GENENCOR INTERNATIONAL INC
EXHIBIT 10.33
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<TYPE>EX-10.33
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<FILENAME>l05630aexv10w33.txt
<DESCRIPTION>EXHIBIT 10.33
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                                                                   Exhibit 10.33

DOW CORNING LETTERHEAD

December 16, 2003                                              ACCNO.: 30182

Genencor International, Inc.
925 Page Mill Road
Palo Alto, CA 94304
Attn: General Counsel

To Whom It May Concern:

This will refer to the Research Agreement between Dow Corning Corporation and
Genencor International, Inc. dated October 4, 2001 and the extension dated
February 11, 2003, relating to research in the areas of biosensors, bioenergy,
biomaterials, bioalkylation, biocatalysis, silicon-based materials,
bioseparations and formulations. The present Agreement expires on December 31,
2003.

Assuming Genencor International, Inc. wishes to continue working with Dow
Corning Corporation, we propose to extend the term of the above-mentioned
Agreement three (3) additional months. The new expiration date will be March 31,
2004. Other than for milestones achieved prior to December 31, 2003, no
additional Milestone payments are due from Dow Corning during the time period of
this Extension. All other terms and conditions of the Agreement will remain the
same.

If the above meets with your approval, please have both copies of this letter
signed by an authorized officer of Genencor International, Inc. and return one
fully executed original to:

                               Contract Team (CO1242)
                               Dow Corning Corporation
                               Law Department
                               2200 W. Salzburg Road
                               P.O. Box 994
                               Midland, MI 48686-0994

If you have any questions about this proposal please call the Dow Corning
contact for this agreement, Dave Cornelius at (989) 496-3265.

Very truly yours,                      ACCEPTED

DOW CORNING CORPORATION                GENENCOR INTERNATIONAL, INC.

By:    /s/ Gregg A. Zank               By:  /s/ Thomas J. Pekich
       ----------------------------          -----------------------------------
Name:  Gregg A. Zank                   Name: Thomas J. Pekich

Title: Executive Director              Title: Group Vice President, Bioproducts

Date:  18, December 2003               Date: Dec. 22, 2003

cc: David J. Cornelius, Dow Corning (CO43M1)

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