Item 1.01 Entry into a Material Definitive Agreement.

On May 29, 2009, Landec Ag, Inc. ("Landec Ag"), a subsidiary of Landec Corporation ("Landec"), entered into a First Amendment to License, Supply and R&D Agreement (the "Amendment") among Landec, Landec Ag and Monsanto Company ("Monsanto"), which amends the License, Supply and R&D Agreement (the "License Agreement") originally entered into by the same parties on December 1, 2006. Under the original License Agreement, at any time during the five year period following the date of the License Agreement, Monsanto had the right to purchase all of Landec Ag's outstanding shares of capital stock (the "Buy-Out Option") for $8,000,000 (the "Buy-Out Fee"). Pursuant to the Amendment, if the sale of Landec Ag to Monsanto pursuant to the exercise of such Buy-Out Option will be treated as an acquisition of assets for U.S. federal income tax purposes, the Buy-Out Fee shall be increased to $10,000,000.

The foregoing is a summary of the terms of the Amendment and does not purport to be complete. It is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.26.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.26 - First Amendment to License, Supply and R&D Agreement.

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