INDUSTRIAL ENZYMES



                               RESEARCH AGREEMENT









                                     BETWEEN









                                NEW VENTURE LLC









                                       AND









                               DIVERSA CORPORATION

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         INDUSTRIAL ENZYMES RESEARCH AGREEMENT (including the Appendices hereto,

the "IE R&D Agreement") by and between NEW VENTURE LLC, a limited liability

company, duly organized and existing under the laws of Delaware having a place

of business in San Diego, California, United States of America (the "LLC" or a

"Party"), and DIVERSA CORPORATION, a corporation duly formed and existing under

the laws of Delaware, having a place of business at 10665 Sorrento Valley Road,

San Diego, California 92121, United States of America ("DIVERSA" or a "Party").



                                 R E C I T A L S



         A.       DIVERSA has discovered and developed enzymes and has expertise

                  in the rapid discovery, development, optimization and

                  characterization of enzymes utilizing proprietary

                  technologies.



         B.       The LLC has been formed to have expertise in the marketing and

                  commercialization of industrial enzymes.



         C.       The LLC and DIVERSA wish to enter into this Agreement in order

                  for the LLC to fund and support DIVERSA's research to discover

                  and optimize enzymes that will be marketed and commercialized

                  by the LLC to the industrial enzyme marketplace.



         D.       DIVERSA will perform research on projects funded and supported

                  by the LLC in order to discover and develop industrial

                  enzymes.



         NOW, THEREFORE, in consideration of the mutual covenants contained

herein, and for other good and valuable consideration, the Parties hereby agree

as follows:





                             Article 1. DEFINITIONS



When used in this IE R&D Agreement, the following terms shall have the meanings

set out below, unless the context requires otherwise. The singular shall be

interpreted as including the plural and vice versa, unless the context clearly

indicates otherwise.



1.1      "Affiliate" means the same as defined in the LLC Agreement, which

         definition is incorporated herein by reference.



1.2      "Agreement Term" means [***] from the expiration or termination of the

         Research Term (as defined below) or until this IE R&D Agreement is

         otherwise terminated as provided herein.



1.3      "Approved Fields" shall mean the definition from the LLC Agreement,

         which is incorporated herein by reference.



1.4      "Approved Project" means the same as defined in the LLC Agreement,

         which definition is incorporated herein by reference.



1.5      "Board of Directors" means the governing body of the LLC established

         under the terms of the LLC Agreement, which is incorporated herein by

         reference.



1.6      "CDA Agreement" means the Confidential Transfer Agreement between DOW

         and DIVERSA that is effective at the same Effective Date as this IE R&D

         Agreement.



1.7      "Change of Control" means the same as defined in the LLC Agreement,

         which definition is incorporated by reference.





*CONFIDENTIAL TREATMENT REQUESTED



                                  Page 1 of 24

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1.8      "Confidential Information" means all information, DIVERSA Know-How, DOW

         Know-How, scientific, technical, or non-technical data, Materials,

         business plans, financial projections, and marketing and sales

         information disclosed by one Party to the other, whether disclosed or

         provided in oral, written (including but not limited to electronic,

         facsimile, paper or other means), graphic, photographic or any other

         form, except to the extent that such information:



         a)       as of the date of disclosure is known to the receiving Party

                  as shown by written documentation, other than by virtue of a

                  prior confidential disclosure from the disclosing Party to the

                  receiving Party;



         b)       as of the date of disclosure is in, or subsequently enters,

                  the public domain through no fault or omission of the

                  receiving Party;



         c)       as of the date of disclosure or thereafter is obtained from a

                  Third Party free from any obligation of confidentiality; or



         d)       as of the date of disclosure or thereafter is developed by the

                  receiving Party independent of the disclosure by the

                  disclosing Party as evidenced by written documentation.



         Any information first submitted to the other Party in a non-written

         form must be identified as confidential information at that time, then

         reduced to writing within thirty (30) days, marked as confidential and

         provided to the receiving Party.



1.9      "Controls" or "Controlled" means, with respect to intellectual

         property, possession (other than by virtue of this IE R&D Agreement) of

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