##### Table of Contents

---

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

---

Form 10-Q

|(Mark One)
|----------
|x         
|          
|          
|          
|o         

Commission File number 000-29173

DIVERSA CORPORATION

(Exact name of registrant as
specified in its charter)

|Delaware                                                             |  | 22-3297375                             
|-------------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization)       |  | (I.R.S. Employer Identification Number)
|                                                                     |  |                                        
|4955 Directors Place, San Diego, California                          |  | 92121                                  
|(Address of principal executive offices)                             |  | (Zip Code)                             
|                                                                     |  |                                        
|Registrants telephone number, including area code is (858) 526-5000

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 | o | No
|- | --- | - | --

The number of shares of the Registrants Common Stock outstanding as of October 31, 2002 was
35,759,805.

---



---

##### Table of Contents

DIVERSA CORPORATION INDEX

|                                  |                                                                                                    | Page No.
|--------------------------------- | -------------------------------------------------------------------------------------------------- | --------
|                                  |                                                                                                    |         
|PART I  -  
FINANCIAL INFORMATION |                                                                                                   
|                                  |                                                                                                   
|Item 1.                           | Financial Statements (Unaudited)                                                                   |         
|                                  |                                                                                                    |         
|                                  | Condensed Balance Sheets as of September 30, 2002 and December 31, 2001                            | 3       
|                                  | Condensed Statements of Operations for the three and nine months ended September 30, 2002 and 2001 | 4       
|                                  | Condensed Statements of Cash Flows for the nine months ended September 30, 2002 and 2001           | 5       
|                                  | Notes to Condensed Financial Statements                                                            | 6       
|                                  |                                                                                                    |         
|Item 2.                           | Managements Discussion and Analysis of Financial Condition and Results of Operations              | 7       
|                                  |                                                                                                    |         
|Item 3.                           | Quantitative and Qualitative Disclosures about Market Risk                                         | 27      
|                                  |                                                                                                    |         
|Item 4.                           | Controls and Procedures                                                                            | 27      
|                                  |                                                                                                    |         
|PART II -
OTHER INFORMATION       |                                                                                                   
|                                  |                                                                                                   
|Item 1.                           | Legal Proceedings                                                                                  | 28      
|Item 2.                           | Changes in Securities and Use of Proceeds                                                          | 28      
|Item 3.                           | Defaults Upon Senior Securities                                                                    | 28      
|Item 4.                           | Submission of Matters to a Vote of Securities Holders                                              | 28      
|Item 5.                           | Other Information                                                                                  | 28      
|Item 6.                           | Exhibits and Reports on Form 8-K                                                                   | 28      
|                                  |                                                                                                    |         
|SIGNATURES                        | 30                                                                                                
|CERTIFICATIONS                    | 30                                                                                                
|                                  |                                                                                                   

2



---

##### Table of Contents

PART I -
FINANCIAL INFORMATION Item 1.    
Financial Statements

DIVERSA CORPORATIONCONDENSED BALANCE SHEETS(In thousands, except share and per share amounts)

|                                                |                                                                                                                                                                                 | SEPTEMBER 30, 2002 |        | DECEMBER 31, 2001 |  
|----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------ | ----------------- | -
|                                                |                                                                                                                                                                                 |                    |        |                   |  
|                                                |                                                                                                                                                                                 | (Unaudited)        |        | (Note)            |  
|ASSETS                                          |                                                                                                                                                                                 |                    |        |                   |  
|Current assets:                                 |                                                                                                                                                                                 |                    |        |                   |  
|                                                | Cash and cash equivalents                                                                                                                                                       |                    | $      | 3,474             |  
|                                                | Short-term investments                                                                                                                                                          |                    |        | 160,436           |  
|                                                | Accounts receivable                                                                                                                                                             |                    |        | 3,975             |  
|                                                | Other current assets                                                                                                                                                            |                    |        | 1,691             |  
|                                                |                                                                                                                                                                                 |                    |        |                   |  
|                                                | Total current assets                                                                                                                                                            |                    |        | 169,576           |  
|Property and equipment, net                     |                                                                                                                                                                                 |                    | 27,230 |                   |  
|Acquired technology rights, net                 |                                                                                                                                                                                 |                    | 2,057  |                   |  
|Other assets                                    |                                                                                                                                                                                 |                    | 1,253  |                   |  
|                                                |                                                                                                                                                                                 |                    |        |                   |  
|                                                | Total assets                                                                                                                                                                    |                    | $      | 200,116           |  
|                                                |                                                                                                                                                                                 |                    |        |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY            |                                                                                                                                                                                 |                    |        |                   |  
|Current liabilities:                            |                                                                                                                                                                                 |                    |        |                   |  
|                                                | Accounts payable                                                                                                                                                                |                    | $      | 3,601             |  
|                                                | Accrued liabilities                                                                                                                                                             |                    |        | 2,778             |  
|                                                | Deferred revenue                                                                                                                                                                |                    |        | 6,369             |  
|                                                | Current portion of capital lease obligations                                                                                                                                    |                    |        | 1,041             |  
|                                                | Current portion of notes payable                                                                                                                                                |                    |        | 5,421             |  
|                                                |                                                                                                                                                                                 |                    |        |                   |  
|                                                | Total current liabilities                                                                                                                                                       |                    |        | 19,210            |  
|Deposit from sublessee                          |                                                                                                                                                                                 |                    | 135    |                   |  
|Capital lease obligations, less current portion |                                                                                                                                                                                 |                    | 812    |                   |  
|Notes payable, less current portion             |                                                                                                                                                                                 |                    | 10,954 |                   |  
|Long-term deferred revenue                      |                                                                                                                                                                                 |                    | 5,314  |                   |  
|Stockholders equity:                           |                                                                                                                                                                                 |                    |        |                   |  
|                                                | Common stock, $0.001 par value, 65,000,000 shares authorized, 35,759,805 and 35,500,802 shares issued and outstanding at September 30, 2002 and
December 31, 2001, respectively |                    |        | 36                |  
|                                                | Additional paid-in capital                                                                                                                                                      |                    |        | 265,121           |  
|                                                | Deferred compensation                                                                                                                                                           |                    |        | (229              | )
|                                                | Accumulated deficit                                                                                                                                                             |                    |        | (103,113          | )
|                                                | Accumulated other comprehensive income                                                                                                                                          |                    |        | 1,876             |  
|                                                |                                                                                                                                                                                 |                    |        |                   |  
|                                                | Total stockholders equity                                                                                                                                                      |                    |        | 163,691           |  
|                                                |                                                                                                                                                                                 |                    |        |                   |  
|                                                | Total liabilities and stockholders equity                                                                                                                                      |                    | $      | 200,116           |  
|                                                |                                                                                                                                                                                 |                    |        |                   |  
|                                                |                                                                                                                                                                                 |                    |        |                   |  

Note:  The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes
required by accounting principles generally accepted in the United States for complete financial statements.

See accompanying notes to condensed financial statements.

3



---

##### Table of Contents

DIVERSA CORPORATIONCONDENSED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited)

|                                                                               |                                     | THREE MONTHS ENDED SEPTEMBER 30, |        | NINE MONTHS ENDED SEPTEMBER 30, |  
|------------------------------------------------------------------------------ | ----------------------------------- | -------------------------------- | ------ | ------------------------------- | -
|                                                                               |                                     |                                  |        |                                 |  
|                                                                               |                                     | 2002                             |        | 2001                            |  
|                                                                               |                                     |                                  |        |                                 |  
|Revenue:                                                                       |                                     |                                  |        |                                 |  
|                                                                               | Collaborative                       |                                  | $      | 7,659                           |  
|                                                                               | Grant and product                   |                                  |        | 505                             |  
|                                                                               |                                     |                                  |        |                                 |  
|Total revenue                                                                  |                                     |                                  | 8,164  |                                 |  
|                                                                               |                                     |                                  |        |                                 |  
|Operating expenses:                                                            |                                     |                                  |        |                                 |  
|                                                                               | Research and development            |                                  |        | 12,236                          |  
|                                                                               | Selling, general and administrative |                                  |        | 2,778                           |  
|                                                                               | Non-cash, stock-based compensation  |                                  |        | 107                             |  
|                                                                               |                                     |                                  |        |                                 |  
|Total operating expenses                                                       |                                     |                                  | 15,121 |                                 |  
|                                                                               |                                     |                                  |        |                                 |  
|Loss from operations                                                           |                                     |                                  | (6,957 | )                               |  
|Interest and other income, net                                                 |                                     |                                  | 946    |                                 |  
|Equity in loss of joint venture                                                |                                     |                                  | (686   | )                               |  
|                                                                               |                                     |                                  |        |                                 |  
|Net loss                                                                       |                                     | $                                | (6,697 | )                               | $
|                                                                               |                                     |                                  |        |                                 |  
|Net loss per share, basic and diluted                                          |                                     | $                                | (0.19  | )                               | $
|Weighted average shares used in computing basic and diluted net loss per share |                                     |                                  | 35,691 |                                 |  

See accompanying notes to condensed financial statements.

4



---

##### Table of Contents

DIVERSA CORPORATIONCONDENSED STATEMENTS OF CASH FLOWS(In thousands) (Unaudited)

|                                                     |                                                                             | NINE MONTHS ENDED SEPTEMBER 30, |        
|---------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------- | -------
|                                                     |                                                                             |                                 |        
|                                                     |                                                                             | 2002                            |        
|                                                     |                                                                             |                                 |        
|Operating activities:                                |                                                                             |                                 |        
|                                                     | Net loss                                                                    |                                 | $      
|                                                     | Adjustments to reconcile net loss to net cash used in operating activities: |                                 |        
|                                                     | Depreciation and amortization                                               |                                 |        
|                                                     | Non-cash, stock-based compensation                                          |                                 |        
|                                                     | Unrealized loss on warrants held by the Company                             |                                 |        
|                                                     | Changes in operating assets and liabilities:                                |                                 |        
|                                                     | Accounts receivable                                                         |                                 |        
|                                                     | Other assets                                                                |                                 |        
|                                                     | Accounts payable and accrued expenses                                       |                                 |        
|                                                     | Deferred revenue                                                            |                                 |        
|                                                     |                                                                             |                                 |        
|                                                     | Net cash used in operating activities                                       |                                 |        
|                                                     |                                                                             |                                 |        
|Investing activities:                                |                                                                             |                                 |        
|                                                     | Purchases of short-term investments                                         |                                 |        
|                                                     | Sales and maturities of short-term investments                              |                                 |        
|                                                     | Purchases of property and equipment                                         |                                 |        
|                                                     | Other                                                                       |                                 |        
|                                                     |                                                                             |                                 |        
|                                                     | Net cash provided by (used in) investing activities                         |                                 |        
|                                                     |                                                                             |                                 |        
|Financing activities:                                |                                                                             |                                 |        
|                                                     | Net proceeds from sale of common stock                                      |                                 |        
|                                                     | Principal payments on capital leases                                        |                                 |        
|                                                     | Principal payments on notes payable                                         |                                 |        
|                                                     | Proceeds from notes payable                                                 |                                 |        
|                                                     |                                                                             |                                 |        
|                                                     | Net cash provided by financing activities                                   |                                 |        
|                                                     |                                                                             |                                 |        
|Net increase (decrease) in cash and cash equivalents |                                                                             |                                 | (65,916
|                                                     |                                                                             |                                 |        
|Cash and cash equivalents at beginning of period     |                                                                             |                                 | 69,390 
|                                                     |                                                                             |                                 |        
|Cash and cash equivalents at end of period           |                                                                             | $                               | 3,474  
|                                                     |                                                                             |                                 |        
|                                                     |                                                                             |                                 |        

See accompanying notes to condensed financial statements.

5



---

##### Table of Contents

DIVERSA CORPORATIONNOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

1.          Organization and Business

Diversa Corporation (the Company) was incorporated under the laws of the State of Delaware on December 21, 1992 and received initial funding to commence its operations in May 1994.  The Company is
directing its integrated portfolio of proprietary genomic technologies to the discovery, evolution, and production of commercially valuable molecules with pharmaceutical applications, such as monoclonal antibodies and orally active drugs, as well as
enzymes and small molecules with agricultural, chemical, and industrial applications.

2.          Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States for interim financial information. 
Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States 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 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, 2001.

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

3.          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:

(In thousands, except per share data)

|         |  | THREE MONTHS ENDED SEPTEMBER 30, |        | NINE MONTHS ENDED SEPTEMBER 30, |  
|-------- |  | -------------------------------- | ------ | ------------------------------- | -
|         |  |                                  |        |                                 |  
|         |  | 2002                             |        | 2001                            |  
|         |  |                                  |        |                                 |  
|Net loss |  | $                                | (6,697 | )                               | $

6



---

##### Table of Contents

|Net loss per share, basic and diluted                                          |  | $ | (0.19  | ) | $ | (0.11  | ) | $ | (0.61  | ) | $ | (0.23  | )
|------------------------------------------------------------------------------ |  | - | ------ | - | - | ------ | - | - | ------ | - | - | ------ | -
|Weighted average shares used in computing basic and diluted net loss per share |  |   | 35,691 |   |   | 35,347 |   |   | 35,610 |   |   | 35,161 |  

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

4.          Comprehensive
Loss

Comprehensive income (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 income (loss) in its statements of stockholders equity.

For the three and nine months ended
September 30, 2002 and 2001, respectively, the comprehensive loss consisted of:

(In thousands)

|                                      |  | THREE MONTHS ENDEDSEPTEMBER 30, |        | NINE MONTHS ENDEDSEPTEMBER 30, |  
|------------------------------------- |  | ------------------------------- | ------ | ------------------------------ | -
|                                      |  |                                 |        |                                |  
|                                      |  | 2002                            |        | 2001                           |  
|                                      |  |                                 |        |                                |  
|Net loss                              |  | $                               | (6,697 | )                              | $
|Other comprehensive gain (loss):      |  |                                 |        |                                |  
|Unrealized gain (loss) on investments |  |                                 | 292    |                                |  
|                                      |  |                                 |        |                                |  
|Comprehensive loss                    |  | $                               | (6,405 | )                              | $
|                                      |  |                                 |        |                                |  

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 those identified below 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

7



---

##### Table of Contents

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 financial statements and the notes thereto included in Item 1 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, 2001 and the 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 products from genes and gene
pathways.  We are directing our integrated portfolio of technologies to the discovery, evolution, and production of commercially valuable molecules with pharmaceutical applications, such as monoclonal antibodies and orally active drugs, as well
as enzymes and small molecules with agricultural, chemical, and industrial applications.  We have formed significant joint ventures with The Dow Chemical Company (named Innovase LLC) and with Syngenta Seeds AG (named Zymetrics, Inc.) focused on
near-term commercialization of products for the industrial and agricultural markets, respectively.  In addition, we have formed alliances with market leaders, such as Celera Genomics, The Dow Chemical Company, DuPont Bio-Based Materials,
GlaxoSmithKline plc, Invitrogen Corporation, and Syngenta Biotechnology, Inc.  Our product-related revenues to date are comprised of research kits, enzymes used in oil and gas recovery, and royalties from sales of licensed products.

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.

For the quarter ended September 30, 2002, revenue decreased 10% compared to the quarter ended September 30, 2001.  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.  Our strategic partners often pay us before we recognize the
revenue, and these payments are deferred until earned.  As of September 30, 2002, we had current and long-term deferred revenue totaling $11.7 million.

We have incurred net losses since our
inception.  As of September 30, 2002, our accumulated deficit was $103.1 million.  We expect to incur additional losses for at least the next two years as we continue to develop our technologies and fund internal product research and
development.  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

8



---

##### Table of Contents

of new technologies and proprietary rights.  Results of operations for any period may be unrelated to results of operations for
any other period.  In addition, we believe that our historical results are not a good indicator of our future operating results.

Results of Operations

Three Months Ended September 30, 2002 and 2001

Revenue

Our revenue decreased $0.9 million to $8.2 million for
the quarter ended September 30, 2002 from $9.1 million for the same period in 2001. This decrease was primarily attributable to a reduction in funded research activities as a result of the timing and number of research projects under collaboration
agreements. Revenue from collaborations accounted for 94% and 97% of total revenue for the quarters ended September 30, 2002 and 2001, respectively.

Research and Development
Expenses

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

For the quarter ended September 30, 2002, we estimate that approximately 50% of our research and development expenditures were associated with research activities funded by our
collaborators and that 50% were related to internal product and technology development.  Our research and development expenses increased $0.8 million to $12.2 million for the quarter ended September 30, 2002 from $11.4 million for the same
period in 2001.  The increase was primarily due to the net effect of the following costs:

| | Personnel Costs.  Costs for research and development personnel for the quarter ended September 30, 2002 increased by $0.2 million over the same period in 2001 as our
research staff increased from 221 at September 30, 2001 to 224 at September 30, 2002.                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Research Supplies Costs.Costs for research supplies for the quarter ended September 30, 2002 decreased by $0.2 million over the same period in 2001. The decrease was
primarily attributable to cost savings realized as a result of discount programs implemented with suppliers.                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Facility Costs.  Facility costs for the quarter ended September 30, 2002 increased $1.1 million over the same period in 2001.  The increase was primarily
attributable to higher depreciation and maintenance costs as a result of increased capital equipment to support our internal product and technology developments, as well as costs related to our second research and development facility, which we
occupied in April 2002.

9



---

##### Table of Contents

Selling, General and Administrative Expenses

Our selling, general and
administrative expenses increased $0.4 million to $2.8 million for the quarter ended September 30, 2002 from $2.4 million for the same period in 2001.  This increase was primarily attributable to the expansion of business development activities
to focus on identifying and entering into new collaborations.

Non-Cash, Stock-Based Compensation Charges

Deferred compensation for
options granted to employees has been determined as the difference between the exercise price and the fair value of our common stock, as estimated by us for financial reporting purposes, on the date options were granted.  For the quarter ended
September 30, 2002, we recorded amortization of deferred compensation of approximately $0.1 million, compared to $0.3 million for the same period in 2001.  For the quarter ended September 30, 2001, we also recorded $0.3 million of non-cash
compensation charges for stock options granted to consultants.

Interest and Other Income, net

Interest income for the quarter ended September
30, 2002 decreased to $1.6 million from $2.6 million for the same period in 2001, primarily due to lower interest rates. Interest expense increased $0.1 million to $0.4 million for the quarter ended September 30, 2002, primarily due to interest on
increased borrowings under our equipment financing lines of credit.  Other expense, net was $0.2 million for the quarters ended September 30, 2002 and 2001.  Included in other expense for the quarter ended September 30, 2002 was $0.4
million of expense related to the write-off of our investment in warrants we hold to purchase 700,000 shares of stock of IntraBiotics Pharmaceuticals, Inc.

Equity in Loss of Joint
Venture

Equity in the loss of Innovase LLC, our joint venture with The Dow Chemical Company, was $0.7 million and $0.6 million for the quarters ended September 30, 2002 and 2001.

Nine Months Ended September 30, 2002 and 2001

Revenue

Revenue decreased $3.4 million to $22.6
million for the nine months ended September 30, 2002 from $26.0 million for the same period in 2001.  This decrease was primarily attributable to a reduction in funded research activities as a result of the timing and number of research
projects under our collaboration agreements.  Revenue from collaborations accounted for 97% and 96% of total revenue for the nine months ended September 30, 2002 and 2001, respectively.

Research and Development Expenses

10



---

##### Table of Contents

For the nine months ended September 30, 2002, we estimate that approximately 50% of our research and development expenditures were associated with research activities funded by
our collaborators and that 50% were related to internal product and technology development.  Our research and development expenses increased $4.6 million to $37.1 million for the nine months ended September 30, 2002 from $32.5 million for the
nine months ended September 30, 2001.  The increase was primarily due to the net effect of the following costs:

| | Personnel Costs.  Costs for research and development personnel for the nine months ended September 30, 2002 increased by $2.3 million over the nine months ended September
30, 2001.  Our research staff increased from 163 at the beginning of  2001 to 224 at September 30, 2002.  The increase in staff was to support the increased level of research activities including our continued investment in two
pharmaceutical platforms  our Recombinant Natural Products Program and our Protein Therapeutics / Antibody Program.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Research Supplies Costs.Costs for research supplies for the nine months ended September 30, 2002 decreased by $0.7 million over the nine months ended September 30, 2001. The
decrease was primarily attributable to cost savings realized as a result of discount programs implemented with suppliers.                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Facility Costs.  Facility costs for the nine months ended September 30, 2002 increased $3.0 million over the nine months ended September 30, 2001.  The increase was
primarily attributable to higher depreciation and maintenance costs as a result of increased capital equipment to support our headcount growth, and our internal product and technology developments, as well as costs related to our second research and
development facility, which we occupied in April 2002.                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Outside Services Costs.  Outside service costs for the nine months ended September 30, 2002 increased $0.2 million over the nine months ended September 30, 2001. The
increase was primarily attributable to increased legal costs associated with our intellectual property portfolio.                                                                                                                                                                                                                                            

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $1.0 million to $8.0 million for the nine months ended September 30, 2002 from $7.0 million for the same period in 2001.  This increase was primarily
attributable to the expansion of our business development activities to focus on identifying and entering into new collaborations.

Non-Cash, Stock-Based Compensation Charges

For the nine months ended September 30, 2002, we recorded amortization of deferred compensation of approximately $0.5 million, compared to $1.1 million for the nine months ended September 30, 2001.  We
also recorded non-cash compensation charges of $0.1 million in

11



---

##### Table of Contents

the nine months ended September 30, 2002 for stock options granted to consultants, compared to $0.9 million for the nine months ended September 30, 2001.

Interest and Other Income, net

Interest income for the nine months ended September 30, 2002 decreased to $5.0 million from $9.6 million for the same period in
2001, primarily due to lower interest rates. Interest income for the nine months ended September 30, 2001 included $0.8 million of amortization related to the discount on a receivable that was collected in the same period.  Interest expense
increased $0.3 million to $1.1 million for the nine months ended September 30, 2002, primarily due to interest on increased borrowings under our equipment financing lines of credit.  Other expense, net increased $0.7 million to $0.8 million for
the nine months ended September 30, 2002 compared to the same period in 2001, primarily due to $0.9 million of expense related to the write-off of our investment in warrants we hold to purchase 700,000 shares of stock of IntraBiotics
Pharmaceuticals, Inc.

Equity in Loss of Joint Venture

Equity in the loss of Innovase LLC, our joint venture with The Dow Chemical Company,
increased to  $1.7 million for the nine months ended September 30, 2002 from $1.3 million for the same period in 2001, primarily due to increased marketing and administrative costs incurred by Innovase LLC.

Liquidity and Capital Resources

Since inception, we have financed our business primarily through the sale of common and preferred stock and funding from collaborative
partners and government grants.  Our collaborative partners have provided us with $99.9 million in funding from our inception through September 30, 2002, and are also committed to fund at least an additional $39.3 million through 2005 subject
to our performance under existing agreements, excluding milestone payments, license and commercialization fees, and royalties or profit sharing.  As of September 30, 2002, we had cash, cash equivalents and short-term investments of
approximately $163.9 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.  In June 2002, we entered into a new equipment financing line of credit agreement with a lender to finance up to $5.0 million in equipment
purchases. As of September 30, 2002, we had utilized all amounts under the new agreement. We anticipate funding our capital requirements of approximately $3.0 million for the remainder of 2002 under new financing arrangements, if available on
satisfactory terms, and with available cash.

Our second research and development facility was completed in the first quarter of 2002, and we occupied approximately 33,000 square feet of the building
in April 2002.  As of September 30, 2002, we had incurred costs of approximately $5.9 million for property and equipment related to the new facility, which was funded with available cash and through our equipment financing line

12



---

##### Table of Contents

of credit agreements.  In March 2002, we also entered into an agreement to sublease approximately 27,000 square feet of our new facility. The sublease was effective April 1,
2002 and will continue for a period of three years with an option to extend for an additional year, which the sub-lessee may exercise.

Our operating activities used cash of $23.9 million for the nine
months ended September 30, 2002.  Our cash used by operating activities consisted primarily of cash used to fund operations.

Our investing activities used cash of $44.6 million for the nine
months ended September 30, 2002.  Our investing activities consisted primarily of purchases of short-term investments and property and equipment, offset by sales and maturities of short-term investments.

Our financing activities provided cash of $2.5 million for the nine months ended September 30, 2002.  Our financing activities consisted primarily of proceeds from notes payable, the sale of common stock and the exercise
of stock options, partially offset by payments on notes payable and capital lease obligations.

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 the foreseeable future, including amounts required to fund internal research and development and enhancements of our core technologies as well as the
potential costs of acquiring technologies or products that we believe are a strategic fit with our business. This estimate is a forward-looking statement that 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.

Summary of Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States
for interim financial information. The preparation of these 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

13



---

##### Table of Contents

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 financial statements.

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 exclusivity fees, technology development fees, milestone payments, and research activities
performed on behalf of our joint ventures is included in Collaborative revenue in our Statements of Operations.  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.

We review
long-lived assets, including leasehold improvements, property and equipment, and acquired technology rights 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 September 30, 2002, we
had long-lived assets with a net book value of $29.3 million.

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 prudent and feasible 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.

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

14



---

##### Table of Contents

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 $6.7 million for the quarter ended September 30, 2002. As of September
30, 2002, we had an accumulated deficit of approximately $103.1 million. We expect to incur additional losses for at least the next two years as we continue to develop our technologies and fund internal product research and development. The extent
of our future losses will depend, in part, on the rate of growth, if any, in our contract revenue and on the level of our expenses. To date, substantially all of our revenue has been derived from collaborations and grants, and we expect that
substantially all of our revenue for 2002 will result from payments from collaborations and grants.

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 our partners choose to commercialize 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.

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 only two
products ourselves, PyrolaseTM 160 enzyme and PyrolaseTM 200 enzyme, and only one of our collaborative partners, Invitrogen Corporation, has incorporated our technologies or inventions into its own commercial product 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

15



---

##### Table of Contents

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 Celera Genomics, The Dow Chemical Company, DuPont Bio-Based Materials,
Givaudan Flavors Corporation, GlaxoSmithKline plc, Invitrogen Corporation, and Syngenta Biotechnology, Inc. We have also formed joint ventures with The Dow Chemical Company (named Innovase LLC) and with Syngenta Seeds AG (named Zymetrics, Inc.). We
expect to derive significant future revenue from these agreements and joint ventures. 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 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 we fail to enter into or maintain strategic alliance or collaboration agreements, or if any of these events occur, 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 manage multiple simultaneous strategic alliances or collaborations;                                                                                                         
| |   |                                                                                                                                                                                              
| |  | Our strategic partners or collaborators become competitors of ours or enter into 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;

16



---

##### Table of Contents

| |  | 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.                         

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 a third party that has the required manufacturing equipment and available capacity to manufacture Pyrolase 160 enzyme and Pyrolase 200 enzyme under our direction and
oversight. While we completed construction of our own pilot development facility in 2001, we continue to depend on third parties for large-scale commercial manufacturing. 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 will determine 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

17



---

##### Table of Contents

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;                                                                                        
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                   
| |  | 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 land owners. 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 2006 or earlier, and they 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, a lack of rules and methods for defending intellectual property rights.

18



---

##### Table of Contents

Our commercial success depends on neither infringing patents and proprietary rights of third parties, nor 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. We are aware of the existence of patents in some countries that, if valid, may block our ability to
commercialize products in these countries if we are unsuccessful in circumventing or acquiring the rights to these patents. We are also aware of the existence of claims in published patent applications in some countries that, if granted and valid,
may also block our ability to commercialize products in these countries if we are unable to circumvent or license them.

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 United States 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 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 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.

19



---

##### Table of Contents

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. We increased the number of our full-time employees from 200 at the beginning of 2001 to 274 at September 30, 2002 and expect to increase our headcount to meet
our strategic objectives. If our growth continues, it will continue to 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. 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 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, Cubist Pharmaceuticals, Inc. is involved in accessing

20



---

##### Table of Contents

organisms from diverse environments for pharmaceutical applications. A number of companies are performing high-throughput screening of molecules. Maxygen, Inc., Applied Molecular
Evolution, Inc., and Evotech have alternative evolution technologies. Integrated Genomics, Inc., Myriad Genetics, Inc., ArQule, Inc., and Vertex Pharmaceuticals (San Diego) LLC, formerly known as Aurora Biosciences Corporation, a subsidiary of
Vertex Pharmaceuticals Inc., perform screening, sequencing, and/or bioinformatics services. Novozymes A/S and Genencor International, Inc. are involved in the development, overexpression, fermentation, and purification of enzymes. Abgenix, Inc. and
Medarex, Inc. are involved in the development of human monoclonal antibodies. 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.

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 Food and Drug Administration, or FDA, the Environmental Protection Agency, or EPA, or, in the case of plants and animals, the United States Department of Agriculture, or 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 may 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

21



---

##### Table of Contents

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 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 EU attempts to replace country by country regulatory procedures with a consistent EU regulatory standard in each case. Some country-by-country regulatory oversight
remains. Other than Japan, most other regions of the world generally find adequate either a 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 will be sufficient to meet our capital requirements for the foreseeable future.

However, our capital requirements depend on several
factors, including:

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

22



---

##### Table of Contents

| |  | 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.                                  

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. For example, our revenue for the quarter ended September 30, 2002 was $8.2 million, as compared to $9.1 million for the same period in 2001. 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 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.                                                                                  

23



---

##### Table of Contents

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. In addition, we
plan to significantly increase operating expenses during the remainder of 2002 and in 2003. 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 or 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 means that either the employee or we may terminate their employment at any time.

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 acquisition, we will incur a variety of costs and may
potentially face numerous other risks that could adversely affect our business operations.

If appropriate opportunities become available, we may consider acquiring businesses, assets,
technologies, or products 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:

24



---

##### Table of Contents

| |  | 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, products,
technologies, 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 take-over 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

25



---

##### Table of Contents

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;                                                       
| |   |                                                                                                           
| |  | 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
existing officers, directors and principal stockholders may prevent other stockholders from influencing significant corporate decisions and depress our stock price.

Our officers, directors, and
stockholders with at least 5% of our stock together controlled approximately 33.0% of our outstanding common stock as of September 30, 2002. 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. The interests of this
concentration of ownership may not always coincide with our interests or the interests of other stockholders. For instance, 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. 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

26



---

##### Table of Contents

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. 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 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. 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 September 30, 2002 and December 31, 2001 by $1.4 million
and $1.0 million, respectively. Declines in interest rates over time will reduce our interest income, while increases in interest rates over time will increase our interest expense.

Item
4.   
Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our chief executive officer and chief financial officer have evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in alerting them on a timely basis to material
information relating to us that is required to be included in our reports filed or submitted under the Exchange Act.

Changes in Internal Controls. Since the Evaluation Date, there have not
been any significant changes in our internal controls or in other factors that could significantly affect such controls.

27



---

##### Table of Contents

PART II -
OTHER INFORMATION

Item 1.   
Legal Proceedings

None

Item 2.   
Changes in Securities and Use of Proceeds

Our Registration Statements on Form S-1 (File Nos. 333-92853 and 333-30290) relating to the initial public offering of our common
stock 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.  Of the net offering proceeds, through September 30, 2002, approximately $1.8 million had been used to purchase property and equipment and approximately $18.8 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 Securities Holders

None

Item 5.   
Other Information

None

Item 6.   
Exhibits and Reports on Form 8-K

|Exhibit Number |  | 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            |  | The Companys Certificate of Designation of Series A Junior Participating Preferred Stock.(3)                                                                                                                                                                                                                                                                                                                                     

28



---

##### Table of Contents

|99.1 |  | Certification of Chief Executive Officer and Chief Financial Officer.
|---- |  | ---------------------------------------------------------------------

---

|    |                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 (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.                                              

29



---

##### 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: November 12, 2002 | /s/ KARIN EASTHAM                                                                                                               | 
|                        |                                                                                                                                 | 
|                        | Karin EasthamSenior Vice President, Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting
Officer) | 

CERTIFICATIONS

|I, Jay M. Short, certify that:
|------------------------------
|                              
|1.                            
|                              
|2.                            
|                              
|3.                            
|                              
|4.                            
|                              
|                              
|                              
|                              

30



---

##### Table of Contents

|                                      |                                                                                                                                                                                                                                                                                                                                                                                           | c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;                                                                                                                       
|------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                      |                                                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                               
|5.                                    | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent function):                                                                                                                                           
|                                      |                                                                                                                                                                                                                                                                                                                                                                                          
|                                      |                                                                                                                                                                                                                                                                                                                                                                                           | a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and
report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
|                                      |                                                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                               
|                                      |                                                                                                                                                                                                                                                                                                                                                                                           | b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and                                                                                                                                        
|                                      |                                                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                               
|6.                                    | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|                                      |                                                                                                                                                                                                                                                                                                                                                                                          
|Date: November 12, 2002              
|                                     
|/s/ JAY M. SHORT                      |                                                                                                                                                                                                                                                                                                                                                                                          
|                                      |                                                                                                                                                                                                                                                                                                                                                                                          
|President and Chief Executive Officer |                                                                                                                                                                                                                                                                                                                                                                                          
|                                      |                                                                                                                                                                                                                                                                                                                                                                                          
|I, Karin Eastham, certify that:      
|                                     
|1.                                    | I have reviewed this quarterly report on Form 10-Q of Diversa Corporation;                                                                                                                                                                                                                                                                                                               
|                                      |                                                                                                                                                                                                                                                                                                                                                                                          
|2.                                    | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;                                                           
|                                      |                                                                                                                                                                                                                                                                                                                                                                                          
|3.                                    | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;                                                                              
|                                      |                                                                                                                                                                                                                                                                                                                                                                                          
|4.                                    | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                                
|                                      |                                                                                                                                                                                                                                                                                                                                                                                          
|                                      |                                                                                                                                                                                                                                                                                                                                                                                           | a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us                                                                                                                 
|                                      |                                                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                               

31



---

##### Table of Contents

|                                                           |                                                                                                                                                                                                                                                                                                                                                                                           |    | by others within those entities, particularly during the period in which this quarterly report is being prepared;                                                                                                                                                                             
|---------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                               
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                           | b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and                                                                                                 
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                               
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                           | c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;                                                                                                                       
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                               
|5.                                                         | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent function):                                                                                                                                           
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                           | a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and
report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                               
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                           | b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and                                                                                                                                        
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                               
|6.                                                         | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                          
|Date: November 12, 2002                                   
|                                                          
|/s/ KARIN EASTHAM                                          |                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                          
|Senior Vice President, Finance and Chief Financial Officer |                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                           |    |                                                                                                                                                                                                                                                                                               

32