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                                                                    EXHIBIT 10.2

                                FIRST AMENDMENT
                                ---------------
                                       TO
                                       --
                               RESEARCH AGREEMENT
                               ------------------
                                      AND
                                      ---
                          TECHNOLOGY TRANSFER AGREEMENT
                          -----------------------------

         This First Amendment to Research Agreement and Technology Transfer
Agreement is made and entered into as of June 23, 2003 by and between GENENCOR
INTERNATIONAL, INC. (together with its Affiliates, "GCOR") and THE PROCTER &
GAMBLE COMPANY (together with its Affiliates, "P&G"), (hereinafter referred to
as "the Parties").

  A.    GCOR and P&G (the "Parties") entered into: (i) a Research Agreement
        effective June 30, 2000 through June 30, 2003 (the "Agreement") with
        respect to the Parties' program of specific research projects and
        certain other matters; and (ii) the Parties simultaneously entered into
        a Technology Transfer Agreement also effective June 30, 2000 through
        June 30, 2003 (the "TTA") with respect to certain intellectual property
        rights and certain other matters all consistent with this Agreement and
        the TTA.

  B.    The Parties desire to extend the date through which both the Agreement
        and TTA between them shall be effective through to and including August
        31, 2003.

         NOW, THEREFORE, in consideration of the mutual undertakings of the
Parties as set forth below as well as other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, GCOR and P&G do hereby
mutually agree as follows:

    1.  With respect to Section 7.A of the Agreement, the first and second
        sentences, the date of "June 30" shall be deleted and replaced with
        "August 31."

    2.  With respect to Section 43 of the TTA, the first sentence, the date of
        "June 30" shall be deleted and replaced with "August 31."

    3.  For the avoidance of doubt, and notwithstanding any other provision
        contained in either the Agreement or the TTA, neither Party shall be
        liable for any additional payments for research and development programs
        or related work during the term of this extension.

    4.  All terms and conditions of the Agreements remain in full force and
        effect as modified hereby and are hereby ratified by the Parties.

    5.  After full execution of this First Amendment to the Agreement and the
        TTA , each shall be deemed to include the modifications herein.

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                                      - 2 -


    6.  This Agreement may be executed in two or more counterparts, but together
        shall constitute two originals, one to be appended to the Agreement and
        the other to the TTA.

           IN WITNESS WHEREOF, the Parties have caused this First Amendment to
  Research Agreement and Technology Transfer Agreement to be executed by and
  through their duly authorized representatives as of the date first above
  written.
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GENENCOR INTERNATIONAL, INC.                                  THE PROCTER & GAMBLE COMPANY

200 Meridian Centre Blvd.                                     One Procter & Gamble Plaza
Rochester, New York 14618                                     Cincinnati, Ohio 45202
<S>             <C>                                         <C>         <C>
By:             /s/  Thomas J. Pekich                       By:           /s/ Keith Grime
                -------------------------------------------               -------------------------------------------

Name:           Thomas J. Pekich                            Name:         Keith Grime
                -------------------------------------------               -------------------------------------------

Title:          Group Vice President                        Title:        Vice President,
                Bioproducts                                               Research & Development
                -------------------------------------------               -------------------------------------------

Date:           June 30, 2003                               Date:         6/30/03
                -------------------------------------------               -------------------------------------------

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