 
  

									
	Valley Research	 		 	Diversa Corporation
			
	 /s/ Arthur E. Sears
	 		 	 /s/ Edward T. Shonesy

	By:	 	Arthur E. Sears	 		 	By:	 	Edward T. Shonsey
	Its:	 	President	 		 	Its:	 	CEO
			
		 		 	 /s/ William H. Baum

		 		 		 	By:	 	William H. Baum
		 		 		 	Its:	 	 Executive Vice President,
 Biosciences
Products




	***	Confidential Treatment Requested 








 ADDENDUM A 
 DIVERSA ENZYMES 
  

									
	Effective Date:	  	January 1, 2005	  	 	  	 	  	 
	 Diversa Enzyme
	  	 Reformulation Acceptable
	  	Container Description	  	Minimum Order (Units)	  	Base Price (US$/Unit)1
	 [... ***... ]
	  	 [...***...]
	  	1 ton tote	  	1	  	$[...***...]



	1	FCA at Fermic S.A. de C.V., Mexico City, Mexico (Free Carrier, as defined by Incoterms 2000)



	***	Confidential Treatment Requested 








 ADDENDUM B 
 MINIMUM SALES REQUIREMENT 
  

																					
	Effective Date:	  	January 1, 2005	 	 	 	 	 	 	 	 	  	Minimum Sales Requirement (US Dollars)
	 Diversa Enzyme
	  	Field	 	Territory	 	Approved
Customer	 	Status	 	 	  	Q1***	 	Q2	 	Q3	 	Q4	 	Total
											
	 [...***...]
	  	[...***...]	 	[...***...]	 	All**	 	[...***...]	 		  	$[...***...]	 	$[...***...]	 	$[...***...]	 	$[...***...	 	$[...***...]
											
		  	[...***...]	 	[...***...]	 	All**	 	[...***...]	 		  	$[...***...]	 	$[...***...]	 	$[...***...]	 	$[...***...]	 	$[...***...]
											
		  	[...***...]	 	[...***...]	 	All**	 	[...***...]	 		  	$[...***...]	 	$[...***...]	 	$[...***...]	 	$[...***...]	 	$[...***...]
		  		 		 		 		 		  	 	 	 	 	 	 	 	 	 
											
		  		 		 		 		 	TOTAL:	  	$[...***...]	 	$[...***...]	 	$[...***...]	 	$[...***...]	 	$[...***...]
		  		 		 		 		 		  	 	 	 	 	 	 	 	 	 



	*	Excludes [...***...] produced in facilities using [...***...] alone or in combination with [...***...] 


	**	Excludes the Archer Daniels Midland Company Worldwide 


	***	[...***...] Q1 starts as of the date Diversa obtains CVM approval 


	***	Confidential Treatment Requested 








 ADDENDUM C 
 MINIMUM PURCHASE REQUIREMENT 
  

					
	 Diversa Enzyme
	  	 Time Period*
	  	 Minimum Purchase
 Requirement
 (US Dollars)


	 [...***...]
	  	 Year 1
	  	$[...***...]
		  	 Year 2
	  	$[...***...]
		  	 Year 3
	  	$[...***...]
		  	 Year 4
	  	$[...***...]
		  	 Year 5
	  	$[...***...]



	**	[...***...] Year 1 starts as of the date Diversa obtains CVM approval 


	***	Confidential Treatment Requested