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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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Form 10-Q





(Mark One)


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




For the quarterly period ended March 31, 2002.





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




Commission File number 000-29173





DIVERSA CORPORATION





(Exact name of registrant as specified in its charter)





Delaware (State or other jurisdiction of incorporation or organization)

22-3297375 (I.R.S. Employer Identification Number)





4955 Directors Place, San Diego, California (Address of principal
executive offices)

92121 (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  ̈ No





The number of
shares of the Registrants Common Stock outstanding as of May 6, 2002 was 35,597,501.





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DIVERSA CORPORATION


INDEX





Page No.PART IFINANCIAL INFORMATIONItem 1.

Financial Statements (Unaudited)Condensed Balance Sheets as of March 31, 2002 and December 31, 2001

3Condensed Statements of Operations for the three months ended March 31, 2002 and 2001

4Condensed Statements of Cash Flows for the three months ended March 31, 2002 and 2001

5Notes to Condensed Financial Statements

6Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

7Item 3.

Quantitative and Qualitative Disclosures about Market Risk

25PART IIOTHER INFORMATIONItem 1.

Legal Proceedings

26Item 2.

Changes in Securities and Use of Proceeds

26Item 3.

Defaults Upon Senior Securities

26Item 4.

Submission of Matters to a Vote of Securities Holders

26Item 5.

Other Information

26Item 6.

Exhibits and Reports on Form 8-K

26SIGNATURES

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PART IFINANCIAL INFORMATION


Item
1.    Financial Statements





DIVERSA CORPORATION


CONDENSED BALANCE SHEETS


(In thousands, except share and per share amounts)





MARCH 31, 2002


DECEMBER 31, 2001(Unaudited)


(Note)ASSETSCurrent assets:Cash and cash equivalents

$
21,877


$
69,390Shortterm investments


152,370



121,310Accounts receivable


2,244



2,908Other current assets


1,927



1,461Total current assets


178,418



195,069Property and equipment, net


27,933



28,345Acquired technology rights, net


2,135



2,174Other assets


2,315



2,090Total assets

$
210,801


$
227,678LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,523


$
4,444Accrued liabilities


3,420



7,047Deferred revenue


5,727



6,848Current portion of capital lease obligations


1,049



1,032Current portion of notes payable


3,726



3,649Total current liabilities


15,445



23,020Capital lease obligations, less current portion


1,401



1,656Notes payable, less current portion


9,810



10,765Long-term deferred revenue


7,520



8,623Stockholders equity:Common stock, $0.001 par value, 65,000,000 shares authorized, 35,596,198 and 35,500,802 shares issued and outstanding at March 31,
2002 and December 31, 2001, respectively


36



36Additional paid-in capital


264,520



263,626Deferred compensation


(527
)


(734
)Accumulated deficit


(88,351
)


(81,389
)Accumulated other comprehensive income


947



2,075Total stockholders equity


176,625



183,614Total liabilities and stockholders equity

$
210,801


$
227,678





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.




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DIVERSA CORPORATION


CONDENSED STATEMENTS OF OPERATIONS


(In thousands, except per share data)


(Unaudited)





THREE MONTHS ENDED MARCH 31,2002


2001Revenue:Collaborative

$
7,092


$
7,881Grant and product


96



334Total revenue


7,188



8,215Operating costs and expenses:Research and development


12,347



9,868Selling, general and administrative


2,540



2,122Non-cash, stock-based compensation


272



747Total operating expenses


15,159



12,737Loss from operations


(7,971
)


(4,522
)Interest and other income, net


1,559



3,351Equity in loss of joint venture


(550
)


(183
)Net loss

$
(6,962
)

$
(1,354
)Net loss per share, basic and diluted

$
(0.20
)

$
(0.04
)Weighted average shares used in calculating basic and diluted net loss per share


35,531



34,963





See accompanying notes to condensed financial statements.




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DIVERSA CORPORATION


CONDENSED STATEMENTS OF CASH FLOWS


(In thousands)


(Unaudited)





THREE MONTHS ENDED MARCH 31,2002


2001Operating activities:Net loss

$
(6,962
)

$
(1,354
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization


1,947



1,110Non-cash, stock based compensation charges


272



747Unrealized gain on warrants held by the Company


(193
)


Changes in operating assets and liabilities:Accounts receivable


664



(1,405
)Other assets


(498
)


(656
)Accounts payable and accrued expenses


(6,548
)


(3,064
)Deferred revenue


(2,224
)


(1,669
)Net cash used in operating activities


(13,542
)


(6,291
)Investing activities:Purchases of short-term investments


(78,094
)


(32,229
)Sales and maturities of short-term investments


45,906



42,246Purchases of property and equipment


(1,496
)


(3,623
)Other






(300
)Net cash provided by (used in) investing activities


(33,684
)


6,094Financing activities:Net proceeds from sale of common stock


829



778Principal payments on capital leases


(238
)


(170
)Principal payments on notes payable


(878
)


(401
)Advances under notes payable






2,109Net cash provided by (used in) financing activities


(287
)


2,316Net increase (decrease) in cash and cash equivalents


(47,513
)


2,119Cash and cash equivalents at beginning of period


69,390



62,382Cash and cash equivalents at end of period

$
21,877


$
64,501





See accompanying notes to condensed financial statements.




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DIVERSA CORPORATION


NOTES 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 common
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 common share:





(In thousands, except per share data)





Three Months Ended March 31,2002


2001Net loss

$
(6,962
)

$
(1,354
)Net loss per common share, basic and diluted

$
(0.20
)

$
(0.04
)Weighted average shares used in computing basic and diluted net loss per common share


35,531



34,963




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The Company has excluded all outstanding stock options and warrants from the calculation of
diluted net loss per common 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 months ended March 31, 2002 and 2001, the comprehensive loss consisted of:





2002


2001(in thousands)Net loss

$
(6,962
)

$
(1,354
)Other comprehensive gain (loss):Unrealized gain (loss) on investments


(1,128
)


765Comprehensive loss

$
(8,090
)

$
(589
)





5.    Recently Issued Accounting Standards





Effective January 1, 2002, the Company adopted Financial Accounting Standards Board (FASB) Statement No. 141, Business Combinations(SFAS 141),
Statement No. 142, Goodwill and Other Intangible Assets(SFAS 142), and Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 141 replaced Accounting Principles Board
Opinion (APB) No. 16, Business Combinations, and eliminated pooling-of-interests accounting prospectively. It also provided guidance on purchase accounting related to the recognition of intangible assets and accounting for
negative goodwill. SFAS 142 changed the accounting for goodwill and indefinite lived intangibles from an amortization method to an impairment-only approach. SFAS 144 replaced SFAS 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, to establish a single accounting model, based on the framework established in SFAS 121. The adoption of SFAS Nos. 141, 142, and 144 did not have a material effect on the Companys financial statements.





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




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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 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,
including the disclosures under the captions Managements Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors Related to Our Business, as well as the audited financial statements and
notes thereto contained in such report.





Overview





We were incorporated in December 1992 and began operations in May 1994. We are a leader in applying proprietary genomic technologies for the rapid discovery and optimization of novel 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, 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.




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Although our annual revenue has continued to increase since our inception, for the quarter ended March 31, 2002, revenue
decreased 12% compared to the quarter ended March 31, 2001. This decrease was primarily attributable to lower research funding as a result of the timing of the initiation and completion of research projects under our collaboration agreements.





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. Our strategic partners often pay us before we recognize the revenue, and these payments are deferred until earned. As of March 31, 2002, we had current and long-term
deferred revenue totaling $13.2 million.





We have incurred net losses since our inception. As of March 31, 2002, our accumulated deficit was $88.4
million. We expect to incur additional losses over 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 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 March 31, 2002 and 2001





Revenue





Revenue decreased $1.0 million to
$7.2 million for the quarter ended March 31, 2002 from $8.2 million for the same period in 2001. This decrease was primarily attributable to lower research funding as a result of the timing of the initiation and completion of research projects under
our collaboration agreements. 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. Revenue from collaborations accounted for 99% and 96% of total revenue for the quarters ended March 31, 2002 and 2001, respectively.





Research and Development Expenses





Research and development expenses consist primarily of costs associated with 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, including personnel costs, facility costs, and outside service costs.




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For the quarter ended March 31, 2002, we estimate that approximately 60% of our research and development expenditures
were associated with research activities funded by our collaborators and that 40% were related to internal product and technology development. Our research and development expenses increased $2.4 million to $12.3 million for the quarter ended March
31, 2002 from $9.9 million for the quarter ended March 31, 2001. The increase was primarily due to costs associated with the following:





Personnel
Costs.    Costs for research and development personnel for the quarter ended March 31, 2002 increased by $1.2 million over the quarter ended March 31, 2001. Our research staff increased from 178 at March 31, 2001 to 226 at
March 31, 2002. The increase in staff was to support the increased level of research activities, including our internal investment in two pharmaceutical platforms  our Recombinant Natural Products Program and our Protein Therapeutics /
Antibody Program.





Facility Costs.    Facility costs for the quarter ended March 31, 2002 increased $1.0 million over the
quarter ended March 31, 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.





Outside Services.    Outside service costs for the quarter ended March 31, 2002 increased $0.2 million over the quarter ended
March 31, 2001. The increase was primarily attributable to costs associated with contract research and licenses.





Selling, General and Administrative
Expenses





Selling, general and administrative expenses increased $0.4 million to $2.5 million for the quarter ended March 31, 2002 from $2.1 million
for the same period in 2001. This increase was primarily attributable to the expansion of our business development and marketing activities to focus on identifying and entering into new collaborations and to support the advancement of our products
towards commercialization.





Non-Cash, Stock-Based Compensation Charges





For the quarter ended March 31, 2002, we recorded amortization of deferred compensation of approximately $0.3 million, compared to $0.4 million for the quarter ended March 31, 2001. We also recorded non-cash
compensation charges of $0.3 million in the quarter ended March 31, 2001 for stock options granted to consultants.





Interest and Other Income,
net





Interest and other income for the quarter ended March 31, 2002 was $1.6 million, compared to $3.4 million for the same period in 2001. This
decrease was primarily due to lower interest income as a result of the decline in interest rates experienced throughout 2001 and the first




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quarter of 2002, offset by an increase in the value of warrants we hold to purchase 700,000 shares of stock of IntraBiotics Pharmaceuticals, Inc. as of March
31, 2002.





Equity in Loss of Joint Venture





Equity
in the net loss of Innovase LLC, our joint venture with The Dow Chemical Company, was $0.6 million for the quarter ended March 31, 2002 compared to $0.2 million for the same period in 2001. The increase was related to regulatory and marketing costs
incurred by Innovase LLC associated with the expected product launch of the alpha amylase enzyme in the fourth quarter of 2002.





Liquidity and Capital
Resources





Since inception, we have financed our business primarily through the sale of common and preferred stock and funding from strategic
partners and government grants. Our strategic partners have provided us with $88.1 million in funding from our inception through March 31, 2002, and are also committed to fund at least an additional $47.1 million through 2005 subject to our
performance under existing agreements, excluding milestone payments, license and commercialization fees, and royalties or profit sharing. As of March 31, 2002, we had cash, cash equivalents and short-term investments of approximately $174.2 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 capital leases and equipment
financing line of credit agreements. In September 2001, we entered into a new equipment financing line of credit with a lender to finance up to $5.0 million in equipment purchases through June 2002. As of March 31, 2002, we had utilized all
amounts under the existing arrangement. We anticipate funding our capital requirements of $8 - $10 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 began to occupy approximately 33,000 square feet of the building in
April 2002. As of March 31, 2002, we had incurred costs of approximately $5.0 million for property and equipment related to the new facility, which was funded through available cash. 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 for an additional year.





Our operating activities used cash of $13.5 million for the three months ended March 31, 2002. Our cash used by operating activities consisted primarily of cash used to fund operations.





Our investing activities used cash of $33.7 million for the three months ended March 31, 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 used cash of $0.3 million for
the three months ended March 31, 2002. Our financing activities consisted primarily of payments on notes payable and capital lease obligations, partially offset by proceeds from the sale of common stock and the exercise of stock options.




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We expect that our current cash and cash equivalents, short-term investments, and funding from existing strategic
alliances 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 strategic alliances and establish new strategic alliance relationships,
our ability, alone or with our strategic 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 strategic alliances, 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, stock-based compensation, and income taxes. These estimates are based on
historical experience, information received from third parties, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.





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




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performed on behalf of our joint ventures is included in Collaborative revenue in our Statements of Operations. Our collaborators often pay us
before we recognize the revenue, and these payments are deferred until earned. As of March 31, 2002, we had current and long-term deferred revenue totaling $13.5 million.





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 March 31, 2002, we had long-lived assets with a net book value of $30.1 million.





We record non-cash, stock-based compensation expense for
stock options issued to consultants. We periodically remeasure the value of these stock options as they vest, which requires us to make assumptions regarding the volatility of our stock and the expected life of the options. Actual results could
differ from those assumptions, which may affect the amount of expense we record.





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





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




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We have incurred net losses since our inception, including a net loss of approximately $7.0 million for the quarter
ended March 31, 2002. As of March 31, 2002, we had an accumulated deficit of approximately $88.4 million. We expect to incur additional losses for at least the next two years. 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 strategic alliances and grants, and we expect that substantially all of our revenue for the foreseeable future
will result from payments from strategic alliances.





Future revenue from strategic alliances is uncertain because our ability to generate revenue will
depend upon our ability to enter into new strategic alliances 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 strategic partners and attract new ones, but 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, Pyrolase TM 160 enzyme and
Pyrolase TM 200 enzyme, and only one of our strategic 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 strategic partners will successfully
commercialize. If we are not able to use our technologies to discover new materials or products with significant commercial potential, we will not be able to achieve our objectives or build a sustainable or profitable business.





We are dependent on our strategic partners, and our failure to successfully manage our existing and future strategic alliance 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, 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). We expect to




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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 agreements to develop and commercialize products. We
will have limited or no control over the resources that any strategic partner may devote to our products. Any of our present or future strategic partners may not perform their obligations as expected. These strategic partners 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 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 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 opportunities could be harmed if:





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




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




| |  |  | We disagree with our strategic partners as to rights to intellectual property we develop;
| | - |  | -----------------------------------------------------------------------------------------




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




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




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




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




| |  |  | 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 or customers.




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





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




| |  |  | 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 strategic 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.




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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 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.





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




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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.





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 216 at March 31, 2001 to 277 at March 31, 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




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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 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 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 strategic partners 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




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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 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 strategic alliances for further research and development of
drug products for humans that would require FDA approval before they could be marketed in the United States. In addition, any drug product candidates must also be approved by the regulatory agencies of foreign governments before any product can be
sold in those countries. Under current FDA policy, our products, or products of our strategic 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




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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 and receivables and committed funding from strategic 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 strategic partners or to extend the terms of our existing collaborative agreements, and the terms of any agreement of this type;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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




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




| |  |  | The timing and willingness of strategic partners 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.




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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 March 31, 2002 was $7.2 million, as compared to $8.2 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;
| | - |  | -----------------------------------




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




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




| |  |  | Our ability to enter into new agreements with strategic partners or to extend the terms of our existing strategic alliance agreements, 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 strategic partners research and development expenditures.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------




If revenue declines or does not grow as anticipated due to the expiration of strategic alliance 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 in 2002. 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




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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 strategic 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, 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:





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




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




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




We may not be able to
successfully integrate any businesses, 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 strategic partners. Further, recent proposed 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




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acceptable cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of products developed by us or
our strategic 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 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;
| | - |  | ----------------------------------------------------------------------------




| |  |  | 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 strategic 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.
| | - |  | ----------------------------------------------------------------



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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 control approximately 33.5% of our outstanding common stock. 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 for any injury or contamination that results from our use or the use by third parties of these materials, and our liability may exceed our total assets. In addition,
compliance with applicable environmental laws and regulations may be expensive, and current or future environmental regulations may impair our research, development, or production efforts.





Item 3.    Quantitative and Qualitative Disclosures about Market Risk





Our exposure to market risk is
limited to interest rate risk and equity price risk. Our exposure to changes in equity price relates primarily to the increase or decrease in investment income or expense and related fair value of warrants we hold to purchase an equity interest in
another company. A hypothetical $1.00 adverse change in the market price of the underlying equity security would decrease the fair value of the warrants we hold at March 31, 2002 and December 31, 2001 by $0.6 million and $0.5 million,
respectively. 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 capital lease obligations and notes payable, the interest rates under which are 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. A hypothetical 100 basis
point adverse move in interest rates along the entire interest rate yield curve would decrease the fair value of our interest sensitive financial instruments at March 31, 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.




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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, 2000 and February 14, 2000, respectively. Upon completion of our initial
public offering, we received net proceeds of $184.7 million after expenses. Of the net offering proceeds, through March 31, 2002, approximately $1.5 million has been used to purchase property and equipment and approximately $9.0 million for general
corporate purposes. The balance has been 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





None




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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 CORPORATIONDate: May 10, 2002

/s/    KARIN EASTHAMKarin EasthamSenior Vice President, Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)




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