THIS AGREEMENT is effective as of the 23rd day of December 1998, by andbetween UNIVERSITY OF EDINBURGH operating through its CENTRE FOR GENOMERESEARCH, of King’s Buildings, West Mains Road, Edinburgh EH9 3JQ, UnitedKingdom (the “Licensor”), and DELTAGEN, INC., a corporation organized under thelaws of the State of Delaware and having its principal offices at 1031 BingStreet, San Carlos, California 94070 U.S.A. (the “Licensee”).

A. WHEREAS, Licensor owns or has rights in certain technologyregarding vectors and the capturing of genes.