UNITED STATES SECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549









FORM 10-Q




(Mark One)


|[X] |  | Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the quarterly period ended September 30, 2007
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------



or


|[  ] |  | Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period from to _____________ to _________________
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



Commission File Number 0-31499




Eden Bioscience Corporation (Exact name of
registrant as specified in its charter)







|Washington                                                     |  |  |  | 91-1649604                       
|-------------------------------------------------------------- |  |  |  | ---------------------------------
|(State or other
jurisdiction of incorporation or organization) |  |  |  | (IRS Employer Identification No.)



11816 North Creek Parkway N. Bothell, Washington
98011-8201(Address of principal executive offices, including zip code)




(425) 806-7300(Registrants telephone
number, including area code)




Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [
]




Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule
12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]




Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]




State the number of shares outstanding of each of the
registrants classes of common equity, as of the latest practicable date:


|Class                          |  |  |  | Outstanding as of November 8,
2007
|------------------------------ |  |  |  | ----------------------------------
|Common Stock,
$.0025 Par Value |  |  |  | 8,149,554                         






---





Eden Bioscience Corporation




Index to Form 10-Q







|          |  |                                                                                                                        |    | Page
|--------- |  | ---------------------------------------------------------------------------------------------------------------------- | -- | ----
|Part
I.   |  | Financial Information                                                                                                  |    |     
|          |  |                                                                                                                        |    |     
|Item
1.   |  | Unaudited Financial Statements                                                                                         |    |     
|          |  |                                                                                                                        |    |     
|          |  | Condensed Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006                                   |    |     
|          |  |                                                                                                                        |    |     
|          |  | Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2007 and 2006 |    |     
|          |  |                                                                                                                        |    |     
|          |  | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006                  |    |     
|          |  |                                                                                                                        |    |     
|          |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                         |    |     
|          |  |                                                                                                                        |    |     
|Item
2.   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                  |    |     
|          |  |                                                                                                                        |    |     
|Item
3.   |  | Quantitative and Qualitative Disclosures About Market Risk                                                             |    |     
|          |  |                                                                                                                        |    |     
|Item
4.   |  | Controls and Procedures                                                                                                |    |     
|          |  |                                                                                                                        |    |     
|Part
II.  |  | Other Information                                                                                                      |    |     
|          |  |                                                                                                                        |    |     
|Item
1A.  |  | Risk Factors                                                                                                           |    |     
|          |  |                                                                                                                        |    |     
|Item
6.   |  | Exhibits                                                                                                               |    |     
|          |  |                                                                                                                        |    |     
|Signature |  |                                                                                                                        | 27 |     



-1-


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PART I  FINANCIAL INFORMATION




Item 1. Unaudited Financial Statements




EDEN BIOSCIENCE CORPORATION AND
SUBSIDIARIES




CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)




ASSETS


|                                                                                                                                                  |  |  |  | September 30, 2007 |              | December 31, 2006
|------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | ------------------ | ------------ | -----------------
|Current
assets:                                                                                                                                   |  |  |  |                    |              |                  
|Cash and cash
equivalents                                                                                                                         |  |  |  | $                  | 5,463,114    |                  
|Accounts
receivable, net of sales allowances                                                                                                      |  |  |  |                    |             |                  
|Note
receivable                                                                                                                                   |  |  |  |                    | 206,924      |                  
|Inventory,
current                                                                                                                                |  |  |  |                    | 64,484       |                  
|Prepaid
expenses and other current assets                                                                                                         |  |  |  |                    | 118,360      |                  
|Total current
assets                                                                                                                              |  |  |  |                    | 5,852,882    |                  
|Inventory,
non-current                                                                                                                            |  |  |  |                    | 35,825       |                  
|Property and
equipment, net                                                                                                                       |  |  |  |                    | 99           |                  
|Other
assets                                                                                                                                      |  |  |  |                    | 81,438       |                  
|Total
assets                                                                                                                                      |  |  |  | $                  | 5,970,244    |                  
|                                                                                                                                                 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                             
|Current
liabilities:                                                                                                                              |  |  |  |                    |              |                  
|Accounts
payable                                                                                                                                  |  |  |  | $                  | 79,057       |                  
|Accrued
liabilities                                                                                                                               |  |  |  |                    | 147,401      |                  
|Total current
liabilities                                                                                                                         |  |  |  |                    | 226,429      |                  
|Other long-term
liabilities                                                                                                                       |  |  |  |                    |             |                  
|Total
liabilities                                                                                                                                 |  |  |  |                    | 226,429      |                  
|                                                                                                                                                 
|Commitments and
contingencies                                                                                                                     |  |  |  |                    |              |                  
|                                                                                                                                                 
|Shareholders equity:                                                                                                                             |  |  |  |                    |              |                  
|Preferred
stock, $.01 par value, 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2007 and December 31, 2006       |  |  |  |                    |             |                  
|Common stock,
$.0025 par value, 33,333,333 shares authorized; 8,149,554 issued and outstanding shares at September 30, 2007 and December 31,
2006 |  |  |  |                    | 20,374       |                  
|Additional
paid-in capital                                                                                                                        |  |  |  |                    | 132,865,317  |                  
|Accumulated
other comprehensive income                                                                                                            |  |  |  |                    |             |                  
|Accumulated
deficit                                                                                                                               |  |  |  |                    | (127,141,905 | )                
|Total
shareholders equity                                                                                                                        |  |  |  |                    | 5,743,786    |                  
|Total
liabilities and shareholders equity                                                                                                        |  |  |  | $                  | 5,970,244    |                  



The accompanying notes are an integral part of these
statements.




-2-


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EDEN BIOSCIENCE CORPORATION AND
SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


|                                                                       |  |  |  | Three Months Ended September 30, |           | Nine Months Ended September 30, | 
|---------------------------------------------------------------------- |  |  |  | -------------------------------- | --------- | ------------------------------- | 
|
|Product
sales, net of sales allowances                                 |  |  |  | $                                | 55,845    |                                 | 
|                                                                      
|Operating
expenses:                                                    |  |  |  |                                  |           |                                 | 
|Cost of goods
sold                                                     |  |  |  |                                  | 32,908    |                                 | 
|Research and
development                                               |  |  |  |                                  |          |                                 | 
|Selling,
general and administrative                                    |  |  |  |                                  | 617,028   |                                 | 
|Loss on
impairment of equipment and leasehold improvements             |  |  |  |                                  |          |                                 | 
|Loss (gain)
on sale of equipment                                       |  |  |  |                                  |          |                                 | 
|Total
operating expenses                                               |  |  |  |                                  | 649,936   |                                 | 
|Loss from
operations                                                   |  |  |  |                                  | (594,091  | )                               | 
|                                                                      
|Other
income:                                                          |  |  |  |                                  |           |                                 | 
|Gain on sale
of Harpin Protein Technology                              |  |  |  |                                  |          |                                 | 
|Gain on sale
of investment                                             |  |  |  |                                  |          |                                 | 
|Interest
income                                                        |  |  |  |                                  | 79,469    |                                 | 
|Total other
income                                                     |  |  |  |                                  | 79,469    |                                 | 
|                                                                      
|Loss before
income taxes                                               |  |  |  |                                  | (514,622  | )                               | 
|Income taxes                                                           |  |  |  |                                  |          |                                 | 
|Net
loss                                                               |  |  |  | $                                | (514,622  | )                               | 
|Basic and
diluted net loss per share                                   |  |  |  | $                                | (0.06     | )                               | 
|Weighted
average shares outstanding used to compute net loss per share |  |  |  |                                  | 8,149,554 |                                 | 



The accompanying notes are an integral part of these
statements.




-3-


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EDEN BIOSCIENCE CORPORATION AND
SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


|                                                                            |  |  |  | Nine Months Ended September 30, |          
|--------------------------------------------------------------------------- |  |  |  | ------------------------------- | ---------
|
|Cash flows from
operating activities:                                       |  |  |  |                                 |          
|Net
loss                                                                    |  |  |  | $                               | (888,968 
|Adjustments
to reconcile net loss to net cash used in operating activities: |  |  |  |                                 |          
|Depreciation
and amortization                                               |  |  |  |                                 |         
|Gain on sale
of Harpin Protein Technology                                   |  |  |  |                                 | (113,968 
|Recognition
of cumulative translation adjustment                            |  |  |  |                                 | 103,470  
|Loss on
impairment of equipment and leasehold improvements                  |  |  |  |                                 |         
|Stock
compensation expense                                                  |  |  |  |                                 | 15,590   
|Gain on sale
of equipment                                                   |  |  |  |                                 |         
|Gain on sale
of investment                                                  |  |  |  |                                 |         
|Accretion
expense                                                           |  |  |  |                                 | 5,672    
|Deferred rent
payable                                                       |  |  |  |                                 | (1,406   
|Changes in
assets and liabilities:                                          |  |  |  |                                 |          
|Accounts
receivable                                                         |  |  |  |                                 | 174,150  
|Inventory                                                                   |  |  |  |                                 | 351,168  
|Prepaid
expenses and other assets                                           |  |  |  |                                 | 314,223  
|Accounts
payable                                                            |  |  |  |                                 | (200,196 
|Accrued
liabilities                                                         |  |  |  |                                 | (324,421 
|Net cash from
operating activities                                          |  |  |  |                                 | (564,686 
|                                                                           
|Cash flows from
investing activities:                                       |  |  |  |                                 |          
|Proceeds from
sale of Harpin Protein Technology                             |  |  |  |                                 | 1,903,074
|Purchase of
equipment                                                       |  |  |  |                                 |         
|Proceeds from
sale of investment                                            |  |  |  |                                 |         
|Proceeds from
sale of equipment                                             |  |  |  |                                 | 50,000   
|Net cash from
investing activities                                          |  |  |  |                                 | 1,953,074
|                                                                           
|Cash flows from
financing activities:                                       |  |  |  |                                 |          
|Proceeds from
issuance of common stock                                      |  |  |  |                                 |         
|Net cash from
financing activities                                          |  |  |  |                                 |         
|                                                                           
|Effect of
foreign currency exchange rates on cash and cash equivalents      |  |  |  |                                 | (110,499 
|                                                                           
|Net increase
(decrease) in cash and cash equivalents                        |  |  |  |                                 | 1,277,889
|Cash and cash
equivalents at beginning of period                            |  |  |  |                                 | 4,185,225
|Cash and cash
equivalents at end of period                                  |  |  |  | $                               | 5,463,114



The accompanying notes are an integral part of these
statements.




-4-


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EDEN BIOSCIENCE CORPORATION AND SUBSIDIARIESNOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS














1. Organization and Summary of Significant Accounting
Policies




Organization and Business




Eden Bioscience Corporation (Eden
Bioscience or the Company) was incorporated in the State of Washington on July 18, 1994. On February 28, 2007, the Company sold its
proprietary harpin protein-based technology and substantially all of its assets used in the manufacturing and distribution of harpin-based products
used in the worldwide agricultural and horticultural markets (Harpin Protein Technology) to Plant Health Care, Inc. (PHC). From
December 1, 2006 through February 28, 2007, the Company operated under an Independent Distribution Agreement whereby PHC served as the exclusive
distributor of the Companys products for all channels of trade, other than to retail distributors and consumers (the Home and Garden
Market), in substantially all worldwide territories. The Companys business strategy after the sale is to sell harpin protein-based products
to the Home and Garden Market (the Home and Garden Business) and use its available cash and any revenue generated from its Home and Garden
Business to explore whether there may be opportunities to realize potential value from its remaining business assets, primarily its tax loss
carryforwards.




The Company is subject to a number of
risks including, among others: realizing potential value from tax loss carryforwards is highly speculative and subject to numerous material
uncertainties; dependence on one manufacturer for the supply of harpin protein-based products; dependence on a limited number of products and the
commercialization of those products, which may not be successful; reliance on independent distributors and retailers to sell the Companys
products; ability to retain existing employees; and competition from other companies with greater financial, technical and marketing
resources.




Basis of Presentation




The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information
and pursuant to the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by U.S. generally accepted
accounting principles for complete financial statements. The balance sheet at December 31, 2006 has been derived from the audited financial statements
at that date but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial
statements. These financial statements and notes should be read in conjunction with the financial statements and notes as of and for the year ended
December 31, 2006 included in the Companys Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 30,
2007.




In the opinion of management, the
unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to state
fairly the financial information set forth therein. Results of operations for the three and nine months ended September 30, 2007 are not necessarily
indicative of the results expected for the full fiscal year or for any future period. Since the Company is continuing to sell harpin protein-based
products to the Home and Garden Market and historically has had one asset group for purposes of assessing asset impairment and one operating segment,
the condensed consolidated financial statements properly do not present discontinued operations.




On April 17, 2006, the Company amended
its Restated Articles of Incorporation to reduce the Companys number of authorized shares of common stock from 100,000,000 to 33,333,333 and to
effect a 1-for-3 reverse stock split of the Companys outstanding common stock. The reverse stock split was effective with respect to shareholders
of record at 5:00 p.m., Pacific daylight time, on April 18, 2006 and the Companys common stock began trading as adjusted for the reverse stock
split on April 19, 2006. As a result of the reverse stock split, each three shares of common stock were exchanged for one share of common stock and the
total number of shares outstanding was reduced from 24,406,870 shares to 8,135,554 shares. The Company has retroactively adjusted all the share
information to reflect the reverse stock split in the accompanying condensed consolidated financial statements and footnotes.




Liquidity




The Companys operating
expenditures have been significant since its inception. The Company currently anticipates that its operating expenses in 2007, although substantially
less than its operating expenses in 2006, will significantly exceed net sales of its harpin protein-based home and garden products (Home and
Garden Products) in the Home and Garden Market and that net losses and working capital requirements will consume a material




-5-


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EDEN BIOSCIENCE CORPORATION AND SUBSIDIARIESNOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)




amount of its cash resources in
2007. The Companys future capital requirements will depend on the success of its Home and Garden Business and its ability to successfully
implement its strategy of realizing potential value from its remaining business assets, primarily its tax loss carryforwards. The Company does not plan
to make a substantial investment toward the development of its Home and Garden Business. Management of the Company believes that the balance of its
cash and cash equivalents at September 30, 2007 will be sufficient to meet its anticipated cash needs for net losses, working capital and capital
expenditures for more than the next 12 months, although there can be no assurance in that regard.




Estimates Used in Financial Statement
Preparation




The preparation of financial statements
in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Examples include fair value and depreciable lives of property and equipment;
expense accruals; provisions for sales allowances, warranty claims, inventory valuation and classification; cash flow projections used in evaluating
whether asset impairment loss is recorded; fair value of stock compensation arrangements and bad debts. Such estimates and assumptions are based on
historical experience, where applicable, managements plans, use of a third-party valuation specialist and other assumptions. Estimates and
assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements prospectively when they are determined to
be necessary. Actual results could differ from these estimates.




Accounts and Note Receivable




In determining the adequacy of the
allowance for doubtful accounts, the Company considers a number of factors, including the aging of the accounts receivable portfolio, customer payment
trends, the financial condition of its customers, historical bad debts and current economic trends. Based upon an analysis of outstanding net accounts
and note receivable, no allowance for doubtful accounts was recorded at September 30, 2007 or December 31, 2006.




Inventory




Inventory is valued at the lower of
average cost or market. Costs include material, labor and overhead. The Company estimates inventory cost reductions based on expected sales value,
including expected bulk sale, the results of quality control testing and the amount and age of product in the Companys
inventory.




Property and Equipment




Equipment and leasehold improvements
are stated at estimated fair value as a result of asset impairment charges recorded as of June 30, 2006 in the amount of $4,880,516. Prior to June 30,
2006, equipment and leasehold improvements were stated at historical cost. Improvements and replacements are capitalized. Maintenance and repairs are
expensed when incurred. The provision for depreciation and amortization is determined using straight-line and units-of-production methods, which
allocate costs less salvage value over their estimated useful lives of two to twenty years. Leasehold improvements are amortized over the shorter of
their estimated useful lives or lease term, which range between two to ten years.




Long-lived assets are reviewed for
impairment whenever events or circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the Company compares
the carrying value of such assets to the undiscounted cash flows expected from the use of the assets and their eventual disposition. When necessary, an
impairment loss is recognized equal to the difference between the assets fair value and their carrying value.




Other Assets




As of September 30, 2007, other
non-current assets consist principally of prepaid insurance. As of December 31, 2006, other non-current assets consist principally of restricted
investments held as deposits in connection with the Companys operating lease. In the first quarter of 2006, the Company sold a minority stock
investment for $100,000 that resulted in a gain of $99,884.




Revenues




The Company recognizes revenue from
product sales, net of sales allowances, when product is delivered to its distributors and all significant obligations of the Company have been
satisfied, unless acceptance provisions or other




-6-


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EDEN BIOSCIENCE CORPORATION AND SUBSIDIARIESNOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)




contingencies or arrangements
exist. If acceptance provisions or contingencies exist, revenue is deferred and recognized later if such provisions or contingencies are satisfied. As
part of the analysis of whether all significant obligations of the Company have been satisfied or situations where acceptance provisions or other
contingencies or arrangements exist, the Company considers the following elements, among others: sales terms and arrangements, historical experience
and current incentive programs. Distributors do not have price protection or product-return rights. The Company provides an allowance for warranty
claims based on historical experience and expectations. Shipping and handling costs related to product sales that are paid by the Company are included
in cost of goods sold.




Sales allowances represent allowances
granted to independent distributors for sales and marketing support and are estimated based on the terms of the distribution arrangements or other
arrangements. Sales allowances are estimated and accrued when the related product sales are recognized or when services are provided and are paid in
accordance with the terms of the then-current distributor program arrangements or other arrangements. Distributor program arrangements expire annually,
generally on December 31.




Gross product sales and sales
allowances are as follows:


|                                                               |  |  |  | Three Months Ended September 30, |        | Nine Months Ended September 30, | 
|-------------------------------------------------------------- |  |  |  | -------------------------------- | ------ | ------------------------------- | 
|
|Gross product
sales                                            |  |  |  | $                                | 55,845 |                                 | 
|Sales
allowances                                               |  |  |  |                                  |       |                                 | 
|Elimination
of previously recorded sales allowance liabilities |  |  |  |                                  |       |                                 | 
|Product
sales, net of sales allowances                         |  |  |  | $                                | 55,845 |                                 | 



Net product sales by geographical
region were:


|                                       |  |  |  | Three Months Ended September 30, |        | Nine Months Ended September 30, | 
|-------------------------------------- |  |  |  | -------------------------------- | ------ | ------------------------------- | 
|
|United
States                          |  |  |  | $                                | 28,245 |                                 | 
|Spain                                  |  |  |  |                                  | 27,600 |                                 | 
|Other
regions                          |  |  |  |                                  |       |                                 | 
|Product
sales, net of sales allowances |  |  |  | $                                | 55,845 |                                 | 



Accounting for Stock Compensation




The Company maintains a stock equity
incentive plan under which it may grant non-qualified stock options, incentive stock options or restricted stock to employees, non-employee directors
and consultants. Effective January 1, 2006, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment (SFAS 123R). Total stock-based compensation expense recognized in the
condensed consolidated statements of operations for the three months ended September 30, 2007 and 2006 was $4,689 and $28,949, respectively. Total
stock-based compensation expense recognized in the condensed consolidated statements of operations for the nine months ended September 30, 2007 and
2006 was $15,590 and $232,908, respectively. As of September 30, 2007, total unrecognized stock-based compensation expense related to nonvested stock
options was approximately $8,000 and the Company expects to recognize approximately $3,000 in the remainder of 2007 and approximately $5,000 in
2008.




The expected life of each award granted
was calculated using the simplified method in accordance with Staff Accounting Bulletin No. 107. Expected stock price volatility is based
on historical volatility of the Companys stock. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon
issues with an equivalent remaining term. The Company has not paid dividends in the past and does not plan to pay any dividends in the near
future.




Income Taxes




The Company accounts for income taxes
under the provisions of FASB Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS No. 109). SFAS
No. 109 requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the
financial reporting and tax bases of assets and liabilities and operating loss and tax credit




-7-


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EDEN BIOSCIENCE CORPORATION AND SUBSIDIARIESNOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)




carryforwards using enacted tax
rates in effect for the year in which the differences and carryforwards are expected to reverse.




Foreign Currency Translation




The Company conducts its operations in
two primary functional currencies: the U.S. dollar and the euro. Balance sheet accounts of the Companys foreign operations are translated from
foreign currencies into U.S. dollars at period-end exchange rates while income and expenses are translated at average exchange rates during the period.
Cumulative translation gains or losses related to net assets located outside the U.S. are shown as a component of shareholders equity. Gains and
losses resulting from foreign currency transactions, which are denominated in a currency other than the entitys functional currency, are included
in the consolidated statements of operations. As of February 28, 2007, the cumulative translation adjustment related to the Companys European
subsidiary totaling $103,470 was reclassified from accumulated other comprehensive income and reported as part of the gain on sale of Harpin Protein
Technology as this subsidiary was substantially liquidated as a result of the sale to PHC. There were no significant gains or losses on foreign
currency transactions in the three and nine months ended September 30, 2007.




Net Loss per Share




Basic net loss per share is the net
loss divided by the average number of shares outstanding during the period. Diluted net loss per share is the net loss divided by the sum of the
average number of shares outstanding during the period plus the additional shares that would have been issued had all dilutive stock options been
exercised, less shares that would be repurchased with the proceeds from such exercise using the treasury stock method. The effect of including
outstanding stock options is antidilutive for all periods presented. Therefore, stock options totaling 444,688 and 824,459 as of September 30, 2007 and
2006, respectively, have been excluded from the calculation of diluted net loss per share.




2. Sale of Harpin Protein Technology to Plant Health Care,
Inc.




On February 28, 2007, under the terms
of an asset purchase agreement, the Company sold the Harpin Protein Technology to PHC for $1,396,824 in cash, net of transaction costs incurred after
January 1, 2007 totaling $103,176, a promissory note in the principal amount of $700,751 payable on December 28, 2007 and the assumption by PHC of
certain of the liabilities relating to or arising out of the Companys Harpin Protein Technology. The promissory note has an interest rate of 5%
per annum and is secured by equipment, certain intellectual property and other assets acquired by PHC and unconditionally guaranteed by PHCs
indirect parent, Plant Health Care plc. On June 6, 2007, PHC sold substantially all of the equipment that secured the promissory note and, in
accordance with the terms of the promissory note, paid the Company 75% of the proceeds from the sale which amounted to $506,250. The Company also sold
$261,820 of finished goods to PHC under the Independent Distribution Agreement. Harpin Protein Technology includes substantially all of the
Companys assets used in the creation of plant health technology incorporating harpin proteins and the manufacture of biopesticide, plant health
and nutrient products utilizing the Harpin Protein Technology. These assets include all intellectual property, contracts (including the Companys
license agreement with the Cornell Research Foundation (CRF) and manufacturing and office facility lease), equipment and inventory related
to the Companys worldwide agricultural and horticultural markets.




The sale of Harpin Protein Technology
to PHC resulted in a gain calculated as follows:


|Cash portion
of purchase price                        |  |  |  | $ | 1,500,000  |  
|----------------------------------------------------- |  |  |  | - | ---------- | -
|Promissory
note portion of purchase price             |  |  |  |   | 700,751    |  
|Less
transaction costs incurred after January 1, 2007 |  |  |  |   | (103,176   | )
|Assets sold
to PHC:                                   |  |  |  |   |            |  
|Inventory                                             |  |  |  |   | (1,895,978 | )
|Equipment
held for sale                               |  |  |  |   | (63,750    | )
|Property and
equipment held and used                  |  |  |  |   | (647,962   | )
|Liabilities
assumed by PHC:                           |  |  |  |   |            |  
|Accrued
liabilities                                   |  |  |  |   | 59,625     |  
|Other
long-term liabilities                           |  |  |  |   | 460,988    |  
|Recognition
of cumulative translation adjustment      |  |  |  |   | 103,470    |  
|Gain on sale
of assets to PHC                         |  |  |  | $ | 113,968    |  



-8-


---



EDEN BIOSCIENCE CORPORATION AND SUBSIDIARIESNOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)




Under the asset purchase agreement, all
liabilities and obligations under the Companys non-cancelable office and manufacturing facility lease were assigned to PHC as of February 28,
2007, including future minimum lease payments totaling $184,970 in 2007, $229,424 in 2008 and $238,366 in 2009. PHC provided all of the deposits
required by the lease to the landlord and the Companys restricted cash and deposit totaling $287,879 were released by the landlord and returned
to the Company in March 2007. In conjunction with the assignment of this lease, PHC also assumed the Companys liabilities recorded for rent
expense in excess of rent payments of $73,131 at February 28, 2007 and the Companys asset retirement obligation associated with this facility
lease of $287,857 at February 28, 2007.




Under the asset purchase agreement, all
rights, liabilities and obligations under the Companys exclusive worldwide licensing agreement with CRF for certain patents, patent applications
and biological material relating to harpin proteins and related technology have been assigned to PHC. As consideration for the license, the Company
originally issued 133,333 shares of common stock to CRF in May 1995, funded certain research and development activities at Cornell University and
agreed to pay a 2% royalty on net sales of current Harp-N-Tek Products that incorporate the licensed technology, subject to a $200,000 minimum annual
royalty payment. Effective July 1, 2006, the license agreement was amended to establish a development fund at CRF to advance harpin technology and
reduced the minimum obligation required to maintain the rights under the license agreement to contributions to the development fund of $100,000 in each
of the 2006, 2007 and 2008 license years. The amendment also required a payment to CRF of $100,000 by May 30, 2008, which was recorded in other
long-term liabilities on the balance sheet at December 31, 2006.




As of February 28, 2007, the cumulative
translation adjustment related to the Companys European subsidiary totaling $103,470 was reclassified from accumulated other comprehensive income
and reported as part of the gain on sale of Harpin Protein Technology as this subsidiary was substantially liquidated as a result of the sale to
PHC.




All of the Companys obligations
under the change-in-control agreement with Dr. Zhongmin Wei, the Companys former Chief Science Officer, were assigned to PHC and Dr. Wei resigned
from the Company on February 28, 2007. The agreement provides that, upon a change in control, as defined in the agreement, the Company or the acquiring
company would continue to employ Dr. Wei for a period of two years following such change in control. During that time, the agreement provides that the
position, authority, duties and responsibilities of Dr. Wei would be substantially the same as they were during the 90-day period prior to the change
in control, and that his annual base salary would be at least equal to his annual base salary established by the Companys Board of Directors
prior to the change in control. If, during this two-year period, the employment of Dr. Wei is terminated by the acquiring company other than for cause,
as defined in the agreements, or by the executive for good reason, as defined in the agreement, the terminated executive would be entitled to receive
(i) his annual base salary, and pro rata annual bonus, through the date of termination, and any deferred compensation; and (ii) a severance payment
equal to twice the sum of his annual base salary and the average of his past three annual bonuses.




The Company retained its cash, accounts
receivable, tax attributes and assets relating to its Home and Garden Business, consisting primarily of inventory designated for the Home and Garden
Market. In conjunction with the sale of its Harpin Protein Technology, the Company entered into a license and supply agreement with PHC, pursuant to
which PHC granted the Company an exclusive worldwide right and license to sell harpin protein-based products for the protection of plants and seeds and
the promotion of plant health in the Home and Garden Market and a royalty free, exclusive worldwide license to use the Messenger, MightyPlant and
Harp-N-Tek trademarks in connection with the sale of its Home and Garden Products. Under the license and supply agreement, PHC will supply the Company
harpin proteins and harpin-protein based products for its Home and Garden Business. The license and supply agreement will continue until the expiration
of the last U.S. or foreign patent relating to the products held or acquired by PHC in connection with the asset purchase agreement and, thereafter,
for automatic additional consecutive five year periods. The Company retained all liabilities associated with the Home and Garden Business and all
liabilities associated with its Harpin Protein Technology that occurred or existed prior to February 28, 2007 that were not specifically assumed by
PHC.




The Company has indemnified PHC and
Plant Health Care plc, and PHC and Plant Health Care plc have indemnified the Company, for any damages incurred in connection with a breach of the
Companys or PHCs and Plant Health Care plcs respective representations and warranties, covenants or obligations contained in the
asset purchase agreement. The Company has also indemnified PHC in connection with any losses relating to liabilities and obligations that the Company
retained after the sale of the Harpin Protein Technology, and PHC and Plant




-9-


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EDEN BIOSCIENCE CORPORATION AND SUBSIDIARIESNOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)




Health Care plc have indemnified
the Company against any losses relating to liabilities and obligations that PHC assumed in connection with the purchase of the Harpin Protein
Technology or that arise in connection with the ownership and operation of the Harpin Protein Technology after February 28, 2007. The indemnification
obligation will not apply until the aggregate amount of losses for which any party otherwise is entitled to be indemnified exceeds $50,000, at which
time the indemnified party will be entitled to be paid for the full amount of all losses, up to a maximum amount of $700,751, the principal amount of
PHCs promissory note.




3. Stock Options




At September 30, 2007, the Company had
reserved 113,332 shares of common stock for issuance under the 1995 Combined Incentive and Nonqualified Stock Option Plan, all of which had been
granted, and 1,149,392 shares for issuance under the 2000 Stock Incentive Plan. Options totaling 331,356 under the 2000 Stock Incentive Plan had been
granted at September 30, 2007, leaving 818,036 options available for future grant.




The following table summarizes stock
option activity:


|                                  |  |  |  | Number of Shares |          | Weighted Average Exercise Price Per Share
|--------------------------------- |  |  |  | ---------------- | -------- | -----------------------------------------
|Balance at
December 31, 2006      |  |  |  |                  | 741,384  |                                          
|Granted                           |  |  |  |                  |         |                                          
|Forfeited                         |  |  |  |                  | (296,696 | )                                        
|Balance at
September 30, 2007     |  |  |  |                  | 444,688  |                                          
|Exercisable at
September 30, 2007 |  |  |  |                  | 433,022  |                                          



4. Inventory




Inventory, at the lower of average cost
or market, consists of the following:


|                                      |  |  |  | September 30,2007 |         | December 31,2006
|------------------------------------- |  |  |  | ----------------- | ------- | ----------------
|Raw
materials                         |  |  |  | $                 | 15,015  |                 
|Bulk
manufactured goods               |  |  |  |                   |        |                 
|Finished
goods                        |  |  |  |                   | 85,294  |                 
|Total
inventory                       |  |  |  |                   | 100,309 |                 
|Less non-current
portion of inventory |  |  |  |                   | (35,825 | )               
|Current
portion of inventory          |  |  |  | $                 | 64,484  |                 



The non-current portion of inventory
consists of raw materials and finished goods that the Company does not expect to utilize in the next twelve months following the balance sheet
date.




As of December 31, 2006, the Company
reviewed assets for impairment in connection with the sale of the Companys Harpin Protein Technology to PHC by comparing the carrying value at
February 28, 2007 of assets sold to consideration received from PHC and recorded liabilities assumed by PHC. Based on this review, the carrying value
of inventory sold to PHC exceeded the consideration received from PHC and recorded liabilities assumed by PHC. Accordingly, the Company recorded a
$452,347 charge for impairment to inventory as of December 31, 2006.




5. Property and Equipment




Property and equipment are recorded at
estimated fair value using an orderly liquidation method and leasehold improvements were estimated to have zero fair value. At September 30, 2007,
property and equipment consist of assets used in the Companys Home and Garden Business. At December 31, 2006, property and equipment consists
primarily of assets used to manufacture and sell the Companys products and assets used in research and administration.




The Company recorded depreciation and
amortization of $174,667 for the three months ended June 30, 2006 and $350,744 for the six months ended June 30, 2006. No depreciation was recorded
after June 30, 2006 for equipment depreciated under the units-of-production method due to no production during the period or for equipment depreciated
under the straight-line method as estimated fair value approximated salvage value.




-10-


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EDEN BIOSCIENCE CORPORATION AND SUBSIDIARIESNOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)




In reviewing for impairment in
connection with the preparation of the Companys financial statements for the quarter ended June 30, 2006, the Company compared the carrying value
of such assets to updated undiscounted cash flows expected from the use of the asset group. As a result of continuing operating losses and lower sales
and growth rates in the first half of 2006 compared to forecasts, the carrying value of the group of assets exceeded undiscounted cash flows expected
from the use of this asset group. Consequently, the Company concluded on July 31, 2006 that a charge for impairment to its equipment and leasehold
improvements was required and a $4,880,516 impairment loss was recognized at June 30, 2006. The Company estimated the fair value of equipment using an
orderly liquidation method and no fair value was attributed to leasehold improvements.




6. Accrued Liabilities




Accrued liabilities consist of the
following:







|                                              |  |  |  | September 30,2007 |         | December 31,2006
|--------------------------------------------- |  |  |  | ----------------- | ------- | ----------------
|Compensation and
benefits                     |  |  |  | $                 | 55,785  |                 
|Legal fees and
expenses                       |  |  |  |                   | 2,205   |                 
|Facility
costs                                |  |  |  |                   |        |                 
|Research and
development field trial expenses |  |  |  |                   |        |                 
|Royalty                                       |  |  |  |                   |        |                 
|Marketing                                     |  |  |  |                   | 36,298  |                 
|Warranty                                      |  |  |  |                   | 25,000  |                 
|Other                                         |  |  |  |                   | 28,113  |                 
|Total accrued
liabilities                     |  |  |  | $                 | 147,401 |                 



7. Warranty Liability




The Company provides a limited warranty
to its customers that products, at the time of the first sale, conform to the chemical description on the label and under normal conditions are
reasonably fit for the purpose referred to in the directions for use, subject to certain inherent risks. The Company records, at time revenues are
recognized, a liability for warranty claims based on a percentage of sales. The warranty accrual percentage is reviewed periodically and adjusted as
necessary, based on historical experience, the results of product quality testing and future expectations. There were no changes to the Companys
warranty liability during the three months and nine months ended September 30, 2007.




8. Commitments and Contingencies




Employment Agreement




On July 25, 2007, the Company entered
into an employment agreement with Bradley S. Powell, its President and Chief Financial Officer. Under the terms of the employment agreement, the
Company has agreed to pay Mr. Powell an annual base salary initially set at $205,000, and a lump sum amount payable upon execution of the employment
agreement equal to the retroactive application of his annual base salary to December 15, 2006, the date on which he became the Companys
President. Mr. Powell may receive, at the Compensation Committees sole discretion, a bonus upon completion of an acquisition, merger or
consolidation to which the Company is a party. Mr. Powell is also entitled to participate, subject to and in accordance with applicable eligibility
requirements, in fringe benefit programs provided to other employees of the Company. The employment agreement includes noncompetition and
nonsolicitation provisions that apply to Mr. Powell during his employment and for a period of 18 months thereafter, and includes customary
nondisclosure and inventions assignment provisions.




The employment agreement extinguished
Mr. Powells change-in-control agreement, dated August 16, 2000, and severance agreement, dated January 28, 2002, in exchange for supplemental
payments totaling $356,145. The supplemental payments are payable in installments as follows: one-half was paid on July 25, 2007; one-quarter was paid
on September 30, 2007; and one-quarter is payable on January 1, 2008. Any remaining unpaid supplemental payment shall not be made in the event Mr.
Powells employment is terminated by the Company for cause, as defined in the agreement, or if Mr. Powell voluntarily terminates his employment
for any reason. If Mr. Powells employment is terminated by the Company without cause or as a result of his death or total disability, as defined
in the agreement, any remaining unpaid supplemental payment shall be accelerated and paid on the date of termination and Mr. Powells unvested
stock options would accelerate and become fully vested and exercisable.




-11-


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EDEN BIOSCIENCE CORPORATION AND SUBSIDIARIESNOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)




Legal Proceedings




The Company is subject to various
claims and legal actions that arise in the ordinary course of business and believes that the ultimate liability, if any, with respect to these claims
and legal actions will not have a material effect on its condensed consolidated financial statements.




9. Major Customers




Net product sales to the following
distributors accounted for more than ten percent of net revenues for the periods indicated:


|           |  |  |  | Three Months Ended September 30, |        | Nine Months Ended September 30, | 
|---------- |  |  |  | -------------------------------- | ------ | ------------------------------- | 
|
|Customer
A |  |  |  | $                                | 28,000 |                                 | 
|Customer
B |  |  |  |                                  |       |                                 | 
|Customer
C |  |  |  |                                  |       |                                 | 
|Customer
D |  |  |  |                                  |       |                                 | 
|Customer
E |  |  |  |                                  |       |                                 | 
|Customer
F |  |  |  |                                  |       |                                 | 
|Customer
G |  |  |  |                                  |       |                                 | 
|Customer
H |  |  |  |                                  |       |                                 | 



**  Less than ten percent.




10.  Income Taxes




The Company files a U.S. Federal and
certain foreign and state tax returns and did not record an income tax benefit for any of the periods presented because it has experienced operating
losses since inception. The Companys total U.S. Federal tax net operating loss carryforwards were approximately $115,800,000 at December 31, 2006
and expire between 2009 and 2026. The Companys total foreign tax net operating loss carryforwards were approximately $8,400,000 at December 31,
2006 of which $5,600,000 expires between 2007 and 2016 and approximately $2,800,000 does not expire. The Company has total net operating loss
carryforwards in 19 U.S. states that range from approximately $12,500,000 to approximately $2,000 per state and expire between 2007 and 2026. The
Companys total U.S. general business credit carryforwards were approximately $1,400,000 at December 31, 2006 and expire between 2013 and
2026.




If the Company were to undergo an
ownership change as defined in Section 382 of the U.S. Internal Revenue Code (the Code), its net tax loss and general business credit
carryforwards generated prior to the ownership change would be subject to annual limitations, which could reduce, eliminate, or defer the utilization
of these losses. Based upon an analysis completed during the third quarter of 2007 of past changes in the Companys ownership, the Company
believes that it has experienced ownership changes (as defined under Section 382) on March 20, 1996 and October 2, 2000 and absent any other ownership
changes in the future, there are no significant limitations on the Companys future ability to use tax loss carryforwards generated prior to those
dates. The Company does not believe that the sale to PHC resulted in another ownership change that would further limit its future ability to use tax
loss carryforwards generated after October 2000 because it was a sale of assets. However, the IRS or some other taxing authority may disagree with the
Companys position and contend that the Company has already experienced other such ownership changes or that the sale of assets resulted in an
ownership change. In such case, the Companys ability to use its tax loss carryforwards to offset future taxable income would be severely limited.
If the sale of assets to PHC results in an ownership change as defined in Section 382 of the Code, the Companys tax loss carryforwards available
to offset future taxable income could be severely limited and the tax loss carryforwards may expire as a result of the limitation. If an ownership
change does not occur as a result of the sale to PHC, there is still the potential for an ownership change to occur under Section 382 as a result of
future changes in stock ownership. Net operating loss carryforwards may expire if the Company does not generate sufficient income to utilize the losses
before their normal expiration. In addition to Section 382, certain other statutory provisions and common law doctrine could limit the Companys
opportunities to realize potential value from, or otherwise adversely affect the Companys ability to preserve and utilize, the Companys tax
loss carryforwards.




-12-


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11. Shareholder Rights Plan




The Board of Directors of Eden
Bioscience Corporation declared a dividend of one preferred share purchase right for each outstanding share of the Companys common stock pursuant
to a rights agreement dated as of June 1, 2007, between Eden Bioscience and Mellon Investor Services LLC as Rights Agent (the Rights
Agreement). The dividend was paid on June 4, 2007 to the Companys shareholders of record on that date. In addition, the Board of Directors
authorized the issuance of one preferred share purchase right for each additional share of common stock that becomes outstanding between June 1, 2007
and the earliest of:


| |  | the distribution date, which is the earliest of: (1) the close
of business on the tenth business day after a public announcement that a person has acquired beneficial ownership of 5% or in the case of any person or
group that owned beneficially 5% or more of the outstanding shares of common stock on June 1, 2007, 13% (or 18% in the case of SF Holding Corp., an
existing investor that owns in excess of 16% of the outstanding shares) or more of the outstanding shares of common stock (such 5% or 13% being
hereafter referred to as the Requisite Percentage); and (2) a date that the Board of Directors designates following the commencement of, or
first public disclosure of an intent to commence, a tender or exchange offer for outstanding shares of common stock that could result in the offeror
becoming the beneficial owner of the Requisite Percentage or more of the outstanding shares of common stock;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the date on which the rights expire, June 1, 2017;
and
|- |  | ------------------------------------------------------

| |  | the date, if any, on which the Board of Directors redeems the
preferred share purchase rights.
|- |  | ----------------------------------------------------------------------------------------------



Each preferred share purchase right
entitles its registered holder to purchase from the Company one one-hundredth of a share of the Series R Participating Cumulative Preferred Stock, at a
price of $12.00 per one one-hundredth of a preferred share, subject to adjustment as described below.




To preserve the economic value of the
preferred share purchase rights, the number of preferred shares or other securities issuable upon exercise of a preferred share purchase right, the
purchase price, the redemption price and the number of preferred share purchase rights associated with each outstanding common share are all subject to
adjustment by the Board of Directors. The Board of Directors may make adjustments in the event of any change in the common or preferred shares,
including, for example, changes associated with stock dividends or stock splits, recapitalizations, mergers or consolidations, split-ups, split-offs or
spin-offs, or distributions of cash, assets, options, warrants, indebtedness or subscription rights to holders of common or preferred
shares.




If a person acquires beneficial
ownership of the Requisite Percentage or more of the Companys outstanding shares of common stock after June 1, 2007, the preferred share purchase
rights will entitle each right holder, other than such person or any affiliate or associate of that person, to purchase, for the purchase price, the
number of shares of common stock which at the time of the transaction would have a market value of twice the purchase price.




After a person becomes the beneficial
owner of the Requisite Percentage or more of the outstanding shares of common stock, but before a person becomes the beneficial owner of more than 50%
of these shares, the Board of Directors may elect to exchange each preferred share purchase right, other than those that have become null and void and
nontransferable as described above, for shares of common stock, without payment of the purchase price. The exchange rate in this situation would be
one-half of the number of shares of common stock that would otherwise be issuable at that time upon the exercise of one preferred share purchase
right.




At any time prior to any person
acquiring beneficial ownership of the Requisite Percentage or more of the outstanding shares of common stock, the Board of Directors may redeem the
preferred share purchase rights in whole, but not in part. The redemption price of $0.0025 per preferred share purchase right, subject to adjustment as
provided in the Rights Agreement, may be paid in cash, shares of common stock or other Eden Bioscience securities deemed by the Board of Directors to
be at least equivalent in value.




At any time prior to any persons
or groups acquiring beneficial ownership of the Requisite Percentage or more of the outstanding shares of common stock, the Board of Directors
may, without the approval of any holder of the preferred share purchase rights, supplement or amend any provision of the Rights Agreement, including
the date on which the distribution date or expiration date would occur, the time during which the preferred share purchase rights may be redeemed and
the terms of the preferred shares.




The principal purpose of the preferred
share purchase rights is to protect the utilization of the Companys net operating tax loss carryforwards, which could be jeopardized in the event
that any investor accumulates a large




-13-


---



position in the Companys
stock. The preferred share purchase rights have certain antitakeover effects and will cause substantial dilution to a person that attempts to acquire
Eden Bioscience on terms not approved by the Board of Directors. The preferred share purchase rights should not affect any prospective offeror willing
to make an all cash offer at a full and fair price, or willing to negotiate with the Board of Directors. Similarly, the preferred share purchase rights
will not interfere with any merger or other business combination approved by the Board of Directors since the board of directors may, at its option,
redeem all, but not less than all, of the then outstanding preferred share purchase rights at the redemption price.




-14-


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Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations




This discussion and analysis should
be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes thereto included in this report and with
our 2006 audited financial statements and notes thereto included in our most recent Annual Report on Form 10-K, which was filed with the Securities and
Exchange Commission on March 30, 2007.




This Quarterly Report on Form 10-Q
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties,
such as statements regarding the impact of the asset sale on our future financial condition and results of operations; our ability to preserve and
employ our tax loss carryforwards; our belief that our cash balance at September 30, 2007 will be sufficient to meet anticipated cash needs for more
than the next 12 months; and our belief that we will significantly reduce operating expenses during 2007. We use words such as anticipate,
believe, expect, future, intend, and the negative of these terms and similar expressions to identify
forward-looking statements. However, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Our actual results could differ
materially from those anticipated in these forward-looking statements for many reasons, including the following factors:


| |  | Our inability to
realize value from our tax loss carryforwards.
|- |  | ---------------------------------------------------------------

| |  | Our inability to use our tax loss carryforwards because we
are unable to generate taxable income.
|- |  | -------------------------------------------------------------------------------------------------

| |  | IRS challenge of the amount of our tax loss
carryforwards.
|- |  | ----------------------------------------------------------

| |  | Changes in legislation that could negatively affect our
ability to use the tax benefits associated with our tax loss carryforwards.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------

| |  | Our inability to be successful in our Home and Garden
Business, which has a limited operating history, has generated only limited revenue to date and in which we do not currently expect to substantially
increase our investment.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The failure of PHC to perform its obligations under the
promissory note issued in connection with the sale of our Harpin Protein Technology or of Plant Health Care plc to perform its obligations under the
guaranty, in which case we may not receive some or all of the deferred consideration payable by PHC under the asset purchase agreement, which could
adversely affect our operations.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our inability to reduce operating losses and negative cash
flow and achieve profitability or sustain operations.
|- |  | ----------------------------------------------------------------------------------------------------------------

| |  | The failure of PHC, on whom we are dependent for the
manufacture and supply of harpin proteins and harpin protein-based products for our Home and Garden Business, to provide timely delivery of
high-quality products, which could adversely affect our business and results of operations.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our inability to be successful in building greater market
awareness and increasing sales in our Home and Garden Business, which is relatively new and has limited market awareness.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our inability to establish or maintain successful
relationships with independent distributors and retailers, which could adversely affect our sales and our ability to generate revenue from our Home and
Garden Business.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our inability to compete successfully in the market for Home
and Garden Products.
|- |  | ---------------------------------------------------------------------------------

| |  | Our inability to compete with PHCs Harpin Protein
Technology business until after February 28, 2009.
|- |  | -----------------------------------------------------------------------------------------------------

| |  | Our inability to achieve profitability or our inability to
identify and acquire other businesses on favorable terms in order to increase our revenues and generate new income.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our inability to obtain regulatory approvals, or to comply
with ongoing and changing regulatory requirements, which could delay or prevent sales of our current or any future Home and Garden
Products.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our inability to adequately distinguish our products from
genetically modified plants and products, which could negatively impact market acceptance and regulatory approval of our products.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The occurrence of product liability claims which could
adversely affect our operations.
|- |  | ---------------------------------------------------------------------------------------



-15-


---

| |  | Rapid changes in technology, which could render our current
or any future products we may develop unmarketable or obsolete.
|- |  | ---------------------------------------------------------------------------------------------------------------------------

| |  | Our inability to retain our existing personnel, which could
impair our ability to successfully manage our business or achieve our objectives.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------



More information about factors that
potentially could affect our financial results and our business include, but are not limited to, those discussed under Item 1A Risk Factors
in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2007, as updated in our Quarterly Report
on Form 10-Q for the quarter ended June 30, 2007 filed with the SEC on August 10, 2007, and in this Quarterly Report on Form 10-Q. You should not place
undue reliance on our forward-looking statements, which apply only as of the date of this report. The cautionary statements made in this report apply
to all forward-looking statements wherever they appear in this report. Except as may be required by law, we undertake no obligation to release publicly
any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.




Overview




We have incurred significant operating
losses since our inception in 1994. As of September 30, 2007, we had an accumulated deficit of $127,141,876. We incurred net losses of $888,968 in the
first nine months of 2007, $9,445,185 in 2006, $10,857,865 in 2005, and $8,886,252 in 2004. On February 28, 2007, we sold our proprietary harpin
protein-based technology and substantially all of our assets used in our worldwide agricultural and horticultural markets to PHC for $2,097,575 (net of
transaction costs incurred after January 1, 2007) and assumption of certain liabilities by PHC, including all of our obligations under our office and
manufacturing facility lease, under our license with the Cornell Research Foundation (CRF) and under our change in control agreement with
our former Chief Science Officer, Dr. Zhongmin Wei. From December 1, 2006 through February 28, 2007, we operated under an Independent Distribution
Agreement whereby PHC served as the exclusive distributor of our products for all channels of trade, other than the Home and Garden Market, in
substantially all worldwide territories. We believe that this sale will enable us to significantly reduce our future operating losses and liabilities,
generate cash for our Home and Garden Business and preserve the potential future value of our remaining business assets, primarily our tax loss
carryforwards. As described in more detail below, we retained our cash, accounts receivable and assets relating to our Home and Garden Business. As
part of the closing, we entered into a license and supply agreement with PHC, pursuant to which PHC granted us an exclusive worldwide right and license
to sell harpin protein-based products for the protection of plants and seed and the promotion of overall plant health in the Home and Garden Market and
a royalty free, exclusive worldwide license to use the Messenger, MightyPlant and Harp-N-Tek trademarks in connection with the sale of our Home and
Garden Products. Under the license and supply agreement, PHC will supply us harpin proteins and harpin-protein based products for our Home and Garden
Business. We retained all liabilities associated with the Home and Garden Business and all liabilities associated with the Harpin Protein Technology
that occurred or existed prior to February 28, 2007 that were not specifically assumed by PHC.




Our business strategy following the
sale is to use any revenue generated by our Home and Garden Business to support our continued operations while we explore whether there may be
opportunities to realize potential value from our remaining business assets, primarily our tax loss carryforwards. We have no current intention to make
substantial investments to grow our Home and Garden Business. We expect to incur additional net losses as we proceed with our Home and Garden Business
and as we explore whether there may be opportunities to realize potential value from our remaining business assets, primarily our tax loss
carryforwards.




Sale of Harpin Protein Technology to Plant Health Care,
Inc.




On February 28, 2007, under the terms
of the Asset Purchase Agreement, we sold our Harpin Protein Technology to PHC for $1,396,824 in cash, net of transaction costs incurred after January
1, 2007 totaling $103,176, a promissory note in the principal amount of $700,751 payable on December 28, 2007 and the assumption by PHC of certain of
the liabilities relating to or arising out of our Harpin Protein Technology totaling $520,613. The promissory note has an interest rate of 5% per annum
and is secured by equipment, certain intellectual property and other assets acquired by PHC and unconditionally guaranteed by PHCs indirect
parent, Plant Health Care plc. On June 6, 2007, PHC sold substantially all of the equipment that secured the promissory note and, in accordance with
the terms of the promissory note, paid us 75% of the proceeds from the sale which amounted to $506,250. Harpin Protein Technology includes
substantially all of our assets used in the creation of plant health technology incorporating harpin proteins and the manufacture of biopesticide,
plant health and nutrient products utilizing the Harpin Protein Technology. These assets include all intellectual property, contracts (including our
license agreement




-16-


---



with CRF and our office and
manufacturing facility lease), equipment and inventory related to our worldwide agricultural and horticultural markets.




We believe that the sale of our Harpin
Protein Technology will have the following effects on our future financial condition and results of operations:


| |  | Product sales are expected to decrease significantly in 2007
compared to 2006. The Harpin Protein Technology accounted for 91% of gross product sales in 2006.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Cost of goods sold is expected to decrease significantly in 2007
compared to 2006 as a result of the decrease in product sales and the elimination of idle capacity charges after February 28, 2007.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Research and development expenses are expected to decrease to
less than $140,000 in 2007.
|- |  | -----------------------------------------------------------------------------------------

| |  | Selling, general and administrative expenses are expected to
decrease significantly in 2007 compared to 2006.
|- |  | -------------------------------------------------------------------------------------------------------------



The sale of our Harpin Protein
Technology had the following effects on our condensed consolidated financial statements:


| |  | Cash and cash equivalents increased by $1,500,000 on February
28, 2007. This increase was offset by the payment of transaction costs totaling $103,176 incurred and recorded in the first three months of 2007
(approximately $320,000 was incurred and recorded in selling, general and administrative expense in 2006). Cash and cash equivalents also increased and
other long-term assets decreased by $287,879 for the release of restricted cash and return of deposit by the facility lease landlord. On June 6, 2007,
cash and cash equivalents increased and note receivable decreased by $506,250 as a result of collecting a portion of the note receivable from
PHC.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Current inventory decreased by $1,895,978 for inventory sold to
PHC. We also sold $261,820 of finished goods to PHC under our Independent Distribution Agreement with PHC. The remaining inventory consists primarily
of raw materials and finished goods used for our Home and Garden Business.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Other current assets decreased by $63,750 for equipment
classified as held for sale and sold to PHC.
|- |  | ----------------------------------------------------------------------------------------------------

| |  | Property and equipment decreased by $647,962 for assets sold to
PHC.
|- |  | --------------------------------------------------------------------

| |  | Current accrued liabilities decreased by $59,625 due to
PHCs assumption of these liabilities.
|- |  | ----------------------------------------------------------------------------------------------

| |  | Other long-term liabilities decreased to zero due to PHCs
assumption of our office and manufacturing facility lease liabilities recorded for rent expense in excess of rent payments totaling $73,131 and asset
retirement obligation of $287,857 and our $100,000 liability to CRF.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | As of February 28, 2007, the cumulative translation adjustment
related to our European subsidiary totaling $103,470 was reclassified from accumulated other comprehensive income and reported as part of the gain on
sale of Harpin Protein Technology as this subsidiary was substantially liquidated as a result of the sale to PHC.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The sale of Harpin Protein Technology
to PHC resulted in a gain calculated as follows:


|Cash portion
of purchase price                        |  |  |  | $ | 1,500,000  |  
|----------------------------------------------------- |  |  |  | - | ---------- | -
|Promissory
note portion of purchase price             |  |  |  |   | 700,751    |  
|Less
transaction costs incurred after January 1, 2007 |  |  |  |   | (103,176   | )
|Assets sold
to PHC:                                   |  |  |  |   |            |  
|Inventory                                             |  |  |  |   | (1,895,978 | )
|Equipment
held for sale                               |  |  |  |   | (63,750    | )
|Property and
equipment held and used                  |  |  |  |   | (647,962   | )
|Liabilities
assumed by PHC:                           |  |  |  |   |            |  
|Accrued
liabilities                                   |  |  |  |   | 59,625     |  
|Other
long-term liabilities                           |  |  |  |   | 460,988    |  
|Recognition
of cumulative translation adjustment      |  |  |  |   | 103,470    |  
|Gain on sale
of assets to PHC                         |  |  |  | $ | 113,968    |  



-17-


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Additionally, future minimum lease
payments under the non-cancelable office and manufacturing facility lease totaling $184,970 in 2007, $229,424 in 2008 and $238,366 in 2009 were assumed
by PHC as of February 28, 2007.




All of our rights, liabilities and
obligations under the exclusive worldwide license agreement with CRF for certain patents, patent applications and biological material relating to
harpin proteins and related technology have been assigned to PHC. The license agreement required funding of certain research and development activities
at Cornell University and payment of a 2% royalty on net sales of products that incorporate the licensed technology, subject to a $200,000 minimum
annual royalty payment. Effective July 1, 2006, the license agreement was amended to establish a development fund at CRF to advance harpin technology
and reduced the minimum obligation required to maintain the rights under the license agreement to contributions to the development fund of $100,000 in
each of the 2006, 2007 and 2008 license years.




We have agreed to indemnify PHC and
Plant Health Care plc, and PHC and Plant Health Care plc each has agreed to indemnify us, for any damages incurred in connection with a breach of our
or PHCs and Plant Health Care plcs respective representations and warranties, covenants and obligations contained in the Asset Purchase
Agreement. We have also agreed to indemnify PHC in connection with any losses relating to liabilities and obligations that we retained after the sale
of the Harpin Protein Technology, and PHC and Plant Health Care plc each has agreed to indemnify us against any losses relating to liabilities and
obligations that PHC assumed in connection with the purchase of the Harpin Protein Technology or that arise in connection with the ownership and
operation of the Harpin Protein Technology after February 28, 2007. The indemnification obligations do not apply until the aggregate amount of losses
for which any party otherwise is entitled to be indemnified exceeds $50,000, at which time the indemnified party will be entitled to be paid for the
full amount of all losses, up to a maximum amount of $700,751, the principal amount of PHCs promissory note.




Results of Operations




Three Months and Nine Months Ended September 30, 2007 and
2006Revenues




Product sales revenue through February
28, 2007, prior to the sale of our Harpin Protein Technology, has resulted primarily from sales of Messenger STS, N-HibitTM, ProActTM, MightyPlantTM and other related products (hereafter referred to collectively as Harp-N-TekTM products) primarily to distributors in the agricultural markets in the United States and Spain. Product sales
revenue after the sale of our Harpin Protein Technology has resulted primarily from sales of Messenger and Messenger Seed Treatment primarily to
distributors and consumers in the Home and Garden Market in the United States. Revenues from product sales are recognized when (a) the product is
delivered to independent distributors, (b) we have satisfied all of our significant obligations and (c) any acceptance provisions or other
contingencies or arrangements have been satisfied, including whether collection is reasonably assured. As part of the analysis of whether all of our
significant obligations have been satisfied or situations where acceptance provisions or other contingencies or arrangements exist, we consider the
following elements, among others: sales terms and arrangements, historical experience and current incentive programs. Our distributor arrangements
provide no price protection or product-return rights. Net product sales by geographical region were:


|                                       |  |  |  | Three Months Ended September 30, |        | Nine Months Ended September 30, | 
|-------------------------------------- |  |  |  | -------------------------------- | ------ | ------------------------------- | 
|
|United
States                          |  |  |  | $                                | 28,245 |                                 | 
|Spain                                  |  |  |  |                                  | 27,600 |                                 | 
|Other
regions                          |  |  |  |                                  |       |                                 | 
|Product
sales, net of sales allowances |  |  |  | $                                | 55,845 |                                 | 



Net product sales revenue for the third
quarter of 2007 was $55,845, a decrease of $202,439 from $258,284 in the same quarter of 2006. Net product sales revenue for the first nine months of
2007 was $327,744, a decrease of $3,338,967 from $3,666,711 in the first nine months of 2006. The decrease is a result of selling our Harpin Protein
Technology to PHC on February 28, 2007, which was offset by the recognition of sales of Messenger STS in Spain, as described below. Net product sales
to foreign customers in other regions were zero in 2007 and $98,824 in the third quarter of 2006 and $217,019 in the first nine months of 2006. This
decrease was due to the sale of our Harpin Technology to PHC and our Independent Distribution Agreement entered into with PHC on December 1, 2006,
whereby product orders received from customers in other regions were fulfilled by PHC in the United States.




Net product sales to consumers in the
Home and Garden Market in the United States totaled $28,245 and $33,345 in the three months ended September 30, 2007 and 2006, respectively, and
$237,303 and $376,961 in the




-18-


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nine months ended September 30,
2007 and 2006, respectively. We believe this decrease in sales volume is due to higher levels of product inventory in the distribution channel, lower
spending on personnel, marketing and advertising and poor weather conditions in the first half of 2007. We expect sales to consumers in this market in
the fourth quarter of 2007 to be slightly higher than to sales in the fourth quarter of 2006 which totaled $8,009. Our only two employees in home and
garden sales and marketing resigned effective on July 20, 2007 and August 14, 2007. Although we intend to continue to operate our home and garden
business with our remaining two employees, we do not currently intend to fill these positions at this time and do not intend to significantly increase
our investment toward the development of this business. We expect this to negatively impact our sales in the fourth quarter of 2007.




In February 2004, we received approval
to sell Messenger in Spain. We initiated marketing activities in March 2004, but the approval was not received in time to meet initial sales activity.
In order to ensure that an adequate supply of Messenger STS was quickly disbursed in the new distribution channel and to limit the amount of working
capital required by our new distributors at this early stage of introduction, we granted flexible and/or extended payment terms to distributors in this
new market. Because of this combination of factors, revenues from product deliveries to certain distributors were deferred and are recognized as
payment is received. We recognized net revenue of $27,600 in the third quarter of 2007 and $47,432 in the first nine months of 2007.




Due to the growing seasons in the
United States, we expect usage of our Home and Garden Products to be highly seasonal. Based on the recommended application timing, we expect the second
quarter to be the most significant period of use. Our Home and Garden Product sales to distributors are also expected to be seasonal. However, actual
timing of orders received from distributors will depend on many factors, including the amounts of our products in distributors
inventories.




Sales Allowances




Product sales revenue is reported net
of applicable sales allowances, as follows:


|                                                               |  |  |  | Three Months Ended September 30, |        | Nine Months Ended September 30, | 
|-------------------------------------------------------------- |  |  |  | -------------------------------- | ------ | ------------------------------- | 
|
|Gross product
sales                                            |  |  |  | $                                | 55,845 |                                 | 
|Sales
allowances                                               |  |  |  |                                  |       |                                 | 
|Elimination
of previously recorded sales allowance liabilities |  |  |  |                                  |       |                                 | 
|Product
sales, net of sales allowances                         |  |  |  | $                                | 55,845 |                                 | 



Sales allowances represent allowances
granted to independent distributors for sales and marketing support and are estimated based on the terms of the distribution arrangements. Sales
allowances are estimated and accrued when the related product sales revenue is recognized or when services are provided and are paid in accordance with
the terms of the then-current distributor program arrangements. Distributor program arrangements expire annually, generally on December
31.




Sales allowances during the quarters
ended September 30, 2007 and 2006 were zero. Sales allowances for the nine months ended September 30, 2007 was zero compared to $507,932 (13% of gross
product sales) in the first nine months of 2006. The decrease was due to the sale of Harpin Protein Technology to PHC on February 28, 2007. As a result
of the sale of the Harpin Protein Technology to PHC, we expect sales allowances to be less than 1% of sales in 2007. Net revenue for third quarter of
2006 included the reduction by $35,585 of sales allowance recognized in prior quarters that were not paid because actual amounts earned by distributors
were less than amounts previously estimated. For the nine months ended September 30, 2007 and 2006, these sales allowance reductions totaled $664 and
$169,290, respectively.




Cost of Goods Sold




Cost of goods sold includes the cost of
products sold to distributors, idle capacity charges, royalty expense, shipping and handling and other costs necessary to deliver product to
distributors, and the cost of products used for promotional purposes. Cost of goods sold was $32,908 in the third quarter of 2007, compared to $185,920
in the third quarter of 2006 and totaled $171,243 in the first nine months of 2007, compared to $2,040,972 in the first nine months of 2006. The
decrease in cost of goods sold was primarily due to lower sales volumes in our Home and Garden Business and lower sales volumes, idle capacity charges,
royalty expense, shipping and handling costs and products used for promotional purposes as a result of the sale of Harpin Protein Technology to
PHC.




-19-


---



As a result of the sale of the Harpin
Technology to PHC, cost of goods sold is expected to be significantly less in 2007 compared to 2006. Royalty expenses and idle capacity charges ceased
as of February 28, 2007 and we currently expect that the cost of products used for promotional purposes will be less than $5,000 in
2007.




Research and Development Expenses




Research and development expenses
consist primarily of personnel, field trial, laboratory, regulatory, patent and facility expenses. Research and development expenses were zero in the
third quarter of 2007 compared to $324,200 in the third quarter of 2006 and totaled $136,442 and $1,013,675 the first nine months of 2007 and 2006,
respectively. This decrease was primarily a result of the sale of Harpin Protein Technology to PHC and lower personnel, facility, depreciation and
field trial costs. Stock compensation expense included in research and development was zero in 2007 and $5,465 and $18,881 in the third quarter and
first nine months of 2006, respectively. As a result of the sale of our Harpin Protein Technology to PHC, we do not expect to incur any additional
research and development expenses for the remainder of 2007.




Selling, General and Administrative
Expenses




Selling, general and administrative
expenses consist of payroll and related expenses for sales and marketing, executive and administrative personnel; advertising, marketing and
professional fees; and other corporate expenses. Selling, general and administrative expenses decreased $281,967 from $898,995 in the third quarter of
2006 to $617,028 in the same quarter of 2007. For the first nine months of 2007, selling, general and administrative expenses decreased $2,586,820 from
$3,837,348 in 2006 to $1,250,528 in 2007. The decrease resulted primarily from reductions in personnel, advertising and marketing expenses, facility
costs and the sale of Harpin Protein Technology to PHC and was partially offset by supplemental payments made to Bradley S. Powell, our President and
Chief Financial Officer, totaling $267,109 and a $100,000 payment made to Stephens Inc. to act as our exclusive financial advisor in connection with
our efforts to effect one or more business combinations. Stock compensation expense included in selling, general and administrative expenses was $4,689
and $23,483 in the third quarter of 2007 and 2006, respectively, and $15,590 and $214,026 in the first nine months of 2007 and 2006,
respectively.




Our business strategy moving forward is
to use any revenues generated by our Home and Garden Business to support our operations while we explore whether there may be opportunities to realize
potential value from our remaining business assets, primarily our tax loss carryforwards. As described below, we engaged legal professionals to
validate the underlying assumptions related to our tax loss carryforwards and analyze and provide advice on the options that may be available to
preserve and maximize the potential use of our deferred tax assets, as well as on potential limitations and risks of such utilization strategy. We
expect this to be an expensive and time consuming process, and we may not generate revenue from our Home and Garden Business or otherwise attract
capital to support the process for its duration.




Loss on impairment of equipment and leasehold
improvements




We periodically review the carrying
values of our property and equipment to determine whether such assets have been impaired. An impairment loss must be recorded pursuant to SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, when the undiscounted net cash flows expected to be realized from the use of
such assets are less than their carrying value. The determination of expected undiscounted net cash flows requires us to make many estimates,
projections and assumptions, including the lives of the assets, future sales and expense levels, additional capital investments or expenditures
necessary to maintain the assets, industry market trends and general and industry economic conditions. Our property and equipment consisted primarily
of assets used to manufacture and sell our products and assets used in our research and administration. For the purpose of assessing asset impairment,
we have grouped all of these assets together in one asset group because our administration and research support our manufacturing and sales activities
and do not have a separate identifiable cash flow.




In the first half of 2006, we continued
to incur losses from operations and actual sales and growth rates for the first half of 2006 were significantly lower than expected. In reviewing our
assets for impairment in connection with the preparation of the Companys financial statements for the quarter ended June 30, 2006, we compared
the carrying value of such assets to updated undiscounted cash flows expected from the use of this asset group. As a result of continuing operating
losses and lower sales and growth rates in the first half of 2006 compared to forecasts, the carrying value of the group of assets exceeded
undiscounted cash flows expected from the use of this asset group. Consequently, the Company concluded on July 31, 2006 that a charge for impairment to
its equipment and leasehold improvements was required and a $4,880,516 impairment loss was recognized at June 30, 2006. We




-20-


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estimated the fair value of
equipment using an orderly liquidation method and no fair value was attributed to leasehold improvements. The impairment charge will not result in
future cash expenditures.




Gain on sale of investment




In the first quarter of 2006, we sold a
minority stock investment for $100,000 that resulted in a gain of $99,884.




Interest Income




Interest income consists primarily of
earnings on our cash and cash equivalents. Interest income increased $8,548 from $70,921 in the third quarter of 2006 to $79,469 in the same quarter of
2007. Interest income increased $39,940 from $187,593 in the first nine months of 2006 to $227,533 in the same period of this year. The change was due
to a higher average cash balance available for investment in the nine months ended September 30, 2007 compared to the same period in
2006.




Income Taxes




We have generated a net loss from
operations for each period since we began doing business. As of December 31, 2006, we had accumulated approximately $115,800,000 of net operating loss
carryforwards for U.S. Federal income tax purposes, which expire between 2009 and 2026, and net operating loss carryforwards in 19 U.S. states that
range from approximately $12,500,000 to approximately $2,000 per state and expire between 2007 and 2026. Our total U.S. general business credit
carryforwards were approximately $1,400,000 and expire between 2013 and 2026. We have also accumulated approximately $1,400,000 of net operating loss
carryforwards in Mexico that expire between 2011 and 2016 and approximately $7,000,000 million in France, of which approximately $4,200,000 expires in
2007 and 2008 and approximately $2,800,000 does not expire. We have provided a valuation allowance against our net deferred tax assets because of the
significant uncertainty surrounding our ability to realize value on such assets.




Our business strategy is to use any
revenue generated by our Home and Garden Business to support our continued operations while we explore whether there may be opportunities to realize
potential value from our remaining business assets, primarily our tax loss carryforwards. The strategy is extremely speculative and subject to a large
number of risks and uncertainties including those set forth under the heading Risk Factors in our most recent Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 30, 2007. We have drawn no final conclusions about the viability of this strategy. We have
not developed any specific plan as to whether, how or within what time frame we might pursue or implement this strategy. In order to confirm whether
there are opportunities to realize potential value from our tax loss carryforwards, we engaged legal professionals to validate the underlying
assumptions related to our tax loss carryforwards and analyze and provide advice on the options that may be available to preserve and maximize the
potential use of our tax loss carryforwards, as well as on potential limitations and risks of such utilization strategy. This will be an expensive and
time consuming process, and we may not generate revenue from our Home and Garden Business or otherwise attract capital to support the process for its
duration.




In the event we were to undergo an
ownership change as defined in Section 382 of the Code, our net tax loss and general business credit carryforwards generated prior to the ownership
change would be subject to annual limitations, which could reduce, eliminate, or defer the utilization of these losses. Based upon an analysis
completed during the third quarter of 2007of past changes in our ownership, we believe the Company has experienced ownership changes (as defined under
Section 382) on March 20, 1996 and October 2, 2000 and absent any other ownership changes in the future, there are no significant limitations on our
future ability to use tax loss carryforwards generated prior to those dates. We do not believe that the sale to PHC resulted in another ownership
change that would further limit our future ability to use tax loss carryforwards generated after October 2, 2000 because it was a sale of assets.
However, we cannot assure you that the IRS or some other taxing authority may not disagree with our position and contend that we have already
experienced other such ownership changes. In such case, our ability to use our tax loss carryforwards to offset future taxable income would be severely
limited. If the sale of assets to PHC were deemed to result in an ownership change as defined in Section 382 of the Code, our tax loss carryforwards
available to offset future taxable income could be severely limited and the tax loss carryforwards may expire as a result of the limitation. If an
ownership change is not deemed to occur as a result of the sale to PHC, there is still the potential for an ownership change to occur under Section 382
as a result of future changes in stock ownership. Net operating loss carryforwards may expire if we do not generate sufficient income to utilize the
losses before their normal expiration.




-21-


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Generally, an ownership change occurs
if one or more shareholders, each of whom owns 5% or more in value of a corporations stock, increase their aggregate percentage ownership by more
than 50% over the lowest percentage of stock owned by such shareholders at any time during the preceding three-year period. For example, if a single
shareholder owning 10% of our stock acquired an additional 50.1% of our stock in a three-year period, a change of ownership would occur. Similarly, if
ten persons, none of whom owned our stock, each acquired slightly over 5% of our stock within a three-year period (so that such persons own, in the
aggregate, more than 50%) an ownership change would occur. Ownership of stock is determined by certain constructive ownership rules which can attribute
ownership of stock owned by entities (such as estates, trusts, corporations, and partnerships) to the ultimate indirect owner.




For purposes of this rule, all holders
who each own less than 5% of a corporations stock are generally treated together as one (or, in certain cases, more than one) 5% shareholder.
Transactions in the public markets among shareholders owning less than 5% of the equity securities generally are not included in the calculation.
Special rules can result in the treatment of options (including warrants) or other similar interests as having been exercised if such treatment would
result in an ownership change.




As we explore whether there may be
opportunities to utilize our tax loss carryforwards, due to the importance of avoiding a future ownership change under the tax laws, we will be limited
in our ability to issue additional stock in the future to provide capital for our business. We would only be able to issue such additional stock in a
manner that would not cause an ownership change, for purposes of these rules, and thus our ability to access the equity markets could be
restricted.




Finally, in addition to Section 382,
certain other statutory provisions and common law doctrine could limit our opportunities to realize potential value from, or otherwise adversely affect
our ability to preserve and utilize, our tax loss carryforwards.




The use of our tax loss carryforwards
is subject to uncertainty because it is dependent upon the amount of taxable income we generate. We have no assurance that we will have sufficient
taxable income in future years to use the tax loss carryforwards before they expire. We believe that our ability to achieve profitability may depend in
substantial part on our ability to identify and acquire suitable acquisitions on favorable terms, so that we can increase our revenues and generate new
income. We may seek additional capital from time to time, including through the sale of stock or other securities, which may result in dilution to
existing shareholders. In addition, as noted above, the provisions of the Code and certain applicable IRS regulations will limit the number of shares
of stock we can sell from time to time without causing a limitation on our ability to use our tax loss carryforwards to reduce our future tax
obligations.




Liquidity and Capital Resources




Our operating expenditures have been
significant since our inception. We currently anticipate that our operating expenses in 2007, although substantially less than our operating expenses
in 2006, will significantly exceed net Home and Garden Product sales and that net losses and working capital requirements will consume a material
amount of our cash resources in 2007. Our future capital requirements will depend on the success of our Home and Garden Business and our ability to
successfully implement our strategy of realizing potential value from our remaining business assets, primarily our tax loss carryforwards. We have no
current intention to make substantial investments to grow our Home and Garden Business. We believe that the balance of our cash and cash equivalents at
September 30, 2007 will be sufficient to meet our anticipated cash needs for net losses, working capital and capital expenditures for more than the
next 12 months, although there can be no assurance in this regard.




At September 30, 2007, our cash and
cash equivalents totaled $5,463,114, an increase of $1,277,889 from the balance of $4,185,225 at December 31, 2006. In the first quarter of 2007, we
received $1,396,824 in net proceeds (after transaction costs incurred after January 1, 2007) from the sale of the Harpin Protein Technology to PHC and
on June 6, 2007 we collected $506,250 from PHC as a partial payment of the promissory note. We expect to collect the remaining principal and interest
of the promissory note on December 28, 2007. Prior to October 2000, we financed our operations primarily through the private sale of our equity
securities, resulting in net proceeds of approximately $36,500,000 through September 30, 2000. In October 2000, we received approximately $91,500,000
in net proceeds from the initial public offering of 2,223,333 shares of our common stock. We plan to finance our operations in 2007 using existing cash
and cash equivalents. Our business strategy of exploring whether there may be opportunities to utilize our remaining business assets, including our tax
loss carryforwards, will, due to the importance of avoiding a future ownership change under the tax laws, limit us in our ability to issue additional
stock to provide capital for our business.




-22-


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The sale of our Harpin Protein
Technology had the following effects on our cash used in operations and cash resources in the first nine months of 2007:


| |  | Cash and cash equivalents increased by $1,500,000 on February
28, 2007. This increase was offset by the payment of transaction costs totaling $103,176 incurred and recorded in the first three months of 2007
(approximately $320,000 was incurred and recorded in selling, general and administrative expense in 2006). Cash and cash equivalents also increased and
other long-term assets decreased by $287,879 for the release of restricted cash and return of deposit by the facility lease landlord. On June 6, 2007,
cash and cash equivalents increased and note receivable decreased by $506,250 as a result of collecting a portion of the note receivable from
PHC.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Current inventory decreased by $1,895,978 for inventory sold to
PHC. We also sold $261,820 of finished goods to PHC under our Independent Distribution Agreement with PHC. The remaining inventory consists primarily
of raw materials and finished goods used for our Home and Garden Business.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Other current assets decreased by $63,750 for equipment
classified as held for sale and sold to PHC.
|- |  | ----------------------------------------------------------------------------------------------------

| |  | Property and equipment decreased by $647,962 for assets sold to
PHC.
|- |  | --------------------------------------------------------------------

| |  | Current accrued liabilities decreased by $59,625 due to
PHCs assumption of these liabilities.
|- |  | ----------------------------------------------------------------------------------------------

| |  | Other long-term liabilities decreased to zero at February 28,
2007 due to PHCs assumption of our office and manufacturing facility lease liabilities recorded for rent expense in excess of rent payments
totaling $73,131 and asset retirement obligation of $287,857 and our $100,000 liability to CRF.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Product sales, cost of goods sold, research and development and
selling, general and administrative expense are expected to decrease significantly in 2007 compared to 2006.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Additionally, future minimum lease
payments under the non-cancelable office and manufacturing facility lease totaling $184,970 in 2007, $229,424 in 2008 and $238,366 in 2009 were assumed
by PHC as of February 28, 2007. We currently have no contractual obligations associated with capital and operating lease obligations.




Net cash used in operations decreased
by $846,892 from $1,411,578 in the first nine months of 2006 to $564,686 in the same period of 2007. Net cash used in operations in the first nine
months of 2007 resulted primarily from a net loss of $888,968 offset by net fluctuations in various asset and liability balances totaling $314,924. We
expect that net cash used in operations will continue to be significant.




We conduct our operations in two
primary functional currencies: the U.S. dollar and the euro. Historically, neither fluctuations in foreign exchange rates nor changes in foreign
economic conditions have had a significant impact on our financial condition or results of operations. We currently do not hedge our foreign currency
exposures and are, therefore, subject to the risk of exchange rate fluctuations. We may invoice our international customers in U.S. dollars and euros,
as the case may be. We are exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated into U.S.
dollars in consolidation. As of February 28, 2007, the cumulative translation adjustment related to our European subsidiary totaling $103,470 was
reclassified from accumulated other comprehensive income and reported as part of the gain on sale of Harpin Protein Technology as this subsidiary was
substantially liquidated as a result of the sale to PHC. Foreign exchange rate fluctuations did not have a material impact on our financial statements
in the nine months ended September 30, 2006.




Employment Agreement




On July 25, 2007, we entered into an
employment agreement with Bradley S. Powell, our President and Chief Financial Officer. Under the terms of the employment agreement, we agreed to pay
Mr. Powell an annual base salary initially set at $205,000, and a lump sum amount payable upon execution of the employment agreement equal to the
retroactive application of his annual base salary to December 15, 2006, the date on which he became our President. Mr. Powell may receive, at the
Compensation Committees sole discretion, a bonus upon completion of an acquisition, merger or consolidation to which the Company is a party. Mr.
Powell is also entitled to participate, subject to and in accordance with applicable eligibility requirements, in fringe benefit programs provided to
our other employees. The employment agreement includes noncompetition and nonsolicitation provisions that apply to Mr. Powell during his employment and
for a period of 18 months thereafter, and includes customary nondisclosure and inventions assignment provisions.




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The employment agreement extinguished
Mr. Powells change-in-control agreement, dated August 16, 2000, and severance agreement, dated January 28, 2002, in exchange for supplemental
payments totaling $356,145. The supplemental payments are payable in installments as follows: one-half paid on July 25, 2007; one-quarter paid on
September 30, 2007; and one-quarter is payable on January 1, 2008. Any remaining unpaid supplemental payment shall not be made in the event Mr.
Powells employment is terminated by us for cause, as defined in the agreement, or if Mr. Powell voluntarily terminates his employment for any
reason. If Mr. Powells employment is terminated by the Company without cause or as a result of his death or total disability, as defined in the
agreement, any remaining unpaid supplemental payment shall be accelerated and paid on the date of termination and Mr. Powells unvested stock
options would accelerate and become fully vested and exercisable.




Critical Accounting Policies, Estimates and
Judgments




Our critical accounting policies are
more fully described in Note 1 to our consolidated financial statements included in our most recent Annual Report on Form 10-K, which was filed with
the Securities and Exchange Commission on March 30, 2007. Certain of our accounting policies require the application of significant judgment by
management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent
degree of uncertainty. These judgments are based on historical experience, terms of existing contracts, commonly accepted industry practices,
information provided by our customers and other assumptions that we believe are reasonable under the circumstances. Our estimates and assumptions are
reviewed periodically and the effects of revisions are reflected in the condensed consolidated financial statements in the period in which they are
determined to be necessary. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies
and estimates include:




Revenue Recognition




Prior to the sale of our Harpin Protein
Technology assets on February 28, 2007, we sold the majority of our products to independent, third-party distributors in the agricultural and
horticultural markets. We sell the majority of our Home and Garden Products to independent, third-party distributors and directly to consumers over the
internet in the Home and Garden Markets. Our arrangements with those distributors provide no price protection or product-return rights. We recognize
revenue from product sales, net of sales allowances, when product is delivered to our distributors and all of our significant obligations have been
satisfied, unless acceptance provisions or other contingencies or arrangements exist, including whether collection is reasonably assured. If acceptance
provisions or contingencies exist, revenue is recognized after such provisions or contingencies have been satisfied. As part of the analysis of whether
all of our significant obligations have been satisfied or situations where acceptance provisions or other contingencies or arrangements exist, we
consider the following elements, among others: sales terms and arrangements, including customer payment terms, historical experience and current
incentive programs.




Sales allowances represent allowances
granted to independent distributors for sales and marketing support and are based on the terms of the distribution agreements or other arrangements.
Sales allowances are estimated and accrued when the related product sales are recognized or when services are provided and are paid in accordance with
the terms of the then-current distributor program agreements or other arrangements.




We also record, at the time revenue is
recognized, a liability for warranty claims based on a percentage of sales. The warranty accrual percentage and warranty liability are reviewed
periodically and adjusted as necessary, based on historical experience, the results of product quality testing and future expectations. Changes in our
estimate of the warranty liability are recorded in cost of goods sold.




Accounts and Note Receivable and Allowance for Doubtful
Accounts




Accounts receivable balances are
reported net of customer-specific related sales allowances. In determining the adequacy of the allowance for doubtful accounts, we consider a number of
factors, including the age of outstanding invoices, customer payment trends, the financial condition of our customers, historical bad debts and current
economic trends. Based upon our analysis of outstanding accounts and note receivable at September 30, 2007 or December 31, 2006, no allowance for
doubtful accounts was recorded. Changes in the factors above or other factors could result in a significant charge.




Inventory Valuation and Classification




Our inventory is valued at the lower of
cost or market on an average cost basis. We regularly review inventory balances to determine whether a write-down is necessary. We consider various
factors in making this determination, including recent sales history, including bulk sales, and predicted trends, industry market conditions,
general




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economic conditions, the age of our
inventory and recent quality control data. Changes in the factors above or other factors could result in significant inventory cost reductions and
write-offs.




As of December 31, 2006, we reviewed
assets for impairment in connection with the sale of our Harpin Protein Technology to PHC by comparing the carrying value at February 28, 2007 of
assets sold to consideration received from PHC and recorded liabilities assumed by PHC. Based on this review, the carrying value of inventory sold to
PHC exceeded the consideration received from PHC and recorded liabilities assumed by PHC. Accordingly, we recorded a $452,347 charge for impairment to
inventory as of December 31, 2006.




We also review our inventory to
determine inventory classification. Inventory expected to be utilized in the next twelve-month period is classified as current and inventory expected
to be utilized beyond that period is classified as non-current. In determining the classification of inventory, we consider a number of factors,
including historical sales experience and trends, existing distributor inventory, expansion into new markets, introduction of new products and
estimates of future sales growth.




Valuation of Property and Equipment




We periodically review the carrying
values of our property and equipment to determine whether such assets have been impaired. An impairment loss must be recorded pursuant to SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, when the undiscounted net cash flows expected to be realized from the use of
such assets are less than their carrying value. The determination of undiscounted net cash flows expected requires us to make many estimates,
projections and assumptions, including the lives of the assets, future sales and expense levels, additional capital investments or expenditures
necessary to maintain the assets, industry market trends and general and industry economic conditions. Prior to the sale of our Harpin Protein
Technology assets on February 28, 2007, our property and equipment consisted primarily of assets used to manufacture and sell our products and assets
used in our research and administration. For the purpose of assessing asset impairment, we grouped all of these assets together in one asset group
because our administration and research support our manufacturing and sales activities and do not have a separate identifiable cash flow. Equipment and
leasehold improvements are stated at estimated fair value as a result of asset impairment charges recorded at June 30, 2006.




Stock-Based Compensation




We account for stock-based compensation
in accordance with the fair value recognition provisions of SFAS 123R. We use the Black-Scholes-Merton option-pricing model which requires the input of
highly subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before
exercising them (expected term), the estimated volatility of our common stock price over the expected term and the number of options that
will ultimately not complete their vesting requirements. Changes in the subjective assumptions can materially affect the estimate of fair value of
stock-based compensation and consequently, the related amount recognized in the condensed consolidated statements of operations.




Item 3. Quantitative and Qualitative Disclosures About Market
Risk




We do not currently hold any derivative
instruments, and we do not engage in hedging activities. Also, we do not have any outstanding variable-rate debt and currently do not enter into any
material transactions denominated in foreign currency. Because of the relatively short-term average maturity of our investment funds, such investments
are sensitive to interest rate movements and we do not expect interest rate fluctuations to significantly affect our results of operations. Our direct
exposure to interest rate and foreign exchange rate fluctuation is currently not material to our results of operations. We believe that the market risk
arising from the financial instruments we hold is not material.




Item 4. Controls and Procedures




Our President and Chief Financial
Officer has carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934) as of the end of the fiscal quarter covered by this report. Based on that evaluation, our President and Chief Financial Officer
concluded that our disclosure controls and procedures are effective as of the end of such quarter. There have been no changes in our internal control
over financial reporting during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.




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PART II  OTHER INFORMATION




Item 1A. Risk Factors




Except as described below, there have
not been any material changes during the quarter ended September 30, 2007 to the risk factors set forth in Part I, Item 1A in our Annual Report on Form
10-K for the year ended December 31, 2006 filed with the SEC on March 30, 2007, as updated in our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007 filed with the SEC on August 10, 2007.




We currently are not in
compliance with The Nasdaq Capital Market $1.00 minimum bid price requirement and failure to regain and maintain compliance with this and other
continued listing standards could result in delisting and adversely affect the market price and liquidity of our common stock.




On September 12, 2007, we received a
letter from the Nasdaq Stock Market notifying us that the closing price per share of our common stock was below Nasdaqs $1.00 minimum bid price
requirement (the Bid Price Requirement) for 30 consecutive trading days and that, as a result, we are not in compliance with The Nasdaq
Capital Markets continued listing criteria. Nasdaq has allowed us 180 calendar days to regain compliance with the Bid Price Requirement. To
regain compliance, the closing bid price of our common stock has to remain at $1.00 or more per share for a minimum of ten consecutive trading days. If
we do not regain compliance within this requisite period, Nasdaq will provide us written notification that our common stock will be delisted. In such
case, we have the right to appeal Nasdaqs delisting determination to a Nasdaq Listing Qualifications Panel.




If our common stock were to be delisted
from The Nasdaq Capital Market, we may seek quotation on a regional stock exchange, if available. The change to a regional stock exchange listing could
reduce the market liquidity for our common stock. If our common stock is not eligible for quotation on another market or exchange, trading of our
common stock could be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the Pink
Sheets or the OTC Bulletin Board. As a result of delisting from The Nasdaq Capital Market, an investor would find it more difficult to dispose of, or
obtain accurate quotations for the price of, our common stock.




If our common stock is delisted from
The Nasdaq Capital Market, and if we fail to obtain quotation on another market or exchange, then trading in our common stock might also become subject
to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, which require additional disclosure by broker-dealers in
connection with any trade involving a stock defined as a penny stock (generally, any equity security not listed on a national securities
exchange or quoted on Nasdaq that has a market price of less than $5.00 per share, subject to certain exceptions). Also,many brokerage firms are
reluctant to recommend low-priced stocks to their clients. Moreover, various regulations and policies restrict the ability of shareholders to borrow
against or margin low-priced stocks, and declines in the stock price below certain levels may trigger unexpected margin calls.
Additionally, because brokers commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on
higher priced stocks, the current price of the common stock can result in an individual shareholder paying transaction costs that represent a higher
percentage of total share value than would be the case if our share price were higher. This factor may also limit the willingness of institutions to
purchase our common stock. Finally, the additional burdens imposed upon broker-dealers by these requirements could discourage broker-dealers from
facilitating trades in our common stock. As a result, the ability of our shareholders to resell their shares of common stock, and the price at which
they could sell their shares, could be adversely affected. The delisting of our stock from the Nasdaq Capital Market would also make it more difficult
for us to raise additional capital. Further, if our stock is delisted from The Nasdaq Capital Market, we may incur additional costs under state blue
sky laws in connection with any sales of our securities.




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Item 6. Exhibits




Exhibit 31.1 is being filed as part of
this quarterly report on Form 10-Q. Exhibit 32.1 is being furnished with this quarterly report on Form 10-Q.


|Exhibit Number |  | Description                                                                                                                                                                                                                  
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1*          |  | Employment Agreement between Eden Bioscience Corporation and Bradley S. Powell, dated July 25, 2007 (incorporated by reference to Exhibit 10.1
to the Current Report on Form 8-K of Eden Bioscience, filed on July 30, 2007).
|31.1           |  | Rule
13a-14(a) Certification (President and Chief Financial Officer).                                                                                                                                                        
|32.1           |  | Section 1350 Certification (President and Chief Financial Officer).                                                                                                                                                          






|* |  | Management contract or compensatory plan.
|- |  | -----------------------------------------



SIGNATURE




Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.




EDEN BIOSCIENCE
CORPORATION




Date: November 8, 2007


|By: |  | /s/ Bradley S. PowellBradley S. PowellPresident, Chief Financial Officer and Secretary (Principal Executive, Financial and Accounting
Officer)
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------



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