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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005.



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 000-29173



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DIVERSA CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 22-3297375                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|4955 Directors Place, San Diego, California                    |  | 92121                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(Registrants
telephone number, including area code (858) 526-5000)



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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. x
Yes ̈No



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



The number of shares of the registrants Common Stock outstanding as of April 29, 2005 was 43,981,400.



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DIVERSA CORPORATION

INDEX



|                               |  |                                                                                                                |  |         
|------------------------------ |  | -------------------------------------------------------------------------------------------------------------- |  | --------
|                               |  |                                                                                                                |  | Page No.
|PART I - FINANCIAL INFORMATION |  |                                                                                                               
|                               |  |                                                                                                               
|Item 1.                        |  | Consolidated Financial Statements                                                                              |  |         
|                               |  |                                                                                                               
|                               |  | Condensed Consolidated Balance Sheets as of March 31, 2005 (unaudited) and December 31, 2004                   |  | 3       
|                               |  | Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004 (unaudited) |  | 4       
|                               |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 (unaudited) |  | 5       
|                               |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                               |  | 6       
|                               |  |                                                                                                               
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                          |  | 8       
|                               |  |                                                                                                               
|Item 3.                        |  | Quantitative and Qualitative Disclosures about Market Risk                                                     |  | 21      
|                               |  |                                                                                                               
|Item 4.                        |  | Controls and Procedures                                                                                        |  | 22      
|                               | 
|PART II - OTHER INFORMATION    |  |                                                                                                               
|                               |  |                                                                                                               
|Item 1.                        |  | Legal Proceedings                                                                                              |  | 22      
|Item 2.                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                    |  | 23      
|Item 3.                        |  | Defaults Upon Senior Securities                                                                                |  | 23      
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                                            |  | 23      
|Item 5.                        |  | Other Information                                                                                              |  | 23      
|Item 6.                        |  | Exhibits                                                                                                       |  | 23      
|                               |  |                                                                                                               
|SIGNATURES                     |  |                                                                                                                |  | 24      



2



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DIVERSA CORPORATION



PART I - FINANCIAL INFORMATION



|Item 1. | Consolidated Financial Statements
|------- | ---------------------------------



DIVERSA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)



|                                                                                                                                                               |  |               |          |   |                  |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                               |  | MARCH 31,2005 |          |   | DECEMBER 31,2004 |  
|                                                                                                                                                               |  | (Unaudited)   |          |   | (Note)           |  
|ASSETS                                                                                                                                                         |  |               |          |   |                  |   |          |  
|Current assets:                                                                                                                                                |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                      |  | $             | 29,772   |   |                  | $ | 33,796   |  
|Short-term investments                                                                                                                                         |  |               | 54,695   |   |                  |   | 64,397   |  
|Accounts receivable                                                                                                                                            |  |               | 7,479    |   |                  |   | 5,771    |  
|Other current assets                                                                                                                                           |  |               | 4,032    |   |                  |   | 3,252    |  
|                                                                                                                                                               |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                                                           |  |               | 95,978   |   |                  |   | 107,216  |  
|Property and equipment, net                                                                                                                                    |  |               | 26,097   |   |                  |   | 27,019   |  
|Acquired intangible assets, net                                                                                                                                |  |               | 45,899   |   |                  |   | 47,201   |  
|Other assets                                                                                                                                                   |  |               | 2,535    |   |                  |   | 2,620    |  
|                                                                                                                                                               |  |               |          |   |                  |   |          |  
|Total assets                                                                                                                                                   |  | $             | 170,509  |   |                  | $ | 184,056  |  
|                                                                                                                                                               |  |               |          |   |                  |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                           |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                           |  |               |          |   |                  |   |          |  
|Accounts payable                                                                                                                                               |  | $             | 1,175    |   |                  | $ | 2,195    |  
|Accrued liabilities                                                                                                                                            |  |               | 5,488    |   |                  |   | 7,216    |  
|Deferred revenue                                                                                                                                               |  |               | 6,588    |   |                  |   | 5,892    |  
|Current portion of capital lease obligations                                                                                                                   |  |               | 81       |   |                  |   | 190      |  
|Current portion of notes payable                                                                                                                               |  |               | 7,998    |   |                  |   | 8,792    |  
|                                                                                                                                                               |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                      |  |               | 21,330   |   |                  |   | 24,285   |  
|Notes payable, less current portion                                                                                                                            |  |               | 8,744    |   |                  |   | 8,825    |  
|Commitments and contingencies                                                                                                                                  |  |               |          |   |                  |   |          |  
|Stockholders equity:                                                                                                                                          |  |               |          |   |                  |   |          |  
|Preferred stock - $0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2005 and December 31,
2004                      |  |               |         |   |                  |   |         |  
|Common stock - $0.001 par value; 90,000,000 shares authorized, 43,981,000 and 43,730,000 shares issued and outstanding at March 31, 2005 and
December 31, 2004 |  |               | 44       |   |                  |   | 44       |  
|Additional paid-in capital                                                                                                                                     |  |               | 357,600  |   |                  |   | 351,736  |  
|Deferred compensation                                                                                                                                          |  |               | (4,305   | ) |                  |   |         |  
|Accumulated deficit                                                                                                                                            |  |               | (212,483 | ) |                  |   | (200,497 | )
|Accumulated other comprehensive loss                                                                                                                           |  |               | (421     | ) |                  |   | (337     | )
|                                                                                                                                                               |  |               |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                     |  |               | 140,435  |   |                  |   | 150,946  |  
|                                                                                                                                                               |  |               |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                                     |  | $             | 170,509  |   |                  | $ | 184,056  |  
|                                                                                                                                                               |  |               |          |   |                  |   |          |  



Note: The balance sheet data at
December 31, 2004 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.



See accompanying notes to condensed consolidated financial
statements.



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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)



|                                                                                 |  |                             |         |   |      |   |         |  
|-------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                 |  | THREE MONTHS ENDEDMARCH 31, |        
|                                                                                 |  | 2005                        |         |   | 2004 |  
|Revenue:                                                                         |  |                             |         |   |      |   |         |  
|Collaborative                                                                    |  | $                           | 9,253   |   |      | $ | 8,787   |  
|Grant                                                                            |  |                             | 2,023   |   |      |   | 2,199   |  
|Product-related                                                                  |  |                             | 1,553   |   |      |   | 811     |  
|                                                                                 |  |                             |         |   |      |   |         |  
|Total revenue                                                                    |  |                             | 12,829  |   |      |   | 11,797  |  
|                                                                                 |  |                             |         |   |      |   |         |  
|Operating costs and expenses:                                                    |  |                             |         |   |      |   |         |  
|Cost of goods sold                                                               |  |                             | 1,692   |   |      |   | 558     |  
|Research and development                                                         |  |                             | 19,475  |   |      |   | 17,676  |  
|Selling, general and administrative                                              |  |                             | 3,004   |   |      |   | 3,228   |  
|Amortization of acquired intangible assets                                       |  |                             | 650     |   |      |   | 650     |  
|Non-cash, stock-based compensation                                               |  |                             | 134     |   |      |   |        |  
|                                                                                 |  |                             |         |   |      |   |         |  
|Total operating expenses                                                         |  |                             | 24,955  |   |      |   | 22,112  |  
|                                                                                 |  |                             |         |   |      |   |         |  
|Loss from operations                                                             |  |                             | (12,126 | ) |      |   | (10,315 | )
|Interest and other income, net                                                   |  |                             | 140     |   |      |   | 160     |  
|                                                                                 |  |                             |         |   |      |   |         |  
|Net loss                                                                         |  | $                           | (11,986 | ) |      | $ | (10,155 | )
|                                                                                 |  |                             |         |   |      |   |         |  
|Net loss per share, basic and diluted                                            |  | $                           | (0.27   | ) |      | $ | (0.24   | )
|                                                                                 |  |                             |         |   |      |   |         |  
|Weighted average shares used in calculating basic and diluted net loss per share |  |                             | 43,838  |   |      |   | 43,123  |  
|                                                                                 |  |                             |         |   |      |   |         |  



See accompanying notes
to condensed consolidated financial statements.



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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                            |  |                             |         |   |      |   |         |  
|--------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                            |  | THREE MONTHS ENDEDMARCH 31, |        
|                                                                            |  | 2005                        |         |   | 2004 |  
|Operating activities:                                                       |  |                             |         |   |      |   |         |  
|Net loss                                                                    |  | $                           | (11,986 | ) |      | $ | (10,155 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                             |         |   |      |   |         |  
|Depreciation and amortization                                               |  |                             | 4,489   |   |      |   | 4,528   |  
|Non-cash, stock-based compensation charges                                  |  |                             | (134    | ) |      |   |        |  
|Changes in operating assets and liabilities:                                |  |                             |         |   |      |   |         |  
|Accounts receivable                                                         |  |                             | (1,708  | ) |      |   | 2,231   |  
|Other assets                                                                |  |                             | (695    | ) |      |   | (2,022  | )
|Accounts payable and accrued expenses                                       |  |                             | (2,748  | ) |      |   | (3,321  | )
|Deferred revenue                                                            |  |                             | 696     |   |      |   | (1,032  | )
|                                                                            |  |                             |         |   |      |   |         |  
|Net cash used in operating activities                                       |  |                             | (12,086 | ) |      |   | (9,771  | )
|                                                                            |  |                             |         |   |      |   |         |  
|Investing activities:                                                       |  |                             |         |   |      |   |         |  
|Purchases of short-term investments                                         |  |                             | (77,276 | ) |      |   | (21,196 | )
|Sales and maturities of short-term investments                              |  |                             | 86,894  |   |      |   | 34,505  |  
|Purchases of property and equipment                                         |  |                             | (2,265  | ) |      |   | (2,041  | )
|                                                                            |  |                             |         |   |      |   |         |  
|Net cash provided by investing activities                                   |  |                             | 7,353   |   |      |   | 11,268  |  
|                                                                            |  |                             |         |   |      |   |         |  
|Financing activities:                                                       |  |                             |         |   |      |   |         |  
|Net proceeds from sale of common stock                                      |  |                             | 1,693   |   |      |   | 1,258   |  
|Principal payments on capital leases                                        |  |                             | (109    | ) |      |   | (137    | )
|Principal payments on notes payable                                         |  |                             | (2,740  | ) |      |   | (2,233  | )
|Advances under notes payable                                                |  |                             | 1,865   |   |      |   | 1,823   |  
|                                                                            |  |                             |         |   |      |   |         |  
|Net cash provided by financing activities                                   |  |                             | 709     |   |      |   | 711     |  
|                                                                            |  |                             |         |   |      |   |         |  
|Net (decrease) increase in cash and cash equivalents                        |  |                             | (4,024  | ) |      |   | 2,208   |  
|Cash and cash equivalents at beginning of period                            |  |                             | 33,796  |   |      |   | 20,506  |  
|                                                                            |  |                             |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                  |  | $                           | 29,772  |   |      | $ | 22,714  |  
|                                                                            |  |                             |         |   |      |   |         |  



See accompanying notes
to condensed consolidated financial statements.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1. Organization and Business



The Company applies proprietary genomic technologies for the rapid discovery and
optimization of novel protein-based products, including (a) enzymes, which are catalytic proteins, and (b) protein therapeutics, including antibodies, which are binding proteins. The Company is directing its integrated portfolio of technologies to
the discovery, evolution, and production of commercially valuable molecules with agricultural, chemical, and industrial applications, such as enzymes, as well as protein therapeutics and orally active drugs with pharmaceutical applications.



2. Basis of Presentation



The accompanying unaudited condensed consolidated financial statements have been prepared by
the Company in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, which are necessary for a fair presentation of the results of the interim periods presented, have been included. The results of operations
for the interim periods are not necessarily indicative of results to be expected for any other interim period or for the year as a whole. These unaudited condensed consolidated financial statements and footnotes thereto should be read in conjunction
with the audited financial statements and footnotes thereto contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2004.



The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect
amounts reported in the condensed consolidated financial statements and related footnotes. Changes in the estimates may affect amounts reported in future periods.



3. Revenue Recognition



The Companys revenue recognition policies are in compliance with Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 104, Revenue
Recognition. Revenue from research funding under the Companys collaboration agreements is earned and recognized on a percentage-of-completion basis as research hours are incurred in accordance with the provisions of each agreement. Fees
received to initiate research projects are deferred and recognized over the life of the project. Fees received for exclusivity in a field are deferred and recognized over the period of exclusivity. Milestone payments are recognized when earned, as
evidenced by written acknowledgement from the collaborator, provided that (i) the milestone event is substantive and its achievement was not reasonably assured at the inception of the agreement, and (ii) the Companys performance obligations
after the milestone achievement will continue to be funded by the collaborator at a level comparable to the level before the milestone achievement. Revenue from grants is recognized on a percentage-of-completion basis as related costs are incurred.
Revenue from product sales is recognized at the time of shipment to the customer. The Company recognizes revenue only on payments that are non-refundable and defers recognition until performance obligations have been completed. For license
agreements where the Company grants the licensee extended payment terms, revenue is deferred and recognized on a cash basis as payments are received.



During the three months ended March 31, 2005 and 2004, the Company had collaborative research agreements that accounted for 72% and 74% of total revenue. Additionally,
during the three months ended March 31, 2005 and 2004, one collaborator accounted for 51% and 66% of total revenue.



4. Computation of Net Loss per Share



Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period.



The following table presents the calculation of basic and diluted net loss per share:



|                                                                               |  |                             |         |   |      |   |         |  
|------------------------------------------------------------------------------ |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                               |  | THREE MONTHS ENDEDMARCH 31, |        
|(In thousands, except per share data)                                          |  | 2005                        |         |   | 2004 |  
|Net loss                                                                       |  | $                           | (11,986 | ) |      | $ | (10,155 | )
|Net loss per share, basic and diluted                                          |  | $                           | (0.27   | ) |      | $ | (0.24   | )
|Weighted average shares used in computing basic and diluted net loss per share |  |                             | 43,838  |   |      |   | 43,123  |  



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The Company has excluded all outstanding stock options and warrants from the calculation of diluted net loss per share
because these securities are anti-dilutive for all periods presented.



5.
Comprehensive Loss



Comprehensive loss is defined as the change in equity
of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on marketable securities. The Company presents comprehensive loss in its statements of
stockholders equity.



For the three months ended March 31, 2005 and 2004,
the comprehensive loss consisted of:



|                                      |  |                             |         |   |      |   |         |  
|------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                      |  | THREE MONTHS ENDEDMARCH 31, |        
|(In thousands)                        |  | 2005                        |         |   | 2004 |  
|Net loss                              |  | $                           | (11,986 | ) |      | $ | (10,155 | )
|Other comprehensive gain (loss):      |  |                             |         |   |      |   |         |  
|Unrealized gain (loss) on investments |  |                             | (84     | ) |      |   | 18      |  
|                                      |  |                             |         |   |      |   |         |  
|Comprehensive loss                    |  | $                           | (12,070 | ) |      | $ | (10,137 | )
|                                      |  |                             |         |   |      |   |         |  



6. Contingencies



In June 2004, the Company executed a settlement agreement with the plaintiffs in a class
action shareholder complaint filed in December 2002 in the United States District Court for the Southern District of New York, now captioned In re Diversa Corp. Initial Public Offering Sec. Litig., Case No. 02-CV-9699. This action is related to In
re Initial Public Offering Sec. Litig., Case No. 21 MC 92, in which similar complaints were filed by plaintiffs against hundreds of other public companies that conducted IPOs of their common stock in the late 1990s and 2000. On February 15, 2005,
the Court issued a decision certifying a class action for settlement purposes and granting preliminary approval of the settlement subject to modification of certain orders contemplated by the settlement. In addition, the settlement is still subject
to statutory notice requirements as well as final judicial approval. The Company is covered by a claims-made liability insurance policy which it believes will satisfy the Companys insurerss pro-rata liability under this settlement.



7. Stock-Based Compensation



The Company measures compensation expense for stock options granted to employees in
accordance with Accounting Principles Board Opinion (APB) 25, using the intrinsic value method, under which it recognizes no compensation expense for options granted with exercise prices equal to or greater than the fair value of the
Companys common stock on the date of the grant.



Compensation expense for
options granted to non-employees has been determined in accordance with Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, and Emerging Issues Task Force (EITF) 96-18,
Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, as the fair value of the consideration received or the fair value of the equity instruments issued,
whichever is more reliably measured. Deferred charges for options granted to non-employees are periodically re-measured as the underlying shares vest.



Pro forma information regarding net loss and net loss per share has been determined as if the Company had accounted for its employee stock options and stock purchase plan
under the fair value method of SFAS No. 123. For the three months ended March 31, 2005 and 2004, the fair value of these options was estimated using the Black-Scholes model with the following assumptions: risk-free interest rates ranging from 3.58%
to 4.18%, and 2.65% to 3.03%; dividend yield of 0%; volatility factor of 56% and 71%; and a weighted-average expected life of the options of 1.3 and 2.9 years.



For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the vesting period. The Companys pro forma
information is as follows:



|                                                                                                                |  |                             |         |   |      |   |         |  
|--------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                                |  | THREE MONTHS ENDEDMARCH 31, |        
|(In thousands, except per share data)                                                                           |  | 2005                        |         |   | 2004 |  
|Net loss, as reported                                                                                           |  | $                           | (11,986 | ) |      | $ | (10,155 | )
|Add: Stock-based employee compensation expense included in reported net loss                                    |  |                             | 134     |   |      |   |        |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards |  |                             | (2,020  | ) |      |   | (3,169  | )
|                                                                                                                |  |                             |         |   |      |   |         |  
|Pro forma net loss                                                                                              |  | $                           | (13,872 | ) |      | $ | (13,324 | )
|                                                                                                                |  |                             |         |   |      |   |         |  
|Basic and diluted net loss per share, as reported                                                               |  | $                           | (0.27   | ) |      | $ | (0.24   | )
|Pro forma basic and diluted net loss per share                                                                  |  | $                           | (0.32   | ) |      | $ | (0.31   | )



8. Impact of Recently Issued
Accounting Standards



In November 2004, the FASB issued SFAS No. 151,
Inventory Costs, which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. SFAS No. 151 will be effective for inventory costs incurred during fiscal



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years beginning after June 15, 2005. We do not believe the adoption of SFAS No. 151 will have a material impact on our financial statements.



In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No.
123 (revised 2004), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock
Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure, which has previously been used by the Company, is no longer an alternative. SFAS No. 123(R) permits
companies to adopt its requirements using either a modified prospective method, or a modified retrospective method. Under the modified prospective method, compensation cost is recognized in the financial
statements beginning with the effective date, based on the requirements of SFAS 123(R) for all share-based payments granted after that date, and based on the requirements of SFAS 123 for all unvested awards granted prior to the effective date of
SFAS No. 123(R). Under the modified retrospective method, the requirements are the same as under the modified prospective method, but entities are permitted to restate financial statements of previous periods based on pro
forma disclosures made in accordance with SFAS No. 123. We currently expect to adopt SFAS No. 123(R) effective January 1, 2006; however, we have not yet determined which adoption method we will use. We believe that the adoption of this statement
will have a significant impact on our consolidated financial statements.



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



The statements in this quarterly report that are not descriptions of historical facts may be forward-looking statements that are subject to
risks and uncertainties. These include statements related to investments in our core technologies, the discovery, development, and/or optimization of novel genes, enzymes, and other biologically active compounds, the development and
commercialization of products and product candidates, the benefits to be derived from our current and future strategic alliances, and our estimates regarding future revenue, profitability, and capital requirements, all of which are prospective. Such
statements are only predictions and reflect our expectations and assumptions as of the date of this report based on currently available operating, financial, and competitive information. The actual events or results may differ materially from those
projected in such forward-looking statements due to a number of factors, including risks involved with our new and uncertain technologies, risks associated with our dependence on patents and proprietary rights, risks associated with our protection
and enforcement of our patents and proprietary rights, our dependence on existing collaborations, our ability to enter into and/or maintain collaboration and joint venture agreements, our ability to commercialize products directly and through our
collaborators, the timing of anticipated product launches, and the development or availability of competitive products or technologies, as well as other risks and uncertainties identified below and in the section of this report entitled Risk
Factors Related to Our Business and in our other publicly available documents. These forward-looking statements speak only as of the date of this report. We expressly disclaim any intent or obligation to update any of these forward-looking
statements after the filing of this quarterly report to reflect actual results, changes in our expectations, or otherwise.



The following information should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 of Part I of this
quarterly report. We also urge readers to review and consider our disclosures describing various factors that affect our business set forth in the section of this report entitled Risk Factors Related to Our Business, as well as in our
Annual Report on Form 10-K for the year ended December 31, 2004, including the disclosures under the captions Managements Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors Related to
Our Business, as well as the audited financial statements and notes thereto contained in such report.



Overview



We were incorporated in
December 1992 and began operations in May 1994. We are a leader in applying proprietary genomic technologies for the rapid discovery and optimization of novel protein-based products, including (a) enzymes, which are catalytic proteins, and (b)
proteintherapeutics, including antibodies, which are binding proteins. We are directing our integrated portfolio of technologies to the discovery, evolution, and production of commercially valuable molecules with agricultural, chemical, and
industrial applications, such as enzymes, as well as protein therapeutics and orally active drugs with pharmaceutical applications. While our technologies have the potential to serve many large markets, our key areas of focus for internal product
development are for the large markets in animal care, fiber processing, nutritional oils, and anti-infective therapies. In addition to our internal product development efforts, we have formed alliances with market leaders, such as Bayer Animal
Health, Cargill Health and Food Technologies, The Dow Chemical Company, DSM Pharma Chemicals, DuPont Bio-Based Materials, GlaxoSmithKline plc, Invitrogen Corporation, Medarex, Merck, Syngenta AG, and Xoma to pool investment risk and access
additional resources to expand our product portfolio.



We have dedicated
substantial resources to the development of our proprietary technologies, which include capabilities for sample collection from the worlds microbial populations, generation of environmental libraries and human antibody gene libraries,
screening of these libraries using ultra high-throughput methods capable of analyzing more than one billion genes per day, and optimization based on our gene evolution technologies.



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Our revenues have historically fluctuated from period to period and likely will continue to fluctuate substantially in
the future based upon the timing and composition of funding under existing and future collaboration agreements and grants and expected increases in product sales based upon new product introductions and regulatory approval timelines. Our
collaborators often pay us before we recognize the revenue, and these payments are deferred until earned. As of March 31, 2005, we had deferred revenue totaling $6.6 million.



We have incurred net losses since our inception. As of March 31, 2005, our accumulated deficit was $212.5 million. We expect to incur
additional losses for at least the next two years as we continue to develop independent products and as a result of our anticipated investment in additional preclinical and clinical infrastructure, as well as added research and manufacturing
development expenses for our internal product candidates. Our results of operations have fluctuated from period to period and likely will continue to fluctuate substantially in the future based upon the factors affecting our revenue described above,
as well as the initiation and expansion of research and development programs and the acquisition of new technologies and proprietary rights. Results of operations for any period may be unrelated to results of operations for any other period. We
believe that our historical results are not a good indicator of our future operating results. In addition, our interim results are not necessarily indicative of our anticipated results for the full fiscal year.



Results of Operations



Three Months Ended March 31, 2005 and 2004



Revenue



Revenue increased 9%, or $1.0 million, to $12.8 million for the quarter ended March 31, 2005 from $11.8 million for the same period in 2004. This increase was primarily due to additional research funding from
collaborations, and increased product-related revenue. Included in revenue for the quarter ended March 31, 2004 was approximately $1.0 million related to the amortization of an exclusivity fee received from Syngenta, which was fully amortized in
2004. Product-related revenue for the quarter ended March 31, 2005 increased 91% to $1.6 million from $0.8 million for the same quarter in 2004. Revenues have historically fluctuated from period to period and likely will continue to fluctuate
substantially in the future based upon the timing and composition of funding under existing and future collaboration agreements and grants and expected increases in product sales based upon new product introductions and regulatory approval
timelines. Revenue from collaborations accounted for 72% and 74% of total revenue for the quarters ended March 31, 2005 and 2004.



Cost of Goods Sold



Cost of goods sold includes manufacturing and other costs associated with our product-related revenues. For the quarter ended March 31, 2005, these costs increased $1.1 million to $1.7 million, or 203%, compared to
$0.6 million for the same quarter in the prior year. This increase resulted from higher product-related revenue. Cost of goods sold was 109% of product-related revenues in the quarter ended March 31, 2005, compared to 69% of product-related revenues
for the same quarter in 2004. The increase in cost of goods sold as a percentage of product-related revenue resulted from the mix of products sold, the recognition of a reserve for inventory obsolescence and sales threshold requirements that will
trigger future profit sharing on our recently introduced partnered phytase products. We expect that the cost of goods sold will decrease as a percentage of product-related revenue as our product-related revenues increase. However, this is dependent
upon the mix of product-related sales as the cost of goods sold varies from product to product.



Research and Development Expenses



Research and development expenses consist primarily of costs associated with internal development of our technologies and our product candidates and costs associated with research activities performed on behalf of our collaborators. We
track our researchers time by type of project. However, we do not track other research and development costs by project; rather, we track these costs by the type of cost incurred.



For the quarter ended March 31, 2005, we estimate that approximately 61% of our research and development personnel costs, based upon hours
incurred, were spent on research activities funded by our collaborators and grants, and that 39% were spent on internal product and technology development. Our research and development expenses increased $1.8 million, or 10%, to $19.5 million for
the quarter ended March 31, 2005 from $17.7 million for the same quarter in 2004. The increase was primarily due to an increase of $2.1 million for outside services related to work performed on behalf of our collaborators and pre-clinical costs
associated with our internal pharmaceutical development programs.



Our research
and development staff decreased to 269 at March 31, 2005 from 302 at March 31, 2004. The decrease in staff was primarily due to a realignment of our workforce in late 2004 to more closely focus on the sales and marketing of our new and existing
products and the development of other product candidates.



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Research and development direct costs and unallocated costs incurred by type of project during the quarters ended March
31, 2005 and 2004 were as follows (in thousands):



|                     |  |                             |        |      |   |       
|-------------------- |  | --------------------------- | ------ | ---- | - | ------
|                     |  | THREE MONTHS ENDEDMARCH 31,
|                     |  | 2005                        |        | 2004
|Collaborations:      |  |                             |        |      |   |       
|Syngenta             |  | $                           | 1,525  |      | $ | 2,669 
|Other                |  |                             | 1,521  |      |   | 676   
|                     |  |                             |        |      |   |       
|Total collaborations |  |                             | 3,046  |      |   | 3,345 
|Grants               |  |                             | 1,131  |      |   | 1,277 
|Internal development |  |                             | 2,696  |      |   | 3,293 
|Unallocated          |  |                             | 12,602 |      |   | 9,761 
|                     |  |                             |        |      |   |       
|                     |  | $                           | 19,475 |      | $ | 17,676
|                     |  |                             |        |      |   |       



Research and development costs based
upon type of cost incurred for the quarters ended March 31, 2005 and 2004 were as follows (in thousands):



|                           |  |                             |        |      |   |       
|-------------------------- |  | --------------------------- | ------ | ---- | - | ------
|                           |  | THREE MONTHS ENDEDMARCH 31,
|                           |  | 2005                        |        | 2004
|Personnel related          |  | $                           | 6,873  |      | $ | 7,915 
|Laboratory and supplies    |  |                             | 1,897  |      |   | 2,208 
|Outside services           |  |                             | 3,556  |      |   | 1,246 
|Equipment and depreciation |  |                             | 2,322  |      |   | 2,212 
|Facilities and other       |  |                             | 4,827  |      |   | 4,095 
|                           |  |                             |        |      |   |       
|                           |  | $                           | 19,475 |      | $ | 17,676
|                           |  |                             |        |      |   |       



We have only recently launched our
first products. Additionally, we have several product candidates in various stages of research related to collaborations and grants as well as internally developed products. It can take many years from the initial decision to perform research
through development until products, if any, are ultimately marketed. The outcome of research is unknown until each stage of testing is completed, up through and including clinical trials and regulatory approvals. Accordingly we are unable to predict
which potential product candidates we may proceed with, the time and costs to complete development, and ultimately whether we will have any products approved by the appropriate regulatory bodies. The various risks associated with our research and
development activities are discussed more fully in our risk factors.



Selling, General and Administrative Expenses



Selling, general
and administrative expenses decreased $0.2 million or 7%, to $3.0 million for the quarter ended March 31, 2005 from $3.2 million for the same period in 2004. This decrease was primarily attributable to a decrease in administrative headcount
partially offset by an increase in sales and marketing headcount.



Non-cash,
Stock-based Compensation



Non-cash, stock-based compensation results from
the granting of restricted stock awards to the Companys employees. The restricted stock is amortized to expense over the vesting period of four years.



Amortization of Acquired Intangible Assets



Amortization of acquired intangible assets, which aggregated to $0.7 million for each of the quarters ended March 31, 2005 and 2004, results primarily from the
acquisition, in February 2003, of certain intellectual property rights licensed from Syngenta that are being amortized over 15 years.



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Interest and Other Income, Net



Interest and other income, net, for the quarter ended March 31, 2005 was $0.1 million, compared to $0.2 million for the same period in 2004.
The decrease was primarily due to lower interest income as a result of lower cash balances.



Liquidity and Capital Resources



Since
inception, we have financed our business primarily through the sale of common and preferred stock and funding from strategic partners and government grants. Our strategic partners and funding from grants have provided us with $197.8 million in
funding from our inception through March 31, 2005, and are also committed to fund at least an additional $98.2 million through 2010, of which $6.6 million is included in deferred revenue. Future committed funding is subject to our performance under
existing agreements, and excludes milestone payments, license and commercialization fees, and royalties or profit sharing. Our future committed funding is concentrated within a limited number of collaborators. Our failure to successfully maintain
our relationship with these collaborators could have a material adverse impact on our operating results and financial condition.



As of March 31, 2005, we had cash, cash equivalents, and short-term investments of approximately $84.5 million. Our short-term investments as of such date consisted of
U.S. Treasury and government agency obligations and investment-grade corporate obligations. Historically, we have funded our capital equipment purchases through available cash, capital leases and equipment financing line of credit agreements.



During 2002, we entered into a manufacturing agreement with Fermic, S.A. de
C.V. to provide us with commercial quantities of certain enzyme products. Under the terms of the agreement, we are required to fund certain equipment required for fermentation and downstream processing of the products. Through March 31, 2005, we had
incurred costs of approximately $8.9 million for equipment related to this agreement. During the remainder of 2005, we anticipate funding approximately $2.7 million in additional equipment costs related to the manufacturing agreement. As we continue
to develop our pharmaceutical platforms, we will be required to purchase additional capital equipment under this agreement.



We anticipate the cost of capital equipment required to support the ongoing needs of our existing research will be approximately $5.0 million for the remainder of 2005.
We anticipate funding our capital requirements for the remainder of 2005 with new financing arrangements, if available on satisfactory terms, and with available cash.



Our operating activities used cash of $12.1 million for the three months ended March 31, 2005. Our cash used by operating activities
consisted primarily of cash used to fund our net loss of $12.0 million and payments against liabilities of $2.7 million, partially offset by depreciation and amortization of $4.5 million.



Our investing activities provided cash of $7.4 million for the three months ended March 31, 2005. Our investing activities consisted
primarily of a net decrease in short-term investments of $9.6 million to fund operations, partially offset by purchases of property and equipment of $2.3 million.



Our financing activities provided cash of $0.7 million for the three months ended March 31, 2005. Our financing activities consisted
primarily of borrowings under notes payable of $1.9 million and proceeds from the sale of common stock under our Employee Stock Purchase Plan and from the exercise of stock options of $1.7 million, partially offset by payments on notes payable and
capital leases of $2.8 million.



The following table summarizes our contractual
obligations at March 31, 2005 (in thousands):



|                                |  |       |        |                 |   |           |  |           |        |               |   |        |  |   |       
|------------------------------- |  | ----- | ------ | --------------- | - | --------- |  | --------- | ------ | ------------- | - | ------ |  | - | ------
|                                |  | Total |        | Less Than1 Year |   | 1-3 Years |  | 3-5 Years |        | After 5 Years
|Contractual Obligations         |  |       |        |                 |   |           |  |           |        |               |   |        |  |   |       
|Long-term debt                  |  | $     | 16,742 |                 | $ | 7,998     |  | $         | 8,240  |               | $ | 504    |  | $ |      
|Capital lease obligations       |  |       | 81     |                 |   | 81        |  |           |       |               |   |       |  |   |      
|Operating leases                |  |       | 58,461 |                 |   | 4,455     |  |           | 9,373  |               |   | 10,029 |  |   | 34,604
|Fermic-related obligations      |  |       | 15,660 |                 |   | 2,700     |  |           | 12,960 |               |   |       |  |   |      
|License and research agreements |  |       | 1,984  |                 |   | 474       |  |           | 710    |               |   | 375    |  |   | 425   
|                                |  |       |        |                 |   |           |  |           |        |               |   |        |  |   |       
|Total Contractual Obligations   |  | $     | 92,928 |                 | $ | 15,708    |  | $         | 31,283 |               | $ | 10,908 |  | $ | 35,029
|                                |  |       |        |                 |   |           |  |           |        |               |   |        |  |   |       



We expect that our current cash and
cash equivalents, short-term investments, and funding from existing collaborations and grants will be sufficient to fund our working and other capital requirements for at least the next two years, including amounts required to fund internal research
and development and enhancements of our core technologies, as well as the potential costs of acquiring businesses, technologies, or products that we believe are a strategic fit with our business. This estimate is a forward-looking statement that



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involves risks and uncertainties. Our future capital requirements and the adequacy of our available funds will depend on many factors, including scientific
progress in our research and development programs, the magnitude of those programs, our ability to maintain our collaborations and achieve milestones under them and our ability to establish new collaborative relationships, our ability, alone or with
our collaborative partners, to commercialize products successfully, and competing technological and market developments. Therefore, it is possible that we may seek additional financing in the future, whether through private or public equity
offerings, debt financings, or collaborations, which may not be available on terms favorable to us, if at all. In addition, if we enter into financing arrangements in the future, such arrangements could dilute our stockholders ownership
interests and adversely affect their rights.



Critical Accounting Policies



Our discussion and analysis of our financial condition
and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires management
to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. On an ongoing basis, we evaluate these estimates, including those related to revenue recognition, long-lived
assets, accrued liabilities, and income taxes. These estimates are based on historical experience, information received from third parties, and on various other assumptions that are believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



We believe the following critical accounting policies affect the significant
judgments and estimates used in the preparation of our consolidated financial statements.



Revenue Recognition



Revenue from research funding under our collaboration agreements is earned and recognized on a percentage of completion basis as research hours are incurred in accordance with the provisions of each agreement. Fees received to initiate
research projects are deferred and recognized over the project period. Fees received for exclusivity in a field are deferred and recognized over the period of exclusivity. Milestone payments are recognized when earned, as evidenced by written
acknowledgement from the collaborator, provided that (i) the milestone event is substantive and its achievement was not reasonably assured at the inception of the agreement, and (ii) our performance obligations after the milestone achievement will
continue to be funded by the collaborator at a level comparable to the level before the milestone achievement. Revenue from grants is recognized on a percentage of completion basis as related costs are incurred. Revenue from product sales is
recognized at the time of shipment to the customer. Product-related revenue includes product sales, manufacturing revenue, milestone and license payments related to commercialization of products, and royalties and profit sharing related to sales of
products. The percentage of completion basis of accounting requires us to estimate the number of hours remaining to complete each of our research projects under our collaborative agreements. Actual results could differ from those estimates, which
may affect the timing of the revenue we record from period to period.



Long-Lived Assets



We review long-lived
assets, including leasehold improvements, property and equipment, and acquired intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. This
requires us to estimate future cash flows related to these assets. Actual results could differ from those estimates, which may affect the carrying amount of assets and the related amortization expense. As of December 31, 2004, we had long-lived
assets with a net book value of $74.2 million.



Income Taxes



We record a valuation allowance to reduce our deferred tax assets to the
amount that is more likely than not to be realized. While we have considered future taxable income and ongoing tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be able to
realize our deferred tax assets in the future in excess of their net recorded amounts, an adjustment to the deferred tax assets would increase our income in the period such determination was made. Likewise, should we determine that we would not be
able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made. As of December 31, 2004, we had $80.0 million in gross deferred
tax assets, which were fully offset by a valuation allowance.



Inventories



We value inventory at the lower of cost (first in, first
out) or market value and, if necessary, reduce the value by an estimated allowance for excess and obsolete inventories. The determination of the need for an allowance is based on our review of inventories on hand compared to estimated future usage
and sales, as well as, judgments, quality control testing data, and assumptions about the likelihood of obsolescence.



Purchase Price Allocation



The purchase price for certain intellectual property rights licenses acquired from Syngenta and certain property and equipment acquired from TMRI was
allocated to the tangible and identifiable intangible assets acquired based on their estimated fair values at the acquisition date. An independent third-party valuation firm was engaged to assist in determining the fair values of in-process research
and development, identifiable intangible assets, and certain property, plant, and equipment. Such a valuation requires significant estimates and assumptions, including but not limited to: determining the timing and expected costs to complete the
in-process projects, estimating future cash flows from product sales resulting from in-process projects, and developing appropriate discount rates and probability rates by project. We believe the fair values assigned to the assets acquired and
liabilities assumed are based on reasonable assumptions.



Segment Reporting



Effective for fiscal 2005, the Company has determined
that it operates in two segments: drug discovery and bioscience products. Pursuant to the provisions of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, we will be required to report separate financial and
descriptive information about our reportable operating segments for the fiscal year ended December 31, 2005. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by
the chief operating decision maker in deciding how to allocate resources and in assessing performance. Generally, financial information is required to be reported on the basis that it is used internally for evaluating segment performance and
deciding how to allocate resources to segments. SFAS No. 131 does not apply to interim financial statements in the initial year of its application, but comparative information for interim periods in the initial year of application shall be reported
in financial statements for interim periods in the second year of application. As such, no segment disclosures have been included in the accompanying notes to the consolidated financial statements for the quarter ended March 31, 2005.



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RISK FACTORS RELATED TO OUR BUSINESS



Except for the historical information contained herein, this quarterly report on Form 10-Q contains forward-looking statements that
involve risks and uncertainties. Our actual results may differ materially from those discussed here. Factors that could cause or contribute to differences in our actual results include those discussed in the following section, as well as those
discussed in Part I, Item 2 entitled Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere throughout this quarterly report. You should consider carefully the following risk factors,
together with all of the other information included in this quarterly report on Form 10-Q. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an
investment in our common stock.



We have a history of net losses, we
expect to continue to incur net losses, and we may not achieve or maintain profitability.



We have incurred net losses since our inception, including a net loss of approximately $12.0 million for the quarter ended March 31, 2005. As of March 31, 2005, we had an accumulated deficit of approximately $212.5
million. We expect to incur additional losses for at least the next two years as we continue to develop independent products and as a result of our anticipated investment in additional preclinical and clinical infrastructure, as well as added
research and manufacturing development expenses for our internal product candidates. The extent of our future losses will depend, in part, on the rate of growth, if any, in our contract revenue, future product sales at profitable margins, and on the
level of our expenses. To date, most of our revenue has been derived from collaborations and grants, and we expect that a significant portion of our revenue for the remainder of 2005 will result from the same sources.



Future revenue from collaborations is uncertain because our ability to generate revenue will
depend upon our ability to enter into new collaborations and to meet research, development, and commercialization objectives under new and existing agreements. We expect to spend significant amounts to fund research and development and enhance our
core technologies. As a result, we expect that our operating expenses will increase in the near term, and, consequently, we will need to generate significant additional revenue to achieve profitability. In order for us to generate revenue, we must
not only retain our existing collaborations and/or attract new ones and achieve milestones under them, but we must also develop products or technologies that we or our partners choose to commercialize and that are commercially successful and from
which we can derive revenue through royalties. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.



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Because we are an early stage company developing and deploying new technologies, we may not be able to commercialize
our technologies or products, which could cause us to be unprofitable or cease operations.



You must evaluate our business in light of the uncertainties and complexities affecting an early stage biotechnology company. Our existing proprietary technologies are new and in the early stage of development. We may
not be successful in the commercial development of these or any further technologies or products. Successful products require significant development and investment, including testing, to demonstrate their cost-effectiveness prior to regulatory
approval and commercialization. To date, we have commercialized seven of our own products: Pyrolase160 enzyme, Pyrolase200 enzyme, Cottonaseenzyme, LuminasePB-100 enzyme, Bayovac®SRS, and blue and green fluorescent proteins. In addition four of our collaborative partners, Invitrogen Corporation, Danisco Animal
Nutrition, Givaudan Flavors Corporation, and Zymetrics, Inc., have incorporated our technologies or inventions into their own commercial products from which we can generate royalties. Because of these uncertainties, our discovery process may not
result in the identification of product candidates that we or our collaborative partners will successfully commercialize. If we are not able to use our technologies to discover new materials or products with significant commercial potential, we will
not be able to achieve our objectives or build a sustainable or profitable business.



We are dependent on our collaborative partners, and our failure to successfully manage our existing and future collaboration relationships could prevent us from developing and commercializing many of our products and achieving or
sustaining profitability.



We currently have strategic alliance agreements
and/or collaboration agreements with Amgen, BASF, Bayer Animal Health, Cargill Health and Food Technologies, The Dow Chemical Company, DSM Pharma Chemicals, DuPont Bio-Based Materials, Givaudan Flavors Corporation, GlaxoSmithKline plc, Invitrogen
Corporation, Medarex, Merck and Xoma. We also have formed a broad strategic relationship with Syngenta AG, a world-leading agribusiness company. For the quarter ended March 31, 2005, approximately 51% of our revenue was from affiliates of Syngenta
AG and a major portion of our future committed funding is also to be received from affiliates of Syngenta AG. We expect that a significant portion of any future revenue will be derived from our collaboration agreements. Since we do not currently
possess the resources necessary to independently develop and commercialize all of the potential products that may result from our technologies, we expect to continue to enter into, and in the near-term derive additional revenue from, strategic
alliance and collaboration agreements to develop and commercialize products. We will have limited or no control over the resources that any strategic partner or collaborator may devote to our partnered products. Any of our present or future
strategic partners or collaborators may fail to perform their obligations as expected. These strategic partners or collaborators may breach or terminate their agreements with us or otherwise fail to conduct their collaborative activities
successfully and in a timely manner. Further, our strategic partners or collaborators may not develop products arising out of our collaborative arrangements or devote sufficient resources to the development, manufacture, marketing, or sale of these
products. If any of these events occur, or we fail to enter into or maintain strategic alliance or collaboration agreements, we may not be able to commercialize our products, grow our business, or generate sufficient revenue to support our
operations. Our present or future strategic alliance and collaboration opportunities could be harmed if:



| |  |  | We do not achieve our research and development objectives under our strategic alliance and collaboration agreements;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | We develop products and processes or enter into additional strategic alliances or collaborations that conflict with the business objectives of our strategic partners or
collaborators;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We disagree with our strategic partners or collaborators as to rights to intellectual property we develop, or their research programs or commercialization activities;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are unable to successfully manage multiple simultaneous strategic alliances or collaborations;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | Our strategic partners or collaborators become competitors of ours or enter into collaborative agreements with our competitors;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our strategic partners or collaborators become less willing to expend their resources on research and development due to general market conditions or other circumstances beyond our
control;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consolidation in our target markets limits the number of potential strategic partners or collaborators; or
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | We are unable to negotiate additional agreements having terms satisfactory to us.
| | - |  | ---------------------------------------------------------------------------------



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If we are not successful in developing a commercial pharmaceutical product from the Sordarins antifungal program we
acquired from Glaxo Wellcome, S.A. in 2003, some of the anticipated benefits of the acquisition may not be realized.



The process of developing a commercial pharmaceutical product from the antifungal compounds we acquired from Glaxo Wellcome, S.A. in 2003 requires additional preclinical
testing and clinical trials, all of which are significantly expensive and time-consuming and may not result in a commercial product. We may experience numerous unforeseen events during or as a result of the testing process that could delay or
prevent testing or commercialization of any product, including the following:



| |  |  | We, our collaborators, if any, or regulators may suspend or terminate clinical trials if the participating subjects or patients are being exposed to unacceptable health risks;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We may have to delay clinical trials as a result of scheduling conflicts with participating clinicians and clinical institutions, or difficulties in identifying and enrolling
patients who meet trial eligibility criteria;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Safety and efficacy results attained in preclinical studies or early human clinical trials may not be conclusive or indicative of results that are obtained in later clinical trials;
and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The effects our antifungal compounds have may not be the desired effects or may include undesirable side effects or other characteristics that preclude regulatory approval or limit
their market acceptance and commercial use if ever approved.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If
any of these events lead to a delay in, or lead us to discontinue, further development or commercialization of any product candidate, the anticipated benefits of our acquisition of the antifungal program would not be realized.



We do not have the capacity to manufacture products on a commercial scale. If we are
unable to access the capacity to manufacture products in sufficient quantity, we may not be able to commercialize our products or generate significant sales.



We have only limited experience in enzyme manufacturing, and we do not have our own capacity to manufacture products on a commercial scale.
We expect to be dependent to a significant extent on third parties for commercial scale manufacturing of our products. We have arrangements with third parties that have the required manufacturing equipment and available capacity to manufacture
Pyrolase160 enzyme, Pyrolase200 enzyme, Quantum phytase, PhyzymeXP, Cottonaseenzyme, and LuminasePB-100 enzyme
under our direction and oversight. While we have our own pilot development facility, we continue to depend on third parties for large-scale commercial manufacturing. Additionally, one of our third party manufacturers is located in a foreign country.
Any difficulties or interruptions of service with our third party manufacturers or our own pilot manufacturing facility could disrupt our research and development efforts, delay our commercialization of products, and harm our relationships with our
strategic partners, collaborators or customers.



We have only limited
experience in independently developing, manufacturing, marketing, selling, and distributing commercial products.



We intend to pursue some product opportunities independently. We currently have only limited resources and capability to develop, manufacture, market, sell, or distribute
products on a commercial scale. We willdetermine which products to pursue independently based on various criteria, including: investment required, estimated time to market, regulatory hurdles, infrastructure requirements, and industry-specific
expertise necessary for successful commercialization. At any time, we may modify our strategy and pursue collaborations for the development and commercialization of some products that we had intended to pursue independently. We may pursue products
that ultimately require more resources than we anticipate or which may be technically unsuccessful. In order for us to commercialize these products directly, we would need to establish or obtain through outsourcing arrangements the capability to
develop, manufacture, market, sell, and distribute products. If we are unable to successfully commercialize products resulting from our internal product development efforts, we will continue to incur losses. Even if we successfully develop a
commercial product, we may not generate significant sales and achieve profitability.



Ethical, legal, and social concerns about genetically engineered products could limit or prevent the use of our products and technologies and limit our revenue.



Some of our anticipated products are genetically engineered. If we and/or our collaborators are not able to overcome the ethical, legal, and
social concerns relating to genetic engineering, our products may not be accepted. Any of the risks discussed below could result in expenses, delays, or other impediments to our programs or the public acceptance and commercialization of products
dependent on our technologies or inventions. Our ability to develop and commercialize one or more of our technologies and products could be limited by the following factors:



| |  |  | Public attitudes about the safety and environmental hazards of, and ethical concerns over, genetic research and genetically engineered products, which could influence public
acceptance of our technologies and products;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Public attitudes regarding, and potential changes to laws governing, ownership of genetic material, which could harm our intellectual property rights with respect to our genetic
material and discourage collaborative partners from supporting, developing, or commercializing our products and technologies; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Governmental reaction to negative publicity concerning genetically modified organisms, which could result in greater government regulation of genetic research and derivative
products, including labeling requirements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The subject of
genetically modified organisms has received negative publicity, which has aroused public debate. The adverse publicity could lead to greater regulation and trade restrictions on imports of genetically altered products.



If we are unable to continue to collect genetic material from diverse natural
environments, our research and development efforts and our product development programs could be harmed.



We collect genetic material from organisms found in diverse environments. We collect material from government-owned land in foreign countries and in areas of the United States under formal resource access agreements
and from private lands under individual agreements with private landowners. If our access to materials under biodiversity access agreements or other arrangements is reduced or terminates, it could harm our internal and our collaborative research and
development efforts. We also collect samples from other environments where agreements are currently not required, such as the deep sea. All of our agreements with foreign countries expire in 2008 or earlier, are renewable, and are all subject to
earlier termination. We have voluntarily ceased collections of further samples in Yellowstone National Park pending the parks resolution of collection guidelines.



Our ability to compete may decline if we do not adequately protect our proprietary technologies or if we lose some of our intellectual
property rights due to becoming involved in expensive lawsuits or administrative proceedings.



Our success depends in part on our ability to obtain patents and maintain adequate protection of our other intellectual property for our technologies and products in the United States and other countries. 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 in protecting their proprietary rights in these foreign countries. These problems
can be caused by, for example, an absence of rules and methods for defending intellectual property rights.



Our commercial success depends in part on not infringing patents and proprietary rights of third parties, and not breaching any licenses or other agreements that we have entered into with regard to our technologies,
products, and business. The patent positions of biotechnology companies, including our patent position, involve complex legal and factual questions and, therefore, enforceability cannot be predicted with certainty. We will apply for patents covering
both our technologies and products as we deem appropriate. Patents, if issued, may be challenged, invalidated, or circumvented. We cannot be sure that relevant patents have not been issued that could block our ability to obtain patents or to operate
as we would like. Others may develop similar technologies or duplicate technologies developed by us. There may be patents in some countries that, if valid, may block our ability to commercialize products in these countries if we infringe these
patents or are unsuccessful in acquiring rights to them. There also may be claims in published patent applications in some countries that, if granted and valid, may block our ability to commercialize products in these countries if we infringe these
patent claims or are unable to license them.



As disclosed in our Annual Report
on Form 10-K for the year ended December, 31, 2004, an interference proceeding was declared in the U.S. Patent and Trademark Office in 2004 between a U.S. patent assigned to us and a pending U.S. patent owned by another company with allowable claims
directed to optimization of immunomodulatory genetic vaccines. Other than this interference proceeding, we are not currently a party to any litigation with regard to our patent position. However, the biotechnology industry is characterized by
extensive litigation regarding patents and other intellectual property rights. Many biotechnology companies have employed intellectual property litigation as a way to gain a competitive advantage. If we became involved in litigation or interference
proceedings declared by the U.S. Patent and Trademark Office, or oppositions or other intellectual property proceedings outside of the United States, to defend our intellectual property rights or as a result of alleged infringement of the rights of
others, we might have to spend significant amounts of money. We are aware of a significant number of patents and patent applications relating to aspects of our technologies filed by, and issued to, third parties. Should any of our competitors have
filed patent applications or obtained patents that claim inventions also claimed by us, we may have to participate in an interference proceeding declared by the relevant patent regulatory agency to determine priority of invention and, thus, the
right to a patent for these inventions in the United States. Such a proceeding, like the one described above, could result in substantial cost to us even if the outcome is favorable. Even if successful on priority grounds, an interference may result
in loss of claims based on patentability grounds raised in the interference. The litigation or proceedings could divert our managements time and efforts. Even unsuccessful claims could result in significant legal fees and other expenses,
diversion of management time, and disruption in our business. Uncertainties resulting from initiation and continuation of any patent or related litigation could harm our ability to compete.



An adverse ruling arising out of any intellectual property dispute, including an adverse
decision as to the priority of our inventions, would undercut or invalidate our intellectual property position. An adverse ruling could also subject us to significant liability for



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damages, prevent us from using processes or products, or require us to negotiate licenses to disputed rights from third parties. Although patent and
intellectual property disputes in the biotechnology area are often settled through licensing or similar arrangements, costs associated with these arrangements may be substantial and could include ongoing royalties. Furthermore, necessary licenses
may not be available to us on satisfactory terms, if at all.



We may
encounter difficulties managing our growth, which could adversely affect our results of operations.



Our strategy includes entering into and working on simultaneous projects across multiple industries. As of March 31, 2005, we had 320 full-time employees. While we do not expect to significantly increase our headcount
in the near future, if we add more projects, it may place a strain on us. Our ability to effectively manage our operations, growth, and various projects requires us to continue to improve our operational, financial and management controls, reporting
systems and procedures and to attract and retain sufficient numbers of talented employees. We may not be able to successfully implement improvements to our management information and control systems in an efficient or timely manner. In addition, we
may discover deficiencies in existing systems and controls.



Confidentiality
agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.



In order to protect our proprietary technology and processes, we also rely in part on trade secret protection for our confidential and proprietary information. We have
taken security measures to protect our trade secrets and proprietary information. However, these measures may not provide adequate protection for our trade secrets or other proprietary information. Our policy is to execute confidentiality agreements
with our employees and consultants upon the commencement of an employment or consulting arrangement with us. These agreements generally require that all confidential information developed by the individual or made known to the individual by us
during the course of the individuals relationship with us be kept confidential and not disclosed to third parties. These agreements also generally provide that inventions conceived by the individual in the course of rendering services to us
shall be our exclusive property. There can be no assurance that our proprietary information will not be disclosed, that others will not independently develop substantially equivalent proprietary information and techniques or otherwise gain access to
our trade secrets, or that we can meaningfully protect our trade secrets. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection
could adversely affect our competitive business position.



Many potential
competitors who have greater resources and experience than we do may develop products and technologies that make ours obsolete.



The biotechnology industry is characterized by rapid technological change, and the area of gene research is a rapidly evolving field. Our future success will depend on
our ability to maintain a competitive position with respect to technological advances. Rapid technological development by others may result in our products and technologies becoming obsolete.



We face, and will continue to face, intense competition. We are not aware of another company
that has the scope and integration of technologies and processes that we have. There are, however, a number of companies who compete with us in various steps throughout our technology process. For example, Codexis, Maxygen, Inc., Evotec, and Xencor,
Inc. have alternative evolution technologies. Integrated Genomics Inc., Myriad Genetics, Inc., and ArQule, Inc. perform screening, sequencing, and/or bioinformatics services. Novozymes A/S and Genencor International Inc. are involved in development,
overexpression, fermentation, and purification of enzymes. Abgenix, Inc., Cambridge Antibody Technology, Medarex, Inc., and Morphosys AG are involved in the development of human monoclonal antibodies. A number of companies are marketing and selling
anti-fungal therapeutics and/or have anti-fungal therapies under clinical development, including, but not limited to, Bristol-Myers Squibb, Fujisawa Pharmaceutical Company, Johnson & Johnson, Novartis, Pfizer, Schering-Plough, Connetics
Corporation, Demegen, Gilead Sciences, Intermune, and Vicuron Pharmaceuticals. There are also a number of academic institutions involved in various phases of our technology process. Many of these competitors have significantly greater financial and
human resources than we do. These organizations may develop technologies that are superior alternatives to our technologies. Further, our competitors may be more effective at implementing their technologies for modifying DNA to develop commercial
products.



Any products that we develop through our technologies will compete
in multiple, highly competitive markets. Many of our potential competitors in these markets have substantially greater financial, technical, and marketing resources than we do and may succeed in developing products that would render our products or
those of our collaborators obsolete or noncompetitive. In addition, many of these competitors have significantly greater experience than we do in their respective fields. Our ability to compete successfully will depend on our ability to develop
proprietary products that reach the market in a timely manner and are technologically superior to and/or are less expensive than other products on the market. Current competitors or other companies may develop technologies and products that are more
effective than ours. Our technologies and products may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors. The existing approaches of our competitors or new
approaches or technology developed by our competitors may be more effective than those developed by us.



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Stringent laws and required government approvals could delay our introduction of products.



All phases, especially the field testing, production, and marketing, of our potential
products are subject to significant federal, state, local, and/or foreign governmental regulation. Regulatory agencies may not allow us to produce and/or market our products in a timely manner or under technically or commercially feasible
conditions, or at all, which could harm our business.



In the United States,
products for our target markets are regulated based on their application, by either the United States Food and Drug Administration, (FDA), the Environmental Protection Agency, (EPA), or, in the case of plants and animals, the
United States Department of Agriculture, (USDA). The FDA regulates drugs, food, and feed, as well as food additives, feed additives, and substances generally recognized as safe that are used in the processing of food or feed. While
substantially all of our projects to date have focused on non-human applications of our technologies and products outside of the FDAs review, in the future we expect to pursue collaborations for further research and development of drug
products for humans that would require FDA approval before they could be marketed in the United States. In addition, any drug product candidates must also be approved by the regulatory agencies of foreign governments before any product can be sold
in those countries. Under current FDA policy, our products, or products of our collaborative partners incorporating our technologies or inventions, to the extent that they come within the FDAs jurisdiction, may be subject to lengthy FDA
reviews and unfavorable FDA determinations if they raise safety questions which cannot be satisfactorily answered, if results from pre-clinical or clinical trials do not meet regulatory requirements or if they are deemed to be food additives whose
safety cannot be demonstrated. An unfavorable FDA ruling could be difficult to resolve and could prevent a product from being commercialized. Even after investing significant time and expenditures, we may not obtain regulatory approval for any drug
products. We have not submitted an investigational new drug application for any product candidate, and no drug product candidate developed with our technologies has been approved for commercialization in the United States or elsewhere. The EPA
regulates biologically derived chemical substances not within the FDAs jurisdiction. An unfavorable EPA ruling could delay commercialization or require modification of the production process resulting in higher manufacturing costs, thereby
making the product uneconomical. In addition, the USDA may prohibit genetically engineered plants from being grown and transported except under an exemption, or under controls so burdensome that commercialization becomes impracticable. Our future
products may not be exempted from regulation by the USDA.



The European
regulatory process for these classes of biologically derived products has been in a state of flux in the recent past, as the European Union attempts to replace country-by-country regulatory procedures with a consistent European Union regulatory
standard in each case. Some country-by-country regulatory oversight remains. Other than Japan, most other regions of the world generally find adequate for commercialization either United States or a European clearance together with associated data
and information for a new biologically derived product.



If we require
additional capital to fund our operations, we may need to enter into financing arrangements with unfavorable terms or which could adversely affect the ownership interest and rights of our common stockholders as compared to our other stockholders. If
such financing is not available, we may need to cease operations.



We
currently anticipate that our available cash resources, short-term investments, receivables, and committed funding from collaborative partners and government grants will be sufficient to meet our capital requirements for at least the next two years.
However, we would use a significant amount of our cash to successfully develop a compound into a marketed drug.



Our capital requirements depend on several factors, including:



| |  |  | The level of research and development investment required to maintain our technology leadership position;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Costs for pre-clinical and clinical development;
| | - |  | ------------------------------------------------



| |  |  | Our ability to enter into new agreements with collaborative partners or to extend the terms of our existing collaborative agreements, and the terms of any agreement of this type;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The success rate of our discovery efforts associated with milestones and royalties;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | Our ability to successfully commercialize products developed independently and the demand for such products;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | The timing and willingness of strategic partners and collaborators to commercialize our products that would result in royalties;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | Costs of recruiting and retaining qualified personnel; and
| | - |  | ----------------------------------------------------------



| |  |  | Our need to acquire or license complementary technologies or acquire complementary businesses.
| | - |  | ----------------------------------------------------------------------------------------------



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If additional capital is required to operate our business, we cannot assure you that additional financing will be
available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, our ability to fund our operations, take advantage of opportunities, develop products or technologies, or otherwise respond
to competitive pressures could be significantly limited. In addition, if financing is not available, we may need to cease operations.



If we raise additional funds through the issuance of equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience
additional dilution or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If we raise additional funds through the issuance of debt securities, such debt securities would have
rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations.



We expect that our quarterly results of operations will fluctuate, and this fluctuation could cause our stock price to decline, causing investor losses.



Our quarterly operating results have fluctuated in the past and are
likely to do so in the future. These fluctuations could cause our stock price to fluctuate significantly or decline. Revenue in future periods may be greater or less than revenue in the immediately preceding period or in the comparable period of the
prior year. Some of the factors that could cause our operating results to fluctuate include:



| |  |  | Termination of strategic alliances and collaborations;
| | - |  | ------------------------------------------------------



| |  |  | The success rate of our discovery efforts associated with milestones and royalties;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | The ability and willingness of strategic partners and collaborators to commercialize, market, and sell royalty-bearing products on expected timelines;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our ability to enter into new agreements with strategic partners and collaborators or to extend the terms of our existing strategic alliance agreements and collaborations, and the
terms of any agreement of this type;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our ability to successfully satisfy all pertinent regulatory requirements;
| | - |  | --------------------------------------------------------------------------



| |  |  | Our ability to successfully commercialize products developed independently and the demand for such products; and
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | General and industry specific economic conditions, which may affect our collaborative partners research and development expenditures.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



If revenue declines or does not grow as anticipated due to the expiration of strategic
alliance or collaboration agreements, failure to obtain new agreements or grants, lower than expected royalty payments, or other factors, we may not be able to correspondingly reduce our operating expenses. A large portion of our expenses, including
expenses for facilities, equipment and personnel, are relatively fixed. Failure to achieve anticipated levels of revenue could therefore significantly harm our operating results for a particular fiscal period.



Due to the possibility of fluctuations in our revenue and expenses, we believe that
quarter-to-quarter comparisons of our operating results are not a good indication of our future performance. Our operating results in some quarters may not meet the expectations of stock market analysts and investors. In that case, our stock price
would probably decline.



If we lose our key personnel or are unable to
attract and retain qualified personnel as necessary, it could delay our product development programs and harm our research and development efforts.



Our success depends to a significant degree upon the continued contributions of our executive officers, management, and scientific staff. If we lose the services of one
or more of these people, we may be unable to achieve our business objectives and our stock price could decline. We may not be able to attract or retain qualified employees in the future due to the intense competition for qualified personnel among
biotechnology and other technology-based businesses, particularly in the San Diego area. If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience constraints that will adversely affect
our ability to meet the demands of our collaborative partners in a timely fashion or to support our internal research and development programs. In particular, our product development programs depend on our ability to attract and retain highly
skilled scientists, including molecular biologists, biochemists, and engineers. Although we believe we will be successful in attracting and retaining qualified personnel, competition for experienced scientists and other technical personnel from
numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms. All of our employees are at-will employees, which mean that either the employee or we may terminate their employment at any time.



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Our planned activities will require additional expertise in specific industries and areas applicable to the products
developed through our technologies. These activities will require the addition of new personnel, including management, and the development of additional expertise by existing management personnel. The inability to acquire these services or to
develop this expertise could impair the growth, if any, of our business.



If
we engage in any acquisitions, we will incur a variety of costs and may potentially face numerous other risks that could adversely affect our business operations.



During 2003, we consummated a series of transactions with Syngenta and TMRI that involved, in part, our acquiring certain property and
equipment from TMRI, and we purchased an antifungal program from Glaxo Wellcome, S.A. If appropriate opportunities become available, we may consider acquiring businesses, assets, technologies, products, or personnel that we believe are a strategic
fit with our business. We currently have no commitments or agreements with respect to any material acquisitions. If we do pursue such a strategy, we could



| |  |  | Issue equity securities which would dilute current stockholders percentage ownership;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | Incur substantial debt; or
| | - |  | --------------------------



| |  |  | Assume liabilities.
| | - |  | -------------------



We may not be able to successfully integrate any businesses, assets, technologies, products, or personnel that we might acquire in the future without a significant expenditure of operating, financial, and management
resources, if at all. In addition, future acquisitions might negatively impact our business relations with our collaborative partners. Further, recent accounting changes could result in a negative impact on our results of operations, as well as the
resulting cost of the acquisition. Any of these adverse consequences could harm our business.



We may be sued for product liability.



We may be held liable if any product we develop, or any product which is made with the use of any of our technologies, causes injury or is found otherwise unsuitable during product testing, manufacturing, marketing, or sale. We currently
have limited product liability insurance that may not fully cover our potential liabilities. In addition, if we attempt to obtain additional product liability insurance coverage, this additional insurance may be prohibitively expensive, or may not
fully cover our potential liabilities. Inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of products developed by
us or our collaborative partners. If we are sued for any injury caused by our products, our liability could exceed our total assets.



We are subject to anti-takeover provisions in our certificate of incorporation, bylaws, and Delaware law and have adopted a shareholder rights plan that could delay or
prevent an acquisition of our company, even if the acquisition would be beneficial to our stockholders.



Provisions of our certificate of incorporation, our bylaws and Delaware law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. In addition, we
adopted a share purchase rights plan that has anti-takeover effects. The rights under the plan will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our board of directors. The rights should not
interfere with any merger or other business combination approved by our board, since the rights may be amended to permit such an acquisition or may be redeemed by us. These provisions in our charter documents, under Delaware law, and in our rights
plan could discourage potential takeover attempts and could adversely affect the market price of our common stock. Because of these provisions, our common stockholders might not be able to receive a premium on their investment.



Our stock price has been and may continue to be particularly volatile because of the
industry we are in.



The stock market, from time to time, has experienced
significant price and volume fluctuations that are unrelated to the operating performance of companies. The market prices of technology companies, particularly life science companies, have been highly volatile. Our stock has been and may continue to
be affected by this type of market volatility, as well as by our own performance. The following factors, among other risk factors, may have a significant effect on the market price of our common stock:



| |  |  | Developments in our relationships with current or future strategic partners and collaborators;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | Announcements of technological innovations or new products by us or our competitors;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Developments in patent or other proprietary rights;
| | - |  | ---------------------------------------------------



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| |  |  | Our ability to access genetic material from diverse ecological environments and practice our technologies;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | Future royalties from product sales, if any, by our collaborative partners;
| | - |  | ---------------------------------------------------------------------------



| |  |  | Fluctuations in our operating results;
| | - |  | --------------------------------------



| |  |  | Litigation;
| | - |  | -----------



| |  |  | Developments in domestic and international governmental policy or regulation; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Economic and other external factors or other disaster or crisis.
| | - |  | ----------------------------------------------------------------



Concentration of ownership among our executive officers, directors and principal stockholders may prevent other stockholders from influencing significant corporate
decisions and depress our stock price.



Our executive officers, directors,
and stockholders with at least 5% of our stock together beneficially owned approximately 46.9% of our outstanding common stock as of April 29, 2005. If these officers, directors, and principal stockholders act together, they will be able to exert a
significant degree of influence over our management and affairs and over matters requiring stockholder approval, including the election of directors and approval of mergers or other business combination transactions. In addition, as of April 29,
2005, Syngenta and its affiliates beneficially owned approximately 18.1% of our outstanding common stock, and by themselves will be able to exert a significant degree of influence over our management and affairs and over matters requiring
stockholder approval. The interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders. For instance, executive officers, directors, and principal stockholders, acting together, could
cause us to enter into transactions or agreements that we would not otherwise consider. Similarly, this concentration of ownership may have the effect of delaying or preventing a change in control of our company otherwise favored by our other
stockholders. This concentration of ownership could depress our stock price.



We use hazardous materials in our business and any claims relating to improper handling, storage, or disposal of these materials could be time consuming and costly.



Our research and development processes involve the controlled use of hazardous materials, including chemical, radioactive, and biological
materials. Our operations also produce hazardous waste products. We cannot eliminate entirely the risk of accidental contamination or discharge and any resultant injury from these materials. Federal, state, and local laws and regulations govern the
use, manufacture, storage, handling, and disposal of these materials. We may be sued for any injury or contamination that results from our use or the use by third parties of these materials, and our liability may exceed our total assets. In
addition, compliance with applicable environmental laws and regulations may be expensive, and current or future environmental regulations may impair our research, development, or production efforts.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------



Our exposure to market risk is limited to interest rate risk and, to a lesser extent, foreign currency risk. Our exposure to changes in interest rates relates primarily
to the increase or decrease in the amount of interest income we can earn on our investment portfolio and on the increase or decrease in the amount of interest expense we must pay with respect to our various outstanding debt instruments. Our risk
associated with fluctuating interest expense is limited to our future financings, including any future equipment financing line of credit agreements, the interest rates under which are expected to be closely tied to market rates. Our risk associated
with fluctuating interest income is limited to our investments in interest rate sensitive financial instruments. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. We ensure
the safety and preservation of our invested principal funds by limiting default risk, market risk, and reinvestment risk. We mitigate default risk by investing in short-term investment grade securities and limiting the amount invested in any single
security. We mitigate market risk by maintaining an average maturity of less than one year for our investments. We mitigate reinvestment risk by investing in securities with varying maturity dates. A hypothetical 100 basis point adverse move in
interest rates along the entire interest rate yield curve would have decreased the fair value of our interest sensitive financial instruments at March 31, 2005 and December 31, 2004 by $0.5 million. Declines in interest rates over time will reduce
our interest income, while increases in interest rates over time will increase our interest expense. In connection with one of our research collaborations, we engage third parties to provide various services. Certain of these services result in
obligations that are denominated in other than U.S. dollars. Foreign currency risk is minimized due because the amount of such obligations is not material. Additionally, the collaboration under which such services are performed provides for
reimbursement of such costs in U.S. dollars.



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|Item 4. | Controls and Procedures
|------- | -----------------------



Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our
Chief Executive Officer (CEO), who is our principal executive officer, and Chief Financial Officer (CFO), who is our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such
term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this
evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.



There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumventions
or overriding of controls. Consequently, even effective internal controls can only provide reasonable assurances with respect to any disclosure controls and procedures and internal control over financial statement preparation and presentation.



Changes in Internal Control over Financial Reporting. Our CEO and CFO
also evaluated whether a change had occurred in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting. Based on such evaluation, such officers have concluded that there was no change in our internal control over financial reporting that occurred during our most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



In December 2002, we and certain of our officers and directors were named as defendants in a class action shareholder complaint filed in the United States District Court for the Southern District of New York, now
captioned In re Diversa Corp. Initial Public Offering Sec. Litig., Case No. 02-CV-9699. In the amended complaint, the plaintiffs allege that we and certain of our officers and directors, and the underwriters (the Underwriters) of our
initial public offering, (the IPO), violated Sections 11 and 15 of the Securities Act of 1933, as amended, based on allegations that our registration statement and prospectus prepared in connection with our IPO failed to disclose
material facts regarding the compensation to be received by, and the stock allocation practices of, the Underwriters. The complaint also contains claims for violation of Sections 10(b) and 20 of the Exchange Act based on allegations that this
omission constituted a deceit on investors. The plaintiffs seek unspecified monetary damages and other relief. This action is related to In re Initial Public Offering Sec. Litig., Case No. 21 MC 92, in which similar complaints were filed by
plaintiffs (the Plaintiffs) against hundreds of other public companies (collectively, the Issuers) that conducted IPOs of their common stock in the late 1990s and 2000 (collectively, the IPO Cases). On January 7,
2003, the IPO Case against us was assigned to United States Judge Shira Scheindlin of the Southern District of New York, before whom the IPO Cases have been consolidated for pretrial purposes.



In February 2003, the Court issued a decision denying the motion to dismiss the Sections 11
and 15 claims against us and our officers and directors, and granting the motion to dismiss the Section 10(b) claim against us without leave to amend. The Court similarly dismissed the Sections 10(b) and 20 claims against two of our officers and
directors without leave to amend, but denied the motion to dismiss these claims against one officer/director.



In June 2003, Issuers and Plaintiffs reached a tentative settlement agreement and entered into a memorandum of understanding providing for, among other things, a dismissal with prejudice and full release of the
Issuers and their officers and directors from all further liability resulting from Plaintiffs claims, and the assignment to Plaintiffs of certain potential claims that the Issuers may have against the Underwriters. The tentative settlement
also provides that, in the event that Plaintiffs ultimately recover less than a guaranteed sum of $1 billion from the Underwriters in the IPO Cases and related litigation, Plaintiffs would be entitled to payment by each participating Issuers
insurer of a pro rata share of any shortfall in the Plaintiffs guaranteed recovery. In the event, for example, the Plaintiffs recover nothing in judgment against the Underwriter defendants in the IPO Cases and the Issuers insurers
therefore become liable to the Plaintiffs for an aggregate of $1 billion pursuant to the settlement proposal, the pro rata liability of our insurers, with respect to us, would be $4 million, assuming that 250 Issuers which approved the settlement
proposal, and their insurers, were operating and financially viable as of the settlement date. We are covered by a claims-made liability insurance policy which would satisfy our insurers pro rata liability described in this hypothetical
example.



In June 2004, we executed a settlement agreement with the plaintiffs
pursuant to the terms of the memorandum of understanding. On February 15, 2005, the Court issued a decision certifying a class action for settlement purposes and granting preliminary approval of the settlement subject to modification of certain bar
orders contemplated by the settlement. In addition, the settlement is still subject to statutory notice requirements and final judicial approval.



We are also, from time to time, subject to legal proceedings and claims which arise in the normal course of its business. In our opinion, the amount of ultimate liability
with respect to these actions will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows.



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|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------



Our Registration Statements on Form S-1 (File Nos. 333-92853 and 333-30290) relating to the initial IPO were declared effective by the Securities and Exchange Commission
on February 11 and February 14, 2000, respectively. Upon completion of our initial public offering, we received net proceeds of $184.5 million after underwriting discounts and expenses. Through March 31, 2005, approximately $15.2 million of the net
proceeds had been used to purchase property and equipment and approximately $85.0 million had been used for general corporate purposes. The balance is invested in cash equivalents and short-term investments.



|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------



None.



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



None.



|Item 5. | Other Information
|------- | -----------------



None.



|Item 6. | Exhibits
|------- | --------



(a)



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                            
|              | 
|3.1           |  | Amended and Restated Certificate of Incorporation.(1)                                                                                                                                                                                                                                                                                                                                                                             
|              | 
|3.2           |  | Amended and Restated Bylaws.(1)                                                                                                                                                                                                                                                                                                                                                                                                   
|              | 
|4.1           |  | Form of Common Stock Certificate of the Company.(2)                                                                                                                                                                                                                                                                                                                                                                               
|              | 
|4.2           |  | Rights Agreement by and between the Company and American Stock Transfer and Trust Company, as Rights Agent, dated as of December 13, 2000 (including the Form of Certificate of Designation of
Series A Junior Participating Preferred Stock attached thereto as Exhibit A, the Form of Right Certificate attached thereto as Exhibit B, and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibit C).(3)
|              | 
|4.3           |  | First Amendment to Rights Agreement by and between the Company and American Stock Transfer and Trust Company, as Rights Agent, dated as of December 2, 2002.(4)                                                                                                                                                                                                                                                                   
|              | 
|4.4           |  | The Companys Certificate of Designation of Series A Junior Participating Preferred Stock.(3)                                                                                                                                                                                                                                                                                                                                     
|              | 
|31.1          |  | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                         
|              | 
|31.2          |  | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                         
|              | 
|32            |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                    

---

|(1) | Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed with the Securities and Exchange Commission on May 12, 2000, and
incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Filed as an exhibit to the Companys Registration Statement on Form S-1 (File No. 333-92853) originally filed with the Securities and Exchange Commission on December 21, 1999,
as amended, and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Filed as an exhibit to the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 15, 2000, and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Filed as an exhibit to the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 4, 2002, and incorporated herein by reference
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

SIGNATURES



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



|                   |  |  |  |                                                                                         
|------------------ |  |  |  | ----------------------------------------------------------------------------------------
|                   |  |  |  | DIVERSA CORPORATION                                                                     
|                   |  | 
|Date: May 10, 2005 |  |  |  | /s/ Anthony E. Altig                                                                    
|                   |  |  |  | Anthony E. Altig                                                                        
|                   |  |  |  | Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer)



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