LICENSE AND RESEARCH AGREEMENT

EXHIBIT 10.26

LICENSE AND RESEARCH AGREEMENT

T HIS L ICENSE AND R ESEARCH A GREEMENT (the "Agreement" ) is entered into as of December 31, 2006 (the "Effective Date" ) by and between S YNGENTA P ARTICIPATIONS AG , a corporation organized under the laws of Switzerland ( "Syngenta" ), and D IVERSA C ORPORATION , a Delaware corporation ( "Diversa" ). In this Agreement, Syngenta and Diversa are each referred to individually as a "Party" and collectively as the "Parties."

R ECITALS

W HEREAS , Diversa and Syngenta entered into the Amended and Restated Research Collaboration Agreement, dated as of January 3, 2003, as amended (the "Research Collaboration Agreement" );

W HEREAS , Diversa and Syngenta wish to redefine the scope and terms of the licenses, research projects and other rights provided in the Research Collaboration Agreement as set forth in this Agreement; and

W HEREAS , Diversa and Syngenta desire to enter into this Agreement to supersede and replace in its entirety the Research Collaboration Agreement and to provide for research and development on research projects in the Biofuel Field and the Animal Feed Field which would be good candidates for both Transgenic Expression and production by Fermentation as to which in general, Syngenta would have exclusive rights in the Syngenta Exclusive Field with respect to Transgenic Expression and Diversa would have rights for Fermentation production (as such terms are defined in this Agreement).

A GREEMENT

N OW , T HEREFORE , in consideration of the foregoing premises and the mutual covenants herein contained, and for other good and valuable consideration, the Parties hereby agree as follows:

1. D EFINITIONS

Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below.

1.1 "Affiliate" means any corporation, firm, limited liability company, partnership or other entity that directly or indirectly controls or is controlled by or is under common control with a Party to this Agreement. As used in this definition, control means ownership, directly or through one or more Affiliates, of more than fifty percent (50%) of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or more than fifty percent (50%) of the equity interests in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby a Party has the right to designate a majority of the Board of Directors or equivalent governing body of a corporation or other entity or otherwise has the right to control management of such corporation or other entity, or if such level of ownership or control is prohibited in any country, any entity owning or controlling at the maximum control or ownership right permitted in the country where such entity exists.

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1.2 "Animal Feed Field" means the use of Biomolecules in feed applications to alter, modify or improve feed conversion and/or animal nutrition, which Biomolecules may be produced or expressed through any means including without limitation through Fermentation or Transgenic Expression, but excluding all vaccines and therapeutic applications.

1.3 "Biofuel Field" means the hydrolytic conversion of Biomass to fermentable sugars and/or other chemicals for use in fuel production. For the avoidance of doubt, the "Biofuel Field" shall not include the pre-treatment of Biomass to make it suitable for hydrolysis or the development and use of organisms designed to ferment the products of hydrolysis to fuels and/or other chemicals.

1.4 "Biomass" means material that originates from Plants which can be or is intended to be used as a feedstock in the research, development and/or production of biofuels and bioproducts, including without limitation bioethanol, biodiesel, other fuels for energy applications and chemicals for any purpose, including without limitation agricultural, food and non-food crops and their residues and wastes (e.g. normally non-food material from crops such as stalks, leaves, husks, seed fiber, hulls), forestry residues and wastes (e.g. wood chips, sawdust, cardboard, pressboard, dead trees, tree branches), municipal solid waste (e.g. household garbage and paper products), food processing and other industrial wastes, energy crops (e.g. fast growing trees and grasses grown for this purpose), including, but not limited to, corn stover, switchgrass, and sugar cane bagasse, as well as trees; Biomass is often significantly composed of cellulose, hemi cellulose and lignin structures and may also include oil crops and starch components of crops.

1.5 "Biomolecule" means any Gene, RNA, and protein or chemical entity the synthesis of which is directed by such Gene or Gene pathway, which protein or chemical entity was produced by an organism.

1.6 "Change in Control" means any of the following transactions: (a) a merger, reorganization, restructuring, or consolidation of Diversa which results in the holders of the voting securities of Diversa outstanding immediately prior thereto ceasing to hold at least fifty percent (50%) of the combined voting power of the surviving entity or its parent immediately after such merger, reorganization, or consolidation; (b) the sale or transfer which is effectively a sale of all or substantially all of the assets of Diversa; or (c) any one (1) person (other than Diversa, any trustee or other fiduciary holding securities under an employee benefit plan of Diversa, or any corporation owned directly or indirectly by the stockholders of Diversa, in substantially the same proportion as their ownership of stock of Diversa), together with any such person’s "affiliates" or "associates", as such terms are used in the Securities Exchange Act of 1934, as amended, becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of Diversa or by contract or otherwise having the right to control the Board of Directors or equivalent governing body of Diversa or the ability to cause the direction of management of Diversa.

1.7 "Claim" shall have the meaning provided in Section 11.1.

1.8 "Confidential Information" shall have the meaning provided in Section 10.1.

1.9 "Control," "Controls," or "Controlled" means possession of the ability to grant the licenses or sublicenses as provided for herein (other than by virtue of any license granted pursuant to this Agreement or the License Agreement) without violating the terms of any agreement or other arrangement with any Third Party.

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1.10 "Crop" means any cultivated Plant.

1.11 " […***…] " shall have the meaning provided in Section 6.7(ii).

1.12 "Disclosing Party" means the Party providing the Materials or otherwise disclosing the Confidential Information to the other Party pursuant to Section 3.12 and/or 10 (as applicable).

1.13 "Diversa Indemnitee" shall have the meaning provided in Section 11.1.

1.14 "Diversa Materials" means all Materials Controlled by Diversa or any of its Affiliates which Diversa or any of its Affiliates makes available for use in the Research Program or made available for use in the research program conducted under the Research Collaboration Agreement.

1.15 "Diversa Platform Technology" shall have the meaning provided in Section 8.1.

1.16 "Diversa Product" means any product sold or licensed, or being developed for sale or license, by Diversa or its Affiliates or Sublicensees as contemplated by this Agreement.

1.17 "Diversa Program Technology" means Research Results and Program Materials generated in or derived from any Diversa Project, and Patent Rights and Know-How claiming, disclosing or covering such Research Results or Program Materials, but excluding either Party’s proprietary technology and improvements and intellectual property rights therein which are retained by such Party under Section 8.1.

1.18 "Diversa Projects" means any project which Diversa undertakes (alone or with any Affiliate or Third Party) in the Biofuel Field and/or the Animal Feed Field, in each case involving Biomolecules produced through Fermentation and undertaken, or initially undertaken, as set forth in Section 3.

1.19 " […***…] " shall have the meaning set forth in Section 5.4.

1.20 "Existing Biomolecules" means all Biomolecules discovered or identified under the research program conducted under the Research Collaboration Agreement prior to the Effective Date.

1.21 "Existing Project" means the existing starch conversion research project under the Research Collaboration Agreement as of the Effective Date, which is described further in Exhibit A . The Existing Project excludes any Other Existing Research.

1.22 "Fermentation" means a microbial fermentation process, including, without limitation, bacterial-, fungal- and yeast-based fermentation.

1.23 " Former Syngenta Exclusive Field" means:

• • • (a) any Biomolecule with Plants as the expression host;

      (b) any Plant Gene;

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• • • (c) any Biomolecule for admixture to the product of any physical or chemical processing of Crops or derivatives of Crops provided that the product contains Plant material unique to Plants;

      (d) any Biomolecule for any industrial application involving Crops or the close derivatives of Crops, but excluding inert or minor ingredients from or derived from a Plant source which do not materially add value to an end product of an industrial manufacturing process;

      (e) any Biomolecule useful for Syngenta’s actual or potential customers in the agriculture, food and/or natural fibers markets involving the use of Crops, or the use of close derivatives of Crops (including all uses of corn, wheat, barley, rice, cotton and soy, and other oil Crops and their close derivatives), but excluding inert or minor ingredients from or derived from a Plant source which do not materially add value to an end product of an industrial manufacturing process;

      (f) any Biomolecule with commercial value, alone or in combination with other Biomolecules, for use in the Animal Feed Field;

      (g) any Project included in the Other Existing Research and/or the Existing Project.

1.24 "FTE" means a full time scientist who is an employee or consultant of Diversa (or in the case of less than a full-time dedicated scientist, a full-time, equivalent scientist year), dedicated to research under the Research Program consisting of an average of […***…] person-hours per year and who is educated to Ph.D., MS or BS/BA level (or otherwise appropriately trained) in an appropriate discipline.

1.25 "FTE Funding" shall have the meaning provided in Section 3.8(c).

1.26 "FTE Requirements" shall have the meaning provided in Section 3.8(c)(i).

1.27 "GAAP" means generally accepted accounting principles, as applied in the United States.

1.28 "Gene" means a polynucleotide sequence which can be transcribed into RNA and generally encodes a protein, optionally together with its regulatory sequences.

1.29 " […***…] " shall have the meaning provided in Section 6.7(ii).

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1.30 " […***…] " shall have the meaning provided in Section 6.7(iv).

1.31 "Indemnitee" shall have the meaning provided in Section 11.3.

1.32 "Indemnitor" shall have the meaning provided in Section 11.3.

1.33 "Infringement" shall have the meaning provided in Section 8.7(a).

1.34 "Inventions" shall have the meaning provided in Section 8.2(a).

1.35 "JBP Program Technology" has the meaning set forth in Section 8.2(b).

1.36 "Joint Bagasse Project" shall have the meaning provided in Section 3.1(d).

1.37 "Know-How" means all proprietary ideas, inventions, data, instructions, processes, trade secrets, devices, methods, formulae, Materials, protocols and marketing and other information, including improvements thereon, whether or not patentable, including, without limitation, biological, chemical, toxicological, physical and analytical, safety, manufacturing and quality control data and information, which are (a) not publicly available and not covered by Patent Rights, but which (i) are necessary or useful for the commercial exploitation of the Patent Rights or the conduct of the Projects or (ii) otherwise relate to Biomolecules or Products, and (b) Controlled by a Party or its Affiliate as of the Effective Date (including those based on or derived from information or inventions generated in the course of the research program conducted under the Research Collaboration Agreement) or after the Effective Date if based on or derived from information or inventions generated in the course of the Research Program.

1.38 " […***…] Project" shall have the meaning set forth in Section 8.2(f).

1.39 "License Agreement" means that certain Intellectual Property Rights License Agreement, dated as of January 3, 2003, between Diversa and Syngenta, as may be amended in accordance with its terms.

1.40 "Materials" means any chemical or biological substances, including, without limitation, any: (i) organic or inorganic chemical element or compound; (ii) Gene or genetic material, including any genetic control element (e.g., promoters); (iii) Biomolecule; (iv) vector or construct, plasmid, phage or virus; (v) host organism, including bacteria and Plant cells; (vi) eukaryotic or prokaryotic cell line or expression system; (vii) protein, including any peptide or amino acid sequence, enzyme, antibody or protein conferring targeting properties and any fragment of a protein or peptide or enzyme; or (viii) assay or reagent.

1.41 "Milestones" shall have the meaning provided in Section 6.1(c).

1.42 "Mixed Delivery Product" means a Syngenta Product which for technical or commercial reasons requires a combination of at least one Biomolecule produced through Transgenic Expression and at least one Biomolecule produced through Fermentation.

1.43 "Net Revenue" means Revenue, less the following amounts with respect to the applicable Product, to the extent not previously deducted: trade and quantity discounts and returns and […***…] actually granted to purchasers or licensees, and less taxes withheld (excluding income tax), customs and freight charges, and calculated using the applicable Party’s standard accounting procedures in accordance with GAAP, as consistently applied by such Party.

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1.44 "New Syngenta Project" means (i) each project designed for application in the Syngenta Exclusive Field and requested by Syngenta pursuant to Section 3.1(b) and/or (ii) each project requested by Syngenta pursuant to Section 3.3, in each case that is undertaken, or initially undertaken, in the Research Program (which, for the avoidance of doubt, in the case of clauses (i) and (ii), excludes the Diversa Projects, the Joint Bagasse Project, the Existing Project and the Other Existing Research).

1.45 "Other Existing Research" means the research projects and research and development activities under the research program conducted under the Research Collaboration Agreement existing as of the Effective Date, relating to the […***…] Project and the […***…] project, each of which is described further in Exhibit B.

1.46 "Overlapping Biomolecules" shall have the meaning provided in Section 6.1(d).

1.47 " […***…] " shall have the meaning set forth in Section 6.7(v).

1.48 "Patent Activities" shall have the meaning set forth in Section 8.6(a).

1.49 "Patent Rights" means any United States or foreign patent or patent application, and any division, continuation, continuation-in-part, reissue, reexamination, extension or other governmental action that extends the subject matter of such patent or patent application, substitution, confirmation, registration or revalidation of the foregoing, in each case, that claims a Biomolecule or a Product or a method or process for the manufacture or use thereof and that is Controlled by Syngenta or Diversa or their respective Affiliates, or jointly by Syngenta and Diversa as of the Effective Date (including those inventions made in the course of the research program conducted under the Research Collaboration Agreement) or after the Effective Date for inventions made in the course of the Research Program.

1.50 "Plant" means a monocotyledonous or dicotyledonous plant, or an angiosperm, a gymnosperm or a pteridophyte.

1.51 "Plant Gene" means a Gene which is native to a Plant.

1.52 "Previously Paid Milestone" shall have the meaning set forth in Section 6.1(d).

1.53 "Product" means a Diversa Product or a Syngenta Product, as applicable.

1.54 "Program Materials" means all Materials which are developed or made, or the utility of which is determined or discovered, pursuant to the Research Program or the research program conducted under the Research Collaboration Agreement, excluding Diversa Materials and Syngenta Materials.

1.55 "Program Technology" means all Diversa Program Technology, JBP Program Technology and Syngenta Program Technology.

1.56 "Project" or "Projects" means the Syngenta Projects, the Diversa Projects and the Joint Bagasse Project.

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1.57 "Project Plans" shall have the meaning set forth in Section 3.5(b)(i).

1.58 " […***…] " shall have the meaning set forth in Section 6.7.

1.59 "Receiving Party" means the Party to whom the Disclosing Party provides the Materials or otherwise discloses the Confidential Information pursuant to Section 3.12 and/or 10 (as applicable).

1.60 "Research" means research and development activities conducted pursuant to the Research Program.

1.61 "Research Collaboration Agreement" shall have the meaning provided in the Recitals above.

1.62 "Research Committee" shall have the meaning set forth in Section 4.2.

1.63 "Research Program" means the research and development program to be conducted pursuant to Section 3. For the avoidance of doubt "research program conducted under the Research Collaboration Agreement" means the research and development activities under the Research Collaboration Agreement and the research and development activities under the Zymetrics Agreements.

1.64 "Research Results" means all data and results arising out of the Research Program and/or which arose out of the research program conducted under the Research Collaboration Agreement.

1.65 "Research Term" shall have the meaning set forth in Section 12.1.

1.66 "Responsible Party" shall have the meaning set forth in Section 8.6(c).

1.67 "Revenue" means all gross sales invoiced, or other consideration or value and payments received, by a Party and its Affiliates, in each case, for the use or sale of any Syngenta Product or Diversa Product as the case may be, including, without limitation, […***…] Syngenta Products or Diversa Products, as applicable. Revenue shall be calculated using the Party’s standard accounting procedures in accordance with GAAP, as consistently applied by the Party. All sales or licenses of Products between a Party and any of its Affiliates shall be […***…]; provided that if such […***…] the following shall apply: If the Affiliate […***…], and […***…], then the gross sales invoiced, or other consideration or value and payments received, […***…] shall be used to determine Revenue, and all […***…]. If the Affiliate […***…], and […***…], then […***…] which shall be used as the […***…], and the […***…]; provided that if the […***…], then the […***…] and all […***…]. The calculation of Revenue shall be subject to the provisions of Sections 6.4 and 6.5.

1.68 "Sublicensee" means (i) with respect to Syngenta, a Third Party which receives from Syngenta or its Affiliate a license or sublicense, and (ii) with respect to Diversa, a Third Party which receives from Diversa or its Affiliate a license or sublicense.

1.69 "Subsequent Biomolecules" shall have the meaning provided in Section 5.4.

1.70 "Syngenta Exclusive Field" means the use of Biomolecules produced through Transgenic Expression in the Biofuel Field and/or the Animal Feed Field. For the avoidance of

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doubt, the Syngenta Exclusive Field does not include the use of Biomolecules produced through Fermentation in the Biofuel Field and/or the Animal Feed Field or the use of Biomolecules produced through any method, including Transgenic Expression and Fermentation, in any field outside the Biofuel Field and the Animal Feed Field.

1.71 "Syngenta Indemnitee" shall have the meaning provided in Section 11.2.

1.72 "Syngenta Materials" means all Materials Controlled by Syngenta or its Affiliates which Syngenta or any of its Affiliates provides to Diversa for use in the Research Program or provided to Diversa for use in the research program conducted under the Research Collaboration Agreement; for clarification, Syngenta Materials shall exclude all Materials, if any, included in the Purchased Assets under the Transaction Agreement.

1.73 "Syngenta Product" means any product sold or licensed, or being developed for sale or license, by Syngenta or its Affiliates or Sublicensees, which consists of, incorporates, or is made through the use of a Biomolecule that is discovered, identified or developed, or the utility of which is discovered or identified, in the course of the Research Program or the research program conducted under the Research Collaboration Agreement or using Program Technology. Syngenta Products do not include any product that is discovered, identified or developed, or the utility of which is discovered or identified, using Syngenta Proprietary Technology outside the course of the Research Program and the research program conducted under the Research Collaboration Agreement, without the use of any Program Technology. A Syngenta Product may be a Transgenic Product and/or a Mixed Delivery Product.

1.74 "Syngenta Program Technology" means Research Results and Program Materials generated in or derived from any Syngenta Project and/or the research program conducted under the Research Collaboration Agreement (including, without limitation, (a) the animal feed projects […***…], and (b) the project for conversion of sugar cane Biomass so that any Research Results and Program Materials generated in or derived from such project in this clause (b) are included in this definition and not in JBP Program Technology), and Patent Rights and Know-How claiming, disclosing or covering such Research Results or Program Materials, but excluding either Party’s proprietary technology and improvements and intellectual property rights therein which are retained by such Party under Section 8.1.

1.75 "Syngenta Projects" means (a) the Existing Project, (b) the Other Existing Research, and/or (c) any New Syngenta Project.

1.76 "Syngenta Proprietary Technology" means all technology Controlled by Syngenta or its Affiliates immediately after the effective date of the Research Collaboration Agreement, or thereafter independently of the research program conducted under the Research Collaboration Agreement and the Research Program, and which Syngenta uses or makes available for the conduct of the Research Program or the design, development, testing, use, manufacture or sale of Syngenta Products, including all such United States and foreign patents and patent applications (including, without limitation, all reissues, extensions, substitutions, confirmations, registrations, revalidations, additions, continuations, continuations-in-part, and divisions thereof) and other proprietary information, data and know-how. Syngenta Proprietary Technology excludes all TMRI Intellectual Property Rights (as defined in the License Agreement) which are licensed to Diversa by Syngenta under the License Agreement, including without limitation the TMRI Platform Technology licensed thereunder, and the TMRI Platform Technology Improvements.

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1.77 "Third Party" means any party other than Syngenta, Diversa or an Affiliate of either of them.

1.78 "TMRI Platform Technology" means all tools, technologies and methods relating to proteomics, metabolomics, RNA dynamics and bioinformatics and methods to analyze and link these components of genomics, which are both (i) not publicly available and are proprietary to or Controlled by Syngenta or its Affiliates immediately prior to the closing of the transactions under the Transaction Agreement, and (ii) claimed or disclosed within the patent applications and patents listed on an exhibit to the License Agreement or are within the scope of the material trade secrets related thereto, a written description of such material trade secrets having been previously provided by Syngenta to Diversa prior to signing of the Transaction Agreement.

1.79 "TMRI Platform Technology Improvement" means any enhancement or improvement to the TMRI Platform Technology, whether or not patentable, made, conceived or reduced to practice solely by any employee or consultant of Syngenta, solely by any employee or consultant of Diversa or jointly by any employee or consultant of Syngenta and any employee or consultant of Diversa at any time after the effective date of the Research Collaboration Agreement, and all Patent Rights and Know-How that claim, disclose or cover such enhancement or improvement.

1.80 "Transaction Agreement" means that certain Transaction Agreement, dated January 3, 2003, among Torrey Mesa Research Institute, Diversa and Syngenta, as may be amended in accordance with its terms.

1.81 "Transgenic Biomass Conversion" shall have the meaning provided in Section 5.1(a).

1.82 "Transgenic Expression" means expression or production of Biomolecules in Plants or using Plant Genes.

1.83 "Transgenic Product" means a Syngenta Product produced through Transgenic Expression.

1.84 "2004 RCA Amendment" shall have the meaning provided in Section 6.7.

1.85 "Year" means any calendar year.

1.86 "Zymetrics Agreements" means the Joint Venture Agreement dated and effective as of December 1, 1999 between Diversa and Syngenta Crop Protection AG (as successor to Novartis Seeds AG) and the Research and Development Agreement dated and effective as of December 1, 1999 between Diversa and Zymetrics, Inc.

2. P URPOSE

2.1 Replacement of Research Collaboration Agreement. The Parties hereby agree that this Agreement shall replace and supersede the Research Collaboration Agreement in its entirety as of the Effective Date, as provided in Section 14.10.

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2.2 Satisfaction of Obligations under Research Collaboration Agreement. Diversa acknowledges that Syngenta has satisfied all of its payment obligations to Diversa under the Research Collaboration Agreement, and Syngenta acknowledges that Diversa has satisfied all of its obligations to provide research and development services (including FTEs and management of Third Party regulatory and development contracts) for which it received payments from Syngenta under the Research Collaboration Agreement. The Parties agree that […***…] of the […***…] is made in recognition of […***…] under the Research Collaboration Agreement. For avoidance of doubt, no additional milestones are payable for any work done under the Research Collaboration Agreement; provided, however, that Diversa is eligible under this Agreement to receive the milestones for the […***…] project as provided in the Project Plan for such project. The Parties agree to provide for the assignment to and assumption by Syngenta of […***…] entered into by Diversa in accordance with the 2004 RCA Amendment (as defined in Section 6.7).

3. R ESEARCH P ROGRAM

3.1 Overview of Research Program.

(a) Collaborative Efforts on Research Program. Diversa and Syngenta have unique and complementary areas of expertise which they believe will help them confront the significant technical challenges in the Biofuel Field and the Animal Feed Field. The Parties agree to collaborate and cooperate with respect to their respective research and development programs in the Biofuel Field and the Animal Feed Field during the Research Term, with the goal of identifying new Biomolecules which, with then current technology, are likely to be good candidates for both Transgenic Expression and Fermentation production. The aim of such collaboration and cooperation is to develop Syngenta Products utilizing Transgenic Expression (including Mixed Delivery Products), and Diversa Products produced by Fermentation, based on common Biomolecule(s).

(b) Syngenta Projects. During the Research Term, Diversa agrees, at Syngenta’s request and expense as set forth herein, to undertake Syngenta Projects for Syngenta, which will be subject to the exclusivity obligations of Section 5. The Other Existing Research is expected to be completed by […***…]. Such Syngenta Projects requested pursuant to this Section 3.1(b) shall be under the direction of Syngenta, and shall be paid for by FTE Funding to Diversa by Syngenta, as provided for in Section 3.8.

(c) Diversa Projects. Diversa will have sole responsibility, in its sole discretion, for Diversa Projects, which it may conduct alone or together with any Third Party, subject to Syngenta’s rights to use Biomolecules discovered in such Diversa Projects as provided in this Agreement. Syngenta shall have no obligation to pay for the conduct of the Diversa Projects. Diversa confirms to Syngenta that, as of the Effective Date, Diversa’s primary business strategy is to focus on alternative fuels and expects to devote a significant portion of its resources to pursue this strategy. Diversa will cooperate and consult in good faith with Syngenta with respect to decisions regarding the choice and direction of Diversa Projects; provided, however, that Diversa Projects conducted with any Third Party are addressed separately in Section 3.5(a).

(d) Joint Bagasse Project. The Parties recognize and agree that sugar cane Bagasse is an excellent candidate for the Biofuel Field and the Parties would like to focus their initial efforts under the Research Program on further collaborative activities in this area. The

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Parties have conducted the existing research program for conversion of sugar cane Biomass under the Research Collaboration Agreement and agree from and after the Effective Date to conduct the project for conversion of sugar cane Biomass in the Biofuel Field, utilizing Transgenic Expression and Fermentation, under the Research Program through a joint project in this area as described in detail in Section 3.2 (the "Joint Bagasse Project" ). In addition, the Parties agree to screen Biomolecules identified or developed pursuant to the Joint Bagasse Project for activity on other Biomass substrates as agreed by the Parties.

(e) Discussion of Other Projects. The Parties may, in their discretion, discuss working together on research and development projects regarding Biomolecules produced through Transgenic Expression for use outside the Biofuel Field and the Animal Feed Field in related applications that Syngenta may wish to pursue, subject to mutually acceptable terms.

3.2 Joint Bagasse Project.

(a) The Parties will conduct the Joint Bagasse Project for a period of two years following the Effective Date. At the end of such period, unless extended by written agreement of the Parties, (i) Syngenta may independently proceed with research, development and commercialization activities as though the Joint Bagasse Project had been a Syngenta Project during such period, and (ii) Diversa may independently proceed with research, development and commercialization activities as though the Joint Bagasse Project had been a Diversa Project during such period, in each case, subject to the terms and conditions of this Agreement.

(b) The Parties intend to conduct the Joint Bagasse Project in a collaborative manner, seeking Biomolecule candidates suitable for production through both Fermentation and Transgenic Expression in the Biofuel Field with a goal of joint decision-making. During the two-year period following the Effective Date, the Joint Bagasse Project will be subject to management and decision-making under Section 4 as if it were a Syngenta Project. If the Joint Bagasse Project is extended by mutual written agreement beyond such two-year period, the Joint Bagasse Project will be subject to management and decision-making under Section 4; provided that, with regard to any dispute that the Management Steering Committee is unable to resolve after thirty (30) days pursuant to Section 4.4, such dispute shall be decided by Diversa in its discretion provided that such decision does not conflict with or result in an amendment or modification to this Agreement.

(c) A summary description of the Joint Bagasse Project as of the Effective Date is set forth in Exhibit C. Promptly following the Effective Date (with a goal of 90 days after the Effective Date), the Parties will collaboratively prepare a Project Plan for the Joint Bagasse Project, including the applicable milestones, as such Project Plan may be modified from time to time by written agreement of the Parties. During the two-year period following the Effective Date, the Parties will conduct the Joint Bagasse Project under such Project Plan in accordance with the principles of Section 3.5 as if references therein to Diversa applied to both Parties, to the extent applicable, and as if the Joint Bagasse Project were a Syngenta Project.

(d) During the two-year period following the Effective Date, each of Syngenta and Diversa agree to provide resources for the Joint Bagasse Project as follows: (i) Syngenta agrees to pay Diversa […***…] for funding of FTEs at […***…] per FTE (approximately […***…] FTEs) in 2007 and […***…] for funding of FTEs at […***…] per FTE

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(approximately […***…] FTEs) in 2008 for the Joint Bagasse Project, payable each year in equal quarterly installments in advance; and (ii) Diversa agrees to commit […***…] additional FTEs in each of 2007 and 2008, at its expense, to work on the Joint Bagasse Project.

3.3 Certain Projects Involving Biomolecules Produced by Fermentation.

(a) During the Research Term, Diversa agrees to undertake, where requested by Syngenta and subject to Section 3.8, Syngenta Projects in the Biofuel Field and/or the Animal Feed Field using Fermentation and, during the period provided in Section 3.2, the Joint Bagasse Project, on a non-exclusive basis with respect to Syngenta, where the applicable Project Plan includes proof of concept, development and/or commercialization of Biomolecules intended for use in (i) a Transgenic Product, or (ii) a Mixed Delivery Product. The Project Plan for each such Syngenta Project and for the Joint Bagasse Project will identify the Mixed Delivery Product and, to the extent practicable, the Biomolecule(s) produced using Fermentation that are intended to be included in such Mixed Delivery Product (or the characteristics of such Biomolecule(s) if identification of specific Biomolecule(s) is not practicable).

(b) At Syngenta’s request and expense, Diversa will supply Syngenta, at Diversa’s cost, with sufficient quantities of such Biomolecule(s) and/or related Product produced by Fermentation to carry out such research, development, and precommercialization activities. If Syngenta commercializes the Mixed Delivery Product described in (ii) above, then with respect to the Biomolecule(s) within the Mixed Delivery Product (described in (ii)) produced by Fermentation, at Syngenta’s request, Diversa agrees to supply such Biomolecules(s) and/or related Product to Syngenta on reasonable commercial terms to be negotiated in good faith by the Parties.

(c) If Syngenta requests that Diversa do so, Diversa will provide Syngenta with its estimated cost for supply of Biomolecule(s) under Section 3.3(b) in the quantities requested by Syngenta (including in such estimate the cost for raw materials, fermentation, scale up and recovery and formulation activities, packaging and delivery). Diversa’s estimate of cost as of the Effective Date is […***…] per gram depending on purity; […***…] per kilogram of purified Biomolecule for more than one kilogram; […***…] for 10 kilograms of purified Biomolecule; and […***…] for 50 kilograms of purified Biomolecule. If Diversa supplies Biomolecule(s) to Syngenta under Section 3.3(b), Syngenta shall have the right to verify Diversa’s cost of goods in accordance with Section 7 hereof. Syngenta has the right to source the supply of such Biomolecule(s) and/or related Product produced by Fermentation from a Third Party. At Syngenta’s request, Diversa will assist Syngenta in obtaining the lowest cost source for such Biomolecule(s) and/or related Product produced by Fermentation and will make available such information as reasonably necessary to enable Syngenta to obtain a quote from Third Parties. If Syngenta elects to use a Third Party supplier, Diversa will provide the following information with regard to the manufacturing process used by Diversa with regard to such Biomolecule: (i) for manufacturing processes and/or strains that are not described in clause (ii), Diversa will provide to the Third Party supplier, subject to entering into an agreement with such Third Party Supplier (on commercially reasonable terms consistent with agreements of that type), all information regarding the process and protocols necessary for the Third Party supplier to manufacture and recover the Biomolecule, as well as the gene for the Biomolecule in an appropriate vector and any safety and regulatory data regarding manufacture of such Biomolecule; and (ii) for manufacturing processes and/or strains that are proprietary Third Party processes that Diversa may not provide to others, Diversa will provide Syngenta with contact information for the Third Party that owns such process and/or strain.

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3.4 Rights of Parties to Conduct Own Efforts and With Third Parties. Subject to Sections 3 and 5 of this Agreement, Diversa is free to conduct research, development and commercialization activities, using Fermentation production only, in the Biofuel Field and/or the Animal Feed Field, alone or with Third Parties. In addition, Diversa is free to conduct research, development and commercialization activities outside the Syngenta Exclusive Field and outside of Transgenic Biomass Conversion, alone or with Third Parties. Syngenta is free to conduct research, development and commercialization activities, using Fermentation and/or Transgenic Expression or any other means of production, in the Biofuel Field and/or the Animal Feed Field or in any other field, alone or with Third Parties.

3.5 Conduct of Research Program.

(a) Overall Conduct. During the Research Term, Diversa will diligently conduct research and development activities on Syngenta Projects and, during the period specified in Section 3.2, on the Joint Bagasse Project pursuant to the applicable Project Plans and shall use commercially reasonable efforts to meet the time schedules contemplated in the applicable Project Plan. Diversa shall conduct the Research Program in a professional manner. Except as otherwise set forth in this Section 3.5, Diversa will provide full transparency and disclosure to Syngenta on a current basis with respect to the activities in the Research Program and Diversa’s research, development and commercialization activities which have potential application in the Biofuel Field and/or the Animal Field, which shall include without limitation:

(i) frequent communication between Diversa scientists and Syngenta scientists, including regular site visits;

(ii) Diversa providing Syngenta with access to Diversa’s books and records pertaining to the Research Program and/or the research program conducted under the Research Collaboration Agreement;

(iii) Diversa advising Syngenta regularly of up to date progress and results;

(iv) Diversa promptly providing Syngenta with reasonable quantities of the Biomolecules discovered, identified or developed under the Research Program and under the research program conducted under the Research Collaboration Agreement and other Materials Syngenta may reasonably request to enable Syngenta to effectively and promptly pursue its research and product development activities as contemplated by this Agreement, subject to Syngenta paying the reasonable costs of quantities of such Biomolecules provided by Diversa; provided that, for Syngenta Projects and the Joint Bagasse Project, a reasonable research quantity of such Biomolecules and Materials is intended to be covered by the FTE Funding, and with regard to additional quantities of such Biomolecules and Materials, the Parties shall share the cost of such additional quantities on the basis of Syngenta bearing […***…] of such costs and Diversa bearing […***…] of such costs; and

(v) Diversa promptly providing Syngenta with such other information as Syngenta may reasonably request to enable Syngenta to effectively and promptly pursue its research and product development activities as contemplated by this Agreement.

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With regard to Diversa Projects and other Diversa research, development and commercialization activities conducted with or for any Third Party, Diversa will provide information described in this Section 3.5 to the extent that it is able to do so under its agreement with such Third Party; provided that such information shall include at least the following with respect to Biomolecules that have potential application in the Biofuel Field and/or the Animal Feed Field (and Diversa shall ensure that such information is not subject to confidentiality obligations to such Third Party that would prevent its disclosure to Syngenta): (a) type of Biomolecule; and, (b) in each case in clause (b), as available, (i) Biomolecule characterization and sequence information for such Biomolecule, (ii) activities of such Biomolecule at various pH and temperature levels, and (iii) if known, the species name of the source organism and/or the biodiversity sample the Biomolecule was derived from (e.g., acidic water sample from hot springs). With regard to Diversa license agreements with Third Parties for the in-license of pre-treatment or Fermentation technologies or processes, Diversa will provide information described in this Section 3.5 to the extent that it is able to do so under its agreement with such Third Party.

Diversa agrees not to enter into any agreement with a Third Party with respect to any Diversa Projects that are conducted with or for a Third Party which would prevent or restrict Diversa’s ability to comply with the foregoing provisions.

In addition, the activities conducted in connection with the Research Program will be overseen and administered by the Management Steering Committee and the Research Committee as provided in Sections 3 and 4. Notwithstanding anything herein to the contrary, neither Party shall, without such Party’s consent, be obligated to conduct Projects in the Research Program outside the Syngenta Exclusive Field, other than the Existing Project, the Other Existing Research and the Joint Bagasse Project as set forth herein.

(b) Project Plans.

(i) Preparation of Project Plans. Diversa, in consultation with Syngenta, shall be responsible for the development of project plans for Diversa Projects (excluding all Diversa Projects conducted with or for any Third Party), which plans shall be furnished to Syngenta and will set forth detail reasonably comparable to that specified for Syngenta’s Project Plan. Syngenta, in consultation with Diversa, shall be responsible for the development of project plans for Syngenta Projects, which plan shall be furnished to Diversa and cover the objectives (including a definition of Product or Product concept), targets (including, if applicable, the target percentage of conversion of the applicable Biomass (or pre-treated Biomass) to the applicable fermentable sugar(s)), the estimated resources including estimated FTEs, overall timetable, the Milestones applicable to the Project (as defined in Section 6.1) and other applicable criteria related to achievement of Milestones in accordance with Section 6.1, and other matters as may be determined by the Research Committee, as may be amended in accordance with the terms of this Agreement (the "Syngenta Project Plan", and together with the project plans for Diversa Projects specified in the first sentence of this Section 3.5(b)(i), collectively the "Project Plans").

(ii) Review and Modification of Project Plans. Each Party’s scientific personnel will review each Party’s Project Plans and confer on and discuss the progress and results of the Syngenta Projects and the Diversa Projects (excluding all Diversa Projects conducted with or for any Third Party) on an ongoing basis in accordance with this Section 3.5. The Research Committee will conduct a comprehensive review of the Projects (excluding all

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Diversa Projects conducted with or for any Third Party) and technical opportunities for Syngenta Projects in the Biofuel Field and Animal Feed Field on a quarterly basis. Diversa shall make all decisions to add, terminate, modify, reorder the priority or substitute Diversa Projects and any research activities included in the Diversa Projects, and the allocation of resources with respect thereto, subject to the terms of this Agreement. Syngenta shall make all decisions to add, terminate, modify, reorder the priority or substitute Syngenta Projects and any research activities included in the Syngenta Projects, and the allocation of resources with respect thereto, subject to the terms of this Agreement; provided that any New Syngenta Project or modification to a Syngenta Project shall be within the scope of the Syngenta Exclusive Field (except as provided under Section 3.3) or, in the case of the Existing Project or the Other Existing Research, in the Syngenta Exclusive Field or its current applicable field, unless otherwise agreed by the Parties in writing.

(iii) Provision of Information. At such time as a Project is proposed to be conducted under the Research Program, each of the Parties shall inform the other, to the extent it is able to do so without breaching any confidentiality obligations, of any information of which it is aware with respect to Third Party patent applications or patents which may relate to the Project; provided that neither Party shall have any obligation to provide the other Party with any document or other information which would result in a breach of the attorney/client privilege with respect thereto. If Diversa is conducting or is to conduct a Syngenta Project, Diversa will, to the extent it is able to do so without breaching any confidentiality obligations, promptly inform Syngenta if it is then conducting or at any time thereafter conducts any research, development or commercialization activities with a Third Party which would involve the same Crop as such Syngenta Project or any resulting Syngenta Product involves.

3.6 Syngenta Activities. By February 15 each Year, subject to confidentiality obligations to Third Parties, in order to provide Diversa with the opportunity to assess the potential financial impact for Diversa in such Year and in other subsequent Years for which Diversa provides financial guidance to its investors, Syngenta shall provide Diversa with written information regarding Syngenta’s current plans for commercialization of Syngenta Products that have not yet been commercialized, as well as currently available sales projections or forecasts for Syngenta Products on which royalties are payable to Diversa hereunder, that have been commercialized, in each case as estimated by Syngenta in good faith and such information to be provided taking into account the proprietary and competitively sensitive nature of such information; provided, however, that such information shall constitute confidential information of Syngenta hereunder and Syngenta shall incur no liability hereunder for (i) Syngenta’s failure to, or delay in, for any reason whatsoever, commercializing, or continuing to commercialize, any such applicable Syngenta Products at all, or in accordance with such plans, or (ii) actual sales, if any, of such applicable Syngenta Products failing to meet or exceed such projections or forecasts. Syngenta shall have no obligation to generate or to create new information or documents for Diversa to comply with the preceding sentence and may utilize its pre-existing information and documents.

3.7 Syngenta Decisions. Syngenta shall have the sole discretion whether or not to progress a Syngenta Project and/or to develop and/or commercialize a Syngenta Product, including a Mixed Delivery Product. If Syngenta decides to progress a Syngenta Project and to develop and commercialize a Syngenta Product from any Project, it shall have the sole discretion as to how it is developed, manufactured and/or commercialized and on what terms, subject to

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any applicable terms of this Agreement (including, without limitation, the terms regarding the costs associated with Biomolecules and/or related Products produced via fermentation by Diversa that are associated with Mixed Delivery Products).

3.8 Research Funding for Syngenta Projects.

(a) Determination of Funding. Syngenta is responsible for FTE funding and expenses related thereto only as provided in Section 3.2(d), 3.5(a)(iv) and 3.8 and Syngenta shall have no other payment obligation to Diversa for FTE funding or any other costs or expenses for research for Diversa Projects, Syngenta Projects or the Joint Bagasse Project.

(b) Existing Project and Other Existing Research. In addition to the payments contemplated under Section 6, Syngenta agrees to pay Diversa for FTEs for Research for the Existing Project and Other Existing Research as follows: (i) […***…] FTEs at the rate of […***…], for a total of […***…], in 2007; and (ii) […***…] FTEs at the rate of […***…], for a total of […***…], in 2008, payable each year in equal quarterly installments in advance; provided, however, that Syngenta may cause […***…] of such FTEs for 2008 to be deployed on any New Syngenta Project(s) (including, without limitation, an animal feed project […***…]).

(c) New Syngenta Projects. In addition to the payments contemplated under Section 6, Syngenta agrees to pay Diversa for FTEs for Research for New Syngenta Projects (the "FTE Funding" ) as follows:

(i) For any Year of the Research Term, Syngenta shall give Diversa written notice of its FTE requirements for Research for such New Syngenta Projects (the "FTE Requirements" ) for the six (6) month period from July 1 through December 31 of a given Year by no later than January 1 of that Year and for the six (6) month period from January 1 through June 30 of a given Year by no later than July 1 of the immediately preceding Year. For the first six (6) months in which Syngenta notifies Diversa that it has FTE Requirements, Syngenta’s FTE Requirements may not be more than […***…] FTEs (equivalent to […***…] people working full time for a six (6) month period) unless the Parties agree in writing to a higher number. For each six (6) month period thereafter, Syngenta’s FTE Requirements may not be more than one-hundred and fifty percent (150%) (or […***…] FTEs, if greater) or less than fifty percent (50%) of the FTE Requirements for the immediately preceding six (6) month period, and in no event may Syngenta’s FTE Requirements exceed […***…] FTEs for any six (6) month period (equivalent to […***…] people working full time for a six (6) month period), in each case unless otherwise agreed to by the Parties in writing. Notwithstanding the preceding sentence, if, for any six (6) month period, the FTE Requirement is less than or equal to […***…] FTEs (equivalent to […***…] people working full time for a six (6) month period), Syngenta may reduce the FTE Requirements to […***…] for the next six (6) month period, and if, for any six (6) month period, the FTE Requirement is […***…], Syngenta may increase the FTE Requirements to up to […***…] FTEs (equivalent to […***…] people working full time for a six (6) month period) for the next six (6) month period in which has FTE Requirements. Diversa will provide the number of FTEs specified in the written notice from Syngenta of Syngenta’s FTE Requirements in accordance with this Section 3.8(c)(i) for a given six (6) month period for such New Syngenta Projects during such six (6) month period, which FTEs shall perform research in any New Syngenta Project undertaken in the Research Program as provided under this Agreement.

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(ii) The cost of the Research to be funded by Syngenta for New Syngenta Projects in any such six (6) month period during the Research Term shall be calculated based on the number of FTEs allocated to the Research at the following rates for the applicable Year subject to the last sentence of this subsection:

Notwithstanding the foregoing, if an FTE does not have at least a BS or BA degree, then the Parties will mutually agree on the appropriate FTE rate for such FTE.

(d) Payment of Funding. FTE Funding payments required to be made by Syngenta to Diversa for a given six (6) month period shall be made in equal installments in advance of each quarter within such six (6) month period during the Research Term (provided that the first and last installments during the Research Term may be adjusted as appropriate for the FTE Funding due). In the event the number of FTEs actually used on any New Syngenta Projects subject to FTE Funding as provided herein for any quarter is less than the number of FTEs expected to be used on such New Syngenta Projects based on FTE Funding provided by Syngenta for the applicable six (6) month period, the difference shall be promptly refunded to Syngenta; provided that no such refund shall be required if fewer than the expected number of FTEs is actually used due to Syngenta’s termination of any New Syngenta Project during the applicable six (6) month period (other than upon termination of this Agreement by Syngenta under Section 12).

3.9 Responsibility for Research Expenses. Except as expressly set forth in Sections Section 3.2(d), 3.5(a)(iv) and 3.8, and except with respect to the […***…] Project, for which Syngenta shall be solely responsible as to all expenses incurred under such project (other than for Diversa FTEs for which payment has been made by Syngenta at the applicable FTE rate as set forth herein, which, together with the funding provided for the applicable materials as set forth in the attached Project Plan for the […***…] Project, includes the development and delivery of […***…] , as set forth in the attached Project Plan for the […***…] Project), Diversa shall be responsible for the expense of the conduct of its obligations under the Research Program (and the research program conducted under the Research Collaboration Agreement), including without limitation the expense of personnel, equipment, materials and supplies required to carry out the Research Program, and expenses for the research (except as provided in Section 3.8), development and commercialization of Diversa Projects and Diversa Products and any other products (except Syngenta Products as otherwise expressly provided herein) sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology. Syngenta shall be responsible for the expenses set forth in Section 3.8 required to carry out New Syngenta Projects under the Research Program and all expenses related to development and commercialization of Syngenta Products except as otherwise provided in this Agreement with regard to Diversa’s obligations under the Research Program. For the avoidance of doubt, where Syngenta is responsible for FTE Funding for New Syngenta Projects, such FTE Funding will be in full satisfaction of the expenses of Diversa activities under the Research Program including the following (but will not limit Syngenta’s obligations under Section 6):

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(i) all reasonable quantities of laboratory and office consumables;

(ii) equipment including without limitation clean cabinets, constant environment cabinets, and incubators;

(iii) costs of contract services as needed such as culture identification/storage, and protein sequencing (if not more than 10% over Diversa’s capacity);

(iv) development of new methods as needed to support new laboratory assays;

(v) media preparation, maintaining lab supplies, reasonable gene synthesis and reasonable gene sequencing services back up support and assistance, subject to Syngenta paying the reasonable costs of gene synthesis and gene sequence services with respect to Biomolecules other than those Biomolecules discovered in the course of a Syngenta Project; and

(vi) expenses of Diversa’s staff such as scientific meeting attendance and travel.

3.10 Responsibility for Third Party Payments. Except as expressly set forth in this Agreement or in the License Agreement, Diversa shall be responsible for all payments due to Third Parties for the acquisition and maintenance of licenses to intellectual property necessary for the practice of the TMRI Platform Technology in the Research Program (and the research program conducted under the Research Collaboration Agreement), the acquisition and maintenance of licenses to intellectual property for commercially available software, arrays, chips and other materials necessary for its conduct of the Research Program (and the research program conducted under the Research Collaboration Agreement), and any other technology and Diversa Materials that it provides in the Research Program (or provided in the research program conducted under the Research Collaboration Agreement) or Diversa otherwise incorporates into the Biomolecules, including Biomolecules incorporated into the Syngenta Products, and the costs of negotiating and preparing such licenses; provided, however, that, except in the case of Biomolecules, Diversa shall not be responsible for any of the foregoing payments or costs after the Effective Date if Diversa does not use any such licenses or technologies for the practice of Diversa’s proprietary technology; provided further that all such expenses which Diversa believes are for Syngenta’s account and not Diversa’s expense must be approved by Syngenta in advance. For the avoidance of doubt, if Diversa maintains a license with a Third Party in its overall operations, no part of the cost of the license fee shall be allocated to or payable by Syngenta; provided that if a unique or custom array or chip is needed under such license and available only for a separate fee, then the separate fee may be charged to Syngenta if Syngenta has approved such expense in advance. Except as expressly set forth in this Agreement, Syngenta shall be responsible for all payments due to Third Parties for the acquisition and maintenance of licenses to intellectual property necessary for any technology and Syngenta Materials that it provides in the Research Program (or provided in the research program conducted under the Research Collaboration Agreement), and the costs of negotiating and preparing such licenses.

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3.11 Records of FTEs. Diversa shall keep records of all FTEs used in connection with Syngenta Projects and the Joint Bagasse Project within the Research Program including the number of FTEs who do not have at least a BS/BA degree, and within […***…] during the Research Term shall provide Syngenta with a report describing by Project for […***…] the number of FTEs utilized in Research for such Syngenta Projects and the Joint Bagasse Project, the number of such FTEs who do not have at least a BS/BA degree, the number of hours each FTE worked, and the research activities conducted by each FTE. Such records shall be kept reasonably accessible during the applicable Research and for […***…] following the end of the Research to which they pertain. Syngenta shall have the right during such applicable period to have an independent representative or agent of Syngenta, reasonably acceptable to Diversa, which approval shall not be unreasonably withheld, audit such records during ordinary business hours, at reasonable times mutually agreed by Syngenta and Diversa, to verify the FTEs used in the Research for Syngenta Projects. Such audits may be made no more than once each calendar year. Syngenta’s representative or agent will be obliged to execute a confidentiality agreement acceptable to Diversa in its reasonable judgment prior to commencing any such audit and may only disclose to Syngenta the amount of any variance or error. Syngenta shall bear the expense of such audit unless the results of the audit show that the amount actually due to Diversa for the Research for Syngenta Projects and the Joint Bagasse Project for the applicable period is less than ninety-five percent (95%) of the amount charged by Diversa or paid by Syngenta for the applicable Research for that period, in which case Diversa shall reimburse Syngenta for the audit expenses. If the audit determines that there has been an overpayment or overfunding by Syngenta, the amount thereof shall be remitted to Syngenta within […***…] in accordance with Section 7.2. If the audit determines that there has been an underpayment or underfunding by Syngenta, the amount thereof shall be remitted to Diversa within […***…]. The foregoing provisions shall also apply to use of FTEs by Diversa pursuant to the Research Collaboration Agreement.

3.12 Use of Materials and Syngenta Proprietary Technology.

(a) Limitations on Use. The Disclosing Party has provided Materials to the Receiving Party pursuant to the Research Collaboration Agreement and may provide Materials to the other Party, in its discretion, for use in the Research Program. Subject to the terms of this Agreement, all rights to the Materials shall be retained by the Disclosing Party. Except as expressly permitted by this Agreement or the License Agreement (including, without limitation, the licenses granted herein and therein and with respect to research conducted under the Research Collaboration Agreement), a Receiving Party shall use any Materials provided to it by the Disclosing Party, and any data or information derived therefrom, solely for research activities under the Research Program or the activities under the Research Collaboration Agreement which are or have been approved in advance by the Research Committee and not for any other purpose without the express prior written consent of the Disclosing Party. Except as expressly permitted by this Agreement or the License Agreement (including, without limitation, the licenses granted herein and therein and research conducted under the Research Collaboration Agreement), the Receiving Party shall not transfer any Materials provided to it by the Disclosing Party to any Third Party without the prior written consent of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party shall be permitted to transfer such Materials to a potential or actual Third Party manufacturer of any of its Products; provided that such Third Party manufacturer agrees to be bound by the terms and conditions set forth in this Agreement

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regarding the use and disclosure of such Materials. Without the express written consent of the Disclosing Party, the Receiving Party shall not reverse engineer, reconstruct, synthesize or otherwise modify or copy any Materials provided by the Disclosing Party, or attempt the same.

(b) Limitations on Disclosure. Except for use in connection with the Research Program or as expressly permitted under this Agreement or under the License Agreement (including, without limitation, the licenses granted herein and therein and for use in connection with research conducted under the Research Collaboration Agreement), neither Party shall have any right to use or to disclose to any Third Party any proprietary technology, Patent Rights, Know-How, Research Results or Materials of the other Party.

4. M ANAGEMENT S TEERING C OMMITTEE ; R ESEARCH C OMMITTEE

4.1 Management Steering Committee. At least once per Year during the Research Term, a "Management Steering Committee" shall meet to review the productivity of the activities conducted under this Agreement and the overall progress of the Projects and the Research Program (provided that, with respect to Diversa Projects conducted with or for any Third Party, disclosures shall be subject to the provisions of Section 3.4), and to consider potential opportunities for future collaboration to develop and commercialize Products in the Biofuel Field and the Animal Feed Field and for any other collaborative projects. The Management Steering Committee will include senior executive(s) from each of the Parties and other scientific and management personnel as desired and needed.

4.2 Establishment of Research Committee; Representatives. Syngenta and Diversa shall each appoint an equal number (not exceeding four) representatives of each Party to a research committee (the "Research Committee" ). The chair of the Research Committee shall rotate annually between the Parties. A Party may change its appointments to the Research Committee at any time with written notice to the other Party.

4.3 Responsibilities. In general, in furtherance of Section 3.1(a), the Research Committee will thoroughly review on an ongoing basis the Projects (provided that, with respect to Diversa Projects conducted with or for any Third Party, disclosures shall be subject to the provisions of Section 3.4) and technical opportunities for new Projects in the Biofuel Field and the Animal Feed Field that have promise for the development of Products produced by both Transgenic Expression and by Fermentation, and at least once a calendar quarter, representatives of the Research Committee shall meet in person to discuss the foregoing. In addition, the Research Committee will oversee, review, direct and supervise all operational and scientific aspects of the Syngenta Projects. In connection with each Syngenta Project, the Research Committee shall discuss and must agree on (i) staffing levels, duration, technical feasibility, research activities and goals, and successful outcomes, and (ii) recommendations to Syngenta as to whether the Milestones as set forth in Section 6 have been achieved. In addition, subject to Section 3, the Research Committee shall be responsible with respect to Syngenta Projects for:

(a) monitoring and reporting research progress and in furtherance of Section 3.5(a), ensuring open and frequent exchange between the Parties with respect to Syngenta Project activities;

(b) approving allocations of tasks and resources required to carry out the goals of the Syngenta Projects;

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(c) approving all plans and annual budgets for the Syngenta Projects within the Research Program;

(d) redirecting the activities to be conducted with respect to the Syngenta Projects in the Research Program, and reallocating the FTEs in support of such activities;

(e) discussing patent matters relating to the Syngenta Projects; and

(f) performing such other functions as appropriate to further the purposes of this Agreement, as determined by the Parties.

4.4 Decision Making by Research Committee. Except as otherwise provided in this Agreement, all decisions of the Research Committee with respect to the Syngenta Projects will be made by unanimous approval, with Diversa representatives collectively having one (1) vote and the Syngenta representatives collectively having one (1) vote, and recorded in writing. If the Research Committee is unable to resolve, after thirty (30) days, a dispute regarding any issue presented to it or arising in it with respect to a Syngenta Project, such dispute shall be referred to the Management Steering Committee. If the Management Steering Committee is unable to resolve such dispute after thirty (30) days, such dispute shall be decided by […***…] provided that such decision does not conflict with or result in an amendment or modification to this Agreement, and the Management Steering Committee shall advise the Research Committee and the executives referred to in Section 13.2 of the disputed issue and the resolution thereof.

4.5 Meetings.

(a) Full Disclosure; Efficiency. The Parties intend that the meetings of the Research Committee be conducted pragmatically and efficiently in accordance with the terms of this Agreement, including the collaborative spirit of Sections 3.1(a) and 3.5(a).

(b) Timing and Attendance. The Research Committee will meet on a quarterly basis alternating between the locations of Diversa and Syngenta and its Affiliates, or at such other sites as the Research Committee may agree, and will otherwise communicate regularly by telephone, electronic mail, facsimile and/or video conference. Attendance at meetings shall be at the respective expense of the participating Parties. If personal attendance is not possible, voting by proxy is permissible. Either Party may include other full-time employees of such Party or its Affiliates from time to time at Research Committee meetings as non-voting participants. Each Party may invite consultants of a Party or its Affiliates, with the prior approval of the other Party, to attend, but not vote at, Research Committee meetings.

(c) Minutes. The Research Committee shall keep accurate minutes of its meetings that record all decisions and all actions recommended or taken. The Party hosting the meeting shall be responsible for the preparation and circulation of the draft minutes. Draft minutes shall be delivered to the Research Committee within twenty (20) days after each meeting. Draft minutes shall be edited by each Party’s Research Committee representatives within twenty (20) days of receipt thereof and shall be adopted in final form at the next meeting of the Research Committee with their approval and evidenced by the signature on the minutes of all members present at the meeting described therein. Diversa shall provide to Syngenta’s and its Affiliates’ employees nominated by Syngenta, […***…]. Minutes of the Research Committee meetings shall be treated as Confidential Information of each Party in accordance with the provisions of Section 10 hereof. The foregoing provisions of this Section 4.5(c) shall also apply to all minutes of meetings conducted under the Research Collaboration Agreement.

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4.6 Records and Reports.

(a) Research Records. Diversa shall maintain records that will properly reflect all work done and results achieved in the performance of the Research Program (including all data in the form required under any applicable governmental regulations and, with respect to Syngenta Projects, as directed by the Research Committee), including laboratory records sufficient to establish the dates of first conception and reduction to practice of any inventions within the Research Program. Diversa shall provide Syngenta and its Affiliates with access to or copies of such records relevant to the Research Program (excluding all Diversa Projects conducted with or for any Third Party; however, access to or copies of Research Results from Diversa Projects conducted with or for any Third Party shall be provided to the extent set forth in Section 3.5) (provided that Diversa shall have no obligation to provide access to or copies of records to the extent related to Diversa’s proprietary nucleic acid libraries (except with respect to Subsequent Biomolecules as provided herein), discovery and evolution technologies, and improvements thereto, and all its screening assays, robotic devices and software related thereto), as Syngenta may reasonably request, including copies of relevant pages of laboratory notebooks, raw data and reports on Research Results. Diversa shall maintain such records for the term of this Agreement. If Diversa wishes to destroy such records with regard to any Syngenta Project thereafter, it will give Syngenta at least […***…] prior written notice thereof, and Syngenta shall have the right to have transferred to it the records which Diversa wishes to destroy at Syngenta’s expense provided that it gives Diversa notice thereof within such […***…] and Diversa shall be entitled to delete or destroy any Confidential Information of Diversa included therein. The foregoing provisions shall also apply to records of work conducted by Diversa pursuant to the Research Collaboration Agreement.

(b) Reports to the Research Committee. During the Research Term, Diversa shall periodically, and not less often than quarterly, provide to the Research Committee written reports summarizing the progress of the research performed on Syngenta Projects pursuant to the Research Plan during the preceding quarter. Diversa shall also periodically, and not less than quarterly, provide a written report (which may be provided as part of the report described in the preceding sentence) summarizing Program Technology necessary or useful for the discovery, development, testing use, manufacture or sale of Syngenta Products or otherwise useful in the Syngenta Exclusive Field or the Syngenta Projects, which are made or developed by Diversa under this Agreement during the Research Term or under the Research Collaboration Agreement, with significant discoveries or advances being communicated as soon as practical after such information is obtained or its significance is appreciated.

(c) Syngenta Information. Syngenta may, in Syngenta’s discretion, provide Diversa with access to or copies of books and records, laboratory notebooks and other written or electronic materials and/or software owned or otherwise Controlled by Syngenta or its Affiliates for use by Diversa in the conduct of the Research Program and may provide Diversa with such access as may be required by Diversa in connection with the licenses granted to Diversa under this Agreement or in the License Agreement, with respect to which Syngenta and its Affiliates shall retain all ownership rights. Diversa shall maintain the foregoing and any such information previously provided pursuant to the Research Collaboration Agreement in confidence as

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Syngenta Confidential Information and at Syngenta’s request shall give Syngenta access thereto at anytime during Diversa’s normal business hours and shall, at Syngenta’s request, promptly return such books and records, notebooks, software, and other information and materials, and all copies thereof.

4.7 Market Development Team. In the case of any Syngenta Product being developed in the Biofuel Field, at or before the time of achievement of the milestone referenced in Section 6.1(b)(ii) with respect to such Syngenta Product, a "Market Development Team" for such Syngenta Product s