**Exhibit 10.31.2**

Heartport, Inc.700 Bay RoadRedwood City, California 94063Attention: Earl Adamy

Re:        Approval of Deltagen, Inc.

Dear Mr. Adamy:

             Thisletter is to serve as approval by Woodside Technology Center, LLC, aDelaware limited liability company (“**Landlord**”),of Deltagen, Inc., a Delaware corporation (“**Subtenant**”),as a subtenant of Heartport, Inc., a Delaware corporation (“**Tenant**”), in the portion ofthe Premises described in the Sublease between Tenant and Subtenant, dated asof July 10, 2001 (the “**Sublease**”).  Capitalized terms used but not definedherein shall have the meanings set forth in the Lease (as such term ishereinafter defined).

             Thisapproval is based upon the terms and conditions of the Amended and RestatedIndustrial Build-to-Suit Lease between Landlord and Tenant, dated July 10,2001 (as amended, the “**Lease**”), andthe understanding that the proposed transaction is a sublease under the Leaseand is not an assignment of the Lease. The Sublease will be subject to, and be limited by, the terms of theLease.  In that regard, we understandthat the Subtenant has expressly agreed to be bound by the terms of the Lease,which would include, without limitation, the waivers of subrogation set forthin the Lease.  Landlord agrees thatSubtenant's use of the Premises, or portions thereof constituting the subleasedpremises under the Sublease, for executive, professional and corporate officeuses, research and development uses, laboratory and laboratory animal uses,research and development in the areas of biotechnology and pharmaceuticals, andancillary warehousing and distribution, shall be included in and consistentwith the Permitted Uses under the Lease, provided that such use complies withand is subject to the restrictions and obligations set forth inSections 5.11 and 5.17 of the 740 Bay Lease (as hereinafter defined).

             Exceptfor any rights expressly granted to Tenant under the 740 Bay Road Lease,Landlord has not agreed to any non-disturbance or similar rights for theSubtenant, nor has Landlord agreed to recognize the Sublease or the Subtenantin the event of the expiration or earlier termination of the Lease.  No such agreement by Landlord in the futureshall be effective unless set forth in writing addressed to the Subtenant, norhas Landlord represented that it will so agree.  As used herein, “**740 Bay Road Lease**”means the Lease Agreement by and between Landlord and Subtenant, dated as ofJuly 11, 2001, relating to certain premises commonly known as 740 BayRoad in Redwood City, California.             Landlord’s consent isconditioned upon the prompt payment to Landlord in accordance withSection 15(a) of the Lease of fifty percent (50%) of the differencebetween each payment of rent or other consideration received by Tenant underthe Sublease and the Rent payable under the Lease, after recovery by Tenant ofthe Transfer Costs and other adjustments are made as provided in Section 15(a)of the Lease.  No later thanJanuary 1, 2002,  Tenant shalldeliver to Landlord a worksheet (the “**SubleaseProfits Worksheet**”) showing in reasonable detail thecalculation of the actual Transfer Costs incurred by  Tenant to date, the time period for the payment of such TransferCosts out of the rentals payable by Subtenant under the Sublease, and theactual sublease profits to be paid to Landlord (and the timing of suchpayments) under the Lease.  Tenant shallperiodically update the Sublease Profits Worksheet from time to time to reflectnew information that becomes available. Tenant shall additionally provide to Landlord the information deliveredby Subtenant pursuant to Exhibit “D” of the Sublease.
             Theobligations of Landlord under the Lease are for the benefit of Tenant only, andSubtenant will not have any right to enforce the Lease against Landlord.  Any acceptance by Landlord of payments ofBase Rent or other sums due under the Sublease from Subtenant shall be for theconvenience of Tenant and Subtenant, and shall not constitute an agreement byLandlord to recognize Subtenant as a tenant or otherwise be deemed to modifythe matters set forth in this letter.

             Thisletter is an approval of the Subtenant only, and does not constitute theconsent of Landlord to the terms of the Sublease or to any Alterations whichmay be contemplated in connection with the subleasing.  No party shall have the right to make anyAlterations to the Premises except in strict accordance with the terms ofSection 9 of the Lease.

             Byexecuting this letter, Tenant agrees to (i) indemnify and hold harmlessLandlord against and from any and all claims for work or labor performed or formaterials or supplies furnished to or at the request of Subtenant in connectionwith the performance of any work done for the account of Subtenant within thePremises, (ii) notify Landlord in writing within ten (10) days afterSubtenant takes possession of each of Phase 1, Phase 2, Phase 3and Phase 4 (as such terms are defined in the Sublease) under theSublease, and (iii) provide to Landlord, within ten (10) days afterthe execution of the same by Subtenant, a copy of the executed Schedule ofTerms (attached as Exhibit “E” to the Sublease).

             Byexecuting this letter, Subtenant agrees that Landlord shall have no liabilitywhatsoever for the return to Subtenant of the security deposit or letter ofcredit delivered to Tenant under the Sublease, except and solely to the extentthat (i) Landlord shall obtain actual possession of such security depositand/or letter of credit, and (ii) Subtenant shall be entitled to thereturn of the same under the terms of the Sublease.             Nothing contained in thisletter shall be deemed a waiver of Landlord’s right under the Lease to approveor disapprove any other sublease, subsublease or assignment.
             IN WITNESS WHEREOF,the parties hereto have executed this Consent as of the date first abovewritten.
WOODSIDE TECHNOLOGY CENTER, LLC,a  Delaware limited liability company By:National  Office Partners Limited Partnership, a  Delaware limited partnership, its  sole member   By:Hines  National Office Partners Limited Partnership,  a  Texas limited partnership,  general  partner     By:Hines  Fund Management, L.L.C.,   a  Delaware limited liability company,   general  partner       By:Hines  Interests Limited Partnership,    a  Delaware limited partnership    its  sole member         By:Hines  Holdings, Inc.,     a  Texas corporation,     its  general partner           By:           Its:        ACCEPTED AND  AGREED TO: HEARTPORT,  INC.,  a Delaware corporation   By:        Its:        Dated:        DELTAGEN,  INC.,  a  Delaware corporation     By:        Its:        Dated: