UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-K/A


(Amendment
No. 1)


(Mark
One)




x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934.




For
the fiscal year ended June 30, 2009




OR




o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934.


For the
transition period from ___________ to _____________





Commission
file number: 001-31326




SENESCO
TECHNOLOGIES, INC.


(Exact
name of registrant as specified in its charter)




Delaware
                  
                  84-1368850(State
      or other jurisdiction of
                    incorporation
      or organization)
                  
                  (I.R.S.
      Employer Identification
No.)





303 George Street, Suite 420,New Brunswick, New Jersey
                
                08901(Address
      of principal executive offices)
                
                (Zip
      Code)





(732)
296-8400


(Registrant’s
telephone number,


including
area code)




None




Securities
registered under Section 12(b) of the Act:




Title of each class
              
              Name of each exchange on which
      registeredCommon
      Stock, $0.01 par value per
                share.
              
              NYSE
      Amex




Securities
registered under Section 12(g) of the Act:




None.




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.     Yes  ̈No
x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act .     Yes  ̈No
x




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
preceding 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 xNo
 ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, in any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T ((§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).    
Yes  ̈No  ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definitions of “accelerated filer”, “large accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.




Large
      accelerated filer   ̈
                    
                    Accelerated
      filer  ̈Non-accelerated
      filer  ̈
                    
                    Smaller reporting companyx




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




As of
September 15, 2009, the aggregate market value of the registrant’s common stock
held by non-affiliates of the registrant was$7,899,030, based on the
closing sales price as reported on the NYSE Amex on that date.




Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of September 15, 2009:




Class
                  
                  Number of SharesCommon Stock, $0.01 par value
                  
                  22,604,007





Explanatory
Note





We are filing this Amended and
Restated Annual Report on Form 10-K/A of Senesco Technologies, Inc. (the
“Form 10-K”) to include the information required by Part III of the
Form 10-K as we no longer anticipate filing our proxy statement for the
2009 annual meeting, within 120 days of June 30, 2009. With the exception
of the inclusion of information required by Part III, no information
contained in this Form 10-K has been changed.





TABLE OF
CONTENTS




Item
                                                            
                                                            PagePART
      I
                                                            1.
                                                            Business
                                                            11A.
                                                            Risk
      Factors
                                                            161B.
                                                            Unresolved
      Staff Comments
                                                            302.
                                                            Properties
                                                            303.
                                                            Legal
      Proceedings
                                                            304.
                                                            Submission
      of Matters to a Vote of Security Holders
                                                            30PART
      II
                                                            5.
                                                            Market for
      Registrant’s Common Equity, Related Stockholder Matters
      and Issuer Purchases of Equity
      Securities
                                                            316.
                                                            Selected
      Financial Data
                                                            387.
                                                            Management's
      Discussion and Analysis of Financial Condition
      and Results of Operations
                                                            397A.
                                                            Quantitative
      and Qualitative Disclosures About Market Risk
                                                            508.
                                                            Financial
      Statements and Supplementary Data
                                                            519.
                                                            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                                            519A.
                                                            Controls
      and Procedures
                                                            519B.
                                                            Other
      Information
                                                            52PART
      III
                                                            10.
                                                            Directors,
      Executive Officers and Corporate Governance
                                                            5311.
                                                            Executive
      Compensation
                                                            5912.
                                                            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                            8913.
                                                            Certain
      Relationships and Related Transactions and Director
      Independence
                                                            9214.
                                                            Principal
      Accounting Fees and Services
                                                            97PART
      IV
                                                            15.
                                                            Exhibits
      and Financial Statement Schedules
                                                            99SIGNATURES
                                                            100FINANCIAL
      STATEMENTS
                                                            F-1


-i-


PART
I




Item
      1.
            Business.




Our
Business




The
primary business of Senesco Technologies, Inc., a Delaware corporation
incorporated in 1999, and its wholly-owned subsidiary, Senesco, Inc., a New
Jersey corporation incorporated in 1998, collectively referred to as “Senesco,”
“we,” “us” or “our,” is to utilize our patented and patent-pending genes,
primarily eucaryotic translation initiation Factor 5A, or Factor 5A, and
deoxyhypusine synthase, or DHS, and related technologies for inhibition in human
health applications to develop novel approaches to treat inflammatory diseases
and cancer.




In
agricultural applications we are developing and licensing Factor 5A, DHS and
Lipase to enhance the quality and productivity of fruits, flowers, and
vegetables and agronomic crops through the control of cell death, referred to
herein as senescence, and growth in plants.






Human
Health Applications




We
believe that our gene technology could have broad applicability in the human
health field, by either inhibiting or inducing apoptosis.  Inhibiting
apoptosis may be useful in preventing or treating a wide range of inflammatory
and ischemic diseases attributed to premature apoptosis. Inducing apoptosis may
be useful in treating certain forms of cancer because the cancerous cells have
failed to initiate apoptosis on their own due to damaged or inhibited apoptotic
pathways.




We have
commenced preclinical in-vivo and in-vitro research to
determine the ability of Factor 5A to regulate key execution genes,
pro-inflammatory cytokines, receptors, and transcription factors, which are
implicated in numerous apoptotic diseases.





Certain
preclinical human health results to date include:




·
            Performing
      efficacy, toxicological and dose-finding studies in mice for our potential
      multiple myeloma drug candidate, SNS-01.  SNS-01 is a
      nano-encapsulated combination therapy of Factor 5A and an siRNA against
      Factor 5A.  Our efficacy study in severe combined
      immune-deficient mice with subcutaneous human multiple myeloma tumors
      tested SNS-01 dosages ranging from 0.15 mg/kg to 1.5 mg/kg.  In
      these studies, mice treated with a dose of either 0.75 mg/kg or 1.5 mg/kg
      both showed a 91% reduction in tumor volume and a decrease in tumor weight
      of 87% and 95%, respectively.  For mice that received smaller
      doses of either 0.38 mg/kg or 0.15 mg/kg, there was also a reduction in
      tumor volume (73% and 61%, respectively) and weight (74% and 36%,
      respectively).  All of the treated mice, regardless of dose,
      survived.  This therapeutic dose range study provided the basis
      for an 8-day maximum tolerated dose study in which normal mice received
      two intravenous doses of increasing amounts of SNS-01 (from 2.2
      mg/kg).  Body weight, organ weight and serum levels of liver
      enzymes were used as clinical indices to assess toxicity.  A
      dose between 2.2 mg/kg and 2.9 mg/kg was well tolerated with respect to
      these clinical indices, and the survival rate at 2.9 mg/kg was
      80%.  Those mice receiving above 2.9 mg/kg of SNS-01 showed
      evidence of morbidity and up to 80% mortality.  The 2.9 mg/kg
      threshold, twice the upper end of the proposed therapeutic dose range, was
      therefore determined to be the maximum tolerated dose in
    mice.




-1-




·
            demonstrated
      significant tumor regression and diminished rate of tumor growth of
      multiple myeloma tumors in SCID mice treated with Factor 5A technology
      encapsulated in nanoparticles;




·
            increased
      median survival by approximately 250% in a tumor model of mice injected
      with melanoma cancer cells;




·
            induced
      apoptosis in both human cancer cell lines derived from tumors and in lung
      tumors in mice;




·
            induced
      apoptosis of cancer cells in a human multiple myeloma cell line in the
      presence of IL-6;




·
            measured
      VEGF reduction in mouse lung tumors as a result of treatment with our
      genes;




·
            decreased
      ICAM and activation of NFkB in cancer cells employing siRNA against Factor
      5A;




·
            increased
      the survival rate in H1N1 mouse influenza survival studies from 14% in
      untreated mice to 52% in mice treated with our siRNA against Factor
      5A.  Additionally, the treated mice reversed the weight loss
      typically seen in infected mice and had other reduced indicators of
      disease severity as measured by blood glucose and liver
      enzymes.




·
            increased
      the survival, while maintaining functionality, of mouse pancreatic islet
      cells isolated for transplantation, using intraperitaneal administration
      of our technology.  Initial animal studies have shown that our
      technology administered prior to harvesting beta islet cells from a mouse,
      has a significant impact not only on the survival of the beta islet cells,
      but also on the retention of the cells’ functionality when compared to the
      untreated beta islet cells.  Additional studies have shown that
      the treated beta islet cells survive a pro-inflammatory cytokine
      challenge, while maintaining their functionality with respect to insulin
      production.  These further studies also revealed Factor-5A’s
      involvement in the modulation of inducible nitric oxide synthase (iNOS),
      an important indicator of inflammation;
and




·
            increased
      the survival rate of mice in a lethal challenge sepsis
      model.  Additionally, a broad spectrum of systemic
      pro-inflammatory cytokines were down-regulated, while not effecting the
      anti-inflammatory cytokine IL-10.




-2-





Accelerating
Apoptosis




The data
from our pre-clinical studies indicate that the up-regulation of Factor 5A
induces cell death in cancer cells through both the p53 (intrinsic) and cell
death receptor (extrinsic) apoptotic pathways. Tumors arise when abnormal cells
fail to undergo apoptosis due to an inability to activate their apoptotic
pathways. Just as the Factor 5A gene appears to facilitate expression of the
entire suite of genes required for programmed cell death in plants, the Factor
5A gene appears to regulate expression of a suite of genes required for
programmed cell death in human cells. Because the Factor 5A gene appears to
function at the initiation point of the apoptotic pathways, both intrinsic and
extrinsic, we believe that our gene technology has potential application as a
means of combating a broad range of cancers.  Based on the results
obtained through our in-vitro studies, we have
found that up-regulating Factor 5A results in: (i) the up-regulation of p53;
(ii) increased inflammatory cytokine production; (iii) increased cell death
receptor formation; and (iv) increased caspase activity.  These
features, coupled with a simultaneous down-regulation Bcl-2, result in apoptosis
of cancer cells.  In addition, our in-vitro studies have shown
that the up-regulation of Factor 5A also down-regulates VEGF, a growth factor
which allows tumors to develop additional vascularization needed for growth
beyond a small mass of cells.




Inhibiting
Apoptosis




Our
preclinical studies indicate that down-regulation of our proprietary Factor 5A
gene may have potential application as a means for controlling the effects of a
broad range of diseases that are attributable to premature cell death, ischemia,
or inflammation. Such inflammatory diseases include glaucoma, heart disease, and
other certain inflammatory diseases such as Crohn’s disease, sepsis and diabetic
retinopathy.  We have performed preclinical research of certain
inflammatory diseases. Using small inhibitory RNA’s, or siRNA’s, against Factor
5A to inhibit its expression, the results of our studies have indicated a
reduction in pro-inflammatory cytokine formation and the formation of receptors
for LPS, interferon-gamma and TNF-alpha.  Our studies have also
indicated that by inhibiting Factor 5A, iNOS, MAPK, NFkB, JAK1 and ICAM are
downregulated, which decreases the inflammatory cytokines formed through these
pathways. Additionally, a mouse study has indicated that our siRNA is comparable
to a steroid and to a prescription anti-TNF drug in its ability to reduce
cytokine response to LPS.  Other mouse studies have also indicated
that the siRNA against Factor 5A (i) protects thymocyte cells from apoptosis and
decreases formation of MPO, TNF-a, MIP-1alpha, and IL-1 in the lungs of mice
challenged with LPS and (ii) increases the survival rate in which sepsis was
induced by a lethal injection of LPS and (iii) reduces blood serum levels of
inflammatory proteins, such as IL-1, IL-2, IL-6, IL-12, TNF-a, IFNg and
MIP-1alpha, while not effecting IL-10, an anti-inflammatory
cytokine.  Other experiments utilizing siRNA to Factor 5A include
inhibition of or apoptosis during the processing of mouse pancreatic beta islet
cells for transplantation, the inhibition of early inflammatory changes
associated with type-1 diabetes in an in-vivo rat model.




Proteins
required for cell death include p53, interleukins, TNF-a and other cytokines and
caspases.  Expression of these cell death proteins is required for the
execution of apoptosis.  Based on our studies, we believe that
down-regulating Factor 5A by treatment with siRNA inhibits the expression of
p53, a major cell death transcription factor that in turn controls the formation
of a suite of other cell death proteins.  In addition, we believe that
the down-regulation of Factor 5A up-regulates Bcl-2, a suppressor of
apoptosis.




Human
Health Target Markets




We
believe that our gene technology may have broad applicability in the human
health field, by either inhibiting or accelerating
apoptosis.  Inhibiting apoptosis may be useful in preventing or
treating a wide range of inflammatory and ischemic diseases attributed to
premature apoptosis, including diabetes, diabetic retinopathy and lung
inflammation, among others.  Accelerating apoptosis may be useful in
treating certain forms of cancer because the body’s immune system is not able to
force cancerous cells to undergo apoptosis.


-3-




Our
preclinical research has yielded data that we have presented to various
biopharmaceutical companies that may be prospective licensees for the
development and marketing of potential applications of our
technology.  Additionally, we are using the proceeds of our most
recent financing to advance our research in multiple myeloma with the goal of
initiating a Phase I clinical trial, and may select additional human health
indications to bring into clinical trials. We believe that the success of our
future operations will likely depend on our ability to transform our research
and development activities into a commercially feasible technology.




Human
Health Research Program




Our human
health research program, which has consisted of pre-clinical in-vitro and in-vivo experiments designed
to assess the role and method of action of the Factor 5A genes in human
diseases, is being performed by approximately eleven (11) third party
researchers, at our direction, at  Mayo Clinic, the University of
Virginia and the University of Waterloo.




Our
research and development expenses incurred on human health applications were
approximately 74% of our total research and development expenses for the year
ended June 30, 2009.  Our research and development expenses incurred
on human health applications were approximately 56% of our total research and
development expenses for the year ended June 30, 2008.  Since
inception, the proportion of our research and development expenses on human
health applications has increased, as compared to our research and development
expenses on agricultural applications.  This change is primarily due
to the fact that our research focus on human health has increased and some of
our research costs for plant applications have shifted to our license
partners.




Our
planned future pre-clinical research and development initiatives for human
health include:




·
            Multiple
      Myeloma.  Our objective is to advance our technology for the
      potential treatment of multiple myeloma with the goal of initiating a
      clinical trial.  In connection with the potential clinical
      trial, we have engaged a clinical research organization, or CRO, to assist
      us through the process.  We have also determined the delivery
      system for our technology, contracted for the supply of pharmaceutical
      grade materials to be used in toxicology and human studies, performed
      certain toxicology studies, and have contracted with a third party
      laboratory to conduct additional toxicology studies.  Together
      with the assistance of our CRO, we will have additional toxicology studies
      performed with the goal of filing an investigational new drug application,
      or IND application, with the U.S. Food and Drug Administration, or FDA,
      for their review and consideration in order to initiate a clinical
      trial.  Assuming that we have adequate funding, we estimate that
      it will take approximately fifteen (15) months from June 30, 2009 to
      complete these objectives.




·
            Lung
      Inflammation.  A mouse model system has been conducted to
      illustrate the siRNA to Factor 5A’s ability to reduce morbidity and
      mortality of lung inflammation caused by the up-regulation of
      pro-inflammatory cytokines induced by a
  pathogen.




·
            Other.  We
      may continue to look at other disease states in order to determine the
      role of Factor 5A.




-4-




In order
to pursue the above research initiatives, as well as other research initiatives
that may arise, we recently completed private placements of $1.7 million of
common stock and warrants.  It will be necessary for us to raise a
significant amount of additional working capital in the near future to continue
to pursue some of the above initiatives as well as new initiatives, if
any.  If we are unable to raise the necessary funds, we may be
required to significantly curtail the future development of some of our research
initiatives and we will be unable to pursue other possible research
initiatives.




We may
further expand our research and development program beyond the initiatives
listed above to include other research centers.




Human
Health Competition




Our
competitors in human health that are presently attempting to distribute their
technology have generally utilized one of the following distribution
channels:




·
            Entering
      into strategic alliances, including licensing technology to major
      marketing and distribution partners;
or




·
            developing
      in-house production and marketing
capabilities.




In
addition, some competitors are established distribution companies, which
alleviates the need for strategic alliances, while others are attempting to
create their own distribution and marketing channels.




There are
many large companies and development stage companies working in the field of
apoptosis research including: Amgen Inc., Centocor, Inc., Genzyme Corporation,
OSI Pharmaceuticals, Inc., Novartis AG, Introgen Therapeutics, Inc., Genta,
Incorporated., and Vertex Pharmaceuticals, Inc., amongst others.




Agricultural
Applications




Our
agricultural research focuses on the discovery and development of certain gene
technologies, which are designed to confer positive traits on fruits, flowers,
vegetables, forestry species and agronomic crops.  To date, we have
isolated and characterized the senescence-induced Lipase gene, DHS, and Factor
5A in certain species of plants. Our goal is to modulate the expression of these
genes in order to achieve such traits as extended shelf life, increased biomass,
increased yield and increased resistance to environmental stresses and disease,
thereby demonstrating proof of concept in each category of
crop.


-5-




Certain
agricultural results to date include:




·
            longer
      shelf life of perishable produce;




·
            increased
      biomass and seed yield;




·
            greater
      tolerance to environmental stresses, such as drought and soil
      salinity;




·
            greater
      tolerance to certain fungal and bacterial
  pathogens;




·
            more
      efficient use of fertilizer; and




·
            advancement
      to field trials in banana, lettuce, and
trees.




The
technology presently utilized by the industry for increasing the shelf life in
certain flowers, fruits and vegetables relies primarily on reducing ethylene
biosynthesis, and therefore only has application to the crops that are
ethylene-sensitive.  Because Factor 5A, DHS and Lipase are already
present in all plant cells, our technology may be incorporated into crops by
using either conventional breeding methods (non-genetically modified) or
biotechnology techniques.




We have
licensed this technology to various strategic partners and have entered into a
joint venture. We may continue to license this technology, as opportunities
present themselves, to additional strategic partners and/or enter into
additional joint ventures.  Our commercial partners have licensed our
technology for use in turfgrass, canola, corn, soybean, cotton, banana, alfalfa,
rice and certain species of trees and bedding plants, and we have obtained proof
of concept for enhanced post harvest shelf life, seed yield, biomass, and
resistance to disease in several of these plant species.




We have
ongoing field trials of certain trees and bananas with our respective
partners.  The initial field trials conducted with ArborGen over a
three year period in certain species of trees have concluded and the trees have
been harvested for wood quality assessment.  Preliminary data from our
joint field trials show significantly enhanced growth rates in some of the trees
relative to controls.  Selected trees from the field trials were
harvested and their wood chemistry and density was assessed.  There
were no differences in key economic characteristics of wood, such a lignin,
cellulose and specific gravity, between the trees with the enhanced growth
attributes and untreated control trees, which indicates that the faster growth
does not result in lower wood quality.  Additional field trials for
enhanced growth rates and other traits are currently being performed with
ArborGen.




To date,
banana field trials have indicated that our technology extends the shelf life of
banana fruit by 100%.  In addition to the post harvest shelf life
benefits, an additional field trial generated encouraging disease tolerance data
specific to Black Sigatoka (Black Leaf Streak Disease), for banana plants.
Additional field trials for banana plants are ongoing for the combined traits of
disease resistance and shelf life extension.




Commercialization
by our partners may require a combination of traits in a crop, such as both post
harvest shelf life and disease resistance, or other traits.  Our
near-term research and development initiatives include modulating the expression
of DHS and Factor 5A genes in these plants and then propagation and phenotype
testing of such plants.


-6-




Our
ongoing research and development initiatives for agriculture include assisting
our license and joint venture partners to:




·
            further
      develop and implement the DHS and Factor 5A gene technology in banana,
      canola, cotton, turfgrass, bedding plants, rice, alfalfa, corn, soybean
      and trees; and




·
            test
      the resultant crops for new beneficial traits such as increased yield,
      increased tolerance to environmental stress, disease resistance and more
      efficient use of fertilizer.




Agricultural
Target Markets




In order
to address the complexities associated with marketing and distribution in the
worldwide market, we have adopted a multi-faceted commercialization strategy, in
which we have entered into and plan to enter into, as the opportunities present
themselves, additional licensing agreements or other strategic relationships
with a variety of companies or other entities on a crop-by-crop
basis.  We anticipate revenues from these relationships in the form of
licensing fees, royalties,, usage fees, or the sharing of gross
profits.  In addition, we anticipate payments from certain of our
partners, which are described in the Agricultural Development and License
Agreements section of this Form 10-K,  upon our achievement of
certain research and development benchmarks.  This commercialization
strategy allows us to generate revenue at various stages of product development,
while ensuring that our technology is incorporated into a wide variety of
crops.  Our optimal partners combine the technological expertise to
incorporate our technology into their product line along with the ability to
successfully market the enhanced final product, thereby eliminating the need for
us to develop and maintain a sales force.




Because
the agricultural market is dominated by privately held companies or subsidiaries
of foreign owned companies, market size and market share data for the crops
under our license and development agreements is not readily
available.  Additionally, because we have entered into confidentiality
agreements with our license and development partners, we are unable to report
the specific financial terms of the agreements as well as any market size and
market share data that our partners may have disclosed to us regarding their
companies.




Agricultural
Development and License Agreements




ThroughSeptember 15, 2009,we have entered intoeight (8)license agreements and one(1)jointcollaborationwith established agricultural
biotechnology companies or, in the case of Poet,as more fully described below,an established ethanol
company, as
follows:




·
            In
      June 2002, we entered into a three-year worldwide exclusive development
      and option agreement with ArborGen, LLC to develop our technology in
      certain species of trees.  In June 2006, ArborGen exercised
      their option to license our technology and in December 2006, converted the
      development and option agreement into a license agreement, referred to
      herein as the ArborGen Agreement.  To date, the research being
      conducted by ArborGen has proceeded according to
      schedule.  ArborGen has seen promising positive growth responses
      in greenhouse-grown seedlings.  These initial greenhouse data
      led to the initiation of field trials by ArborGen in the second half of
      calendar 2004.  At the end of the 2005 growing season, certain
      trees which were enhanced by our technology had approximately double the
      increase in volume relative to control trees.  Further field
      trials are ongoing to support these data and to analyze the growth rates
      of trees which incorporate our technology. Under the ArborGen Agreement,
      we have received an upfront payment and benchmark payments and we may
      receive additional benchmark payments upon achievement of certain
      development milestones and royalties upon
    commercialization.




-7-




·
            In
      September 2002, we entered into an exclusive development and license
      agreement with Cal/West Seeds, referred to herein as the Cal/West License,
      to commercialize our technology in certain varieties of
      alfalfa.  The Cal/West License will continue until the
      expiration of the patents set forth in the agreement, unless terminated
      earlier by either party pursuant to the terms of the
      agreement.  The Cal/West License also grants Cal/West an
      exclusive option to develop our technology in various other forage
      crops.  The Cal/West development effort successfully
      incorporated our technology into their alfalfa seed as of July
      2004.  Seed transformation and greenhouse trait analysis is
      ongoing.  Under the Cal/West License, we have received an
      upfront payment and we may receive benchmark payments as certain
      development milestones are achieved and a royalty upon commercialization
      based upon the volume of alfalfa seed sold that contains our
      technology.




·
            In
      March 2004, we entered into an exclusive development and license agreement
      with The Scotts Company, referred to herein as the Scotts Agreement, to
      commercialize our technology in turfgrass and certain species of bedding
      plants.  Scotts is working on incorporating our technology to
      enhance a variety of traits in these plants, including environmental
      stress resistance, disease resistance and enhanced bloom
      properties. We are collaborating with Scotts in the areas of
      ornamental bedding plants and turfgrass.  A large-scale
      greenhouse evaluation of bedding plants was being conducted and additional
      greenhouse testing is planned.  Transformation and initial
      tissue culture screening of events have been undertaken in
      turfgrass.  In tissue culture, turfgrass containing our
      technology has grown more successfully than control turfgrass without our
      technology.  Greenhouse testing of the grass containing our
      technology is the next planned development step. Under the Scotts
      Agreement, we have received an upfront payment and benchmark
      payments.  In January 2006, the development and license
      agreement with The Scotts Company was amended. Due to a change in the
      corporate financial policy at Scotts, Scotts requested to defer certain
      milestone payments, which were to be made on a calendar
      basis.  We agreed and these payments have now been deferred and
      incorporated in the amount to be paid to us upon commercialization.Additionally, the
      commercialization fee has been increased.  All other aspects of
      the agreement remain unchanged, and the project continues to move forward
      without interruption. We may also receive royalties upon commercialization
      from the net sales of turfgrass seed and bedding plants containing our
      technology.




·
            In
      October 2005, we entered into an agreement with Poet to license our
      proprietary gene technology to Poet to improve aspects of Poet’s ethanol
      production capabilities.  We are currently revising our work
      plan to incorporate our technology into those aspects of Poet's ethanol
      production.  We will receive an annual payment for each Poet
      facility that incorporates our technology.  If Poet incorporates
      our technology into each of its facilities, we would be entitled to
      receive an annual payment in excess of
  $1,000,000.




-8-




·
            On
      November 8, 2006, we entered into a license agreement with Bayer
      CropScience GmbH for the development and commercialization of
      Canola.  Under the terms of the agreement, we received an
      upfront payment, will receive milestone payments upon the achievement of
      certain development milestones and will receivecommercialization
      fees based upon specified benchmarks.  In August, 2008, Bayer
      CropScience GmbH successfully completed the first development milestone
      related to this license.




·
            On
      July 17, 2007 we entered into a license agreement with Bayer CropScience
      AG for the development and commercialization of cotton.  Under
      the terms of the agreement, we received an upfront payment, will receive
      milestone payments upon the achievement of certain development milestones,
      and additionally, upon commercialization, and a royalty on net
      sales.




·
            On
      August 6, 2007 we entered into a license agreement with Monsanto for the
      development and commercialization of corn and soy.  Under the
      terms of the agreement, we received an upfront payment, will receive
      milestone payments upon the achievement of certain development milestones,
      and additionally, upon commercialization, and a royalty on net
      sales.




·
            On
      September 11, 2007 we entered into a license agreement with Bayer
      CropScience AG for the development and commercialization of
      rice.  Under the terms of the agreement, we received an upfront
      payment, will receive milestone payments upon the achievement of certain
      development milestones, and additionally, upon commercialization, and a
      royalty on net sales.





In
December 2008, the Development and License Agreement with the Harris Moran Seed
Company, or Harris Moran, was terminated by mutual agreement due to the
corporate restructuring of Harris Moran.  Harris Moran has reported
that its parent company, Limagrain, restructured its vegetable seed operations
and that Harris Moran will now be part of a new business unit with Clause
(France) and Marco Polo (Thailand).  This restructuring has resulted
in a consolidation of research and development efforts amongst Harris Moran and
its sister companies that will not encompass our technology.  Harris
Moran made us aware of this shift in research and development focus and
presented us with a letter on December 1, 2008 formally ending the relationship
through the mutual agreement of the parties.  Pursuant to the terms of
the Development and License Agreement, all rights to use our technology in
lettuce and melon revert to us.




Joint
Venture




On May
14, 1999, we entered into an agreement with Rahan Meristem Ltd., or Rahan
Meristem, an Israeli company engaged in the worldwide export marketing of banana
germplasm, referred to herein as the Rahan Joint Venture.In general,
bananas are grown either for local domestic consumption or grown for
export.  According to the Food and Agriculture Organization of the
United Nations, there were approximately 16 million metric tons of bananas
exported in 2004.  The level of production equates to the fruit of
approximately 480 million banana plants.  A percentage of these plants
are replaced each year with new banana seedlings.Rahan Meristem accounts
for approximately 10% of the worldwide export of enhanced banana
seedlings.


-9-




We have
contributed, by way of a limited, exclusive, worldwide license to the Rahan
Joint Venture, access to our technology, discoveries, inventions and know-how,
whether patentable or otherwise, pertaining to plant genes and their cognate
expressed proteins that are induced during senescence for the purpose of
developing, on a joint basis, genetically enhanced banana plants which will
result in a banana that has a longer shelf life.  Rahan Meristem has
contributed its technology, inventions and know-how with respect to banana
plants.  Rahan Meristem and Senesco have equally shared the expense of
field trials.




All
aspects of the Rahan Joint Venture’s research and development initiative are
proceeding on time.Both the DHS and
lipase genes have been identified and isolated in banana, and the Rahan Joint
Venture is currently in the process of silencing these genes.  Two
Israeli field trials indicated that Senesco’s proprietary technology extends the
shelf life of the banana fruit up to 100%, while allowing the banana fruit to
ripen normally.  Later field trials have indicated what we believe are
promising disease tolerance results and we are currently performing additional
field trials to further assess disease tolerance.  However, as the
banana modified with our technology may be considered a genetically
modified  organism, or GMO, shelf life extension may have to be
combined with disease tolerance to gain acceptance by the
growers.




Agricultural
Research Program




Our
agricultural research and development is performed by three (3) researchers, at
our direction, at the University of Waterloo, where the technology was
developed.  Additional agricultural research and development is
performed by our partners in connection with the Scotts Agreement, the ArborGen
License, the Cal/West License, the Bayer Licenses, the Monsanto License and
through the Rahan Joint Venture.




The
discoverer of our technology, John E. Thompson, Ph.D., is the Associate Vice
President, Research and former Dean of Science at the University of Waterloo in
Ontario, Canada, and is our Executive Vice President and Chief Scientific
Officer.  Dr. Thompson is also one of our directors and owns 2.9% of
the outstanding shares of our common stock, $0.01 par value, as of June 30,
2009.  On September 1, 1998, we entered into, and have extended
through August 31, 2010, a research and development agreement with the
University of Waterloo and Dr. Thompson as the principal
inventor.  The Research and Development Agreement provides that the
University of Waterloo will perform research and development under our
direction, and we will pay for the cost of this work and make certain payments
to the University of Waterloo.  In return for payments made under the
Research and Development Agreements, we have all rights to the intellectual
property derived from the research.




Agricultural
Competition




Our
competitors in both human health and agriculture that are presently attempting
to distribute their technology have generally utilized one of the following
distribution channels:




·
            licensing
      technology to major marketing and distribution
  partners;




·
            entering
      into strategic alliances; or




·
            developing
      in-house production and marketing
capabilities.




-10-




In
addition, some competitors are established distribution companies, which
alleviates the need for strategic alliances, while others are attempting to
create their own distribution and marketing channels.




Our
competitors in the field of delaying plant senescence are companies that develop
and produce transformed plants with a variety of enhanced
traits.  Such companies include: Mendel Biotechnology; Renessen LLC;
Exelixis Plant Sciences, Inc.; Syngenta International AG; and Eden Bioscience
Corporation, among others.





Agricultural
Development Program





Generally,
projects with our licensees and joint venture partner begin by transforming seed
or germplasm to incorporate our technology.  Those seeds or germplasm
are then grown in our partners’ greenhouses.  After successful
greenhouse trials, our partners will transfer the plants to the field for field
trials.  After completion of successful field trials, our partners may
have to apply for and receive regulatory approval prior to initiation of any
commercialization activities.




Generally,
the approximate time to complete each sequential development step is as
follows:




Seed
      Transformation
              approximately
      1 to 2 yearsGreenhouse
              approximately
      1 to 2 yearsField
      Trials
              approximately
      2 to 5 years





The
actual amount of time spent on each development phase depends on the crop, its
growth cycle and the success of the transformation achieving the desired
results.  As such, the amount of time for each phase of development
could vary, or the time frames may change.




The
development of our technology with Poet is different than our other licenses in
that we are modifying certain production inputs for ethanol.  That
process involves modifying the inputs, testing such inputs in Poet’s production
process and if successful, implementing such inputs in Poet’s production process
on a plant by plant basis.


-11-




The
status of each of our projects with our partners is as follows:




Project
                      
                      Partner
                      
                      StatusBanana
                      
                      Rahan
      Meristem-
      Shelf Life
                      
                      
                      
                      Field
      trials-
      Disease Resistance
                      
                      
                      
                      Field trialsTrees
                      
                      Arborgen-
      Growth
                      
                      
                      
                      Field trialsAlfalfa
                      
                      Cal/West
                      
                      GreenhouseCorn
                      
                      Monsanto
                      
                      Proof
      of concept ongoingCotton
                      
                      Bayer
                      
                      Proof
      of concept ongoingCanola
                      
                      Bayer
                      
                      Seed
      transformationRice
                      
                      Bayer
                      
                      Proof
      of concept ongoingSoybean
                      
                      Monsanto
                      
                      Proof
      of concept ongoingTurfgrass
                      
                      The
      Scotts Company
                      
                      GreenhouseBedding
      Plants
                      
                      The
      Scotts Company
                      
                      GreenhouseEthanol
                      
                      Poet
                      
                      Modify
      inputs




Commercialization
by our partners may require a combination of traits in a crop, such as both
shelf life and disease resistance, or other traits.




Based
upon our commercialization strategy, we anticipate that there may be a
significant period of time before plants enhanced using our technology reach
consumers.  Thus, we have not begun to actively market our technology
directly to consumers, but rather, we have sought to establish ourselves within
the industry through presentations at industry conferences, our website and
direct communication with prospective licensees.




Consistent
with our commercialization strategy, we intend to attract other companies
interested in strategic partnerships or licensing our technology, which may
result in additional license fees, revenues from contract research and other
related revenues.  Successful future operations will depend on our
ability to transform our research and development activities into a commercially
feasible technology.




Intellectual
Property




We
have nineteen (19) issued patents from the United States Patent and Trademark
Office, or PTO, and twenty-six (26) issued patents from foreign countries,
thirty-three (33) of which are for the use of our technology in agricultural
applications and twelve (12) of which relate to human health
applications.




In
addition to our forty-five (45) patents, we have a wide variety of patent
applications, including divisional applications and continuations-in-part, in
process with the PTO and internationally.  We intend to continue our
strategy of enhancing these new patent applications through the addition of data
as it is collected.


-12-




Government
Regulation





At
present, the U.S. federal government regulation of biotechnology is divided
among three agencies: (i) the U.S. Department of Agriculture regulates the
import, field-testing and interstate movement of specific types of genetic
engineering that may be used in the creation of transformed plants; (ii) the
Environmental Protection Agency regulates activity related to the invention of
plant pesticides and herbicides, which may include certain kinds of transformed
plants; and (iii) the FDA regulates foods derived from new plant
varieties.  The FDA requires that transformed plants meet the same
standards for safety that are required for all other plants and foods in
general.  Except in the case of additives that significantly alter a
food’s structure, the FDA does not require any additional standards or specific
approval for genetically engineered foods but expects transformed plant
developers to consult the FDA before introducing a new food into the market
place.




In
addition, our ongoing preclinical research with cell lines and lab animal models
of human disease is not currently subject to the FDA requirements that govern
clinical trials.  However, use of our technology, if developed for
human health applications, will also be subject to FDA
regulation.  Generally, the FDA must approve any drug or biologic
product before it can be marketed in the United States.  In addition,
prior to being sold outside of the U.S., any products resulting from the
application of our human health technology must be approved by the regulatory
agencies of foreign governments.  Prior to filing a new drug
application or biologics license application with the FDA, we would have to
perform extensive clinical trials, and prior to beginning any clinical trial, we
need to perform extensive preclinical testing which could take several years and
may require substantial expenditures.




We
believe that our current activities, which to date have been confined to
research and development efforts, do not require licensing or approval by any
governmental regulatory agency. However, we, or our licensees, may be required
to obtain such licensing or approval from governmental regulatory agencies prior
to the commercialization of our genetically transformed plants and the
application of our human health technology.




Employees




In
addition to the eleven (11) scientists performing funded research for us at Mayo
Clinic, the University of Virginia, and the University of Waterloo, we have five
(5) employees and one (1) consultant, four (4) of whom are executive officers
and who are involved in our management.   We do not anticipate
hiring any additional employees over the next twelve months.




The
officers are assisted by a Scientific Advisory Board that consists of prominent
experts in the fields of plant and human cell biology as follows:




·
            Alan
      Bennett, Ph.D., who serves as the Chairman of the Scientific Advisory
      Board, is the Associate Vice Chancellor of the Office of Technology
      Transfer at the University of California.  His research
      interests include the molecular biology of tomato fruit development and
      ripening, the molecular basis of membrane transport, and cell wall
      disassembly.




-13-




·
            Charles
      A. Dinarello, M.D., who serves as a member of the Scientific Advisory
      Board, is a Professor of Medicine at the University of Colorado School of
      Medicine, a member of the U.S. National Academy of Sciences and the author
      of over 500 published research articles.  In addition to his
      active academic research career, Dr. Dinarello has held advisory positions
      with two branches of the National Institutes of Health and positions on
      the Board of Governors of both the Weizmann Institute and Ben Gurion
      University.




·
            James
      E. Meier is an Associate Professor of Medicine at Beth Israel Deaconess
      Medical Center, a teaching hospital of Harvard Medical School. He is also
      a practicing physician in the Division of Hematology-Oncology at Beth
      Israel. Dr. Mier’s research is funded by the NIH and he is a member of
      numerous professional societies.




Furthermore,
pursuant to the Research and Development Agreements, a substantial amount of our
research and development activities are conducted at the University of Waterloo
under the supervision of Dr. Thompson, our Executive Vice President and Chief
Scientific Officer. We utilize the University’s research staff including
graduate and post-graduate researchers.




We
have also undertaken preclinical apoptosis research at the University of
Colorado under the supervision of Dr. Dinarello.  In addition to the
research being conducted at the University of Colorado, we have also undertaken
preclinical apoptosis research at Mayo Clinic, and the University of
Virginia.  This research is performed pursuant to specific project
proposals that have agreed-upon research outlines, timelines and
budgets.  We may also contract research to additional university
laboratories or to other companies in order to advance the development of our
technology.


-14-





Safe
Harbor Statement




The
statements contained in this Annual Report on Form 10-K that are not historical
facts are forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements may be identified
by, among other things, the use of forward-looking terminology such as
“believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties.  In particular, our
statements regarding the anticipated growth in the markets for our technologies,
the continued advancement of our research, the approval of our patent
applications, the possibility of governmental approval in order to sell or offer
for sale to the general public a genetically engineered plant or plant product,
the successful implementation of our commercialization strategy, including the
success of the ArborGen Agreement, the Cal/West License, The Scotts License, the
Broin License, the Bayer Licenses, the Monsanto License, and the Research and
Development Agreements, the successful implementation of the Rahan Joint
Venture, statements relating to our patent applications, the anticipated long
term growth of our business, the results of our preclinical studies, if any, our
ability to comply with the continued listing standards of the NYSE
Amex,  and the timing of the projects and trends in future operating
performance are examples of such forward-looking statements.  The
forward-looking statements include risks and uncertainties, including, but not
limited to, our limited operating history, our  need for additional
capital to fund our operations until we are able to generate a
profit,  the current economic environment, our dependence on a single
principal technology, our outsourcing of our research and development
activities, our  significant future capital needs, our dependence on
our patents and proprietary rights and the enforcement of these rights, the
potential for our competitors to allege that we are infringing upon their
intellectual property rights, the potential that our technology infringes the
intellectual property of our competitors or other third parties, the potential
that our security measures may not adequately protect our unpatented technology,
potential difficulty in managing our growth and expanding our operations, our
lack of marketing or sales history and dependence on third-party marketing
partners, our potential future dependence on joint ventures and strategic
alliances to develop and market our technology, the intense competition in the
human health and agricultural biotechnology industries, the various government
regulations that our business is subject to, the potential that our preclinical
studies and clinical trials of our human health applications may be
unsuccessful, any inability to license from third parties their proprietary
technologies or processes which we use in connection with the development of our
technology, the length, expense and uncertainty associated
with  clinical trials for our human health technology, the potential
that, even if we receive regulatory approval, consumers may not accept products
containing our technology, our dependence on key personnel, the potential that
certain provisions of our charter, by-laws and Delaware law could make a
takeover difficult, increasing political and social turmoil, the potential that
our management and other affiliates, due to their significant control of our
common stock ability to significantly influence our actions,  the
potential that a significant portion of our total outstanding shares of common
stock may be sold in the market in the near future, the limited trading market
of our common stock, the potential that our common stock may be delisted from
the NYSE Amex Exchange, fluctuations in the market price of our common stock,
our dividend policy and potential for our stockholders to be
diluted.


-15-




ITEM
      1A:
              Factors
      That May Affect Our Business, Future Operating Results and Financial
      Condition




The more
prominent risks and uncertainties inherent in our business are described below.
However, additional risks and uncertainties may also impair our business
operations.  If any of the following risks actually occur, our
business, financial condition or results of operations may suffer.




Risks Related to Our
Business




We have a limited operating history
and have incurred substantial losses and expect to incur future
losses.




We are a
development stage biotechnology company with a limited operating history and
limited assets and capital.  We have incurred losses each year since
inception and had an accumulated deficit of $35,949,899 at June 30, 2009.
We have generated minimal revenues by licensing our technology for certain crops
to companies willing to share in our development costs. In addition, our
technology may not be ready for commercialization for several years. We expect
to continue to incur losses for the next several years because we anticipate
that our expenditures on research and development, and administrative activities
will significantly exceed our revenues during that period. We cannot predict
when, if ever, we will become profitable.




We
may need additional capital to fund our operations until we are able to generate
a profit.




Our
operations to date have required significant cash expenditures.  Our
future capital requirements will depend on the results of our research and
development activities, preclinical and clinical studies, and competitive and
technological advances.




In
addition, the financings with YA Global Investments, L.P., referred to herein as
YA Global, and Stanford Venture Capital Holdings, Inc., referred to herein as
Stanford, are secured by all of our assets.  If we default under the
convertible notes, the investors may foreclose on our assets and our
business.  As a result, we will need to obtain more funding in the
future through collaborations or other arrangements with research institutions
and corporate partners, or public and private offerings of our securities,
including debt or equity financing.  We may not be able to obtain
adequate funds for our operations from these sources when needed or on
acceptable terms. Future collaborations or similar arrangements may require us
to license valuable intellectual property to, or to share substantial economic
benefits with, our collaborators.  If we raise additional capital by
issuing additional equity or securities convertible into equity, our
stockholders may experience dilution and our share price may
decline.  Any debt financing may result in restrictions on our
spending.




If we are
unable to raise additional funds, we will need to do one or more of the
following:




·
            delay,
      scale-back or eliminate some or all of our research and product
      development programs;




-16-




·
            license
      third parties to develop and commercialize products or technologies that
      we would otherwise seek to develop and commercialize
      ourselves;




·
            seek
      strategic alliances or business
combinations;




·
            attempt
      to sell our company;




·
            cease
      operations; or




·
            declare
      bankruptcy.




We
believe that at the projected rate of spending, and with the proceeds from the
private placement completed in July 2009 and the proceeds from the proposed
private placements pending NYSE AMEX approval, as of June 30, 2009, we
should have sufficient cash and investments to maintain our present operations
for the next six(6) months as of June 30, 2009.




We
may be adversely affected by the current economic environment.




Our
ability to obtain financing, invest in and grow our business, and meet our
financial obligations depends on our operating and financial performance, which
in turn is subject to numerous factors.  In addition to factors
specific to our business, prevailing economic conditions and financial, business
and other factors beyond our control can also affect our business and ability to
raise capital.  We cannot anticipate all of the ways in which the
current economic climate and financial market conditions could adversely impact
our business.




We depend on a single principal
technology and, if our technology is not commercially successful, we will have
no alternative source of revenue.




Our
primary business is the development and licensing of technology to identify,
isolate, characterize and promote or silence genes which control the death of
cells in humans and plants. Our future revenue and profitability critically
depend upon our ability to successfully develop apoptosis and senescence gene
technology and later license or market such technology.  We have
conducted experiments on certain crops with favorable results and have conducted
certain preliminary cell-line and animal experiments, which have provided us
with data upon which we have designed additional research programs. However, we
cannot give any assurance that our technology will be commercially successful or
economically viable for any crops or human health applications.




In
addition, no assurance can be given that adverse consequences might not result
from the use of our technology such as the development of negative effects on
humans or plants or reduced benefits in terms of crop yield or
protection.  Our failure to obtain market acceptance of our technology
or of our current or potential licensees to successfully commercialize such
technology would have a material adverse effect on our
business.


-17-


We
outsource all of our research and development activities and, if we are
unsuccessful in maintaining our alliances with these third parties, our research
and development efforts may be delayed or curtailed.




We rely
on third parties to perform all of our research and development
activities.  Our research and development efforts take place at the
University of Waterloo in Ontario, Canada, where our technology was discovered,
Mayo Clinic, the University of Virginia and with our commercial
partners.  At this time, we do not have the internal capabilities to
perform our research and development activities. Accordingly, the failure of
third-party research partners to perform under agreements entered into with us,
or our failure to renew important research agreements with these third parties,
may delay or curtail our research and development efforts.




We
have significant future capital needs and may be unable to raise capital when
needed, which could force us to delay or reduce our research and development
efforts.




As of
June 30, 2009, we had cash and highly-liquid investments of $1,430,569 and
working capital of $1,259,300. In July 2009, we received aggregate net proceeds
of approximately $900,000 from a private placement of our equity securities and
entered into securities purchase agreements for an additional $725,000 of net
proceeds from other private placement of our equity securities.  The
securities purchase agreements for the additional $725,000 of net proceeds is
subject to NYSE AMEX approval before we may receive such net
proceeds.  Using our available reserves as of June 30, 2009 and the
net proceeds from the private equity financings, we believe that we can operate
according to our current business plan for the next six (6) months from
June 30, 2009.  To date, we have generated minimal revenues and
anticipate that our operating costs will exceed any revenues generated over the
next several years. Therefore, we will be required to raise additional capital
in the future in order to operate in accordance with our current business plan,
and this funding may not be available on favorable terms, if at
all.  If we are unable to raise additional funds, we will need to do
one or more of the following:




·
            delay,
      scale back or eliminate some or all of our research and development
      programs;




·
            provide
      a license to third parties to develop and commercialize our technology
      that we would otherwise seek to develop and commercialize
      ourselves;




·
            seek
      strategic alliances or business
combinations;




·
            attempt
      to sell our company;




·
            cease
      operations; or




·
            declare
      bankruptcy.




-18-


In
addition, in connection with any funding, if we need to issue more equity
securities than our certificate of incorporation currently authorizes, or more
than 20% of the shares of our common stock outstanding, we may need stockholder
approval.  If stockholder approval is not obtained or if adequate
funds are not available, we may be required to curtail operations significantly
or to obtain funds through arrangements with collaborative partners or others
that may require us to relinquish rights to certain of our technologies, product
candidates, products or potential markets.  Investors may experience
dilution in their investment from future offerings of our common
stock.  For example, if we raise additional capital by issuing equity
securities, such an issuance would reduce the percentage ownership of existing
stockholders.  In addition, assuming the exercise of all options and
warrants outstanding and the conversion of the notes into common stock, as of
June 30, 2009, we had 4,383,328 shares of common stock authorized but unissued
and unreserved, which may be issued from time to time by our board of directors
without stockholder approval.  In connection with our private
placement of equity securities, in July 2009, we issued an aggregate of an
additional 1,055,555 shares of common stock and warrants to purchase 2,902,778
shares of common stock. Therefore, assuming the exercise of all options and
warrants granted as of July 2009, we had 424,995 shares of common stock
authorized but unissued, which may be issued from time to time by our board of
directors without stockholder approval. Furthermore, we may need to issue
securities that have rights, preferences and privileges senior to our common
stock.  Failure to obtain financing on acceptable terms would have a
material adverse effect on our liquidity.




Since our
inception, we have financed all of our operations through private equity and
debt financings. Our future capital requirements depend on numerous factors,
including:




·
            the
      scope of our research and
development;




·
            our
      ability to attract business partners willing to share in our development
      costs;




·
            our
      ability to successfully commercialize our
  technology;




·
            competing
      technological and market
developments;




·
            our
      ability to enter into collaborative arrangements for the development,
      regulatory approval and commercialization of other products;
      and




·
            the
      cost of filing, prosecuting, defending and enforcing patent claims and
      other intellectual property rights.




Our
business depends upon our patents and proprietary rights and the enforcement of
these rights.  Our failure to obtain and maintain patent protection
may increase competition and reduce demand for our technology.




As a
result of the substantial length of time and expense associated with developing
products and bringing them to the marketplace in the biotechnology and
agricultural industries, obtaining and maintaining patent and trade secret
protection for technologies, products and processes is of vital
importance.  Our success will depend in part on several factors,
including, without limitation:




·
            our
      ability to obtain patent protection for our technologies and
      processes;




·
            our
      ability to preserve our trade secrets;
and




-19-




·
            our
      ability to operate without infringing the proprietary rights of other
      parties both in the United States and in foreign
  countries.




As of
June 30, 2009, we have been issued nineteen (19) patents by the PTO and
twenty-six (26) patents from foreign countries.  We have also filed
numerous patent applications for our technology in the United States and in
several foreign countries, which technology is vital to our primary business, as
well as several Continuations in Part on these patent
applications.  Our success depends in part upon the grant of patents
from our pending patent applications.




Although
we believe that our technology is unique and that it will not violate or
infringe upon the proprietary rights of any third party, we cannot assure you
that these claims will not be made or if made, could be successfully defended
against.  If we do not obtain and maintain patent protection, we may
face increased competition in the United States and internationally, which would
have a material adverse effect on our business.




Since
patent applications in the United States are maintained in secrecy until patents
are issued, and since publication of discoveries in the scientific and patent
literature tend to lag behind actual discoveries by several months, we cannot be
certain that we were the first creator of the inventions covered by our pending
patent applications or that we were the first to file patent applications for
these inventions.




In
addition, among other things, we cannot assure you that:




·
            our
      patent applications will result in the issuance of
  patents;




·
            any
      patents issued or licensed to us will be free from challenge and if
      challenged, would be held to be
valid;




·
            any
      patents issued or licensed to us will provide commercially significant
      protection for our technology, products and
  processes;




·
            other
      companies will not independently develop substantially equivalent
      proprietary information which is not covered by our patent
      rights;




·
            other
      companies will not obtain access to our
  know-how;




·
            other
      companies will not be granted patents that may prevent the
      commercialization of our technology;
or




·
            we
      will not incur licensing fees and the payment of significant other fees or
      royalties to third parties for the use of their intellectual property in
      order to enable us to conduct our
business.




-20-




Our
competitors may allege that we are infringing upon their intellectual property
rights, forcing us to incur substantial costs and expenses in resulting
litigation, the outcome of which would be uncertain.




Patent
law is still evolving relative to the scope and enforceability of claims in the
fields in which we operate.  We are like most biotechnology companies
in that our patent protection is highly uncertain and involves complex legal and
technical questions for which legal principles are not yet firmly
established.  In addition, if issued, our patents may not contain
claims sufficiently broad to protect us against third parties with similar
technologies or products, or provide us with any competitive
advantage.




The PTO
and the courts have not established a consistent policy regarding the breadth of
claims allowed in biotechnology patents.  The allowance of broader
claims may increase the incidence and cost of patent interference proceedings
and the risk of infringement litigation.  On the other hand, the
allowance of narrower claims may limit the scope and value of our proprietary
rights.




The laws
of some foreign countries do not protect proprietary rights to the same extent
as the laws of the United States, and many companies have encountered
significant problems and costs in protecting their proprietary rights in these
foreign countries.




We could
become involved in infringement actions to enforce and/or protect our
patents.  Regardless of the outcome, patent litigation is expensive
and time consuming and would distract our management from other
activities.  Some of our competitors may be able to sustain the costs
of complex patent litigation more effectively than we could because they have
substantially greater resources.  Uncertainties resulting from the
initiation and continuation of any patent litigation could limit our ability to
continue our operations.




If
our technology infringes the intellectual property of our competitors or other
third parties, we may be required to pay license fees or damages.




If any
relevant claims of third-party patents that are adverse to us are upheld as
valid and enforceable, we could be prevented from commercializing our technology
or could be required to obtain licenses from the owners of such
patents.  We cannot assure you that such licenses would be available
or, if available, would be on acceptable terms.  Some licenses may be
non-exclusive and, therefore, our competitors may have access to the same
technology licensed to us.  In addition, if any parties successfully
claim that the creation or use of our technology infringes upon their
intellectual property rights, we may be forced to pay damages, including treble
damages.




-21-




Our
security measures may not adequately protect our unpatented technology and, if
we are unable to protect the confidentiality of our proprietary information and
know-how, the value of our technology may be adversely affected.




Our
success depends upon know-how, unpatentable trade secrets, and the skills,
knowledge and experience of our scientific and technical
personnel.  As a result, we require all employees to agree to a
confidentiality provision in their employment agreement that prohibits the
disclosure of confidential information to anyone outside of our company, during
the term of employment and thereafter.  We also require all employees
to disclose and assign to us the rights to their ideas, developments,
discoveries and inventions.  We also attempt to enter into similar
agreements with our consultants, advisors and research
collaborators.  We cannot assure you that adequate protection for our
trade secrets, know-how or other proprietary information against unauthorized
use or disclosure will be available.




We
occasionally provide information to research collaborators in academic
institutions and request that the collaborators conduct certain
tests.  We cannot assure you that the academic institutions will not
assert intellectual property rights in the results of the tests conducted by the
research collaborators, or that the academic institutions will grant licenses
under such intellectual property rights to us on acceptable terms, if at
all.  If the assertion of intellectual property rights by an academic
institution is substantiated, and the academic institution does not grant
intellectual property rights to us, these events could limit our ability to
commercialize our technology.




As
we evolve from a company primarily involved in the research and development of
our technology into one that is also involved in the commercialization of our
technology, we may have difficulty managing our growth and expanding our
operations.




As our
business grows, we may need to add employees and enhance our management, systems
and procedures.  We may need to successfully integrate our internal
operations with the operations of our marketing partners, manufacturers,
distributors and suppliers to produce and market commercially viable
products.  We may also need to manage additional relationships with
various collaborative partners, suppliers and other
organizations.  Although we do not presently conduct research and
development activities in-house, we may undertake those activities in the
future.  Expanding our business may place a significant burden on our
management and operations.  We may not be able to implement
improvements to our management information and control systems in an efficient
and timely manner and we may discover deficiencies in our existing systems and
controls.  Our failure to effectively respond to such changes may make
it difficult for us to manage our growth and expand our operations.




We
have no marketing or sales history and depend on third-party marketing
partners.  Any failure of these parties to perform would delay or
limit our commercialization efforts.




We have
no history of marketing, distributing or selling biotechnology products and we
are relying on our ability to successfully establish marketing partners or other
arrangements with third parties to market, distribute and sell a commercially
viable product both here and abroad.  Our business plan envisions
creating strategic alliances to access needed commercialization and marketing
expertise.  We may not be able to attract qualified sub-licensees,
distributors or marketing partners, and even if qualified, these marketing
partners may not be able to successfully market agricultural products or human
health applications developed with our technology.  If our current or
potential future marketing partners fail to provide adequate levels of sales,
our commercialization efforts will be delayed or limited and we may not be able
to generate revenue.


-22-




We
will depend on joint ventures and strategic alliances to develop and market our
technology and, if these arrangements are not successful, our technology may not
be developed and the expenses to commercialize our technology will
increase.




In its
current state of development, our technology is not ready to be marketed to
consumers.  We intend to follow a multi-faceted commercialization
strategy that involves the licensing of our technology to business partners for
the purpose of further technological development, marketing and
distribution.  We have and are seeking business partners who will
share the burden of our development costs while our technology is still being
developed, and who will pay us royalties when they market and distribute
products incorporating our technology upon commercialization.  The
establishment of joint ventures and strategic alliances may create future
competitors, especially in certain regions abroad where we do not pursue patent
protection.  If we fail to establish beneficial business partners and
strategic alliances, our growth will suffer and the continued development of our
technology may be harmed.




Competition
in the human health and agricultural biotechnology industries is intense and
technology is changing rapidly.  If our competitors market their
technology faster than we do, we may not be able to generate revenues from the
commercialization of our technology.




Many
human health and agricultural biotechnology companies are engaged in research
and development activities relating to apoptosis and senescence.  The
market for plant protection and yield enhancement products is intensely
competitive, rapidly changing and undergoing consolidation.  We may be
unable to compete successfully against our current and future competitors, which
may result in price reductions, reduced margins and the inability to achieve
market acceptance for products containing our technology.  Our
competitors in the field of plant senescence gene technology are companies that
develop and produce transgenic plants and include major international
agricultural companies, specialized biotechnology companies, research and
academic institutions and, potentially, our joint venture and strategic alliance
partners.  These companies include: Mendel Biotechnology, Inc.,
Renessen LLC, Exelixis Plant Sciences, Inc., Syngenta International AG, and Eden
Bioscience Corporation, among others.  Some of our competitors that
are involved in apoptosis research include:  Amgen Inc.; Centocor,
Inc.; Genzyme Corporation; OSI Pharmaceuticals, Inc.; Novartis AG; Introgen
Therapeutics, Inc.; Genta, Inc.; and Vertex Pharmaceuticals,
Inc.  Many of these competitors have substantially greater financial,
marketing, sales, distribution and technical resources than us and have more
experience in research and development, clinical trials, regulatory matters,
manufacturing and marketing.  We anticipate increased competition in
the future as new companies enter the market and new technologies become
available.  Our technology may be rendered obsolete or uneconomical by
technological advances or entirely different approaches developed by one or more
of our competitors, which will prevent or limit our ability to generate revenues
from the commercialization of our technology.


-23-




Our
business is subject to various government regulations and, if we or our
licensees are unable to obtain regulatory approval, we may not be able to
continue our operations.




At
present, the U.S. federal government regulation of biotechnology is divided
among three agencies:




·
            the
      USDA regulates the import, field testing and interstate movement of
      specific types of genetic engineering that may be used in the creation of
      transgenic plants;




·
            the
      EPA regulates activity related to the invention of plant pesticides and
      herbicides, which may include certain kinds of transgenic plants;
      and




·
            the
      FDA regulates foods derived from new plant
  varieties.




The FDA
requires that transgenic plants meet the same standards for safety that are
required for all other plants and foods in general.  Except in the
case of additives that significantly alter a food’s structure, the FDA does not
require any additional standards or specific approval for genetically engineered
foods, but expects transgenic plant developers to consult the FDA before
introducing a new food into the marketplace.




Use of
our technology, if developed for human health applications, will also be subject
to FDA regulation.  The FDA must approve any drug or biologic product
before it can be marketed in the United States.  In addition, prior to
being sold outside of the U.S., any products resulting from the application of
our human health technology must be approved by the regulatory agencies of
foreign governments.  Prior to filing a new drug application or
biologics license application with the FDA, we would have to perform extensive
clinical trials, and prior to beginning any clinical trial, we would need to
perform extensive preclinical testing which could take several years and may
require substantial expenditures.




We
believe that our current activities, which to date have been confined to
research and development efforts, do not require licensing or approval by any
governmental regulatory agency. However, we are planning on performing clinical
trials, which would be subject to FDA approval.  Additionally,
federal, state and foreign regulations relating to crop protection products and
human health applications developed through biotechnology are subject to public
concerns and political circumstances, and, as a result, regulations have changed
and may change substantially in the future.  Accordingly, we may
become subject to governmental regulations or approvals or become subject to
licensing requirements in connection with our research and development efforts.
We may also be required to obtain such licensing or approval from the
governmental regulatory agencies described above, or from state agencies, prior
to the commercialization of our genetically transformed plants and human health
technology.  In addition, our marketing partners who utilize our
technology or sell products grown with our technology may be subject to
government regulations.  If unfavorable governmental regulations are
imposed on our technology or if we fail to obtain licenses or approvals in a
timely manner, we may not be able to continue our operations.


-24-




Preclinical
studies and clinical trials of our human health applications may be
unsuccessful, which could delay or prevent regulatory approval.




Preclinical
studies may reveal that our human health technology is ineffective or harmful,
and/or clinical trials may be unsuccessful in demonstrating efficacy and safety
of our human health technology, which would significantly limit the possibility
of obtaining regulatory approval for any drug or biologic product manufactured
with our technology.  The FDA requires submission of extensive
preclinical, clinical and manufacturing data to assess the efficacy and safety
of potential products. Furthermore, the success of preliminary studies does not
ensure commercial success, and later-stage clinical trials may fail to confirm
the results of the preliminary studies.




Any
inability to license from third parties their proprietary technologies or
processes which we use in connection with the development of our technology may
impair our business.




Other
companies, universities and research institutions have or may obtain patents
that could limit our ability to use our technology in a product candidate or
impair our competitive position.  As a result, we would have to obtain
licenses from other parties before we could continue using our technology in a
product candidate.  Any necessary licenses may not be available on
commercially acceptable terms, if at all.  If we do not obtain
required licenses, we may not be able to develop our technology into a product
candidate or we may encounter significant delays in development while we
redesign methods that are found to infringe on the patents held by
others.




Clinical
trials for our human health technology will be lengthy and expensive and their
outcome is uncertain




Before
obtaining regulatory approval for the commercial sales of any product containing
our technology, we must demonstrate through clinical testing that our technology
and product containing our technology is safe and effective for use in
humans.  Conducting clinical trials is a time-consuming, expensive and
uncertain process and typically requires years to complete.  In our
industry, the results from preclinical studies and early clinical trials often
are not predictive of results obtained in later-stage clinical
trials.  Some products and technologies that have shown promising
results in preclinical studies or early clinical trials subsequently fail to
establish sufficient safety and efficacy data necessary to obtain regulatory
approval.  At any time during clinical trials we or the FDA might
delay or halt any clinical trial for various reasons, including:




·
            occurrence
      of unacceptable toxicities or side
effects;




·
            ineffectiveness
      of the product candidate;




·
            negative
      or inconclusive results from the clinical trials, or results that
      necessitate additional studies or clinical
  trials;




·
            delays
      in obtaining or maintaining required approvals from institutions, review
      boards or other reviewing entities at clinical
  sites;




·
            delays
      in patient enrollment; or




-25-




·
            insufficient
      funding or a reprioritization of financial or other
    resources.




Any
failure or substantial delay in successfully completing clinical trials and
obtaining regulatory approval for our product candidates could severely harm our
business.




Even
if we receive regulatory approval, consumers may not accept products containing
our technology, which will prevent us from being profitable since we have no
other source of revenue.




We cannot
guarantee that consumers will accept products containing our
technology.  Recently, there has been consumer concern and consumer
advocate activism with respect to genetically-engineered agricultural consumer
products.  The adverse consequences from heightened consumer concern
in this regard could affect the markets for agricultural products developed with
our technology and could also result in increased government regulation in
response to that concern. If the public or potential customers perceive our
technology to be genetic modification or genetic engineering, agricultural
products grown with our technology may not gain market acceptance.




We
depend on our key personnel and, if we are not able to attract and retain
qualified scientific and business personnel, we may not be able to grow our
business or develop and commercialize our technology.




We are
highly dependent on our scientific advisors, consultants and third-party
research partners.  Our success will also depend in part on the
continued service of our key employees and our ability to identify, hire and
retain additional qualified personnel in an intensely competitive
market.  Although we have employment agreements with all of our key
employees and a research agreement with Dr. John Thompson, these agreements may
be terminated upon short or no notice.  We do not maintain key person
life insurance on any member of management.  The failure to attract
and retain key personnel could limit our growth and hinder our research and
development efforts.




Certain
provisions of our charter, by-laws and Delaware law could make a takeover
difficult.




Certain
provisions of our certificate of incorporation and by-laws could make it more
difficult for a third party to acquire control of us, even if the change in
control would be beneficial to stockholders.  Our certificate of
incorporation authorizes our board of directors to issue, without stockholder
approval, except as may be required by the rules of the NYSE Amex Exchange,
5,000,000 shares of preferred stock with voting, conversion and other rights and
preferences that could adversely affect the voting power or other rights of the
holders of our common stock.  Similarly, our by-laws do not restrict
our board of directors from issuing preferred stock without stockholder
approval.




In
addition, we are subject to the Business Combination Act of the Delaware General
Corporation Law which, subject to certain exceptions, restricts certain
transactions and business combinations between a corporation and a stockholder
owning 15% or more of the corporation’s outstanding voting stock for a period of
three years from the date such stockholder becomes a 15% owner.  These
provisions may have the effect of delaying or preventing a change of control of
us without action by our stockholders and, therefore, could adversely affect the
value of our common stock.


-26-




Furthermore,
in the event of our merger or consolidation with or into another corporation, or
the sale of all or substantially all of our assets in which the successor
corporation does not assume our outstanding equity awards or issue equivalent
equity awards, our current equity plans require the accelerated vesting of such
outstanding equity awards.




Increasing
political and social turmoil, such as terrorist and military actions, increase
the difficulty for us and our strategic partners to forecast accurately and plan
future business activities.




Recent
political and social turmoil, can be expected to put further pressure on
economic conditions in the United States and worldwide.  These
political, social and economic conditions may make it difficult for us to plan
future business activities.




Risks Related to Our Common
Stock




Our
management and other affiliates have significant control of our common stock and
could significantly influence our actions in a manner that conflicts with our
interests and the interests of other stockholders.




As of
June 30, 2009, our executive officers, directors and affiliated entities
together beneficially own approximately 59.7% of the outstanding shares of our
common stock, assuming the exercise of options and warrants which are currently
exercisable or will become exercisable within 60 days of June 30, 2009, held by
these stockholders. As of July 9, 2009, upon the closing of our private
placement of equity securities, our executive officers, directors and affiliated
entities together beneficially own approximately 57.9% of the outstanding shares
of our common stock, assuming the exercise of options and warrants which are
currently exercisable or will become exercisable within 60 days of July 9, 2009,
held by these stockholders.  As a result, these stockholders, acting
together, will be able to exercise significant influence over matters requiring
approval by our stockholders, including the election of directors, and may not
always act in the best interests of other stockholders.  Such a
concentration of ownership may have the effect of delaying or preventing a
change in control of us, including transactions in which our stockholders might
otherwise receive a premium for their shares over then current market
prices.  Stanford is one such major stockholder of the
Company.




In
February 2009, the SEC filed a civil lawsuit accusing certain executives of
Stanford of fraud and the company's assets were subsequently placed in
receivership.  It is unclear at this point, what impact, if any, the
ongoing investigation of Stanford may have on the Company.




-27-




A
significant portion of our total outstanding shares of common stock may be sold
in the market in the near future, which could cause the market price of our
common stock to drop significantly.




As of
June 30, 2009, we had 19,812,041 shares of our common stock issued and
outstanding, of which approximately 5,319,639 shares are registered pursuant
to  registration statements on Form S-3 and the remainder of which are
either eligible to be sold under SEC Rule 144 or are in the public
float.  In addition, we have registered 2,632,194 shares of our common
stock underlying warrants previously issued on the Form S-3 registration
statement and we registered 6,137,200 shares of our common stock underlying
options granted or to be granted under our stock option plan.  As of
July 9, 2009, upon closing of our private placement of equity securities and the
exercise of warrants on July 14, 2009, we had 21,817,596 shares of our common
stock issued and outstanding.  Consequently, sales of substantial
amounts of our common stock in the public market, or the perception that such
sales could occur, may have a material adverse effect on our stock
price.




Our
common stock has a limited trading market, which could limit your ability to
resell your shares of common stock at or above your purchase price.




Our
common stock is quoted on the NYSE Amex Exchange and currently has a limited
trading market.  The NYSE Amex Exchange requires us to meet minimum
financial requirements in order to maintain our listing.  We currently
do not believe that we meet the continued listing requirements of the NYSE Amex
Exchange.  If we do not meet the continued listing standards, we could
be delisted.  We cannot assure you that an active trading market will
develop or, if developed, will be maintained.  As a result, our
stockholders may find it difficult to dispose of shares of our common stock and,
as a result, may suffer a loss of all or a substantial portion of their
investment.




If
our common stock is delisted from the NYSE Amex Exchange, we may not be able to
list on any other stock exchange, and our common stock may be subject to the
“penny stock” regulations, which may affect the ability of our stockholders to
sell their shares.




The NYSE
Amex Exchange requires us to meet minimum financial requirements in order to
maintain our listing.  Currently, we do not believe that we meet the
$6,000,000 minimum net worth continued listing requirement of the NYSE AMEX
Exchange.  We have not yet received a notice of noncompliance from the NYSE
AMEX Exchange.  If we do receive a notice of noncompliance, we plan to
submit a plan to the NYSE AMEX Exchange discussing how we intend to regain
compliance with the continued listing requirements.  If the NYSE AMEX
does not accept our plan or we are unable to execute on the plan, it is possible
that we will be delisted.    If we are delisted from the
NYSE Amex Exchange, our common stock likely will become a “penny
stock”.  In general, regulations of the SEC define a “penny stock” to
be an equity security that is not listed on a national securities exchange or
the NASDAQ Stock Market and that has a market price of less than $5.00 per share
or with an exercise price of less than $5.00 per share, subject to certain
exceptions.  If our common stock becomes a penny stock, additional
sales practice requirements would be imposed on broker-dealers that sell such
securities to persons other than certain qualified investors.  For
transactions involving a penny stock, unless exempt, a broker-dealer must make a
special suitability determination for the purchaser and receive the purchaser’s
written consent to the transaction prior to the sale.  In addition,
the rules on penny stocks require delivery, prior to and after any penny stock
transaction, of disclosures required by the SEC.


-28-


If our
stock is not accepted for listing on the NYSE Amex Exchange, we will make every
possible effort to have it listed on the Over the Counter Bulletin Board, or the
OTC Bulletin Board.  If our common stock were to be traded on the OTC
Bulletin Board, the Securities Exchange Act of 1934, as amended, and related SEC
rules would impose additional sales practice requirements on broker-dealers that
sell our securities.  These rules may adversely affect the ability of
stockholders to sell our common stock and otherwise negatively affect the
liquidity, trading market and price of our common stock.




We
believe that the listing of our common stock on a recognized national trading
market, such as the NYSE Amex Exchange, is an important part of our business and
strategy.  Such a listing helps our stockholders by providing a
readily available trading market with current quotations.  Without
that, stockholders may have a difficult time getting a quote for the sale or
purchase of our stock, the sale or purchase of our stock would likely be made
more difficult and the trading volume and liquidity of our stock would likely
decline.  The absence of such a listing may adversely affect the
acceptance of our common stock as currency or the value accorded it by other
parties.  In that regard, the absence of a listing on a recognized
national trading market will also affect our ability to benefit from the use of
our operations and expansion plans, including for use in licensing agreements,
joint ventures, the development of strategic relationships and acquisitions,
which are critical to our business and strategy and none of which is currently
the subject of any agreement, arrangement or understanding, with respect to any
future financing or strategic relationship it may undertake.  A
delisting from the NYSE Amex Exchange could result in negative publicity and
could negatively impact our ability to raise capital in the future.




The
market price of our common stock may fluctuate and may drop below the price you
paid.




We cannot
assure you that you will be able to resell the shares of our common stock at or
above your purchase price.  The market price of our common stock may
fluctuate significantly in response to a number of factors, some of which are
beyond our control.  These factors include:




·
            quarterly
      variations in operating results;




·
            the
      progress or perceived progress of our research and development
      efforts;




·
            changes
      in accounting treatments or
principles;




·
            announcements
      by us or our competitors of new technology, product and service offerings,
      significant contracts, acquisitions or strategic
      relationships;




·
            additions
      or departures of key personnel;




·
            future
      offerings or resales of our common stock or other
    securities;




·
            stock
      market price and volume fluctuations of publicly-traded companies in
      general and development companies in particular;
  and




·
            general
      political, economic and market
conditions.




-29-




Because
we do not intend to pay, and have not paid, any cash dividends on our shares of
common stock, our stockholders will not be able to receive a return on their
shares unless the value of our common stock appreciates and they sell their
shares.




We have
never paid or declared any cash dividends on our common stock and we intend to
retain any future earnings to finance the development and expansion of our
business.  We do not anticipate paying any cash dividends on our
common stock in the foreseeable future.  Therefore, our stockholders
will not be able to receive a return on their investment unless the value of our
common stock appreciates and they sell their shares.




Our
stockholders may experience substantial dilution as a result of the conversion
of outstanding convertible debentures, or the exercise of options and warrants
to purchase our common stock.




As of
June 30, 2009, we have granted options outside of our stock option plan to
purchase 10,000 shares of our common stock and outstanding warrants to purchase
18,713,443 shares of our common stock.  In addition, as of June 30, 2009,
we have reserved 9,437,884 shares of our common stock for issuance upon the
exercise of options granted or available to be granted pursuant to our stock
option plan, all of which may be granted in the future.  The exercise of
these options and warrants will result in dilution to our existing stockholders
and could have a material adverse effect on our stock price. In addition, any
shares issued in connection with the YA Global financing or Stanford financing,
as further discussed elsewhere in this Form 10-Q, can also have a dilutive
effect and a possible material adverse effect on our stock price.  The
conversion price of the warrants are also subject to certain anti-dilution
adjustments.  The agreements with YA Global and Stanford provide for
the potential issuance of up to a total of 61,833,332 shares of our common
stock, of which 13,883,332 shares are included in outstanding warrants noted
above.




Item
1B.        Unresolved Staff
Comments.




None.




Item
2.         
 Properties.




We lease
office space in New Brunswick, New Jersey for a current monthly rental fee of
$6,612, subject to certain escalations for our proportionate share of increases,
over the base year of 2001, in the building's operating costs.  The
monthly rental fee will continue to increase by one percent each year through
the expiration date of the lease.  The lease expires in May
2011.  The space is in good condition, and we believe it will
adequately serve as our headquarters over the term of the lease.  We
also believe that this office space is adequately insured by the
lessor.




Item
3.           Legal
Proceedings.




We are not currently a party to any
legal proceedings; however, we may become involved in various claims and legal
actions arising in the ordinary course of business.




Item
4.           Submission of
Matters to a Vote of Security Holders.




None.


-30-


PART
II




Item 5.
            Market
      for Registrant’s Common Equity, Related StockholderMatters
      and Issuer Purchases of Equity
Securities.




Our
common stock trades on the NYSE Amex Exchange under the symbol SNT.




The
following table sets forth the range of the high and low sales price for our
common stock for each of the quarters since the quarter ended September 30,
2007, as reported on the NYSE Amex Exchange.




Quarter
                    Ended
                
                Common
                    StockHigh
                
                
                LowSeptember
      30, 2007
                
                $
                1.25
                
                
                $
                0.78December
      31, 2007
                
                $
                1.05
                
                
                $
                0.38March
      31, 2008
                
                $
                1.28
                
                
                $
                0.29June
      30, 2008
                
                $
                1.99
                
                
                $
                1.00September
      30, 2008
                
                $
                1.81
                
                
                $
                0.88December
      31, 2008
                
                $
                1.25
                
                
                $
                0.50March
      31, 2009
                
                $
                0.87
                
                
                $
                0.33June
      30, 2009
                
                $
                0.97
                
                
                $
                0.43







As of
September 15, 2009, the approximate number of holders of record of our common
stock was 240.This number does
not include “street name” or beneficial holders, whose shares are held of record
by banks, brokers and other financial institutions.




We have
neither paid nor declared dividends on our common stock since our inception and
we do not plan to pay dividends on our common stock in the foreseeable future.
We expect that any earnings, which we may realize, will be retained to finance
the growth of our company.




The
following table provides information about the securities authorized for
issuance under our equity compensation plans as of June 30, 2009.




EQUITY
COMPENSATION PLAN INFORMATION




Number
      of securities
                                    to
      be issued upon
                                    exercise
      of outstanding
                                    options,
      warrants
                                    and
      rights and restricted
                                    stock
      units
                                  
                                  
                                  Weighted-average
                                    exercise
      price of
                                    outstanding
      options,
                                    warrants
      and rights and
                                    restricted
      stock units
                                  
                                  
                                  Number
      of securities
                                    remaining
                                    available
      for future
                                    issuance
                                    under
      equity
                                    compensation
      plansEquity
      compensation plans approved by security holders
                                  
                                  
                                  4,550,412
                                  (1)
                                  
                                  $
                                  1.70
                                  
                                  
                                  
                                  5,887,472
                                  (2)Equity
      compensation plans not approved by security holders
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Total
                                  
                                  
                                  4,550,412
                                  (1)
                                  
                                  $
                                  1.70
                                  
                                  
                                  
                                  5,887,472
                                  (2)




-31-







(1)      Issued
pursuant to our 1998 Stock Plan and 2008 Stock Plan.




(2)      Available
for future issuance pursuant to our 2008 Stock Plan.





RECENT
SALES OF UNREGISTERED SECURITIES





Transaction
with Partlet Holdings




On July
9, 2009, we entered into a Securities Purchase Agreement, referred to herein as
the Partlet Securities Purchase Agreement, with Partlet Holdings Ltd., which is
an accredited investor, pursuant to which we will issue and sell up to an
aggregate of 1,111,111 shares, referred to herein as the Shares, of our common
stock at $0.90 per share and each of a Series A warrant, referred to herein as
the Partlet Series A Warrant, and a Series B warrant, referred to herein as the
Partlet Series B Warrant, (collectively the Partlet Series A Warrant and Partlet
Series B Warrant shall be referred to herein as the Partlet
Warrants).




The
Partlet Series A Warrant entitles the holder to purchase 1,000,000 shares of our
common stock at $0.01 per warrant share.  The Partlet Series A Warrant has
a term of seven years and is exercisable immediately after the date of
grant.




The
Partlet Series B Warrant entitles the holder to purchase 2,055,555 shares of our
common stock at $0.60 per warrant share.  The Partlet Series B Warrant has
a term of seven years and is not exercisable until after the six-month
anniversary after the date of grant.




On July
9, 2009, we closed on $950,000 of aggregate proceeds of the private placement
and, on that date, issued (i) a total of 1,055,555 Shares (ii) a Partlet Series
A Warrant to purchase 950,000 shares of our common stock and (iii) a Partlet
Series B Warrant to purchase 1,952,778 shares of our common stock.  On
September 22, 2009 we received stockholder approval to close on the remaining
$50,000 in proceeds and will close on that amount upon receiving approval from
the NYSE Amex Exchange.





Transaction
with Each of Robert and Tim Forbes




On July
29, 2009, we entered into a Securities Purchase Agreement, referred to herein as
the Forbes Securities Purchase Agreement, with each of Robert Forbes and Timothy
Forbes, each of whom is an accredited investor, pursuant to which, subject to
stockholder approval, it is anticipated that we will issue and sell an aggregate
of 444,444 shares of common stock at $0.90, referred to herein as the Shares,
per share and each of a Series A warrant, referred to herein as the Forbes
Series A Warrants, and a Series B warrant, referred to herein as the Forbes
Series B Warrants.  Each of Robert Forbes and Timothy Forbes are the
brothers of Christopher Forbes who is a director of Senesco.  Mr.
Christopher Forbes will not be deemed to be the beneficial owner of, nor will he
have a pecuniary interest in the Shares or Warrants issued to his
brothers.


-32-




The
Forbes Series A Warrants entitle the holders to purchase, in the aggregate, up
to 400,000 shares of our common stock at $0.01 per warrant share.  The
Forbes Series A Warrants have a term of seven years and are exercisable
immediately after the date of grant.




The
Forbes Series B Warrants entitle the holders to purchase, in the aggregate, up
to 405,556 shares of our common stock at $0.60 per warrant share.  The
Forbes Series B Warrants have a term of seven years and are not exercisable
until after the six-month anniversary after the date of grant.




On September 22, 2009 we received
stockholder approval to close on the Forbes Securities Purchase Agreements and
will close on the Forbes Securities Purchase Agreements upon receiving approval
from the NYSE Amex Exchange.




Transaction
with Insiders and Affiliates




On July
29, 2009, we entered into a Securities Purchase Agreement, referred to herein as
the Affiliate’s Securities Purchase Agreement with each of Harlan W. Waksal,
M.D., Rudolf Stalder, Christopher Forbes, David Rector, John N. Braca, Jack Van
Hulst, Warren Isabelle and the Thomas C. Quick Charitable Foundation, referred
to herein as the Affiliate Investors. each of whom is an accredited investor,
pursuant to which, subject to stockholder approval, it is anticipated that we
will issue and sell an aggregate of 144,444 Shares of our common stock at $0.90
per share and each of a Series A warrant, referred to herein as the Affiliate’s
Series A Warrants, and a Series B warrant, referred to herein as the Affiliate’s
Series B Warrants.  Each of Harlan W. Waksal, M.D., Rudolf Stalder,
Christopher Forbes, David Rector, John N. Braca, Jack Van Hulst and Warren
Isabelle serve on the Company’s board.  The Thomas C. Quick Charitable
Foundation is an affiliate of our board member Thomas C. Quick.




The
Affiliate’s Series A Warrants entitle the holders to purchase in the aggregate,
up to 130,000 shares of our common stock at $0.01 per warrant share.  The
Affiliates Series A Warrants have a term of seven years and are exercisable
immediately after the date of grant.




The
Affiliate’s Series B Warrants entitle the holders to purchase, in the aggregate,
up to 131,807 shares of our common stock at $0.60 per warrant share.  The
Affiliate’s Series B Warrants have a term of seven years and are not exercisable
until after the six-month anniversary after the date of grant.




On
September 22, 2009 we received stockholder approval to close on the Affiliate’s
Securities Purchase Agreements and will close on the Affiliates Securities
Purchase Agreements upon receiving approval from the NYSE Amex
Exchange.




Transaction
with Cato Research Ltd.




On July
29, 2009, we entered into a Securities Agreement with Cato Holding Company,
referred to herein as Cato, who is an accredited investor, pursuant to which,
subject to stockholder approval, it is anticipated that we will issue an
aggregate of 194,444 Shares of the Company’s common stock at $0.90 per share and
each of a Series A warrant, referred to herein as the Cato Series A Warrant, and
a Series B warrant, referred to herein as the Cato Series B
Warrant.  The Shares will be issued to Cato in exchange for amounts
currently owed by us to Cato Research Ltd. in the amount of
$175,000.  Cato Research Ltd. is an affiliate of
Cato.


-33-




The Cato
Series A Warrant entitles the holder to purchase in the aggregate, up to 175,000
shares of our common stock at $0.01 per warrant share.  The Cato Series A
Warrant has a term of seven years and is exercisable immediately after the date
of grant.




The Cato
Series B Warrant entitles the holder to purchase, in the aggregate, up to
177,431 shares of our common stock at $0.60 per warrant share.  The Cato
Series B Warrant has a term of seven years and is not exercisable until after
the six-month anniversary after the date of grant.




The
foregoing proceeds cannot be closed upon until we receive approval for the
transactions from the NYSE AMEX Exchange and comply with other customary closing
conditions.  Assuming all of the proceeds of the private placements
can be closed upon, we anticipate that we will receive gross proceeds equal to
$705,000.




Transactions
with YA Global and Stanford




On August
1, 2007 and August 29, 2007, we entered into binding Securities Purchase
Agreements with YA Global and Stanford to sell to each of YA Global and Stanford
up to $5,000,000 of secured convertible notes and accompanying warrants for an
aggregate gross proceeds of $10,000,000.  The convertible notes
convert into our common stock at a fixed price of $0.90 per share subject to
certain adjustments, referred to herein as the Fixed Conversion Price, for a
period of two years immediately following the signing date.  After the
second anniversary of the signing date, the convertible notes may convert into
shares of our common stock at the lower of the fixed conversion price or 80% of
the lowest daily volume-weighted average price, referred to herein as the VWAP,
of our common stock during the five trading days prior to the conversion date.
The maturity date of each of the convertible notes for YA Global is December 30,
2010.  The maturity date of each of the convertible notes for Stanford
is December 31, 2010.  At the fixed conversion price, the number of
shares of common stock issuable upon conversion of the $10,000,000 of
convertible notes and shares of common stock to be issued upon exercise of the
warrants represents, in the aggregate, 24,994,444 shares, plus an estimated
additional 2,000,000 shares for the payment of interest in stock under the
convertible notes.




The
convertible notes accrue interest on their outstanding principal balances at an
annual rate of 8%.  We have the option to pay interest in cash or,
upon certain conditions, common stock.  If we pay interest in our
common stock, the stock will be valued at a 10% discount to the average daily
VWAP for the five day trading period prior to the interest payment date,
referred to herein as the Interest Shares.




At our
option, we can redeem a portion of, or all of, the principal owed under the
convertible notes by providing the investors with at least 30 business days’
written notice, provided that, at the time of receipt of the notice, either:
(A)(i) the VWAP of our common stock exceeds 130% of the Fixed Conversion Price
for at least 20 of 30 prior trading days and (ii) there is an effective
registration statement for the resale of our common stock that will be issued
under the redemption or (B) we redeem a portion, or all, of the principal owed
at a 20% premium above the principal then outstanding and any accrued interest
thereupon.  If we redeem all or any of the principal outstanding under
the convertible notes, we will pay an amount equal to the principal being
redeemed plus accrued interest.


-34-




If there
is an effective registration statement for the resale of the shares underlying
the convertible notes or if such shares become freely tradable under rule 144,
we will have the option to force the investors to convert 50% and 100% of our
then-outstanding convertible notes if our common stock price exceeds 150% and
175% of the Fixed Conversion Price, respectively, for any 20 out of 30 trading
days; provided that such forced conversion meets certain conditions, referred to
herein as the Call Option.  If we exercise our Call Option prior to
the third anniversary of the signing date, we will issue additional warrants to
the investors equal to 50% of the number of shares underlying the convertible
notes subject to the forced conversion.  These warrants will be
exercisable at the fixed conversion price and will have the same maturity as the
other warrants issued under the YA Global Financing.




Our
obligations under the convertible notes are secured by all of our and our
subsidiary’s assets and intellectual property, as evidenced by the Security
Agreements and the Patent Security Agreements.  Pursuant to a
subordination agreement, YA Global is the senior secured creditor.




We have
issued warrants to purchase an aggregate of 5,550,000 shares of our common stock
to YA Global and warrants to purchase an aggregate of 8,333,333 of our common
stock to Stanford.  Such warrants are exercisable six months and one
day from the date of issuance until their expiration on the date that is five
years from the date of issuance.  The warrants have
been  issued in two series. The exercise price of the Series A
warrants is $1.01 per share, and the exercise price of the Series B warrants is
$0.90 per share, subject to certain adjustments.  The warrants provide
a right of cashless exercise if, at the time of exercise, there is no effective
registration statement registering the resale of the shares underlying the
warrants.




The
conversion rate of each convertible note and the exercise price of the Series B
warrants are subject to adjustment for certain events, including dividends,
stock splits, combinations and the sale of our common stock or securities
convertible into or exercisable for our common stock at a price less than the
then applicable conversion or exercise price.




The
investors have a right of first refusal on any future funding that involves the
issuance of our capital stock for so long as a portion of the convertible notes
are outstanding.




The total
gross proceeds from the issuance of the convertible notes and warrants is
$10,000,000 before payment of 3.25% of the purchase price in commissions to
Wainwright & Co., Inc., referred to herein as the Placement
Agent.  We have issued to the Placement Agent warrants to purchase 7%
of the purchase price, or 777,777 shares, of our common stock with similar terms
to the warrants that have been and will be issued to the
investors.  We have paid YA Global and Stanford a non-refundable
structuring/due diligence fee of $30,000 each.  We have also paid YA
Global a commitment fee of 5% and Stanford a commitment fee of 7% of their
respective purchase prices.





Specifics
of YA Global Financing




Pursuant
to the YA Global Securities Purchase Agreement, we have issued three convertible
notes in the aggregate amount of $5,000,000 and two Series A warrants in the
amount of 1,387,500 shares each on September 21, 2007 and October 16, 2007 and a
Series B warrant in the amount of 2,775,000 shares on December 20,
2007.  Through September 22, 2009, YA Global has converted $1,198,400
of the convertible notes into 2,310,844 shares of our common
stock.


-35-




The
convertible notes and warrants issued to YA Global are subject to a maximum cap
of 30,500,000 on the number of shares of our common stock that can be issued
upon the conversion of the convertible notes and the exercise of the
warrants.





Specifics
of Stanford Financing




Pursuant
to the YA Global Securities Purchase Agreement, we have issued three convertible
notes in the aggregate amount of $5,000,000 and Series A warrants in the
aggregate amount of 4,166,666 shares and Series B warrants in the aggregate
amount of 4,166,667 shares each on December 20, 2007 and June 30,
2008.




The
convertible notes and warrants issued to Stanford will be subject to a maximum
cap of 31,888,888 on the number of shares of our common stock that can be issued
upon the conversion of the convertible notes and the exercise of the
warrants.





The costs
associated with the issuances to YA Global and Stanford in the amount of
$1,291,427, $639,645 of which represent the black-scholes value of the warrants
issued to the placement agent, have been recorded as deferred financing costs
and are being amortized ratably over the term of the convertible
notes.





We plan
to use the proceeds of the foregoing financings for funding our research and
development and for general corporate purposes.


-36-


PERFORMANCE
GRAPH




The
following graph compares the cumulative total stockholder return on our common
stock with the cumulative total return on the NYSE Amex Market Value (U.S.)
Index and the RDG Microcap Biotechnology Index for the period beginning
July 1, 2004 and ending on the last day of our last completed fiscal year.
The stock performance shown on the graph below is not indicative of future price
performance.










7/1/04
                
                
                6/30/05
                
                
                6/30/06
                
                
                6/30/07
                
                
                6/30/08
                
                
                6/30/09Senesco
      Technologies, Inc.
                
                $
                100.00
                
                
                $
                56.83
                
                
                $
                60.32
                
                
                $
                36.51
                
                
                $
                58.73
                
                
                $
                26.35NYSE
      Amex Composite Index
                
                $
                100.00
                
                
                $
                131.88
                
                
                $
                164.58
                
                
                $
                205.93
                
                
                $
                204.46
                
                
                $
                151.95RDG Microcap Biotechnology
      Index
                
                $
                100.00
                
                
                $
                76.14
                
                
                $
                62.90
                
                
                $
                42.63
                
                
                $
                22.12
                
                
                $
                15.62




-37-


The
information in the performance graph is not deemed to be “soliciting material”
or to be “filed” with the Securities and Exchange Commission, nor shall such
information be incorporated by reference into any future filing under the
Securities Act of 1933 or Securities Exchange act of 1934, each as amended,
except to the extent that we specifically incorporate it by reference into such
filing.




Item
      6.
            Selected
      Financial Data.





The following Selected Financial Data
should be read in conjunction with “Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and “Item 8. Financial
Statements and Supplementary Data” included elsewhere in this Annual Report on
Form 10-K.




SELECTED
FINANCIAL DATA





YearEndedJune30,2009
                          
                          
                          2008
                          
                          
                          2007
                          
                          
                          2006
                          
                          
                          2005(In thousands, except per share data)Statement
      of Operations Data:Revenue
                          
                          $
                          275
                          
                          
                          $
                          457
                          
                          
                          $
                          300
                          
                          
                          $
                          67
                          
                          
                          $
                          125Operating
      expenses:General
      and administrative
                          
                          
                          2,206
                          
                          
                          
                          2,291
                          
                          
                          
                          2,413
                          
                          
                          
                          1,920
                          
                          
                          
                          2,030Research
      and development
                          
                          
                          2,354
                          
                          
                          
                          1,765
                          
                          
                          
                          1,208
                          
                          
                          
                          1,566
                          
                          
                          
                          1,417Total
      operating expenses
                          
                          
                          4,560
                          
                          
                          
                          4,056
                          
                          
                          
                          3,621
                          
                          
                          
                          3,486
                          
                          
                          
                          3,447Loss
      from operations
                          
                          
                          (4,285
                          )
                          
                          
                          (3,599
                          )
                          
                          
                          (3,321
                          )
                          
                          
                          (3,419
                          )
                          
                          
                          (3,322
                          )Noncash
      income
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          136Sale
      of state income tax loss - net
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          153Amortization
      of debt discount andfinancing
      costs
                          
                          
                          (478
                          )
                          
                          
                          (668
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Interest
      expense – convertible notes
                          
                          
                          (1,007
                          )
                          
                          
                          (434
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Interest
      income, net
                          
                          
                          43
                          
                          
                          
                          100
                          
                          
                          
                          69
                          
                          
                          
                          104
                          
                          
                          
                          54Net
      loss
                          
                          $
                          (5,727
                          )
                          
                          $
                          (4,601
                          )
                          
                          $
                          (3,252
                          )
                          
                          $
                          (3,315
                          )
                          
                          $
                          (2,979
                          )Basic
      and diluted net loss percommon
      share
                          
                          $
                          (.30
                          )
                          
                          $
                          (.26
                          )
                          
                          $
                          (.19
                          )
                          
                          $
                          (.21
                          )
                          
                          $
                          (.21
                          )Basic
      and diluted weighted averagenumber
      of common shares outstanding
                          
                          
                          18,888
                          
                          
                          
                          17,660
                          
                          
                          
                          16,917
                          
                          
                          
                          15,469
                          
                          
                          
                          14,054Balance
      Sheet Data:Cash,
      cash equivalents and investments
                          
                          $
                          1,431
                          
                          
                          $
                          6,176
                          
                          
                          $
                          658
                          
                          
                          $
                          1,168
                          
                          
                          $
                          4,481Working
      capital
                          
                          
                          1,259
                          
                          
                          
                          5,673
                          
                          
                          
                          259
                          
                          
                          
                          859
                          
                          
                          
                          3,959Total
      assets
                          
                          
                          7,122
                          
                          
                          
                          10,643
                          
                          
                          
                          3,322
                          
                          
                          
                          3,535
                          
                          
                          
                          6,113Accumulated
      deficit
                          
                          
                          (35,950
                          )
                          
                          
                          (30,223
                          )
                          
                          
                          (25,622
                          )
                          
                          
                          (22,370
                          )
                          
                          
                          (19,055
                          )Total
      stockholders’ equity
                          
                          
                          5,668
                          
                          
                          
                          9,836
                          
                          
                          
                          2,690
                          
                          
                          
                          2,952
                          
                          
                          
                          5,590




-38-


Item
      7.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations.




The discussion in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
contains trend analysis, estimates and other forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  These
forward-looking statements include, without limitation, statements containing
the words “believes,” “anticipates,” “expects,” “continue,” and other words of
similar import or the negative of those terms or expressions.  Such
forward-looking statements are subject to known and unknown risks,
uncertainties, estimates and other factors that may cause our actual results,
performance or achievements, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements.  Actual results could differ
materially from those set forth in such forward-looking statements as a result
of, but not limited to, the “Risk Factors” described in Part I, Item
1A.  You should read the following discussion and analysis along with
the “Selected Financial Data” and the financial statements and notes attached to
those statements included elsewhere in this report.




Overview




We are a
development stage company.  We do not expect to generate significant
revenues for approximately the next one to three years, during which time we
will engage in significant research and development efforts.  However,
we have eight active agricultural license agreements to develop and
commercialize our technology in corn, soy, cotton, rice,
canola,  trees, alfalfa, bedding plants, turf grass, and
ethanol.  Seven of the licenses provide for upfront payments,
milestone payments and royalty payments to us upon commercial
introduction.  The ethanol license provides for annual payments for
each of the licensee’s ethanol production facilities that incorporates our
technology.  We also have entered into a joint venture to develop and
commercialize our technology in banana plants.  In connection with the
joint venture, we will receive 50% of the profits from the sale of enhanced
banana plants.




Consistent
with our commercialization strategy, we intend to license our technology for
additional crops, as the opportunities may arise, that may result in additional
license fees, revenues from contract research and other related
revenues.  Successful future operations will depend on our and our
partners’ ability to transform our research and development activities into a
commercially feasible technology.




We plan
to employ the same partnering strategy in both the human health and agricultural
target markets.




Our human
health research program, which has consisted of pre-clinical in-vitro and
in-vivo experiments designed to assess the role and method of action of the
Factor 5A genes in human diseases, is performed by approximately thirteen third
party researchers at our direction, at the University of Waterloo, Mayo Clinic
and the University of Virginia.


-39-


Our
primary human health initiative is to advance our technology for the potential
treatment of multiple myeloma with the goal of initiating a clinical
trial.  In connection with the potential clinical trial, we have
engaged a CRO to assist us through the process.  We have also
determined the delivery system for our technology, contracted for the supply of
pharmaceutical grade materials to be used in toxicology and human studies and
have contracted with a third party laboratory to conduct toxicology
studies,  Together with the assistance of our CRO, we will have the
toxicology studies performed with the goal of filing an investigational new drug
application, or IND application, with the U.S. Food and Drug Administration, or
FDA, for the review and consideration in order to initiate a clinical
trial.  We estimate that it will take approximately fifteen (15)
months from June 30, 2009 to complete these objectives.




Our
preclinical human health research has yielded data that we have presented to
various biopharmaceutical companies that may be prospective licensees for the
development and marketing of potential applications for our
technology.




Critical
Accounting Policies and Estimates





Revenue
Recognition





We record revenue under technology
license and development agreements related to the following.  Actual
fees received may vary from the recorded estimated revenues.


·
            Nonrefundable
      upfront license fees that are received in exchange for the transfer of our
      technology to licensees, for which no further obligations to the licensee
      exist with respect to the basic technology transferred, are recognized as
      revenue on the earlier of when payments are received or collections are
      assured.


·
            Nonrefundable
      upfront license fees that are received in connection with agreements that
      include time-based payments are, together with the time-based payments,
      deferred and amortized ratably over the estimated research period of the
      license.


·
            Milestone
      payments, which are contingent upon the achievement of certain research
      goals, are recognized as revenue when the milestones, as defined in the
      particular agreement, are achieved.




The
effect of any change in revenues from technology license and development
agreements would be reflected in revenues in the period such determination was
made. Historically, no such adjustments have been made.





Estimates
of Expenses




Our
research and development agreements with third parties provide for an estimate
of our expenses and costs, which are variable and are based on the actual
services performed by the third party.  We estimate the aggregate
amount of the expenses based upon the projected amounts that are set forth in
the agreements, and we accrue the expenses for which we have not yet been
invoiced.  In estimating the expenses, we consider, among other
things, the following factors:




·
            the
      existence of any prior relationship between us and the third party
      provider;




·
            the
      past results of prior research and development services performed by the
      third party provider; and




·
            the
      scope and timing of the research and development services set forth in the
      agreement with the third party
provider.




-40-




After the
research services are performed and we are invoiced, we make any adjustments
that are necessary to accurately report research and development expense for the
period.




Valuation
Allowances and Carrying Values




We have
recorded valuation allowances against our entire deferred tax assets of
$11,520,000 at June 30, 2009 and $9,152,000 at June 30, 2008.  The
valuation allowances relate primarily to the net operating loss carryforward
deferred tax asset where the tax benefit of such asset is not
assured.





As of
June 30, 2009 and 2008, we have determined that the estimated future discounted
cash flows related to our patent applications will be sufficient to recover
their carrying value.




We have
determined that we are receiving the economic benefit of the agricultural patent
applications as well as all of the issued patents and are amortizing the
agricultural patent application costs and all of the issued patents over
seventeen years on a straight-line basis.




We do not have any off-balance sheet
arrangements.




Stock-Based
Compensation




The fair value of each stock option and
warrant is estimated on the date of grant using the Black-Scholes option-pricing
model.  Expected volatility is based on the historical volatility of
our stock and of similar companies.  The expected term of stock
options and warrants granted is based upon the simplified method whereby
expected term is calculated using the weighted average term of the vesting
period of such options and warrants.  The expected term is calculated
for and applied to all groups of stock options and warrants as we do not expect
substantially different exercise or post-vesting termination behavior amongst
our employee population.  The risk-free rate of stock options is based
on the U.S. Treasury rate in effect at the time of grant for the expected term
of the stock options and warrants.  Expected forfeitures are based on
historical data.




In connection with our Short-Term and
Long-Term incentive plans, our management reviews the specific goals of such
plans to determine if such goals have been achieved or are probable that they
will be achieved.  If the goals have been achieved or are probable of
being achieved, then the amount of compensation expense determined on the date
of grant related to those specific goals is charged to compensation expense at
such time.





Convertible
Notes




During the year ended June 30, 2008, we
issued convertible notes and warrants for gross proceeds in the amount of
$10,000,000.  The proceeds have been allocated between convertible
notes and warrants based upon their fair values, whereby the fair value of the
warrants have been determined using the Black-Scholes model.  The
remaining amounts were allocated to the beneficial conversion feature based upon
the effective conversion price compared to the fair value of the common stock on
the date of issuance of the convertible notes and warrants.  As such,
all of the proceeds of the convertible notes and warrants were recorded as
equity.  The convertible notes are being amortized to interest expense
using the effective yield method over the term of the notes.


-41-




Research
Program




We do not
expect to generate significant revenues for approximately the next one to three
years, during which time we will engage in significant research and development
efforts.  We expect to spend significant amounts on the research and
development of our technology.  We also expect our research and
development costs to increase as we continue to develop and ultimately
commercialize our technology.  However, the successful development and
commercialization of our technology is highly uncertain.  We cannot
reasonably estimate or know the nature, timing and expenses of the efforts
necessary to complete the development of our technology, or the period in which
material net cash inflows may commence from the commercialization of our
technology, including the uncertainty of:




·
            the
      scope, rate of progress and expense of our research
      activities;


·
            the
      interim results of our research;


·
            the
      expense of additional research that may be required after review of the
      interim results;


·
            the
      terms and timing of any collaborative, licensing and other arrangements
      that we may establish;


·
            the
      expense and timing of regulatory
approvals;


·
            the
      effect of competing technological and market developments;
    and


·
            the
      expense of filing, prosecuting, defending and enforcing any patent claims
      or other intellectual property
rights.




Liquidity
and Capital Resources




Overview




As of June 30, 2009, our cash balance
and investments totaled $1,430,569, and we had working capital
of $1,259,300.  In addition, upon the closing of our private equity
financing on July 9, 2009, we received aggregate net proceeds of approximately
$900,000. As of June 30, 2009, we had a federal tax loss carryforward of
approximately $25,582,000 and a state tax loss carry-forward of approximately
$19,219,000 to offset future taxable income. We cannot assure you that we will
be able to take advantage of any or all of such tax loss carryforwards, if at
all, in future fiscal years.


-42-




Contractual
Obligations




The
following table lists our cash contractual obligations as of June 30,
2009:




Payments Due by PeriodContractual Obligations
                
                Total
                
                
                Less than
                  1 year
                
                
                1 - 3 years
                
                
                4 - 5 years
                
                
                More than
                  5 yearsResearch
      and Development Agreements (1)
                
                $
                1,702,050
                
                
                $
                1,702,050
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —Facility,
      Rent and Operating Leases (2)
                
                $
                152,989
                
                
                $
                79,420
                
                
                $
                73,569
                
                
                $
                —
                
                
                $
                —Employment,
      Consulting and Scientific Advisory Board Agreements (3)
                
                $
                531,970
                
                
                $
                519,264
                
                
                $
                12,706
                
                
                $
                —
                
                
                $
                —Total
      Contractual Cash Obligations
                
                $
                2,387,009
                
                
                $
                2,300,734
                
                
                $
                86,275
                
                
                $
                —
                
                
                $
                —




(1)
            Certain
      of our research and development agreements disclosed herein provide that
      payment is to be made in Canadian dollars and, therefore, the contractual
      obligations are subject to fluctuations in the exchange
    rate.




(2)
            The
      lease for our office space in New Brunswick, New Jersey is subject to
      certain escalations for our proportionate share of increases in the
      building’s operating costs.




(3)
            Certain
      of our employment and consulting agreements provide for automatic renewal,
      which is not reflected in the table, unless terminated earlier by the
      parties to the respective
agreements.




We expect
our capital requirements to increase significantly over the next several years
as we commence new research and development efforts, increase our business and
administrative infrastructure and embark on developing in-house business
capabilities and facilities. Our future liquidity and capital funding
requirements will depend on numerous factors, including, but not limited to, the
levels and costs of our research and development initiatives and the cost and
timing of the expansion of our business development and administrative
staff.




Effective
September 1, 2009, we extended our research and development agreement with the
University of Waterloo for an additional one-year period through August 31,
2010, in the amount of CAD $650,400 or approximately USD $650,400, which is not
included in the above table of contractual obligations. Research and development
expenses under this agreement aggregated $653,104 for the year ended June
30, 2009 and USD $730,960 for the year ended June 30, 2008 and USD $5,280,368
for the cumulative period from inception through June 30, 2009. Total research
and development expenses aggregated $2,353,962 for the year ended June 30, 2009
and $1,764,426 for the year ended June 30, 2008 and $12,311,557 for the
cumulative period from inception through June 30, 2009.


-43-




Capital
Resources




Since
inception, we have generated revenues of $1,450,000 in connection with the
initial fees and milestone payments received under our license and development
agreements.  We have not been profitable since inception, we will
continue to incur additional operating losses in the future, and we will require
additional financing to continue the development and subsequent
commercialization of our technology.  While we do not expect to
generate significant revenues from the licensing of our technology for at least
the next one to three years, we may enter into additional licensing or other
agreements with marketing and distribution partners that may result in
additional license fees, receive revenues from contract research, or other
related revenue.




License
Agreements




On July
17, 2007 we entered into a license agreement with Bayer CropScience AG for the
development and commercialization of Cotton.  Under the terms of the
license agreement, we received an upfront payment, will receive milestone
payments upon the achievement of certain development milestones, and
additionally, upon commercialization, a royalty on net sales.




On August
6, 2007 we entered into a license agreement with Monsanto for the development
and commercialization of Corn and Soy.  Under the terms of the
license agreement, we received an upfront payment, will receive milestone
payments upon the achievement of certain development milestones, and
additionally, upon commercialization, a royalty on net sales.




On
September 11, 2007 we entered into a license agreement with Bayer CropScience AG
for the development and commercialization of Rice.  Under the terms of
the agreement, we received an upfront payment, will receive milestone payments
upon the achievement of certain development milestones, and additionally, upon
commercialization, a royalty on net sales.





Financing




As
discussed in Part II, Item 5, Recent Sales of Unregistered Securities, in this
Annual Report on Form 10-K:





·
            On July 9, 2009, we entered into a Securities Purchase Agreement with
      Partlet Holdings Ltd., for the issuance of common stock and warrants for
      gross proceeds of $1,000,000.


·
            On July 29, 2009, we entered into Securities Purchase Agreements with each
      of Robert Forbes, Timothy Forbes and certain insiders and affiliates for
      the issuance of common stock and warrants for an aggregate gross proceeds
      of $530,000.


·
            On July 29, 2009, we entered into a Securities Purchase Agreement with
      Cato Holding Company for the issuance of common stock and warrants in
      exchange for amounts currently owed by us to Cato Research Ltd in the
      amount of $175,000.


-44-


·
            On August 1, 2007 and August 29, 2007, we entered into binding Securities
      Purchase Agreements with YA Global and Stanford and have sold to each of
      YA9 Global and Stanford $5,000,000 of secured convertible notes and
      accompanying warrants for aggregate gross proceeds in the amount of
      $10,000,000.





We
anticipate that, based upon our current cash and investments and the proceeds
from the above mentioned financings, we will be able to fund our operations for
the next six (6) months from June 30, 2009.  Over the next twelve months
from June 30, 2009, we plan to fund our research and development and
commercialization activities by:




·
            utilizing
      our current cash balance and
investments,


·
            achieving
      some of the milestones set forth in our current licensing
      agreements,


·
            through
      the execution of additional licensing agreements for our technology,
      and


·
              through
      the placement of equity or debt
instruments.




We cannot
assure you that we will be able to raise money through any of the foregoing
transactions, or on favorable terms, if at all.




Results
of Operations




Fiscal Years ended June 30,
2008, 2007 and 2006




Revenue




Total
revenues consisted of initial fees and milestone payments on our agricultural
development and license agreements.  During the fiscal year ended June
30, 2009, we earned revenue in the amount of $275,000, which consisted of
milestone payments in connection with certain agricultural license
agreements.  During the fiscal year ended June 30, 2008, we earned
revenue in the amount of $456,667, which consisted of the initial payments and
the amortized portion of previous milestone payments received in connection with
certain agricultural license agreements.  During the year ended June
30, 2007, we earned revenue in the amount of $300,000 consisted of current
milestone payments and the amortized portion of previous milestone payments in
connection with certain agricultural license agreements.




We
anticipate that we will continue to receive milestone payments in connection
with our current agricultural development and license agreements while we
continue to pursue our goal of attracting other companies to license our
technologies in various other crops.  Additionally, we anticipate that
we will receive royalty payments from our license agreements when our partners
commercialize their crops containing our technology.  However, it is
difficult for us to determine our future revenue expectations because we are a
development stage biotechnology company.  As such, the timing and
outcome of our experiments, the timing of signing new partners and the timing of
our partners moving through the development process into commercialization is
difficult to accurately predict.


-45-


Operating
expenses




Year Ended June 30,2009
                
                
                2008
                
                
                Change
                
                
                %
                
                
                2008
                
                
                2007
                
                
                Change
                
                
                %(In thousands, except % values)General
      and administrative
                
                $
                2,206
                
                
                $
                2,291
                
                
                $
                (85
                )
                
                
                (4
                )
      %
                
                $
                2,291
                
                
                $
                2,413
                
                
                $
                (122
                )
                
                
                (5
                )%Research
      and development
                
                
                2,354
                
                
                
                1,765
                
                
                
                589
                
                
                
                33
                %
                
                
                1,765
                
                
                
                1,208
                
                
                
                557
                
                
                
                46
                %Total
      operating expenses
                
                $
                4,560
                
                
                $
                4,056
                
                
                $
                504
                
                
                
                12
                %
                
                $
                4,056
                
                
                $
                3,621
                
                
                $
                435
                
                
                
                12
                %




We expect
operating expenses to increase over the next twelve months as we anticipate that
research and development expenses and other general and administrative expenses
will increase as we continue to expand our research and development
activities.




General and administrative
expenses




General
and administrative expenses consist of the following:




Year ended June 30,2009
                    
                    
                    2008
                    
                    
                    2007(In thousands)Share-based
      compensation
                    
                    $
                    445
                    
                    
                    $
                    749
                    
                    
                    $
                    910Payroll
      and benefits
                    
                    
                    690
                    
                    
                    
                    669
                    
                    
                    
                    616Investor
      relations
                    
                    
                    245
                    
                    
                    
                    305
                    
                    
                    
                    278Professional
      fees
                    
                    
                    416
                    
                    
                    
                    261
                    
                    
                    
                    217Depreciation
      and amortization
                    
                    
                    112
                    
                    
                    
                    97
                    
                    
                    
                    166Other
      general and administrative expenses
                    
                    
                    298
                    
                    
                    
                    210
                    
                    
                    
                    226Total
      general and administrative expenses
                    
                    $
                    2,206
                    
                    
                    $
                    2,291
                    
                    
                    $
                    2,413




·
            Share-based
      compensation for Fiscal 2009 and 2008 consisted of the amortized portion
      of the Black-Scholes value of options, restricted stock units and warrants
      granted to directors, employees and consultants.  During Fiscal
      2009 and 2008, the following options, warrants and restricted stock units
      were granted:




Fiscal 2009
                  
                  
                  Fiscal 2008Options
                  
                  
                  834,812
                  
                  
                  
                  1,069,600Warrants
                  
                  
                  500
                  
                  
                  
                  1,000Restricted
      Stock Units
                  
                  
                  136,000
                  
                  
                  
                  337,700




Additionally,
during Fiscal 2008, 1,500,000 warrants were extended and repriced in connection
with a financial advisory agreement.




Share-based
compensation was lower in Fiscal 2009 primarily due to the extension and
repricing of warrants in connection with the financial advisory agreement
in  fiscal 2008 The Black-Scholes value of the extension and repricing
of warrants amounted to $385 in Fiscal 2008.




Share-based
compensation was lower in Fiscal 2008 due to the extension and repricing of
warrants in connection with a financial advisory agreement. The Black-Scholes
value of the extension and repricing of warrants amounted to $385 in Fiscal 2008
compared to $683 in Fiscal 2007.  This was partially offset by an
increase in the Black-Scholes value of the options and warrants granted during
Fiscal 2008 compared to the Black-Scholes value of the options and warrants
granted during Fiscal 2007 because we granted more options during Fiscal
2008.


-46-


·
            Payroll
      and benefits increased primarily as a result of salary and health
      insurance rate increases.




·
            Investor
      relations expense for Fiscal 2009 is lower than Fiscal 2008 primarily as a
      result of a decrease in the cost of the annual report and investor
      relations consulting costs.




Investor
relations expense for Fiscal 2008 is higher than Fiscal 2007 primarily as a
result of an increase in the cost of the annual report due to the inclusion of
additional disclosures and the services of a proxy solicitor.




·
            Professional
      fees increased during Fiscal 2009 compared to Fiscal 2008 primarily as a
      result of an increase in accounting and legal fees.  Legal fees
      increased primarily due to our multiple myeloma project and employee
      compensation review.  Accounting and legal fees also increased
      primarily due to the review and filing of our securities
      filings.




·
            Professional
      fees increased during Fiscal 2008 compared to Fiscal 2007 primarily as a
      result of an increase in accounting and legal fees in connection with the
      additional disclosure included in the annual
  report.




·
            Depreciation
      and amortization increased during Fiscal 2009 compared to Fiscal 2008
      primarily as a result of an increase in amortization of patent
      costs.  .




·
            Depreciation
      and amortization decreased during Fiscal 2008 compared to Fiscal 2007
      primarily as a result of a decrease in amortization of patent
      costs.  During Fiscal 2008, we did not amortize the cost of our
      human health pending patent
applications.




We expect
general and administrative expenses to modestly increase over the next twelve
months primarily due to an increase in payroll and benefits, insurance costs
related to our multiple myeloma project and legal and accounting fees related to
the increased regulatory environment surrounding our business.




Research
and development expenses




Year Ended June 30,2009
                
                
                2008
                
                
                Change
                
                
                %
                
                
                2008
                
                
                2007
                
                
                Change
                
                
                %(In thousands, except % values)Stock-based
      compensation
                
                $
                62
                
                
                $
                148
                
                
                $
                (86
                )
                
                
                (58
                )%
                
                $
                148
                
                
                $
                60
                
                
                $
                88
                
                
                
                147
                %Other
      research and development
                
                
                2,292
                
                
                
                1,617
                
                
                
                675
                
                
                
                38
                %
                
                
                1,617
                
                
                
                1,148
                
                
                
                469
                
                
                
                41
                %Total
      research and development
                
                $
                2,354
                
                
                $
                1,765
                
                
                $
                589
                
                
                
                33
                %
                
                $
                1,765
                
                
                $
                1,208
                
                
                $
                557
                
                
                
                46
                %




·
            Stock-based
      compensation decreased during Fiscal 2009 compared to Fiscal 2008
      primarily because the Black-Scholes calculated fair value of the options
      and warrants granted during Fiscal 2009 were lower than Fiscal 2008
      because the number of options granted were lower in Fiscal
      2009.




·
            Stock-based
      compensation increased during Fiscal 2008 compared to Fiscal 2007
      primarily because the Black-Scholes calculated fair value of the options
      and warrants granted during Fiscal 2008 were higher than Fiscal 2007
      because the number of options granted were higher in Fiscal
      2008.




-47-


·
            Other
      research and development costs increased during Fiscal 2009 compared to
      Fiscal 2008 primarily as a result of the expansion of our human health
      programs, specifically our multiple myeloma project, which was partially
      offset by a decrease in the cost of our research agreement with the
      University of Waterloo due to the strengthening of the U.S. dollar against
      the Canadian dollar. .




·
            Other
      research and development costs increased during Fiscal 2008 compared to
      Fiscal 2007 primarily as a result of the initiation of our multiple
      myeloma project during Fiscal 2008.  Additionally, the budget in
      connection with the research agreement with the University of Waterloo was
      increased and the U.S. dollar was weaker against the Canadian
      dollar.




The
breakdown of our research and development expenses between our agricultural and
human health research programs are as follows:


Year ended June 30,2009
                  
                  
                  %
                  
                  
                  2008
                  
                  
                  %
                  
                  
                  2007
                  
                  
                  %(In thousands, except % values)Agricultural
      research programs
                  
                  $
                  618
                  
                  
                  
                  26
                  %
                  
                  $
                  771
                  
                  
                  
                  44
                  %
                  
                  $
                  701
                  
                  
                  
                  58
                  %Human
      health research programs
                  
                  
                  1,736
                  
                  
                  
                  74
                  %
                  
                  
                  994
                  
                  
                  
                  56
                  %
                  
                  
                  507
                  
                  
                  
                  42
                  %Total
      research and development expenses
                  
                  $
                  2,354
                  
                  
                  
                  100
                  %
                  
                  $
                  1,765
                  
                  
                  
                  100
                  %
                  
                  $
                  1,208
                  
                  
                  
                  100
                  %




·
            Agricultural
      research expenses decreased during Fiscal 2009 compared to Fiscal 2008
      primarily as a result of a decrease in the allocation of resources from
      agriculture to human health at the University of Waterloo and the
      strengthening of the U.S. dollar against the Canadian
    dollar.




·
            Agricultural
      research expenses increased during Fiscal 2008 compared to Fiscal 2007
      primarily as a result of an increase in the budget in connection with our
      research agreement at the University of Waterloo, an increase in
      stock-based compensation, and the U.S. dollar was weaker against the
      Canadian dollar.




·
            Human
      health research expenses increased during Fiscal 2009 compared to Fiscal
      2008 primarily as a result of the ongoing multiple myeloma
      project.




·
            Human
      health research expenses increased during Fiscal 2008 compared to Fiscal
      2007 primarily as a result of the initiation of the multiple myeloma
      project.




We expect
the percentage of human health research programs to increase as a percentage of
the total research and development expenses as we continue to expand our human
health initiatives.




Amortization of debt discount and
financing costs




During Fiscal 2008, we issued
$10,000,000 of convertible notes and warrants.  The discount on the
convertible notes is being amortized, using the effective yield, method over the
term of the convertible notes.  The related costs of issuance were
recorded as deferred financing costs and are amortized on a straight line basis
over the term of the convertible notes.  As of June 30, 2009 there
were $9,455,000 of convertible notes outstanding.  As of June 30,
2008, there were $9,500,000 of the convertible notes
outstanding.


-48-




Interest expense – convertible
notes




Interest expense – convertible notes
represents the fair value of the common stock issued in lieu of paying cash for
the 8% coupon rate of interest related to the convertible notes issued during
Fiscal 2008.




Interest income




Year Ended June 30,2007
                  
                  
                  2008
                  
                  
                  Change
                  
                  
                  %
                  
                  
                  2008
                  
                  
                  2007
                  
                  
                  Change
                  
                  
                  %(In thousands, except % values)Interest
      income
                  
                  $
                  43
                  
                  
                  $
                  100
                  
                  
                  $
                  (57
                  )
                  
                  
                  (57
                  )%
                  
                  $
                  100
                  
                  
                  $
                  69
                  
                  
                  $
                  31
                  
                  
                  
                  45
                  %




The decrease in interest income for
Fiscal 2009 compared to Fiscal 2008 is due to a lower average cash and
investments balance during the year as well as lower interest
rates.




The
increase in interest income for Fiscal 2008 compared to Fiscal 2007 is due to a
higher average cash and investments balance during the year.




From Inception on July 1,
1998 through June 30, 2009




From
inception of operations on July 1, 1998 through June 30, 2009, we earned
revenues in the amount of $1,450,000, which consisted of the initial license
fees and milestone payments in connection with our various development and
license agreements.  We do not expect to generate significant revenues
for at least the next one to three years, during which time we will engage in
significant research and development efforts.




We have
incurred losses each year since inception and have an accumulated deficit of
$35,949,899 at June 30, 2009.  We expect to continue to incur losses
as a result of expenditures on research, product development and administrative
activities.


-49-


Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market
Risk.




Foreign
Currency Risk




Our financial statements are
denominated in United States dollars and, except for our agreement with the
University of Waterloo, which is denominated in Canadian dollars, all of our
contracts are denominated in United States dollars.  Therefore, we
believe that fluctuations in foreign currency exchange rates will not result in
any material adverse effect on our financial condition or results of
operations.  In the event we derive a greater portion of our revenues
from international operations or in the event a greater portion of our expenses
are incurred internationally and denominated in a foreign currency, then changes
in foreign currency exchange rates could effect our results of operations and
financial condition.




Interest
Rate Risk




We invest in high-quality financial
instruments, primarily money market funds and United States treasury notes, with
an effective duration of the portfolio of less than one year which we believe
are subject to limited credit risk.  We currently do not hedge our
interest rate exposure.  Due to the short-term nature of our
investments, which we plan to hold until maturity, we do not believe that we
have any material exposure to interest rate risk arising from our
investments.


-50-




Item
      8.
            Financial
      Statements and Supplementary Data.




The
financial statements required to be filed pursuant to this Item 8 are included
in this Annual Report on Form 10-K.  A list of the financial
statements filed herewith is found at "Item 15. Exhibits, Financial Statement
Schedules."




Item
      9.
            Changes
      in and Disagreements with Accountants on Accounting andFinancial
      Disclosure.




None.




Item
      9A.
            Controls
      and Procedures.




Disclosure
Controls and Procedures




Our
management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
as of the end of the period covered by this Annual Report on Form
10-K.  Based on this evaluation, our chief executive officer and chief
financial officer have concluded that, as of the end of such period, our
disclosure controls and procedures were effective.





Internal
Control Over Financial Reporting





Management’s Annual Report on Internal
Control Over Financial Reporting





Our company’s management is responsible
for establishing and maintaining adequate internal control over financial
reporting.  Internal control over financial reporting is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by,
or under the supervision of, our company’s principle executive and principal
financial officers and effected by our company’s board of directors, management
and other personnel to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in the U.S.
and includes those policies and procedures that:





·
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of our
      company;


·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of our company
      are being made only in accordance with authorization of management and
      directors of our company; and


·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risks that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.


-51-


Management
assessed the effectiveness of our company’s internal control over financial
reporting as of June 30, 2009.  In making this assessment, management
used the criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission, or COSO.




Based on
this assessment, management has concluded that, as of June 30, 2009 our
company’s internal control over financial reporting is effective.





Management’s
report was not subject to attestation by the company’s registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management’s report in this
annual report.





Changes
in Internal Controls Over Financial Reporting





No change
in our internal controls over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) occurred during the fiscal year ended June
30, 2009 that has materially affected, or is reasonably likely to materially
affect, our internal controls over financial reporting.





Item
      9B.
            Other
      Information.





None.


-52-




PART
III




Item
      10.
            Directors,
      Executive Officers and Corporate
Governance.




The
following is a list of our current directors and executive officers, as of
September 30, 2009, together with their ages and business
backgrounds:




Name
            
            Age
            
            Capacities in
                Which Served
            
            In Current
                Position SinceBruce
      C. Galton
            
            57
            
            President
      and Chief Executive Officer, Director
            
            October
      2001John
      E. Thompson, Ph.D.
            
            68
            
            Executive
      Vice President and Chief Scientific Officer, Director
            
            July
      2004Executive
      Vice President of Research and Development
            
            October
      1999 to July 2004Sascha
      P. Fedyszyn
            
            34
            
            Vice
      President of Corporate Development and Secretary
            
            January
      1999Joel
      P. Brooks
            
            50
            
            Chief
      Financial Officer and Treasurer
            
            December
      2000Richard
      Dondero
            
            59
            
            Vice
      President of Research and Development
            
            July
      2004Harlan
      W. Waksal, M.D. (1)
            
            56
            
            Chairman
      of the Board of Directors
            
            June
      2009John.
      N. Braca (1) (2)
            
            51
            
            Director
            
            October
      2003Christopher
      Forbes (3)
            
            58
            
            Director
            
            January
      1999Warren
      J. Isabelle
            
            57
            
            Director
            
            June
      2009Thomas
      C. Quick (3)
            
            54
            
            Director
            
            February
      1999David
      Rector (1) (2)
            
            62
            
            Director
            
            February
      2002Rudolf
      Stalder
            
            68
            
            Director
            
            February
      1999Jack
      Van Hulst (2)
            
            70
            
            Director
            
            January
      2007




(1)
            Member
      of the Compensation Committee


(2)
            Member
      of the Audit Committee


(3)
            Member
      of the Corporate Governance
Committee




None
of our current executive officers are related to any other executive officer or
to any of our directors.  Our executive officers are elected annually
by our board and serve until their successors are duly elected and
qualified.





Bruce C. Galton has been our
director since November 2001, and he was appointed our President and Chief
Executive Officer on October 4, 2001.  From April 2000 until June
2001, when it was acquired by Transgenomic, Inc., Mr. Galton was President and
Chief Operating Officer and a director of Annovis, Inc., a manufacturer of
specialty chemicals for DNA synthesis with operations in Pennsylvania and
Glasgow, United Kingdom.  From January 1985 to May 1999, Mr. Galton
held various senior management positions at Cistron Biotechnology, Inc.,
including President and Chief Operating Officer from 1988 to 1997 and Chairman
and Chief Executive Officer from 1997 to 1999.  Cistron Biotechnology,
Inc. was engaged in the research and development of certain cytokines, which act
as key immune regulators.  Mr. Galton is a trustee of the Interfaith
Food Pantry (Morris County New Jersey) and is a former member of the Borough of
Madison, New Jersey Downtown Development Commission and a former trustee of the
Museum of Early Trades and Crafts.  Mr. Galton had also served as a
Councilman from 1996 through 1998 and a member of Madison’s Planning Board from
1994 through 1998.  Mr. Galton received a Bachelor of Science in
Commerce with a major in Accounting from the University of Virginia in 1974 and
a Master of Business Administration in Finance from Fairleigh Dickinson
University in 1977.


-53-




John E. Thompson, Ph.D. has
been our director since October 2001.  Dr. Thompson was appointed our
President and Chief Executive Officer in January 1999, and he continued in that
capacity until September 1999 when he was appointed Executive Vice President of
Research and Development.  In July 2004, Dr. Thompson became our
Executive Vice President and Chief Scientific Officer.  Dr. Thompson
is the inventor of the technology that we develop.  Since July 2001,
he has been the Associate Vice President, Research and, from July 1990 to June
2001, he was the Dean of Science at the University of Waterloo in Waterloo,
Ontario, Canada.  Dr. Thompson has a Ph.D. in Biology from the
University of Alberta, Edmonton, and he is a Fellow of the Royal Society of
Canada.  Dr. Thompson is also the recipient of a Lady Davis Visiting
Fellowship, the Sigma Xi Award for Excellence in Research, the CSPP Gold Medal
and the Technion Visiting Fellowship.




Sascha P. Fedyszyn was
appointed our Vice President of Corporate Development in January 1999 and was
appointed our Secretary in January 2000.  Mr. Fedyszyn has been a Vice
President of Senesco since its inception in June 1998.  Mr. Fedyszyn
was also a Research Associate at the Logistics Management Institute from May
1995 to September 1995.  Mr. Fedyszyn received a Bachelor of Arts
degree in Biology from Princeton University in June 1997.




Joel Brooks was appointed our
Chief Financial Officer and Treasurer in December 2000. From September 1998
until November 2000, Mr. Brooks was the Chief Financial Officer of Blades Board
and Skate, LLC, a retail establishment specializing in the action sports
industry.  Mr. Brooks was Chief Financial Officer from 1997 until 1998
and Controller from 1994 until 1997 of Cable and Company Worldwide,
Inc.  He also held the position of Controller at USA Detergents, Inc.
from 1992 until 1994, and held various positions at several public accounting
firms from 1983 through 1992.  Mr. Brooks is also a director and
member of the audit committee of USA Technologies, Inc.  Mr. Brooks
received his Bachelor of Science degree in Commerce with a major in Accounting
from Rider University in February 1983.




Richard Dondero was appointed
our Vice President of Research and Development in July 2004.  From
July 2002 until July 2004, Mr. Dondero was a Group Leader in the Proteomics
Reagent Manufacturing division of Molecular Staging, Inc., a biotech firm
engaged in the measurement and discovery of new biomarkers.  From 1985
through June 2001, Mr. Dondero served in several roles of increasing
responsibility through Vice President of Operations and Product Development at
Cistron Biotechnology, Inc.  From 1977 through 1985, Mr. Dondero
served as a senior scientist at Johnson and Johnson, and from 1975 through 1977,
as a scientist at Becton Dickinson.  Mr. Dondero received his Bachelor
of Arts degree from New Jersey State University in 1972 and his Master of
Science degree from Seton Hall University in 1976.




-54-




Harlan W. Waksal, M.D. has
been our chairman of the board of directors since June 2009 and a director since
October 2008.  From July 2003 to present, Dr. Waksal has been the
President and Sole Proprietor of Waksal Consulting L.L.C., which provides
strategic business and clinical development counsel to biotechnology
companies.  Dr. Waksal co-founded the biotechnology company, ImClone
Systems Inc. in 1984.  From March, 1987 through July 2003, Dr. Waksal
had served in various senior roles for ImClone Systems Incorporated as follows:
March 1987 through April 1994 – President; April 1994 through May 2002 –
Executive Vice President and Chief Operating Officer; May 2002 through July 2003
– President, Chief Executive Officer and Chief Operating Officer.  Dr.
Waksal also served as a director of ImClone Systems Incorporated from March 1987
through January 2005.  Dr. Waksal is the Chairman of the New Jersey
Region of the American Committee for the Weizmann Institute of Science, and he
is also a member of the Boards of Trustees of The Montclair Art Museum, Oberlin
College, InnoVida Holdings, LLC and the American Committee for the Weizmann
Institute of Science.   Dr. Waksal received a Bachelor of Arts in
Biology from Oberlin College and an M.D. from Tufts University School of
Medicine.




John N. Braca has been our
director since October 2003.  Mr. Braca has also served as a director
and board observer for other healthcare, technology and biotechnology companies
over the course of his career.  From April 2006, Mr. Braca has been
the managing director of Fountainhead Venture Group, a healthcare information
technology venture fund based in the Philadelphia area.  From May 2005
through March 2006, Mr. Braca was a consultant and advisor to GlaxoSmithKline
management in their research operations.  From 1997 to April 2005, Mr.
Braca was a general partner and director of business investments for S.R. One,
Limited, or S.R. One, the venture capital subsidiary of
GlaxoSmithKline.  In addition, from January 2000 to July2003, Mr. Braca was a
general partner of Euclid SR Partners Corporation, an independent venture
capital partnership.  Prior to joining S.R. One, Mr. Braca held
various finance and operating positions of increasing responsibility within
several subsidiaries and business units of GlaxoSmithKline.  Mr. Braca
is a licensed Certified Public Accountant in the state of Pennsylvania and is
affiliated with the American Institute of Certified Public Accountants and the
Pennsylvania Institute of Certified Public Accountants.  Mr. Braca
received a Bachelor of Science in Accounting from Villanova University and a
Master of Business Administration in Marketing from Saint Joseph’s
University.




Christopher Forbes has been
our director since January 1999.  Since 1989, Mr. Forbes has been Vice
Chairman of Forbes, Inc., which publishes Forbes Magazine and
Forbes.com.  From 1981 to 1989, Mr. Forbes was Corporate Secretary at
Forbes. Prior to 1981, he held the position of Vice President and Associate
Publisher.  Mr. Forbes has been a director of Forbes, Inc. since
1977.  Mr. Forbes is the Chairman of the American Friends of the
Louvre, and he also sits on the Boards of  The New York Academy of
Art, and the Prince Wales Foundation.  He is also a member of the
Board of Advisors of The Princeton University Art Museum. Mr. Forbes received a
Bachelor of Arts degree in Art History from Princeton University in
1972.  In 1986, he was awarded the honorary degree of Doctor of Humane
Letters by New Hampshire College and in 2003 was appointed a Chevalier of the
Legion of Honor by the French Government.




Warren J. Isabelle has been
our director since June 2009.  Mr. Isabelle, is a founder and
principal of Ironwood Investment Management L.L.C., located in Boston,
MA.  Mr. Isabelle founded Ironwood Investment management L.L.C in
August, 1997.  From 1983 until 1997 Mr. Isabelle was with Pioneer
Management Corporation where he served most recently as Director of Research and
Head of U.S. Equities.  Mr. Isabelle has also, since January, 2004
served as a member of the Public Board and the Investment Committee of the
University of Massachusetts Foundation.


-55-




Thomas C. Quick has been our
director since February 1999.  Since 2003, Mr. Quick has been the
President of First Palm Beach Properties, Inc.  From 2001 through
2003, Mr. Quick was the Vice Chairman of Quick & Reilly/Fleet Securities,
Inc., successor to The Quick & Reilly Group, Inc., a holding company for
four (4) major financial services businesses.  From 1996 until 2001,
Mr. Quick was the President and Chief Operating Officer and a director of Quick
& Reilly/Fleet Securities, Inc.  From 1985 to 1996, he was
President of Quick & Reilly, Inc., a Quick & Reilly subsidiary and a
national discount brokerage firm.  Mr. Quick serves as a member of the
Board of Directors and compensation committee of B.F. Enterprises. He is also a
member of the Board of Directors of Best Buddies, The American Ireland Fund,
Venetian Heritage, Inc. and serves on the Investment Advisory Board for the St.
Jude Children’s Hospital.  He is a trustee of the National Corporate
Theater Fund, Cold Spring Harbor Laboratories, the Norton Museum, the Inter-City
Scholarship Foundation of New York City and an advisory board member of
Christie, European.  Mr. Quick is a graduate of Fairfield
University.




David Rector has been our
director since February 2002.  Mr. Rector also serves as a director
and member of the compensation and audit committee of the Dallas Gold and Silver
Exchange (formerly Superior Galleries, Inc.), a director and sole officer of
Standard Drilling, Inc., a director of Federated Sports & Enternainment, and
a director, President and CEO of NanoDynamics, Inc.  Mr Rector is also
a director of CardOne Plus, Inc. and NuWest, Inc..   From May
2004 through December 2006, Mr. Rector had served in senior management
positions with Nanoscience Technologies, Inc., a development stage company
engaged in the development of DNA Nanotechnology.  Also, since 1985,
Mr. Rector has been the Principal of The David Stephen Group, which provides
enterprise consulting services to emerging and developing companies in a variety
of industries.  From 1983 until 1985, Mr. Rector served as President
and General Manager of Sunset Designs, Inc., a domestic and international
manufacturer and marketer of consumer product craft kits, and a wholly-owned
subsidiary of Reckitt & Coleman N.A.  From 1980 until 1983, Mr.
Rector served as the Director of Marketing of Sunset Designs.  From
1971 until 1980, Mr. Rector served in progressive roles in the financial and
product marketing departments of Crown Zellerbach Corporation, a multi-billion
dollar pulp and paper industry corporation.  Mr. Rector received a
Bachelor of Science degree in Business/Finance from Murray State University in
1969.




Rudolf Stalder has beenour director since
February 1999 and was appointed as our Chairman and Chief Executive Officer on
January 10, 2000.  On October 4, 2001, Mr. Stalder resigned as our
Chief Executive Officer.  On June 8, 2009 Mr. Stalder resigned as our
Chairman.  Mr. Stalderis a former member of
the Executive Boards of Credit Suisse Group and Credit Suisse First Boston and
former Chief Executive Officer of the Americas Region of Credit Suisse Private
Banking.  Mr. Stalder joined Credit Suisse in 1980 as a founding
member and Deputy Head of the Multinational Services Group.  In 1986,
he became Executive Vice President.  He was named to Credit Suisse’s
Executive Board in 1989.  In 1990, he became Head of the Commercial
Banking Division and a Member of the Executive Committee.  From 1991
to 1995, Mr. Stalder was Chief Financial Officer of Credit Suisse First Boston
and a Member of the Executive Boards of Credit Suisse Group and Credit Suisse
First Boston.  He became head of the Americas Region of Credit Suisse
Private Banking in 1995 and retired in 1998.  Prior to moving to the
United States, Mr. Stalder was a member of the Board of Directors for several
Swiss subsidiaries of major corporations including AEG, Bayer, BTR, Hoechst,
Saint Gobain, Solvay and Sony.  He is a fellow of the World Economic
Forum.  He currently serves on the Board  and is the
treasurer of the Greater Bridgeport Symphony.  He was a member of the
Leadership Committee of the Consolidated Corporate Fund of Lincoln Center for
the Performing Arts, Board of The American Ballet Theatre and a Trustee of
Carnegie Hall.  From 1991 through 1998, Mr. Stalder was Chairman of
the New York Chapter of the Swiss-American Chamber of Commerce.  He
continues to serve as an Advisory Board Member of the American-Swiss
Foundation.  Mr. Stalder received a diploma in advanced finance
management at the International Management Development Institute in Lausanne,
Switzerland in 1976.  He completed the International Senior Managers
Program at Harvard University in 1985.


-56-


Jack Van Hulst has been our
director since January 2007.  Mr. Van Hulst also serves as a director
and member of the compensation and audit committees of Napo Pharmaceuticals,
Inc. and HiTech Pharmacal, Inc.  Mr. Van Hulst is also an advisory
board member of Arsenal Capital Partners and Chairman of The International
Center in New York, a non-profit organization.  He has more than 40
years of international experience in the pharmaceutical industry. He began his
career in 1968 at Organon, which was subsequently acquired by AKZO, N.V., the
multinational human and animal healthcare company, where he was based in Europe
and the US and responsible for establishing AKZO’s position in the US in the
manufacturing and sales and marketing of fine chemicals. Mr. Van Hulst later
became President of AKZO’s US Pharmaceutical Generic Drug Business and was
responsible for establishing AKZO in the US generic drug industry. From 1989 to
1999, Mr. Van Hulst successively owned and led two generic pharmaceutical
companies, improving their operations and then selling them to a private equity
group and a pharmaceutical company. From 1999 to 2005, he was Executive Vice
President at Puerto Rico-based MOVA Pharmaceutical Corporation, a contract
manufacturer to the pharmaceutical industry that recently merged with
Canadian-based Patheon.





Section 16(a) Beneficial
Ownership Reporting Compliance





Section 16(a) of
the Exchange Act requires a company’s directors, officers and stockholders who
beneficially own more than 10% of any class of equity securities of the company
registered pursuant to Section 12 of the Exchange Act, collectively
referred to herein as the Reporting Persons, to file initial statements of
beneficial ownership of securities and statements of changes in beneficial
ownership of securities with respect to the company’s equity securities with the
SEC.  All Reporting Persons are required by SEC regulation to furnish us
with copies of all reports that such Reporting Persons file with the SEC
pursuant to Section 16(a).





Based
solely on our review of the copies of such forms received by us and upon written
representations of the Reporting Persons received by us, we believe that there
has been compliance with all Section 16(a) filing requirements
applicable to our Reporting Persons.




Code
of Business Ethics and Conduct





On
March 17, 2003, our board adopted a Code of Business Ethics and Conduct,
which may also be found on our website at www.senesco.com.  Our Code of
Ethics contains written standards designed to deter wrongdoing and to
promote:


-57-





·
            honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;





·
            full,
      fair, accurate, timely, and understandable disclosure in reports and
      documents filed with the SEC;





·
            compliance
      with applicable governmental laws, rules and
      regulations;





·
            the
      prompt internal reporting of violations of our Code of Ethics to an
      appropriate person or persons identified in our Code of Ethics;
      and





·
            accountability
      for adherence to our Code of
Ethics.





Each
of our employees, officers and directors completed a signed certification to
document his or her understanding of and compliance with our Code of
Ethics.





Audit
      Committee





We
have an Audit Committee which committee was established in accordance with
Section 3(a)(58)(A) of the Exchange Act.  Our Audit Committee was
established in July 1999.  On June 27, 2008, our board adopted an
Amended and Restated Audit Committee Charter.  The primary responsibilities
of our Audit Committee include:





·
            appointing,
      approving the compensation of, and assessing the independence of our
      independent registered public accounting
  firm;





·
            overseeing
      the work of our independent registered public accounting firm, including
      through the receipt and consideration of certain reports from our
      independent registered public accounting
  firm;





·
            reviewing
      and discussing with management and our independent registered public
      accounting firm our annual and quarterly financial statements and related
      disclosures;





·
            monitoring
      our internal control over financial reporting, disclosure controls and
      procedures and code of business conduct and
  ethics;





·
            discussing
      our risk management policies;





·
            establishing
      policies regarding hiring employees from our independent registered public
      accounting firm and procedures for the receipt and retention of accounting
      related complaints and
concerns;





·
            meeting
      independently with our independent registered public accounting firm and
      management; and





·
            preparing
      the audit committee report required by SEC
  rules.


-58-





Previously,
our Audit Committee was comprised of John N. Braca, David Rector and Thomas C.
Quick. As previously announced, effective, December 18, 2008, our Audit
Committee is currently comprised of John N. Braca, David Rector and Jack Van
Hulst. Mr. Braca currently serves as the chairman of the Audit
Committee.  The NYSE AMEX currently requires an Audit Committee comprised
solely of independent directors.  Messrs. Braca, Rector and Van Hulst
are “independent” members of our board.  In addition, our board has
determined that Mr. Braca satisfies the definition of an audit committee
“financial expert”.




Item
11.           Executive
Compensation.




This
Compensation Discussion and Analysis explains the principles underlying our
compensation policies and decisions and the principal elements of compensation
paid to our executive officers during Fiscal 2009.  Our Chief
Executive Officer, Chief Financial Officer and all of our other executive
officers included in the Summary Compensation Table will be referred to as the
“named executive officers” for purposes of this discussion.




Compensation
Objectives and Philosophy




The
Compensation Committee, also referred to herein as the Committee, of the board
is responsible for the following:




·
            to
      discharge the board’s responsibilities relating to compensation of our
      directors and named executive
officers;




·
            to
      have overall responsibility for approving and evaluating our director and
      officer compensation plans, policies and
  programs;




·
            to
      have responsibility for producing an annual report on executive
      compensation for inclusion in our proxy statement;
  and




·
            to
      review and discuss with Senesco management the Compensation Discussion
      & Analysis, which is included in Senesco’s annual proxy
      statement.




As
part of this process, the Committee seeks to accomplish the following objectives
with respect to our executive compensation programs:




·
            to
      motivate, recruit and retain executives capable of meeting our strategic
      objectives;




·
            to
      provide incentives to ensure superior executive performance and successful
      financial results for us; and




·
            to
      align the interests of executives with the long-term interests of our
      stockholders.




-59-




The
Committee seeks to achieve these objectives by:




·
            linking
      a substantial portion of compensation to our achievement of long-term and
      short-term financial objectives and the individual’s contribution to the
      attainment of those objectives;




·
            providing
      long-term equity-based incentives and encouraging direct share ownership
      by executives with the intention of providing incentive-based compensation
      to encourage a long-term focus on company profitability and stockholder
      value; and




·
            understanding
      the marketplace and establishing a compensation structure that is adjusted
      for our position in the marketplace and our current financial condition
      and limited capital resources.




Setting
Executive Compensation




In
Fiscal 2008 and Fiscal 2009, the Committee engaged J. Richard and Co., also
referred to herein as J. Richard, a nationally recognized compensation
consulting firm, to provide competitive compensation data and general advice on
our compensation programs and policies for our Chief Executive Officer, and J.
Richard was available for consultation with the Committee to discuss the
compensation programs for our other named executive officers.  During
Fiscal 2008 and Fiscal 2009, J. Richard performed a market analysis of the
compensation paid by comparable companies and provided the Committee with
recommended compensation ranges for the Chief Executive Officer based on the
competitive data.  In addition, the Chief Executive Officer provided
recommendations to the Committee with respect to the compensation packages for
those other named executive officers for Fiscal 2009, and the Committee also
reviewed the Chief Executive Officer’s recommendation against compensation paid
by comparable companies.




For
Fiscal 2008 and 2009, the Committee’s objective to target each component of
compensation listed below to be competitive with comparable positions at peer
group companies, and to target the total annual compensation of each named
executive officer at the appropriate level for comparable positions at the
competitive peer group companies.  For Fiscal 2008, our list of peer
group companies was as follows:  Introgen Therapeutics, Inc.; Kosan
BioSciences, Inc.; Avalon Pharmaceuticals, Inc.; Atherogenics, Inc.; Keryx
BioPharaceuticals, Inc.; Targeted Genetics Corporation; Neopharm, Inc.; Genta,
Inc.; and Vion Pharmaceuticals, Inc.




During the current compensation
review process, the Committee elected not to engage an independent compensation
consultant.  This decision was based on the Committee’s belief that
prior years analysis did not closely enough parallel the scope of our business
relative to the breadth of operations in general, executive officers scope of
duties and responsibilities, position in the life cycle, financial
responsibilities, capitalization and size of management staff.  The
Committee also met with the Chief Executive Officer who agreed with the approach
not to engage an outside consultant and agreed to provide a review of
management’s performance against objectives for the period to assist in
ascertaining equity award levels.


-60-


The Committee elected to identify
various companies in the biotech sector we felt were somewhat close in scope of
operation to the Company.  It became evident, as in prior years, that
due to the key banner points listed above (the breadth of operations in general,
executive officers scope of duties and responsibilities, position in the life
cycle, financial responsibilities, capitalization and size of management staff)
it is very difficult to identify such public entities for comparative
purposes.  For Fiscal 2009, the companies we elected to evaluate were
as follows:   Adolor Corporation (ADLR); MDRNA Inc. (MRNA);
Anesiva Inc. (ANSV); Santarus Inc. (SNTS); Sequenom, Inc.(SQNM); Cubist (CBST);
Lexicon (LXRX); and Targacept, Inc. (TRGT).




However,
in determining the compensation of each named executive officer, the Committee
also considers a number of other factors, including Senesco’s recent performance
and the named executive officer’s individual performance, the Chief Executive
Officer’s recommendations and the importance of the executive’s position and
role in relation to execution of the Company’s strategic plan.  There
is no pre-established policy for allocation of compensation between cash and
non-cash components or between short-term and long-term
components.  Instead, the Committee determines the mix of compensation
for each named executive officer based on its review of the competitive data,
its subjective analysis of that individual’s performance and contribution to our
financial performance, the financial strength and outlook of the Company and,
most of all, what is considered fair and reasonable based on the scope of
operations and responsibilities.  For the Chief Executive Officer, for
Fiscal 2009, the Committee set his performance targets and compensation levels
based upon the input from the Committee’s analysis and from the Chief Executive
Officer. For other named executive officers, the Committee sets performance
targets and compensation levels after receiving recommendations from the Chief
Executive Officer and reviewing those recommendations with the full
Committee.





In
selecting companies to survey for such compensation purposes, the Compensation
Committee considered many factors not directly associated with the stock price
performance of those companies, such as geographic location, development stage,
organizational structure and market capitalization.  For this reason,
there is not a meaningful correlation between the companies included within the
peer group identified for comparative compensation purposes and the companies
included within the RDG Micro Biotechnology Index.




Components
of Compensation




For
Fiscal 2008, our executive compensation program included the following
components:




·
            base
      salary;




·
            annual
      short-term equity incentives;




·
            long-term
      equity incentive awards; and




·
            change
      in control and other severance
arrangements.




-61-




For
Fiscal 2009, our executive compensation program included the following
components:




·
            base
      salary;




·
            annual
      short-term equity incentives;




·
            a
      continuation of the long-term equity incentive program;
      and




·
            change
      in control and other severance
arrangements.




Currently,
for Fiscal 2010, our executive compensation program includes the following
components:




·
            base
      salary;




·
            annual
      short-term equity incentives;
and




·
            a
      continuation of the long-term equity incentive
  program.




The
Committee seeks to align the named executive officers’ and stockholders’
interests in a pay for performance environment. On average, a large portion of
an executive officer's total compensation is at risk, with the amount actually
paid tied to achievement of pre-established objectives and individual
goals.




Base
Salary




In General – It is the
Committee’s objective to set a competitive rate of annual base salary or
consulting fees for each named executive officer.  The Committee
believes competitive base salaries are necessary to attract and retain top
quality executives, since it is common practice for public companies to provide
their executive officers with a guaranteed annual component of compensation that
is not subject to performance risk.  However, the Committee recognizes
that Senesco is still a development stage company, with little to no revenue
currently and believes that developing too rigid of a compensation structure can
become detrimental to the progress of the company.




When
compared to comparable positions at the competitive peer group companies, it is
the Committee’s objective to target the base compensation level of executive
officers below the 50th percentile because of our current financial
position.  Historically the compensation levels for our executive
officers has been below the 25th
percentile of competitive peer group companies. However, in determining the
compensation of each executive officer, the Committee also considers a number of
other factors, including recent Company and individual performance and the CEO’s
recommendations.  There is no pre-established policy for allocation of
compensation between cash and non-cash components or between short-term and
long-term components.  Instead, the Committee determines the mix of
compensation for each executive officer based on its review of the competitive
data and its subjective analysis of that individual’s performance and
contribution to the Company’s financial performance.


-62-





Base Salary for Fiscal 2009
–For Fiscal 2009,
each named executive officer’s salary, except for the Executive Vice-President
and Chief Scientific Officer, was increased to cover cost of living
increases.  The table below shows annual Fiscal 2009 and Fiscal 2008
base salary or consulting rates for each named executive
officer:




2008
                                    
                                    
                                    2009
                                    
                                    
                                    %Name
                                    
                                    Title
                                    
                                    Salary
                                    
                                    
                                    Salary (1)
                                    
                                    
                                    IncreaseBruce
      C. Galton
                                    
                                    President
      and Chief Executive Officer
                                    
                                    $
                                    255,000
                                    
                                    
                                    $
                                    255,000
                                    
                                    
                                    
                                    0.0
                                    %John
      E. Thompson
                                    
                                    Executive
      Vice-President and
                                      ChiefScientific
      Officer
                                    
                                    $
                                    65,000
                                    (2)
                                    
                                    $
                                    65,000
                                    (2)
                                    
                                    
                                    0.0
                                    %Sascha
      P. Fedyszyn
                                    
                                    Vice-President
      of Corporate
                                      Development
      and Secretary
                                    
                                    $
                                    101,400
                                    
                                    
                                    $
                                    107,500
                                    
                                    
                                    
                                    6.0
                                    %Joel
      P. Brooks
                                    
                                    Chief
      Financial Officer and Treasurer
                                    
                                    $
                                    150,800
                                    
                                    
                                    $
                                    160,000
                                    
                                    
                                    
                                    6.1
                                    %Richard
      Dondero
                                    
                                    Vice-President
      of Research and
                                      Development
                                    
                                    $
                                    130,000
                                    
                                    
                                    $
                                    143,000
                                    
                                    
                                    
                                    10.0
                                    %





(1) Annual salary increase
became effective July 1, 2008.


(2) Represents consulting fees
paid under a consulting agreement.




There
were no increases in base salary approved for Bruce C. Galton and John E.
Thompson as the Compensation Committee deemed the scope of their resource
management (i.e. personnel, operating budgets, and outside relationships) were
commensurate, fair and reasonable relative to their current base salary
rate.




Messrs.
Fedyszyn and Brooks received approximately a 6% increase in base salary to (i)
reflect a cost of living adjustment and (ii) their relative
performance.  Mr. Dondero also received approximately a 6% increase in
base salary to reflect each of the foregoing plus an additional $5,000 range
adjustment to bring his salary more in line with the other named executive
officers.  The Compensation Committee wishes to provide additional
compensation to all of the named executive officers, including the chief
executive officer, through the development of incentive programs based on the
named executives performance and attainment of stated objectives that enhance
shareholder value in order to (i) link a substantial portion of their
compensation to the achievement of short-term and long-term objectives and (ii)
to save cash given our limited capital resources.





During the course of the year, the
Committee determined that we could in no manner financially support the terms of
the various employment agreements in effect.  The Committee issued a
notice of non-renewal to all named executive officers in effect not renewing the
employment agreements moving forward following the various upcoming anniversary
dates of each agreement.  We anticipate that each of the named
executive officers will, following the expiration of their employment
agreements, continue as employees on an “at will basis”, meaning that either we
or the employees may discontinue their employment with or without notice or
cause.  The employees’ respective salaries, duties and titles will
remain unchanged.





Base Salary for Fiscal 2010 –
For Fiscal 2010, after a review of the factors discussed above, each named
executive officer’s salary was not increased.


-63-





Annual Bonuses for Fiscal 2009 and
Fiscal 2010 – Bonuses are determined at the discretion of the board based
upon the recommendation of the Committee.  There were no cash bonuses
granted during Fiscal 2009, and it is anticipated that there will be no cash
bonuses granted for Fiscal 2010.





Short
Term Incentive Equity Awards




In General – A portion of each
named officer’s compensation is provided in the form of short-term equity
awards.  It is the Committee’s belief that properly structured equity
awards are an effective method of aligning the short-term interests of our named
executive officers with those of our stockholders.




Equity
awards were made in the form of incentive stock options.  The
Committee has followed a grant practice of tying equity awards to its annual
calendar year-end review of individual performance, its assessment of our
performance and our operational results.




Restricted Stock Unit and Incentive
Stock Option Short-Term Incentive Plan for Fiscal 2008 – Pursuant to the
Company’s Restricted Stock Unit and Incentive Stock Option Short-Term Incentive
Plan, or STIP, covering Fiscal 2008, equity grants to our named executive
officers were in the form of restricted stock units, also referred to herein as
RSU’s, and incentive stock options, also referred to herein as
ISO’s.  Each RSU and ISO entitles the recipient to receive one share
of our common stock upon vesting or upon a designated date or event following
such vesting.  Each ISO was granted with an exercise price of
$0.99.  Each named executive had the option of receiving their RSU
grant in the form of RSU’s or ISO’s.  If a named execute chose to
receive ISO’s in lieu of RSU’s, then such named executive was granted twice as
many ISO’s, due to the $0.99 exercise price of such ISO’s.  All RSU’s
and ISO’s were awarded together and were distributed in November 2008 after
evaluation of the performance objectives identified further below under the
heading STIP Performance Objectives, or SPO’s.




The
Committee will follow a grant practice of tying equity awards to its annual
year-end review of individual performance, its assessment of our performance and
our financial results.  Accordingly, it is expected that any equity
awards to the named executive officers will be made on an annual basis promptly
after the release of our financial results.  The Committee has
established short-term incentive grant guidelines for eligible named executive
officers each year based on competitive annual grant data provided by
management’s compensation consultant and by J. Richard, the Committee’s
compensation consultant.




The
total amount of RSU’s and ISO’s in the STIP pool awarded to our named executive
officers was 237,300 shares, which consisted of 112,700 RSU’s and 124,600 ISO’s,
representing 1.4% of the outstanding shares as of July 1, 2007. The specific
amount of RSU’s and ISO’s awarded to each individually named executive officer
relating to the performance objectives were based on (i) the functional areas
assessed by the underlying detailed objectives of each named executive officer,
(ii) the weight of each of the functions of each named executive officer and
(iii) the contribution to each function by each named executive
officer.


-64-


The
amount and percentage of the RSU’s and ISO’s awarded to all the named executive
officers as a whole for their contributions to each of the STIP Performance
Objectives were as follows:




STIP Performance Objective
                                      
                                      Percentage of
                                        STIP RSU and
                                        ISO Award Pool
                                      
                                      
                                      Total Amount of RSU’s and
                                        ISO’s Awarded As a Whole to
                                        All Named Executive Officers
                                        per SPOFirst STIP Performance
      Objective.
                                        Contributions
      Relating to Cancer Target
                                      
                                      
                                      45
                                      %
                                      
                                      
                                      126,000Second STIP
      Performance Objective.
                                        Contributions
      Relating to Financing
                                      
                                      
                                      25
                                      %
                                      
                                      
                                      45,938Third STIP Performance
      Objective.
                                        Contributions
      Relating to Licensing and Support
                                      
                                      
                                      15
                                      %
                                      
                                      
                                      32,812Fourth STIP
      Performance Objective.
                                        Contributions
      Relating to Intellectual Property Administration
                                      
                                      
                                      4
                                      %
                                      
                                      
                                      11,200Fifth STIP Performance
      Objective.
                                        Contributions
      Relating to Investor Relations
                                      
                                      
                                      3
                                      %
                                      
                                      
                                      5,775Sixth STIP Performance
      Objective.
                                        Contributions
      Relating to Website Administration
                                      
                                      
                                      1
                                      %
                                      
                                      
                                      1,925Seventh STIP
      Performance Objective.
                                        Contributions
      Relating to Audits and Securities Filings
                                      
                                      
                                      5
                                      %
                                      
                                      
                                      9,625Eighth STIP
      Performance Objective.
                                        Contributions
      Relating to the American Stock Exchange Duties
                                      
                                      
                                      1
                                      %
                                      
                                      
                                      1,750Ninth STIP Performance
      Objective.
                                        Contributions
      Relating to the Future Financing Plan
                                      
                                      
                                      1
                                      %
                                      
                                      
                                      2,275




Each
named executive officer eligible to receive an award pursuant to the STIP was
required to be employed by the Company upon the vesting date in November 2008
(the “Vesting Date”).  If a named executive officer was no longer
employed by the Vesting Date, then such named executive officer’s respective RSU
or ISO award tied to such STIP Performance Objective would be forfeited. All
named executive officers were employed on the Vesting Date.  The
Committee shall have the sole discretion to reinstate any eliminated portion or
segment of a STIP Performance Objective award or that portion of a STIP
Performance Objective award for an award to a successor to the STIP Performance
Objectives.


-65-




Subject
to the preceding paragraph, the approximate individual amounts and percentages
of RSU and ISO awards to the named executive officers were as
follows:




Name
                            
                            Bruce C.
                              Galton
                            
                            
                            Joel P.
                              Brooks
                            
                            
                            Sascha P.
                              Fedyszyn
                            
                            
                            John E.
                              Thompson
                            
                            
                            Richard
                              DonderoTitle
                            
                            President and
                              Chief
                              Executive
                              Officer
                            
                            
                            Chief
                              Financial
                              Officer and
                              Treasurer
                            
                            
                            Vice-President
                              of Corporate
                              Development
                              and Secretary
                            
                            
                            Executive Vice-
                              President and
                              Chief Scientific
                              Officer
                            
                            
                            Vice-President
                              of Research and
                              DevelopmentType
      of Award
                            
                            RSU
                            
                            
                            RSU
                            
                            
                            RSU
                            
                            
                            ISO
                            
                            
                            ISOPercentage
      of 126,000 RSU’s and ISO’s Awarded for First SPO
                            
                            
                            20
                            %
                            
                            
                            10
                            %
                            
                            
                            10
                            %
                            
                            
                            25
                            %
                            
                            
                            35
                            %Number
      of RSU’s and ISO’s Awarded for the First SPO
                            
                            
                            15,750
                            
                            
                            
                            7,875
                            
                            
                            
                            7,875
                            
                            
                            
                            39,376
                            
                            
                            
                            55,124Percentage
      of 45,938 RSU’s and ISO’s Awarded for the
      Second  SPO
                            
                            
                            45
                            %
                            
                            
                            45
                            %
                            
                            
                            5
                            %
                            
                            
                            0
                            %
                            
                            
                            5
                            %Number
      of RSU’s and ISO’s Awarded for the Second SPO
                            
                            
                            19,687.5
                            
                            
                            
                            19,687.5
                            
                            
                            
                            2,188
                            
                            
                            
                            0
                            
                            
                            
                            4,375Percentage
      of 32,812 RSU’s and ISO’s Awarded for the Third SPO
                            
                            
                            35
                            %
                            
                            
                            5
                            %
                            
                            
                            35
                            %
                            
                            
                            15
                            %
                            
                            
                            10
                            %Number
      of RSU’s and ISO’s Awarded for the Third SPO
                            
                            
                            9,187.5
                            
                            
                            
                            1,312.5
                            
                            
                            
                            9,187
                            
                            
                            
                            7,875
                            
                            
                            
                            5,250Percentage
      of 11,200 RSU’s and ISO’s Awarded for the
      Fourth  SPO
                            
                            
                            10
                            %
                            
                            
                            0
                            %
                            
                            
                            30
                            %
                            
                            
                            30
                            %
                            
                            
                            30
                            %Number
      of RSU’s and ISO’s Awarded for the Fourth SPO
                            
                            
                            700
                            
                            
                            
                            0
                            
                            
                            
                            2,100
                            
                            
                            
                            4,200
                            
                            
                            
                            4,200Percentage
      of 5,775 RSU’s and ISO’s Awarded for the Fifth SPO
                            
                            
                            30
                            %
                            
                            
                            30
                            %
                            
                            
                            30
                            %
                            
                            
                            0
                            %
                            
                            
                            10
                            %Number
      of RSU’s and ISO’s Awarded for the Fifth SPO
                            
                            
                            1,575
                            
                            
                            
                            1,575
                            
                            
                            
                            1,575
                            
                            
                            
                            0
                            
                            
                            
                            1,050Percentage
      of 1,925 RSU’s and ISO’s Awarded for the Sixth SPO
                            
                            
                            10
                            %
                            
                            
                            10
                            %
                            
                            
                            70
                            %
                            
                            
                            0
                            %
                            
                            
                            10
                            %


-66-





Name
                            
                            Bruce C.
                              Galton
                            
                            
                            Joel P.
                              Brooks
                            
                            
                            Sascha P.
                              Fedyszyn
                            
                            
                            John E.
                              Thompson
                            
                            
                            Richard
                              DonderoTitle
                            
                            President and
                              Chief
                              Executive
                              Officer
                            
                            
                            Chief
                              Financial
                              Officer and
                              Treasurer
                            
                            
                            Vice-President
                              of Corporate
                              Development
                              and Secretary
                            
                            
                            Executive Vice-
                              President and
                              Chief Scientific
                              Officer
                            
                            
                            Vice-President
                              of Research and
                              DevelopmentType
      of Award
                            
                            RSU
                            
                            
                            RSU
                            
                            
                            RSU
                            
                            
                            ISO
                            
                            
                            ISONumber
      of RSU’s and ISO’s Awarded for the Sixth SPO
                            
                            
                            175
                            
                            
                            
                            175
                            
                            
                            
                            1,225
                            
                            
                            
                            0
                            
                            
                            
                            350Percentage
      of 9,625 RSU’s and ISO’s Awarded for the Seventh SPO
                            
                            
                            20
                            %
                            
                            
                            60
                            %
                            
                            
                            10
                            %
                            
                            
                            5
                            %
                            
                            
                            5
                            %Number
      of RSU’s and ISO’s Awarded for the Seventh SPO
                            
                            
                            1,750
                            
                            
                            
                            5,250
                            
                            
                            
                            875
                            
                            
                            
                            875
                            
                            
                            
                            875Percentage
      of 1,750 RSU’s and ISO’s Awarded for the Eighth SPO
                            
                            
                            50
                            %
                            
                            
                            50
                            %
                            
                            
                            0
                            %
                            
                            
                            0
                            %
                            
                            
                            0
                            %Number
      of RSU’s and ISO’s Awarded for the Eighth SPO
                            
                            
                            875
                            
                            
                            
                            875
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0Percentage
      of 2,275 RSU’s and ISO’s Awarded for the Ninth SPO
                            
                            
                            30
                            %
                            
                            
                            30
                            %
                            
                            
                            10
                            %
                            
                            
                            10
                            %
                            
                            
                            20
                            %Number
      of RSU’s and ISO’s Awarded for the Ninth SPO
                            
                            
                            525
                            
                            
                            
                            525
                            
                            
                            
                            175
                            
                            
                            
                            350
                            
                            
                            
                            700Total
      RSU’s and ISO’s Awarded
                            
                            
                            50,225
                            
                            
                            
                            37,275
                            
                            
                            
                            25,200
                            
                            
                            
                            52,676
                            
                            
                            
                            71,924Percentage
      of 237,300 RSU’s and ISO’s Awarded for All SPOs
                            
                            
                            29
                            %
                            
                            
                            21
                            %
                            
                            
                            14
                            %
                            
                            
                            15
                            %
                            
                            
                            21
                            %


-67-


In
October 2008, the Committee determined that the executive officers had achieved
the previously granted short-term performance milestones, and accordingly,
determined to vest, effective two trading days following the Company’s filing of
its quarterly report on Form 10-Q for the quarter ended September 30,
2008, the foregoing RSUs/options as follows:





Mr. Galton
received 50,255 RSUs;


Mr. Brooks
received 37,275 RSUs;


Mr. Fedyszyn
received 25,200 RSU;


Dr. Thompson
received 52,676 options; and


Mr. Dondero
received 71,924 options.





Restricted Stock Unit and Incentive
Stock Option Short-Term Incentive Plan for Fiscal 2009 – Pursuant to the
Company’s Restricted Stock Unit and Incentive Stock Option Short-Term Incentive
Plan, or STIP, covering Fiscal 2009, equity grants to our named executive
officers will be in the form of restricted stock units, also referred to herein
as RSU’s, and incentive stock options, also referred to herein as
ISO’s.  The RSU’s and options were granted effective two days
following the filing of our quarterly report on Form 10-Q for the quarter ended
September 30, 2008.  Each ISO will have an exercise price equal to the
closing price on the day prior to the grant date, or $.60.  Each RSU
and ISO entitles the recipient to receive one share of our common stock upon
vesting or upon a designated date or event following such
vesting.  Each named executive had the option of receiving their RSU
grant in the form of RSU’s or ISO’s.  If a named execute chose to
receive ISO’s in lieu of RSU’s, then such named executive will be granted twice
as many ISO’s.  All RSU’s and ISO’s will be awarded together and will
be available for distribution upon evaluation of performance objectives that
have been identified further below under the heading STIP Performance
Objectives, or SPO’s.




The
Committee will follow a grant practice of tying equity awards to its annual
year-end review of individual performance, its assessment of our performance and
our financial results.  Accordingly, it is expected that any equity
awards to the named executive officers will be made on an annual basis promptly
after the release of our financial results.  The Committee has
established short-term incentive grant guidelines for eligible named executive
officers each year based on competitive annual grant data provided by
management’s compensation consultant and by J. Richard, the Committee’s
compensation consultant.




The
total amount of RSU’s and ISO’s in the STIP pool awarded to our named executive
officers was 264,000 shares, which consisted of 136,000 RSU’s and 128,000
ISO’s, representing 1.4% of the outstanding shares as of July 1, 2008. The
specific amount of RSU’s and ISO’s awarded to each individually named executive
officer relating to the performance objectives are based on (i) the functional
areas assessed by the underlying detailed objectives of each named executive
officer, (ii) the weight of each of the functions of each named executive
officer, and (iii) the contribution to each function by each named executive
officer.




The
amount and percentage of the RSU’s and ISO’s awarded to all the named executive
officers as a whole for their contributions to each of the STIP Performance
Objectives was as follows:


-68-




STIP Performance Objective
                              
                              Percentage of
                                STIP RSU and
                                ISO Award
                                Pool
                              
                              
                              Total Amount of RSU’s and
                                ISO’s Awarded As a Whole to
                                All Named Executive Officers
                                per SPOFirst STIP Performance
      Objective.  Contributions Relating to Finance
      Objectives
                              
                              
                              15
                              %
                              
                              
                              30,900Second STIP
      Performance Objective.  Contributions Relating to
      Agricultural Licensing Objectives
                              
                              
                              20
                              %
                              
                              
                              53,600Third STIP Performance
      Objective. Contributions Relating to Human Health
      Objectives
                              
                              
                              25
                              %
                              
                              
                              82,000Fourth STIP
      Performance Objective. Contributions Relating to Investor
      Relations, Intellectual Property and Website
      Administration
                              
                              
                              25
                              %
                              
                              
                              61,500Fifth STIP Performance
      Objective. Contributions Relating to Organizational
      Objectives
                              
                              
                              15
                              %
                              
                              
                              36,000




Each
named executive officer eligible to receive an award pursuant to the STIP is
required to be employed by the Company upon the vesting date in or around
November 2009 (the “Vesting Date”).  If a named executive officer is
no longer employed by the Vesting Date, then such named executive officer’s
respective RSU or ISO award tied to such STIP Performance Objective will be
forfeited. The Committee shall have the sole discretion to reinstate any
eliminated portion or segment of a STIP Performance Objective award or that
portion of a STIP Performance Objective award for an award to a successor to the
STIP Performance Objectives.




The
amount and percentage of RSU’s and ISO’s awarded to the named executive officers
individually for their contributions to each of the STIP Performance Objectives
may be modified, altered and redistributed by the Chief Executive Officer,
subject to Committee review, to reflect (i) the actual performance of each named
executive officer, (ii) the potential reassignment of duties of each named
executive officer, and (iii) the unanticipated accomplishments by any of the
named executive officers after the outset of the STIP that contribute
significantly to stockholder value during Fiscal 2009.


-69-




Subject
to the preceding paragraph, the approximate individual amounts and percentages
of RSU and ISO awards to the named executive officers are as
follows:




Name
                              
                              Bruce C.
                                Galton
                              
                              
                              Joel P.
                                Brooks
                              
                              
                              Sascha P.
                                Fedyszyn
                              
                              
                              John E.
                                Thompson
                              
                              
                              Richard
                                DonderoTitle
                              
                              President
                                and Chief
                                Executive
                                Officer
                              
                              
                              Chief
                                Financial
                                Officer and
                                Treasurer
                              
                              
                              Vice-President
                                of Corporate
                                Development
                                and Secretary
                              
                              
                              Executive Vice-
                                President and
                                Chief Scientific
                                Officer
                              
                              
                              Vice-President
                                of Research
                                and
                                DevelopmentType
      of Award
                              
                              RSU
                              
                              
                              RSU
                              
                              
                              RSU
                              
                              
                              ISO
                              
                              
                              ISOPercentage
      of 30,900 RSU’s and ISO’s Awarded for First SPO
                              
                              
                              41
                              %
                              
                              
                              53
                              %
                              
                              
                              3
                              %
                              
                              
                              0
                              %
                              
                              
                              3
                              %Number
      of RSU’s and ISO’s Awarded for the First SPO
                              
                              
                              12,300
                              
                              
                              
                              16,000
                              
                              
                              
                              800
                              
                              
                              
                              0
                              
                              
                              
                              1,800Percentage
      of 53,600 RSU’s and ISO’s Awarded for the
      Second  SPO
                              
                              
                              26
                              %
                              
                              
                              0
                              %
                              
                              
                              40
                              %
                              
                              
                              15
                              %
                              
                              
                              19
                              %Number
      of RSU’s and ISO’s Awarded for the Second SPO
                              
                              
                              10,400
                              
                              
                              
                              0
                              
                              
                              
                              16,000
                              
                              
                              
                              12,000
                              
                              
                              
                              15,200Percentage
      of 82,000 RSU’s and ISO’s Awarded for the Third SPO
                              
                              
                              25
                              %
                              
                              
                              5
                              %
                              
                              
                              6
                              %
                              
                              
                              23
                              %
                              
                              
                              41
                              %Number
      of RSU’s and ISO’s Awarded for the Third SPO
                              
                              
                              12,500
                              
                              
                              
                              2,500
                              
                              
                              
                              3,000
                              
                              
                              
                              23,000
                              
                              
                              
                              41,000Percentage
      of 61,500 RSU’s and ISO’s Awarded for the
      Fourth  SPO
                              
                              
                              30
                              %
                              
                              
                              10
                              %
                              
                              
                              37
                              %
                              
                              
                              5
                              %
                              
                              
                              18
                              %Number
      of RSU’s and ISO’s Awarded for the Fourth SPO
                              
                              
                              15,000
                              
                              
                              
                              5,000
                              
                              
                              
                              18,500
                              
                              
                              
                              5,000
                              
                              
                              
                              18,000Percentage
      of 36,000 RSU’s and ISO’s Awarded for the Fifth SPO
                              
                              
                              53
                              %
                              
                              
                              15
                              %
                              
                              
                              12
                              %
                              
                              
                              13
                              %
                              
                              
                              7
                              %Number
      of RSU’s and ISO’s Awarded for the Fifth SPO
                              
                              
                              15,800
                              
                              
                              
                              4,500
                              
                              
                              
                              3,700
                              
                              
                              
                              8,000
                              
                              
                              
                              4,000


-70-




In
October 2009, after a review of each of the factors that compromise the
short-term award program, the Committee determined that the executive officers
had partially achieved the previously granted short-term performance milestones,
and accordingly, determined to vest, effective two trading days following the
Company’s filing of its quarterly report on Form 10-Q for the quarter ended
September 30, 2009, the foregoing RSUs/options as follows:





Mr. Galton
will receive shares of common stock underlying his 49,500 RSUs;


Mr. Brooks
will receive shares of common stock underlying his 26,600 RSUs;


Mr. Fedyszyn
will receive shares of common stock underlying his 39,900 RSU;


Dr. Thompson
received 48,000 options; and


Mr. Dondero
received 76,000 options.





Restricted Stock Unit and Incentive
Stock Option Short-Term Incentive Plan for Fiscal 2009—The Committee
continues to evaluate the Company’s objectives for Fiscal 2010.  It is
anticipated that the Committee will set objectives for the Company’s named
executive officers for Fiscal 2010.





Long-Term
Incentive Equity Awards




In General – A portion of each
named executive officer’s compensation is provided in the form of long-term
incentive equity awards as set forth in the Long-Term Incentive Plan (the
“LTIP”) discussed below.  It is the Committee’s belief that properly
structured equity awards are an effective method of aligning the long term
interests of our named executive officers with those of our
stockholders.




Beginning
with Fiscal 2008, equity awards havebeen made in the form of restricted stock
units.  The Committee will follow a grant practice of tying equity
awards upon of the completion of certain event milestones (“LTIP Event
Milestones”) discussed below.  Accordingly, it is expected that any
equity awards to the named executive officers will be made promptly after the
completion of each LTIP Event Milestone.  The Committee has
established long-term incentive grant guidelines for eligible named executive
officers based on competitive annual grant data provided by management’s
compensation consultant and by J. Richard, the Committee’s compensation
consultant.




Long-Term Incentive Plan –
Beginning on December 13, 2007 (the “LTIP Effective Date”) and ending on the
earlier of (i) the completion of the Third LTIP Event Milestone or (ii) three
(3) years from the LTIP Effective Date, LTIP equity grants to our named
executive officers are in the form of RSU’s and ISO’s.  Each RSU and
ISO entitles the recipient to receive one share of our common stock upon vesting
or upon a designated date or event following such vesting.  Each ISO
was granted with an exercise price of $0.99.  Each named executive had
the option of receiving their RSU grant in the form of RSU’s or
ISO’s.  If a named execute chose to receive ISO’s in lieu of RSU’s,
then such named executive was granted twice as many ISO’s, due to the $0.99
exercise price of such ISO’s.




The
total RSU’s and ISO’s in the LTIP pool awarded to our named executive officers
was 775,000 shares, which consisted of 225,000 RSU’s and 550,000 ISO’s,
representing 3.9% of the outstanding shares as of July 1,
2009.


-71-




The
amount and percentage of the RSU’s awarded to all the named executive officers
as a whole for the completion of each of the three LTIP Event Milestones are as
follows:




LTIP Event Milestone
                          
                          Percentage of
                            LTIP RSU and
                            ISO Award Pool
                          
                          
                          Total Amount of RSUs and
                            ISO’s Awarded As a Whole to
                            All Named Executive OfficersFirst LTIP Event
Milestone.
                            The
      Execution of a  Research Agreement to
                            Conduct
      Phase I/II Trials at a Research Facility
                          
                          
                          20
                          %
                          
                          
                          155,000Second LTIP Event
      Milestone.
                            The
      Filing and Acceptance by the U.S. FDA
                            of
      an investigation new drug application, or
                            IND,
      by the date set by the Committee
                          
                          
                          20
                          %
                          
                          
                          155,000Third LTIP Event
Milestone.
                            The
      Successful Completion of Phase I/II
                            Trials
      Approved by the FDA by the date set
                            by
      the Committee
                          
                          
                          60
                          %
                          
                          
                          465,000





Each
named executive officer eligible to receive an award pursuant to the LTIP is
required to be employed by the Company upon the completion of each individual
LTIP Event Milestone.  If a named executive officer is no longer
employed by the Company before the completion of an individual LTIP Event
Milestone, then such named executive officer’s respective RSU or ISO award tied
to such uncompleted LTIP Event Milestone will be forfeited and so will that
total portion of the whole LTIP award pool. The Committee shall have the sole
discretion to reinstate any eliminated portion or segment of a LTIP Event
Milestone award or that portion of a LTIP Event Milestone award for a successor
to the LTIP Event Milestones.


-72-




The
LTIP awards for each named executive officer upon the completion of each
individual LTIP Event Milestone shall be as follows:




Name
                                    
                                    Title
                                    
                                    Percentage of
                                      Total RSU’s
                                      Awarded Upon
                                      Completion of a
                                      LTIP Event
                                      Milestone
                                    
                                    
                                    Number of
                                      RSU’s Awarded
                                      upon Completion
                                      of First LTIP
                                      Event Milestone
                                    
                                    
                                    Number of
                                      RSU’s Awarded
                                      upon
                                      Completion of
                                      Second LTIP
                                      Event Milestone
                                    
                                    
                                    Number of
                                      RSU’s Awarded
                                      upon
                                      Completion of
                                      Third LTIP
                                      Event MilestoneBruce
      C. Galton(1)
                                    
                                    President
      and Chief Executive Officer
                                    
                                    
                                    25
                                    %
                                    
                                    
                                    25,000
                                    
                                    
                                    
                                    25,000
                                    
                                    
                                    
                                    75,000Joel
      P. Brooks(1)
                                    
                                    Chief
      Financial Officer and Treasurer
                                    
                                    
                                    10
                                    %
                                    
                                    
                                    10,000
                                    
                                    
                                    
                                    10,000
                                    
                                    
                                    
                                    30,000Sascha
      P. Fedyszyn(1)
                                    
                                    Vice-President
      of Corporate Development and Secretary
                                    
                                    
                                    10
                                    %
                                    
                                    
                                    10,000
                                    
                                    
                                    
                                    10,000
                                    
                                    
                                    
                                    30,000John
      E. Thompson(2)
                                    
                                    Executive
      Vice-President and Chief Scientific Officer
                                    
                                    
                                    25
                                    %
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    150,000Richard
      Dondero(2)
                                    
                                    Vice-President
      of Research and Development
                                    
                                    
                                    30
                                    %
                                    
                                    
                                    60,000
                                    
                                    
                                    
                                    60,000
                                    
                                    
                                    
                                    180,000




(1) Represents
RSU’s.




(2)    
Represents ISO’s.




As of the date hereof, none of the
LTIP Event Milestones have been met.




It is
the Committee’s belief that RSU and ISO awards are essential to the retention of
the named executive officers, crucial to our long-term financial successes and
will help to advance the share ownership guidelines, which may be established by
the Committee for the executive officers. The RSU’s  and ISO’s have
award schedules which provide a meaningful incentive for the named executive
officer to remain in our service.  These equity awards also serve as
an important vehicle to achieve the Committee’s objective of aligning management
and stockholder interests.  Equity awards in the form of RSU’s and
ISO’s promote all of these objectives in a manner which is less dilutive to the
stockholders than traditional option grants and provide a more direct
correlation between our compensation cost that we must record for financial
accounting purposes and the value delivered to the named executive
officers.


-73-


Market Timing of Equity
Awards. The Compensation Committee does not engage in any market timing
of the equity awards made to the executive officers or other award recipients,
and accordingly, there is no established practice of timing our awards in
advance of the release of favorable financial results or adjusting the award
date in connection with the release of unfavorable financial developments
affecting our business.   In addition, we will attempt, when
possible, to make equity awards to our executive officers and directors promptly
after the release of our financial results.  For example, the current
awards shall vest two trading days after the filing of our quarterly report on
Form 10-Q for the quarter ended September 30, 2009.




Executive
Benefits and Perquisites




In General – The named
executive officers also are provided with certain market competitive
benefits.  They are currently not provided with any
perquisites.  It is the Committee’s belief that such benefits are
necessary for us to remain competitive and to attract and retain top caliber
executive officers, since such benefits are typically provided by companies in
the biotechnology industry and with other companies with which we compete for
executive talent.




Retirement Benefits – The
named executive officers may participate in the company-wide 401(k)
plan.  We do not make any contributions to the 401(k) plan and do not
have any additional retirement benefits.




Other Benefits and Perquisites
– All administrative employees, including the named executive officers, are
eligible to receive standard health, disability, and life
insurance.  We do not provide any additional benefits and
perquisites.




IRC
Section 162(m) compliance




As a
result of Section 162(m) of the Internal Revenue Code, publicly-traded
companies such as us are not allowed a federal income tax deduction for
compensation, paid to the Chief Executive Officer and the four other highest
paid executive officers, to the extent that such compensation exceeds
$1 million per officer in any one year and does not otherwise qualify as
performance-based compensation. Currently, our stock option compensation
packages are structured so that compensation deemed paid to an executive officer
in connection with the exercise of a stock option should qualify as
performance-based compensation that is not subject to the $1 million
limitation. However, other awards, like RSU’s and ISO’s, made under that Plan
may or may not so qualify. In establishing the cash and equity incentive
compensation programs for the executive officers, it is the Committee’s view
that the potential deductibility of the compensation payable under those
programs should be only one of a number of relevant factors taken into
consideration, and not the sole governing factor. For that reason the Committee
may deem it appropriate to continue to provide one or more executive officers
with the opportunity to earn incentive compensation, including cash bonus
programs tied to our financial performance and restricted stock units awards,
which may be in excess of the amount deductible by reason of Section 162(m)
or other provisions of the Internal Revenue Code. It is the Committee’s belief
that cash and equity incentive compensation must be maintained at the requisite
level to attract and retain the executive officers essential to our financial
success, even if part of that compensation may not be deductible by reason of
the Section 162(m) limitation.  For Fiscal 2008, none of our
executive officer’s compensation reached the $1 million
limitation.  The Committee will continue to evaluate such $1 million
limitation in Fiscal 2010.


-74-




Report
of the Compensation Committee




The
Compensation Committee has reviewed and discussed the Compensation, Discussion
and Analysis with management, and based on this review and these discussions,
the Compensation Committee recommended to the board that the Compensation,
Discussion and Analysis be included in the Company’s Annual Report on Form
10-K.




This
      report is submitted on behalf of theCompensation
      CommitteeDavid
      Rector, ChairmanJohn
      N. BracaHarlan
      W. Waksal,
M.D.


-75-




Summary
Compensation Table




The
following Table sets forth information concerning compensation for services
rendered in all capacities during the fiscal years ended June 30, 2009, June 30,
2008 and June 30, 2007 awarded to, earned by or paid to: (i) each person who
served as our Chief Executive Officer; (ii) our Chief Financial Officer; and
(iii) each of our three other executive officers whose total compensation for
Fiscal 2009 was in excess of $100,000 and who were serving as our executive
officers at the end of Fiscal 2009, collectively referred to herein as the Named
Executives.  No other executive officers who would have otherwise been
includable in such table on the basis of total compensation for Fiscal 2009 have
been excluded by reason of their termination of employment or change in
executive status during that year.




Name
                                                  and Principal
                                                  Position
                                                
                                                Year
                                                  (1)
                                                
                                                Salary
                                                  ($)(2)
                                                
                                                
                                                Bonus
                                                  ($)(3)
                                                
                                                
                                                Stock
                                                  Awards
                                                  ($) (5)
                                                
                                                
                                                Option
                                                  Awards
                                                  ($) (6)
                                                
                                                
                                                Non-
                                                  Equity
                                                  Incentive Plan
                                                  Compensation
                                                  ($)
                                                
                                                
                                                Change in
                                                  Pension Value
                                                  and
                                                  Nonqualified
                                                  Deferred
                                                  Compensation
                                                  Earnings ($)
                                                
                                                
                                                All
                                                  Other
                                                  Compensation
                                                  ($) (4)
                                                
                                                
                                                Total
                                                  ($)(a)
                                                
                                                (b)
                                                
                                                (c)
                                                
                                                
                                                (d)
                                                
                                                
                                                (e)
                                                
                                                
                                                (f)
                                                
                                                
                                                (g)
                                                
                                                
                                                (h)
                                                
                                                
                                                (i)
                                                
                                                
                                                (j)Bruce
      C. Galton
                                                
                                                2009
                                                
                                                $
                                                258,348
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                39,600
                                                
                                                
                                                $
                                                7,793
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                305,741(President
      and Chief
                                                
                                                2008
                                                
                                                $
                                                258,347
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                49,723
                                                
                                                
                                                $
                                                24,414
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                14,711
                                                
                                                
                                                $
                                                347,195Executive
      Officer)
                                                
                                                2007
                                                
                                                $
                                                244,722
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                34,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                278,722Joel
      P. Brooks
                                                
                                                2009
                                                
                                                $
                                                161,986
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                16,800
                                                
                                                
                                                $
                                                4,870
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                183,656(Chief
      Financial Officer
                                                
                                                2008
                                                
                                                $
                                                149,885
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                36,903
                                                
                                                
                                                $
                                                15,258
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                202,046and
      Treasurer)
                                                
                                                2007
                                                
                                                $
                                                143,450
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                21,250
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                164,700Richard
      Dondero
                                                
                                                2009
                                                
                                                $
                                                145,507
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                41,670
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                187,177(Vice-President
      of
                                                
                                                2008
                                                
                                                $
                                                130,008
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                69,920
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                199,928Research)
                                                
                                                2007
                                                
                                                $
                                                124,500
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                21,250
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                145,750Sascha  P.
      Fedyszyn
                                                
                                                2009
                                                
                                                $
                                                108,091
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                25,200
                                                
                                                
                                                $
                                                4,870
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                138,161(Vice-President
      of
                                                
                                                2008
                                                
                                                $
                                                103,634
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                24,948
                                                
                                                
                                                $
                                                14,247
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                3,731
                                                
                                                
                                                $
                                                146,560Corporate
      Development
                                                  and
      Secretary)
                                                
                                                2007
                                                
                                                $
                                                95,750
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                21,250
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                117,000John
      E. Thompson Ph.D.
                                                
                                                2009
                                                
                                                $
                                                65,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                26,950
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                91,950(Executive
      Vice-President
                                                
                                                2008
                                                
                                                $
                                                65,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                54,280
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                119,280and
      Chief Scientific
                                                  Officer)
                                                
                                                2007
                                                
                                                $
                                                63,700
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                21,250
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                84,950


___________




(1)
            Senesco’s
      fiscal year ends on June 30.




(2)
            Such
      amount represents actual salary paid, including such amounts deferred in
      connection with our 401K plan.




(3)
            There
      were no bonuses earned or paid during the fiscal years ended June 30,
      2009, June 30, 2008 and June 30,
2007.




(4)
            Such
      amount represents unused vacation time paid during the fiscal year ended
      June 30, 2008.




-76-


(5)
              The
      amounts shown for 2009 and 2008 are the compensation costs recognized in
      our financial statements forFiscal 2009 and
      Fiscal 2008 related to RSU’s awarded to each named executive officer in
      Fiscal 2009 and Fiscal 2008, to the extent we recognized compensation cost
      in 2009 and 2008 for such awards in accordance with the provisions of SFAS
      123R.  The fair values of the RSU’s awarded were calculated
      based on the fair market value of the underlying shares of common stock on
      the respective grant dates and were not adjusted to take into account any
      estimated forfeitures.  The following table shows the portion of
      the overall amount of the compensation cost in 2009 and 2008 attributable
      to each RSU.
  Name
                                
                                Grant Date
                                
                                # of Shares
                                  Subject to RSU
                                  Associated With
                                  Cost
                                
                                
                                Compensation Cost
                                  in Fiscal 2009
                                
                                
                                Compensation Cost
                                  in Fiscal 2008Bruce
      C. Galton
                                
                                11/19/2008
                                
                                
                                66,000
                                
                                
                                $
                                39,600
                                
                                
                                $
                                -12/13/2007
                                
                                
                                52,225
                                
                                
                                $
                                -
                                
                                
                                $
                                49,723Joel
      P. Brooks
                                
                                11/19/2008
                                
                                
                                28,000
                                
                                
                                $
                                16,800
                                
                                
                                $
                                -12/13/2007
                                
                                
                                37,275
                                
                                
                                $
                                -
                                
                                
                                $
                                36,903Sascha
      P. Fedyszyn
                                
                                11/19/2008
                                
                                
                                42,000
                                
                                
                                $
                                25,200
                                
                                
                                $
                                -12/13/2007
                                
                                
                                25,200
                                
                                
                                $
                                -
                                
                                
                                $
                                24,948
  (6)
                The
      amounts shown are the compensation costs recognized in our financial
      statements for Fiscal 2009 and Fiscal 2008 related to stock options
      granted to each named executive officer in Fiscal 2009 and Fiscal 2008 and
      prior years, to the extent we recognized compensation cost in Fiscal 2009
      and Fiscal 2008 for such awards in accordance with the provisions of SFAS
      123R.  For a discussion of valuation assumptions used in the
      SFAS 123R calculations, see Note 7 of Notes to Consolidated Financial
      Statements.  The grant date fair values used to calculate such
      compensation costs were not adjusted to take into account any estimated
      forfeitures.  The following table shows the portion of the
      overall amount of the compensation cost in Fiscal 2009 and Fiscal 2008
      attributable to each.
  Name
                                              
                                              Option
                                                Grant Date
                                              
                                              Exercise
                                                Price
                                              
                                              
                                              # of Shares
                                                Associated
                                                With Charge
                                              
                                              
                                              Compensation
                                                Cost in Fiscal
                                                2009
                                              
                                              
                                              Compensation
                                                Cost in Fiscal
                                                2008Bruce
      C. Galton
                                              
                                              12/13/2007
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -12/14/2006
                                              
                                              $
                                              1.08
                                              
                                              
                                              
                                              40,000
                                              
                                              
                                              $
                                              7,793
                                              
                                              
                                              $
                                              16,32012/14/2005
                                              
                                              $
                                              1.40
                                              
                                              
                                              
                                              40,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              $
                                              8,094Joel
      P. Brooks
                                              
                                              12/13/2007
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -12/14/2006
                                              
                                              $
                                              1.08
                                              
                                              
                                              
                                              25,000
                                              
                                              
                                              $
                                              4,870
                                              
                                              
                                              $
                                              10,19912/14/2005
                                              
                                              $
                                              1.40
                                              
                                              
                                              
                                              25,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              $
                                              5,059Richard
      Dondero
                                              
                                              11/19/2008
                                              
                                              $
                                              0.60
                                              
                                              
                                              
                                              80,000
                                              
                                              
                                              $
                                              36,800
                                              
                                              
                                              
                                              -12/13/2007
                                              
                                              $
                                              0.99
                                              
                                              
                                              
                                              71,924
                                              
                                              
                                              
                                              -
                                              
                                              
                                              $
                                              54,66212/14/2006
                                              
                                              $
                                              1.08
                                              
                                              
                                              
                                              25,000
                                              
                                              
                                              $
                                              4,870
                                              
                                              
                                              $
                                              10,19912/14/2005
                                              
                                              $
                                              1.40
                                              
                                              
                                              
                                              25,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              $
                                              5.059Sascha
      P. Fedyszyn
                                              
                                              12/13/2007
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -12/14/2006
                                              
                                              $
                                              1.08
                                              
                                              
                                              
                                              25,000
                                              
                                              
                                              $
                                              4,870
                                              
                                              
                                              $
                                              10,19912/14/2005
                                              
                                              $
                                              1.40
                                              
                                              
                                              
                                              20,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              $
                                              4,048John
      E. Thompson Ph.D.
                                              
                                              11/19/2008
                                              
                                              $
                                              0.60
                                              
                                              
                                              
                                              48,000
                                              
                                              
                                              $
                                              22,080
                                              
                                              
                                              
                                              -12/13/2007
                                              
                                              $
                                              0.99
                                              
                                              
                                              
                                              52,676
                                              
                                              
                                              
                                              -
                                              
                                              
                                              $
                                              40,03312/14/2006
                                              
                                              $
                                              1.08
                                              
                                              
                                              
                                              25,000
                                              
                                              
                                              $
                                              4,870
                                              
                                              
                                              $
                                              10,19912/14/2005
                                              
                                              $
                                              1.40
                                              
                                              
                                              
                                              20,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              $
                                              4,048
  -77-
  Executive
Compensation Agreements
  On
October 4, 2001, we hired Bruce C. Galton as our new President and Chief
Executive Officer. In conjunction with Mr. Galton’s appointment, we entered into
a three-year employment agreement with Mr. Galton, effective October 4,
2001.  The agreement automatically renewed for successive one-year
terms thereafter, unless written notice of termination was provided at least 120
days prior to the end of the applicable term.  Notice of termination
of the agreement was provided on May 18, 2009 and Mr. Galton’s employment
agreement expired on October 4, 2009.
  On
July 1, 2003, Joel P. Brooks entered into an employment agreement with Senesco
for a term of three (3) years. The agreement automatically renewed for
successive one-year terms thereafter, unless written notice of termination was
provided at least 120 days prior to the end of the applicable
term.  Notice of termination of the agreement was provided on May 18,
2009 and Mr. Brooks’ employment agreement will expire on June 30, 2010. The
agreement provides Mr. Brooks with an annual base salary of $122,000 plus
certain benefits, including potential bonuses, equity awards and other
perquisites as determined by the board.  Our board has since approved
several increases in Mr. Brooks’ base salary, which is currently
$160,000.  The agreement also provides that Mr. Brooks is entitled to
a lump sum payment of 1.0 times his annual base salary plus prior year bonus, if
his employment with us is terminated by us, prior to a change of control,
without cause or by him with good reason, as defined in his employment
agreement.  If there is a change in control within one year following
Mr. Brooks’ termination by us without cause, he is entitled to receive the
difference between the monies actually received upon termination and 1.0 times
his “base amount” as defined in the employment agreement.  If Mr.
Brooks’ employment with us is terminated on or following a change in control
during the term of the employment agreement, he is entitled to receive a lump
sum payment equal to 1.0 times his “base amount”.
  -78-
  On
July 19, 2004, we hired Richard Dondero as our new Vice President of Research
and Development.  In conjunction with Mr. Dondero’s appointment, we
entered into a three-year employment agreement with Mr. Dondero, effective July
19, 2004.  The agreement automatically renewed for successive one-year
terms thereafter, unless written notice of termination was provided at least 120
days prior to the end of the applicable term. Notice of termination of the
agreement was provided on May 18, 2009 and Mr. Dondero’s employment agreement
will expire on July 18, 2010.  The agreement provides Mr. Dondero with
an annual base salary of $110,000 plus certain benefits, including potential
bonuses, equity awards and other perquisites as determined by our
board.  Our board has since approved several increases in Mr.
Dondero’s base salary, which is currently $143,000.  The agreement
also provides that Mr. Dondero is entitled to a lump sum payment of 1.0 times
his annual base salary plus prior year bonus, if his employment with us is
terminated by us, prior to a change of control, without cause or by him with
good reason, as defined in his employment agreement.  If there is a
change in control within one year following Mr. Dondero’s termination by us
without cause, he is entitled to receive the difference between the monies
actually received upon termination and 1.0 times his “base amount” as defined in
the employment agreement.  If Mr. Dondero’s employment with us is
terminated on or following a change in control during the term of the employment
agreement, he is entitled to receive a lump sum payment equal to 1.0 times his
“base amount”.
  On
January 21, 1999, Sascha P. Fedyszyn entered into an employment agreement with
Senesco for a term of two (2) years.  The agreement automatically
renewed for successive one-year terms thereafter, unless written notice of
termination was provided at least 120 days prior to the end of the applicable
term. Notice of termination of the agreement was provided on May 18, 2009 and
Mr. Fedyszyn’s employment agreement will expire on January 20,
2010.  The agreement provides Mr. Fedyszyn with an annual base salary
of $36,000 plus certain benefits, including potential bonuses, equity awards and
other perquisites as determined by our board.  Our board has since
approved several increases in Mr. Fedyszyn’s base salary, which is currently
$107,500.  The agreement also provides that Mr. Fedyszyn is entitled
to a lump sum payment of 2.0 times his annual base salary plus prior year bonus,
if his employment with us is terminated by us, prior to a change of control,
without cause or by him with good reason, as defined in his employment
agreement.  If there is a change in control within one year following
Mr. Fedyszyn’s termination by us without cause, he is entitled to receive the
difference between the monies actually received upon termination and 2.99 times
his “base amount” as defined in the employment agreement.  If Mr.
Fedyszyn’s employment with us is terminated on or following a change in control
during the term of the employment agreement, he is entitled to receive a lump
sum payment equal to 2.99 times his “base amount”.
  -79-
  Grants
of Plan-Based Awards
  The
following Grants of Plan Based Awards table provides additional information
about stock and option awards and equity incentive plan awards granted to our
named executive officers during the fiscal years ended June 30, 2009, June 30,
2008 and June 30, 2007.
  Estimated Future Payouts
                                                    Under Non-Equity Incentive
                                                    Plan Awards
                                                  
                                                  
                                                  Estimated Future Payouts Under
                                                    Equity Incentive Plan Awards
                                                  
                                                  
                                                  All Other
                                                    Stock
                                                    Awards:
                                                    Number
                                                    of
                                                    Shares
                                                    of Stock
                                                  
                                                  
                                                  All Other
                                                    Option
                                                    Awards:
                                                    Number of
                                                    Securities
                                                    Under-
                                                    lying
                                                  
                                                  
                                                  Exercise
                                                    or Base
                                                    Price of
                                                    Option
                                                  
                                                  
                                                  Grant
                                                    Date Fair
                                                    Value of
                                                    EquityName
                                                  
                                                  Grant
                                                    Date
                                                  
                                                  Threshold
                                                    ($)
                                                  
                                                  
                                                  Target
                                                    ($)
                                                  
                                                  
                                                  Maximum
                                                    ($)
                                                  
                                                  
                                                  Threshold
                                                    (#)
      (1)
                                                  
                                                  
                                                  Target
                                                    (#)
                                                  
                                                  
                                                  Maximum
                                                    (#)
                                                  
                                                  
                                                  or
      Units
                                                    (#)
                                                  
                                                  
                                                  Options
                                                    (#)
                                                  
                                                  
                                                  Awards
                                                    ($/Sh)
                                                  
                                                  
                                                  Awards
                                                    ($)(a)
                                                  
                                                  (b)
                                                  
                                                  (c)
                                                  
                                                  
                                                  (d)
                                                  
                                                  
                                                  (e)
                                                  
                                                  
                                                  (f)
                                                  
                                                  
                                                  (g)
                                                  
                                                  
                                                  (h)
                                                  
                                                  
                                                  (i)
                                                  
                                                  
                                                  (j)
                                                  
                                                  
                                                  (k)Bruce
      C. Galton
                                                  
                                                  11/19/2008
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  66,000
                                                  (2)
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -12/13/2007
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  125,000
                                                  (2)Joel
      P. Brooks
                                                  
                                                  11/19/2008
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  28,000
                                                  (2)12/13/2007
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  50,000
                                                  (2)
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Richard
      Dondero
                                                  
                                                  11/19/2008
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  80,000
                                                  (3)
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -12/13/2007
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  300,000
                                                  (3)Sascha
      P. Fedyszyn
                                                  
                                                  11/19/2008
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  42,000
                                                  (2)
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -12/13/2007
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  50,000
                                                  (2)John
      E. Thompson Ph.D.
                                                  
                                                  11/19/2008
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  48,000
                                                  (3)
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -12/13/2007
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  250,000
                                                  (3)
 
  (1)
              The
      performance-based RSU’s and ISO’s were granted under the 1998 Stock Plan
      and vest upon the achievement of certain performance milestones during
      Fiscal 2008, Fiscal 2009 and Fiscal
2010.
  (2)
              Represents
      performance-based RSU’s.
  (3)
              Represents
      performance-based ISO’s.
  -80-
  Outstanding
Equity Awards at Fiscal Year-End
  The
following table summarizes the equity awards we have made to our named executive
officers which are outstanding as of June 30, 2009.
  Option Awards
                                                                                  
                                                                                  
                                                                                  Stock AwardsName
                                                                                  
                                                                                  Number of
                                                                                    Securities
                                                                                    Underlying
                                                                                    Unexercised
                                                                                    Options (#)
                                                                                    Exercisable
                                                                                  
                                                                                  
                                                                                  Number of
                                                                                    Securities
                                                                                    Underlying
                                                                                    Unexercised
                                                                                    Options (#)
                                                                                    Unexer-
                                                                                    cisable
                                                                                  
                                                                                  
                                                                                  Equity Incentive
                                                                                    Plan Awards:
                                                                                    Number of
                                                                                    Securities
                                                                                    Underlying
                                                                                    Unexercised
                                                                                    Unearned
                                                                                    Options (#)
                                                                                  
                                                                                  
                                                                                  Option
                                                                                    Exercise
                                                                                    Price ($)
                                                                                  
                                                                                  
                                                                                  Option
                                                                                    Expiration
                                                                                    Date
                                                                                  
                                                                                  
                                                                                  Number of
                                                                                    Shares or
                                                                                    Units of Stock
                                                                                    That Have Not
                                                                                    Vested (#)
                                                                                  
                                                                                  
                                                                                  Market
                                                                                    Value of
                                                                                    Shares or
                                                                                    Units of
                                                                                    Stock That
                                                                                    Have Not
                                                                                    Vested ($)
                                                                                  
                                                                                  
                                                                                  Equity
                                                                                    Incentive Plan
                                                                                    Awards:
                                                                                    Number of
                                                                                    Unearned
                                                                                    Shares, Units or
                                                                                    Other Rights
                                                                                    That Have Not
                                                                                    Vested (#)
                                                                                  
                                                                                  
                                                                                  Equity Incentive
                                                                                    Plan Awards:
                                                                                    Market or Payout
                                                                                    Value of
                                                                                    Unearned Shares,
                                                                                    Units of Other
                                                                                    Rights That Have
                                                                                    Not Vested ($)(a)
                                                                                  
                                                                                  (b)
                                                                                  
                                                                                  
                                                                                  (c)
                                                                                  
                                                                                  
                                                                                  (d)
                                                                                  
                                                                                  
                                                                                  (e)
                                                                                  
                                                                                  
                                                                                  (f)
                                                                                  
                                                                                  
                                                                                  (g)
                                                                                  
                                                                                  
                                                                                  (h)
                                                                                  
                                                                                  
                                                                                  (i)
                                                                                  
                                                                                  
                                                                                  (j) (6)Bruce
      C. Galton
                                                                                  
                                                                                  
                                                                                  130,000
                                                                                  (1)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2.10
                                                                                  
                                                                                  
                                                                                  10/05/2011
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -300,000
                                                                                  (2)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2.05
                                                                                  
                                                                                  
                                                                                  12/01/2011
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -50,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2.16
                                                                                  
                                                                                  
                                                                                  06/19/2013
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -30,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  3.15
                                                                                  
                                                                                  
                                                                                  12/16/2013
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -35,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  3.45
                                                                                  
                                                                                  
                                                                                  12/16/2014
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -40,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.40
                                                                                  
                                                                                  
                                                                                  12/14/2015
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -40,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.08
                                                                                  
                                                                                  
                                                                                  12/14/2016
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  --
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  191,000
                                                                                  (5)
                                                                                  
                                                                                  $
                                                                                  158,530Joel
      P. Brooks
                                                                                  
                                                                                  
                                                                                  25,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2.25
                                                                                  
                                                                                  
                                                                                  12/01/2010
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -15,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2.15
                                                                                  
                                                                                  
                                                                                  11/01/2011
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -12,500
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.65
                                                                                  
                                                                                  
                                                                                  10/09/2012
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -20,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2.16
                                                                                  
                                                                                  
                                                                                  06/19/2013
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -15,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  3.15
                                                                                  
                                                                                  
                                                                                  12/16/2013
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -20,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  3.45
                                                                                  
                                                                                  
                                                                                  12/16/2014
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -25,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.40
                                                                                  
                                                                                  
                                                                                  12/14/2015
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -25,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.08
                                                                                  
                                                                                  
                                                                                  12/14/2016
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  --
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  78,000
                                                                                  (5)
                                                                                  
                                                                                  $
                                                                                  64,740Richard
      Dondero
                                                                                  
                                                                                  
                                                                                  10,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  3.45
                                                                                  
                                                                                  
                                                                                  12/16/2014
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -25,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.40
                                                                                  
                                                                                  
                                                                                  12/14/2015
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -25,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.08
                                                                                  
                                                                                  
                                                                                  12/14/2016
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -71,924
                                                                                  (4)
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  $
                                                                                  0.99
                                                                                  
                                                                                  
                                                                                  12/13/2017
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  --
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  300,000
                                                                                  (4)
                                                                                  
                                                                                  $
                                                                                  0.99
                                                                                  
                                                                                  
                                                                                  12/13/2017
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -80,000
                                                                                  (4)
                                                                                  
                                                                                  $
                                                                                  0.60
                                                                                  
                                                                                  
                                                                                  11/19/2018
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Sascha
      P. Fedyszyn
                                                                                  
                                                                                  
                                                                                  30,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  3.50
                                                                                  
                                                                                  
                                                                                  09/07/2009
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -35,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2.25
                                                                                  
                                                                                  
                                                                                  12/01/2010
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -10,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2.15
                                                                                  
                                                                                  
                                                                                  11/01/2011
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -10,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.65
                                                                                  
                                                                                  
                                                                                  10/09/2012
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -20,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2.16
                                                                                  
                                                                                  
                                                                                  06/19/2013
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -15,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  3.15
                                                                                  
                                                                                  
                                                                                  12/16/2013
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -20,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  3.45
                                                                                  
                                                                                  
                                                                                  12/16/2014
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -20,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.40
                                                                                  
                                                                                  
                                                                                  12/14/2015
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -25,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.08
                                                                                  
                                                                                  
                                                                                  12/14/2016
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  --
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  92,000
                                                                                  (5)
                                                                                  
                                                                                  $
                                                                                  76,360John
      E. Thompson Ph.D.
                                                                                  
                                                                                  
                                                                                  80,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2.05
                                                                                  
                                                                                  
                                                                                  12/01/2011
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -20,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2.35
                                                                                  
                                                                                  
                                                                                  01/07/2013
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -20,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  3.15
                                                                                  
                                                                                  
                                                                                  12/16/2013
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -55,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  3.45
                                                                                  
                                                                                  
                                                                                  12/16/2014
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -20,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.40
                                                                                  
                                                                                  
                                                                                  12/14/2015
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -25,000
                                                                                  (3)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1.08
                                                                                  
                                                                                  
                                                                                  12/14/2016
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -52,676
                                                                                  (4)
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  0.99
                                                                                  
                                                                                  
                                                                                  12/13/2017
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  --
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  250,000
                                                                                  (4)
                                                                                  
                                                                                  $
                                                                                  0.99
                                                                                  
                                                                                  
                                                                                  12/13/2017
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  --
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  80,000
                                                                                  (4)
                                                                                  
                                                                                  $
                                                                                  0.60
                                                                                  
                                                                                  
                                                                                  11/19/2018
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
  (1)
              100,000
      of such options vested on the date of grant and an additional 10,000
      options vested on each of the one month, two month and three month
      anniversary of the date of
grant.
  -81-
  (2)
              100,000
      of such options vested on each of the first, second and third anniversary
      of the date of grant.
 (3)
              One-third
      of such options vested on the date of grant and an additional one-third of
      such options vested or will vest on each of the first and second
      anniversary of the date of
grant.
 (4)
              Such
      amounts consist of performance based options which have vested upon the
      achievement of certain milestones or will vest if certain milestones are
      met under the Company’s Short-Term and Long-Term incentive
      plan.
 (5)
              Such
      amounts consist of performance based RSU’s which will vest if certain
      milestones are met under the Company’s Short-Term and Long-Term incentive
      plan.
 (6)
              The
      amounts in this column are calculated by multiplying the number in column
      (i) by the closing price on June 30, 2009 of
  $0.83.
  Options Exercised and Stock
Vested
  The
table below shows option exercise and stock award vesting activity for our named
executive officers during the year ended June 30, 2009.
  Option Awards
                              
                              
                              
                              
                              
                              Stock AwardsNumber of Shares
                              
                              
                              
                              
                              
                              Number of SharesAcquired on
                              
                              
                              Value Realized on
                              
                              
                              Acquired on
                              
                              
                              Value Realized onExercise
                              
                              
                              Exercise
                              
                              
                              Vesting
                              
                              
                              VestingName
                              
                              (#)
                              
                              
                              ($)
                              
                              
                              (#)
                              
                              
                              ($)(1)(a)
                              
                              (b)
                              
                              
                              (c)
                              
                              
                              (d)
                              
                              
                              (e)Bruce
      C. Galton
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              50,225
                              
                              
                              $
                              30,135Joel
      P. Brooks
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              37,275
                              
                              
                              $
                              22,335Sascha
      Fedyzyn
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              25,200
                              
                              
                              $
                              15,120Richard
      Dondero
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              $
                              —John
      E. Thompson, Ph.D.
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              $
                              —
  (1)
              Such
      amounts in this column were calculated by multiplying the number in column
      (d) by the closing price on the date of
  vesting.
  -82-
  Employment
Contracts, Termination of Employment, and Change-in-Control
Arrangements
  Executive
Severance.  Certain of our named executive officer’s have
employment agreements which contain severance provisions.  The
following table shows the potential incremental payments to our named executive
officers in the event of their termination or termination in connection with a
change of control of our company as of June 30, 2009.
  Bruce C. Galton (6)
                
                
                Joel P. Brooks (7)
                
                
                Richard Dondero (8)
                
                
                Sasha Fedyszyn (9)Without
                  Cause
                
                
                Change in
                  Control
                
                
                Without
                  Cause
                
                
                Change in
                  Control
                
                
                Without
                  Cause
                
                
                Change in
                  Control
                
                
                Without
                  Cause
                
                
                Change in
                  ControlBenefit
                
                $ (2)
                
                
                $ (3)
                
                
                $ (2)
                
                
                $ (3)
                
                
                $ (2)
                
                
                $ (3)
                
                
                $ (2)
                
                
                $ (3)Cash
      Severance(4)
                
                $
                382,500
                
                
                $
                377,690
                
                
                $
                160,000
                
                
                $
                145,142
                
                
                $
                143,000
                
                
                $
                125,457
                
                
                $
                215,000
                
                
                $
                292,349#
      of Months
                
                
                18
                
                
                
                18
                
                
                
                12
                
                
                
                12
                
                
                
                12
                
                
                
                12
                
                
                
                24
                
                
                
                36EquityUnvested
      Restricted Stock
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Unvested
      RSU’s
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Unvested
      Options
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Common Stock(5)
                
                $
                382,500
                
                
                $
                377,690
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Other
      BenefitsHealth,
      Disability and Life Insurance
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Total
                
                $
                765,000
                
                
                $
                755,380
                
                
                $
                160,000
                
                
                $
                145,142
                
                
                $
                143,000
                
                
                $
                125,457
                
                
                $
                215,000
                
                
                $
                292,349
 
  (1)
              John
      E. Thompson, Ph.D. is not included on this table as he does not have an
      employment contract or any termination or change in control
      arrangements.
  (2)
              Such
      amounts are calculated using the named executive’s base salary in effect
      as of September 15, 2009 multiplied by the number of months of severance
      the named executive is entitled
to.
  (3)
              Such
      amounts are calculated using the named executive’s average compensation
      paid during the past five years multiplied by the number of months of
      severance the named executive is entitled
  to.
  (4)
              Such
      amounts are payable as a lump
sum.
  (5)
              Mr.
      Galton is entitled to receive an amount equal to one and one-half times
      his base salary, payable in the form of common stock in three annual
      installments, commencing on the date of termination, to be calculated
      based upon the market price of the common stock at each installment
      date.
  (6)
              Mr.
      Galton’s employment agreement terminated on October 4,
      2009.
  (7)
              Mr.
      Brooks’ employment agreement will terminate on June 30,
      2010.
  (8)
              Mr.
      Dondero’s employment agreement will terminate on July 19,
      2010.
  (9)
              Mr.
      Fedyszyn’s employment agreement will terminate on January 21,
      2010.
  -83-
  Equity
Compensation Plans
  The
following table reflects information relating to equity compensation plans as of
June 30, 2009.
  Number of securities
                      
                      
                      Weighted-averageto be issued upon
                      
                      
                      exercise price of
                      
                      
                      Number of securitiesexercise of
                      
                      
                      outstanding
                      
                      
                      remainingoutstanding
                      
                      
                      options,
                      
                      
                      available for future issuanceoptions, warrants
                      
                      
                      warrants and
                      
                      
                      under equity compensationand rights
                      
                      
                      rights
                      
                      
                      plansStock
      Option plans approved by security holders
                      
                      
                      4,550,412
                      (1)
                      
                      $
                      1.70
                      
                      
                      
                      5,887,472
                      (2)Equity
      compensation plans not approved by security holders
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Total
                      
                      
                      4,550,412
                      (1)
                      
                      $
                      1.70
                      
                      
                      
                      5,887,472
                      (2)
  
  (1)      Issued
pursuant to our 1998 Stock Plan and 2008 Stock Plan.
  (2)      Available
for future issuance pursuant to our 2008 Stock Plan.
  Compensation
of Directors
  Equity
Grants in Fiscal 2009:
  We do
not automatically grant options or other equity to our board.  Our
Compensation Committee reviews the equity program each year with its
compensation consultant and determines the appropriate level of the equity
awards as disclosed above.  We provide reimbursement to directors for
reasonable and necessary expenses incurred in connection with attendance at
meetings of the board of directors and other Senesco
business.
  -84-
 
 In
accordance with a resolution unanimously approved by our board on November 19,
2008, we granted to our non-employee board members, options to purchase shares
of our common stock, pursuant to and in accordance with our 1998 Stock Plan, as
consideration for their service on our board through June 30, 2008, or Fiscal
2008 as follows:
 Director
                    
                    Number of Shares
                      Underlying
                      Options Granted
                    
                    Grant Date
                    
                    Exercise Price
                      Per ShareRudolf
      Stalder
                    
                    
                    80,000
                    
                    November
      19, 2008
                    
                    $
                    0.60Christopher
      Forbes
                    
                    
                    50,000
                    
                    November
      19, 2008
                    
                    $
                    0.66Thomas
      C. Quick
                    
                    
                    40,000
                    
                    November
      19, 2008
                    
                    $
                    0.60John
      N. Braca
                    
                    
                    70,000
                    
                    November
      19, 2008
                    
                    $
                    0.60David
      Rector
                    
                    
                    70,000
                    
                    November
      19, 2008
                    
                    $
                    0.60Jack
      Van Hulst
                    
                    
                    40,000
                    
                    November
      19, 2008
                    
                    $
                    0.60
  Except
for options granted to Christopher Forbes, the options granted to the board have
(i) an exercise price equal tothe fair market value of
our common stock on the date of grant, (ii) have a term of ten (10) years, and
(iii) are exercisable as follows: (y) one-half (1/2) of the options were
exercisable as of the date of grant; and (z) one-half (1/2) of the options shall
become exercisable on the first anniversary of the date of grant.  The
options granted to Christopher Forbes have an exercise price equal to 110% of
the fair market value of our common stock on the date of grant and have a term
of five (5) years.
  Commencing
in Fiscal 2009, after review and consultation with the Compensation Committee’s
compensation consultant, we implemented a new compensation plan for our
directors pursuant to which we pay to each director cash compensation as
consideration for their service on our board as follows:
 
 Annual
      (Base) Retainer
                    
                    $
                    10,000Per
      Scheduled Board Meeting Fee
                    
                    $
                    1,500
                    (1)Per
      Committee Meeting Fee
                    
                    $
                    750
                    (2)Additional
      Annual Retainer:Chairman
      of the Board
                    
                    $
                    5,000Audit
      Committee Chair
                    
                    $
                    3,500Compensation
      Committee Chair
                    
                    $
                    3,500Nominating
      and Corporate GovernanceCommittee
      Chair
                    
                    $
                    1,500Non-Chair
      Committee Member AdditionalRetainer
      (All Committees)
                    
                    $
                    1,000Maximum
      Per Diem For All Meetings
                    
                    $
                    2,000
 
 (1)
              $750
      for telephonic meetings (less than 30 minutes:
  $375).
 (2)
              $375
      for telephonic meetings.
  -85-
 
 Such
cash compensation is paid in quarterly increments.  A director may
elect, provided such election is made prior to the time the cash award is made,
to receive, in lieu of such cash payments, either (i) restricted stock units, or
RSU’s, in an amount equal to such cash award or (ii) twice the number of options
in an amount equal to such cash award.  Such election to receive (y)
cash or (z) equity in the form of RSU’s or options applies for the entire
year.  The directors have all elected to receive options in lieu of
cash for fiscal 2009 and fiscal 2010, except for Messers. Braca and Rector, who
have elected to receive their retainer fees in cash and their meeting fees in
options, and Mr. Isabelle, who has elected to receive his fees in
cash.  The RSU’s or options are granted effective two days following
the filing of our quarterly reports on Form 10-Q.  The exercise price
will be the closing price on the day before the grant date.
  Director
Compensation
  The
table below shows the compensation paid or awarded to our independent directors
during the fiscal year ended June 30, 2009.
 Name
                  
                  Fees
                    Earned
                    or Paid
                    in Cash
                    ($)
                  
                  
                  Stock
                    Awards
                    ($)
                  
                  
                  Option
                    Awards (1) ($)
                  
                  
                  Non-Equity
                    Incentive Plan
                    Compensation
                    ($)
                  
                  
                  Change in Pension
                    Value and
                    Nonqualified
                    Deferred
                    Compensation
                    Earnings
                  
                  
                  All Other
                    Compensation
                    ($)
                  
                  
                  Total ($)(a)
                  
                  (b)
                  
                  
                  (c)
                  
                  
                  (d)
                  
                  
                  (e)
                  
                  
                  (f)
                  
                  
                  (g)
                  
                  
                  (h)Rudolf
      Stalder
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  80,181
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  80,181Christopher
      Forbes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  50,654
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  50,654Thomas
      C. Quick
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  40,494
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  40,494John
      N. Braca
                  
                  $
                  10,875
                  
                  
                  
                  -
                  
                  
                  $
                  62,351
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  73,226David
      Rector
                  
                  $
                  10,875
                  
                  
                  
                  -
                  
                  
                  $
                  62,351
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  73,226Jack
      Van Hulst
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  50,706
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  50,706Harlan W. Waksal,
      M.D. (2)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  11,519
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  11,519Warren J. Isabelle
      (3)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
 (1)
                The
      amounts shown are the compensation costs recognized in our financial
      statements for Fiscal 2009 related to grants of stock options to each
      non-employee director in Fiscal 2009 and prior years, to the extent we
      recognized compensation cost in 2009 for such awards in accordance with
      the provisions of SFAS 123R.  For a discussion of the valuation
      assumptions used in the SFAS 123R calculations, see Note 7 of Notes to
      Consolidated Financial Statements for the year ended June 30,
      2009.  The grant date fair values of the options used to
      calculate such compensation costs were not adjusted to take into account
      any estimated forfeitures.  The following table shows the
      portion of the overall amount of the compensation cost in Fiscal 2009
      attributable to each
award.
  (2)
              Dr.
      Waksal became a member of our board in October
  2008.
  (3)
              Mr.
      Isabelle became a member of our board in June
  2009.
  -86-
  Director
                                                              
                                                              Option Grant
                                                                Date
                                                              
                                                              Exercise Price
                                                              
                                                              
                                                              # of Shares
                                                                Associated With
                                                                Charge
                                                              
                                                              
                                                              Compensation Cost
                                                                in Fiscal 2009Rudolf
      Stalder
                                                              
                                                              5/06/2009
                                                              
                                                              $
                                                              0.59
                                                              
                                                              
                                                              
                                                              23,729
                                                              
                                                              
                                                              $
                                                              10,9152/20/2009
                                                              
                                                              $
                                                              0.47
                                                              
                                                              
                                                              
                                                              28,191
                                                              
                                                              
                                                              $
                                                              10,14911/19/2008
                                                              
                                                              $
                                                              0.60
                                                              
                                                              
                                                              
                                                              98,334
                                                              
                                                              
                                                              $
                                                              31,25012/13/2007
                                                              
                                                              $
                                                              0.99
                                                              
                                                              
                                                              
                                                              80,000
                                                              
                                                              
                                                              $
                                                              27,867Christopher
      Forbes
                                                              
                                                              5/06/2009
                                                              
                                                              $
                                                              0.65
                                                              
                                                              
                                                              
                                                              18,077
                                                              
                                                              
                                                              $
                                                              6,5082/20/2009
                                                              
                                                              $
                                                              0.52
                                                              
                                                              
                                                              
                                                              23,404
                                                              
                                                              
                                                              $
                                                              7,02111/19/2008
                                                              
                                                              $
                                                              0.66
                                                              
                                                              
                                                              
                                                              64,584
                                                              
                                                              
                                                              $
                                                              20,16712/13/2007
                                                              
                                                              $
                                                              1.09
                                                              
                                                              
                                                              
                                                              50,000
                                                              
                                                              
                                                              $
                                                              16,958Thomas
      C. Quick
                                                              
                                                              5/06/2009
                                                              
                                                              $
                                                              0.59
                                                              
                                                              
                                                              
                                                              16,949
                                                              
                                                              
                                                              $
                                                              7,7972/20/2009
                                                              
                                                              $
                                                              0.47
                                                              
                                                              
                                                              
                                                              22,340
                                                              
                                                              
                                                              $
                                                              8,04211/19/2008
                                                              
                                                              $
                                                              0.60
                                                              
                                                              
                                                              
                                                              53,750
                                                              
                                                              
                                                              $
                                                              17,68812/13/2007
                                                              
                                                              $
                                                              0.99
                                                              
                                                              
                                                              
                                                              20,000
                                                              
                                                              
                                                              $
                                                              6,967John
      N. Braca
                                                              
                                                              5/06/2009
                                                              
                                                              $
                                                              0.59
                                                              
                                                              
                                                              
                                                              11,441
                                                              
                                                              
                                                              $
                                                              5,2632/20/2009
                                                              
                                                              $
                                                              0.47
                                                              
                                                              
                                                              
                                                              12,766
                                                              
                                                              
                                                              $
                                                              4,59611/19/2008
                                                              
                                                              $
                                                              0.60
                                                              
                                                              
                                                              
                                                              80,000
                                                              
                                                              
                                                              $
                                                              24,62512/13/2007
                                                              
                                                              $
                                                              0.99
                                                              
                                                              
                                                              
                                                              80,000
                                                              
                                                              
                                                              $
                                                              27,867David
      Rector
                                                              
                                                              5/06/2009
                                                              
                                                              $
                                                              0.59
                                                              
                                                              
                                                              
                                                              11,441
                                                              
                                                              
                                                              $
                                                              5,2632/20/2009
                                                              
                                                              $
                                                              0.47
                                                              
                                                              
                                                              
                                                              12,766
                                                              
                                                              
                                                              $
                                                              4,59611/19/2008
                                                              
                                                              $
                                                              0.60
                                                              
                                                              
                                                              
                                                              80,000
                                                              
                                                              
                                                              $
                                                              24,62512/13/2007
                                                              
                                                              $
                                                              0.99
                                                              
                                                              
                                                              
                                                              80,000
                                                              
                                                              
                                                              $
                                                              27,867Jack
      Van Hulst
                                                              
                                                              5/06/2009
                                                              
                                                              $
                                                              0.59
                                                              
                                                              
                                                              
                                                              20,763
                                                              
                                                              
                                                              $
                                                              9,5512/20/2009
                                                              
                                                              $
                                                              0.47
                                                              
                                                              
                                                              
                                                              21,277
                                                              
                                                              
                                                              $
                                                              7,66011/19/2008
                                                              
                                                              $
                                                              0.60
                                                              
                                                              
                                                              
                                                              57,916
                                                              
                                                              
                                                              $
                                                              19,56212/13/2007
                                                              
                                                              $
                                                              0.99
                                                              
                                                              
                                                              
                                                              40,000
                                                              
                                                              
                                                              $
                                                              13,933Harlan
      W. Waksal, M.D.
                                                              
                                                              5/06/2009
                                                              
                                                              $
                                                              0.59
                                                              
                                                              
                                                              
                                                              19,492
                                                              
                                                              
                                                              $
                                                              8,9662/20/2009
                                                              
                                                              $
                                                              0.47
                                                              
                                                              
                                                              
                                                              7,092
                                                              
                                                              
                                                              $
                                                              2,553Warren
      J. Isabelle
                                                              
                                                              -
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
 
 As
described above, on November 19, 2008, February 20, 2009, and May 6, 2009, each
of our non-employee directors received options to purchase shares of our common
stock pursuant to the provisions of the 1998 and 2008 Stock
Plans.  The options have an exercise price of $0.60 per share, $0.47
per share and $0.59 per share, respectively, the fair market value of the common
stock on the grant dates (except for the grant to Christopher Forbes, which have
an exercise price of $0.66 per share, $0.52 per share and $0.65 per share,
respectively, 110% of the fair market value of the common stock on the grant
date).  The grant date fair value of each such option under SFAS 123R
was $0.46 per option share, $0.42 per option share and $0.46 per option share,
respectively, (except for Christopher Forbes, which has a grant date fair value
of each such option under SFAS 123R of $0.44 per option share, $0.35 per option
share and $0.36 per option share, respectively), for a total grant date fair
value of $296,797, based on the Black-Scholes option pricing model, with no
adjustment for estimated forfeitures.
  -87-
 
 The
following table shows the total number of shares of our common stock subject to
option awards (vested and unvested) for each non-employee director as of June
30, 2009:
 Director
                      
                      Total # of Options
                        OutstandingRudolf
      Stalder
                      
                      
                      750,254Christopher
      Forbes
                      
                      
                      356,065Thomas
      C. Quick
                      
                      
                      293,039John
      N. Braca
                      
                      
                      274,207David
      Rector
                      
                      
                      304,207Jack
      Van Hulst
                      
                      
                      149,956Harlan
      W. Waksal, M.D.
                      
                      
                      26,584Warren
      J. Isabelle
                      
                      
                      -
 
 Dr.
Thompson has received compensation for providing research and development
management services to us.  See “Certain Relationships and Related
Transactions” which sets forth the details of the compensation for Dr.
Thompson.
 
 In October, 2009, the Committee
granted the following options to the directors for their service during Fiscal
2009.  Such grants shall be effective two trading days after we file
our quarterly report on Form 10-Q for the quarter ended September 30,
2009:
 
 Director
                    
                    Total # of Options
                      GrantedRudolf
      Stalder
                    
                    
                    70,000Christopher
      Forbes
                    
                    
                    40,000Thomas
      C. Quick
                    
                    
                    25,000John
      N. Braca
                    
                    
                    50,000David
      Rector
                    
                    
                    50,000Jack
      Van Hulst
                    
                    
                    30,000Harlan
      W. Waksal, M.D.
                    
                    
                    70,000Warren
      J. Isabelle
                    
                    
                    25,000
  Such grants will vest one-half (1/2)
upon the date of grant and the remaining one-half (1/2) will vest one year from
the date of grant.  The exercise price will be the closing price on
the day before the grant date.
  -88-
 
 Compensation
Committee Interlocks and Insider Participation
  No
member of the Compensation Committee is or has been an officer or employee of
our company or any of our subsidiaries. In addition, no member of the
Compensation Committee had any relationships with us or any other entity that
requires disclosure under the regulations promulgated by the SEC, and none of
our executive officers served on the Compensation Committee or board of any
company that employed any member of our board.
  Item
12.             
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
  The
following table sets forth, as of October 20, 2009, the beneficial ownership of
the common stock of by (i) each person known by us to be the beneficial owner of
more than 5% of the total number of shares of our common stock outstanding as of
such date; (ii) each of our directors and our named executive officers; and
(iii) all of our directors and our current executive officers as a
group.
  Name and Address of Beneficial Owner(1)
                                
                                Amount and Nature of
                                  Beneficial Ownership(2)
                                
                                
                                Percent
                                  of Class(3)(i)           Certain
      Beneficial Owners:Stanford
      Venture Capital Holdings, Inc.C/O
      Baker Botts L.L.P.2001
      Ross AvenueDallas,
      TX 75201
                                
                                
                                13,624,250
                                (4)
                                
                                
                                38.9
                                %Partlet
      Holdings LimitedInternational
      House, 1st Floor41,
      The ParadeSt.
      Helier, JERSEY, Channel Islands
                                
                                
                                2,111,110
                                (5)
                                
                                
                                8.5
                                %(ii)           Directors,
      Named Executives and Chief Executive Officer:Harlan
      W. Waksal, M.D.
                                
                                
                                55,084
                                (6)
                                
                                
                                *Rudolf
      Stalder.
                                
                                
                                1,017,254
                                (7)
                                
                                
                                4.0
                                %Bruce
      C. Galton.
                                
                                
                                756,563
                                (8)
                                
                                
                                3.0
                                %John
      E. Thompson, Ph.D..
                                
                                
                                844,676
                                (9)
                                
                                
                                3.4
                                %Christopher
      Forbes
                                
                                
                                3,037,365
                                (10)
                                
                                
                                11.8
                                %Thomas
      C. Quick
                                
                                
                                804,902
                                (11)
                                
                                
                                3.2
                                %David
      Rector
                                
                                
                                336,540
                                (12)
                                
                                
                                1.3
                                %Jack
      Van Hulst
                                
                                
                                152,067
                                (13)
                                
                                
                                *John
      N. Braca
                                
                                
                                317,629
                                (14)
                                
                                
                                1.3
                                %Warren
      Isabelle
                                
                                
                                4,222
                                (15)
                                
                                
                                *Sascha
      P. Fedyszyn
                                
                                
                                218,560
                                (16)
                                
                                
                                *Joel
      P. Brooks
                                
                                
                                181,775
                                (17)
                                
                                
                                *Richard
      Dondero
                                
                                
                                131,924
                                (18)
                                
                                
                                *(iii)           All
      Directors and current executive officers as a group (13
      persons)
                                
                                
                                7,858,561
                                (19)
                                
                                
                                27.1
                                %
 
  -89-
  *
              Less
      than 1%
  (1)
              Unless
      otherwise provided, all addresses should be care of Senesco Technologies,
      Inc., 303 George Street, Suite 420, New Brunswick, New Jersey
      08901.
  (2)
              Except
      as otherwise indicated, all shares of common stock are beneficially owned
      and sole investment and voting power is held by the persons
      named.
  (3)
              Applicable
      percentage of ownership is based on 24,830,638 shares of our common stock
      outstanding as of October 20, 2009, plus any common stock equivalents and
      options or warrants held by such holder which are presently or will become
      exercisable within sixty (60) days after October 20,
    2009.
  (4)
              Includes
      6,024,096 shares of common stock issuable upon conversion of secured
      convertible debentures and 4,916,668 shares of common stock issuable
      pursuant to presently exercisable warrants issued to Stanford Venture
      Capital Holdings, Inc. and 1,714,287 shares of common stock transferred
      from Stanford Venture Capital Holdings, Inc. to Stanford International
      Bank Limited.
  (5)
              Excludes
      2,055,556 shares underlying warrants which become exercisable more than
      sixty (60) days after October 20,
2009.
  (6)
              Includes
      40,084 shares of common stock issuable pursuant to presently exercisable
      options and warrants.  Excludes 13,688 shares underlying
      warrants which become exercisable more than sixty (60) days after October
      20, 2009
  (7)
              Includes
      770,483 shares of common stock issuable pursuant to presently exercisable
      warrants and options.  Excludes 13,668 shares underlying
      warrants which become exercisable more than sixty (60) days after October
      20, 2009.
  (8)
              Includes
      658,113 shares of common stock issuable pursuant to presently exercisable
      options and warrants.  Excludes 191,000 shares of common stock
      underlying RSU’s which become vested upon the achievement of certain
      performance milestones.
  (9)
              Represents
      572,000 shares of common stock held by 2091794 Ontario Ltd. and 272,676
      shares of common stock issuable pursuant to presently exercisable options
      issued to John E. Thompson, Ph.D.  Excludes 298,000 shares of
      common stock underlying options which become exercisable upon the
      achievement of certain performance
  milestones.
  (10)
              Includes
      845,566 shares of common stock issuable pursuant to presently exercisable
      warrants and options.  Excludes 89,222 shares underlying
      warrants which become exercisable more than sixty (60) days after October
      20, 2009.
  (11)
              Represents
      272,679 shares of common stock and 139,450 shares of common stock issuable
      pursuant to warrants issued to Thomas C. Quick Charitable
      Foundation.  Represents 139,734 shares of common stock and
      253,039 shares of common stock issuable pursuant to presently exercisable
      options or issued to Thomas C. Quick.  Excludes 7,097 shares
      underlying warrants which become exercisable more than sixty (60) days
      after October 20, 2009.
  (12)
              Includes
      309,207 shares of common stock issuable pursuant to presently exercisable
      warrants and options. Excludes 3,042shares underlying warrants which
      become exercisable more than sixty (60) days after October 20,
      2009.
  (13)
              Includes
      150,956 shares of common stock issuable pursuant to presently exercisable
      warrants and options.  Excludes 1,014 shares underlying warrants
      which become exercisable more than sixty (60) days after October 20,
      2009.
  (14)
              Includes
      281,207 shares of common stock issuable pursuant to presently exercisable
      warrants and options  Excludes 2,028 shares underlying warrants
      which become exercisable more than sixty (60) days after October 20.
      2009.
  -90-
  (15)
              Includes
      2,000 shares of common stock issuable pursuant to presently exercisable
      warrants.  Excludes 2,028 shares of common stock underlying
      warrants which become exercisable more than sixty (60) days after October
      20, 2009.
  (16)
              Includes
      155,000 shares of common stock issuable pursuant to presently exercisable
      options.  Excludes 92,000 shares of common stock underlying
      RSU’s which become vested upon the achievement of certain performance
      milestones.
  (17)
              Includes
      157,500 shares of common stock issuable pursuant to presently exercisable
      options.  Excludes 78,000 shares of common stock underlying
      RSU’s which become vested upon the achievement of certain performance
      milestones.
  (18)
              Represents
      131,924 shares of common stock issuable pursuant to presently exercisable
      options.  Excludes 380,000 shares of common stock underlying
      options which become exercisable upon the achievement of certain
      performance milestones.
  (19)
              See
      Notes 6 through 18.
  The
following table provides information about the securities authorized for
issuance under our equity compensation plans as of June 30,
2009.
  EQUITY
COMPENSATION PLAN INFORMATION
  Number of securities
                          to be issued upon
                          exercise of
                          outstanding
                          options, warrants
                          and rights andrestricted
                          stock units
                        
                        
                        Weighted-average
                          exercise price of
                          outstanding options,
                          warrants and rights
                          and restricted stockunits
                        
                        
                        Number of
                          securities
                          remaining
                          available for future
                          issuance
                          under equity
                          compensationplansEquity compensation
      plans approved by security holders
                        
                        
                        4,550,412
                        (1)
                        
                        $
                        1.70
                        
                        
                        
                        5,887,472
                        (2)Equity
      compensation plans not approved by security holders
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —Total
                        
                        
                        4,550,412
                        (1)
                        
                        $
                        1.70
                        
                        
                        
                        5,887,472
                        (2)
 
  (1)      Issued
pursuant to our 1998 Stock Plan and 2008 Stock Plan.
  (2)      Available
for future issuance pursuant to our 2008 Stock Plan.
  -91-




Item
13. Certain Relationships
and Related Transactions, and Director Independence.


Contractual
Relationships




Service
Agreements




Christopher
Forbes, our director, is also Vice Chairman of Forbes, Inc., which publishes
Forbes Magazine.  Forbes, Inc. has provided and will continue to
provide us with introductions to strategic alliance partners and, from time to
time, use of its office space.  In recognition of these services,
during the last two fiscal years, we granted to Forbes, Inc., warrants to
purchase shares of our common stock as follows:




Date of Grant
              
              # of Warrant
                  Shares
              
              
              Exercise Price
              
              
              Value of Services
                  on Date of Grant
              
              
              # of Warrant
                  Shares VestedNovember
      19, 2008
              
              
              500
              
              
              $
              0.60
              
              
              $
              230
              
              
              
              167December
      13, 2007
              
              
              1,000
              
              
              $
              0.99
              
              
              $
              740
              
              
              
              666




The
exercise price of the warrants granted to Forbes, Inc. represented the fair
market value of our common stock on the dates of grant.




Verge
180, Inc., a marketing communications firm, is 50% owned by Alan Brooks, a
brother of Joel Brooks, our Chief Financial Officer and
Treasurer.  Verge 180, Inc. has provided and will continue to provide
various services to us.  We paid Verge 180, Inc. $43,910 and $58,273
in Fiscal 2009 and Fiscal 2008, respectively, for services in connection with
the design and printing of our annual report and proxy for Fiscal 2008 and
Fiscal 2007, respectively.  Neither we nor Joel Brooks receives any
remuneration from these services, and we believe that such services were
provided on terms at least as favorable as we would have received from a third
party.




Research and Development
Agreements




Effective
September 1, 1998, we entered into a three-year research and development
agreement, which has been extended for successive periods through August 31,
2010, with John E. Thompson, Ph.D. and the University of Waterloo in Waterloo,
Ontario, Canada, referred to as the University.  Dr. Thompson is our
director and officer and beneficially owns approximately 3.4% of our common
stock.  Dr. Thompson is the Associate Vice President, Research and
former Dean of Science of the University.  Dr. Thompson and the
University will provide research and development under our
direction.  Research and development expenses under this agreement for
the years ended June 30, 2009 and 2008 aggregated US $653,104 and US $730,960,
respectively.  Effective September 1, 2009, we, Dr. Thompson and the
University extended the agreement for an additional one-year period through
August 31, 2010 in the amount of CAN $656,820.  As of October 1, 2009,
such amount represented approximately US $640,000.




Consulting
Agreement




Effective
May 1, 1999, we entered into a three-year consulting agreement, which has been
extended for successive periods through June 30, 2011,  for research
and development with Dr. Thompson.  This agreement provided for
monthly payments of $3,000 through June 2004.  However, effective
January 1, 2003, 2006 and 2007, the agreement was amended to increase the
monthly payments from $3,000 to $5,000, from $5,000 to $5,200, and from $5,200
to $5,417, respectively.


-92-




Financial Advisory
Agreement




On
October 11, 2006, we entered into a three-year non-exclusive financial advisory
agreement with Stanford Group Company (“Stanford”).  As compensation
under the agreement, previously issued warrants that were purchased by Stanford
and its affiliates in a private placement were amended.  The original
exercise prices on 1,500,000 warrants, 750,000 of which had an exercise price of
$3.25 and 750,000 of which had an exercise price of $2.00, were reduced to $2.00
and $1.50, respectively.  Additionally, the original expiration dates
of December 2006 and January 2007 were each extended for a three-year period
through December 2009 and January 2010, respectively.  Stock-based
compensation in the amount of $683,000 related to the amendment of such warrants
was recorded during the year ended June 30, 2007. Stanford was also granted
piggyback registration rights in connection with the shares underlying the
warrants.





On
February 14, 2008, we
amended the agreement.  The amendment extended the term of the
agreement through June 30, 2012 and expanded the services to be provided to
us.  As compensation for the term extension and expansion of services,
previously issued warrants were amended.  The exercise prices of the
1,500,000 shares of common stock underlying the warrants, 750,000 of which had
an exercise price of $2.00 and 750,000 of which had an exercise price of $1.50,
were reduced to $1.01.  Additionally, the expiration dates of December
2009 and January 2010 were each extended through June 30, 2012.  A
compensation charge in the amount of $384,500 was recorded during the year ended
June 30, 2008 in connection with extension and repricing of the
warrants.  The agreement may be terminated by either party upon sixty
(60) days written notice.





In
February, 2009, Stanford was put into receivership and no longer has the ability
to perform the services provided for in the agreement.  The Company
has no further obligations under the agreeement


-93-





Debt
/ Equity Transactions




2006 Private
Placement




In
connection with a private placement in October 2006, we sold shares of our
common stock and warrants to purchase our common stock to certain institutions,
accredited investors and certain directors as follows:




Amount
              
              
              # of Shares
              
              
              # of WarrantsChristopher
      Forbes
              
              $
              1,000,000
              
              
              
              883,002
              
              
              
              441,501Thomas
      C. Quick Charitable Foundation
              
              $
              300,000
              
              
              
              264,901
              
              
              
              132,450Rudolf
      Stalder
              
              $
              105,841
              
              
              
              93,458
              
              
              
              46,729Bruce
      C. Galton
              
              $
              75,000
              
              
              
              66,225
              
              
              
              33,113John
      N. Braca
              
              $
              11,325
              
              
              
              10,000
              
              
              
              5,000David
      Rector
              
              $
              11,325
              
              
              
              10,000
              
              
              
              5,000




All of
such warrants will become exercisable six months from the closing date at an
exercise price equal to $1.18 and have a term of five (5)
years.




2007 Private Placement of
Convertible Notes and Warrants




Pursuant
to a Securities Purchase Agreement dated August 29, 2007 (the “Signing Date”)
with Stanford Venture Capital Holdings, Inc., (“SVCH”), on December 20, 2007 and
June 30, 2008, we issued an aggregate of three convertible notes in the
aggregate amount of $5,000,000 and three Series A and three Series B warrants in
the aggregate amount of 8,333,333 shares.   In connection with
the issuance, we paid fees to SVCH in the amount of $380,000.





The
convertible notes converted into our common stock at a fixed price of $0.90 per
share subject to certain adjustments (the “Fixed Conversion Price”), through
December 20, 2009. Due to the issuance of common stock and warrants in July
2009, the conversion price was adjusted to $0.85 per share.  Also, due
to another issuance of common stock and warrants in September 2009, the
conversion price was adjusted to $0.83 per share.  On December 20,
2009, the convertible notes may convert into shares of our common stock at the
lower of the fixed conversion price or 80% of the lowest daily volume-weighted
average price (the “VWAP”), of the common stock during the five trading days
prior to the conversion date. The maturity date of each of the convertible notes
is December 30, 2010.




The
convertible notes accrue interest on their outstanding principal balances at an
annual rate of 8%.  We have the option to pay interest in cash or,
upon certain conditions, common stock.  If we pay interest in common
stock, the stock will be valued at a 10% discount to the average daily VWAP for
the five day trading period prior to the interest payment.  During
Fiscal 2008, we issued SVCH 76,924 shares of common stock as payment for $84,567
in interest.




The
convertible notes and warrants are subject to a maximum cap of 31,888,888 on the
number of shares of common stock that can be issued upon the conversion of the
convertible notes and the exercise of the warrants.


-94-


2009 Private
Placements




Transaction with Insiders
and Affiliates




On
July 29, 2009, we entered into a Securities Purchase Agreement with each
of Harlan W. Waksal, M.D., Rudolf Stalder, Christopher Forbes, David
Rector, John N. Braca, Jack Van Hulst, Warren Isabelle, and the Thomas C. Quick
Charitable Foundation each of whom is an accredited investor, pursuant to
which we issued and sold an aggregate of 144,444 shares of our common stock at
$0.90 per share and each of a Series A warrant and a Series B
warrant.  Each of Harlan W. Waksal, M.D., Rudolf Stalder, Christopher
Forbes, David Rector, John N. Braca, Jack Van Hulst and Warren Isabelle serve on
the Company’s board. The Thomas C. Quick Charitable Foundation is an affiliate
of our board member Thomas C. Quick.




The  Series
A Warrants entitle the holders to purchase in the aggregate, up to 130,000
shares of our common stock at $0.01 per warrant share.  The Series A
Warrants have a term of seven years and are exercisable immediately after the
date of grant.




The
Series B Warrants entitle the holders to purchase, in the aggregate, up to
131,807 shares of our common stock at $0.60 per warrant share.  The Series
B Warrants have a term of seven years and are not exercisable until after the
six-month anniversary after the date of grant.





The
following table sets forth the transaction in greater detail.





Amount
              
              
              # of Shares
              
              
              # of Series A
                  Warrants (1)
              
              
              # of Series B
                  Warrants (2)Christopher
      Forbes (3)
              
              $
              88,000
              
              
              
              97,778
              
              
              
              88,000
              
              
              
              177,222Harlan
      W. Waksal, M.D. (3)
              
              $
              13,500
              
              
              
              15,000
              
              
              
              13,500
              
              
              
              13,688Rudolf
      Stalder (3)
              
              $
              13,500
              
              
              
              15,000
              
              
              
              13,500
              
              
              
              13,688Thomas
      C. Quick Charitable Foundation (4)
              
              $
              7,000
              
              
              
              7,778
              
              
              
              7,000
              
              
              
              7,097David
      Rector (3)
              
              $
              3,000
              
              
              
              3,333
              
              
              
              3,000
              
              
              
              3,042Warren
      Isabelle (3)
              
              $
              2,000
              
              
              
              2,222
              
              
              
              2,000
              
              
              
              2,028John
      N. Braca (3)
              
              $
              2,000
              
              
              
              2,222
              
              
              
              2,000
              
              
              
              2,028Jack
      Van Hulst (3)
              
              $
              1,000
              
              
              
              1,111
              
              
              
              1,000
              
              
              
              1,014




(1)
            All
      of such warrants were immediately exercisable at closing date at an
      exercise price equal to $0.01 and have a term of seven (7)
      years.




(2)
            All
      of such warrants will become exercisable six months from the closing date
      at an exercise price equal to $0.60 and have a term of seven (7)
      years.




(3)
            Such
      person is a director of the
Company.




(4)
            The
      Thomas C. Quick Charitable foundation is an affiliate of our director,
      Thomas C. Quick.


-95-




Transaction with each of
Robert and Tim Forbes




On
July 29, 2009, we entered into a Securities Purchase Agreement with each of
Robert Forbes and Timothy Forbes, each of whom is an accredited investor,
pursuant to which we issued and sold an aggregate of 444,444 shares of common
stock at $0.90 per share and each of a Series A warrant and a Series B
warrant.  Each of Robert Forbes and Timothy Forbes are the brothers of
Christopher Forbes who is a director of Senesco.  Mr. Christopher
Forbes will not be deemed to be the beneficial owner of, nor will he have a
pecuniary interest in the shares or warrants issued to his
brothers.  As consideration




The
Series A Warrants entitle the holders to purchase in the aggregate, up to
400,000 shares of our common stock at $0.01 per warrant share.  The Series
A Warrants have a term of seven years and are exercisable immediately after the
date of grant.




The
Series B Warrants entitle the holders to purchase in the aggregate, up to
405,556 shares of our common stock at $0.60 per warrant share.  The Series
B Warrants have a term of seven years and are not exercisable until after the
six-month anniversary after the date of grant.





The
following table sets forth the transaction in greater detail.





Amount
              
              
              # of Shares
              
              
              # of Series A
                  Warrants (1)
              
              
              # of Series B
                  Warrants (2)Robert
      Forbes (3)
              
              $
              300,000
              
              
              
              333,333
              
              
              
              300,000
              
              
              
              304,167Timothy
      Forbes (3)
              
              $
              100,000
              
              
              
              111,111
              
              
              
              100,000
              
              
              
              101,389




(1)
            All
      of such warrants were immediately exercisable at closing date at an
      exercise price equal to $0.01 and have a term of seven (7)
      years.




(2)
            All
      of such warrants will become exercisable six months from the closing date
      at an exercise price equal to $0.60 and have a term of seven (7)
      years.




(3)
            Such
      person is the brother of a member of our board of directors, Christopher
      Forbes.





Review and Approval of
Related Person Transactions




Our
Audit Committee Charter requires that our Audit Committee review and approve or
ratify transactions involving us and any executive officer, director, director
nominee, 5% stockholder and certain of their immediate family members, also
referred to herein as a related person. The policy and procedures cover any
transaction involving a related person, also referred to herein as a related
person transaction, in which the related person has a material interest and
which does not fall under an explicitly stated exception set forth in the
applicable disclosure rules of the SEC.


-96-


A
related person transaction will be considered approved or ratified if it is
authorized by the Audit Committee after full disclosure of the related person’s
interest in the transaction. In considering related person transactions, the
Audit Committee will consider any information considered material to investors
and the following factors:




·
            the
      related person’s interest in the
  transaction;





·
            the
      approximate dollar value of the
transaction;





·
            whether
      the transaction was undertaken in the ordinary course of our
      business;





·
            whether
      the terms of the transaction are no less favorable to us than terms that
      we could have reached with an unrelated third party;
    and





·
            the
      purpose and potential benefit to us of the
  transaction.





Item
14.               Principal
Accounting Fees and Services.





In
October 2007, certain partners of Goldstein Golub Kessler LLP (“GGK”) became
partners of McGladrey & Pullen, LLP (“M&P”) As a consequence, GGK
resigned as our auditors October 22, 2007 and M&P was appointed as our new
independent registered public accounting firm for the year ending June 30,
2008.




GGK
had a continuing relationship with RSM McGladrey, Inc. (‘‘RSM’’), from which it
leased auditing staff who were full time, permanent employees of RSM and through
which its partners provided non-audit services.  GGK has no full time
employees and, therefore, none of the audit services performed were provided by
permanent full-time employees of GGK.  GGK manages and supervises the
audit and audit staff, and is exclusively responsible for the opinion rendered
in connection with its examination.




The
aggregate fees billed by M&P, RSM and GGK for services performed for the
years ended June 30, 2009 and 2008 are as follows:




2008
                  
                  
                  2008Audit
      Fees – McGladrey & Pullen, LLP
                  
                  $
                  105,000
                  
                  
                  $
                  90,015Audit
      Fees – Goldstein Golub Kessler LLP
                  
                  
                  -
                  
                  
                  
                  16,374Audit
      Related Fees – McGladrey & Pullen, LLP
                  
                  
                  8,000
                  
                  
                  
                  4,926Audit
      Related Fees – Goldstein Golub Kessler LLP
                  
                  
                  -
                  
                  
                  
                  24,566Tax
      Fees – RSM McGladrey, Inc.
                  
                  
                  5,815
                  
                  
                  
                  6,418All
      Other Fees
                  
                  
                  1,715
                  
                  
                  
                  -Total
      Fees
                  
                  $
                  120,530
                  
                  
                  $
                  142,299




-97-




AUDIT
FEES




The
aggregate audit fees for the years ended June 30, 2009 and 2008 were primarily
related to the audit of the our annual financial statements and review of those
financial statements included in our quarterly reports on Form 10-Q and fees for
professional services rendered in connection with documents filed with the
Securities and Exchange Commission.




AUDIT
RELATED FEES




Audit
related fees for the years ended June 30, 2009 and 2008 were primarily incurred
in connection with our equity offerings, fees in connection with correspondence
with the SEC and the American Stock Exchange, , and fees in connection with
attending the annual stockholders’ meeting.




TAX
FEES




Tax
fees for the years ended June 30, 2009 and 2008 related to the review of our tax
returns provided by and consultations relating to our STIP and LTIP
plans.




ALL
OTHER FEES




All
other fees for the year ended June 30, 2009 related to consultations in
connection with our short-term and long-term incentive plans.




Pre-Approval
Policies and Procedures




In
accordance with its charter, the Audit Committee is required to approve all
audit and non-audit services provided by the independent auditors and shall not
engage the independent auditors to perform the specific non-audit services
prescribed by law or regulation.




The
Audit Committee has adopted policies and procedures relating to the pre-approval
of all audit and non-audit services that are to be performed by our independent
registered public accounting firm.  This policy generally provides
that we will not engage our independent registered public accounting firm to
render audit or non-audit services unless the service is specifically approved
in advance by the Audit Committee or the engagement is entered into pursuant to
one of the pre-approval procedures described below.




From
time to time, the Audit Committee may pre-approve specified types of services
that are expected to be provided to us by our independent registered public
accounting firm during the next 12 months.  Any such pre-approval is
detailed as to the particular service or type of services to be provided and is
also generally subject to a maximum dollar amount.




The
Audit Committee has also delegated to the chairman of the Audit Committee the
authority to approve any audit or non-audit services to be provided to us by our
independent registered public accounting firm.  Any approval of
services by a member of the Audit Committee pursuant to this delegated authority
is reported on at the next meeting of the Audit Committee.


-98-


PART
IV




Item 15.
            Exhibits
      and Financial Statement Schedules.




(a)
            (1)       Financial
      Statements.




Reference
is made to the Index to Financial Statements on Page F-1.




(a)
            (2)       Financial
      Statement Schedules.




None.




(a)
            (3)       Exhibits.




Reference
is made to the Exhibit Index on Page 104.


-99-




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) 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 this 28th day of October
2009.




SENESCO
      TECHNOLOGIES, INC.By:
                /s/ Bruce C. GaltonBruce
      C. Galton, President andChief
      Executive Officer(principal
      executive officer)By:
                /s/ Joel BrooksJoel
      Brooks, Chief Financial Officer(principal
      financial and accounting
officer)


-100-


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.




Signature
            
            Title
            
            Date/s/ Harlan W. Waksal,
      M.D
            
            Chairman
      and Director
            
            October
      28, 2009Harlan
      W. Waksal, M.D./s/ Bruce C. Galton
            
            President
      and Chief Executive
            
            October
      28, 2009Bruce
      C. Galton
            
            Officer
      (principal executive officer)and
      Director/s/ Joel Brooks
            
            Chief
      Financial Officer and Treasurer
            
            October
      28, 2009Joel
      Brooks
            
            (principal
      financial and accounting officer)/s/ John E. Thompson
            
            Executive
      Vice President, Chief
            
            October
      28, 2009John
      E. Thompson
            
            Scientific
      Officer and Director/s/ John Braca
            
            Director
            
            October
      28, 2009John
      Braca/s/ Christopher
    Forbes
            
            Director
            
            October
      28, 2009Christopher
      Forbes/s/ Warren J.
    Isabelle
            
            Director
            
            October
      28, 2009Warren
      J. Isabelle/s/ Thomas C. Quick
            
            Director
            
            October
      28, 2009Thomas
      C. Quick/s/ David Rector
            
            Director
            
            October
      28, 2009David
      Rector/s/ Rudolf Stalder
            
            Director
            
            October
      28, 2009Rudolf
      Stalder/s/ Jack Van Hulst
            
            Director
            
            October
      28, 2009Jack
      Van Hulst




-101-


EXHIBIT
INDEX




Exhibit
                  No.
                
                Description of Exhibit2.1
                
                Merger
      Agreement and Plan of Merger by and among Nava Leisure USA, Inc., an Idaho
      corporation, the Principal Stockholders (as defined therein), Nava Leisure
      Acquisition Corp., and Senesco, Inc., dated October 9,
      1998.  (Incorporated by reference to Senesco Technologies, Inc.
      definitive proxy statement on Schedule 14A dated January 11,
      1999.)2.2
                
                Merger
      Agreement and Plan of Merger by and between Senesco Technologies, Inc., an
      Idaho corporation, and Senesco Technologies, Inc., a Delaware corporation,
      dated September 30, 1999.  (Incorporated by reference to Senesco
      Technologies, Inc. quarterly report on Form 10-QSB for the period ended
      September 30, 1999.)3.1
                
                Amended
      and Restated Certificate of Incorporation of Senesco Technologies, Inc.
      filed with the State of Delaware on January 22,
      2007.  (Incorporated by reference to Senesco Technologies, Inc.
      quarterly report on Form 10-Q for the period ended December 31,
      2006.)3.2
                
                Certificate
      of Amendment to the Amended and Restated Certificate of Incorporation of
      Senesco Technologies, Inc. filed with the State of Delaware on January 22,
      2008. (Incorporated by reference to Exhibit 3.1 of Senesco Technologies,
      Inc. quarterly report on Form 10-Q for the period ended December 31,
      2007.)3.3
      †
                
                Certificate
      of Amendment to the Amended and Restated Certificate of Incorporation of
      Senesco Technologies, Inc. filed with the State of Delaware on September
      22, 2009.3.4
                
                Amended
      and Restated By-laws of Senesco Technologies, Inc. as adopted on October
      2, 2000. (Incorporated by reference to Senesco Technologies, Inc.
      quarterly report on Form 10-QSB for the period ended December 31,
      2000.)4.1
                
                Form
      of Warrant with Parenteau Corporation. (Incorporated by reference to
      Senesco Technologies, Inc. quarterly report on Form 10-QSB for the period
      ended December 31, 1999.)4.2
                
                Form
      of Warrant with Strategic Growth International, Inc. (Incorporated by
      reference to Senesco Technologies, Inc. quarterly report on Form 10-QSB
      for the period ended December 31, 1999.)4.3
                
                Form
      of Warrant issued to Stanford Venture Capital Holdings, Inc. and certain
      officers of Stanford Venture Capital Holdings, Inc. (with attached
      schedule of parties and terms thereto). (Incorporated by reference to
      Exhibit 4.1 of Senesco Technologies, Inc. quarterly report on Form 10-QSB
      for the period ended December 31, 2001.)4.4
                
                Form
      of Warrant issued to certain accredited investors (with attached schedule
      of parties and terms thereto).  (Incorporated by reference to
      Exhibit 4.1 of Senesco Technologies, Inc. Current Report on Form 8-K,
      filed on May 4, 2005.)4.5
                
                Form
      of Warrant issued to Oppenheimer & Co. Inc. or its designees, dated as
      of May 9, 2005. (Incorporated by reference to Exhibit 4.2 of Senesco
      Technologies, Inc. quarterly report on Form 10-QSB for the period ended
      March 31, 2005.)




-102-





Exhibit
                  No.
                
                Description of Exhibit4.6
                
                Form
      of Warrant issued to H.C. Wainwright & Co., Inc., or its designees,
      dated as of October 10, 2006 (Incorporated by reference to Exhibit 10.42
      of Senesco Technologies, Inc. annual report on Form 10-K for the period
      ended June 30, 2006.)4.7
                
                Form
      or Warrant issued to certain accredited investors dated October 10, 2006
      (with attached schedule of parties and terms
      thereto).  (Incorporated by reference to Exhibit 10.40 of
      Senesco Technologies, Inc. annual report on Form 10-K for the period ended
      June 30, 2006.)4.8
                
                Form
      of Series A Warrant issued to YA Global Investments, L.P. (Incorporated by
      reference to Exhibit 4.15 of Senesco Technologies, Inc. annual report on
      Form 10-K for the period ended June 30, 2007.)4.9
                
                Form
      of Series A Warrant issued to Stanford Venture Capital Holdings, Inc.
      (Incorporated by reference to Exhibit 4.16 of Senesco Technologies, Inc.
      annual report on Form 10-K for the period ended June 30,
      2007.)4.10
                
                Form
      of Debenture issued to YA Global Investments, L.P. (Incorporated by
      reference to Exhibit 4.17 of Senesco Technologies, Inc. annual report on
      Form 10-K for the period ended June 30, 2007.)4.11
                
                Form
      of Debenture issued to Stanford Venture Capital Holdings, Inc.
      (Incorporated by reference to Exhibit 4.18 of Senesco Technologies, Inc.
      annual report on Form 10-K for the period ended June 30,
      2007.)4.12
                
                Form
      of Series B Warrant issued to YA Global Investments, L.P. (Incorporated by
      reference to Exhibit 4.19 of Senesco Technologies, Inc. annual report on
      Form 10-K for the period ended June 30, 2007.)4.13
                
                Form
      of Series B Warrant issued to Stanford Venture Capital Holdings, Inc.
      (Incorporated by reference to Exhibit 4.20 of Senesco Technologies, Inc.
      annual report on Form 10-K for the period ended June 30,
      2007.)4.14
                
                Form
      of Warrant issued to H.C. Wainwright & Co., Inc or its designees.
      (Incorporated by reference to Exhibit 4.21 of Senesco Technologies, Inc.
      annual report on Form 10-K for the period ended June
    30,2008.)4.15
                
                Form
      of Series A Warrant issued to Partlet Holdings Ltd. (Incorporated by
      reference to Exhibit 4.1 of Senesco Technologies, Inc. Current Report on
      Form 8-K, filed on July 10, 2009.)4.16
                
                Form
      of Series B Warrant issued to Partlet Holdings Ltd. (Incorporated by
      reference to Exhibit 4.1 of Senesco Technologies, Inc. Current Report on
      Form 8-K, filed on July 10, 2009.)4.17
                
                Form
      of Series A Warrant issued to each of Robert Forbes, Timothy Forbes,
      Harlan W. Waksal, M.D., Rudolf Stalder, Christopher Forbes, David Rector,
      John N. Braca, Jack Van Hulst, Warren Isabelle and the Thomas C. Quick
      Charitable Foundation. (Incorporated by reference to Exhibit 4.1 of
      Senesco Technologies, Inc. Current Report on Form 8-K, filed on July 30,
      2009.)




-103-





Exhibit
                  No.
                
                Description of Exhibit4.18
                
                Form
      of Series B Warrant issued to each of Robert Forbes, Timothy Forbes,
      Harlan W. Waksal, M.D., Rudolf Stalder, Christopher Forbes, David Rector,
      John N. Braca, Jack Van Hulst, Warren Isabelle and the Thomas C. Quick
      Charitable Foundation. (Incorporated by reference to Exhibit 4.1 of
      Senesco Technologies, Inc. Current Report on Form 8-K, filed on July 30,
      2009.)4.19
                
                Form
      of Series A Warrant issued to Cato Holding Company. (Incorporated by
      reference to Exhibit 4.1 of Senesco Technologies, Inc. Current Report on
      Form 8-K, filed on July 30, 2009.)4.20
                
                Form
      of Series B Warrant issued to Cato Holding Company. (Incorporated by
      reference to Exhibit 4.1 of Senesco Technologies, Inc. Current Report on
      Form 8-K, filed on July 30, 2009.)10.1
                
                Indemnification
      Agreement by and between Senesco Technologies, Inc. and Christopher
      Forbes, dated January 21, 1999.  (Incorporated by reference to
      Senesco Technologies, Inc. quarterly report on Form 10-QSB for the period
      ended December 31, 1998.)10.2
                
                Indemnification
      Agreement by and between Senesco Technologies, Inc. and Thomas C. Quick,
      dated February 23, 1999.  (Incorporated by reference to Senesco
      Technologies, Inc. quarterly report on Form 10-QSB for the period ended
      March 31, 1999.)10.3
                
                Indemnification
      Agreement by and between Senesco Technologies, Inc. and Ruedi Stalder,
      dated March 1, 1999.  (Incorporated by reference to Senesco
      Technologies, Inc. quarterly report on Form 10-QSB for the period ended
      March 31, 1999.)10.4
                
                Indemnification
      Agreement by and between Senesco Technologies, Inc. and Bruce C. Galton,
      dated October 4, 2001. (Incorporated by reference to Exhibit 10.10 of
      Senesco Technologies, Inc. quarterly report on Form 10-QSB for the
      quarterly period ended December 31, 2001.)10.5
                
                Indemnification
      Agreement by and between Senesco Technologies, Inc. and Jack Van Hulst,
      dated January 16, 2007. (Incorporated by reference to Exhibit 10.13 of
      Senesco Technologies, Inc. annual report on Form 10-K for the period ended
      June 30, 2007)10.6
                
                Indemnification
      Agreement by and between Senesco Technologies, Inc. and John Braca, dated
      October 8, 2003.  (Incorporated by reference to Exhibit 10.38 of
      Senesco Technologies, Inc. annual report on Form 10-KSB for the period
      ended June 30, 2004.)10.7
                
                Indemnification
      Agreement by and between Senesco Technologies, Inc. and David Rector dated
      as of April, 2002.  (Incorporated by reference to Exhibit 10.1
      of Senesco Technologies, Inc. quarterly report on Form 10-QSB for the
      period ended September 30, 2004.)10.8
                
                Indemnification
      Agreement by and between Senesco Technologies, Inc. and Harlan W. Waksal,
      M.D. dated as of October 24, 2008.  (Incorporated by reference
      to Exhibit 10.8 of Senesco Technologies, Inc. annual report on Form 10-K
      for the period ended June 30,
2009.)




-104-





Exhibit
                  No.
                
                Description of Exhibit10.
      9
                
                Indemnification
      Agreement by and between Senesco Technologies, Inc. and Warren Isabelle
      dated as of June 8, 2009.  (Incorporated by reference to Exhibit
      10.9 of Senesco Technologies, Inc. annual report on Form 10-K for the
      period ended June 30, 2009.)10.10
      *
                
                Employment
      Agreement by and between Senesco, Inc. and Sascha P. Fedyszyn, dated
      January 21, 1999. (Incorporated by reference to Senesco Technologies, Inc.
      quarterly report on Form 10-QSB for the period ended December 31,
      1998.)10.11*
                
                Employment
      Agreement by and between Senesco Technologies, Inc. and Bruce C. Galton,
      dated October 4, 2001. (Incorporated by reference to Exhibit 10.9 of
      Senesco Technologies, Inc. quarterly report on Form 10-QSB for the period
      ended December 31, 2001.)10.12*
                
                Employment
      Agreement by and between Senesco Technologies, Inc. and Joel Brooks, dated
      July 1, 2003.  (Incorporated by reference to Exhibit 10.29 of
      Senesco Technologies, Inc. annual report on Form 10-KSB for the period
      ended June 30, 2003.)10.13*
                
                Employment
      Agreement by and between Senesco Technologies, Inc. and Richard Dondero,
      dated July 19, 2004.  (Incorporated by reference to Exhibit
      10.39 of Senesco Technologies, Inc. annual report on Form 10-KSB for the
      period ended June 30, 2004.)10.14*
                
                Consulting
      Agreement by and between Senesco Technologies, Inc. and John E. Thompson,
      Ph.D., dated July 12, 1999.  (Incorporated by reference to
      Senesco Technologies, Inc. annual report on Form 10-KSB for the period
      ended June 30, 2000.)10.15*
                
                Amendment
      to Consulting Agreement of July 12, 1999, as modified on February 8, 2001,
      by and between Senesco, Inc. and John E. Thompson, Ph.D., dated December
      13, 2002.  (Incorporated by reference to Exhibit 10.1 of Senesco
      Technologies, Inc. quarterly report on Form 10-QSB for the period ended
      December 31, 2002.)10.16
      *
                
                Amendment
      # 5 to Consulting Agreement of July 12, 1999, as modified, by and between
      Senesco, Inc. and John E. Thompson, Ph.D., dated June 15, 2007.
      (Incorporated by reference to Exhibit 10.49 of Senesco Technologies, Inc.
      annual report on Form 10-K for the period ended June 30,
      2007.)10.17
      *
                
                Amendment
      # 6 to Consulting Agreement of July 12, 1999, as modified, by and between
      Senesco, Inc. and John E. Thompson, Ph.D., dated June 25, 2009.
      (Incorporated by reference to Exhibit 10.17 of Senesco Technologies, Inc.
      annual report on Form 10-K for the period ended June 30,
      2009.)10.18
      +
                
                License
      Agreement by and between Senesco Technologies, Inc. and Harris Moran Seed
      Company, dated November 19, 2001. (Incorporated by reference to Exhibit
      10.8 of Senesco Technologies, Inc. quarterly report on Form 10-QSB for the
      period ended December 31,
2001.)




-105-





Exhibit
                  No.
                
                Description of Exhibit10.19
      +
                
                Development
      Agreement by and between Senesco Technologies, Inc. and ArborGen, LLC,
      dated June 28, 2002.  (Incorporated by reference to Exhibit
      10.31 of Senesco Technologies, Inc. annual report on Form 10-KSB for the
      year ended June 30, 2002.)10.20
      +
                
                Commercial
      License Agreement by and between Senesco Technologies, Inc. and ArborGen,
      LLC dated as of December 21, 2006.  (Incorporated by reference
      to Senesco Technologies, Inc. quarterly report on Form 10-Q for the period
      ended December 31, 2006.)10.21
      +
                
                Development
      and License Agreement by and between Senesco Technologies, Inc. and
      Calwest Seeds, dated September 14, 2002.  (Incorporated by
      reference to Exhibit 10.1 of Senesco Technologies, Inc. quarterly report
      on Form 10-QSB for the period ended September 30,
2002.)10.22
      +
                
                Development
      and License Agreement by and between Senesco Technologies, Inc. and The
      Scotts Company, datedMarch 8,
      2004.  (Incorporated by reference to Exhibit 10.1 of Senesco
      Technologies, Inc. quarterly report on Form 10-QSB for the period ended
      March 31, 2004.)10.23
      +
                
                Development
      and License Agreement with Broin and Associates, Inc. (currently known as
      Poet) dated as of October 14, 2004.  (Incorporated by reference
      to Exhibit 10.2 of Senesco Technologies, Inc. quarterly report on Form
      10-QSB for the period ended September 30, 2004.)10.24
      +
                
                License
      Agreement by and between Senesco Technologies, Inc. and Bayer CropScience
      GmbH, dated as of November 8, 2006.  (Incorporated by reference
      to Senesco Technologies, Inc. quarterly report on Form 10-Q for the
      quarterly period ended December 31, 2006.)10.25
      +
                
                License
      Agreement with Bayer CropScience AG dated as of July 23, 2007.
      (Incorporated by reference to Exhibit 10.1 of Senesco Technologies, Inc.
      quarterly report on Form 10-Q for the period ended September 30,
      2007.)10.26
      +
                
                Patent
      License Agreement with Monsanto Company dated as of August 6, 2007.
      (Incorporated by reference to Exhibit 10.2 of Senesco Technologies, Inc.
      quarterly report on Form 10-Q for the period ended September 30,
      2007.)10.27
      +
                
                License
      Agreement with Bayer CropScience AG dated as of September 17, 2007.
      (Incorporated by reference to Exhibit 10.3 of Senesco Technologies, Inc.
      quarterly report on Form 10-Q for the period ended September 30,
      2007.)10.28
                
                Research
      Agreement by and among Senesco Technologies, Inc., Dr. John E. Thompson
      and the University of Waterloo, dated September 1, 1998, as amended.
      (Incorporated by reference to Senesco Technologies, Inc. quarterly report
      on Form 10-QSB for the period ended December 31, 1998.)10.29
                
                Research
      Agreement by and among Senesco Technologies, Inc., Dr. John E. Thompson
      and the University of Waterloo, dated May 1,
      2002.  (Incorporated by reference to Exhibit 10.29 of Senesco
      Technologies, Inc. annual report on Form 10-KSB for the year ended June
      30, 2002.)




-106-





Exhibit
                  No.
                
                Description of Exhibit10.30
                
                Amendment
      to Research Agreement by and among the University of Waterloo, Senesco,
      Inc., and Dr. John E. Thompson, Ph.D., dated August 1, 2007. (Incorporated
      by reference to Exhibit 10.42 of Senesco Technologies, Inc. annual report
      on Form 10-K for the period ended June 30, 2007.)10.31
                
                Amendment
      to Research Agreement by and among the University of Waterloo, Senesco,
      Inc. and Dr. John E. Thompson, Ph.D., dated August 25, 2008. (Incorporated
      by reference to Exhibit 10.28 of Senesco Technologies, Inc. annual report
      on Form 10-K for the period ended June 30, 2008.)10.32
                
                Amendment
      to Research Agreement by and among the University of Waterloo, Senesco,
      Inc. and Dr. John E. Thompson, Ph.D., dated August 27, 2009. (Incorporated
      by reference to Exhibit 10.32 of Senesco Technologies, Inc. annual report
      on Form 10-K for the period ended June 30, 2009.)10.33+
                
                Master
      Product Sale Agreement with VGXI, Inc. dated as of June 27, 2008.
      (Incorporated by reference to Exhibit 10.29 of Senesco Technologies, Inc.
      annual report on Form 10-K for the period ended June 30,
      2008.)10.34
                
                Master
      Product Sale Agreement with Polyplus-transfection dated as of June 30,
      2008. (Incorporated by reference to Exhibit 10.30 of Senesco Technologies,
      Inc. annual report on Form 10-K for the period ended June 30,
      2008.)10.35
                
                Proposal
      for Manufacture and Supply by and between Avecia Biotechnology, Inc. and
      Senesco Technologies, Inc. dated as of September 4, 2008. (Incorporated by
      reference to Exhibit 10.1 of Senesco Technologies, Inc. quarterly report
      on Form 10-Q for the period ended September 30, 2008.)10.36
                
                Proposal
      for Biodistribution and Repeat Dose Toxicity Studies in Mice by and
      between BioReliance and Senesco Technologies, Inc. dated as of September
      5, 2008. (Incorporated by reference to Exhibit 10.2 of Senesco
      Technologies, Inc. quarterly report on Form 10-Q for the period ended
      September 30, 2008.)10.37
                
                Services
      Agreement by and between KBI BioPharma, Inc. and Senesco Technologies,
      Inc. dated as of September 15, 2008. (Incorporated by reference to Exhibit
      10.3 of Senesco Technologies, Inc. quarterly report on Form 10-Q for the
      period ended September 30, 2008.)10.38
                
                Agreement
      for Service on Senesco Technologies, Inc. Scientific Advisory Board by and
      between Senesco Technologies, Inc. and Dr. Charles A. Dinarello, dated
      February 12, 2002.  (Incorporated by reference to Exhibit 10.6
      of Senesco Technologies, Inc. quarterly report on Form 10-QSB for the
      period ended March 31, 2002.)10.39
                
                Agreement
      for Service on Senesco Technologies, Inc. Scientific Advisory Board by and
      between Senesco Technologies, Inc. and James W. Mier, M.D., dated April 2,
      2007. (Incorporated by reference to Exhibit 10.43 of Senesco Technologies,
      Inc. annual report on Form 10-K for the period ended June 30,
      2007.)




-107-





Exhibit
                  No.
                
                Description of Exhibit10.40
                
                Financial
      Advisory Agreement by and among Senesco Technologies, Inc., Stanford Group
      Company, Stanford Venture Capital Holdings, Inc., Stanford International
      Bank, Ltd., Ronald Stein, Daniel Bogar, Osvaldo Pi and William Fusselmann
      dated October 11, 2006.  (Incorporated by reference to Exhibit
      10.35 of Senesco Technologies, Inc. annual report on Form 10-K for the
      period ended June 30, 2006.)10.41
                
                Amendment
      No. 1 to the financial advisory agreement by and between Stanford Group
      Company and Senesco Technologies, Inc., dated February 14, 2008.
      (Incorporated by reference to Exhibit 10.1 of Senesco Technologies, Inc.
      quarterly report on Form 10-Q for the period ended December 31,
      2007.)10.42
                
                Form
      of Securities Purchase Agreement by and between Senesco Technologies, Inc.
      and certain accredited investors (with attached schedule of parties and
      terms thereto). (Incorporated by reference to Exhibit 10.1 of Senesco
      Technologies, Inc. Current Report on Form 8-K, filed on February 3,
      2004.)10.43
                
                Amendment
      No. 1 to the Securities Purchase Agreement by and between Senesco
      Technologies, Inc. and Crestview Capital Master,
      L.L.C.  (Incorporated by reference to Exhibit 10.1 of Senesco
      Technologies, Inc. Current Report on Form 8-K, filed on February 13,
      2004.)10.44
                
                Form
      of Securities Purchase Agreement by and between Senesco Technologies, Inc.
      and certain accredited investors (with schedule of parties and terms
      thereto).  (Incorporated by reference to Exhibit 10.1 of Senesco
      Technologies, Inc. Current Report on Form 8-K filed on May 4,
      2005.)10.45
                
                Registration
      Rights Agreement by and among Senesco Technologies, Inc., Stanford Group
      Company, Stanford Venture Capital Holdings, Inc., Stanford International
      Bank, Ltd., Ronald Stein, Daniel Bogar, Osvaldo Pi and William Fusselmann
      dated October 11, 2006.  (Incorporated by reference to Exhibit
      10.36 of Senesco Technologies, Inc. annual report on Form 10-K for the
      period ended June 30, 2006.)10.46
                
                Form
      of Securities Purchase Agreement by and between Senesco Technologies, Inc.
      and certain accredited investors dated October 10, 2006 (with attached
      schedule of parties and terms thereto).  (Incorporated by
      reference to Exhibit 10.38 of Senesco Technologies, Inc. annual report on
      Form 10-K for the period ended June 30, 2006.)10.47
                
                Form
      of Registration Rights Agreement by and between Senesco Technologies, Inc
      and certain accredited investors dated October 10, 2006 (with attached
      schedule of parties and terms thereto).  (Incorporated by
      reference to Exhibit 10.39 of Senesco Technologies, Inc. annual report on
      Form 10-K for the period ended June 30, 2006.)10.48
                
                Securities
      Purchase Agreement by and between Senesco Technologies, Inc. and YA Global
      Investments, L.P. (Incorporated by reference to Exhibit 10.44 of Senesco
      Technologies, Inc. annual report on Form 10-K for the period ended June
      30, 2007.)10.49
                
                Registration
      Rights Agreement by and between Senesco Technologies, Inc. and YA Global
      Investments, L.P. (Incorporated by reference to Exhibit 10.45 of Senesco
      Technologies, Inc. annual report on Form 10-K for the period ended June
      30, 2007.)




-108-





Exhibit
                  No.
                
                Description of Exhibit10.50
                
                Securities
      Purchase Agreement by and between Senesco Technologies, Inc. and Stanford
      Venture Capital Holdings, Inc. (Incorporated by reference to Exhibit 10.46
      of Senesco Technologies, Inc. annual report on Form 10-K for the period
      ended June 30, 2007.)10.51
                
                Registration
      Rights Agreement by and between Senesco Technologies, Inc. and Stanford
      Venture Capital Holdings, Inc. (Incorporated by reference to Exhibit 10.47
      of Senesco Technologies, Inc. annual report on Form 10-K for the period
      ended June 30, 2007.)10.52
                
                Security
      Agreement dated as of September 21, 2007 by and between Senesco
      Technologies, Inc. and its subsidiaries and YA Global Investments, L.P.
      (Incorporated by reference to Exhibit 10.48 of Senesco Technologies, Inc.
      annual report on Form 10-K for the period ended June 30,
      2007.)10.53
                
                Security
      Agreement dated as of December 20, 2007 by and between Senesco
      Technologies, Inc. and its subsidiaries and Stanford Venture Capital
      Holdings, Inc. (Incorporated by reference to Exhibit 10.50 of Senesco
      Technologies, Inc. annual report on Form 10-K for the period ended June
      30, 2008.)10.54
                
                Securities
      Purchase Agreement by and between Senesco Technologies, Inc. and Partlet
      Holdings Ltd. Dated as of July 9, 2009. (Incorporated by reference to
      Exhibit 10.1 of Senesco Technologies, Inc. Current Report on Form 8-K,
      filed on July 10, 2009.)10.55
                
                Securities
      Purchase Agreement by and between Senesco Technologies, Inc. and each of
      Robert Forbes, Timothy Forbes, Harlan W. Waksal, M.D., Rudolf Stalder,
      Christopher Forbes, David Rector, John N. Braca, Jack Van Hulst, Warren
      Isabelle and the Thomas C. Quick Charitable Foundation dated as of July
      29, 2009. (Incorporated by reference to Exhibit 10.1 of Senesco
      Technologies, Inc. Current Report on Form 8-K , filed on July 30,
      2009.)10.56
                
                Securities
      Purchase Agreement by and between Senesco Technologies, Inc. and Cato
      Holding Company dated as of July 29, 2009. (Incorporated by reference to
      Exhibit 10.2 of Senesco Technologies, Inc. Current Report on Form 8-K ,
      filed on July 30, 2009.)10.57
                
                Office
      lease by and between Senesco Technologies, Inc. and Matrix/AEW NB, LLC,
      dated March 16, 2001.  (Incorporated by reference to Senesco
      Technologies, Inc. quarterly report on Form 10-QSB for the period ended
      March 31, 2001.)10.58
                
                First
      amendment of office lease by and between Senesco Technologies, Inc. and
      Matrix/AEW NB, LLC, dated May 13, 2005 (Incorporated by reference to
      Exhibit 10.8 of Senesco Technologies, Inc annual report on Form 10-KSB for
      the period ended June 30, 2005.)10.59
      *
                
                1998
      Stock Incentive Plan, as amended on December 13, 2002. (Incorporated by
      reference to Exhibit 10.7 of Senesco Technologies, Inc. quarterly report
      on Form 10-QSB for the period ended December 31,
  2002.)




-109-





Exhibit
                  No.
                
                Description of Exhibit10.60*
                
                Senesco
      Technologies, Inc. 2008 Incentive Compensation Plan. (Incorporated by
      reference to Exhibit 10.1 of Senesco Technologies, Inc. quarterly report
      on Form 10-Q for the period ended December 31, 2008.)21
                
                Subsidiaries
      of the Registrant. (Incorporated by reference to Senesco Technologies,
      Inc. annual report on Form 10-KSB for the period ended June 30,
      1999.)23.1†
                
                Consent
      of Goldstein Golub Kessler LLP.23.2
      †
                
                Consent
      of McGladrey & Pullen, LLP.31.1†
                
                Certification
      of the principal executive officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2†
                
                Certification
      of the principal financial and accounting officer pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002.32.1†
                
                Certification
      of the principal executive officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2†
                
                Certification
      of the principal financial and accounting officer pursuant to Section 906
      of the Sarbanes-Oxley Act of
2002.




*
            A
      management contract or compensatory plan or arrangement required to be
      filed as an exhibit pursuant to Item 13(a) of Form
  10-K.




†
            Filed
      herewith.




+
              The
      SEC granted Confidential Treatment for portions of this
      Exhibit.


-110-