ALTA BIOPHARMA PARTNERS II, L.P.
      MANAGEMENT RIGHTS, INVESTMENTS IN CERTAIN COUNTRIES, INDEMNIFICATION


                                MANAGEMENT RIGHTS

This agreement  will confirm that pursuant to, and effective  upon, the purchase
of shares of stock of Deltagen,  Inc. (the "Company") by Alta BioPharma Partners
II,  L.P.  (the  "Investor").   Investor  will  be  entitled  to  the  following
contractual  management  rights,  in addition to rights to  nonpublic  financial
information,  inspection rights, and other rights  specifically  provided to all
investors in the financing:

     1)  Concurrent with the Investor's  purchase of the Company's  shares,  the
         board of directors of the Company shall elect a  representative  of the
         Investor  (initially  expected to be Edward  Penhoet) to a vacant class
         III directorship.

     2)  Investor shall be entitled to consult with and advise management of the
         Company on significant business issues, including management's proposed
         annual   operating  plans,  and  management  will  meet  with  Investor
         regularly  during  each year at the  Company's  facilities  at mutually
         agreeable times for such consultation and advice and to review progress
         in achieving said plans;

     3)  Investor  may  examine the books and records of the Company and inspect
         its facilities, and will receive upon request information at reasonable
         times and  intervals  concerning  the general  status of the  Company's
         financial  condition  and  operations,  provided  that access to highly
         confidential   proprietary  information  and  facilities  need  not  be
         provided;

     4)  If the Investor is not represented on the Company's Board of Directors,
         the Company shall give to a  representative  of the Investor  copies of
         all  notices,  minutes,  consents and other  material  that the Company
         provides to its  directors,  except that the  Investor  may be excluded
         from  access to any  material  or  meeting  or  portion  thereof if the
         Company  believes,  upon  advice of  counsel,  that such  exclusion  is
         reasonably  necessary to preserve  the  attorney-client  privilege,  to
         protect  highly  confidential  proprietary  information,  or for  other
         similar reasons.  Upon reasonable  notice and at a scheduled meeting of
         the Board of  Directors  or such other  time,  if any,  as the Board of
         Directors may determine in its sole discretion, such representative may
         address the Board of Directors with respect to the Investor's  concerns
         regarding significant business issues facing the Company.

The  aforementioned  rights  in  paragraphs  2-4 are  intended  to  satisfy  the
requirement of management rights for purposes of qualifying Investor's ownership
of stock in the Company as a "venture  capital  investment"  for purposes of the
Department of Labor "plan asset" regulations,  29 C.F.R.  ss.2510.3-101,  and in
the event the aforementioned  rights are not satisfactory for such purpose,  the
Company and  Investor  shall  reasonably




cooperate in good faith to agree upon mutually  satisfactory  management  rights
that satisfy such regulations.

Investor  agrees,  and any  representative  of Investor  will agree,  to hold in
confidence  and  trust  and not use or  disclose  any  confidential  information
provided to or learned by it in connection with its rights under this agreement.

The  rights  described  in  paragraphs  2-4  above are  nonassignable  and shall
terminate and be of no further force or effect upon the date upon which Investor
ceases to hold any shares of the Company's stock. The confidentiality provisions
hereof will survive any such termination.

                INVESTMENTS RELATING TO CERTAIN FOREIGN COUNTRIES

The  Company  hereby  represents  that  it  has  not  participated  and  is  not
participating in, an anti-Israeli  boycott within the scope of chapter 7 of Part
2 of Division 4 of Title 2 of the California  Government  Code as in effect from
time to time.

                                 INDEMNIFICATION

The  Company  will use its  reasonable  efforts to limit the  liability,  to the
fullest   extent   permissible   under  the   governing  law  of  its  state  of
incorporation, of any director representing Alta BioPharma Partners II, L.P. and
each of his or her affiliated parties.

Accepted and agreed this _____ day of May, 2002



                                       DELTAGEN, INC.

                                       By:______________________________________
                                       Name: Richard H. Hawkins
                                       Title: Chief Financial Officer