<PAGE>

                                                                    EXHIBIT 10.1

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                    AMENDED AND RESTATED RESEARCH AGREEMENT

         This Amended and Restated Research Agreement (the "Agreement") is made
this 14th day of June, 2004 and effective on January 1, 2004 (the "Effective
Date") by and between DOW CORNING CORPORATION having a principal place of
business at 2200 Salzburg Road, P.O. Box 994 Midland, Michigan 48686-0994
("DCC") and GENENCOR INTERNATIONAL, INC. having a principal place of business at
925 Page Mill Road, Palo Alto, CA 94304-1013 ("GCOR") (collectively referred to
herein as the "Parties")

         WHEREAS, the Parties signed a certain Memorandum of Understanding dated
[ *** ] (the "MOU") whereby the Parties intended to form a pre-eminent alliance
in the Field of Silicon Biotechnology and to negotiate and execute a definitive
Research Agreement reflecting a research and development alliance and certain
licenses in the Silicon Biotechnology Field (the "Definitive Agreement");

         WHEREAS, the Parties signed a certain Interim R&D Agreement dated [ ***
] the "Interim Agreement") pursuant to which the Parties undertook certain
interim research prior to the execution of the Definitive Agreement; and

         WHEREAS, the Parties entered into a Research Agreement as of October 4,
2001 (the "Research Agreement") to constitute the Definitive Agreement as
defined in, and contemplated by the MOU which Research Agreement has been twice
extended.

         NOW THEREFORE, the Parties agree to Amend and Restate the Research
Agreement as follows:

                                    ARTICLE I
                                   DEFINITIONS

1.1      "Affiliate" shall mean any corporation or other entity that directly,
         or indirectly through one or more intermediaries, controls, is
         controlled by, or is under common control with the designated party but
         only for so long as such relationship exists. Solely for purposes of
         this Section 1.1, "Control" shall mean ownership of greater than fifty
         percent (>50%) of the shares of stock entitled to vote for directors in
         the case of a corporation and greater than fifty percent (>50%) of the
         interests in profits in the case of a business entity other than a
         corporation.

1.2      "Alliance" shall mean the venture undertaken by DCC and GCOR pursuant
         to the Research Agreement and this Agreement, independent of any
         Commercial Entity that may be formed.

1.3      "Alliance Rights" shall mean any invention or discovery and Materials,
         patentable or otherwise, and patent rights associated therewith, which
         arise out of the R&D Program, and which is first conceived and/or
         reduced to practice during the R&D Program Term.

                                     - 1 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

1.4      "Alliance Patent Rights" shall mean any patent applications and patents
         issuing therefrom including any continuations, divisionals,
         continuations-in-part, both foreign and domestic, claiming Alliance
         Rights.

1.5      "Annual Operating Plan ("AOP")" shall mean the budget setting forth the
         GCOR funded Research, Development and Extraordinary Development
         Activities and the DCC funded Research, Development and Extraordinary
         Development Activities, as well as the staffing requirements and
         funding (internal and external) requirements for each twelve (12) month
         period during the Extended Term, as approved by the Board. The 2004 AOP
         (as approved by the Board) is attached hereto as Exhibit G and
         incorporated herein.

1.6       "Board" shall have the meaning set forth in Section 2.3.

1.7      "Commercial Entity" shall have the meaning set forth in Section 8.1.1.

1.8      "Commercial Phase" shall mean on a Project-by-Project basis the phase
         of the Alliance wherein one or more Party is undertaking commercial
         activities for a product or process developed during the Research
         Phase.

1.9      "Controlled or Controls" shall mean with respect to any know-how or
         patent rights, the ability to grant licenses or sublicenses in the
         Silicon Biotechnology Field to and/or disclose such without violating
         the terms of any bona fide agreement with a Third Party to which such
         patent right is subject.

1.10     "DCC Background Rights" shall mean all know-how and patent rights owned
         or Controlled by DCC as of the Effective Date of the Research Agreement
         (excluding any such rights that are subject to an exclusive license to
         a Third Party) or developed by DCC independently during the R&D Program
         Term and useful for the research, development and/or commercialization
         of products or processes in the Silicon Biotechnology Field.

1.11     "Designated Management Representative" shall in the case of DCC be
         [ *** ] and in the case of GCOR be [ *** ], which representatives shall
         be responsible for conflict resolution and decision making which is
         unresolved by the Steering Committee.

1.12     "Development Activities" shall mean on a Project-by-Project basis,
         those activities undertaken by either Party pursuant to the approved
         AOP, after a Proof-of-Concept for a product or process has been
         achieved in a given Project. Development activities generally include
         activities associated with the scale up of a product or process that
         meets certain agreed upon functional performance criteria and/or cost
         specifications, at a scale consistent with commercial validation, but
         Development Activities specifically exclude Extraordinary Development
         Activities.

1.13     "Extraordinary Development Activities" shall mean on a
         Project-by-Project basis, those activities, including but not limited
         to preparing and filing necessary regulatory documents, conducting
         appropriate safety and efficacy clinical trials, which are required to
         obtain necessary regulatory approval to market a given product or
         process.

                                     - 2 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

1.14     "Full Time Equivalent or (FTE)" shall mean full time equivalent of GCOR
         research and development personnel including direct and indirect costs.

1.15     "GCOR Background Rights" shall mean all know-how and patent rights
         owned or Controlled by GCOR as of the Effective Date of the Research
         Agreement (excluding any such rights that are subject to an exclusive
         license to a Third Party) or developed by GCOR independently during the
         R&D Program Term and useful for the research, development and/or
         commercialization of products or processes in the Silicon Biotechnology
         Field.

1.16     "Investment" shall have the meaning set forth in Section 8.1(b).

1.17     "Material" shall mean materials and/or biological materials transferred
         by one Party to the other Party or developed during the R&D Program
         Term as part of a Project and any information relating to such
         materials and/or biological materials that arise out of the R&D
         Program. Biological materials shall include strains, genes, vectors,
         plasmids, and other DNA sequences or constructs, libraries and the
         like, together with any progeny, mutants, derivatives or replicated
         forms thereof.

1.18     "Milestones" shall have the meaning set forth in Section 3.2.

1.19     "Proof of Concept" shall mean on a Project-by-Project basis, a
         demonstration of feasibility for a defined product or process for a
         given market.

1.20     "Project" shall mean each specific project with its related Work Plan
         approved by the Steering Committee for incorporation in the R&D
         Program.

1.21     "Quarter" shall mean each calendar three (3) month period during the
         R&D Program Term as measured from the Effective Date.

1.22     "R&D Program" shall mean the twelve (12) month research and development
         plan and associated Annual Operating Plan as approved by the Board.

1.23     "R&D Program Term" shall have the meaning set forth in Section 10.2.

1.24     "Research Activities" shall mean activities undertaken by either Party
         pursuant to the approved AOP, starting from an initial Project concept
         up to initiation of Development Activities.

1.25     "Research Phase" shall mean the phase of the Alliance focused primarily
         on the R&D Program including Research Activities, Development
         Activities and Extraordinary Development Activities.

1.26     "Silicon Biotechnology Field" shall mean the [ *** ].

1.27     "Steering Committee" shall have the meaning set forth in Section
         2.3(b).

                                     - 3 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

1.28     "Third Party" shall mean any person or persons including any individual
         business entity, partnership, corporation, or other entity other than
         Dow Corning Corporation and Affiliates or Genencor International, Inc
         and Affiliates.

1.29     "Work Plan" shall mean the detailed work plan developed for each
         Project within the R&D Program as described in Section 2.3.

                                   ARTICLE II
                      THE RESEARCH AND DEVELOPMENT ALLIANCE

2.1      [ *** ] of Alliance. During the R&D Program Term, except for the
pre-existing relationships of GCOR in the Silicon Biotechnology Field as
disclosed in Exhibit B or for a relationship arising from a Unilateral Project
in which [ *** ] is the Non-Supporting Party, [ *** ] through the Alliance in
the Silicon Biotechnology Field.

         During the R&D Program Term, except for the pre-existing relationships
of [ *** ] in the Silicon Biotechnology Field as disclosed in Exhibit C, or a
relationship arising from a Unilateral Project in which [ *** ] is the
Non-Supporting Party, [ *** ] will first notify the Alliance in writing of any
biotechnology-based opportunities within the Silicon Biotechnology Field of
which [ *** ] is or becomes aware. [ *** ]

2.2      Scope of the Alliance. The initial focus of the Alliance is the
research, development and commercialization of products and processes within the
Silicon Biotechnology Field, however, as appropriate and upon mutual agreement
of the Parties, the Alliance may be expanded to include [ *** ].

2.3      Governance.

         (a) Board. A Board consisting of two (2) members appointed by DCC and
         two (2) members appointed by GCOR (the "Board") shall govern the
         Alliance. The Board shall be the ultimate decision-making body with
         respect to issues presented to it by the Steering Committee, including
         the approval of the Annual Operating Plan developed by the Steering
         Committee and any inability of the Steering Committee to resolve any
         operating issues upon which it deliberates. Actions to be taken by the
         Board pursuant to the terms of this Agreement shall only be taken
         following the unanimous vote of the Board. In the event of
         non-unanimity, the matter shall be referred to the Designated
         Management Representative of each company together with the Chief
         Executive Officer of each company.

                                     - 4 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

         (b)      Steering Committee. Decisions relative to the day-to-day
         operations of the Alliance shall be made by a Steering Committee
         consisting of two (2) members appointed by GCOR and two (2) members
         appointed by DCC (the "Steering Committee"). The Steering Committee
         shall monitor and coordinate the Alliance efforts under this Agreement
         including the conduct of the R&D Program. Each Party has one (1) vote
         total on any matter within the scope of the R&D Program coming before
         the Steering Committee. The Steering Committee may invite additional
         representatives from both parties to participate in meetings as deemed
         necessary and appropriate.

         While the selection of its respective representatives to the Steering
         Committee and Board shall be solely at the discretion of DCC and GCOR,
         it is agreed that the same representatives from either DCC or GCOR,
         should not be designated for both the Steering Committee and the Board.

         (c)      Responsibilities. The Steering Committee shall have general
         responsibility, subject to the provisions of Section 2.3(e) below, for
         directing the research and development efforts under the R&D Program
         and for monitoring the work done under the R&D Program. The Steering
         Committee shall in good faith discuss matters related, but not limited
         to:

                  (i)      Selecting and prioritizing Projects, setting
                           priorities and time frames for the performance of
                           certain activities and deliverables outlined in the
                           agreed Work Plan for each Project;

                  (ii)     Directing the Alliance's research and development
                           efforts under the R&D Program;

                  (iii)    Reviewing progress versus agreed work plans for each
                           Project;

                  (iv)     Making recommendations on changing, expanding or
                           discontinuing research on project(s);

                  (v)      On or before September 1 of each year during the
                           Extended Term, prepare an Annual Operating Plan,
                           consisting of annual budgets, staffing requirements
                           and funding requirements for each Project within the
                           R&D Program (subject to the funding obligations set
                           forth in this Agreement) for review and approval by
                           the Board;

                  (vi)     Resolving possible conflicts of interest;

                  (vii)    Recommending inclusion of any third parties or any
                           intellectual property rights or know-how belonging to
                           third parties in the R&D Program;

                  (viii)   Reviewing personnel requirements for each goal or
                           project within the R&D Program;

                  (ix)     Identifying appropriate Milestones for Continued
                           Projects and payment amounts associated therewith,
                           and reviewing progress toward Milestones and making
                           recommendations that milestone payments have been
                           earned pursuant to the Project Work Plans; and

                  (x)      Making US and foreign filing decisions on Alliance
                           Patent Rights.

                                     - 5 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

         (d)      Meetings. The Steering Committee shall hold meetings at such
         times and places as shall be determined by a majority of the entire
         membership of the Steering Committee, provided that in no event shall
         such meetings be held less frequently than once every quarter. Such
         meetings may be held in person or by telephone conference, provided
         that any decision made during a telephone conference is evidenced by a
         confirmed writing signed by one or more of the members of the Steering
         Committee from each Party.

         (e)      Votes. Actions to be taken by the Steering Committee pursuant
         to the terms of this Agreement shall only be taken following the
         unanimous vote of the Steering Committee. The Steering Committee shall
         attempt to have all decisions approved by all members of the Steering
         Committee. If the Steering Committee is unable to reach a unanimous
         decision, such matters shall be referred to the Board. In the event
         that the Board is unable to resolve such issues, such issues shall be
         referred to the Designated Management Representative(s) of each Party
         for consideration and action. While the Steering Committee may take
         actions to coordinate the efforts taken by each Party under the R&D
         Program and to make recommendations concerning the matters set forth in
         Section 2.3(c), the Steering Committee shall not have any authority to
         enter into any contract or to amend the terms and condition of this
         Agreement or incur any liability on behalf of either Party but shall be
         required to refer any such matters to, and obtain authorization from,
         the Board, or if necessary to the Designated Management Representatives
         of each Party. Notwithstanding the creation of the Steering Committee,
         each Party shall retain the rights, powers and discretion granted to it
         under this Agreement and such Steering Committee shall not be delegated
         with any such rights, powers or discretion unless the Parties expressly
         agree in writing.

         (f)      Expenses. Each Party shall bear all expenses of its
         representatives related to the Steering Committee and the Board and the
         attendance at any meetings of the Steering Committee or Board.

2.4      Funding of Alliance.

         (a)      Funding. Based on the Annual Operating Plan approved by the
                  Board, each Party, subject to the terms and conditions set
                  forth herein, shall commit to the approved level of resources
                  and funding set forth in the approved Annual Operating Plan
                  (upon approval, each Annual Operating Plan shall be attached
                  to this Agreement and incorporated herein). Notwithstanding
                  the Annual Operating Plan, in general the Parties agree that
                  funding should in principle be as follows:

                           (i)      DCC will fund: (x) [ *** ] performed by [
                                    *** ] personnel; and (y) [ *** ] performed
                                    by [ *** ] personnel;

                           (ii)     GCOR will fund [ *** ] performed by [ *** ]
                                    personnel;

                           (iii)    The Parties will mutually agree on funding
                                    of [ *** ]; and

                           (iv)     Periodically, the Steering Committee will
                                    review status of the funded projects and
                                    agree to appropriate

                                     - 6 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                    modifications of the Annual Operating Plan.

                  In addition, the Alliance may procure funding for Research and
                  Development Activities from other parties, including potential
                  government contract funding.

         (b)      Service Rate. [ *** ] performed by GCOR under this Agreement
                  are charged at a rate of [ *** ] for either (i) DCC's
                  reimbursement payment to GCOR for the FTEs expended by GCOR
                  for [ *** ] performed by [ *** ] under the approved Annual
                  Operating Plan, such funding to be paid in accordance with the
                  terms of Section 2.4(c) or (ii) calculating [ *** ] for
                  purposes of Article VIII below. [ *** ] performed by DCC under
                  this Agreement are charged at a rate of [ *** ] for
                  calculating [ *** ] for purposes of Article VIII below. The
                  FTE rates set forth in the is Section 2.4 are subject to the
                  Parties developing a mutually acceptable mechanism for
                  determining their respective FTE rates and henceforth the
                  Parties will use the FTE rate so determined.

         (c)      Payment. At the end of each Quarter during the Program Term,
                  GCOR will provide DCC a report confirming the man-months
                  expended during the prior Quarter and send DCC an invoice for
                  the DCC funded FTE's expended by GCOR on the R&D Program
                  during the prior Quarter. DCC will pay GCOR the amount
                  invoiced within thirty (30) days of receipt of the invoice.

         (d)      Upon approval by the Board that a Milestone has been achieved,
                  GCOR's Investment (as defined in Section 8.1(b)) in the
                  applicable Continued Project will be credited with the
                  specific milestone payment amount associated with the achieved
                  Milestone.

2.5      Performance. Reimbursement by DCC of GCOR Research Activities pursuant
to Section 2.4(c) shall be a condition to GCOR's obligation to perform the work
set out in the R&D Program, and shall be a basis for termination of this
Agreement by GCOR under Section 10.3 if such payments are not timely made.
Subject to adjustments in staffing made by the Steering Committee within the
approved Annual Operating Plan, adequate staffing shall be a condition to DCC's
obligation to make payments pursuant to Section 2.4, and shall be a basis for
termination of this Agreement by DCC under Section 10.3 if staffing is not
adequately provided.

                                     - 7 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

2.6      Performance Obligations. The R&D Program shall be conducted at and/or
coordinated from the facilities of each Party under the direction and
supervision of the Steering Committee. Each Party shall use reasonable
commercial efforts to diligently carry out and perform its tasks and duties
under the R&D Program within the time periods set out in the Work Plan(s). Each
Party shall be responsible for the administrative management and, subject to the
funding obligations of DCC under Section 2.4, fiscal control and all other
expenses incurred by it for tasks and duties assigned to it in the R&D Program.
So long as the R&D Program continues, GCOR and DCC shall periodically (at least
quarterly) provide to the Steering Committee progress reports summarizing the
technical progress of their respective work. Notwithstanding any other provision
herein, provided GCOR shall have used reasonable commercial efforts to perform
its tasks and duties under the R&D Program as herein required, GCOR shall not be
liable for any failure to achieve its objectives described in the Work Plan on a
timely basis or at all.

                                   ARTICLE III

3.1      Milestones. The Milestone triggering events and the amount of the
applicable Milestone payment for achieving such Milestone will be agreed to
through operation of the Steering Committee for appropriate Continued Projects
within the R&D Program. The objectives for the Milestones, timelines or other
factors affecting achievement of the Milestone will be agreed upon and set forth
in the Work Plan for the relevant Continued Project. Upon approval by the Board,
based on the recommendation of the Steering Committee, that a particular
Milestone has been achieved, Section 2.4(d) shall apply. The annual Milestone
payment [ *** ] to GCOR will be capped at [ *** ] of the amount of [ *** ] under
the approved AOP for any calendar year.

                                     - 8 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                   ARTICLE IV
                              INTELLECTUAL PROPERTY

4.1      Background Rights. GCOR Background Rights shall continue to be owned or
Controlled by GCOR, subject to the licenses granted to DCC pursuant to Section
4.2. DCC Background Rights shall continue to be owned or Controlled by DCC,
subject to the licenses granted to GCOR pursuant to Section 4.3.

4.2      GCOR License to DCC. In consideration of the license granted to GCOR
pursuant to Section 4.3, GCOR hereby grants to DCC and DCC accepts a [ *** ]
license to GCOR Background Rights for the research, development and
commercialization of products or processes in the Silicon Biotechnology Field.
Periodically and at least annually during the R&D Program Term, GCOR will
identify and list GCOR Background Rights that are deemed to be relevant to the
research, development and commercialization of products or processes in the
Silicon Biotechnology Field and which were specifically utilized in a Project by
or for the Alliance during the R&D Program (the "GCOR Listed Rights"). The GCOR
Listed Rights are specifically identified and described on a Project-by-Project
basis in Exhibit E. Generally, the GCOR Listed Rights will be specifically
identified and described when a project becomes a Unilateral Project as defined
in Section 8.4 below.

4.3      DCC License to GCOR. In consideration of the license granted to DCC
pursuant to Section 4.2, DCC hereby grants to GCOR and GCOR accepts a [ *** ]
license to DCC Background Rights for the research, development and
commercialization of products or processes in the Silicon Biotechnology Field.
Periodically and at least annually during the R&D Program Term, DCC will
identify and list DCC Background Rights that are deemed to be relevant to the
research, development and commercialization of products or processes in the
Silicon Biotechnology Field and which were specifically utilized in a Project by
or for the Alliance during the R&D Program (the "DCC Listed Rights"). The DCC
Listed Rights are specifically identified and described on a Project-by-Project
basis in Exhibit F. Generally, the DCC Listed Rights will be specifically
identified and described when a project becomes a Unilateral Project as defined
in Section 8.4 below.

4.4      Joint Ownership of Alliance Rights. All right, title and interest in
any and all Alliance Rights, regardless of whether those discoveries, Materials
and/or inventions are made solely by employees or agents of either DCC or GCOR
or jointly by employees or agents of both DCC and GCOR, will be held jointly in
the name of DCC and GCOR. Inventorship shall be determined in accordance with US
Patent Law. To the extent Third Parties are included in the R&D Program, the
Parties will endeavor to obtain ownership of any discoveries, materials
(including Biological Materials) and inventions and related patent rights
associated with such made by Third Party employees. However, in the event the
Parties are unable to obtain ownership, they will at a minimum obtain a license
on behalf of both Parties to said discoveries, materials (including Biological
Materials) and inventions and related patent rights. The Alliance Patent Rights
are specifically identified and described on a Project-by-Project basis in
Exhibit I, which shall be updated periodically and at least annually.

                                     - 9 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

4.5      Commercial Rights to use Alliance Rights. Upon formation of the
Commercial Entity, or upon disposition of a Project under Article VIII below,
the Alliance Rights will either be exclusively licensed or assigned to the
Commercial Entity by DCC and GCOR, or exclusively licensed or assigned to the
Supporting Party under Article VIII. At such time the Parties will mutually
agree whether to license or assign the Alliance Rights to the Commercial Entity
or Supporting Party as applicable, and in the absence of such agreement, the
Alliance Rights will be exclusively licensed to the Commercial Entity or
Supporting Party (as applicable).

         Subject to Articles VIII and X, neither Party will have the right to
make, use or sell products or processes covered by the Alliance Rights nor
sublicense the Alliance Rights within or outside the Silicon Biotechnology Field
without the prior written agreement of the other Party; provided, however, that
each Alliance Partner is hereby granted the right but not the obligation to
obtain [ *** ]. If a Party desires to obtain such a royalty-bearing license for
use outside the Silicon Biotechnology Field the Party so desiring the license
(the "Requesting Party") should provide written notice to the non-requesting
party. Upon receipt of such notice, the Parties shall negotiate in good faith
the terms and conditions of said license, including for example whether it is [
*** ] and the [ *** ]. In the absence of agreement on reasonable terms of said
license within ninety (90) days from notice by the Requesting Party, the
Requesting Party shall be granted the license on default terms as follows: [ ***
] The appropriate [ *** ] will be negotiated by the Parties taking into
consideration such factors as [ *** ].

4.6      Recommendations on [ *** ] Alliance Rights. The Steering Committee may
make recommendations to the Parties regarding exploitation of the Alliance
Rights within the Silicon Biotechnology Field [ *** ].

4.7      Preparation / Prosecution of Patent Applications. All reasonable costs
(excluding internal time and costs) associated with the preparation, filing,
prosecution and maintenance of any patent applications or patents covering
Alliance Rights shall be [ *** ]. The Parties through the Steering Committee
will agree whether DCC, GCOR or a jointly agreed upon outside counsel will
prepare, file and prosecute any given patent application taking into
consideration the nature of the invention and the expertise of the Parties
relating to the invention. The Parties shall cooperate in the preparation and
filing of any patent applications, including sharing copies of such intended
filings with adequate time for review and comment by the other Party and the
parties shall have the opportunity to review and comment on substantive matters
with respect to the preparation, filing and prosecution of any Alliance Patent
Rights.

4.8      Acquisition of Third Party Intellectual Property. The Parties through
the Steering Committee will mutually agree how and whether to license any
intellectual property owned or controlled by Third Parties which may be
necessary to meet the objectives of the R&D Program of this Agreement.

4.9      No Implied License or Right. No license or right is granted by
implication or otherwise with respect to any patent application or patent except
as specifically set forth herein.

4.10     Infringement of Third Party Patents by the Parties. Should either Party
become aware of any patent that would be infringed by the Research or
Development Activities

                                     - 10 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

undertaken in the R&D Program, or be sued for infringement thereof, that Party
shall notify the other Party promptly in writing. The Parties shall promptly
discuss and decide the best way to abate such potential infringement or defend
such action, proceeding or suit.

4.11     Infringement of Patent Rights by Third Parties. Because the Alliance
Patent Rights detailed herein are jointly owned, in the event of any
infringement of any such Alliance Patent Rights, the Parties will promptly
discuss and decide how to enforce such Alliance Patent Rights against an alleged
Third Party infringer. The Parties will cooperate in any action taken to enforce
the Alliance Rights and will reach agreement on various issues relating to any
such enforcement action including, but not limited to, determining which Party
will lead such enforcement action, and any settlement discussions, cost sharing
and award sharing (if any).

                                    ARTICLE V
                                 CONFIDENTIALITY

5.1      Confidential Information. In consideration of disclosure by either of
the Parties to the other Party of confidential information in written or oral
form or in the form of samples, the recipient and the recipient's Affiliates
undertake for a period of [ *** ] years from the termination or expiration of
the R&D Program Term to treat received information as strictly confidential and
therefore not to disclose it to any Third Party (except reliable employees and
Affiliates and sublicensees under similar secrecy obligations), and to make no
commercial use of it except for the purposes of this Agreement or except as
otherwise specifically provided for herein. This obligation does not apply to:

                  (a)      information which, at the time of disclosure, is
                  already in the public domain;

                  (b)      information which, after disclosure, becomes a part
                  of the public domain by publication through no violation of
                  this Agreement;

                  (c)      information which the recipient is able to prove by
                  competent written evidence to have been in the recipient's
                  possession prior to any disclosure by the disclosing Party;

                  (d)      information which is hereafter lawfully disclosed by
                  a third party to the recipient, which third party did not
                  acquire the information under a still effective obligation of
                  confidentiality to the disclosing Party; and

                  (e)      information which is independently developed by or
                  for a Party outside the Silicon Biotechnology Field.

5.2      Press Release. The Parties will endeavor to issue a joint press release
after execution of this Agreement. Neither Party shall issue any other public
statement concerning the existence or terms of this Agreement or any activities
related hereto without consulting and agreeing with the other Party. However,
each Party may disclose this Agreement or any activities related hereto without
the other Party's approval if such approval has been requested but not received
within forty-eight (48) hours and such

                                     - 11 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

party concludes, after consulting with its legal advisors, that it is required
by law or regulatory or listing agency to disclose the transaction or part
thereof.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

6.1      By DCC. DCC represents and warrants to GCOR that:

         (a)      Corporate Power. As of the Effective Date, DCC is duly
         organized and validly existing under the laws of the State of Michigan
         and has full corporate power and authority to enter into this Agreement
         and carry out the provisions hereof;

         (b)      Due Authorization. As of the Effective Date, DCC is duly
         authorized to execute and deliver this Agreement and to perform its
         obligations hereunder. The person executing this Agreement on DCC's
         behalf has been duly authorized to do so by all requisite corporate
         action;

         (c) Binding Agreement. This Agreement is a legal and valid obligation
             binding upon DCC and enforceable in accordance with its terms. As
             of the Effective Date, the execution, delivery and performance of
             this Agreement by DCC does not to the best of its knowledge
             conflict with any agreement, instrument or understanding, oral or
             written, to which it is a party or by which it may be bound, nor
             violate any material law or regulation of any court, governmental
             body or administrative or other agency having jurisdiction over it;

         (d) Technology Ownership. DCC owns or Controls the DCC Background
         Rights and has the right to grant to GCOR the [ *** ] license granted
         under Section 4.2 hereof and that said license does not conflict with
         or violate the terms of any agreement between DCC and any Third Party;

         (e) Prior Agreement. Except as set forth on Exhibit C, as of October 4,
         2001, DCC [ *** ];

                                     - 12 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

6.2      By GCOR. GCOR represents and warrants to DCC that:

         (a) Corporate Power. As of the Effective Date, GCOR is duly organized
         and validly existing under the laws of the State of Delaware and has
         full corporate power and authority to enter into this Agreement and
         carry out the provisions hereof;

         (b)      Due Authorization. As of the Effective Date, GCOR is duly
         authorized to execute and deliver this Agreement and to perform its
         obligations hereunder. The person executing this Agreement on GCOR's
         behalf has been duly authorized to do so by all requisite corporate
         action;

         (c)      Binding Agreement. This Agreement is a legal and valid
         obligation binding upon GCOR and enforceable in accordance with its
         terms. As of the Effective Date, the execution, delivery and
         performance of this Agreement by GCOR does not to the best of its
         knowledge conflict with any agreement, instrument or understanding,
         oral or written, to which it is a party or by which it may be bound,
         nor violate any material law or regulation of any court, governmental
         body or administrative or other agency having jurisdiction over it;

         (d)      Technology Ownership. GCOR owns or Controls the GCOR
         Background Rights and has the right to grant to DCC the [ *** ] license
         granted under Section 4.2 hereof and that said license does not
         conflict with or violate the terms of any agreement between GCOR and
         any Third Party; and

         (e)      Prior Agreement. Except as set forth on Exhibit B, as of
         October 4, 2001, GCOR [ *** ].

6.3      Disclaimer. NEITHER PARTY GUARANTEES THE SAFETY OR USEFULNESS OF ANY
PRODUCT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT NEITHER PARTY MAKES ANY
REPRESENTATION OR WARRANTY TO THE OTHER PARTY OF ANY NATURE, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.

                                   ARTICLE VII
                                 INDEMNIFICATION

7.1      By DCC. DCC shall defend, indemnify and hold GCOR harmless against any
liability, damage, loss, cost or expense, including legal fees arising out of or
resulting from: (i) DCC's breach of a material term of this Agreement; and (ii)
DCC's breach of any representation or warranty set forth in Section 6.1.

7.2      By GCOR. GCOR shall defend, indemnify and hold DCC harmless against any
liability, damage, loss, cost or expense, including legal fees arising out of or
resulting from: (i) GCOR's breach of a material term of this Agreement; and (ii)
GCOR's breach of a representation or warranty set forth in Section 6.2.

                                     - 13 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

7.3      Notice and Cooperation. If either party hereunder receives notice of
any claim or of the commencement of any action, administrative or legal
proceeding, or investigation as to which the indemnity provided for in Article
VII hereof may apply:

         (a)      The party seeking indemnification shall notify the
         indemnifying party of such fact within 14 days at the address noted in
         Section 11.7; provided that the failure to so notify shall not release
         an indemnifying party of its obligation hereunder unless such failure
         shall be materially detrimental to the defense of any such action,
         proceeding or investigation; and

         (b)      The party seeking indemnification shall cooperate with and
         assist the indemnifying party and its representatives in the
         investigation and defense of any claim and/or suit for which
         indemnification is provided.

7.4      Defense and Settlement. The indemnifying party shall control the
defense of any claim and/or suit for which indemnification is provided under
this Article VII. This agreement of indemnity shall not be valid as to any
settlement of a claim or suit or offer of settlement or compromise without the
prior written approval of the indemnifying party.

                                  ARTICLE VIII
                      PROJECT DISPOSITION/COMMERCIALIZATION

8.1      Project Disposition.

         (a)      Exhibit H sets forth the status as of the Effective Date of
         the Projects within the R&D Program. At any time during the Extended
         Term a Party may request that the Steering Committee review the
         appropriateness of continued support of any Project or may notify the
         Steering Committee that such Party no longer desires to continue
         supporting a given Project. Upon such request or notification, and
         after review with the Steering Committee the Parties may either jointly
         (i) continue the Project ("Continued Project"); or (ii) discontinue the
         Project ("Discontinued Project); or one Party may continue the Project
         independent of the other Party ("Unilateral Project"). These project
         dispositions are detailed below.

         (b)      For purposes of this Article VIII, "Investment" shall mean [
                  *** ].

                                     - 14 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

8.2      Continued Project. In circumstances where both Parties wish to continue
supporting a Project ("Continued Project"), the following principles shall
apply. The Parties will fund and staff the Continued Project consistent with the
approved Annual Operating Plan and Work Plan. Upon entering the Commercial
Phase, the Parties intend to share equally in the value created by
commercialization of the product or process arising from such Continued Project
through a joint venture corporation or partnership (the "Commercial Entity").
The Parties [ *** ] that the Commercial Entity will be owned in percentages that
will reflect [ *** ] by GCOR and [ *** ] by DCC under the assumption that the
Parties' relative Investment in the Continued Project; will be [ *** ];
provided, however, if such Investments are not [ *** ], the Party who has made [
*** ] than the other Party [ *** ] shall be able to [ *** ] to the Commercial
Entity in order to [ *** ] made by [ *** ] and [ *** ] for purposes of [ *** ]
of the Commercial Entity that each of the Parties will own. For the avoidance of
doubt, [ *** ] for purposes of this Section 8.2 shall [ *** ]. Appropriate [ ***
] will be determined upon formation of the Commercial Entity based on the
following formula: [ *** ].

The [ *** ] has the right to [ *** ] so that [ *** ] can [ *** ] of the
Commercial Entity, provided, however, that [ *** ] shall expire after [ *** ]
from the [ *** ]. Thereafter, [ *** ] may only [ *** ] upon agreement of [ ***
]. During the [ *** ] the Commercial Entity shall be [ *** ].

The [ *** ] will be determined by the Board based on a recommendation by the
Steering Committee. This date is generally intended to be the date a Project
moves from [ *** ] into [ *** ] and/or [ *** ] respectively and thereby aligned
with the funding principles in Section 2.4(a). Items to be considered in this
decision can include [ *** ].

                                     - 15 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

8.3      Discontinued Project. In circumstances where both Parties (through
operation of the Steering Committee) decide to discontinue supporting a Project
("Discontinued Project"), the Parties will: (i) promptly wind down and stop any
Research or Development Activities related to the Discontinued Project; (ii)
make a determination on whether to continue prosecution and/or maintenance of
any Alliance Patent Rights related to the Discontinued Project consistent with
Section 4.7; (iii) document each Party's Investment with respect to the
Discontinued Project [ *** ]; and (iv) make a determination of whether to
outlicense or otherwise divest for value the Alliance Rights associated with the
Discontinued Project to a Third Party. Only in the event the Parties jointly,
out-license or otherwise divest for value, the Alliance Rights associated with
the Discontinued Project or subsequently jointly commercialize a product or
process arising from the Discontinued Project shall the Parties [ *** ] through
the proceeds of such out-license or divestiture or through commercialization.

         If the Parties outlicense or otherwise divest for value the Alliance
Rights associated with the Discontinued Project, any proceeds from such
outlicense or divestiture (whether upfront payments, milestone payments or
royalties) will [ *** ]. [ *** ], any additional proceeds from such outlicense
or divestiture (whether upfront payments, milestone payments or royalties) will
be split [ *** ] by the Parties. If the Parties jointly commercialize a product
or process from such a Discontinued Project, the terms of Section 8.2 shall
apply.

8.4      Unilateral Project. In the event one of the Parties wishes to
discontinue supporting a Project (the "Non-Supporting Party") while the other of
such Parties wishes to continue supporting such Project (the "Supporting Party")
and the Supporting Party does continue the Project independently ("Unilateral
Project"), then the Non-Supporting Party will: (a) promptly wind down and stop
any of its Research and/or Development Activities relating to the Unilateral
Project and transfer to the Supporting Party all necessary information for the
Supporting Party to continue the Unilateral Project; (b) transfer to the
Supporting Party by license or assignment, as provided for in Section 4.5, all
of its right, title and interest in the Alliance Rights as well as the
obligation to prosecute and maintain at the Continuing Party's expense the
Alliance Patent Rights. In exchange for the Non-Supporting Party taking such
actions, the Supporting Party will upon [ *** ] Non-Supporting Party by one of
the following methods:

         (i)      [ *** ] Payment. The Supporting Party will make a [ *** ]
                  payment to the Non-Supporting Party in the [ *** ] in the
                  Unilateral Project from the Effective Date of the Research
                  Agreement until the decision that the Supporting Party will
                  continue the Project as a Unilateral Project.

                                     - 16 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

         (ii)     [ *** ] Payments. The Supporting Party will pay the
                  Non-Supporting Party a [ *** ] by the Parties. Said [ *** ]
                  shall be a [ *** ] of the product or process resulting from
                  the Unilateral Project and payment shall begin upon the date
                  of first commercial sale of such product or process and
                  continue until such time as the Supporting Party has paid
                  royalties to the Non-Supporting Party [ *** ] by the
                  Non-Supporting Party in the Unilateral Project (the "[ *** ]
                  Term"). The terms and conditions of the [ *** ] payment will
                  be subject to a definitive [ *** ] agreement (the "[ *** ]
                  Agreement") to be executed by the Parties promptly after the
                  decision for the Supporting Party to continue the Project as a
                  Unilateral Project and in no event later than 3 months after
                  such decision. [ *** ] will be calculated using [ *** ]
                  discount rate over the period of time the investment was made,
                  at the time the Project becomes a Unilateral Project and the
                  calculated amount will be included in the [ *** ] Agreement.
                  If the Parties cannot agree on the applicable [ *** ] rate it
                  will be [ *** ] payable for the [ *** ] Term.

         (iii)    Combination of [ *** ] Payment and [ *** ] Payments.
                  Alternatively, the Parties may agree to a combination of a [
                  *** ] payment and [ *** ] payments applying the principles
                  specified in items (i) and (ii) above.

8.5      In the event that none of the mechanisms specified in Sections 8.2-8.4
apply, the Parties may consider other mechanisms to account for any imbalance.
Including, but not limited to, [ *** ]. These and other alternatives may be
considered by the Parties and their tax, accounting, and legal advisors, taking
into consideration the facts and circumstances applicable to the Parties at the
time.

                                   ARTICLE IX
                               SCIENTIST EXCHANGE

9.1      As part of the R&D Program, the Parties may request to have employees
of either Party visit the other Party as visiting scientists in order to work on
the R&D Program. In accordance with a request received by a Party (the
"Requesting Party") the other Party (the "Hosting Party") will make all
reasonable efforts to accommodate any such reasonable request. All costs for
such visiting scientists will be borne by the Requesting Party.

         A visiting scientist may be present and perform research activities in
Hosting Parties' facilities AT HIS/HER OWN RISK. In no event shall the Hosting
Party be held liable for any injury, harm, or death incurred by a visiting
scientist.

         Any research, development, discovery, or invention performed or made by
a visiting scientist during the term of his/her visiting scientist role,
including any patent or other intellectual property rights relating thereto,
shall be owned in accordance with Article IV of this Agreement.

         If, in the course of a visiting scientist role hereunder, a visiting
scientist receives proprietary information of GCOR or DCC relating to research,
development, business operations, equipment or products of either Party, such
information shall be subject to

                                     - 17 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

Article V hereof as GCOR Confidential Information or DCC Confidential
Information, respectively, regardless of whether its receipt is confirmed in
writing.

Nothing herein shall entitle any visiting scientist to, or render him/her
eligible to, participate in any benefits or privileges extended to GCOR or its
employees or DCC or its employees. The Parties may request any visiting
scientist to sign appropriate agreements or disclaimers as deemed necessary by
the Hosting Party

                                    ARTICLE X
                              TERM AND TERMINATION

10.1     Term of the Agreement. This Agreement, unless terminated sooner as
provided herein shall expire at the expiration or termination of the R&D Program
Term.

10.2     Term of the R&D Program. The R&D Program shall begin on the Effective
Date and continue for a term of two (2) years (the "Initial Term") which term is
hereby extended until December 31, 2005 (the "Extended Term"). Collectively, the
Initial Term and Extended Term are referred to herein as the R&D Program Term.

10.3     Material Breach. In the event that either Party breaches any material
provision of this Agreement, the non-breaching Party upon sixty (60) days'
written notice to the breaching Party may terminate this Agreement. However, if
such breach is corrected within the sixty (60) day period and there are no
unreimbursed damages resulting from the breach, the Agreement shall continue in
force.

10.4     Termination by DCC. DCC may terminate the R&D Program and this
Agreement by providing sixty (60) day prior written notice to GCOR at the end of
the Initial Term or at the [ *** ] during the Extended Term.

10.5     Termination by GCOR. GCOR may terminate the R&D Program and this
Agreement by providing sixty (60) day prior written notice to DCC at the end of
the Initial Term or at the [ *** ] during the Extended Term.

10.6     Mutual Termination. The Parties may mutually agree to terminate the
R&D Program and the Agreement at the end of the Initial Term or anytime during
the Extended Term.

                                     - 18 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

10.7     Effect of Termination.

         (a)      Termination by DCC.

                  (i) If DCC terminates the R&D Program and this Agreement,
                      pursuant to Section 10.3, then [ *** ].

                  (ii)If DCC terminates the R&D Program and this Agreement
                      pursuant to Section 10.4 [ *** ], then the [ *** ] license
                      granted by DCC to GCOR in DCC Background Rights for use in
                      the research, development and commercialization of
                      products and processes in the Silicon Biotechnology Field
                      pursuant to Section 4.3 [ *** ] as follows.

                           a.       Said license will be [ *** ] up to a cap [
                           *** ] after termination (the "Amended License"). The
                           royalty will be agreed to by the Parties taking into
                           consideration the relative contribution of the [ ***
                           ] to the commercial product, and such other factors
                           as are reasonably considered in similar transactions.
                           b. The Amended License shall continue for a period of
                           [ *** ] from the date of termination.

         Additionally, the [ *** ] license granted by GCOR to DCC in GCOR
         Background Rights for use in the research, development and
         commercialization of products and processes in the Silicon
         Biotechnology Field pursuant to Section 4.2 [ *** ]. The Parties will
         continue to own all Alliance Rights [ *** ].

         (b)      Termination by GCOR.

                  (i)      If GCOR terminates the R&D Program and this
                  Agreement, pursuant to Section 10.3, then DCC's license in
                  GCOR's Background Rights [ *** ].

                  (ii)     If GCOR terminates the R&D Program and this Agreement
                  pursuant to Section 10.5 and prior to the formation of the
                  Commercial Entity, then the [ *** ] license granted by GCOR to
                  DCC in GCOR Background Rights for use in the research,
                  development and commercialization of products in the Silicon
                  Biotechnology Field pursuant to Section 4.2 will continue for
                  a period of [ *** ] from the date of termination.

                                     - 19 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                  Additionally, the [ *** ] license granted by DCC to GCOR in
                  DCC Background Rights for use in the research, development and
                  commercialization of products in the Silicon Biotechnology
                  Field pursuant to Section 4.3 [ *** ]. [ *** ] or processes
                  made, used or sold employing the Alliance Rights. The [ *** ]
                  taking into consideration the relative contribution of the
                  Alliance Rights to the commercial product and such other
                  factors as are reasonably considered in similar transaction.

                  Additionally, [ *** ] from entering a relationship with a
                  Third Party in the Silicon Biotechnology Field for a period of
                  [ *** ] from the date of termination.

         (c)      Mutual Termination. In the event the Alliance Partners
                  mutually agree to terminate the R&D Program and this Agreement
                  pursuant to Section 10.6 [ *** ], the [ *** ] license granted
                  by each Party to the other Party in its respective Background
                  Rights will be amended to provide that the license [ *** ].
                  This amended license will continue for a period of [ *** ]
                  from the date of termination. The Parties will continue to [
                  *** ].

         Additionally, [ *** ] from entering a relationship with a Third Party
         in the Silicon Biotechnology Field for a period of [ *** ] from the
         date of mutual termination.

                                   ARTICLE XI
                                  MISCELLANEOUS

11.1     Force Majeure. Each of the Parties hereto shall be excused from the
performance of its obligations hereunder and shall not be liable for damages to
the other in the event that such performance is prevented by circumstances
beyond its effective control. Such excuse from performance shall continue for as
long as the condition responsible for such excuse continues and for a period of
thirty (30) days thereafter, provided that if such excuse continues for a period
of one hundred and eighty (180) days, the Party whose performance is not being
prevented shall be entitled to withdraw from this Agreement. For the purpose of
this Agreement circumstances beyond the effective control of the Party which
excuse said Party from performance shall include, without limitation, acts of
God, enactments, regulations or laws of any government, injunctions or judgment
of any court, war, civil commotion, destruction of facility or materials by
fire, earthquake, storm or other casualty, labor disturbances and failure of
public utilities or common carrier.

                                     - 20 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

11.2     Independent Contractors. Nothing in this Agreement is intended or shall
be deemed to constitute a partnership, agency, employment or joint venture
relationship between the Parties. All activities by the Parties hereunder shall
be performed by the Parties as independent parties. Neither Party shall incur
any debts or make any commitment for or on behalf of the other Party except to
the extent, if at all, specifically provided herein or subsequently agreed upon.

11.3     Limitation On Assignment. Except as provided herein, neither Party may
assign this Agreement nor any interest or obligation hereunder except with the
prior written consent of the other, which consent shall not be unreasonably or
untimely withheld. Either Party may assign this Agreement in connection with the
sale or transfer of all or substantially all of its business to which this
Agreement relates or upon sale or transfer of all or substantially all of its
business assets whether by merger, sale of stock, sale or transfer of assets or
other transaction. Any permitted assignee shall assume all of the obligations of
its assignor under this Agreement.

11.4     Amendments of Agreement. This Agreement may be amended or modified or
one or more provisions hereof waived only by a written instrument signed by both
Parties.

11.5     Severability. In the event that any one or more of the provisions of
this Agreement should for any reason be held by any court or authority having
jurisdiction over this Agreement and the Parties to be invalid, illegal or
unenforceable, such provisions shall be deleted in such jurisdiction; elsewhere
this Agreement shall not be affected.

11.6     Article Headings. The section headings contained in this Agreement are
for convenience only and are to be of no force or effect in construing and
interpreting this Agreement.

11.7     Notices. Any notice, report, request, approval, payment, consent or
other communication required or permitted to be given under this Agreement shall
be in writing and shall for all purposes be deemed to be fully given and
received, if delivered in person or sent by registered mail, postage prepaid or
by facsimile transmission to the respective parties at the following addresses:

                  If to DCC:                Dow Corning Corporation
                                            2200 W. Salzburg Road
                                            P.O. Box 994
                                            Midland, Michigan 48686-0994
                                            Telefax: 989-496-5956
                                            Attention: [ *** ]

                  If to GCOR:               Genencor International, Inc.
                                            925 Page Mill Road
                                            Palo Alto, CA 94304
                                            Telefax: 650-845-6504
                                            Attention: General Counsel

                                     - 21 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

Either Party may change its address for the purpose of this Agreement by giving
the other Party written notice of its new address.

11.8     Non-Waiver For Failure To Enforce Compliance. The express or implied
waiver by either Party of a breach of any provision of this Agreement shall not
constitute a continuing waiver of other breaches of the same or other provisions
of this Agreement.

11.9     Applicable Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware.

11.10    Authority To Sign; Counterparts. Each person signing below and each
Party on whose behalf such person executes this Agreement warrants that he, she
or it as the case may be, has the authority to enter into this Agreement. This
Agreement may be executed in one or more counterparts, each of which is an
original but all of which, taken together, shall constitute one and the same
instrument.

                                     - 22 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                   ARTICLE XII
                        PROVISION OF BIOLOGICAL MATERIALS

12.1     Material Transfer. Material made available to a party ("Receiving
Party") by the other party ("Delivering Party") is made available for research
purposes within the R&D Program only and shall not be used for any other purpose
without the prior written consent of the Delivering Party. Material provided
hereunder will not be used for experiments in which human beings are subjected
to the Material, nor for research purposes other than the R&D Program, for Third
Parties, nor will Material be transferred to any party outside the Receiving
Party without the prior written consent of the Delivering Party. Except as
provided in Section 4.4, the Receiving Party obtains no rights or license in the
transferred Material nor may the Receiving Party file any patent applications
claiming such Material. The Receiving Party will handle such Material in
compliance with all laws, regulations and guidelines applicable to the Material
and its use. The Material is experimental in nature, and is provided AS IS
without any warranties with respect to performance or fitness for particular
purpose, or to completeness and accuracy of information accompanying the
Material. The Receiving Party acknowledges that the Material is provided AS IS
and without any representation or warranty, express or implied unless otherwise
agreed by the Parties.

         IN WITNESS WHEREOF, this Research Agreement has been entered into on
the last date signed by the Parties below.

DOW CORNING CORPORATION

By: ______________________________________
Name: Jean-Marc Gilson
Title: Vice President, Advanced Technologies & Ventures Business
Date: ____________________________________

GENENCOR INTERNATIONAL, INC.

By: ______________________________________
Name:     Thomas J. Pekich
Title:    Group Vice President, Bioproducts
Date: ____________________________________

                                     - 23 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT A

                                     [ *** ]

                                     - 24 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT B
                  SECTION 2.1 GCOR PRE-EXISTING RELATIONSHIPS:

                                     [ *** ]

                                     - 25 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT C
                   SECTION 2.1 DCC PRE-EXISTING RELATIONSHIPS:

                                     [ *** ]

                                     - 26 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT D
                          PAGE INTENTIONALLY LEFT BLANK

                                     - 27 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT E

                               GCOR LISTED RIGHTS

                             to be added by addendum

                                     - 28 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT F

                                DCC LISTED RIGHTS

                             to be added by addendum

                                     - 29 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT G
                                APPROVED 2004 AOP

                                     [ *** ]

                                     - 30 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT H
                               STATUS OF PROJECTS

                        TO BE UPDATED ON AN ONGOING BASIS

                                     [ *** ]

                                     - 31 -
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT I

                             ALLIANCE PATENT RIGHTS

                                     [ *** ]

                                     - 32 -