EXCLUSIVE LICENSE AGREEMENT THIS AGREEMENT, effective as of the first day of May 1995 (hereinafter "Effective Date"), by and between CORNELL RESEARCH FOUNDATION, INC., having offices at Cornell Business & Technology Park, 20 Thornwood Drive, Suite...

EXCLUSIVE LICENSE AGREEMENT

THIS AGREEMENT, effective as of the first day of May 1995 (hereinafter
"Effective Date"), by and between CORNELL RESEARCH FOUNDATION, INC., having
offices at Cornell Business & Technology Park, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, hereinafter referred to as "FOUNDATION" and EDEN
BIOSCIENCE CORPORATION, having offices at ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, hereinafter referred to as "LICENSEE".

W I T N E S S E T H T H A T:

WHEREAS, United States Patent Application No. 08/200,724, entitled
"Elicitors of the Hypersensitive Response in Plants" (CRF D-1172), was filed in
the U.S. Patent & Trademark Office on February 2, 1994, a copy of which is
appended as Exhibit A and Patent Application No. 08/200,724 is a continuation of
U.S. Patent Application No. 07/907,935 filed on 1 September 1992 and the foreign
equivalent PCT/US93/06243 was filed on 30 June 1993 covering all EPC countries
and Japan; and

WHEREAS, United States Patent Application No. 08/062,024, entitled
"Pseudomonas syringae pv. syringae hrpz Gene" (CRF D-1425), was filed in the
U.S. Patent & Trademark Office on 17 May 1993, a copy of which is appended as
Exhibit B and the foreign equivalent PCT/US94/05014 was filed on 5 May 1994
covering all EPC countries and Japan; and

WHEREAS, FOUNDATION intends to file a United States Patent Application
entitled "▇▇▇▇▇▇-Induced Systemic Acquired Resistance (SAR) to Plant Pathogens",
now Invention Disclosure CRF D-1654, a copy of which is appended as Exhibit C,
and FOUNDATION intends to file foreign equivalents, where appropriate, of said
Invention Disclosure; and

WHEREAS, FOUNDATION intends to file a United States Patent Application
entitled "Erwinia chrysanthemi Elicitor of the Hypersensitive Response in
Plants", now Invention Disclosure CRF D-1732, a copy of which is appended as
Exhibit D, and FOUNDATION intends to file foreign equivalents, where
appropriate, of said Invention Disclosure; and

WHEREAS, the inventions disclosed and claimed in Exhibits A, B, C and D
are, or will be assigned to FOUNDATION and FOUNDATION is a wholly owned
subsidiary corporation of Cornell University and holds the ownership interests
of patents issued on inventions made by Cornell University's staff and
administers licenses in a manner consistent with the patent policy of Cornell
University; and

WHEREAS, FOUNDATION represents that it is, or will be assignee of the
above-identified patent applications and any patents issuing thereon and has the
right to grant licenses under said patent applications and patents issuing
thereon; and

WHEREAS, the work leading to the inventions disclosed and to be claimed in
Exhibits A, B, C and D were supported in part by an agency of the U.S.
Government, FOUNDATION is obligated to comply with the U.S. Office of Management
& Budgets Circular No. A-124, or 37 CFR Part 401; and

WHEREAS, Drs. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and their colleagues at Cornell
University have developed proprietary biological materials and processes
relating to the field of plant disease and some of these materials and processes
are or will be claimed and covered in said patent applications of Exhibits A, B,
C and D and other such materials and processes are not claimed in said patent
applications but are proprietary to FOUNDATION; and

WHEREAS, LICENSEE is desirous of securing a license under the discoveries
and inventions embodied in said patent applications and patents issuing thereon
as well as the discoveries and inventions embodied in said related proprietary
biological processes and materials to make, have made, use and sell Licensed
Products in the United States and throughout the world; and

WHEREAS, FOUNDATION is willing to grant a license in said patent
applications and any patents issuing thereon as well as the discoveries and
inventions embodied in said related proprietary biological processes and
materials to LICENSEE upon the terms and conditions hereinafter set forth; and

NOW, THEREFORE, in consideration of the covenants and obligations
hereinafter set forth, the parties hereto hereby agree as follows:

I. DEFINITIONS

The following definitions will apply throughout this agreement:

1. Licensed Patent Application shall mean U.S. Patent Application Serial
No. 08/200,724 attached as Exhibit A and any continuation, continuation-in-part,
or divisional applications thereof as well as foreign counterparts thereof and
U.S. Patent Application Serial No. 08/062,024 attached as Exhibit B and any
continuation, continuation-in-part, or divisional applications thereof as well
as foreign counterparts thereof and any U.S. Patent Application based on
Invention Disclosure CRF D-1654 attached as Exhibit C and any continuation,

continuation-in-part, or divisional applications thereof as well as foreign
counterparts thereof and any U.S. Patent Application based on Invention
Disclosure CRF D-1732 attached as Exhibit D and any continuation,
continuation-in-part, or divisional applications thereof as well as foreign
counterparts thereof.

2. Licensed Patent shall mean any U.S. Patents issuing from a Licensed
Patent Application, and all reissues thereof as well as foreign counterparts
thereof.

FOUNDATION and LICENSEE acknowledge that, to the best of their knowledge,
said list of Exhibit E is complete.

4. Licensed Products shall mean any product or use claimed in a Licensed
Patent Application or Licensed Patent or any product or use which incorporates
or otherwise utilizes Licensed Biological Material.

5. License Year shall mean each twelve (12) month period beginning on the
Effective Date of this Agreement first written above and thereafter on the
anniversary date thereof.

6. LICENSEE shall mean the above named company and any of its affiliates
in which it owns or controls at least 50% of the voting stock.

7. Net Sales Price shall mean the gross amount of money billed by LICENSEE
to its customers on sale or use of Licensed Products subsequent to the effective
date of this Agreement where the Licensed Products were either made, used or
sold in the United States of America and throughout the world, less: (1) trade
and/or quantity discounts; (2) returns and allowances; and (3) retroactive price
reductions; (4) sales, excise and similar taxes and duties; (5) shipping costs;
(6) insurance.

II. GRANT

Subject only to the rights of and obligations to the U.S. Government as
set forth in U.S. Office of Management & Budget Circular A-124 or 37 CFR Part
401;

The FOUNDATION hereby grants to the LICENSEE for the term set forth below
and under the royalty basis set forth below, an exclusive license to the
Licensed Patent Applications, Licensed Patents and Licensed Biological Materials
to make, have made, use and sell Licensed Products in the United States and
throughout the world. The term "exclusive license" as used hereinabove shall
mean that FOUNDATION shall not issue a license to another, within the period of
exclusivity set forth hereinafter or any agreed upon extension thereof.
FOUNDATION shall not make, have made, use or sell Licensed Products. Cornell
University researchers shall retain the royalty-free right to use Licensed
Patent Applications, Licensed Patents and Licensed Biological Materials for
internal research purposes and such use shall not prohibit such researchers from
producing inventions and, if such inventions are made solely by said Cornell
University researchers, such inventions shall be the property of FOUNDATION. If
such inventions are made jointly by said Cornell University researchers and
employees of LICENSEE, such inventions shall be the joint property of FOUNDATION
and LICENSEE.

III. TO HAVE MADE

The right of LICENSEE to make Licensed Products includes the right to have
made by contract with third parties within a country where LICENSEE is licensed
and patent protection for Licensed Products exists or is pending. Such
contractual arrangements with third parties shall be subject to and conditioned
upon appropriate supervision and quality assurance and control of the third
party by LICENSEE and the third party shall respect all rights of FOUNDATION and
to supply all production of Licensed Products exclusively to LICENSEE or its
designee(s).

IV. PAYMENTS MADE IN CONSIDERATION OF THE EXECUTION OF THIS LICENSE AGREEMENT

FOUNDATION hereby acknowledges a payment, due upon approval of this
Agreement by the Board of Directors of FOUNDATION (or at least by the Executive
Committee of that Board), of four hundred thousand (400,000) equity shares of
common stock in LICENSEE which amount equals seven and fourteen hundredths
percent (7.14%) of LICENSEE'S total issued stock as of Effective Date, made by
LICENSEE as a consideration for entering into this Agreement, which sum will not
be considered as an advance payment on royalties due hereunder. It is understood
by the parties that said equity shares in LICENSEE held by FOUNDATION shall be
non-voting and FOUNDATION shall take no management role in LICENSEE.

If said approval by the Board of Directors of FOUNDATION is not obtained
within six (6) months of the Effective Date, FOUNDATION and LICENSEE agree to
renegotiate alternative financial terms as consideration for entering into this
Agreement.

The parties acknowledge that LICENSEE may, upon termination of this
Agreement, cancel said equity shares according to the following schedule:

1) Upon termination of this Agreement at any time up to one year from
the Effective Date, LICENSEE may cancel up to ninety percent (90%)
of the total equity shares which were issued to FOUNDATION and
approved by FOUNDATION'S Board of Directors.

2) Upon termination of this Agreement at any time from one year from
the Effective Date up to completion of the first EUP-grade field
trial for the initial Licensed Product(s), LICENSEE may cancel up to
seventy-five percent (75%) of the total equity shares which were
issued to FOUNDATION and approved by FOUNDATION'S Board of
Directors.

3) Upon termination of this Agreement at any time from completion of
the first EUP-grade field trial for the initial Licensed Product(s)
until submission of the initial Licensed Product(s) to the U.S.
Environmental Protection Agency (EPA), LICENSEE may cancel up to
sixty percent (60%) of the total equity shares which were issued to
FOUNDATION and approved by FOUNDATION's Board of Directors.

4) Upon termination of this Agreement at any time from submission of
the initial Licensed Product(s) to the U.S. Environmental Protection
Agency (EPA) to receipt of registration approval from EPA, LICENSEE
may cancel up to thirty percent (30%) of the total equity shares
which were issued to FOUNDATION and approved by FOUNDATION'S Board
of Directors.

5) Upon termination of this Agreement at any time from receipt of
registration approval from EPA to the first offer for sale of any
Licensed Product(s), LICENSEE may cancel up to ten percent (10%) of
the total equity shares which were issued to FOUNDATION and approved
by FOUNDATION'S Board of Directors.

6) Upon termination of this Agreement at any time after the first offer
for sale of any Licensed Product(s) LICENSEE may not cancel any of
the total equity shares which were issued to FOUNDATION and approved
by FOUNDATION'S Board of Directors.

As additional consideration, LICENSEE will fund research activity in the
Cornell University laboratories of Dr. ▇▇▇▇▇▇ ▇▇▇▇ and his colleagues at a level
not less than one hundred fifty thousand dollars ($150,000) in License Year 1
and one hundred twenty-five thousand dollars ($125,000) in each year of License
Year 2 and License Year 3. Said funding shall be contingent upon a mutually
agreed workplan and budget for said research activity and such amounts are
inclusive of all costs including direct and indirect costs.

Any inventions made using the research funding, described above, provided
to Dr. Beer and his colleagues by LICENSEE which are dominated by the claims of
Licensed Patent Applications or Licensed Patents shall, to the extent possible
considering FOUNDATION'S obligations to third parties, be subject to the terms
and conditions of this Agreement and shall be included herein by letter
amendment to this Agreement.

Any inventions made using the research funding provided to Dr. Beer by
LICENSEE which are not dominated by the claims of Licensed Patent Applications
or Licensed Patents shall not be subject to the terms and conditions of this
Agreement. FOUNDATION shall provide LICENSEE the first opportunity to negotiate
to obtain an exclusive license in such inventions and will not offer any third
party any license having more favorable terms and conditions unless those terms
and conditions have first been offered to and refused by LICENSEE.

V. FOREIGN PATENTS AND PAYMENT OF COSTS

As the opportunity to continue prosecution of foreign counterpart
applications of United States Patent Applications No. 08/200,724 and No.
08/062,024 and to file foreign counterpart applications on the U.S. patent
applications to be filed on Invention Disclosures CRF D-1654 and D-1732 exists,
LICENSEE may designate foreign countries where counterpart applications shall be
filed. Title to such foreign patent applications shall be in FOUNDATION.
LICENSEE agrees to pay for all expenses incurred in the preparation, filing,
prosecution, renewal and continuation of Licensed Patents and Licensed Patent
Applications in said designated countries including all taxes, official fees and
attorney's fees, as well as a fifteen percent (15%) administrative fee assessed
by FOUNDATION. Notwithstanding the foregoing, LICENSEE may elect in writing to
be released from its license in any of the Licensed Patents and Applications in
foreign countries at any time after initial filing costs have been paid, in
which event it shall thereafter have no obligation to reimburse FOUNDATION for
any future expenses relating to such patent or patent application. Upon approval
of this Agreement by the FOUNDATION's Board of Directors, LICENSEE shall
reimburse FOUNDATION for all direct and documentable foreign patent costs
incurred to date, plus said fifteen percent (15%) administrative fee assessed by
FOUNDATION.

VI. PAYMENT OF U.S. PATENT COSTS

Where renewal fees are due on a Licensed Patent in the United States and
LICENSEE remains exclusively licensed or is the sole nonexclusive licensee,
LICENSEE agrees to reimburse FOUNDATION for the costs of said renewal within
thirty (30) days of Notice thereof to LICENSEE by FOUNDATION.

Where Licensed Patent Applications are pending in the United States
LICENSEE agrees to pay all direct and documentable prosecution costs for such
Licensed Patent Applications at least through an appeal to the U.S. Patents &
Trademark Office Board of Appeals plus a fifteen percent (15%) administrative
fee assessed by FOUNDATION.

Notwithstanding the foregoing, LICENSEE may elect in writing to be
released from its license in any of the Licensed Patents and Applications in the
United States at any time after initial filing costs have been paid, in which
event it shall thereafter have no obligation to reimburse FOUNDATION for any
future expenses relating to such patent or patent application.

Upon approval of this Agreement by FOUNDATION's Board of Directors,
LICENSEE shall reimburse FOUNDATION for all direct and documentable costs
related to Licensed U.S. Patent Applications incurred to date, plus a fifteen
percent (15%) administrative fee assessed by FOUNDATION; such amount, including
equivalent Foreign Patent costs described hereinabove is expected to approximate
fifty thousand dollars ($50,000) as of the Effective Date.

VII. PATENT PROSECUTION MANAGEMENT

The parties acknowledge the importance of cooperating on the ongoing
management of prosecution of Licensed Patent Applications. FOUNDATION agrees to
utilize patent counsel selected by FOUNDATION and reasonably approved by
LICENSEE for the purpose of filing and prosecuting Licensed Patent Applications.
FOUNDATION further agrees to consult with LICENSEE in a timely manner concerning
(i) the scope and content of Licensed Patent Applications (ii) the strategy and
tactics of patent prosecution, (iii) content of proposed responses to official
actions of the United States Patent and Trademark Office and foreign patent
offices during prosecution of such patent applications and (iv) cost of patent
prosecution. For purposes of this paragraph, "timely shall mean whenever
possible, sufficiently in advance of any patent prosecution decision by the
FOUNDATION so as to allow LICENSEE to meaningfully review such decision or

written response and provide comments to FOUNDATION in advance of such decision
or deadline so that LICENSEE's comments can be considered and incorporated into
FOUNDATION's decision or written response.

Additionally, it is FOUNDATION's intent to transfer responsibility for
management of patent prosecution and maintenance activity on Licensed Patent
Applications and Licensed Patents to LICENSEE two (2) years from the Effective
Date. Such transfer shall be contingent upon LICENSEE's agreement to utilize
patent counsel selected by LICENSEE and reasonably approved by FOUNDATION for
the purpose of filing and prosecuting Licensed Patent Applications and
maintaining Licensed Patents. Upon such transfer, LICENSEE shall further agree
to consult with FOUNDATION in a timely manner concerning (i) the scope and
content of Licensed Patent Applications (ii) the strategy and tactics of patent
prosecution and (iii) content of proposed responses to official actions of the
United States Patent and Trademark Office and foreign patent offices during
prosecution of such patent applications. For purposes of this paragraph,
"timely" shall mean sufficiently in advance of any patent prosecution decision
by the LICENSEE so as to allow FOUNDATION to meaningfully review such decision
or written response and provide comments to LICENSEE in advance of such decision
or deadline so that FOUNDATION's comments can be considered and incorporated
into LICENSEE's decision or written response. Such transfer shall also be
contingent upon LICENSEE's demonstration to FOUNDATION that it can and will
comply with the following:

a) all documents related to the prosecution of Licensed Patent
Applications shall show Cornell Research Foundation as the Assignee
of record;

b) LICENSEE shall ensure that FOUNDATION be provided copies of all
correspondence and documents related to said patent prosecution and
maintenance management;

c) LICENSEE shall ensure that all maintenance fees on all Licensed
Patents be paid and that in no event shall Licensed Patents be
allowed to lapse for failure to pay such fees without the
concurrence of FOUNDATION on such lapse.

Although it is FOUNDATION's intention to allow LICENSEE to continue said
responsibility for patent prosecution and maintenance for the duration of this
exclusive license Agreement, FOUNDATION reserves the right to reassume such
responsibility if it can show that LICENSEE's efforts are insufficient in
carrying out such activities.

Should the exclusive license granted hereunder to LICENSEE become
non-exclusive, FOUNDATION shall have the responsibility for filing, prosecuting
and maintaining all Licensed Patent Applications and Licensed Patents at its own
expense.

VIII. ROYALTIES AND MINIMUM ROYALTIES TO BE PAID DURING THE LICENSE AGREEMENT

LICENSEE will pay to the FOUNDATION a royalty of two percent (2.0 %) of
the Net Sales Price of Licensed Products made, used or sold by LICENSEE in the
United States and throughout the world.

LICENSEE'S obligation to pay the two percent royalty rate upon each such
product shall cease in a particular country:

(i) if the applicable claims in the Licensed Patent in any
particular country are held invalid by an unappealed or unappealable
decision of a court of competent jurisdiction in that particular country,
or

(ii) upon expiration of the last said Licensed Patent; or

(iii) if FOUNDATION abandons its patent solicitation efforts for all
Licensed Patent Applications and no Licensed Patent is in force.

Provided however, should no Licensed Patent issue and all Licensed Patent
Applications are abandoned but LICENSEE utilizes a Licensed Biological Material
to make, use or sell Licensed Products, LICENSEE will pay to FOUNDATION a
royalty of one percent (1.0%) of the Net Sales Price of Licensed Products made,
used or sold by LICENSEE in the United States and throughout the world.

Beginning with the fifth License Year, each License Year LICENSEE shall
pay FOUNDATION a minimum annual royalty payment according to the following
schedule:

License Year 5 $ 50,000
License Year 6 $100,000
License Year 7 $200,000
License Year 7+ $200,000

Such payments shall be made quarterly throughout the License Year and such
moneys will be considered as a credit for the royalties due for that License
Year under this Agreement and the royalty reports should reflect the use of such
credit. Such provision is to be construed as an annual minimum royalty payment
requirement and none of the minimum royalty payments are refundable or
applicable to succeeding License Years.

In License Years 5, 6 and 7, LICENSEE may credit the direct and
documentable costs it has expended on research and development of transgenic
organism applications of Licensed Patent Applications and Licensed Patents
against up to seventy five percent (75%) of minimum annual royalties owed for
those License Years.

In the event LICENSEE is required to pay royalties to a third party in
order to make, use or sell Licensed Products, FOUNDATION shall review the
minimum annual royalty payment obligation described hereinabove and agrees to
negotiate in good faith with LICENSEE to make adjustments in such payment
obligations.

In any event, sales from non-transgenic plant applications must constitute
at least twenty-five percent (25%) of the total minimum annual royalty payment
obligation.

In the event that this Agreement is converted to a field-of-use exclusive
license, non-exclusive license or semi-exclusive license in the field of
transgenic organisms according to the "TERM" (IX) and "DUE DILIGENCE" (X)
Sections hereinbelow, the minimum annual royalty payments described hereinabove
shall be reduced by seventy five percent (75.0%).

It is acknowledged and agreed that the minimum annual royalty payment
shall be allocated between the field of non-transgenic applications and the
field of transgenic organisms in the ratio of 25:75 (for example, for License
Year 7, $50,000 of the minimum annual royalty payment is allocated to the field
of non-transgenic applications and $150,000 is allocated to the field of
transgenic organisms) and the sole remedy of FOUNDATION for nonpayment of either
portion of such minimum annual royalty payment shall be (after notice of such
nonpayment and opportunity to cure) termination of the license rights for the
field of use to which the portion of the payment applies.

IX. FAVORED NATIONS

If FOUNDATION grants a non-exclusive license to others under a Licensed
Patent Application or Licensed Patent, such licenses will not be granted at a
royalty rate which is more favorable than the rate herein granted to LICENSEE
unless such more favorable rates are extended to LICENSEE. This Favored Nations
clause does not apply to license agreements which are in settlement of patent
litigation.

X. ACCOUNTING AND PAYMENT SCHEDULE

Payment, reporting and financial accounting shall be on a quarterly basis
and LICENSEE will deliver to the FOUNDATION within ninety (90) days after the
end of each quarter of the License Year a report in writing setting forth sales
of Licensed Products (including a negative report if appropriate) and will
accompany such report with an appropriate payment of royalty or minimum royalty
due for such period. LICENSEE will keep accurate records, certified by it,
showing the information by which LICENSEE arrived at a royalty determination and
will permit a person appointed by the FOUNDATION and acceptable to LICENSEE to
make such inspection of said records as may be necessary to verify royalty
reports made by LICENSEE.

Conversion from foreign currencies, if any, shall be based upon the
conversion rate on the date that payment in due.

Payments which are delayed beyond the sixty (60) days after the end of the
quarter in which they become due shall be subject to a fifteen percent (15%) per
annum interest charge.

XI. TERM

The aforesaid exclusive license under Licensed Patent Applications,
Licensed Patents and Licensed Biological Material shall last for a period ending
on the expiration date of the last to expire Licensed Patent or, should only
Licensed Biological Materials be licensed, then for a period of fifteen (15)
years from the date of this Agreement.

By mutual agreement of FOUNDATION and LICENSEE, this Agreement may be
converted into a field-of-use exclusive license. Said field-of-use exclusive
license would only rescind LICENSEE's rights to make, use and sell Licensed
Products in the field of transgenic organisms.

XII. DUTY OF DILIGENCE

LICENSEE shall exercise reasonable due diligence to affect the
introduction of Licensed Products into the commercial market as soon as
practical. LICENSEE agrees to develop and exploit Licensed Products with
reasonable diligence by manufacture and sale of Licensed Products for the
duration of the term of this Agreement. LICENSEE further agrees to maintain
quality control over Licensed Products and generally attend to proper, safe,
fair, lawful and reasonable development and exploitation of the market for
Licensed Products. Failure of LICENSEE to materially comply with the provisions
of this Paragraph shall be considered a material breach of this Agreement.

LICENSEE's reasonable due diligence obligations shall include the
expressed pursuit to affect introduction of Licensed Products into the field of
transgenic organisms. In order for LICENSEE to retain the exclusive license in
the field of transgenic organisms, LICENSEE must accomplish one of the following
within thirty six (36) months of the Effective Date:

a) LICENSEE to fund development of the transgenic organism technology
at Cornell University at a level not less than one hundred and fifty
thousand dollars ($150,000) per year unless approved by FOUNDATION;

b) LICENSEE to enter into a collaborative arrangement with a third
party to develop an application of the transgenic organism
technology; said arrangement and third party to be deemed
satisfactory by FOUNDATION (such approval not to be unreasonably
withheld);

c) LICENSEE to develop the transgenic organism technology internally at
a level not less than one hundred and fifty thousand dollars
($150,000) of direct and documentable expenses unless approved by
FOUNDATION;

In the event LICENSEE fails to accomplish at least one of the alternatives
described above, FOUNDATION may, at its sole discretion, convert this Agreement
to a field-of-use exclusive license which shall wholly rescind LICENSEE's rights
to make, use and sell Licensed Products in the field of transgenic organisms.
Alternatively, in the event LICENSEE fails to accomplish at least one of the
alternatives described above, FOUNDATION may, at its sole discretion, convert
this Agreement to a non-exclusive or semi-exclusive license in the field of
transgenic organisms. In the event of such conversion from exclusive to said
field-of-use exclusive or non-exclusive or semi-exclusive license, FOUNDATION
shall be free to license others in the field of transgenic organisms.

XIII. INFRINGEMENT OF LICENSED PATENT RIGHTS BY THIRD PARTIES

In the event that any infringement of a Licensed Patent shall come to the
attention of the FOUNDATION or LICENSEE, then FOUNDATION and LICENSEE shall duly
inform each other. FOUNDATION, shall, in its sole discretion determine whether
or not to prosecute a patent infringement action. If FOUNDATION determines and

elects not to prosecute a patent infringement action, then LICENSEE may cause
legal proceedings against the alleged infringer at its own expense and in the
name of FOUNDATION, if necessary, if there is a showing of substantial
likelihood of infringement and that no other action for infringement is pending
at the time so that only one such lawsuit is pending at any time.

LICENSEE may defray the expenses of any such lawsuit to the extent of 50%
of royalties payable by LICENSEE during the course of and directly related to
such legal proceedings. Out of any damages or awards recovered by LICENSEE in
such action conducted by LICENSEE, LICENSEE will first recover its expenses for
conducting said litigation beyond the costs defrayed by withheld royalties.
FOUNDATION will then recover all royalties up to the 50% of royalties payable by
LICENSEE to FOUNDATION and withheld by LICENSEE to defray costs of such lawsuit.
FOUNDATION will also recover any expenses which it incurred on behalf of the
litigation. Any amount remaining belongs to LICENSEE, if LICENSEE conducts the
litigation, provided that on such amount LICENSEE shall pay FOUNDATION a royalty
as provided for in VIII above. If FOUNDATION conducts the litigation, at its own
expense, out of any amount recovered, FOUNDATION shall first recover any
expenses which it incurred on behalf of the litigation, next LICENSEE shall
recover direct and documentable losses including opportunity costs caused by
said infringement and any amount remaining shall belong to FOUNDATION.

In any proceedings, FOUNDATION shall be entitled to employ, at its own
expense, counsel and control the course of litigation if, in FOUNDATION's sole
discretion, LICENSEE's defense of patent rights is insufficient, or if LICENSEE
fails to carry on vigorous prosecution of said patent rights.

In the event LICENSEE seeks, with justifiable cause, to prosecute more
than one lawsuit at a time, FOUNDATION will not unreasonably withhold permission
where such actions are conducted entirely at LICENSEE's expense including
reimbursement of FOUNDATION's expenses incurred on behalf of such action.

In any action brought by LICENSEE, LICENSEE undertakes to indemnify for
and hold FOUNDATION harmless from any damages, costs or expenses incurred by
reason of such litigation.

XIV. ASSIGNMENT

The rights and obligations of the LICENSEE are not assignable but with one
exception which is that those rights and obligations may be assigned in
connection with the sale of all or substantially all of the assets of LICENSEE
to a third party.

XV. SUBLICENSING

LICENSEE may grant sublicenses under Licensed Patent Applications,
Licensed Patents and Licensed Biological Material with prior approval of
FOUNDATION, which approval shall not be withheld unless FOUNDATION can show a
substantial likelihood that such sublicensee would not perform its obligations
under sublicense agreement or that the sublicensee is an organization of a
character such that FOUNDATION and Cornell University may encounter a
substantial risk of substantial, long term and public criticism as a public
institution for providing its proprietary technology to such an organization,
e.g. more than internal student and/or faculty protestors and likely to cause
long term problems. Upon written notification of FOUNDATION by LICENSEE of its
intent to sublicense, FOUNDATION shall have thirty (30) days within which to
notify LICENSEE of FOUNDATION's disapproval of such sublicense and to provide
the reasons of such disapproval, after which such approval shall be deemed
given. LICENSEE agrees that said sublicensees are obligated in writing to all
terms and conditions of this Agreement beneficial to or protective of FOUNDATION
and that LICENSEE shall guarantee compliance of the sublicense on all such
provisions.

Sublicense royalty income may be credited against LICENSEE's minimum
annual royalty payment obligations described in "ROYALTIES . . . Section VII,
hereinabove.

XVI. TERMINATION

In the event FOUNDATION finds LICENSEE to be in substantial noncompliance
with any of the material terms and conditions of this Agreement, FOUNDATION
shall so notify LICENSEE in writing. LICENSEE shall have six months after
receipt of such notification within which to remedy such noncompliance to the
satisfaction of FOUNDATION. If LICENSEE does not remedy a material noncompliance
within said six month period, FOUNDATION may terminate this License Agreement.
Upon giving such notice, LICENSEE shall have no obligations for minimum
royalties, patent expenses or research funding beyond the termination date.

LICENSEE may terminate this License Agreement by giving notice of its
intentions to do so six (6) months before termination.

Upon termination of this Agreement, any sublicensee that is not then in
material breach shall have its sublicense converted to a direct license from
FOUNDATION under the terms and conditions of this Agreement, as further limited
and restricted by the terms of the original sublicense.

XVII. ARBITRATION AND JURISDICTION

All disputes over the meaning and interpretation of this Agreement shall
be resolved by conciliation and mediation and if mediation is unsuccessful then
disputes shall be finally settled by an Arbitrator selected by FOUNDATION and
LICENSEE. If FOUNDATION and LICENSEE cannot agree on an Arbitrator, then
disputes shall be resolved by an Arbitration Panel comprising one arbitrator
appointed by FOUNDATION, one arbitrator appointed by LICENSEE, and a Chairman of
the Arbitration Panel appointed by the first two arbitrators. Any such
arbitration proceeding shall be conducted in accordance with generally accepted
arbitration rules; shall be held in the State of New York, unless otherwise
agreed by the parties; and judgment upon the arbitration award may be entered in
any court having jurisdiction.

In order to initiate procedures for dispute resolution by conciliation,
mediation and arbitration either party may give written notice to the other of
intention to resolve a dispute, and absent satisfactory resolution, then to
arbitrate. Such notice shall contain a statement setting forth the nature of the
dispute and the resolution sought. If, within thirty (30) days of such notice a
resolution by conciliation between the parties themselves or by mediation has
not been achieved to the satisfaction of both parties, and if within sixty (60)
days from said written notice an Arbitrator or Arbitration Panel has not been
appointed with an arbitration schedule satisfactory to both parties, then either
party may proceed with judicial remedies.

The FOUNDATION reserves the right and power to proceed with direct
judicial remedies against LICENSEE without conciliation, mediation or
arbitration for breach of the royalty payment and sales reporting provisions of
this Agreement after giving written notice of such breach to LICENSEE followed
by an opportunity period of thirty (30) days in which to cure such breach. In
collecting overdue royalty payments and securing compliance with reporting
obligations, FOUNDATION may use all judicial remedies available.

XVIII. OTHER

LICENSEE agrees that it will not use the indicia or names FOUNDATION or of
Cornell University or any of their personnel in advertising, promotion, or
labeling of Licensed Products without prior written approval of the FOUNDATION.

Title to all Licensed Biological Materials remains with FOUNDATION and
LICENSEE's rights in Licensed Biological Materials is by way of bailment with
rights sufficient to carry out the purposes of this Agreement. Upon termination
of this Agreement for cause by FOUNDATION, LICENSEE shall return all Licensed
Biological Materials, progeny and derivatives thereof, in whatever form, to

FOUNDATION or certify their destruction, at the option of FOUNDATION. Upon the
natural termination of this Agreement, LICENSEE may continue to use Licensed
Biological Materials without accounting to or recourse by FOUNDATION.

FOUNDATION makes no representations other than those specified in the
WHEREAS clauses. FOUNDATION MAKES NO EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

FOUNDATION by this Agreement makes no representation as to the
patentability and/or breadth of the inventions and/or discoveries involved in a
Licensed Patent. FOUNDATION by this Agreement makes no representation as to
patents now held or which will be held by others in the field of the Licensed
Products for a particular purpose.

LICENSEE agrees to defend, indemnify and hold FOUNDATION harmless from and
against all liability, demands, damages, expenses or losses for death, personal
injury, illness or property damage (including reasonable attorney's fees)
arising (a) out of use by LICENSEE or its transferees of inventions licensed or
information furnished under this Agreement, or (b) out of any use, sale or other
disposition by LICENSEE or its transferees of products made by use of such
inventions or information. As used in this clause, "FOUNDATION" includes its
Trustees, Officers, Agents and Employees, and those of Cornell University, and
"LICENSEE" includes its Affiliates, Subsidiaries, Contractors and
Sub-Contractors.

In discharge of the above and with respect to Licensed Products, LICENSEE
shall secure and maintain product liability insurance commensurate with the
reasonable standards of the industry. Upon written request from FOUNDATION,
LICENSEE shall provide FOUNDATION with evidence of such insurance coverage.

This Agreement shall be interpreted under the Laws of the State of New
York.

Reports, notices and other communications to the FOUNDATION shall be
addressed to:

H. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
CORNELL RESEARCH FOUNDATION, INC.
Cornell Business & Technology Park
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

and notices and other communications to the LICENSEE to:

▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Eden Bioscience Corporation
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

IN WITNESS WHEREOF, the parties have caused this instrument to be executed
in duplicate as of the day and year first above written.

ATTEST: CORNELL RESEARCH FOUNDATION, INC.

By /s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------- --------------------------
H. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title President
--------------------------

Date
--------------------------
ATTEST:

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- --------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title President
--------------------------

Date
--------------------------

EXHIBIT A

In accordance with Rule202 of Regulation S-T, this exhibit is being filed in
paperpursuant to a continuing hardship request. U.S. Pattent Application No.
08/200,724 may be viewed as U.S. Patents Nos. 5,849,868 and 5,858,786 at
▇▇▇.▇▇▇▇▇.▇▇▇.

EXHIBIT B

In accordance with Rule202 of Regulation S-T, this exhibit is being filed in
paperpursuant to a continuing hardship request. U.S. Pattent Application No.
08/064,024 may be viewed as U.S. Patents Nos. 5,708,139 at ▇▇▇.▇▇▇▇▇.▇▇▇.

EXHIBIT C

In accordance with Rule202 of Regulation S-T, this exhibit is being filed in
paperpursuant to a continuing hardship request. U.S. Pattent Application No.
08/475,775 may be viewed as U.S. Patents Nos. 5,859,324 and 5,776,889 at
▇▇▇.▇▇▇▇▇.▇▇▇.

EXHIBIT D

In accordance with Rule202 of Regulation S-T, this exhibit is being filed in
paperpursuant to a continuing hardship request. U.S. Pattent Application No.
08/484,358 may be viewed as U.S. Patents Nos. 5,850,015 and 6,001,959 at
▇▇▇.▇▇▇▇▇.▇▇▇.

EXHIBIT E

Licensed Biological Material

(attached to and part of the License Agreement between Cornell Research
Foundation and Eden Bioscience Corporation, effective 1 May 1995)

Genes

a) hrpN of Erwinia amylovora Strains Ea321 and Ea246

b) hrpN of E. chrysanthemi Strain Ec16

c) hrpZ of Pseudomonas syringae Strain 61

Proteins and peptide fragments

a) HarpinEa from Ea321 and Ea246

b) HarpinEch from Ec16

c) HarpinPss from Pss61

Cells

a) Escherichiacoli DH5a(pSYH4)

b) Escherichiacoli DH5a(pSY10)

c) Escherichiacoli DH5a(pCPP2172)

Antibodies

a) Anti-harpinEa Antibody

b) Anti-harpinPss Antibody

AMENDMENT TO THE
EXCLUSIVE LICENSE AGREEMENT
between Eden Bioscience and Cornell Research Foundation
which was effective the first day of May 1995

THIS AMENDMENT (effective as of the first day of February 1997) to that
Exclusive License Agreement referenced above, by and between CORNELL RESEARCH
FOUNDATION, INC., having offices at Cornell Business & Technology Park, ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, hereinafter referred to as
"FOUNDATION" and EDEN BIOSCIENCE CORPORATION, having offices at ▇▇▇▇ ▇.▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter referred to as "LICENSEE".

WITNESSETH THAT:

WHEREAS, FOUNDATION and LICENSEE have previously entered into the
Exclusive License Agreement (effective date of 1 May 1995) which this Amendment
is attached thereto, in which FOUNDATION granted certain exclusive rights in
several patentable technologies developed at Cornell University to LICENSEE; and

WHEREAS, FOUNDATION and LICENSEE mutually agree that said Exclusive
License Agreement should be modified to include additional patentable
technologies to those described in said Exclusive License Agreement; and

WHEREAS, FOUNDATION and LICENSEE also agree that said Exclusive License
Agreement should be modified as defined hereinbelow; and

NOW, THEREFORE, in consideration of the covenants and obligations
hereinafter set forth, the parties hereto hereby agree as follows:

PRIMACY OF AMENDMENT

The parties agree that the terms and conditions of this Amendment shall
take precedence over those contained in the Exclusive License Agreement.

WHEREAS

The Whereas clauses of the Exclusive License Agreement shall be entirely
replaced with the following:

WHEREAS, United States Patent Application No. 08/200,724, entitled
"Elicitors of the Hypersensitive Response in Plants" (CRF D1172), was filed in
the U.S. Patent & Trademark Office on February 2, 1994, a copy of which is
appended as Exhibit A and Patent Application No. 08/200,724 is a continuation of
U.S. Patent Application No. 07/907,935 filed on 1 September 1992 and the foreign
equivalent PCT/US93/06243 was filed on 30 June 1993 covering all EPC countries
and Japan; and

WHEREAS, United States Patent Application No. 08/475,775, entitled
"Hypersensitive Response Induced Resistance In Plants" (CRF D-1654), was filed
in the U.S. Patent & Trademark Office on 7 June 1995, a copy of which is
appended as Exhibit C and the foreign equivalent PCT/US96/08819 was filed on 5
June 1996 covering all EPC countries and Japan; and

WHEREAS, United States Patent Application No. 08/484,358, entitled
"Hypersensitive Response Elicitor From Erwinia chrysanthemi" (CRF D-1732), was
filed in the U.S. Patent & Trademark Office on 7 June 1995, a copy of which is
appended as Exhibit D; and

WHEREAS, FOUNDATION intends to file a United States Patent Application
entitled "▇▇▇▇▇▇ Seed Treatment", now Invention Disclosure CRF D-1940, a copy of
which is appended as Exhibit E, and FOUNDATION intends to file foreign
equivalents, where appropriate, of said Invention Disclosure; and

WHEREAS, FOUNDATION intends to file a United States Patent Application
entitled "▇▇▇▇▇▇ up of Xanthomonas campestris pv. pelargonni", now Invention
Disclosure CRF D-1950, a copy of which is appended as Exhibit F. and FOUNDATION
intends to file foreign equivalents, where appropriate, of said Invention
Disclosure; and

WHEREAS, FOUNDATION intends to file a United States Patent Application
entitled "Fragments of ▇▇▇▇▇▇", now Invention Disclosure CRF D-1956, a copy of
which is appended as Exhibit G. and FOUNDATION intends to file foreign
equivalents, where appropriate, of said Invention Disclosure; and

WHEREAS, FOUNDATION intends to file a United States Patent Application
entitled "Enhancement of Plant Growth By ▇▇▇▇▇▇", now Invention Disclosure CRF
D-2018, a copy of which is appended as Exhibit H. and FOUNDATION intends to file
foreign equivalents, where appropriate, of said Invention Disclosure; and

WHEREAS, FOUNDATION intends to file a United States Patent Application
entitled "▇▇▇▇▇▇ Results In Reduced Insect Larval Feeding On Plants", now
Invention Disclosure CRF D-2028, a copy of which is appended as Exhibit I, and
FOUNDATION intends to file foreign equivalents, where appropriate, of said
Invention Disclosure; and

WHEREAS, the inventions disclosed and claimed in Exhibits A, B. C, D, E,
F. G. H and I are, or will be assigned to FOUNDATION and FOUNDATION is a wholly
owned subsidiary corporation of Cornell University and holds the ownership
interests of patents issued on inventions made by Cornell University's staff and
administers licenses in a manner consistent with the patent policy of Cornell
University; and

WHEREAS, the work leading to the inventions disclosed and to be claimed in
Exhibits A, B. C, D, E, F. G. H and I were supported in part by an agency of the
U.S. Government, FOUNDATION is obligated to comply with the U.S. Office of
Management & Budgets Circular No. A124, or 37 CFR Part 401; and

WHEREAS, Drs. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and their colleagues at Cornell
University have developed proprietary biological materials and processes
relating to the field of plant disease and some of these materials and processes
are or will be claimed and covered in said patent applications of Exhibits A, B.
C, D, E, F. G. H and I and other such materials and processes are not claimed in
said patent applications but are proprietary to FOUNDATION; and

NOW, THEREFORE, in consideration of the covenants and obligations
hereinafter set forth, the parties hereto hereby agree as follows:

DEFINITIONS

The Definitions section (I) of the Exclusive License Agreement shall be
entirely replaced-with the following:

1. Licensed Patent Application shall mean U.S. Patent Application
Serial No. 08/200,724 attached as Exhibit A and any continuation,
continuation-in-part, or divisional applications thereof as well as
foreign counterparts thereof and U.S. Patent Application Serial No.
08/062,024 attached as Exhibit B and any continuation,
continuationin-part, or divisional applications thereof as well as
foreign counterparts thereof and U.S. Patent Application Serial No.
08/475,775 attached as Exhibit C and any continuation,

continuation-in-part, or divisional applications thereof as well as
foreign counterparts attached as Exhibit D and any continuation,
continuationin-part, or divisional applications thereof as well as
foreign counterparts thereof and any U.S. Patent Application based
on Invention Disclosure CRF D-1940 attached as Exhibit E and any
continuations continuationin-part, or divisional applications
thereof as well as foreign counterparts thereof and any U.S. Patent
Application based on Invention Disclosure CRF D-1950 attached as
Exhibit F and any continuation, continuationin-part, or divisional
applications thereof as well as foreign counterparts thereof and any
U.S. Patent Application based on Invention Disclosure CRF D-1956
attached as Exhibit G and any continuation, continuationin-part, or
divisional applications thereof as well as foreign counterparts
thereof and any U.S. Patent Application based on Invention
Disclosure CRF D-2018 attached as Exhibit H and any continuation,
continuationin-part, or divisional applications thereof as well as
foreign counterparts thereof and any U.S. Patent Application based
on Invention Disclosure CRF D-2028 attached as Exhibit I and any
continuation, continuationin-part, or divisional applications
thereof as well as foreign counterparts thereof.

2. Licensed Patent shall mean any U.S. Patents issuing from a Licensed
Patent Application, and all reissues thereof as well as foreign
counterparts thereof.

3. Licensed Biological Material shall mean that biological material
including genes, proteins and peptide fragments, expression systems,
cells and antibodies developed in the Cornell University
Laboratories of Drs. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and their colleagues
and which is directly related to the inventions described in
Licensed Patents or Licensed Patent Applications and which is listed
and described in Exhibit J or added to Exhibit J at a later time by
written mutual agreement of the parties. FOUNDATION and LICENSEE
acknowledge that, to the best of their knowledge, said list of
Exhibit J is complete. Licensed Products shall mean any product or
use claimed in a Licensed Patent Application or Licensed Patent or
any product or use which incorporates or otherwise utilizes Licensed
Biological Material.

5. License Year shall mean each twelve (12) month period beginning on
the Effective Date of this Agreement first written above and
thereafter on the anniversary date thereof.

6. LICENSEE shall mean the above named company and any of its
affiliates in which it owns or controls at least 50% of the voting
stock..

7. Net Sales Price shall mean the gross amount of money billed by
LICENSEE to its customers on sale or use of Licensed Products
subsequent to the effective date of this Agreement where the
Licensed Products were either made, used or sold in the United
States of America and throughout the world, less: (1) trade and/or
quantity discounts; (2) returns and allowances; and (3) retroactive
price reductions; (4) sales, excise and similar taxes and duties;
(5) shipping costs; (6) insurance.

FUTURE INVENTIONS

The following new section is added to the May 1995 Exclusive License
Agreement:

"Inventions" or "future inventions" shall refer to those inventions and
discoveries, made subsequent to the Effective Date of the May 95 Exclusive
License Agreement, which are technologically related to Licensed Patent
Applications or Licensed Patents or which arise from research at Cornell
University funded by LICENSEE and which are:

a) made solely by employees of Cornell University; or

b) made jointly by employees of Cornell University.

Future inventions made solely by employees of Cornell University shall be
the sole property of FOUNDATION.

Future inventions made solely by employees of LICENSEE shall be the sole
property of LICENSEE and LICENSEE shall have no obligation to FOUNDATION with
regard to such property.

Future inventions which are made jointly by employees of Cornell
University and LICENSEE shall be the joint property of FOUNDATION and LICENSEE.

FOUNDATION and LICENSEE agree to notify each other, in a timely manner, in
writing, of any future inventions. FOUNDATION and LICENSEE shall cooperate to
determine inventorship of such inventions but final determination of
inventorship shall be made by that patent counsel responsible for prosecuting
License Applications or other patent counsel mutually agreed upon by the
parties.

Disposition of the rights in future inventions shall be determined based
on inventorship, LICENSEE'S funding of the research at Cornell which produced
the invention and the relationship of potential patent claims of the invention
to the claims of Licensed Patents or Licensed Patent Applications according to
the following scheme:

1.0 Future invention made solely by Cornell inventors using LICENSEE'S funding
shall be disposed of as follows:

1.1 If the potential patent claims of such invention would be dominated
by claims of Licensed Patent Applications or Licensed Patents,
FOUNDATION shall, at the request of LICENSEE, and subject to
FOUNDATION'S obligations to third parties, add such invention to the
Licensed Patent Applications of the May 95 Exclusive License
Agreement.

1.2 If the potential patent claims of such invention would not be
dominated by claims of Licensed Patent Applications or Licensed
Patents, FOUNDATION shall, subject to FOUNDATION'S obligations to
third parties, grant LICENSEE a first right of refusal on an
exclusive license under mutually agreeable terms.

2.0 Future invention made solely by Cornell inventors but not using LICENSEE'S
funding of Cornell research shall be disposed of as follows:

2.1 If the potential patent claims of such invention would be dominated
by claims of Licensed Patent Applications or Licensed Patents,
FOUNDATION shall, at the request of LICENSEE, and subject to
FOUNDATION'S obligations to third parties, grant LICENSEE a first
right of refusal on a license under mutually agreeable terms.

2.2 If the potential patent claims of such invention would not be
dominated by claims of Licensed Patent Applications or Licensed
Patents, LICENSEE shall have no inherent rights therein and
disposition of such invention would be solely at FOUNDATION'S
discretion.

3.0 Future inventions that are jointly made by employees of Cornell and
LICENSEE in which the Cornell Portion was made using LICENSEE'S funding of
Cornell research shall be disposed of as follows:

3.1 If the potential patent claims of such invention would be dominated
by claims of Licensed Patent Applications or Licensed Patents,
FOUNDATION shall, at the request of LICENSEE, and subject to
FOUNDATION'S obligations to third parties, add such invention to the
Licensed Patent Applications of the May 95 Exclusive License
Agreement.

3.2 If the potential patent claims of such invention would not be
dominated by claims of Licensed Patent Applications or Licensed
Patents, FOUNDATION shall, subject to FOUNDATION'S obligations to
third parties, grant LICENSEE a first right of refusal on an
exclusive license under mutually agreeable terms.

4.0 Future inventions that are jointly made by employees of Cornell and
LICENSEE in which the Cornell Dortion was not made using LICENSEE'S
funding of Cornell research shall be disposed of as follows:

4.1 If the potential patent claims of such invention would be dominated
by claims of Licensed Patent Applications or Licensed Patents,
FOUNDATION shall, at the request of LICENSEE, and subject to
FOUNDATION'S obligations to third parties, grant LICENSEE a first
right of refusal to a license under mutually agreeable terms.

4.2 If the potential patent claims of such invention would not be
dominated by claims of Licensed Patent Applications or Licensed
Patents, FOUNDATION shall, subject to FOUNDATION'S obligations to
third parties, grant LICENSEE a first right of refusal on a license
under mutually agreeable terms.

PAYMENTS MADE IN CONSIDERATION OF THE EXECUTION OF THIS LICENSE AGREEMENT

On page 9, section IV of the May 95 Exclusive License Agreement,
subparagraph 6) shall be followed by an additional subparagraph 7) as follows:

7) In the event LICENSEE develops or acquires technology which could
avoid the equity vesting schedule described above, such equity shall
then fully vest in FOUNDATION without regard to the milestone
schedule described hereinabove.

EXHIBITS

The Exhibits of the Exclusive License Agreement have been expanded and
renumbered as follows:

--------------------------------------------------------------------------------
Exhibit A: ▇▇▇ ▇-▇▇▇▇, ▇▇ Patent Application No. 08/200,724 "Elicitors of
the Hypersensitivev Response In Plants"
--------------------------------------------------------------------------------
Exhibit B CRF D-1425, US Patent Application No. 08/062,024 "Pseudomonas
syringae pv. syringae hrpz Gene"
--------------------------------------------------------------------------------
Exhibit C CRF D-1654, US Patent Application No. 08/475,775 "Hypersensitive
Response Induced Resistance In Plants"
--------------------------------------------------------------------------------
Exhibit D CRF D-1732, US Patent Application No. 08/484,358 "Hypersensitive
Response Elicitor From Erwinia chrysanthemi"
--------------------------------------------------------------------------------
Exhibit ▇ ▇▇▇ ▇-▇▇▇▇, ▇▇ Patent Application No. (TBA) "▇▇▇▇▇▇ Seed
Treatment"
--------------------------------------------------------------------------------
Exhibit F CRF D-1950, US Patent Application No. (TBA) "▇▇▇▇▇▇ xcp
Xanthomonas campestris pv. pelargonni"
--------------------------------------------------------------------------------
Exhibit G CRF D-1956, US Patent Application No. (TBA) "Fragments of
▇▇▇▇▇▇"
--------------------------------------------------------------------------------
Exhibit H CRF D-2018, US Patent Application No. (TBA) "Enhancement of
Plant Growth By ▇▇▇▇▇▇"
--------------------------------------------------------------------------------
Exhibit I CRF D-2028, US Patent Application No. (TBA) "▇▇▇▇▇▇ Results In
Reduced Insect Larval Feeding On Plants"
--------------------------------------------------------------------------------
Exhibit J Licensed Biological Material
--------------------------------------------------------------------------------

IN WITNESS WHEREOF, the parties have caused this instrument to be executed
in duplicate as of the day and year first above written.

ATTEST: CORNELL RESEARCH FOUNDATION, INC.

By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- --------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title Vice President
--------------------------
Date
--------------------------

ATTEST: EDEN BIOSCIENCE CORPORATION

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- --------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title President
--------------------------
Date
--------------------------

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

In accordance with Rule202 of Regulation S-T, this exhibit is being filed in
paperpursuant to a continuing hardship request. U.S. Pattent Application No.
08/984,207 may be viewed as PCT Publication No. WO 98/24297 at
▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇▇.▇▇▇ or ▇▇▇.▇▇▇▇▇▇▇.▇▇▇.▇▇▇.

EXHIBIT F

EXHIBIT G

In accordance with Rule202 of Regulation S-T, this exhibit is being filed in
paperpursuant to a continuing hardship request. U.S. Pattent Application No.
09/086,118 may be viewed as PCT Publication No. WO 98/32844 at
▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇▇.▇▇▇ or ▇▇▇.▇▇▇▇▇▇▇.▇▇▇.▇▇▇.

EXHIBIT H

In accordance with Rule202 of Regulation S-T, this exhibit is being filed in
paperpursuant to a continuing hardship request. U.S. Pattent Application No.
09/013,587 may be viewed as PCT Publication No. WO 98/54214 at
▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇▇.▇▇▇ or ▇▇▇.▇▇▇▇▇▇▇.▇▇▇.▇▇▇.

EXHIBIT I

In accordance with Rule202 of Regulation S-T, this exhibit is being filed in
paperpursuant to a continuing hardship request. U.S. Pattent Application No.
09/030,270 may be viewed as U.S. Patents Nos. 5,977,060 at ▇▇▇.▇▇▇▇▇.▇▇▇.

EXHIBIT J

Licensed Biological Material

(attached to and part of the License Agreement between Cornell Research
Foundation and Eden Bioscience Corporation, effective 1 May 1995)

Genes

a) hrpN of Erwinia amylovora Strains Ea321 and Ea246

b) hrpN of E. chrysanthemi Strain Ec16

c) hrpZ of Pseudomonas syringae Strain 61

Proteins and peptide fragments

a) HarpinEa from Ea321 and Ea246

b) HarpinEch from Ec16

c) HarpinPss from Pss61

Cells

a) Escherichiacoli DH5a(pSYH4)

b) Escherichiacoli DH5a(pSY10)

c) Escherichiacoli DH5a(pCPP2172)

Antibodies

a) Anti-harpinEa Antibody

b) Anti-harpinPss Antibody

AMENDMENT TO THE
EXCLUSIVE LICENSE AGREEMENT

between Eden Bioscience and Cornell Research Foundation
which was effective the first day of May 1995

THIS AMENDMENT (effective as of the first day of October 1998) to that
Exclusive License Agreement referenced above (hereinafter the "Agreement"), by
and between CORNELL RESEARCH FOUNDATION, INC., having offices at Cornell
Business & Technology Park, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, hereinafter referred to as "FOUNDATION" and EDEN BIOSCIENCE CORPORATION,
having offices at ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
hereinafter referred to as "LICENSEE."

W I T N E S S E T H T H A T:

WHEREAS, FOUNDATION and LICENSEE have previously entered into the
Agreement, effective 1 May 1995, to which this Amendment shall become a part
thereof, in which FOUNDATION granted certain exclusive rights in several
patentable technologies developed at Cornell University to LICENSEE; and

WHEREAS, FOUNDATION and LICENSEE mutually agree that the Agreement should
be modified such that the Licensed Patent Applications and Licensed Patents of
the Agreement shall by expanded to include the additional Licensed Patent
Applications listed in Exhibit 1 and any patent applications or patents which
derive therefrom including any divisional, continuation, continuations-in-part,
reissues and foreign equivalents thereof, which list may be modified from time
to time; and

WHEREAS, FOUNDATION and LICENSEE also agree that the Agreement should be
further modified as defined hereinbelow; and

NOW, THEREFORE, in consideration of the covenants and obligations
hereinafter set forth, the parties hereto hereby agree as follows:

PRIMACY OF AMENDMENT

The parties agree that the terms and conditions of this Amendment shall
take precedence over those contained in the Agreement.

DEFINITIONS

The Definitions section (I) of the Agreement shall be entirely replaced
with the following:

1. Licensed Patent Application shall mean those Licensed Patent
Applications of the Agreement as well as those U.S. Patent
Applications listed in Exhibit 1 and any regular, continuation,
continuation-in-part, or divisional applications thereof as well as
foreign counterparts thereof as well as any future modifications to
Exhibit 1 by mutual written agreement of the parties.

2. Licensed Patent shall mean any U.S. Patents issuing from a Licensed
Patent Application, and all reissues thereof as well as foreign
counterparts thereof.

3. Licensed Biological Material shall mean that biological material
including genes, proteins and peptide fragments, expression systems,
cells and antibodies developed in the Cornell University
Laboratories of Drs. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and their colleagues
and which is directly related to the inventions described in
Licensed Patents or Licensed Patent Applications and which is listed
and described in Exhibit 2 or added to Exhibit 2 at a later time by
written mutual agreement of the parties. FOUNDATION and LICENSEE
acknowledge that, to the best of their knowledge, said list of
Exhibit 2 is complete as of the Effective Date.

4. Licensed Products shall mean any product or use claimed in a
Licensed Patent Application or Licensed Patent or any product or use
which incorporates or otherwise utilizes Licensed Biological
Material.

5. License Year shall mean each twelve (12) month period beginning on
the Effective Date of this Agreement first written above and
thereafter on the anniversary date thereof.

6. LICENSEE shall mean the above named company and any of its
affiliates in which it owns or controls at least 50% of the voting
stock.

-2-

7. Net Sales Price shall mean the gross amount of money billed by
LICENSEE to its customers on sale or use of Licensed Products
subsequent to the effective date of this Agreement where the
Licensed Products were either made, used or sold in the United
States of America and throughout the world, less: (1) trade and/or
quantity discounts; (2) returns and allowances; and (3) retroactive
price reductions; (4) sales, excise and similar taxes and duties;
(5) shipping costs; (6) insurance.

8. "PDR" shall mean U.S. Patents Nos. - 5,580,716 and 5,240,841 and
U.S. Patent Applications Nos. 08/047,347 and 08/758,561 and any
regular, continuation, continuation-in-part, or divisional
applications thereof as well as foreign counterparts thereof. Title
to such patents and patent applications is held by FOUNDATION.

GRANT

The following paragraph shall be appended to the Grant, Section II on page
6 of the Agreement:

FOUNDATION also hereby grants to LICENSEE the non-exclusive, royalty-free
right to practice PDR only to the extent necessary to practice a Licensed Patent
Application or a Licensed Patent. Such limited right shall not extend to the use
of said PDR for the purpose of practicing any other technology.

FUTURE INVENTIONS

The following new section is added to the Agreement:

"Inventions" or "future inventions" shall refer to those inventions and
discoveries, made subsequent to the Effective Date of the Agreement, which are
related to the gene cluster map of Exhibit 3 or to Licensed Patent Applications
or Licensed Patents or which arise from research at Cornell University funded by
LICENSEE and which are:

a) made solely by employees of Cornell University; or

b) made jointly by employees of Cornell University.

Future inventions made solely by employees of Cornell University shall be
the sole property of FOUNDATION.

-3-

Future inventions made solely by employees of LICENSEE shall be the sole
property of LICENSEE and LICENSEE shall have no obligation to FOUNDATION with
regard to such property.

Future inventions which are made jointly by employees of Cornell
University and LICENSEE shall be the joint property of FOUNDATION and LICENSEE.

If either FOUNDATION or LICENSEE conclude that an invention may fall
within the terms of this Agreement, FOUNDATION and LICENSEE agree to notify each
other, in a timely manner, in writing, of any such future inventions. FOUNDATION
and LICENSEE shall cooperate to determine inventorship of such inventions but
final determination of inventorship shall be made by that patent counsel
responsible for prosecuting Licensed Patent Applications or other patent counsel
mutually agreed upon by the parties. FOUNDATION agrees to maintain as
confidential, all information of LICENSEE which is provided to FOUNDATION for
said purpose of determining inventorship and which is clearly marked as
confidential.

Disposition of the rights in future inventions shall be determined based
on inventorship, LICENSEE's funding of the research at Cornell which produced
the invention and the relationship of potential patent claims of the invention
to the claims of Licensed Patents or Licensed Patent Applications according to
the following scheme:

1.0 Future invention made solely by Cornell inventors using LICENSEE's funding
shall be disposed of as follows:

1.1 If the potential patent claims of such invention would be dominated
by claims of Licensed Patent Applications or Licensed Patents,
FOUNDATION shall, at the request of LICENSEE, and subject to
FOUNDATION's obligations to third parties, add such invention to the
Licensed Patent Applications of the May 1995 Exclusive License
Agreement.

1.2 If the potential patent claims of such invention would not be
dominated by claims of Licensed Patent Applications or Licensed
Patents, FOUNDATION shall, subject to FOUNDATION's obligations to
third parties, grant LICENSEE a first right of refusal on an
exclusive license under mutually agreeable terms.

2.0 Future invention made solely by Cornell inventors but not using LICENSEE'S
funding of Cornell research shall be disposed of as follows:

-4-

2.1 If the potential patent claims of such invention would be dominated
by claims of Licensed Patent Applications or Licensed Patents,
FOUNDATION shall, at the request of LICENSEE, and subject to
FOUNDATION's obligations to third parties, grant LICENSEE a first
right of refusal on a license under mutually agreeable terms.

3.0 Future inventions that are jointly made by employees of Cornell and
LICENSEE in which the Cornell portion was made using LICENSEE's funding of
Cornell research shall be disposed of as follows:

3.1 If the potential patent claims of such invention would be dominated
by claims of Licensed Patent Applications or Licensed Patents,
FOUNDATION shall, at the request of LICENSEE, and subject to
FOUNDATION's obligations to third parties, add such invention to the
Licensed Patent Applications of the May 95 Exclusive License
Agreement.

3.2 If the potential patent claims of such invention would not be
dominated by claims of Licensed Patent Applications or Licensed
Patents, FOUNDATION shall, subject to FOUNDATION's obligations to
third parties, grant LICENSEE a first right of refusal on an
exclusive license under mutually agreeable terms.

4.0 Future inventions that are jointly made by employees of Cornell and
LICENSEE in which the Cornell portion was not made using LICENSEE's
funding of Cornell research shall be disposed of as follows:

4.1 If the potential patent claims of such invention would be dominated
by claims of Licensed Patent Applications or Licensed Patents,
FOUNDATION shall, at the request of LICENSEE, and subject to
FOUNDATION's obligations to third parties, grant LICENSEE a first
right of refusal to a license under mutually agreeable terms.

4.2 If the potential patent claims of such invention would not be
dominated by claims of Licensed Patent Applications or Licensed
Patents, FOUNDATION shall, subject to FOUNDATION's obligations to
third parties, grant LICENSEE a first right of refusal on a license
under mutually agreeable terms.

-5-

PAYMENTS MADE IN CONSIDERATION OF THE
EXECUTION OF THIS LICENSE AGREEMENT

On page 7, section IV of the Agreement, the second paragraph shall be
replaced entirely with the following paragraph:

It is understood by the parties that FOUNDATION shall take no
management role in LICENSEE.

Notwithstanding the equity vesting provisions and schedule defined in
Section IV of the Agreement, the parties hereby agree that the full amount of
equity in LICENSEE owed to FOUNDATION, shall fully and immediately vest in
FOUNDATION upon execution of this Amendment.

ROYALTIES AND MINIMUM ROYALTIES TO BE PAID
DURING THE LICENSE AGREEMENT

The language of Section VIII of the Agreement notwithstanding, the parties
agree to modify the royalty terms as follows:

LICENSEE shall pay to the FOUNDATION a royalty of two percent (2.0%) of
the Net Sales Price of Licensed Products. However, LICENSEE may request an
adjustment in said future royalty and, if LICENSEE can justify the need
for such adjustment, FOUNDATION shall consider such adjustment, although
it shall have no obligation to do so. Further, the royalty on any
transgenic Licensed Product shall be determined on a case-by-case basis by
FOUNDATION and LICENSEE such that LICENSEE's ability to profitably make,
use and sell such transgenic Licensed Product shall not be unduly impaired
and, in any event, such royalty on said transgenic Licensed Product shall
not exceed one quarter of one percent (0.25%). The parties acknowledge the
value of LICENSEE'S continued support of research conducted at Cornell
University and, in consideration of such support, FOUNDATION agrees to
credit any such monies provided to Cornell University beyond the one
hundred and fifty thousand dollars provided to Cornell from 1 May 1998
through 30 April 1999 against any future royalties owed by LICENSEE as
described in the RESEARCH SUPPORT section, hereinbelow.

-6-

The parties agree that any royalty owed to FOUNDATION by LICENSEE on the
sale of any Licensed Product which is based entirely on a Licensed Patent
Application or Licensed Patent which is jointly owned by FOUNDATION and
LICENSEE, shall be reduced by fifty percent (50%). If such a Licensed Product is
based partially on a jointly owned Licensed Patent Application or Licensed
Patent as well as on a Licensed Patent Application or Licensed Patent which is
solely owned by FOUNDATION, such royalty owed shall be reduced by twenty five
percent (25%).

DUTY OF DILIGENCE

The language of Section XII of the Agreement notwithstanding, the parties
agree to modify the terms and conditions of LICENSEE's duty of diligence as
follows:

LICENSEE's obligation to pursue introduction of transgenic Licensed
Products has been satisfied by providing unrestricted research support to
Cornell University of one hundred and fifty thousand dollars ($150,000)
for the period May 1998 through April 1999.

RESEARCH SUPPORT

LICENSEE agrees to provide one year of research support to Cornell
University of an amount not less than one hundred and fifty thousand dollars
($150,000) beginning in May of 1998. Such money shall not be creditable against
future royalties. However, any such research support beyond the one hundred and
fifty thousand dollars paid from 1 May 1998 through 30 April 1999 may be
credited against future royalty owed by LICENSEE as described hereinabove.

-7-

IN WITNESS WHEREOF, the parties have caused this instrument to be executed
in duplicate as of the day and year first above written.

ATTEST: CORNELL RESEARCH FOUNDATION, INC.

By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title Vice President
----------------------------------------

Date
----------------------------------------

ATTEST: EDEN BIOSCIENCE CORPORATION

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title President
----------------------------------------

Date
----------------------------------------

-8-

EXHIBIT 1

The following U.S. Patent Applications and any regular, divisional,
continuation, continuation-in-part applications and foreign equivalents are
hereby Licensed Patent Applications as defined in the Agreement:

1. ▇▇▇ ▇-▇▇▇▇, ▇▇ Patent Application No. 08/984,207, filed 12/03/97 as
"Hypersensitive Response Induced Resistance in Plants by Seed Treatment";
Inventors: ▇. ▇▇▇, ▇. ▇▇▇, S. Beer.

2. ▇▇▇ ▇-▇▇▇▇, ▇▇ Patent Application to be filed as "▇▇▇▇▇▇ of Xanthomonas
campestris pv pelargonni"; Inventors: Z. Wei, S. Beer.

3. ▇▇▇ ▇-▇▇▇▇, ▇▇ Patent Application No. (TBA: derived from provisional No.
60/048,109 filed 05/30/97), filed on 5/28/98 as "Hypersensitive Response
Elicitor Fragments Eliciting a Hypersensitive Response and Uses Thereof";
Inventors: ▇. ▇▇▇▇, S. Beer, ▇. ▇▇▇▇▇▇▇, Z. Wei.

4. ▇▇▇ ▇-▇▇▇▇, ▇▇ Patent Application No. (TBA: derived from provisional
patent application no. 60/036,048), filed on 1/26/98 as "Enhancement of
Plant Growth By ▇▇▇▇▇▇"; Inventors: ▇. ▇▇▇, Z. Wei, S. Beer.

5. ▇▇▇ ▇-▇▇▇▇, ▇▇ Patent Application No. (TBA: derived from provisional
patent application no. 60/039,226), filed on ??/??/98 as "Insect Control
With a Hypersensitive Response Elicitor"; Inventors: ▇. ▇▇▇▇▇▇, ▇. ▇▇▇.

6. ▇▇▇ ▇-▇▇▇▇, ▇▇ Patent Application No. (TBA: derived from provisional
patent application no. 60/055,108), to be filed before 8/6/98 as "HRPW, A
Newly Identified ▇▇▇▇▇▇ of Erwinia amylovora"; Inventors: S. Beer, ▇. ▇▇▇,
▇. ▇▇▇▇▇▇.

7. CRF D-2098, US Patent Application No. (TBA: derived from provisional
patent application no. 60/055,105) to be filed before August 6, 1998 as
"DspEF Locus of Erwinia Amylovora"; Inventors: ▇. ▇▇▇▇▇▇▇▇▇, ▇. ▇▇▇, ▇.
▇▇▇, S. Beer, ▇. ▇▇▇▇▇▇▇▇▇▇.

8. ▇▇▇ ▇-▇▇▇▇, ▇▇ Patent Application No. (TBA: derived from provisional
patent application no. 60/055,107) to be filed before August 6, 1998 as
"Hypersensitive Response Elicitor from Pseudomonas syringae and its Use";
Inventors: ▇. ▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇.

-9-

9. CRF D-2179, US Patent Application No. (TBA: derived from provisional
patent application no. 60/057,464) to be filed before September 3, 1998 as
"Use of Hypersensitive Response Elicitor from a Gram Positive Bacteria,
such as Clavibacter michiganensis, For Disease Resistance, Growth
Enhancement and Insect Control"; Inventors: S. Beer.

-10-

EXHIBIT 2

1. CRF D-2071, "System for Efficient Production of ▇▇▇▇▇▇ From Erwinia
amylovora"; Inventors: ▇. ▇▇▇▇▇, S. Beer.

-11-

EXHIBIT 3

-12-

AMENDMENT 3
to

CORNELL ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇

Schedule

The purpose of this Amendment is to extend the Subcontract period for an
additional period of performance beginning May 1, 1996 and ending April 30,
1999; and, to increase the estimated cost by $150,000 from 400,000 to 550,000.
This Amendment consists of the Schedule which is made a part of this Amendment
for all purposes

Changes

Replace Article 4, with:

4. Period of Performance. The Period of performance of this Agreement
will be May 1, 1996 through April 30, 1999.

Replace Article 6, with:

6. Cost and Payments:

6.1 It is agreed to and understood by the parties that the
University shall be reimbursed for all costs incurred in
connection with the Project up to the amount of $550,000 (the
"Project Cost"). It is estimated that the amount designated as
the Project Cost is sufficient to support Project expenses.

6.2 The Sponsor shall not be liable for any payment in excess of
the Project Cost unless this Agreement is modified in writing.
Within ninety (90) days after the termination of this
Agreement the University shall submit a final financial report
setting forth costs incurred. The report shall be accompanied
by a check in the amount, if any, of the excess of funds
advanced over costs incurred.

6.3 All checks shall be made payable to Cornell University and
sent to the address specified in Article 19, Notices. Payment
shall be made by the Sponsor according to the following
schedule.

To Accompany Letter of Intent $20,000
Upon Execution of this Agreement $17,500
August 1, 1995 $37,500
November 1, 1995 $37,500
February 1, 1995 $37,500
Upon execution of Amendment No. 1 $15,000
Monthly thereafter $10,000
Upon execution of Amendment No. 2 $15,000
Monthly thereafter $10,000
Upon execution of Amendment No. 3 $12,500
Monthly thereafter $12,500

Except as modified above, all terms and conditions of the Subcontract shall
remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have cause these presents to be executed in
duplicate on the dates indicated below.

UNIVERSITY EDEN BIOSCIENCE CORP.

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ---------------------------------
Grant and Contract Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and CEO

7/22/98 8/7/98
--------------------------------- ---------------------------------
Date Date

-2-

AMENDMENT NO. 4
to

CORNELL UNIVERSITY
OFFICE OF SPONSORED PROGRAMS

Agreement No. 28574

Schedule

The purpose of this Amendment is to extend the Subcontract period for an
additional period of performance beginning May 1, 1996 and ending April 30,
2000; and to increase the estimated cost by $150,000 increasing the total
Subcontract to $700,000.

Changes

Replace Article 4 with:

4. Period of Performance. The period of performance of this agreement
will be May 1, 1996 through April 30, 2000.

Replace Article 6 with:

6. Cost and Payments:

6.1 It is agreed to and understood by the parties that the
University shall be reimbursed for all costs incurred in
connection with the Project up to the amount of $700,000 (the
"Project Cost"). It is estimated that the amount designated as
the Project Cost is sufficient to support Project expenses.

6.2 The Sponsor shall not be liable for any payment in excess of
the Project Cost unless this Agreement is modified in writing.
Within 90 days after the termination of this Agreement, the
University shall submit a final financial report setting forth
costs incurred. The report shall be accompanied by a check in
the amount, if any, of the excess of funds advanced over costs
incurred.

6.3 All checks shall be made payable to Cornell University and
sent to the address specified in Article 19, Notices. Payment
shall be made by the Sponsor according to the following
schedule.

To Accompany Letter of Intent $ 20,000
Upon Execution of this Agreement $ 17,500
August 1, 1995 $ 37,500
November 1, 1995 $ 37,500
February 1, 1996 $ 37,500
Upon execution of Amendment 1 $ 15,000
Monthly thereafter $ 10,000
Upon execution of Amendment 2 $ 15,000
Monthly thereafter $ 10,000
Upon execution of Amendment 3 $ 12,500
Monthly thereafter $ 12,500
Upon execution of Amendment 4 $ 12,500
Monthly thereafter $ 12,500

Except as modified above, all terms and conditions of the Subcontract shall
remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have caused these presents to be executed in
duplicate on the dates indicated below

UNIVERSITY EDEN BIOSCIENCE CORP.

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Sr. Grant and Contract Officer President

4/22/99 4/22/99
--------------------------------- ---------------------------------
Date Date

-2-

AMENDMENT NO. 5
to

CORNELL UNIVERSITY
OFFICE OF SPONSORED PROGRAMS

Agreement No. 28574

Schedule

The purpose of this Amendment is to extend the Subcontract period for an
additional period of performance beginning May 1, 1996 and ending April 30,
2001; and to increase the estimated cost by $150,000, increasing the total
Subcontract to $850,000.

Changes

Replace Article 4 with:

4 Period of Performance

The period of performance of this agreement will be May 1, 1996 through
April 30, 2001.

Replace Article 6 with:

6. Cost and Payments

6.1 It is agreed to and understood by the parties that the
University shall be reimbursed for all costs incurred in
connection with the Project up to the amount of $850,000 (the
"Project Cost"). It is estimated that the amount designated as
the Project Cost is sufficient to support Project expenses.

6.3 All checks shall be made payable to Cornell University and
sent to the address specified in Article 19, Notices. Payment
shall be made by the Sponsor according to the following
schedule.

To accompany Letter of Intent $ 20,000
Upon execution of this Agreement $ 17,500
August 1, 1995 $ 37,500
November 1, 1995 $ 37,500
February 1, 1996 $ 37,500
Upon execution of Amendment 1 $ 15,000
Monthly thereafter $ 10,000
Upon execution of Amendment 2 $ 15,000
Monthly thereafter $ 10,000
Upon execution of Amendment 3 $ 12,500
Monthly thereafter $ 12,500
Upon execution of Amendment 4 $ 12,500
Monthly thereafter $ 12,500
Upon execution of Amendment 5 $ 12,500
Monthly thereafter $ 12,500

Except as modified above, all terms and conditions of the Subcontract
shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have caused these presents to be executed
in duplicate on the dates indicated below.

CORNELL UNIVERSITY EDEN BIOSCIENCE CORP.

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Sr. Grant and Contract Officer Title: President and CEO
Office of Sponsored Programs

4/17/2000 4/10/2000
--------------------------------- ---------------------------------
Date Date

-2-

[CORNELL RESEARCH FOUNDATION, INC. LETTER HEAD]

June 2, 2000

Mr. ▇▇▇▇▇ ▇▇▇▇▇▇
President and CEO
Eden Bioscience Corporation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Re: Our ref: CRF D-224-Beer et al.
LICENSE AMENDMENT
to the Exclusive License Agreement by and between Eden Bioscience
Corporation and Cornell Research Foundation Effective May 1, 1995
and Amended October 1, 1998 (hereinafter "License")

Effective the first day of June, 2000, the undersigned parties agree that
this Amendment hereby modifies the License as follows:

"The provisional patent application No. 09/350,852 entitled "Novel System
to Produce Proteins Via Fermentation" invented by ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇
and assigned to Cornell Research Foundation was filed in the United States
Patent and Trademark Office on January 26, 2000 and said application is hereby
added to the list of "Licensed Applications."

Notwithstanding the grant of rights conveyed to Eden Bioscience
Corporation in the License, Cornell Research Foundation retains the right to
license third parties the right to make, use and sell products covered by said
provisional patent application.

IN WITNESS THEREOF, the parties have caused this instrument to be executed
in duplicate as of the day and year of the last signature below.

Cornell Research Foundation, Inc. Eden Bioscience Corporation

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇. ▇▇▇▇▇▇
--------------------------------- ---------------------------------
By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By ▇. ▇▇▇▇▇▇
--------------------------- ---------------------------
Title Vice President Title President
--------------------------- ---------------------------
Date June 2, 2000 Date June 23, 2000
--------------------------- ---------------------------

[CORNELL RESEARCH FOUNDATION, INC. LETTER HEAD]

June 2, 2000

Re: Our ref: CRF D-2375-Beer et al.
LICENSE AMENDMENT
to the Exclusive License Agreement by and between Eden Bioscience
Corporation and Cornell Research Foundation Effective May 1, 1995
and Amended October 1, 1998 (hereinafter "License")

Effective the first day of June, 2000, the undersigned parties agree that
this Amendment hereby modifies the License as follows:

"The provisional patent application No. 60/178,565 entitled
"Oomycete-Resistant Transgenic Plants by Virtue of pathogen Induced Expression
of Heterologous Hypersensitive Response Elicitor" invented by ▇▇▇▇▇ ▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇ and assigned to Cornell Research Foundation was filed in the United
States Patent and Trademark Office on January 26, 2000 and said application is
hereby added to the list of "Licensed Applications."

IN WITNESS THEREOF, the parties have caused this instrument to be executed
in duplicate as of the day and year of the last signature below.

Cornell Research Foundation, Inc. Eden Bioscience Corporation

[UNITED STATES SECURITIES AND EXCHANGE COMMISSION LETTER HEAD]

September 11, 2000

P. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Coie LLP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Re: EDEN Bioscience Corporation
Incoming letter dated September 6, 2000

Dear ▇▇. ▇▇▇▇▇▇▇▇▇▇:

This letter is to inform you that your written request for a continuing
hardship exemption, as provided in Rule 202 of Regulation S-T, has been

|X| Granted |_| Denied

for the Exhibits to Exhibit 10.1 to Form S-1, 333-41028. A note of the exact web
address where the patent applications are available must be included in the
filing. Please include the following notation at the top of your document, "In
accordance with Rule 202 of Regulation S-T, this (specify document) is being
filed in paper pursuant to a continuing hardship exemption" and also include a
copy of this letter.

Sincerely,

/S/ S Pilkeitn

for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Office of ▇▇▇▇▇ &
Information Analysis

EXCLUSIVE LICENSE AGREEMENT THIS AGREEMENT, effective as of the first day of May 1995 (hereinafter "Effective Date"), by and between CORNELL RESEARCH FOUNDATION, INC., having offices at Cornell Business & Technology Park, 20 Thornwood Drive, Suite...

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