10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

 (Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2012

or

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______________ to _____________

Commission File No. 001-31326

SENESCO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

721 Route 202/206, Suite 130
Bridgewater, New Jersey 08807
(Address of principal executive offices)

(908) 864-4444
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

Yes:x No: ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes:x No: ¨

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes:¨ No: x

93,721,828 shares of the issuer’s common stock, par value $0.01 per share, were outstanding as of April 30, 2012.

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

 TABLE OF CONTENTS

			Page
PART I.	FINANCIAL INFORMATION.
	Item 1.	Financial Statements (Unaudited)	1
		CONDENSED CONSOLIDATED BALANCE SHEETS as of March 31, 2012 and June 30, 2011	2
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months and Nine Months Ended March 31, 2012 and 2011, and From Inception on July 1, 1998 through March 31, 2012	3
		CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY For the Nine Months Ended March 31, 2012	4
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended March 31, 2012 and 2011, and From Inception on July 1, 1998 through March 31, 2012	5
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
		Overview	14
		Liquidity and Capital Resources	19
		Changes to Critical Accounting Policies and Estimates	20
		Results of Operations	21
		Off-Balance Sheet Arrangements	27
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
	Item 4.	Controls and Procedures	28
PART II.	OTHER INFORMATION.
	Item 1.	Legal Proceedings.	29
	Item 1A.	Risk Factors.	29
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	44
	Item 3.	Defaults Upon Senior Securities	44
	Item 4.	Mine Safety Disclosures	44
	Item 5.	Other Information.	44
	Item 6.	Exhibits.	44
SIGNATURES			45

i

PART I. FINANCIAL INFORMATION.

Item 1.      Financial Statements (Unaudited).

Certain information and footnote disclosures required under United States generally accepted accounting principles have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. However, Senesco Technologies, Inc., a Delaware corporation, and its wholly owned subsidiary, Senesco, Inc., a New Jersey corporation (collectively, “Senesco” or the “Company”), believe that the disclosures are adequate to assure that the information presented is not misleading in any material respect.

The results of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for the entire fiscal year.

1

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCESHEETS

(unaudited)

	March 31,			June 30,
	2012			2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,207,251		$	3,609,954
Prepaid research supplies and expenses		1,735,472			1,446,064
Total Current Assets		4,942,723			5,056,018
Equipment, furniture and fixtures, net		6,454			3,782
Intangibles, net		3,680,235			3,524,731
Deferred income tax assets, net		-			-
Security deposit		5,171			12,358
TOTAL ASSETS	$	8,634,583		$	8,596,889
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	804,781		$	559,525
Accrued expenses		529,060			509,806
Line of credit		2,199,108			2,199,108
Total Current Liabilities		3,532,949			3,268,439
Warrant liabilities		402,900			711,259
Grant payable		99,728			99,728
TOTAL LIABILITIES		4,035,577			4,079,426
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, authorized 5,000,000 shares
Series A 10,297 shares issued and 3,645 and 3,690 shares outstanding, respectively (liquidation preference of $3,827,250 and $3,792,252 at March 31, 2012 and June 30, 2011, respectively)		37			37
Series B 1,200 shares issued and outstanding (liquidation preference of $1,260,000 and $1,230,000 at March 31, 2012 and June 30, 2011, respectively)		12			12
Common stock, $0.01 par value, authorized 350,000,000 shares, issued and outstanding 91,872,182 and 77,769,677, respectively		918,722			777,697
Capital in excess of par		69,511,823			64,488,152
Deficit accumulated during the development stage		(65,831,588	)		(60,748,435	)
Total Stockholders' Equity		4,599,006			4,517,463
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	8,634,583		$	8,596,889

See Notes to Condensed Consolidated Financial Statements

2

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

													Cumulative
	Three months ended March 31,						Nine months ended March 31,						Amounts from
	2012			2011			2012			2011			Inception
Revenue	$	-		$	-		$	200,000		$	-		$	1,790,000
Operating expenses:
General and administrative		567,940			567,460			2,118,520			1,943,029			31,009,053
Research and development		540,789			800,341			1,926,492			3,135,200			20,595,850
Total operating expenses		1,108,729			1,367,801			4,045,012			5,078,229			51,604,903
Loss from operations		(1,108,729	)		(1,367,801	)		(3,845,012	)		(5,078,229	)		(49,814,903	)
Other non-operating income (expense)
Grant income		-			-			-			244,479			244,479
Fair value – warrant liability		76,048			(16,177	)		308,359			453,209			8,166,026
Sale of state income tax loss – net		-			-			-			-			586,442
Other noncash (expense) income, net		-			-			-			(115,869	)		205,390
Loss on extinguishment of debt		-			-			-			-			(361,877	)
Write-off of patents abandoned		-			-			-			-			(1,588,087	)
Amortization of debt discount and financing costs		-			-			-			-			(11,227,870	)
Interest expense – convertible notes		-			-			-			-			(2,027,930	)
Interest (expense) income - net		(27,978	)		(21,130	)		(90,560	)		(60,737	)		320,496
Net loss		(1,060,659	)		(1,405,108	)		(3,627,213	)		(4,557,147	)		(55,497,834	)
Preferred dividends		(419,480	)		(716,780	)		(1,455,940	)		(2,398,794	)		(10,333,754	)
Loss applicable to common shares	$	(1,480,139	)	$	(2,121,888	)	$	(5,083,153	)	$	(6,955,941	)	$	(65,831,588	)
Basic and diluted net loss per common share	$	(0.02	)	$	(0.03	)	$	(0.06	)	$	(0.10	)
Basic and diluted weighted-average number of common shares outstanding		88,942,763			74,904,192			83,000,064			66,731,159

See Notes to Condensed Consolidated Financial Statements 

3

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED MARCH 31, 2012

(unaudited)

													Deficit
													Accumulated
													During the
										Capital in Excess			Development			Stockholders'
	Preferred Stock					Common Stock				of Par Value			Stage			Equity
	Shares			Amount		Shares		Amount
Balance at June 30, 2011		4,890		$	49		77,769,677	$	777,697	$	64,488,152		$	(60,748,435	)	$	4,517,463
Issuance of common stock at prices ranging from
$0.26 per share to $0.31 per share		-			-		12,825,296		128,253		3,239,009			-			3,367,262
Commissions and other fees related to the issuance
of common stock		-			-		-		-		(148,383	)		-			(148,383	)
Preferred stock converted into common stock		(45	)				155,556		1,555		(1,555	)		-			-
Issuance of common stock in lieu of cash payment
for dividends		-			-		1,121,653		11,217		248,370			(137,335	)		122,252
Deemed dividend - Preferred Stock		-			-		-		-		1,076,355			(1,076,355	)		-
Fair market value of options and warrants vested		-			-		-		-		609,875			-			609,875
Dividends accrued and unpaid at March 31, 2012		-			-		-		-		-			(242,250	)		(242,250	)
Net loss		-			-		-		-		-			(3,627,213	)		(3,627,213	)
Balance July 1, 1998 (inception) through March 31, 2012		4,845		$	49		91,872,182	$	918,722	$	69,511,823		$	(65,831,588	)	$	4,599,006

See Notes to Condensed Consolidated Financial Statements

4

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

							Cumulative
	Nine months ended March 31,						Amounts from
	2012			2011			Inception
Cash flows from operating activities:
Net loss	$	(3,627,213	)	$	(4,557,147	)	$	(55,497,834	)
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash capital contribution		-			-			85,179
Noncash conversion of accrued expenses into equity		-			-			131,250
Noncash income related to change in fair value of warrant liability		(308,359	)		(453,209	)		(8,487,285	)
Noncash charge for change in warrant terms		-			115,869			115,869
Issuance of common stock and warrants for interest		-			-			2,003,386
Issuance of common stock for services		-			-			53,800
Stock-based compensation expense		609,875			568,025			11,949,824
Depreciation and amortization		185,499			105,547			1,027,781
Write-off of intangibles		-			-			1,588,087
Deferred rent		-			(6,045	)		-
Amortization of convertible note discount		-			-			10,000,000
Amortization of deferred financing costs		-			-			1,227,869
Loss on extinguishment of debt		-			-			361,877
(Increase) decrease in operating assets:
Prepaid expenses and other current assets		(289,408	)		(15,077	)		(1,735,472	)
Security deposit		7,187			-			(5,171	)
Increase (decrease) in operating liabilities:
Accounts payable		245,256			(47,139	)		804,781
Accrued expenses		(100,744	)		(78,720	)		461,811
Net cash used in operating activities		(3,277,907	)		(4,367,896	)		(35,914,248	)
Cash flows from investing activities:
Patent costs		(339,214	)		(434,941	)		(6,117,891	)
Purchase of equipment, furniture and fixtures		(4,461	)		(2,026	)		(184,666	)
Net cash used in investing activities		(343,675	)		(436,967	)		(6,302,557	)
Cash flows from financing activities:
Proceeds from grant		-			-			99,728
Proceeds from draw-down on line of credit		-			-			2,199,108
Proceeds from issuance of bridge notes		-			-			525,000
Proceeds from issuance of preferred stock and warrants, net		-			-			10,754,841
Redemption of convertible notes and warrants		-			-			(2,160,986	)
Proceeds from issuance of convertible notes		-			-			9,340,000
Deferred financing costs		-			-			(651,781	)
Proceeds from issuance of common stock and warrants, net and exercise of warrants and options		3,218,879			1,639,460			25,318,146
Net cash provided by financing activities		3,218,879			1,639,460			45,424,056
Net (decrease) increase in cash and cash equivalents		(402,703	)		(3,165,403	)		3,207,251
Cash and cash equivalents at beginning of period		3,609,954			8,026,296			-
Cash and cash equivalents at end of period	$	3,207,251		$	4,860,893		$	3,207,251
Supplemental disclosure of non-cash transactions:
Conversion of convertible note into common stock	$	-		$	-		$	10,000,000
Conversion of bridge notes into common stock		-			-			534,316
Conversion of preferred stock into common stock		1,555			131,312			208,886
Allocation of preferred stock proceeds to warrants and beneficial conversion feature		-			-			7,449,780
Allocation of convertible debt proceeds to warrants and beneficial conversion feature		-			360,733			9,340,000
Warrants issued for financing costs		-			-			690,984
Issuance of common stock for interest payments on convertible notes		-			-			2,003,386
Issuance of common stock for dividend payments on preferred stock		259,587			1,785,561			3,324,377
Issuance of common stock in settlement of accounts payable		-			-			175,000
Dividends accrued on preferred stock		119,998			252,500			242,250
Supplemental disclosure of cash flow information:
Cash paid for interest		96,567			79,373			333,701

See Notes to Condensed Consolidated Financial Statements

5

SENESCO TECHNOLOGIES, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1 - Basis of Presentation:

The financial statements included herein have been prepared by Senesco Technologies, Inc. (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011, as amended.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting solely of those which are of a normal recurring nature, necessary to present fairly its financial position as of March 31, 2012, the results of its operations and cash flows for the three months and nine months ended March 31, 2012 and 2011.

Interim results are not necessarily indicative of results for the full fiscal year.

Note 2 – Liquidity:

As shown in the accompanying condensed consolidated financial statements, the Company has a history of losses with a deficit accumulated during the development stage from July 1, 1998 (inception) through March 31, 2012 of $65,831,588. Additionally, the Company has generated minimal revenues by licensing its technology for certain crops to companies willing to share in its development costs. In addition, the Company’s technology may not be ready for commercialization for several years. The Company expects to continue to incur losses for the next several years because it anticipates that its expenditures on research and development and administrative activities will significantly exceed its revenues during that period. The Company cannot predict when, if ever, it will become profitable.

As of March 31, 2012, the Company had cash and cash equivalents in the amount of $3,207,251, which consisted of checking accounts and money market funds. The Company estimates that its cash and cash equivalents as of March 31, 2012 will cover its expenses through November 2012.

In December 2010, the Company entered into an At Market Issuance Sales Agreement (“ATM”) whereby it may issue up to $5,500,000 of Common Stock under this facility.

The Company will need additional capital and plans to raise additional capital through the placement of debt instruments or equity or both. However, the Company may not be able to obtain adequate funds for its operations when needed or on acceptable terms. If the Company is unable to raise additional funds, it will need to do one or more of the following:

6

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

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

· seek strategic alliances or business combinations;

· attempt to sell the Company;

· cease operations; or

· declare bankruptcy.

Note 3 – Intangible Assets:

The Company conducts research and development activities, the cost of which is expensed as incurred, in order to generate patents that can be licensed to third parties in exchange for license fees and royalties. Because the patents are the basis of the Company’s future revenue, the patent costs are capitalized. The capitalized patent costs represent the outside legal fees incurred by the Company to submit and undertake all necessary efforts to have such patent applications issued as patents.

The length of time that it takes for an initial patent application to be approved is generally between four to six years. However, due to the unique nature of each patent application, the actual length of time may vary. If a patent application is denied, the associated cost of that application would be written off. However, the Company has not had any patent applications denied as of March 31, 2012. Additionally, should a patent application become impaired during the application process, the Company would write down or write off the associated cost of that patent application.

Issued patents and agricultural patent applications pending are being amortized over a period of 17 years from inception. The Company assesses the impairment in value of intangible assets whenever events or circumstances indicate that their carrying value may not be recoverable. Factors the Company considers important which could trigger an impairment review include the following:

• significant negative industry trends;

• significant underutilization of the assets;

• significant changes in how the Company uses the assets or its plans for their use; and

• changes in technology and the appearance of competing technology.

If a triggering event occurs and the Company's review determines that the future undiscounted cash flows related to the groups, including these assets, will not be sufficient to recover their carrying value, the Company will reduce the carrying values of these assets down to its estimate of fair value and continue amortizing them over their remaining useful lives. To date, except for certain patents and patents pending that the Company abandoned during the year ended June 30, 2011, the Company has not recorded any impairment of intangible assets.

Note 4 - Loss Per Share:

Net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

7

For all periods presented, basic and diluted loss per share are the same, as any additional Common Stock equivalents would be anti-dilutive. Potentially dilutive shares of Common Stock have been excluded from the calculation of the weighted average number of dilutive common shares.

As of March 31, 2012, there were 93,058,580 additional potentially dilutive shares of Common Stock. These additional shares include 18,634,615 shares issuable upon conversion of the Preferred Stock, and 74,423,965 shares issuable upon the exercise of outstanding options and warrants. As of March 31, 2011, there were 83,228,243 additional potentially dilutive shares of Common Stock. These additional shares included 16,833,333 shares issuable upon conversion of Preferred Stock and 66,394,910 shares issuable upon the exercise of outstanding options and warrants.

Note 5 – Share-Based Transactions:

The terms and vesting schedules for share-based awards vary by type of grant and the employment status of the grantee. Generally, the awards vest based upon time-based conditions.

The fair value of each stock option and warrant granted or vesting has been determined using the Black-Scholes model. The material factors incorporated in the Black-Scholes model in estimating the value of the options and warrants include the following:

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2012			2011			2012			2011
Warrants granted		None			None			None			305,000
Options granted		204,170			208,620			5,064,670			4,324,512
Estimated life in years  (1)		3.0-5.5			5.0-5.5			3.0-10.0			5.0-10.0
Risk-free interest rate (2)		0.4%-0.9	%		2.4	%		0.4%-1.9	%		1.3% – 2.9	%
Volatility		88%-104	%		104	%		88%-105	%		104	%
Dividend paid		None			None			None			None

(1) Expected life for employee based stock options was estimated using the “simplified” method, as allowed under the provisions of the Securities and Exchange Commission – Accounting Bulletin no.110.

(2) Represents the interest rate on a U.S. Treasury security with a maturity date corresponding to that of the option or warrant term.

The economic values of the options will depend on the future price of the Company's Common Stock, which cannot be forecast with reasonable accuracy.

8

A summary of changes in the stock option plan for the nine months ended March 31, 2012 is as follows:

	Number of Options			Weighted-Average Exercise Price
Outstanding at July 1, 2011		11,348,314		$	0.78
Granted		5,064,670			0.23
Exercised		—			—
Expired		(975,000	)		2.32
Outstanding at March 31, 2012		15,437,984		$	0.50
Exercisable at March 31, 2012		9,542,480		$	0.64
Not Exercisable at March 31, 2012		5,895,504		$	0.27

The weighted average grant date fair value of options granted during the nine months ended March 31, 2012 and 2011 was $0.17 and $0.45, respectively.

As of March 31, 2012, the aggregate intrinsic value of stock options outstanding was $113,127, with a weighted-average remaining term of 7.9 years. The aggregate intrinsic value of stock options exercisable at that same date was $47,117, with a weighted-average remaining term of 7.2 years. As of March 31, 2012, the Company has 11,788,876 shares available for future stock option grants.

Stock-based compensation expense for the three months ended March 31, 2012 and March 31, 2011 amounted to $201,847 and $163,291, respectively.

Stock-based compensation expense for the nine months ended March 31, 2012 and March 31, 2011 amounted to $609,875 and $568,025, respectively.

As of March 31, 2012, total stock-based compensation expense not yet recognized related to stock option grants amounted to approximately $1,212,000, which will be recognized over the next 42 months.

Note 6 –Loan Payable:

On February 17, 2010, the Company entered into a credit agreement with JMP Securities LLC. The agreement provides the Company with, subject to certain restrictions, including the existence of suitable collateral, up to a $3.0 million line of credit upon which the Company may draw at any time (the “Line of Credit”). Any draws upon the Line of Credit accrue at a monthly interest rate of the broker rate in effect at the interest date (which was 3.75% at March 31, 2012), plus 2.0%. There are no other conditions or fees associated with the Line of Credit. The Line of Credit is not secured by any assets of the Company, but it is secured by certain assets of a member of the Company’s Board of Directors, Harlan W. Waksal, M.D., which security interest is currently held by JMP Securities. In April 2011, we were required to enter into a new demand note with the clearing agent for JMP Securities in connection with the Line of Credit.

Total interest expense recorded under the Line of Credit for the three months ended March 31, 2012 and 2011 amounted to $29,779 and $25,986, respectively.

Total interest expense recorded under the Line of Credit for the nine months ended March 31, 2012 and 2011 amounted to $96,567 and $79,373, respectively.

9

Note 7 – Income Taxes:

No provision for income taxes has been made for the three months and nine months ended March 31, 2012 and 2011 given the Company’s losses in 2012 and 2011 and available net operating loss carryforwards. A benefit has not been recorded as the realization of the net operating losses is not assured and the timing in which the Company can utilize its net operating loss carryforwards in any year or in total may be limited by provisions of the Internal Revenue Code regarding changes in ownership of corporations.

Note 8 - Fair Value Measurements:

The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2012 and June 30, 2011:

			Fair Value Measurement at
	Carrying		March 31, 2012
	Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	3,207,251	$	3,207,251	$	-	$	-
Liabilities:
Warrant Liabilities	$	402,900	$	-	$	-	$	402,900

			Fair Value Measurement at
	Carrying		June 30, 2011
	Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	3,609,954	$	3,609,954	$	-	$	-
Liabilities:
Warrant Liabilities	$	711,259	$	-	$	-	$	711,259

The following table summarizes the changes in fair value of the Company’s Level 3 financial instruments:

	Nine months ended March 31,
	2012			2011
Beginning Balance	$	711,259		$	2,493,794
Reclassification to equity due to change in terms of common stock warrants		-			(1,173,296	)
Gain due to change in fair value of warrant liabilities, net		(308,359	)		(453,209	)
Ending Balance	$	402,900		$	867,289

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Note 9 – Warrant Liabilities:

The warrant liabilities represent the fair value of Common Stock purchase warrants, which have exercise price reset features and cash settlement features.

The fair value of the warrants that have exercise price reset features is estimated using an adjusted Black-Scholes model. The Company computes valuations, each quarter, using the Black-Scholes model for such warrants to account for the various possibilities that could occur due to changes in the inputs to the Black-Scholes model as a result of contractually-obligated changes. The Company effectively weights each calculation based on the likelihood of occurrence to determine the value of the derivative at the reporting date. The Company has an unobservable input for the estimation of the likelihood of a reset occurring, which was estimated to be 75% made up of various reset amounts with probabilities ranging between 10% and 25% per occurrence. These estimates of the likelihood of completing an equity raise that would meet the criteria to trigger the reset provisions are based on numerous factors, including the remaining term of the financial instruments and the Company’s overall financial condition.

The fair value of the warrants that have cash settlement features is estimated using a probability –weighted Black-Scholes model. The unobservable input used by the Company on certain warrants was the estimation of the likelihood of a fundamental transaction, as defined in the related agreements, which was estimated to be 15% at March 31, 2012.

Changes in the unobservable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable input used in the fair value measurement is the estimation of the likelihood of the occurrence of a change to the strike price of the warrants or the occurrence of a fundamental transaction. A significant increase (decrease) in the this likelihood would result in a higher (lower) fair value measurement.

During the nine months ended March 31, 2012 and 2011, the Company revalued all of the remaining warrant liabilities, using the adjusted Black-Scholes and Black-Scholes models. A gain on the change in fair value of the warrant liabilities in the amount of $308,359and $453,209 was recorded in the Condensed Consolidated Statement of Operations for the nine months ended March 31, 2012 and 2011, respectively.

At March 31, 2012 and 2011, there were an aggregate of 21,307,814 warrants included in the fair value of the warrant liabilities, which are valued at $402,900 and $867,289, respectively.

The assumptions used to value the warrants were as follows:

	March 31, 2012		June 30, 2011
Warrants issued on December 20, 2007
Estimated life in years		0.75		1.50
Risk-free interest rate (1)		0.19%		0.45%
Volatility		73%		79%
Dividend paid		None		None
Range of estimated strike prices		$0.34 - $0.40		$0.41 - $0.49
Range of estimated probabilities		10% - 25%		25% - 50%
Warrants issued on June 30, 2008
Estimated life in years		1.25		2.00
Risk-free interest rate (1)		0.19%		0.45%
Volatility		73%		79%
Dividend paid		None		None
Range of estimated strike prices		$0.34 - $0.40		$0.41 - $0.49
Range of estimated probabilities		10% - 25%		25% - 50%
Warrants issued on April 1, 2010
Estimated life in years		3.00		3.75
Risk-free interest rate (1)		0.51%		1.29%
Volatility		85%		107%
Dividend paid		None		None
Estimated probability of fundamental transaction		15%		15%

(1) Represents the interest rate on a U.S. Treasury security with a maturity date corresponding to that of the warrant term.

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Note 10- At Market Issuance Sales Agreement

On December 22, 2010, the Company entered into an At Market Issuance Sales Agreement (the “ATM”) under which the Company, from time to time, may issue and sell shares of its Common Stock, par value $0.01 per share, with an aggregate offering price of up to $5,500,000.

During the nine months ended March 31, 2012, the Company issued 1,817,557 shares of Common Stock under the ATM for gross proceeds in the amount of $505,250. From the inception of the ATM through March 31, 2012, the Company has issued 7,729,014 shares of Common Stock under the ATM for gross proceeds in the amount of $2,358,670.

Note 11 –Preferred Stock

On January 6, 2012, in connection with the Company’s placement of common stock and warrants discussed in Note 12, the conversion price on the then outstanding 4,845 shares of Preferred Stock was adjusted from $0.27 to $0.26, resulting in an additional 690,171 shares of Common Stock that will be issued upon conversion of the then outstanding Preferred Stock. In connection with the adjustments to the conversion price, due to a beneficial conversion feature, an additional dividend in the amount of $298,355 was recorded as an increase to both additional paid-in capital and accumulated deficit. As a result of the resets to the conversion price, each share of Preferred Stock was convertible into 3,846 shares of Common Stock (a conversion price of $0.26).

On July 18, 2011, in connection with the Company’s ATM facility discussed in Note 10, the conversion price on the then outstanding 4,860 shares of Preferred Stock was adjusted from $0.30 to $0.27, resulting in an additional 1,800,000 shares of Common Stock that would be issued upon conversion of the then outstanding Preferred Stock. In connection with the adjustments to the conversion price, due to a beneficial conversion feature, an additional dividend in the amount of $778,000 was recorded as an increase to both additional paid-in capital and accumulated deficit. As a result of the resets to the conversion price, each share of Preferred Stock was convertible into 3,704 shares of Common Stock (a conversion price of $0.27).

During the nine months ended March 31, 2012, 45 shares of Preferred Stock were converted into 155,556 shares of Common Stock. During the nine months ended March 31, 2012, the Company issued an additional 1,121,653 shares of Common Stock for the payment of dividends in the amount of $259,587. Total dividends payable on the outstanding 4,845 shares of Preferred Stock at March 31, 2012 amounted to $242,250.

Note 12 – Equity Placement

On January 6, 2012 and March 1, 2012, the Company entered into securities purchase agreements to raise an aggregate of $2,862,012 in gross proceeds through the sale of an aggregate of 11,007,738 shares of its common stock. The investors, excluding officers and directors of Senesco or funds affiliated with such officers or directors participating in the offering, also received 50% warrant coverage at an exercise price of $0.286 per share. The common stock and 50% warrant coverage (the “Unit”) was priced at $0.26 per Unit.

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Note 13 – Recent Accounting Pronouncements

Fair Value Measurements and Disclosures. In May 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance to achieve common fair value measurement and disclosure requirements in GAAP and international financial reporting standards (“IFRS”). The amendments explain how to measure fair value and will improve the comparability of fair value measurement presented and disclosed in financial statements prepared in accordance with GAAP and IFRS. This authoritative guidance is to be applied prospectively and is effective during interim and annual periods beginning after December 15, 2011. The adoption of this guidance during the nine months ended March 31, 2012, did not have an impact on the Company’s Financial Statements.

Balance Sheet Disclosures. In December 2011, the FASB issued authoritative guidance in regards to the presentation of netting assets and liabilities of financial and derivative instruments as a single amount in the statement of financial position to address the difference between GAAP and IFRS. This authoritative guidance is to be applied for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company does not expect the adoption of this guidance to have a material effect on its Financial Statements.

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

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes thereto included in this Quarterly Report on Form 10-Q. The discussion and analysis may contain forward-looking statements that are based upon current expectations and entail various risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report.

Overview

Our Business

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

For agricultural applications, we have licensed applications of the Factor 5A, DHS and Lipase platforms to enhance the quality, productivity and stress resistance of fruits, flowers, vegetables, agronomic and biofuel feedstock crops through the control of cell death, referred to herein as senescence, and growth in plants.

Human Therapeutic Applications

We believe that our Factor 5A gene regulatory technology could have broad applicability in the human therapeutic field, by either inducing or inhibiting programmed cell death, also known as apoptosis, which is the natural process the human body goes through in order to eliminate redundant or defective cells. Inducing apoptosis is useful in treating cancer where the defective cancer cells have failed to respond to the body’s natural apoptotic signals. Conversely, inhibiting apoptosis may be useful in preventing, ameliorating or treating an exaggerated, acute immune response in a wide range of inflammatory and ischemic diseases attributable to or aggravated by premature apoptosis.

SNS01-T for Multiple Myeloma

We have developed a therapeutic candidate, SNS01-T, an improved formulation of SNS01, for the potential treatment of multiple myeloma. SNS01-T utilizes our Factor 5A technology and comprises of two active components: a DNA plasmid, or pDNA, expressing human eIF5A containing a lysine to arginine substitution at amino acid position 50, or eIF5AK50R, and a small inhibitory RNA, or siRNA. These two components are combined in a fixed ratio with a polymer, polyethyleneimine, or PEI, which enables self-assembly of the DNA and RNA into nanoparticles with demonstrated enhanced delivery to tissues and protection from degradation in the blood stream. Under the control of a B cell selective promoter, SNS01-T’s DNA plasmid up-regulates the apoptotic pathways within cancer cells by preferentially expressing the stable arginine form of the Factor 5A death message in target cells. The siRNA reduces expression of the hypusine form of Factor 5A that supports cell survival and proliferation. The siRNA also down-regulates anti-apoptotic proteins, such as NFkB, ICAM and pro-inflammatory cytokines, which protect malignant cells from apoptosis and promote cell growth in multiple myeloma. The PEI, a cationic polymer, promotes auto-assembly of a nanoparticle with the other two components for intravenous delivery and protects the combination from degradation in the bloodstream until it is taken up by the tumor cell, where the siRNA and DNA plasmid are released.

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We have performed efficacy, toxicological and dose-finding studies in vitro in non-human and human cells and in-vivo in mice for SNS01. Our efficacy studies in severe combined immune-deficient, or SCID, mice with subcutaneous human multiple myeloma tumors tested SNS01 dose ranging from 0.15 mg/kg to 1.5 mg/kg. In these studies, mice treated with a dose of either 0.75 mg/kg or 1.5 mg/kg both showed, compared to relevant controls, a 91% reduction in tumor volume and a decrease in tumor weight of 87% and 95%, respectively. For mice that received smaller doses of either 0.38 mg/kg or 0.15 mg/kg, there was also a reduction in tumor volume of 73% and 61%, respectively, and weight of 74% and 36%, respectively. All SNS01 treated mice survived. This therapeutic dose range study provided the basis for a non-good laboratory practices, or GLP, 8-day maximum tolerated dose study in which normal mice received two intravenous doses of increasing amounts of SNS01 (from 2.2 mg/kg). Body weight, organ weight and serum levels of liver enzymes were used as clinical indices to assess toxicity. A dose between 2.2 mg/kg and 2.9 mg/kg was well tolerated with respect to these clinical indices, and the survival rate at 2.9 mg/kg was 80%. Mice receiving above 2.9 mg/kg of SNS01 showed evidence of morbidity and up to 80% mortality. The 2.9 mg/kg threshold was therefore determined to be the maximum tolerated dose in mice in this study. We have also completed our pivotal GLP toxicology studies in mice and dogs, employing SNS01-T, an improved formulation of SNS01, and have an open investigational new drug application, or IND, with the United States Food and Drug Administration, or FDA. We have also been granted orphan drug status for SNS01-T by the FDA for the potential treatment of multiple myeloma.

We have initiated a Phase 1b/2a clinical study with SNS01-T in multiple myeloma patients. The clinical study is an open-label, multiple-dose, dose-escalation study, which will evaluate the safety and tolerability of SNS01-T when administered by intravenous infusion to relapsed or refractory multiple myeloma patients. The study design calls for four cohorts of three to six patients each. Patients in each cohort will receive twice-weekly dosing for six weeks followed by a four-week safety data review period before escalating to a higher dose level in the next cohort. While the primary objective of the initial study is to evaluate safety and tolerability, the effect of SNS01-T on tumor response will also be evaluated using multiple, well-established criteria including measurement of the monoclonal protein, or M-protein. We have selected Mayo Clinic, University of Arkansas for Medical Sciences and West Virginia University as our clinical sites. The study is open and we have begun treating patients.

We have demonstrated in human multiple myeloma cell lines that there may be an additional benefit to combining SNS01-T with other approved myeloma drugs, such as bortezomib and lenalidomide. We have shown, in vitro, that these drugs are up to forty (40) times more effective in inhibiting cell growth when used in combination with SNS01-T. These results further reinforce the significance of our target and will guide us in designing future clinical studies. Most recently, we have demonstrated a high level of tumor eradication in a mouse model of human multiple myeloma was achieved with a combination of SNS01-T and lenalidomide. While SNS01-T alone performed well by completely eliminating tumors in 40% of the animals, complete tumor eradication was achieved in five out of six or 83% of the treated animals that received SNS01-T combined with the optimal study dose of lenalidomide. This effect has lasted throughout 3 weeks of observation after the end of treatment. Neither dose of lenalidomide used alone eliminated tumors in any of the treated mice.

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SNS01-T for other B cell cancers

We have demonstrated in mice that we can inhibit the growth of both human mantle cell and diffuse large B-cell lymphoma in a dose dependent manner.

We have also demonstrated that the combination of lenalidomide and SNS01-T performs better than either treatment alone in mouse xenograft models of human mantle cell lymphoma. When SCID mice, implanted with an aggressive human mantle cell lymphoma cell line (JVM2), were treated with either 15 mg/kg lenalidomide (5 times weekly by intra-peritoneal injection) or 0.375 mg/kg SNS01-T (twice weekly by intravenous injection) there was a growth delay of 4 days and 14 days, respectively. Mice treated with a combination of both drugs using the same dose levels and dosing regimens exhibited a tumor growth delay of 27 days (p value = 0.0008).

The median survival of mice treated with control nanoparticles was 21 days. Mice treated with lenalidomide or SNS01-T had a median survival of 28 days (33 % increase) and 37 days (76 % increase), respectively. Mice treated with the drug combination had a median survival of 52 days, an increase in survival of 148 %. Survival analysis using the Kaplan-Meier method revealed that treatment of mice with the drug combination resulted in statistically significant increases in survival compared to both SNS01-T (p value = 0.002) and lenalidomide (p value = 0.007) alone. We believe that the results of these studies not only support moving forward in multiple myeloma, but also support extending our clinical evaluation of SNS01-T in other B-cell cancers.

We may consider other human diseases in order to determine the role of Factor 5A and SNS01-T.

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

Agricultural Applications

Our agricultural research focuses on the discovery and development of certain gene technologies, which are designed to confer positive traits on fruits, flowers, vegetables, forestry species and agronomic crops.

We have licensed this technology to various strategic partners. We may continue to license this technology, as opportunities present themselves, to additional strategic partners and/or enter into joint collaborations or ventures.

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

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

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

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Agricultural Development and License Agreements

Effective December 22, 2011, we re-structured its research and development agreement with Rahan Meristem (1998) Ltd (“Rahan”) to reflect the priorities of both Companies. The new agreement is an amendment to the original research and development agreement, dated May 1999, that provided Rahan access to the Company’s proprietary technology enabling the two Companies to engage in a jointly-funded research and development program relating to the development and production of banana plants with improved traits. The new agreement re-structures the collaboration from a cost and profit sharing arrangement to a license agreement, which provides us with a mid- to upper-single digit royalty on incremental revenue as defined in the agreement, from the sale of Rahan’s banana seedling products containing our technology without any future payments by us for the costs of development and commercialization. If a product, which incorporates our technology, is commercialized by Rahan, the royalties will be payable from first commercial sale for the longer of ten (10) years or the expiration of the last valid patent on a country-by-country basis.

On February 8, 2012, we entered into a research and development agreement with BioCorp Ventures, LLC (“BCV”), a division of technology incubator US Equity Holdings, to use our proprietary eukaryotic translation initiation Factor 5A (eIF5A) technology platform for sustainable energy applications (the “Agreement”). BCV, a newly formed start-up company, will have a license to evaluate our technology for the development of plants and plant products suitable for use in the production of biofuel and biofuel feedstock, including all species of algae and all species in the genus Miscanthus (perennial grasses). Biofuels derived from these organisms include biodiesel and bioethanol. The companies will continue ongoing research and development as BCV works on commercializing the technology. BCV will be fully responsible for further assessing the potential of our technology for all biofuel applications and determining the route to the commercialization of biofuel products. Through our significant know-how at the University of Waterloo, we will be responsible for technology transfer and providing technical advice to facilitate BCV’s operations. After the initial evaluation phase, the Agreement provides annual license maintenance payments to us and royalty payments in the mid-single digits if a product is commercialized by BCV. As part of the Agreement, after the initial evaluation phase, we will have a 15% equity interest in BCV and the right to appoint one member to BCV’s advisory board.

As of March 31, 2012, we have nine (9) active license agreements with established agricultural biotechnology companies.

Agricultural Development Program

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

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

Seed Transformation	approximately 1 to 2 years
Greenhouse	approximately 1 to 2 years
Field Trials	approximately 2 to 5 years

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

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

Project	Partner	Status
Banana	Rahan Meristem
- Shelf Life		Field trials
- Disease Resistance		Field trials
Trees	Arborgen
- Growth		Field trials
Alfalfa	Cal/West	Field trials
Corn	Monsanto	Field trials
Cotton	Bayer	Greenhouse
Canola	Bayer	Field trials
Rice	Bayer	Greenhouse
Soybean	Monsanto	Field trials
Turfgrass	The Scotts Company	Greenhouse
Biofuels	BioCorp Ventures	Initial Evaluation

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

Based upon our commercialization strategy, we anticipate that there may be a significant period of time before plants enhanced using our technology reach consumers.

Intellectual Property

We have twenty-four (24) issued patents from the United States Patent and Trademark Office, or PTO, and sixty-five (65) issued patents from foreign countries. Of our eighty-nine (89) domestic and foreign issued patents, fifty-two (52) are for the use of our technology in agricultural applications and thirty-seven (37) relate to human therapeutics applications.

In addition to our eighty-nine (89) patents, we have a wide variety of patent applications, including divisional applications and continuations-in-part, in process with the PTO and internationally. We intend to continue our strategy of enhancing these new patent applications through the addition of data as it is collected.

Our agricultural patents are generally set to expire in 2019 in the United States and 2025 outside the United States. Our core human therapeutic technology patents are set to expire in 2021 in the United States and 2025 outside the United States, and our patents related to multiple myeloma are set to expire, both in and outside the United States in 2029. To the extent our patents have different expiration dates abroad than in the United States, we are currently developing a strategy to extend the United States expiration dates to the foreign expiration dates.

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During our 2011 fiscal year, we reviewed our patent portfolio in order to determine if we could reduce our cost of patent prosecution and maintenance. We identified several patents and patents pending that we believe we no longer need to maintain without having a material impact on the portfolio. We determined that we would no longer incur the cost to prosecute or maintain those patents or patents pending and may allow them to lapse when the next payment was due. Therefore, some of the issued patents may be allowed to lapse in the future.

Liquidity and Capital Resources

Overview

For the nine months ended March 31, 2012, net cash of $3,277,907 was used in operating activities primarily due to a net loss of $3,627,213, which was reduced by non-cash expenses, net of non-cash income, of $487,015. Cash used in operating activities was also reduced by changes in operating assets and liabilities in the amount of $137,709.

The $137,709 change in operating assets and liabilities was primarily the result of an increase in prepaid expenses in the amount of $289,408, a net increase in accounts payable and accrued expenses in the amount of $144,512 and a repayment of a security deposit in the amount of $7,187.

During the nine months ended March 31, 2012, cash used for investing activities amounted to $343,675, which was primarily related to patent costs incurred.

Cash provided by financing activities during the nine months ended March 31, 2012 amounted to $3,218,879, $473,219 of which was related to the placement of common stock through our $5,500,000 ATM facility and $2,745,660 of which was related to the placement of common stock and warrants.

As of March 31, 2012, our cash balance totaled $3,207,251, and we had working capital of $1,409,774.

In January 2012 and March 2012, we received net proceeds of approximately $2,745,660 from the issuance of common stock and warrants.

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

We anticipate that, based upon our cash balance as of March 31, 2012, we will be able to fund our operations through November 30, 2012. However, we have the ability to raise additional capital through our ATM facility, utilize our unused line of credit and, if necessary, delay certain costs. Over such period, we plan to fund our research and development and commercialization activities by:

· utilizing our current cash balance and investments;

· the placement of additional equity or debt instruments;

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

· the possible execution of additional licensing agreements for our technology.

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

Changes to Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies and estimates as set forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011, as amended.

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Results of Operations

Three Months Ended March 31, 2012 andThree Months Ended March 31, 2011

The net loss for the three months ended March 31, 2012 was $1,060,659. The net loss for the three months ended March 31, 2011 was $1,405,108. Such a change represents a decrease in net loss of $344,449, or 24.5%. This decrease in net loss was the result of a decrease in research and development costs and an increase in non-operating income.

Revenue

There was no revenue during the three months ended March 31, 2012 and March 31, 2011.

We anticipate that we will receive future milestone payments in connection with our current agricultural development and license agreements. Additionally, we may receive future royalty payments from our license agreements when our partners commercialize their crops containing our technology. However, it is difficult for us to determine our future revenue expectations because our future milestone payments are primarily contingent on our partners successful implementation of their development plan, we have no history of receiving royalties and the timing and outcome of our experiments, the timing of signing new partner agreements and the timing of our partners moving through the development process into commercialization is difficult to accurately predict.

General and Administrative Expenses

	Three Months Ended March 31,
	2012		2011		Change			%
	(in thousands, except % values)
Payroll and benefits	$	151	$	144	$	7			4.9	%
Investor relations		44		90		(46	)		(51.1	)%
Professional fees		26		39		(13	)		(33.3	)%
Director fees		8		16		(8	)		(50.0	)%
Depreciation and amortization		67		36		31			86.1	%
Other general and administrative		88		82		6			7.3	%
		384		407		(23	)		(5.7	)%
Stock-based compensation		184		160		24			15.0	%
Total general and administrative	$	568	$	567	$	1			00.2	%

· Payroll and benefits for the three months ended March 31, 2012 was higher than for the three months ended March 31, 2011, primarily as a result of salary increases effective July 1, 2011.

· Investor relations fees for the three months ended March 31, 2012 was lower than for the three months ended March 31, 2011, primarily as a result of the costs related to the annual meeting held in March 2011. There was no annual meeting during the three months ended March 31, 2012.

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· Professional fees for the three months ended March 31, 2012 was lower than for the three months ended March 31, 2011, primarily as a result of a decrease in legal fees. Legal fees decreased primarily due to fees incurred in connection with the exploration of alternative uses of our technology during the three months ended March 31, 2011 which were not incurred during the three months ended March 31, 2012.

· Director fees for the three months ended March 31, 2012 was lower than for the three months ended March 31, 2011, primarily as a result of fewer meetings being held during the three months ended March 31, 2012.

· Depreciation and amortization for the three months ended March 31, 2012 was higher than for the three months ended March 31, 2011, primarily as a result of an increase in amortization of patent costs.

· Other general and administrative expenses for the three months ended March 31, 2012 was higher than for the three months ended March 31, 2011, primarily due to a decrease in rent and telecom costs.

· Stock-based compensation for the three months ended March 31, 2012 was higher than for the three months ended March 31, 2011, primarily due to the Black-Scholes value on a greater number of options vesting during the three months ended March 31, 2012.

We expect cash-based general and administrative expenses to remain relatively unchanged over the next twelve months.

Research and Development Expenses

	Three Months Ended March 31,
	2012		2011		Change			%
	(in thousands, except % values)
Payroll	$	43	$	41	$	2			4.9	%
Research contract with the University of Waterloo		139		149		(10	)		(6.7	)%
Other research and development		341		607		(266	)		(43.8	)%
		523		797		(274	)		(34.4	)%
Stock-based compensation		18		3		15			500.0	%
Total research and development	$	541	$	800	$	(259	)		(32.4	)%

· Payroll for the three months ended March 31, 2012 was higher than for the three months ended March 31, 2011, primarily as a result of a salary increases effective July 1, 2011.

· The cost associated with the research contract with the University of Waterloo for the three months ended March 31, 2012 was lower than for the three months ended March 31, 2011, primarily due to a reduction in amount being funded for agricultural research, effective March 1, 2011.

· Other research and development costs for the three months ended March 31, 2012 was lower than for the three months ended March 31, 2011, primarily due to a decrease in the costs incurred in connection with our development of SNS01-T for multiple myeloma. Specifically, during the three months ended March 31, 2011, we incurred significant costs related to the filing and follow up of our investigational new drug application and other preclinical work that we did not incur during the three months ended March 31, 2012. This was partially offset by costs incurred related to the performance of the phase 1b/2a clinical trial for multiple myeloma which were not incurred during the three months ended March 31, 2011.

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· Stock-based compensation for the three months ended March 31, 2012 was higher than for the three months ended March 31, 2011, primarily due to the Black-Scholes value on a greater number of options vesting during the three months ended March 31, 2012.

The breakdown of our research and development expenses between our agricultural and human therapeutic research programs is as follows:

	Three Months Ended March 31,
	2012		%			2011		%
	(in thousands, except % values)
Agricultural	$	48		9	%	$	126		16	%
Human therapeutic		493		91	%		674		84	%
Total research and development	$	541		100	%	$	800		100	%

· Agricultural research expenses for the three months ended March 31, 2012 was lower than for the three months ended March 31, 2011, primarily due to a reduction in the funding for agricultural research at the University of Waterloo.

· Human therapeutic research expenses for the three months ended March 31, 2012 was lower than for the three months ended March 31, 2011, primarily as a result of the timing of certain aspects of the development of our drug candidate, SNS01-T, for treating multiple myeloma. Specifically, during the three months ended March 31, 2011, we incurred costs related to the filing and follow-up of our investigational new drug application and other pre-clinical work that we did not incur during the three months ended March 31, 2012. This was partially offset by costs incurred related to the performance of the Phase 1b/2a clinical trial for multiple myeloma which were not incurred during the three months ended March 31, 2011.

We expect our human therapeutic research program to increase as a percentage of the total research and development expenses as we continue our current research projects and begin new human therapeutic initiatives, in particular as they relate to the clinical development of our drug candidate, SNS01-T, for treating multiple myeloma and other cancers.

Other non-operating income and expense

Fair value – warrant liability

The amounts represent the change in the fair value of the warrant liability for the three months ended March 31, 2012 and 2011.

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Nine Months Ended March 31, 2012 andNine Months Ended March 31, 2011

The net loss for the nine months ended March 31, 2012 was $3,627,213. The net loss for the nine months ended March 31, 2011 was $4,557,147. Such a change represents a decrease in net loss of $929,934, or 20.4%. This decrease in net loss was primarily the result of an increase in revenue and a decrease research and development costs, which was partially offset by an increase in general and administrative expenses and a decrease in other non-operating income.

Revenue

Total revenue in the amount of $200,000 for the nine months ended March 31, 2012 consisted of a milestone payment in connection with an agricultural license agreement.

There was no revenue during the nine months ended March 31, 2011.

We anticipate that we will receive future milestone payments in connection with our current agricultural development and license agreements. Additionally, we may receive future royalty payments from our license agreements when our partners commercialize their crops containing our technology. However, it is difficult for us to determine our future revenue expectations because our future milestone payments are primarily contingent on our partners successful implementation of their development plan, we have no history of receiving royalties and the timing and outcome of our experiments, the timing of signing new partner agreements and the timing of our partners moving through the development process into commercialization is difficult to accurately predict.

General and Administrative Expenses

	Nine Months Ended March 31,
	2012		2011		Change			%
	(in thousands, except % values)
Payroll and benefits	$	447	$	429	$	18			4.2	%
Investor relations		164		196		(32	)		(16.3	)%
Professional fees		429		305		124			40.7	%
Director fees		29		40		(11	)		(27.5	)%
Depreciation and amortization		185		105		80			76.2	%
Other general and administrative		296		334		(38	)		(11.4	)%
		1,550		1,409		141			10.0	%
Stock-based compensation		569		534		35			6.6	%
Total general and administrative	$	2,119	$	1,943	$	176			9.1	%

· Payroll and benefits for the nine months ended March 31, 2012 was higher than for the nine months ended March 31, 2011, primarily as a result of a 401K contribution made during the nine months ended March 31, 2012 and salary increases effective July 1, 2011. There was no 401K contribution during the nine months ended March 31, 2011.

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· Investor relations fees for the nine months ended March 31, 2012 was lower than for the nine months ended March 31, 2011, primarily as a result of lower consultant fees.

· Professional fees for the nine months ended March 31, 2012 was higher than for the nine months ended March 31, 2011, primarily as a result of an increase in legal and accounting fees. Legal fees increased primarily due to fees incurred in connection with the exploration of alternative uses of our technology and discounts on legal fees that were recorded during the nine months ended March 31, 2011 but were not available during the nine months ended March 31, 2012. Accounting fees increased primarily due to the use of a consultant to prepare a valuation of the Company’s intangible assets.

· Director fees for the nine months ended March 31, 2012 was lower than for the nine months ended March 31, 2011, primarily as a result of fewer meetings being held during the nine months ended March 31, 2012.

· Depreciation and amortization for the nine months ended March 31, 2012 was higher than for the nine months ended March 31, 2011, primarily as a result of an increase in amortization of patent costs.

· Other general and administrative expenses for the nine months ended March 31, 2012 was lower than for the nine months ended March 31, 2011, primarily due to a decrease in consultant costs, rent and telecom, which was partially offset by an increase in insurance costs.

· Stock-based compensation for the nine months ended March 31, 2012 was higher than for the nine months ended March 31, 2011, primarily due to the Black-Scholes value on a greater number of options outstanding vesting during the nine months ended March 31, 2012.

We expect cash-based general and administrative expenses to remain relatively unchanged over the next twelve months.

Research and Development Expenses

	Nine Months Ended March 31,
	2012		2011		Change			%
	(in thousands, except % values)
Payroll	$	125	$	137	$	(12	)		(8.8	)%
Research contract with the University of Waterloo		429		463		(34	)		(7.3	)%
Other research and development		1,332		2,502		(1,170	)		(46.8	)%
		1,886		3,102		(1,216	)		(39.2	)%
Stock-based compensation		40		33		7			21.2	%
Total research and development	$	1,926	$	3,135	$	(1,209	)		(38.6	)%

· Payroll for the nine months ended March 31, 2012 was lower than for the nine months ended March 31, 2011, primarily as a result of a bonus that was paid to the VP-Research during the nine months ended March 31, 2011. There were no bonuses paid during the nine months ended March 31, 2012.

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· The cost associated with the research contract with the University of Waterloo for the nine months ended March 31, 2012 was lower than for the nine months ended March 31, 2011, primarily due to a reduction in amount being funded for agricultural research, effective March 1, 2011.

· Other research and development costs for the nine months ended March 31, 2012 was lower than for the nine months ended March 31, 2011, primarily due to a decrease in the costs incurred in connection with our development of SNS01-T for multiple myeloma. Specifically, during the nine months ended March 31, 2011, we incurred significant costs related to our filing and follow-up of our investigational new drug application, pivotal toxicology study and other preclinical work that we did not incur during the nine months ended March 31, 2012. This was partially offset by costs incurred related to the performance of the Phase 1b/2a clinical trial for multiple myeloma which were not incurred during the nine months ended March 31, 2011.

· Stock-based compensation for the nine months ended March 31, 2012 was higher than for the nine months ended March 31, 2011, primarily due to the Black-Scholes value on a greater number of options vesting during the nine months ended March 31, 2012.

The breakdown of our research and development expenses between our agricultural and human therapeutic research programs is as follows:

	Nine Months Ended March 31,
	2012		%			2011		%
	(in thousands, except % values)
Agricultural	$	240		12	%	$	403		13	%
Human therapeutic		1,686		88	%		2,732		87	%
Total research and development	$	1,926		100	%	$	3,135		100	%

· Agricultural research expenses for the nine months ended March 31, 2012 was lower than for the nine months ended March 31, 2011, primarily due to a reduction in the funding for agricultural research at the University of Waterloo and a reduction in the funding for banana field trials due to the conversion of the joint collaboration agreement with Rahan Meristem into a license agreement in December 2011.

· Human therapeutic research expenses for the nine months ended March 31, 2012 was lower than for the nine months ended March 31, 2011, primarily as a result of the timing of certain aspects of the development of our drug candidate, SNS01-T, for treating multiple myeloma. Specifically, during the nine months ended March 31, 2011, we incurred costs related to our filing and follow-up of our investigational new drug application, pivotal toxicology studies and other pre-clinical work that we did not incur during the nine months ended March 31, 2012. This was partially offset by costs incurred related to the performance of the Phase 1b/2a clinical trial for multiple myeloma which were not incurred during the nine months ended March 31, 2011.

We expect our human therapeutic research program to increase as a percentage of the total research and development expenses as we continue our current research projects and begin new human therapeutic initiatives, in particular as they relate to the clinical development of our drug candidate, SNS01-T, for treating multiple myeloma and other cancers.

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Other non-operating income and expense

Fair value – warrant liability

The amounts represent the change in the fair value of the warrant liability for the nine months ended March 31, 2012 and 2011.

Off Balance-Sheet Arrangements

We do not have any off balance-sheet arrangements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Foreign Currency Risk

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

Interest Rate Risk

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

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

The principal executive officer and principal financial officer have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of March 31, 2012. Based on this evaluation, they have concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s, or SEC, rules and forms, and to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure.

(b) Changes in internal controls.

No change in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) occurred during the three month period ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION.

Item 1. Legal Proceedings.

None

Item 1A. Risk Factors.

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

Risks Related to Our Business

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

We are a development stage biotechnology company with a limited operating history and limited assets and capital. We have incurred losses each year since inception and had an accumulated deficit of $65,831,588 at March 31, 2012. We have generated minimal revenues by licensing our technology for certain crops to companies willing to share in our development costs. In addition, our technology may not be ready for commercialization for several years. We expect to continue to incur losses for the next several years because we anticipate that our expenditures on research and development and administrative activities will significantly exceed our revenues during that period. We cannot predict when, if ever, we will become profitable.

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

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

We will need to obtain more funding in the future through collaborations or other arrangements with research institutions and corporate partners, or public and private offerings of our securities, including debt or equity financing. We may not be able to obtain adequate funds for our operations from these sources when needed or on acceptable terms. Future collaborations or similar arrangements may require us to license valuable intellectual property to, or to share substantial economic benefits with, our collaborators. If we raise additional capital by issuing additional equity or securities convertible into equity, our stockholders may experience dilution and our share price may decline. Any debt financing may result in restrictions on our spending.

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

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

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

· seek strategic alliances or business combinations;

· attempt to sell our company;

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· cease operations; or

· declare bankruptcy.

We believe that at the projected rate of spending we should have sufficient cash to maintain our present operations through November 2012. However, we have the ability to raise additional capital through our ATM facility, utilize our unused line of credit and, if necessary, delay certain costs.

We may be adversely affected by the current economic environment.

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

Materials necessary to manufacture some of our compounds currently under development may not be available on commercially reasonable terms, or at all, which may delay our development and commercialization of these compounds.

Some of the materials necessary for the manufacture of our compounds under development may, from time to time, be available either in limited quantities, or from a limited number of manufacturers, or both. Our contract manufacturers need to obtain these materials for our clinical trials and, potentially, for commercial distribution when and if we obtain marketing approval for these compounds. Suppliers may not sell us these materials at the time we need them or on commercially reasonable terms. If we are unable to obtain the materials needed to conduct our clinical trials, product testing and potential regulatory approval could be delayed, adversely affecting our ability to develop the product candidates. Similarly, if we are unable to obtain critical manufacturing materials after regulatory approval has been obtained for a product candidate, the commercial launch of that product candidate could be delayed or there could be a shortage in supply, which could materially affect our ability to generate revenues from that product candidate. If suppliers increase the price of manufacturing materials, the price for one or more of our products may increase, which may make our products less competitive in the marketplace. If it becomes necessary to change suppliers for any of these materials or if any of our suppliers experience a shutdown or disruption at the facilities used to produce these materials, due to technical, regulatory or other reasons, it could harm our ability to manufacture our products.

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

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

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

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

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

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

As of March 31, 2012, we had a cash balance of $3,207,251 and working capital of $1,409,774. Using our available reserves as of March 31, 2012, we believe that we can operate according to our current business plan through November 2012.However, we have the ability to raise additional capital through our ATM facility, utilize our unused line of credit and, if necessary, delay certain costs.

To date, we have generated minimal revenues and anticipate that our operating costs will exceed any revenues generated over the next several years. Therefore, we will be required to raise additional capital in the future in order to operate in accordance with our current business plan, and this funding may not be available on favorable terms, if at all. If we are unable to raise additional funds, we will need to do one or more of the following:

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

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

· seek strategic alliances or business combinations;

· attempt to sell our company;

· cease operations; or

· declare bankruptcy.

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In addition, in connection with any funding, if we need to issue more equity securities than our certificate of incorporation currently authorizes, or more than 20% of the shares of our common stock outstanding, we may need stockholder approval. If stockholder approval is not obtained or if adequate funds are not available, we may be required to curtail operations significantly or to obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates, products or potential markets. Investors may experience dilution in their investment from future offerings of our common stock. For example, if we raise additional capital by issuing equity securities, such an issuance would reduce the percentage ownership of existing stockholders. In addition, assuming the exercise of all options and warrants outstanding and the conversion of the preferred stock into common stock, as of March 31, 2012, we had 132,215,968 shares of common stock authorized but unissued and unreserved, which may be issued from time to time by our board of directors. Furthermore, we may need to issue securities that have rights, preferences and privileges senior to our common stock. Failure to obtain financing on acceptable terms would have a material adverse effect on our liquidity.

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

· the scope of our research and development;

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

· our ability to successfully commercialize our technology;

· competing technological and market developments;

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

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

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

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

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

· our ability to preserve our trade secrets; and

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

As of March 31, 2012, we have been issued twenty-four (24) patents by the PTO and sixty-five (65) patents from foreign countries. We have also filed numerous patent applications for our technology in the United States and in several foreign countries, which technology is vital to our primary business, as well as several continuations in part on these patent applications. Our success depends in part upon the grant of patents from our pending patent applications.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our success depends upon know-how, unpatentable trade secrets, and the skills, knowledge and experience of our scientific and technical personnel. As a result, all employees agreed to a confidentiality provision in their employment agreement that prohibited the disclosure of confidential information to anyone outside of our company, during the term of employment and for five (5) years thereafter. The employment agreements have since been terminated, but the period of confidentiality is still in effect. We also require all employees to disclose and assign to us the rights to their ideas, developments, discoveries and inventions. We also attempt to enter into similar agreements with our consultants, advisors and research collaborators. We cannot assure you that adequate protection for our trade secrets, know-how or other proprietary information against unauthorized use or disclosure will be available.

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

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

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

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

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

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

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

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

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

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

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

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

· the United States Environmental Protection Agency, or EPA, regulates activity related to the invention of plant pesticides and herbicides, which may include certain kinds of transgenic plants; and

· the FDA regulates foods derived from new plant varieties.

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

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

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

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Preclinical studies of our human therapeutic applications may be unsuccessful, which could delay or prevent regulatory approval.

Preclinical studies may reveal that our human therapeutic technology is ineffective or harmful, and/or may be unsuccessful in demonstrating efficacy and safety of our human therapeutic technology, which would significantly limit the possibility of obtaining regulatory approval for any drug or biologic product manufactured with our technology. The FDA requires submission of extensive preclinical, clinical and manufacturing data to assess the efficacy and safety of potential products. Any delay in receiving approval for any applicable IND from the FDA would result in a delay in the commencement of the related clinical trial. Additionally, we could be required to perform additional preclinical studies prior to the FDA approving any applicable IND. Furthermore, the success of preliminary studies does not ensure commercial success, and later-stage clinical trials may fail to confirm the results of the preliminary studies.

Our success will depend on the success of our clinical trials of our human therapeutic applications.

It may take several years to complete the clinical trials of a product, and failure of one or more of our clinical trials can occur at any stage of testing. We believe that the development of our product candidate involves significant risks at each stage of testing. If clinical trial difficulties and failures arise, our product candidate may never be approved for sale or become commercially viable.

There are a number of difficulties and risks associated with clinical trials. These difficulties and risks may result in the failure to receive regulatory approval to sell our product candidate or the inability to commercialize our product candidate. The possibility exists that:

· we may discover that the product candidate does not exhibit the expected therapeutic results in humans, may cause harmful side effects or have other unexpected characteristics that may delay or preclude regulatory approval or limit commercial use if approved;

· the results from early clinical trials may not be statistically significant or predictive of results that will be obtained from expanded advanced clinical trials;

· institutional review boards or regulators, including the FDA, may hold, suspend or terminate our clinical research or the clinical trials of our product candidate for various reasons, including noncompliance with regulatory requirements or if, in their opinion, the participating subjects are being exposed to unacceptable health risks;

· subjects may drop out of our clinical trials;

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· our preclinical studies or clinical trials may produce negative, inconsistent or inconclusive results, and we may decide, or regulators may require us, to conduct additional preclinical studies or clinical trials; and

· the cost of our clinical trials may be greater than we currently anticipate.

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

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

· occurrence of unacceptable toxicities or side effects;

· ineffectiveness of the product candidate;

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

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

· delays in patient enrollment; or

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

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

If our clinical trials for our product candidates are delayed, we would be unable to commercialize our product candidates on a timely basis, which would materially harm our business.

Planned clinical trials may not begin on time or may need to be restructured after they have begun. Clinical trials can be delayed for a variety of reasons, including delays related to:

· obtaining an effective IND or regulatory approval to commence a clinical trial;

· negotiating acceptable clinical trial agreement terms with prospective trial sites;

· obtaining institutional review board approval to conduct a clinical trial at a prospective site;

· recruiting qualified subjects to participate in clinical trials;

· competition in recruiting clinical investigators;

· shortage or lack of availability of supplies of drugs for clinical trials;

· the need to repeat clinical trials as a result of inconclusive results or poorly executed testing;

· the placement of a clinical hold on a study;

· the failure of third parties conducting and overseeing the operations of our clinical trials to perform their contractual or regulatory obligations in a timely fashion; and

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· exposure of clinical trial subjects to unexpected and unacceptable health risks or noncompliance with regulatory requirements, which may result in suspension of the trial.

We believe that our product candidate has significant milestones to reach, including the successful completion of clinical trials, before commercialization. If we have significant delays in or termination of clinical trials, our financial results and the commercial prospects for our product candidates or any other products that we may develop will be adversely impacted. In addition, our product development costs would increase and our ability to generate revenue could be impaired.

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

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

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

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

We face potential product liability exposure far in excess of our limited insurance coverage.

            We may be held liable if any product we or our collaborators develop causes injury or is found otherwise unsuitable during product testing, manufacturing, marketing or sale. Regardless of merit or eventual outcome, product liability claims could result in decreased demand for our product candidates, injury to our reputation, withdrawal of patients from our clinical trials, substantial monetary awards to trial participants and the inability to commercialize any products that we may develop. These claims might be made directly by consumers, health care providers, pharmaceutical companies or others selling or testing our products. We have obtained limited product liability insurance coverage for our clinical trials; however, our insurance may not reimburse us or may not be sufficient to reimburse us for expenses or losses we may suffer. Moreover, if insurance coverage becomes more expensive, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability. If we obtain marketing approval for any of our product candidates, we intend to expand our insurance coverage to include the sale of commercial products, but we may be unable to obtain commercially reasonable product liability insurance for any products approved for marketing. On occasion, juries have awarded large judgments in class action lawsuits for claims based on drugs that had unanticipated side effects. In addition, the pharmaceutical and biotechnology industries, in general, have been subject to significant medical malpractice litigation. A successful product liability claim or series of claims brought against us could harm our reputation and business and would decrease our cash reserves.

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

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

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

Certain provisions of our certificate of incorporation and by-laws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. Our certificate of incorporation authorizes our board of directors to issue, without stockholder approval, except as may be required by the rules of the NYSE Amex, 5,000,000 shares of preferred stock with voting, conversion and other rights and preferences that could adversely affect the voting power or other rights of the holders of our common stock.

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

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

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Risks Related to Our Common Stock

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

The NYSE Amex requires us to meet minimum financial requirements in order to maintain our listing. Currently, we do not meet the $6,000,000 minimum net worth continued listing requirement of the NYSE Amex Exchange and have received a notice of noncompliance from the NYSE Amex Exchange. We submitted a plan of compliance on November 17, 2011 to the NYSE Amex Exchange discussing how we intend to regain compliance with the continued listing requirements. The NYSE Amex Exchange has accepted our plan and granted us an extension until July 20, 2012 to regain compliance with the NYSE Amex’s continuing listing standards, however, if we are unable to meet the plan, it is possible that we will be delisted. If we are delisted from the NYSE Amex, our common stock likely will become a “penny stock.” In general, regulations of the SEC define a “penny stock” to be an equity security that is not listed on a national securities exchange and that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If our common stock becomes a penny stock, additional sales practice requirements would be imposed on broker-dealers that sell such securities to persons other than certain qualified investors. For transactions involving a penny stock, unless exempt, a broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written consent to the transaction prior to the sale. In addition, the rules on penny stocks require delivery, prior to and after any penny stock transaction, of disclosures required by the SEC.

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

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

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

As of March 31, 2012, our executive officers and directors together beneficially own approximately 31.3% of the outstanding shares of our common stock, assuming the conversion of preferred stock and exercise of options and warrants which are currently exercisable or will become exercisable within 60 days of March 31, 2012, held by these stockholders. As a result, these stockholders, acting together, will be able to exercise significant influence over matters requiring approval by our stockholders, including the election of directors, and may not always act in the best interests of other stockholders. Such a concentration of ownership may have the effect of delaying or preventing a change in control of us, including transactions in which our stockholders might otherwise receive a premium for their shares over then-current market prices.

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

As of March 31, 2012, we had 91,872,182 shares of our common stock issued and outstanding and 4,845 shares of convertible preferred stock outstanding which can convert into 18,634,615 shares of common stock. Approximately 34,164,431 shares of such shares are registered pursuant to registration statements on Form S-3 and 76,342,366 of which are either eligible to be sold under SEC Rule 144 or are in the public float. In addition, we have registered 35,890,007 shares of our common stock underlying warrants previously issued on Form S-3 registration statements and we registered 25,215,260 shares of our common stock underlying options granted or to be granted under our stock option plan. Consequently, sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, may have a material adverse effect on our stock price.

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

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

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

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

· quarterly variations in operating results;

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

· changes in accounting treatments or principles;

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

· additions or departures of key personnel;

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

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

· general political, economic and market conditions.

For example, during the quarter ended March 31, 2012, our common stock traded between $0.21 and $0.28 per share.

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

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

Our stockholders may experience substantial dilution as a result of the conversion of convertible preferred stock, the exercise of options and warrants to purchase our common stock, or due to anti-dilution provisions relating to any on the foregoing.

As of March 31, 2012, we have outstanding 4,845 shares of convertible preferred stock which may convert into 18,634,615 shares of our common stock and warrants to purchase 58,985,981 shares of our common stock.  In addition, as of March 31, 2012, we have reserved 25,215,260 shares of our common stock for issuance upon the exercise of options granted or available to be granted pursuant to our stock option plan, all of which may be granted in the future.  Furthermore, in connection with the preferred stock agreements, we are required to reserve an additional 21,064,394 shares of common stock. The conversion of the convertible preferred stock and the exercise of these options and warrants will result in dilution to our existing stockholders and could have a material adverse effect on our stock price. The conversion price of the convertible preferred stock and certain warrants are also subject to certain anti-dilution adjustments.

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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None

Item 6. Exhibits.

Exhibits.

Exhibit No.	Description
4.1	Form of Warrant (Incorporated by reference to Exhibit 4.1 of Senesco Technologies, Inc. current report on Form 8-K filed on January 9, 2012.)
4.2	Form of Warrant (Incorporated by reference to Exhibit 4.1 of Senesco Technologies, Inc. current report on Form 8-K filed on March 2, 2012.)
10.1 +	Biofuels Evaluation and License Agreement by and between BioCorp Ventures LLC, Senesco Technologies, Inc. and Senesco, Inc. dated February 8, 2012 . (filed herewith)
10.2	Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 of Senesco Technologies, Inc. current report on Form 8-K filed on January 9, 2012.)
10.3	Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 of Senesco Technologies, Inc. current report on Form 8-K filed on March 2, 2012.)
31.1	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
31.2	Certification of principal financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.1	Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350. (furnished herewith)
32.2	Certification of principal financial and accounting officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350. (furnished herewith)
101.1	Financial Statements from the Quarterly Report on Form 10-Q of Senesco Technologies, Inc. for the quarter ended March 31, 2012, filed on May 14, 2012, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Stockholder’s Equity; (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements. (filed herewith) + Portions of this Exhibit have been redacted pursuant to a confidential treatment request filed with the SEC.

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SIGNATURES

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

	SENESCO TECHNOLOGIES, INC.
DATE:  May 14, 2012	By:	/s/ Leslie J. Browne
		Leslie J. Browne, Ph.D., President
		and Chief Executive Officer
		(Principal Executive Officer)

DATE:  May 14, 2012	By:	/s/ Joel Brooks
		Joel Brooks, Chief Financial Officer, Secretary and Treasurer
		(Principal Financial and Accounting Officer)

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EX-10.1

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

BIOFUELS EVALUATION AND LICENSE AGREEMENT

This Biofuels Evaluation and License Agreement (this “Agreement”), dated as of February 8, 2012 (the “Effective Date”), is made by and between Senesco Technologies, Inc., a Delaware corporation with a place of business at 721 Route 202/206, Suite 130, Bridgewater, New Jersey 08807 (“Senesco”) and Senesco, Inc., a New Jersey corporation with a place of business at 721 Route 202/206, Suite 130, Bridgewater, New Jersey 08807 a wholly-owned subsidiary of Senesco (“Senesco Sub”, and together with Senesco, the “Senesco Parties”), on the one hand, and BioCorp Ventures LLC, a Delaware limited liability company with a place of business at 336 Bon Air Center #418, Greenbrae, CA 94904 (“BCV”), on the other. The Senesco Parties and BCV are each hereinafter referred to individually as a “Party” and together as the “Parties”; provided, however, that for clarity Senesco Sub does not make any representations or warranties to BCV pursuant to Sections 8.1 or 8.2 and does not have any obligations under Sections 8.4 or 8.6 below.

RECITALS

WHEREAS, the Senesco Parties own certain proprietary technology related to modulating the expression of genes in algal and plant cells to increase yield, increase growth rates and reduce the harmful effects of a wide variety of environmental stresses;

WHEREAS, BCV desires to evaluate the Senesco Parties’ technology and, upon satisfactory completion of such evaluation, to obtain an exclusive license to develop and commercialize such Senesco Parties’ technology in the field of biofuels products, and the Senesco Parties are willing to grant such license on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1.   Certain Defined Terms. The following terms shall have the meanings set forth below:

“Affiliate” means with respect to each Party, any Person that directly or indirectly is controlled by, controls or is under common control with a Party. For the purposes of this definition only, the term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as used with respect to a Person means (a) in the case of a corporate entity, direct or indirect ownership of voting securities entitled to cast at least fifty percent (50%) of the votes in the election of directors or (b) in the case of a non-corporate entity, direct or indirect ownership of at least fifty percent (50%) of the equity interests with the power to direct the management and policies of such entity. For purposes of this Agreement, notwithstanding anything to the contrary herein, neither Senesco nor any other equity holders of BCV shall be deemed to be an Affiliate of BCV, other than a holder of all of the outstanding capital stock of BCV.

“Agreement” has the meaning set forth in the introductory paragraph hereof.

“Applicable Law” means all applicable laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of any federal, national, multinational, state, provincial, county, city or other political subdivision, domestic or foreign.

“Bankruptcy Code” has the meaning set forth in Section 9.9.

“BCV” has the meaning set forth in the introductory paragraph hereof.

“BCV Improvements” means all Sole Inventions and Technology and other intellectual property, whether or not patentable, that are conceived of, discovered, developed or authored after the Effective Date, by or on behalf of BCV, whether alone or together with Third Parties, whether or not in connection with this Agreement, that relate to or are an improvement to or derivative of any Biofuel IP. BCV Improvements excludes Joint Inventions and Joint Patents.

“BCV Indemnitees” has the meaning set forth in Section 8.4(b).

“BCV Owned Service Improvements” means any and all Technology created pursuant to the Services pursuant to Section 2.4 that (a) is not related to or an improvement to or a derivative of the Biofuel IP and (b) is not related to or derived from any research or development conducted by or on behalf of the Senesco Parties or their Affiliates relating to eIF-5A technology.

“Biofuel IP” means (a) the Biofuel Patent Rights; and (b) the Biofuel Know-How.

“Biofuel Know-How” means any and all (a) Existing Technology, (b) Developed Technology and (c) Joint Inventions. The Biofuel Know-How does not include any trademarks, software or information technology systems.

“Biofuel Patent Rights” means (a) the Existing Biofuel Patent Rights, (b) any and all Patent Rights that claim Biofuel Know-How and that are Controlled by the Senesco Parties or their Affiliates as of the Effective Date and/or during the Term, including the Senesco Parties’ and their Affiliates’ interest in any Joint Patent, and (c) Senesco Improvement Patent Rights.

“Commercialization License” has the meaning set forth in Section 2.1(b).

“Commercialization License Commencement Date” means the date of the next day following the Evaluation Period Termination Date.

“Commercially Reasonable Efforts” means, with respect to a Party’s obligation under this Agreement, the carrying out of such obligations in a diligent and sustained manner using such effort and employing such resources as would normally be exerted or employed by a similarly-situated company.

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“Confidential Information” means, with respect to a Party, all proprietary or confidential information and materials (whether or not patentable) disclosed by one Party to the other, including all trade secrets, processes, formulae, data, know-how, improvements, inventions, chemical or biological materials, assays, techniques, marketing plans, strategies, and customer lists, regardless of whether any of the foregoing are marked “confidential” or “proprietary” or communicated to the other Party by the disclosing Party in oral, written, graphic, or electronic form.

“Control” or “Controlled” shall mean with respect to the subject item, the possession (whether by ownership or license, other than pursuant to this Agreement) by a Party of the right to grant to the other Party access or a license as provided herein under such item or right without violating the terms of any agreement or other arrangement with any Third Party or, with respect to any agreements or arrangements executed with any Third Party after the Effective Date, incurring any additional costs or expenses under any such agreement or arrangement, provided that if the other Party agrees to bear such additional costs or expenses with respect to the subject item, such subject item shall be deemed Controlled by the Party granting the access or license herein. Notwithstanding anything to the contrary in this Agreement, no Technology, materials, information or other intellectual property or other proprietary rights not Controlled by a Party or any of its Affiliates prior to an Industry Transaction (as defined below) of such Party will be Controlled for purposes of this Agreement after such Industry Transaction, other than (a) Technology, material, intellectual property or information conceived, reduced to practice, authored, developed, generated or otherwise made by any Person within the Acquiring Group (defined below) as part of the activities under this Agreement or in the course of performing research or development in the Field using the Biofuel IP during the Term, and (b) any Patent Right that claims priority, directly or indirectly, to any other Patent Right first Controlled by a Party of its Affiliates before the Industry Transaction no matter when such Patent Right is filed or issued. For purposes of the foregoing, “Industry Transaction” for a Party shall mean that (x) that such Party will have become an Affiliate of a Third Party or (y) any sale, license or other transfer (in one transaction or a series of related transactions, and by any means, including by merger or consolidation) of all or substantially all of such Party’s assets or that portion of its business pertaining to the subject matter of this Agreement will have occurred to a Third Party (such Third Party in this clause (x) and/or (y), together with its affiliates (for clarity including any Person that becomes an affiliate of such Third Party as a result of the Industry Transaction), the “Acquiring Group”).

“Cover” means, with respect to any Patent Rights, that the manufacture, use, offer for sale, sale or import of any article or composition of matter, or the practice of any process or method, infringes at least one (1) Valid Claim of such Patent Rights.

“Developed Technology” means any and all Technology that is (a) created by or on behalf of the Senesco Parties or their Affiliates in the course of performing research or development in the Field during the Term, or (b) created pursuant to the Services provided by the Senesco Parties’ or their Affiliates’ employees pursuant to Section 2.4 (excluding BCV Owned Service Improvements), in each case that is Controlled by a Senesco Party or its Affiliates during the Term.

“Development Plan” has the meaning set forth in Section 3.1(c).

“Effective Date” has the meaning set forth in the introductory paragraph hereof.

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“Evaluation License” has the meaning set forth in Section 2.1(a).

“Evaluation Period” means the period commencing on the Effective Date and ending on the Evaluation Period Termination Date.

“Evaluation Period Termination Date” means (a) the six (6) month anniversary of the Effective Date, or (b) such earlier date on which BCV elects to terminate the Evaluation Period without terminating this Agreement, by written notice by BCV to Senesco.

“Excluded Products” means the products listed on Schedule B.

“Existing Biofuel Patent Rights” means the Patent Rights listed on Schedule A and any and all continuations, continuations-in-part (solely for claims that claim priority to the Patent Rights listed on Schedule A), and divisionals thereof, and all foreign equivalents of the foregoing Patent Rights, and all reissues, reexaminations and extensions thereof.

“Existing Technology” means any and all Technology that (a) (i) provided proof of concept for the Existing Biofuel Patent Rights, including the coding region, promoter guidance and vectors used for plant transformations, or (ii) is necessary or useful for the practice of the Existing Biofuel Patent Rights or the research, development, manufacture, use or sale of products in the Field and (b) is Controlled by a Senesco Party or its Affiliates as of the Effective Date.

“Field” means any and all (a) plants and plant products (including plant organisms, progeny, cells, seeds, grain, grain component, tissue, and other parts of plants) suitable for use in the production of biofuel and/or biofuel feedstock, including all species of algae and all species in the genus Miscanthus, but excluding the Excluded Products; (b) biodiesel, bioethanol and other biofuels derived from the plants and plant products described in clause (a) above; and (c) other products derived from the plants and plant products described in clause (a), other than pharmaceutical, nutraceutical and food products, provided that the foregoing exclusion of food products shall not apply to algae.

“GAAP” means generally accepted accounting principles in the United States, or internationally, as appropriate, consistently applied and shall mean the international financial reporting standards (“IFRS”) at such time as IFRS (a) becomes the generally accepted accounting standard and applicable laws require that a Party use IFRS or (b) is adopted as the applicable accounting standard of such Party.

“Indemnifying Party” has the meaning set forth in Section 8.4(c).

“Indemnitee” means any Person indemnified under Section 8.4.

“Joint Inventions” has the meaning set forth in Section 6.2.

“Joint Patents” has the meaning set forth in Section 6.2.

“Licenses” means, collectively, the Evaluation License and the Commercialization License.

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“Licensed Products” means any product in the Field that incorporates, contains, utilizes, is enabled by or otherwise exploits the Biofuel IP, or the making, using, selling or importing of which would, absent the Licenses granted hereunder, infringe the Biofuel IP.

“Loss” has the meaning set forth in Section 8.4(a).

“Net Sales” means all amounts received by BCV or its Affiliates in consideration for, or directly in connection with, (a) the sale or any other commercial disposition of Licensed Products by BCV or its Affiliates to Third Parties, including without limitation wholesalers and/or other intermediate Third Parties, or (b) the sale or any other commercial disposition of Licensed Products by BCV to a Sublicensee, where such Sublicensee is the final end user of the Licensed Product and does not resell the Licensed Product, after deducting (i) credits or allowances, if any, actually granted; (ii) discounts, rebates, refunds, and chargebacks, actually granted or allowed, and customary fees paid to distributors; (iii) freight, packaging, storage, shipping and insurance charges; (iv) customs duties; (v) excises, sales taxes, duties or other taxes imposed upon and paid with respect to such sales; and (vi) returns; in each case to the extent specifically related to the Licensed Products and actually allowed, incurred or paid during such period and not already reflected in the amounts received; provided that all of the foregoing deductions are incurred in the ordinary course and calculated in accordance with then-current GAAP. For clarity, Net Sales do not include Sublicense Income. For purposes of example and not limitation, if BCV or its Affiliates sells a quantity of Licensed Product (e.g., Miscanthus seed) to a Third Party or Sublicensee (to the extent within the scope of clause (b) above) and receives a payment therefor, and BCV or its Affiliates subsequently receive payments or other consideration from the Third Party or Sublicensee for a product derived from such quantity of Licensed Product (e.g., seedlings, plants or biofuel), whether characterized as partial payment for the initial sale of the Licensed Product, a success payment, or otherwise, then Net Sales shall include the payment or other consideration received from the initial sale of the Licensed Product to the Third Party as well as such subsequent payments or other consideration (unless such subsequent payments or other consideration fall within the scope of Sublicense Income).

If a Licensed Product is sold together with another product and not separately invoiced or billed, the Parties shall agree upon the appropriate allocation of the amount received in consideration for the Licensed Product, which allocation shall reflect the fair market value of the Licensed Product and the other product. If a Licensed Product contains one or more Traits in addition to the Senesco Trait that confer material benefits to the Licensed Product, then the Parties shall agree upon the appropriate allocation of the amount received in consideration for the Senesco Trait, which allocation shall reflect the fair market value of the Senesco Trait and the other Traits.

“Party” and “Parties” have the meaning set forth in the introductory paragraph hereof.

“Patent Rights” means all rights arising under patents or patent applications (including any patents issuing therefrom), as well as any continuations, continuations-in-part, divisionals thereof and all reissues, reexaminations and extensions thereof.

“Paying Party” has the meaning set forth in Section 4.7.

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“Person” means an individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization or other similar entity or governmental authority.

“Recipient Party” has the meaning set forth in Section 4.7.

“Relinquishing Party” has the meaning set forth in Section 7.1(c).

“Royalty Term” means, on a Licensed Product-by-Licensed Product and country-by-country basis, the period beginning on the date of first commercial sale of a Licensed Product in a country, and ending upon the later of: (a) the ten (10) year anniversary of such first commercial sale and (b) expiration of the last-to-expire Valid Claim of a Biofuel Patent Right Covering such Licensed Product in such country.

“SEC” has the meaning set forth in Section 5.1.

“Senesco” has the meaning set forth in the introductory paragraph hereof.

“Senesco Field” means all applications outside of the Field.

“Senesco Improvement Patent Rights” means any and all Patent Rights that claim Technology created by or on behalf of a Senesco Party or its Affiliates in the course of performing research or development outside of the Field during the Term and which Technology (i) is an improvement to the Existing Technology or any Developed Technology, and (ii) is applicable to plants and plant products (including plant organisms, progeny, cells, seeds, grain, grain component, tissue, and other parts of plants, but excluding Excluded Products).

“Senesco Indemnitees” has the meaning set forth in Section 8.4(a).

“Senesco Parties” has the meaning set forth in the introductory paragraph hereof.

“Senesco Sub” has the meaning set forth in the introductory paragraph hereof.

“Senesco Trait” means any Trait that is caused or regulated by one or more genes and is covered by a claim under the Biofuel Patent Rights.

“Sole Invention” has the meaning set forth in Section 6.2.

“Sublicense” means each sublicense agreement entered into by BCV pursuant to Section 2.2.

“Sublicensee” means any Third Party of BCV to whom BCV grants a Sublicense of the rights granted to BCV under this Agreement, as provided under Section 2.2.

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“Sublicense Income” means any fees, royalties or other consideration received by BCV or its Affiliates from a Sublicensee in consideration for, or directly in connection with, the grant of a Sublicense pursuant to Section 2.2 or from the sale or other commercial disposition of Licensed Products to a Sublicensee (other than the consideration described in clause (b) of the definition of “Net Sales”), including license fees, upfront payments, milestone payments, license maintenance fees and equity; provided, that in the event that BCV receives non-monetary consideration for the grant of a Sublicense, Sublicense Income shall be calculated based on the fair market value of such consideration, assuming an arm’s length transaction made in the ordinary course of business; and provided further that Sublicense Income will be reduced by any amounts returned by BCV on account of refunds or rebates given in respect of Sublicense Income. Sublicense Income will not include (a) loaned or reimbursable amounts (including research and patent expense reimbursements), (b) payments for the supply of products or for research or other services provided by BCV (after the effective date of Licensee’s sublicense agreement with such Sublicensee), but only up to the fully loaded cost of goods (calculated in accordance with GAAP) of such goods or the fully loaded internal cost of such services, or (c) consideration for the purchase of an equity interest in BCV, but only up to the fair market value of such equity interest.

“Technology” means all ideas, inventions, discoveries, biologic and other materials, trade secrets, data, instructions, formulae, designs, specifications, methods, processes, formulations, assays, techniques, know-how, technical information (including structural and functional information), and manufacturing process information, patentable or otherwise.

“Term” has the meaning set forth in Section 9.1.

“Territory” means worldwide.

“Third Party” means any Person other than BCV, the Senesco Parties and their respective Affiliates.

“Third Party Agreements” has the meaning set forth in Section 8.2(d).

“Trait” means any biochemical, physiological, physical or other attribute or phenotype of a cell, plant, or other plant component or organism.

“Valid Claim” means a claim in an unexpired and issued patent or pending patent application that has not been disclaimed, revoked or held invalid or unenforceable by a final unappealable decision of a government agency or court of competent jurisdiction, or unappealed within the time limit allowed for appeal, or which has not been admitted to be invalid or unenforceable through reissue, reexamination or disclaimer or otherwise; provided that, on a country-by-country basis, a patent application pending for more than seven (7) years from the date of filing of such application as a utility, non-provisional application shall not be considered to have any Valid Claim for purposes of this Agreement from and after such seven (7) year date unless and until a patent with respect to such application issues.

“Withholding Taxes” has the meaning set forth in Section 4.7.

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Section 1.2.   Rules of Construction and Interpretation.

(a)       The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “any” means “any and all” unless otherwise clearly indicated by context. “$” as used in this Agreement means the lawful currency of the United States. Where either Party’s consent is required hereunder, except as otherwise specified herein, such Party’s consent may be granted or withheld in such Party’s sole discretion.

(b)       Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any laws herein shall be construed as referring to such laws as from time to time enacted, repealed or amended, (iii) any reference herein to any Person shall be construed to include the Person’s successors and assigns, (iv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (v) all references herein to Articles, Sections or Schedules, unless otherwise specifically provided, shall be construed to refer to Articles, Sections and Schedules of this Agreement.

ARTICLE II

GRANT OF RIGHTS

Section 2.1.   Licenses.

(a)       Evaluation License. Subject to the terms and conditions of this Agreement, during the Evaluation Period the Senesco Parties and their Affiliates grant to BCV, and BCV accepts, an exclusive, royalty-free, sublicensable (pursuant to Section 2.2) license under and to use the Biofuel IP to perform research and development activities with respect to Licensed Products in the Field and in the Territory to evaluate the Biofuel IP in order to determine BCV’s interest in obtaining the Commercialization License (the “Evaluation License”). Each of the Senesco Parties agrees, on behalf of itself and its Affiliates, that other than the Evaluation License, during the Evaluation Period it will not grant a license under or to use the Biofuel IP to research, develop, make, have made, use, import, export, offer to sell or sell Licensed Products in the Field and in the Territory without BCV’s prior written consent. BCV agrees that, during the Evaluation Period, it will not sell, assign, license or otherwise encumber, or transfer or fail to secure all ownership rights in and to any BCV Improvements, BCV Owned Service Improvements, Joint Inventions or Joint Patents (other than the Senesco Parties rights in the Joint Inventions and Joint Patents), provided that BCV may grant non-exclusive licenses to and under the foregoing to Affiliates and Third Parties to perform, during the Evaluation Period, research and development activities on behalf of and for the benefit of BCV with respect to Licensed Products in the Field and in the Territory to evaluate the Biofuel IP in order to determine BCV’s interest in obtaining the Commercialization License.

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(b)       Commercialization License. Subject to the terms and conditions of this Agreement, including the performance of BCV’s payment obligations hereunder, on the Commercialization License Commencement Date the Senesco Parties and their Affiliates grant to BCV, and BCV accepts, an exclusive, royalty-bearing, sublicensable (pursuant to Section 2.2) license under and to use the Biofuel IP to research, develop, make, have made, use, import, export, offer to sell and sell Licensed Products in the Field and in the Territory (the “Commercialization License”).

(c)       Except as expressly set forth in this Agreement, neither Party grants any licenses under its intellectual property rights to the other Party. Moreover, notwithstanding anything to the contrary herein, the Senesco Parties and their Affiliates reserve all rights in and to, and BCV receives no license hereunder to, the Biofuel IP in the Senesco Field.

Section 2.2.   Right to Sublicense.

(a)       BCV may sublicense its rights under the Evaluation License solely to any Affiliate or Third Party engaged by BCV to perform research and/or development activities on behalf of and for the benefit of BCV, but without the right to grant further sublicenses, subject to compliance with the terms of this Agreement. Not later than ten (10) business days after granting any Sublicense, BCV shall provide Senesco with a true and correct copy of the Sublicense agreement.

(b)       On and after the Commercialization License Commencement Date, BCV may sublicense its rights under the Commercialization License to any Affiliate or Third Party, including the right to grant further sublicenses through one or more tiers of sublicensees, subject to compliance with the terms of this Agreement. Not later than ten (10) business days after granting any Sublicense, BCV shall provide Senesco with a true and correct copy of the Sublicense agreement.

(c)       Each Sublicense granted by BCV to a permitted sublicensee pursuant to this Section 2.2 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement and shall not in any way diminish, reduce or eliminate any of BCV’s obligations under this Agreement. Without limiting the foregoing, each Sublicense agreement with a permitted sublicensee shall be in writing and shall contain the following provisions: (i) if the Sublicense includes commercialization rights with respect to Licensed Products, a requirement that such sublicensee submit applicable sales or other reports consistent with the requirements of this Agreement, and (ii) a requirement to keep books and records, and if the Sublicense includes commercialization rights with respect to Licensed Products or the payment of Sublicense Income, to permit Senesco and any licensor to Senesco of Biofuel IP licensed under this Agreement to BCV to audit (through an independent auditor) such books and records, in each case consistent with the requirements of this Agreement, (iii) a requirement that such sublicensee comply with the confidentiality provisions of this Agreement, (iv) a requirement to comply with all other applicable terms of this Agreement, and (v) a provision specifying that Senesco shall be a third party beneficiary of such Sublicense agreement with the independent right to enforce its terms against the sublicensee to the extent reasonably necessary to protect the Senesco Parties’ rights under this Agreement. In addition, BCV shall use Commercially Reasonable Efforts to obtain for Senesco and its licensors (x) the right to audit the books and records of any Sublicensee that does not fall within the requirements of clause (ii) above, and (y) the right to inspect each Sublicensee’s facilities upon reasonable notice to the extent reasonably required to verify the Sublicensee’s compliance with the terms of this Agreement, provided that if BCV is unable to secure such rights for Senesco and its licensors, BCV shall secure such rights for itself, and shall exercise such rights, at Senesco’s cost, promptly after Senesco’s request and provide to Senesco a written report of the audit and/or inspection.

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(d)        BCV shall diligently enforce compliance by each of its sublicensees with the applicable Sublicense agreement. Any act or omission of a sublicensee shall be deemed an act or omission of BCV under this Agreement. If BCV discovers that a sublicensee has taken any action or failed to take any action that would, if done so by BCV, constitute a breach of this Agreement that continues beyond all applicable grace periods, BCV promptly shall notify Senesco thereof, and in addition to taking all actions reasonably necessary to cause the cessation of such breach, BCV shall take such remedial action as may be reasonably requested by Senesco, including termination of such sublicensee’s agreement as reasonably requested by Senesco.

Section 2.3.   Marking. BCV shall label or mark each Licensed Product or the Licensed Product container, package or labeling with the patent number or numbers of any issued or pending patents included in the Biofuel IP that Cover the Licensed Product. The content, form, location and language used for such marking shall be in accordance with the laws and practices of each country in which the Licensed Products are sold or the patents have issued or are pending.

Section 2.4.   Services. If at any time BCV desires that John Thompson or any other employee of a Senesco Party or its Affiliates perform research and development services related to the practice of the Biofuel IP in the Field and/or any Licensed Product, the Parties shall in good faith negotiate for a period of ninety (90) days from BCV’s written request a services agreement pursuant to which such research and development services will be provided to BCV. Such agreement will include provisions addressing confidentiality of each Party’s Confidential Information and clear allocation of ownership of intellectual property rights created by John Thompson and other employees of the Senesco Parties and their Affiliates. Any BCV Owned Service Improvements will be owned by BCV.

Section 2.5.   Jatropha Field Expansion. Senesco will use Commercially Reasonable Efforts to obtain the right to expand the Field of the Commercialization License under this Agreement to include all species in the genus Jatropha, and will keep BCV promptly apprised of Senesco’s progress in this regard. It is the intent of the Parties that such Field expansion would require no additional compensation from BCV to Senesco. Notwithstanding the foregoing, if a Senesco Party would be required to pay compensation to a Third Party in order to grant such Field expansion to BCV, Senesco will so notify BCV and the Parties will discuss and negotiate in good faith the terms of such Field expansion, however, BCV will not be under any obligation to agree to such Field expansion, nor shall the Senesco Parties be required to grant such Field expansion to BCV if BCV elects not to pay any required compensation to such Third Party or if the Parties otherwise are not able to agree upon the terms of such Field expansion.

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ARTICLE III

DEVELOPMENT AND COMMERCIALIZATION
OF LICENSED PRODUCTS

Section 3.1.   Evaluation, Development and Commercialization.

(a)       Evaluation Activities. During the Evaluation Period BCV shall, at its sole cost and expense, perform the validation, market analysis research and other activities described in the Development Plan with respect to Licensed Products in the Field and in the Territory to evaluate the Biofuel IP in order to determine BCV’s interest in obtaining the Commercialization License.

(b)       Development and Commercialization Responsibility. After the Evaluation Period, as between the Parties, BCV shall be fully responsible for, and shall have full control and authority over, the research, development and commercialization of the Licensed Products and all costs and expenses related thereto, including (i) all activities relating to manufacture, supply and sale of all Licensed Products and (ii) all activities relating to any governmental filings, registrations, applications and approvals relating to any of the foregoing.

(c)       Diligence. After the Evaluation Period, BCV shall use Commercially Reasonable Efforts to research, develop and commercialize at least one Licensed Product in the Territory in accordance with the Development Plan attached hereto as Schedule C (as such Development Plan may be updated from time to time by BCV upon written notice to Senesco, the “Development Plan”); provided that the Development Plan shall at all times reflect Commercially Reasonable Efforts to develop and commercialize the Licensed Products). BCV shall provide Senesco with a copy of each updated Development Plan promptly after it has been prepared by BCV. For purposes of this Section 3.1(c), the efforts of BCV’s Affiliates and Sublicensees will also be considered the efforts of BCV.

(d)       Compliance with Law. BCV shall comply in all respects with all Applicable Laws in its research, development and commercialization of Licensed Products.

(e)       Updates and Reports. In addition to royalty information reports to be provided by BCV pursuant to Section 4.6 hereof, BCV shall provide Senesco with (i) written reports at the end of each month during the Evaluation Period, which reports shall update the validation and market research plan and goals in Schedule C, contain all tests, experiments, experimental methods, conditions, results and conclusions with respect to Licensed Products in the Field and the Biofuel IP generated by or for BCV during such month, and contain all tests and experiments planned to be conducted by or for BCV during the subsequent month, and (ii) after the Evaluation Period, written reports at least every six (6) months summarizing BCV’s and any Sublicensees’ efforts to conduct the research, development and commercialization of the Licensed Products as contemplated hereunder. For the avoidance of doubt, such reports after the Evaluation Period shall at minimum discuss in a reasonably detailed fashion the steps BCV and its Sublicensees have taken in the immediately preceding six (6) months with respect to BCV’s obligations under this ARTICLE III. In addition, BCV shall provide Senesco with prompt written notice of the occurrence of the first commercial sale of each of the Licensed Products. All such reports and updates shall be considered Confidential Information of BCV, subject to the terms of ARTICLE V hereof.

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Section 3.2.   Technology Transfer and Assistance. Senesco will, as soon as reasonably possible after the Effective Date, provide BCV with (a) a copy of all Biofuel Know-How reduced to writing and possessed by the Senesco Parties or their Affiliates as of the Effective Date, and (b) upon BCV’s reasonable request, copies of any pending, unpublished Biofuel Patent Rights. Thereafter, Senesco will promptly provide or make available to BCV any additional Biofuel Know-How in the Senesco Parties’ or their Affiliates’ Control. During the first three (3) months after the Effective Date, Senesco will use Commercially Reasonable Efforts to provide reasonable assistance to BCV for the orderly transfer and transition to BCV of all current Senesco Party research and development activities relating to the Biofuel IP in the Field and/or any Licensed Products in the Field, and Senesco will use Commercially Reasonable Efforts to make available to BCV employees and/or consultants of the Senesco Parties with knowledge about the Biofuel IP in the Field and/or any Licensed Products in the Field. During the subsequent nine (9) months, Senesco shall provide up to an aggregate of ten (10) hours per month of such assistance and employee and/or consultant time. Any such access or availability after such twelve (12) month period shall be subject to the Parties entering into a service agreement as contemplated by Section 2.4.

ARTICLE IV

PAYMENTS AND ROYALTIES.

Section 4.1.   Upfront and Other Payments. In partial consideration for entering into this Agreement, BCV shall pay to Senesco the following amounts:

(a)       **** on the Commercialization License Commencement Date; and

(b)       **** on the six (6) month anniversary of the Commercialization License Commencement Date.

Section 4.2.   BCV Equity. On the Commercialization License Commencement Date, in partial consideration for the grant of the Commercialization License, BCV shall issue to Senesco an equity interest representing fifteen percent (15%) of the equity of BCV on a fully-diluted basis, which equity interest will not be diluted by the first $1.0 million of equity investment into BCV, and shall otherwise have the same rights and privileges as the equity interests of BCV that are owned by the founders of BCV (including, if the founders of BCV have such protections,anti-dilution protection for additional financings in excess of the initial $1.0 million investment identical to any anti-dilution protection of the founders of BCV (noting that the founders do not expect to have any such anti-dilution protection)), all on such terms and conditions to be more fully set forth in BCV’s Operating Agreement (“Senesco’s Equity Interest”). In addition, for as long as Senesco retains ownership of Senesco’s Equity Interest, (a) Senesco shall have the right to appoint one (1) member to BCV’s advisory board and (b) in the event of the conversion of BCV from a limited liability company to a corporation, Senesco shall receive shares of capital stock in said corporation such that Senesco’s rights in such corporation (including anti-dilution protection, if any, and the right to the advisory board seat) will be substantially equivalent to Senesco’s Equity Interest.

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Section 4.3.   Ordinary Royalties.

(a)       In addition to the payments specified in Sections 4.1 and 4.4 and the issuance of BCV equity specified in Section 4.2, in partial consideration for the grant of the Commercialization License by the Senesco Parties hereunder, on a Licensed Product-by-Licensed Product and country-by-country basis, during the applicable Royalty Term and subject to the provisions of this Section 4.3, BCV will pay to Senesco a royalty equal to *** of Net Sales of such Licensed Product.

(b)       Only one royalty will be due with respect to the same unit of Licensed Product. No royalties will be due upon the sale or other transfer among BCV and its Affiliates, but in such case the royalty will be due and calculated upon BCV’s or its Affiliates’ Net Sales to the first independent Third Party or Sublicensee. No royalties will accrue on the sale or other disposition of the Licensed Product by BCV or its Affiliates for use in a field trial sponsored or funded by BCV or its Affiliates for which no consideration is received other than reimbursement of costs, or on the disposition of a Licensed Product in reasonable quantities by BCV or its Affiliates as donations (for example, to non-profit institutions or government agencies for a non-commercial purpose), for which no consideration is received.

(c)       BCV will pay Senesco a minimum annual aggregate royalty of *** on each anniversary of the Commercialization License Commencement Date during the Term. For clarity, such payment will not be made on a Licensed Product-by-Licensed Product or country-by-country basis. Each minimum annual royalty payment is creditable in full against payments due Senesco pursuant to Section 4.3(a) solely in the calendar year in which such minimum annual royalty payment is made.

Section 4.4.   Sublicense Income. In addition to the payments specified in Sections 4.1 and 4.3 and the issuance of BCV equity specified in Section 4.2, in partial consideration of the grant of the Commercialization License by the Senesco Parties hereunder, BCV will pay Senesco sublicense fees during the Term in an amount equal to twenty percent (20%) of any Sublicense Income received by BCV or its Affiliates.

Section 4.5.   Payment. All payments to be made by BCV hereunder shall be made in United States Dollars by wire transfer of immediately available funds to such United States bank account as shall be designated by Senesco within thirty (30) days of any applicable due date, and shall be computed in United States dollars at the exchange rate prevailing in each country in the Territory at the close of the last business day of the applicable calendar quarter. The exchange rates used for such conversion shall be those set forth in the Wall Street Journal, New York edition. Late payments shall bear interest at the rate of one percent (1%) of the outstanding balance per month as prorated, or the maximum amount permitted by law, whichever is less. In the event that, by reason of Applicable Laws in any country, it becomes impossible or illegal for BCV to transfer, or have transferred on its behalf, royalties or other payments to Senesco, payments will be made in the country in local currency by deposit in a local bank designated by Senesco.

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Section 4.6.    Sales Reports and Royalty Payments. After the first commercial sale of each Licensed Product and during the Term, BCV shall furnish to Senesco a written report, with respect to each such Licensed Product, within sixty (60) days after the end of each calendar quarter (or portion thereof, if this Agreement terminates during a calendar quarter), showing the amount of royalty and other payments due for the immediately preceding calendar quarter (or portion thereof). Royalty and other payments for each calendar quarter shall be due within sixty (60) days after the end of each calendar quarter (or portion thereof, if this Agreement terminates during a calendar quarter). Each written report shall include a full and accurate accounting of:

(a)          the gross sales and quantity of each Licensed Product sold by BCV and its Affiliates in the preceding calendar quarter;

(b)          the calculation of Net Sales from such gross sales, including each deduction;

(c)          the amount of Sublicense Income received by BCV from its Sublicensees;

(d)          the amount of taxes, if any withheld to comply with Applicable Law; and

(e)          a calculation of payments due to Senesco with respect to the foregoing (including the application of any credits pursuant to Sections 4.3(c) and/or 7.1(a) and any calculation of currency conversion).

If no royalty or other payment is due for any royalty period hereunder, BCV shall so report to Senesco in writing.

Section 4.7.   Tax Withholding. All payments under this Agreement shall be made without any deduction or withholding for or on account of any tax, except as set forth in this Section 4.7. The Parties agree to cooperate with one another and use reasonable efforts to minimize obligations for any and all income or other taxes required by Applicable Law to be withheld or deducted from any of the royalty and other payments made by or on behalf of a Party hereunder (“Withholding Taxes”). The applicable Paying Party under this Agreement (the “Paying Party”) shall, if required by Applicable Law, deduct from any amounts that it is required to pay to the Recipient Party hereunder (the “Recipient Party”) an amount equal to such Withholding Taxes, provided that the Paying Party shall give the Recipient Party reasonable notice prior to paying any such Withholding Taxes. Such Withholding Taxes shall be paid to the proper taxing authority for the Recipient Party’s account and, if available, evidence of such payment shall be secured and sent to recipient within one (1) month of such payment. The Paying Party shall, at the Recipient Party’s cost and expense, do all such lawful acts and things and sign all such lawful deeds and documents as the Recipient Party may reasonably request to enable the Paying Party to avail itself of any applicable legal provision or any double taxation treaties with the goal of paying the sums due to the Recipient Party hereunder without deducting any Withholding Taxes.

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Section 4.8.   Records and Audit. BCV shall keep, and shall cause each of its Affiliates and Sublicensees, if any, to keep, full and accurate books of accounting in accordance with GAAP, as may be reasonably necessary for the purpose of calculating the royalties and other amounts payable to Senesco hereunder. Such books of accounting (including those of BCV’s Affiliates and Sublicensees, if any) shall be kept at their principal place of business and, with all necessary supporting data, shall during all reasonable times during business hours for the three (3) years next following the end of the calendar year to which each shall pertain, be open for inspection upon written notice by Senesco and at Senesco’s sole cost (except as provided below), no more than once per year, by a nationally-recognized independent certified public accountant, for the purpose of verifying royalty and other payment statements for compliance with this Agreement. Such independent certified accountant will execute BCV’s standard form of confidentiality agreement, and will be permitted to share with Senesco solely its findings with respect to the accuracy of the royalties and other amounts reported as payable under this Agreement. The results of each inspection, if any, shall be binding on both Parties. Senesco shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties or other amounts payable for the period of such inspection of more than five percent (5%) of the amount actually paid to Senesco, BCV shall pay for the reasonable out-of-pocket Third Party costs of such audit. In the event such accounting determines that BCV paid Senesco more than the amount properly due in respect of any calendar quarter, then any excess payments made by BCV will be credited against future amounts due to Senesco from BCV, or if no such future amounts are reasonably expected to be due to Senesco from BCV, then Senesco will reimburse BCV for any overpayment by BCV.

ARTICLE V

CONFIDENTIAL INFORMATION

Section 5.1.   Confidentiality Obligations. Each of the Senesco Parties and BCV agree that during the Term and for ten (10) years thereafter, it shall keep confidential, and shall cause its Affiliates and its and their directors, employees, consultants, agents, subcontractors, and sublicensees to keep confidential, all Confidential Information of the disclosing Party. Neither of the Senesco Parties nor BCV nor any of their Affiliates or its or their directors, employees, consultants, agents, subcontractors, or sublicensees shall use Confidential Information of the disclosing Party for any purpose whatsoever other than to exercise any rights granted to it or reserved by it hereunder or to carry out its responsibilities hereunder. Without limiting the foregoing but subject to Section 5.2, Section 5.3, Section 5.4, and Section 5.5 below, each Party may disclose such information to the extent such disclosure is reasonably necessary to (a) file and prosecute patent applications and/or maintain patents which are filed or prosecuted in accordance with the provisions of this Agreement or submit regulatory applications and filings, (b) file, prosecute or defend litigation in accordance with the provisions of this Agreement, or (c) comply with Applicable Laws or the order of a court of competent jurisdiction, including Applicable Laws of the U.S. Securities and Exchange Commission (“SEC”) or any nationally recognized securities exchange, quotation system or over-the-counter market on which such Party has its securities listed or traded; provided, however, that if a Party is required to make any such disclosure of the disclosing Party’s Confidential Information in connection with any of the foregoing, it shall give reasonable advance notice to the disclosing Party of such disclosure requirement and shall use reasonable efforts to assist such disclosing Party in efforts to avoid or minimize the degree of such disclosure and secure confidential treatment of such information required to be disclosed. Moreover, BCV may disclose Confidential Information of the Senesco Parties relating to the research, development or commercialization of the Biofuel IP in the Field and/or any Licensed Products to entities with whom BCV has (or may have) a marketing, commercialization and/or development collaboration and who have a specific need to know such Confidential Information and who are bound in writing by a like obligation of confidentiality and restrictions on use, provided that BCV shall be liable for any breach of such confidentiality and non-use obligations by any such Third Party.

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Section 5.2.   Exclusions. The obligations of confidentiality and non-use imposed by this ARTICLE V shall not apply to any information, data or materials that a receiving Party can demonstrate by written records or other tangible evidence, (a) as of the date of disclosure is demonstrably known to the receiving Party or its Affiliates other than by virtue of a prior confidential disclosure to such Party or its Affiliates; (b) as of the date of disclosure is in, or subsequently becomes publicly known, through no fault or omission of the receiving Party or its Affiliates; (c) is obtained from a Third Party having a lawful right to make such disclosure free from any obligation of confidentiality to the disclosing Party; or (d) is independently developed by or for the receiving Party or its Affiliates without reference to or reliance upon any Confidential Information of the disclosing Party.

Section 5.3.   Limited Disclosure and Use. Each of the Senesco Parties and BCV agree that any disclosure of the other Party’s Confidential Information to any of its Affiliates or its or their directors, employees, consultants, agents, subcontractors, or sublicensees shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement, shall be limited to the maximum extent possible consistent with such rights and responsibilities, and shall only be made if such Persons are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement. Either Party may disclose Confidential Information of the disclosing Party to any bona fide actual or prospective collaborators, underwriters, sublicensees, investors, lenders or other financing sources who are obligated in writing to keep such information confidential on terms as protective as terms of this ARTICLE V, to the extent reasonably necessary to enable such actual or prospective collaborators, underwriters, sublicensees, investors, lenders or other financing sources, acquirors, or companies being acquired by such Party to determine their interest in collaborating with, sublicensing, underwriting or making an investment in, otherwise providing financing to, acquiring or being acquired by the receiving Party; provided that such Party shall be liable for any breach of such confidentiality and non-use obligations by any such Third Party. Each of the Senesco Parties and BCV further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party, except as otherwise required by Applicable Law, and except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, and its and their employees, consultants, agents, subcontractors, and sublicensees to take such action, to preserve the confidentiality of each other Party’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information. Each Party, upon the termination of this Agreement, shall return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations of Confidential Information in any form; provided, however, that a Party may retain (a) any Confidential Information of the other Party relating to any license which expressly survives such termination, provided that such Confidential Information shall remain subject to the obligations of confidentiality set forth herein, and (b) one (1) copy of all other Confidential Information in inactive archives solely for the purpose of maintaining a record of information and materials deemed to be Confidential Information hereunder.

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Section 5.4.   Publicity. Neither Party may publicly disclose the existence or terms or any other matter of fact regarding this Agreement without the prior written consent of the other Party; provided, however, that either Party may make such a disclosure (a) to the extent required to comply with Applicable Laws or court orders or the requirements of the SEC or any nationally recognized securities exchange, quotation system or over-the-counter market on which such Party has its securities listed or traded, or (b) to any actual or prospective collaborators, underwriters, sublicensees, investors, lenders, other financing sources, acquirors, or companies being acquired by such Party who are obligated in writing to keep such information confidential on terms as protective as terms of this ARTICLE V, provided that such Party shall be liable for any breach of such confidentiality and non-use obligations by any such Third Party. The Party desiring to make any such disclosure under clause (a) above shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, which shall be at least five (5) business days, and shall provide the other Party with a written copy thereof. Each Party agrees that it shall reasonably cooperate with the other with respect to all disclosures regarding this Agreement to the SEC and any other governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either Party included in such disclosure.

Section 5.5.   Publications. After the Evaluation Period, BCV may publish or present the results of research and development of the Biofuel IP in the Field and/or a Licensed Product generated by BCV or its Affiliates or Sublicensees, subject to the prior review and approval by Senesco for patentability and protection of the Senesco Parties’ Confidential Information as provided in this Section 5.5. BCV will provide to Senesco the opportunity to review any proposed abstracts, manuscripts or summaries of presentations that cover the results of research and development of the Biofuel IP in the Field and/or a Licensed Product or that may include Senesco Party Confidential Information. Senesco will designate a person or persons who will be responsible for reviewing such publications. Such designated person will respond in writing promptly and in no event later than sixty (60) days after receipt of the proposed material with either approval of the proposed material or a specific statement of concern, based upon either the need to seek patent protection or concern regarding competitive disadvantage arising from the proposal or inclusion of Senesco Party Confidential Information. In the event of concern, BCV agrees not to submit such publication or to make such presentation that contains such information until Senesco is given a reasonable period of time (not to exceed ninety (90) days) to seek patent protection for any material in such publication or presentation that it believes is patentable or to resolve any other issues, and BCV will remove from such proposed publication any Confidential Information of the Senesco Parties as requested by Senesco.

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Section 5.6.   Use of Name; Press Release. Neither Party shall employ or use the name of the other Party in any promotional materials or advertising without the prior express written permission of the other Party. Upon execution of this Agreement, the Parties intend to issue a mutually agreed press release regarding the subject matter of this Agreement. Each Party understands that this Agreement is likely to be of significant interest to investors, analysts and others and, therefore, that either Party has the right to make announcements of events or developments with respect its own development and commercialization activities relating to this Agreement that are material to such Party. The Parties agree that any such announcement will not contain Confidential Information of the disclosing Party (including the terms of this Agreement) or, if disclosure of such Confidential Information is required by the SEC or any nationally recognized securities exchange, quotation system or over-the-counter market on which such Party has its securities listed or traded, will make reasonable efforts to minimize such disclosure and obtain confidential treatment for any such information that is disclosed to a government agency. Each Party agrees to provide the other Party with a copy of any public announcement as soon as reasonably practicable prior to its scheduled release. Except in the case of extraordinary circumstances, each Party will provide the other with an advance copy of any announcement at least five (5) business days prior to its scheduled release. Each Party has the right to expeditiously review and recommend changes to any announcement regarding this Agreement, provided that such right of review and recommendation will only apply for the first time that specific information is disclosed and will not apply to the subsequent disclosure of substantially similar information that has been previously disclosed.

ARTICLE VI

INTELLECTUAL PROPERTY

Section 6.1.   Biofuel IP. As between the Parties, subject to the rights granted to BCV under this Agreement, the Senesco Parties shall retain sole and exclusive ownership of all rights, title and interest in and to the Biofuel IP.

Section 6.2.   Ownership of Inventions. Each Party will exclusively own all Technology developed or conceived and reduced to practice solely by its and its Affiliates’ employees, agents or independent contractors (each, a “Sole Invention”). Although the Parties do not intend or expect to jointly develop any Technology (except pursuant to an agreement entered into pursuant to Section 2.4, which agreement shall separately address ownership and other rights in Technology developed thereunder), in the event they do so, then all inventions made jointly by employees, agents or independent contractors of each Party (including each Party’s Affiliates) will be owned jointly by the Parties such that each Party has an undivided one-half interest therein (“Joint Inventions”). (All Patents claiming patentable Joint Inventions will be referred to as “Joint Patents”). Except to the extent either Party is restricted by the rights granted to the other Party and covenants contained herein, each Party will be entitled to practice, and to grant to Third Parties or its Affiliates or sublicensees the right to practice, inventions claimed in a Joint Patent without restriction or an obligation to account to the other Party.

Section 6.3.   License to Senesco. BCV grants to Senesco, and Senesco accepts, subject to the terms and conditions of this Agreement, an exclusive, fully paid-up, perpetual and worldwide license, with the right to grant sublicenses through multiple tiers, under the BCV Improvements, Joint Inventions and Joint Patents to research, develop, make, have made, use, sell, offer for sale and otherwise commercialize products and services in the Senesco Field.

Section 6.4.   Inventorship. Inventorship and authorship of inventions and other intellectual property rights conceived, reduced to practice and/or authored in connection with this Agreement shall be determined in accordance with the laws of the United States.

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ARTICLE VII

PROVISIONS CONCERNING THE FILING, PROSECUTION
AND MAINTENANCE OF PATENT RIGHTS

Section 7.1.   Patent Filing, Prosecution and Maintenance.

(a)       Subject to the other terms of this ARTICLE VII, the Senesco Parties, at their expense, shall have the sole right, but not the obligation (except as set forth below with respect to the Existing Biofuel Patent Rights), to prepare, file, prosecute, maintain and defend, throughout the world, the Biofuel Patent Rights (other than the Joint Patents, which are addressed in Section 7.1(c) below), including seeking any extensions thereto and supplementary protection certificates therefor. The Senesco Parties will use Commercially Reasonable Efforts to file, prosecute, maintain and defend the Existing Biofuel Patent Rights. Promptly after the filing, submission or receipt thereof, Senesco shall provide BCV with copies of new applications for any Patent Rights that Senesco reasonably determines are Biofuel Patent Rights (other than Joint Patents) and all material correspondence received from and all material submissions to be made to any government patent office or authority with respect to any patent application or patent included in such Biofuel Patent Rights (other than Joint Patents). If the Senesco Parties elect not to file in any country in the Territory a patent application on a patentable Sole Invention of Senesco or its Affiliates constituting Developed Technology, or to cease the prosecution, maintenance or defense of an Existing Biofuel Patent Right, or any other Patent Rights that Senesco reasonably determines are Biofuel Patent Rights (other than Joint Patents), then subject to Senesco’s obligations under the Third Party Agreements, Senesco shall provide BCV with prompt written notice of the decision to not file or continue the prosecution of such patent application or maintenance or defense of such patent in sufficient time to allow BCV to file, continue prosecution of such application or maintain or defend such patent in a timely manner. In such event, subject to the Third Party Agreements in the case of the Existing Biofuel Patent Rights, the Senesco Parties shall permit BCV, in BCV’s sole discretion, to file or continue prosecution or maintenance or defense of such Biofuel Patent Right in the applicable country at BCV’s own expense and in the applicable Senesco Party’s name, and BCV will be entitled to apply all such expense as a credit against any amounts payable to Senesco under this Agreement, provided, however, that any such action does not violate the terms of any judgment, settlement, compromise or other resolution or agreement then binding upon such Senesco Party. Each Party will, at the prosecuting Party’s request and expense, reasonably assist and cooperate in the filing and prosecution, maintenance or defense of any application, amendment, submission, response or correspondence with respect to any such Biofuel Patent Rights. Each Party will give due consideration to the comments of the other Party.

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(b)     Subject to the other terms of this ARTICLE VII, BCV, at its expense, shall have the sole right but not the obligation to prepare, file, prosecute, maintain and defend, throughout the world, any Patent Rights claiming the BCV Improvements, including seeking any extensions thereto and supplementary protection certificates therefor. BCV shall have the first right, but not the obligation, to file or continue prosecution or maintenance of any application for any such Patent Right claiming a BCV Improvement using patent counsel selected by BCV. Promptly after the filing, submission or receipt thereof, then BCV shall provide Senesco with copies of new applications for any such Patent Rights and all material correspondence received from and all material submissions to be made to any government patent office or authority with respect to any patent application or patent claiming BCV Improvements. In addition, if BCV elects not to file in any country in the world a patent application on BCV Improvements, or to cease the prosecution or maintenance or defense of such Patent Rights claiming BCV Improvements in any country in the world, BCV shall provide Senesco with prompt written notice upon the decision to not file or continue the prosecution of such patent application or maintenance or defense of such patent in sufficient time to allow Senesco to file, continue prosecution of such application or maintain or defend such patent in a timely manner. In such event, BCV shall permit Senesco, in Senesco’s sole discretion, to file or continue prosecution or maintenance or defense of such Patent Rights claiming the BCV Improvements in the applicable country at Senesco’s own expense and in BCV’s name, provided, however, that any such action does not violate the terms of any judgment, settlement, compromise or other resolution or agreement then binding upon BCV and provided further that Senesco shall incorporate BCV’s reasonable comments and shall confer and reasonably discuss with BCV any concerns and seek to resolve such concerns by mutual agreement.

(c)     In the case of Joint Inventions, the Parties shall decide whether or not to secure patent protection and which Party shall bear the primary responsibility for preparing, filing and prosecuting the patent applications resulting therefrom. Patent-related expenses for Joint Patents are to be shared equally by the Parties. If the Parties cannot agree which Party shall bear the primary responsibility for preparing, filing, and prosecuting patent applications resulting from a Joint Patent, then counsel mutually agreeable to the Parties shall prepare, file and prosecute the patent applications and the Parties shall equally share the expenses related thereto. Each Party shall promptly render all necessary assistance reasonably requested by the other Party in applying for and prosecuting the patent applications. Neither Party shall file any patent application on Joint Inventions which shall lead to the disclosure of the other Party’s Confidential Information, unless the other Party has first agreed in writing to the filing. If a Party responsible for the prosecution or maintenance of a patent or patent application directed to a Joint Invention elects not to continue prosecution or maintenance of such patent or patent application, the Party will give the other Party notice of such election within a reasonable period prior to allowing such patent or patent application to lapse or become unenforceable, and the other Party will have the right to continue prosecution or maintenance of such patent or patent application. If a Party (the “Relinquishing Party”) declines to pay its share of patent-related expenses for any patent application or patent directed to a Joint Invention, the other Party may assume payment of the Relinquishing Party’s share of the patent-related expenses, and the Relinquishing Party will assign title to such patent application or patent to the Party assuming payment.

Section 7.2.     Notice of Infringement. If, during the Term, either Party learns of any actual, alleged or threatened infringement or misappropriation by a Third Party of any Biofuel IP or BCV Improvements, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement or misappropriation.

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Section 7.3.     Enforcement of Patent Rights.

(a)     BCV shall have the first right (but not the obligation), at its own cost and expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming BCV Improvements, each in the Field, provided that such rights with respect to the Biofuel Patent Rights and Joint Patents shall commence only on and after the Commercialization License Commencement Date, and prior to such date (i) Senesco shall have the exclusive right (but not the obligation) to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights and (ii) neither Party shall have the right to bring suit or take other legal action against any actual, alleged or threatened infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each shall have the right, at its own cost and expense, to be represented in any such action brought by BCV, to the extent involving the Biofuel Patent Rights or Joint Patents, by counsel of Senesco’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of BCV to control the suit or other legal action as described in the first sentence of this Section 7.3(a).

(b)     If none of BCV, its Affiliates or any of its Sublicensees, on its own initiative, files any suit or other legal action against any such infringement to the extent permitted by this Agreement within ninety (90) days after the earliest of notice under Section 7.2 (or, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights with respect to such infringement), then Senesco or its Affiliates shall have the right to bring suit or take other appropriate legal action against such actual, alleged or threatened infringement with respect to the Biofuel Patent Rights, Joint Patents or Patent Rights claiming BCV Improvements in the Field, in Senesco’s name and at its expense, upon written notice delivered to BCV within five (5) days of the expiration of such ninety (90) day or fifteen (15) day period, as the case may be. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco or its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(b).

(c)     Senesco and its Affiliates shall have the sole right, but not the obligation, at its sole expense to file any suit or take other legal action against any infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming the BCV Improvements in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c).

(d)     The Parties shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in any such suit or legal action, that would restrict, waive or otherwise encumber or impair the rights licensed to the applicable Party hereunder, or subject the other Party to any liability or obligations in connection therewith, without the prior written consent of that affected Party.

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(e)        Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit or other legal action taken under Sections 7.3(a) or (b), shall be applied as follows:

(i)      first, to reimburse the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and

(ii)     any amounts remaining shall be allocated as follows: (A) if BCV or any of its Sublicensees is the Party bringing such suit or taking such legal action, all such amounts shall be retained by BCV or such Sublicensee, subject to such amounts being treated as Net Sales for which royalties shall be due to Senesco pursuant to Section 4.2 and (B) if Senesco or its Affiliate is the Party bringing such suit or taking such other legal action, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 applied mutatis mutandis.

(f)        If a Party brings any such suit or legal action under this Section 7.3, the other Party agrees to be joined as a party plaintiff if necessary to prosecute such suit or legal action, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit, at the expense of the Party bringing such suit or legal action; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereunder.

Section 7.4.     Infringement of Third Party Rights. If any Licensed Product that is manufactured, used or sold by or for BCV becomes the subject of a Third Party’s claim or assertion of infringement of a Patent controlled by such Third Party, the Party first having notice of the claim or assertion will promptly notify the other Party in writing, and the Parties will promptly meet to consider the claim or assertion and the appropriate course of action. Each Party has the right to take action to defend any such claim brought against it by a Third Party, provided, however, that neither Party will enter into any settlement of any claim described in this Section 7.4 that affects adversely the other Party’s rights or interests without first obtaining the other Party’s written consent, which consent will not be unreasonably withheld. Nothing in this Section 7.4 will be deemed to relieve either Party of its obligations under Section 8.4.

Section 7.5.     Other Infringement Resolutions. In the event of a dispute or potential dispute which has not ripened into a demand, claim or suit of the types described in Sections 7.3 or 7.4, the same principles governing control of the resolution of the dispute, consent to settlement of the dispute, and implementation of the settlement of the dispute (including the sharing in and allocating the receipt of damages, license fees, royalties and other compensation) will apply.

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ARTICLE VIII

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 8.1.     Mutual Representations and Warranties. BCV hereby represents and warrants to Senesco, and Senesco represents and warrants, to BCV, as to each of the Senesco Parties as follows:

(a)      Corporate Existence and Power. It is a company or corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement.

(b)      Authority and Binding Agreement. As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (iii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, winding-up, moratorium, and similar laws of general application affecting the enforcement of creditors’ rights generally, and subject to general equitable principles, including the fact that the availability of equitable remedies, such as injunctive relief or specific performance, is in the discretion of the court.

(c)      No Conflict. It has not entered, and will not enter, into any agreement with any Third Party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken and will not take any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement does not result in a breach of any other contract to which it is a party.

Section 8.2.     Senesco. Senesco represents and warrants, as of the Effective Date, to BCV that:

(a)      it or Senesco Sub is the sole and exclusive owner of all right, title and interest in the Biofuel IP existing as of the Effective Date and is entitled to grant the Licenses specified herein. The Biofuel IP is free and clear of any liens, charges and encumbrances. Senesco Sub is a wholly owned subsidiary of Senesco. Senesco will promptly notify BCV in writing if at any time during the Term it becomes aware that the foregoing representation and warranty ceases to be true.

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(b)      The Biofuel Patent Rights listed on Schedule A and the Biofuel Know-How provided to BCV pursuant to Section 3.2 constitute all of the Patent Rights and Technology owned by Senesco or its Affiliates on the Effective Date that would, but for the rights granted to BCV pursuant to this Agreement, be infringed or misappropriated by the exercise by BCV of its rights under this Agreement, provided that if after the Effective Date BCV identifies any Biofuel Patent Rights that, as of the Effective Date, have been omitted from Schedule A or Biofuel Know-How that have not been provided to BCV pursuant to Section 3.2, and if such omissions were unintentional BCV’s sole remedy shall be to require Senesco to include (and to cause the Senesco Sub to include) such Biofuel Patent Rights on Schedule A or to provide such Biofuel Know-How to BCV pursuant to Section 3.2.

(c)      To the Senesco Parties’ knowledge, there are no claims, judgments or settlements against or owed by Senesco or its Affiliates or pending or threatened claims or litigation against Senesco or its Affiliates or to which Senesco or its Affiliate is a party relating to the Biofuel IP that would reasonably be expected to impact activities under this Agreement. Without limiting the generality of the foregoing, as of the Effective Date, to the Senesco Parties’ knowledge, no claim has been made against them (i) asserting the invalidity, misuse, unregisterability or unenforceability of any of the Biofuel Patent Rights (other than in the ordinary course of patent prosecution before the U.S. Patent and Trademark Office or any foreign patent office) or (ii) challenging the Senesco Parties’ ownership or Control of the Biofuel IP or making any adverse claim of ownership of the Biofuel IP. Senesco will promptly notify BCV in writing if at any time during the Term it becomes aware that the foregoing representation and warranty ceases to be true.

(d)      Listed on Schedule D are all the agreements existing as of the Effective Date between Senesco or its Affiliates and any Third Parties pursuant to which Senesco or its Affiliates has rights and/or obligations with respect to any Biofuel IP to the extent relevant to BCV’s rights under this Agreement in the Field (“Third Party Agreements”). Prior to the Effective Date Senesco has provided to BCV true and correct copies of all Third Party Agreements from which copies have been redacted only those terms that are not material to either the Senesco Parties’ obligations under this Agreement or the rights granted to BCV under this Agreement. Neither Senesco nor any of its Affiliates is or has been a party to any agreement with the U.S. federal government or an agency thereof pursuant to which the U.S. federal government or such agency provided funding relating to the Biofuel IP or any Licensed Product.

(e)      The Senesco Parties have no knowledge of any Patent Rights (other than the Biofuel Patent Rights) that may be infringed by the practice or use of the Biofuel IP in the Field or by the development, manufacture, use or sale of Licensed Products, and no claim of infringement of the Patent Rights of any Third Party has been made nor, to the Senesco Parties’ knowledge, threatened against Senesco or any of its Affiliates with respect to the practice or use of the Biofuel IP in the Field or the development, manufacture, sale or use of Licensed Products. To the Senesco Parties’ knowledge, neither Senesco nor any of its Affiliates or their respective current or former employees has misappropriated any of the Biofuel Know-How from any Third Party, and the Senesco Parties have no knowledge of any claim by a Third Party that such misappropriation has occurred.

(f)      To the Senesco Parties’ knowledge, the Biofuel IP is not being infringed or misappropriated by any Third Party in the Field.

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Section 8.3.     No Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING WARRANTIES ARISING BY COURSE OF DEALING, PERFORMANCE, CUSTOM OR USAGE IN THE TRADE, AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF ANY LICENSED PRODUCT OR OTHER PRODUCT PURSUANT TO THIS AGREEMENT WILL BE SUCCESSFUL OR THAT ANY PARTICULAR SALES LEVEL WITH RESPECT TO A LICENSED PRODUCT WILL BE ACHIEVED.

Section 8.4.     Indemnification.

(a)      BCV Indemnity. BCV shall indemnify, defend and hold harmless Senesco, its Affiliates and their respective directors, officers, employees, stockholders and agents and their respective successors, heirs and assigns (the “Senesco Indemnitees”) from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) (“Loss”) incurred by or imposed upon such Senesco Indemnitees, or any of them, in connection with any Third Party claims, suits, actions, demands or judgments, including product liability matters, to the extent arising, (i) as a consequence of a material breach by BCV of its representations, warranties, covenants or agreements hereunder, (ii) as a consequence of the gross negligence or willful misconduct of any BCV Indemnitee in exercising its rights or performing its obligations under this Agreement, (iii) out of the conduct by or on behalf of BCV or its Affiliates or Sublicensees of research, development and commercialization activities relating to the Licensed Products, or (iv) out of the sale or use by any Person of any Licensed Products sold by or on behalf of BCV or any of its Affiliates or Sublicensees; except in the case of clauses (iii) and (iv) to the extent such Loss arises from a matter for which Senesco is obligated to indemnify BCV under Section 8.4(b).

(b)      Senesco Indemnity. Senesco shall indemnify, defend and hold harmless BCV, its Affiliates and their respective directors, officers, employees, agents and equity holders and their respective successors, heirs and assigns (the “BCV Indemnitees”), from and against any Loss incurred by or imposed upon such BCV Indemnitees, or any of them, in connection with any Third Party claims, suits, actions, demands or judgments, to the extent arising (i) as a consequence of a material breach by a Senesco Party of its representations, warranties, covenants or agreements hereunder, (ii) as a consequence of the gross negligence or willful misconduct of any Senesco Indemnitee in exercising its rights or performing its obligations under this Agreement, or (iii) out of or related to the exercise by Senesco, its Affiliates or any Third Party deriving rights from Senesco or its Affiliates, of Senesco’s rights under Sections 6.3 or 9.5.

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(c)      Indemnification Procedures. In the event that any Indemnitee is seeking indemnification under this Section 8.4 from a Party (the “Indemnifying Party”), the other Party shall notify the Indemnifying Party of such claim with respect to such Indemnitee as soon as reasonably practicable after the Indemnitee receives notice of the claim, and the Party (on behalf of itself and such Indemnitee) shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim; it being understood and agreed that the right to assume the direction and control of such litigation shall be conditioned upon the ongoing existence of each of the following: (i) the Indemnifying Party expressly agrees in writing to the Indemnified Party without a reservation of rights that, as between the Parties, the Indemnifying Party shall be solely obligated to fully satisfy and discharge the claim notwithstanding any limitation with respect to indemnification included in this Agreement; (ii) such claim is solely for monetary damage; and (iii) such claim shall not involve a criminal matter or be a claim being brought by a governmental authority. The indemnification obligations under this Section 8.4 shall not apply to any harm suffered as a direct result of any delay in notice to the Indemnifying Party hereunder or to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnifying Party, which consent shall not be withheld or delayed unreasonably. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnifying Party and its legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Section 8.4.

Section 8.5.     LIMITATION OF LIABILITY.

(a)      NEITHER PARTY SHALL BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY CLAIMING THROUGH OR UNDER THE OTHER PARTY, FOR ANY LOST PROFITS OR FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT WITH RESPECT TO A BREACH OF EITHER PARTY’S OBLIGATIONS WITH RESPECT TO ARTICLE V, A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER Section 8.4, A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY, OR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

(b)      THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTY’S BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATION OF LIABILITY.

Section 8.6.     Insurance. Each Party will maintain insurance during the Term of this Agreement and for a period of at least two (2) years thereafter with a reputable, solvent insurer in an amount appropriate for its business and products of the type that are the subject of this Agreement, and for its obligations under this Agreement. BCV’s commercial general liability insurance coverage shall name Senesco as an additional insured from the Effective Date forward with respect to BCV’s performance hereof. Each Party will provide the other Party, upon written request, with evidence of the existence and maintenance of such insurance coverage. Moreover, BCV agrees to provide Senesco with certificates evidencing such coverage at least sixty (60) days prior to the first commercial sale of a Licensed Product and at least annually thereafter. Such insurance certificates shall state that such insurance shall not be canceled or materially altered except upon written notice to the other Party.

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ARTICLE IX

TERM AND TERMINATION

Section 9.1.     Term. Unless terminated earlier pursuant to this Article IX, the term of this Agreement (“Term”) shall commence on the Effective Date and shall continue until the expiration of the last-to-expire Royalty Term for a Licensed Product. Upon expiration of the Term, the rights granted under Article 2 will become fully-paid and perpetual.

Section 9.2.     Termination by Senesco.

(a)      Insolvency. Senesco shall have the right, on behalf of the Senesco Parties, to terminate this Agreement, at Senesco’s sole discretion, on written notice to BCV upon the filing by BCV in any court or agency pursuant to any statute or regulation of the United States or any other jurisdiction a petition in bankruptcy or insolvency or for reorganization or similar arrangement for the benefit of creditors or for the appointment of a receiver or trustee of BCV or its assets, or if BCV is served with an involuntary petition against it in any insolvency proceeding, upon the ninety-first (91st) day after such service if such involuntary petition has not previously been stayed or dismissed, or upon the making by BCV of an assignment of substantially all of its assets for the benefit of its creditors.

(b)      Material Breach. Senesco shall have the right, on behalf of the Senesco Parties, to terminate this Agreement, in its entirety or on a Licensed Product-by-Licensed Product basis, at Senesco’s sole discretion, upon delivery of written notice to BCV, in the event of any material breach by BCV of any terms and conditions of this Agreement applicable to this Agreement or such Licensed Product, if such breach has not been cured within (i) thirty (30) days with respect to a material breach involving the failure to make a payment when due or (ii) forty-five (45) days with respect to any other material breach of this Agreement, after written notice thereof is given by Senesco to BCV specifying the nature of the alleged breach.

(c)      Diligence. BCV’s breach of its obligation in Section 3.1(c) to use Commercially Reasonable Efforts to research, develop and commercialize at least one Licensed Product in the Field shall be deemed a material breach of this Agreement. Senesco may exercise its termination right under Section 9.2(b) with respect to such material breach in its sole discretion on a Licensed Product-by-Licensed Product basis or with respect to this Agreement in its entirety.

Section 9.3.     Termination by BCV.

(a)      Insolvency. BCV shall have the right to terminate this Agreement, at BCV’s sole discretion, on written notice to Senesco upon the filing by a Senesco Party in any court or agency pursuant to any statute or regulation of the United States or any other jurisdiction a petition in bankruptcy or insolvency or for reorganization or similar arrangement for the benefit of creditors or for the appointment of a receiver or trustee of a Senesco Party or its assets, or if a Senesco Party is served with an involuntary petition against it in any insolvency proceeding, upon the ninety-first (91st) day after such service if such involuntary petition has not previously been stayed or dismissed, or upon the making by a Senesco Party of an assignment of substantially all of its assets for the benefit of its creditors (“Senesco Party Bankruptcy”). Notwithstanding the foregoing, BCV agrees to exercise the foregoing termination right only in the event that the Senesco Party Bankruptcy has or is reasonably likely to have a material adverse effect on BCV’s rights or the performance of the Senesco Parties’ obligations under this Agreement.

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(b)      Material Breach. BCV may terminate this Agreement in the event of any material breach by a Senesco Party of any terms and conditions of this Agreement, provided that such breach has not been cured within forty-five (45) days after written notice thereof is given by BCV to Senesco specifying the nature of the alleged breach.

(c)      Elective Termination During the Evaluation Period. BCV may terminate this Agreement at any time during the Evaluation Period, for any or no reason, effective upon written notice to Senesco delivered no later than the Evaluation Period Termination Date.

(d)      Elective Termination After the Evaluation Period. BCV may terminate this Agreement at any time on or after the second anniversary of the Commercialization License Commencement Date for any or no reason upon sixty (60) days prior written notice to Senesco.

Section 9.4.     Effect of Termination for Senesco Breach or Insolvency. Notwithstanding anything to the contrary in Section 9.8, if BCV terminates this Agreement pursuant to Section 9.3(a) or (b), then Sections 6.3 and 7.3(c) shall terminate and all the rights granted to BCV in Article 2 and Article 7 will survive such termination until the Term would otherwise expire under Section 9.1; provided, that BCV continues to use Commercially Reasonable Efforts to develop and commercialize Licensed Products in the Field and shall pay all amounts due to Senesco pursuant to Article 4 until such time at which the Term would otherwise have expired under Section 9.1 (at which time the Commercialization License will be fully paid and perpetual pursuant to Section 9.1), which payments may be reduced by any damages awarded in a final judgment (from which no appeal is or may be taken) against the Senesco Parties for their breach of this Agreement.

Section 9.5.     Effect of Termination by BCV During the Evaluation Period. Upon any termination of this Agreement pursuant to Section 9.3(c), notwithstanding anything to the contrary in Section 9.8, the rights and obligations of the Parties hereunder, and all licenses granted to BCV, shall immediately cease, and:

(a)      BCV shall promptly assign to Senesco all of BCV’s rights, title and interest in and to any and all BCV Improvements, BCV Owned Service Improvements, Joint Inventions and Joint Patents.

(b)      Within thirty (30) days after the effective date of termination, BCV shall provide to Senesco a comprehensive final report containing the research and development activities undertaken by BCV during the Evaluation Period, and shall provide Senesco with copies of, and BCV hereby assigns to Senesco all of BCV’s rights, title and interest in and to, all data and results of such activities, including business plans, testing plans, testing results, a summary of all business development initiatives and results, presentations, research materials and industry data (“Final Report”). Senesco may use the information contained in the Final Report for any purpose.

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(c)      BCV shall, and shall cause any Sublicensee or other Person to which BCV has provided any Confidential Information of the Senesco Parties, to return (or purge its systems and files of, and suitably account for) all tangible Confidential Information of the Senesco Parties (including the BCV Improvements, BCV Owned Service Improvements, Joint Inventions and Joint Patents and information contained in the Final Report to the extent they are Confidential Information), except that BCV shall be entitled to retain, through its legal counsel, one (1) copy of such Confidential Information to the extent required under any Applicable Law or to ensure compliance with the terms of this Agreement. BCV shall certify in writing that it has fully complied with its obligations under this Section 9.5(c) within seven (7) days after its receipt of a request by Senesco for such a certification.

(d)      The rights and obligations of the Parties set forth in Section 8.3 (No Warranties), Section 8.4 (Indemnification), Section 8.5 (Limitation of Liability), and Section 8.6 (Insurance) and ARTICLE V (Confidential Information), ARTICLE IX (Term and Termination) and ARTICLE X (Miscellaneous) (and any definitions referred to therein), shall survive termination of this Agreement.

Section 9.6.     Effect of Other Termination. Upon any termination of this Agreement other than pursuant to Section 9.3(a), 9.3(b) or 9.3(c), the rights and obligations of the Parties hereunder, and all licenses granted to BCV, shall immediately cease (except as otherwise provided in this Section 9.6 and Section 9.8), and:

(a)      All amounts due and payable to Senesco prior to the effective date of termination shall be paid to Senesco no later than the effective termination date of this Agreement.

(b)      Should BCV have any inventory of the terminated Licensed Product, other than upon termination of this Agreement pursuant to Section 9.2(b), BCV shall have the right to dispose of such inventory after termination of this Agreement with respect to such terminated Licensed Product (subject to the payment to Senesco of any royalties due hereunder thereon). If Senesco terminates this Agreement pursuant to Section 9.2(b), BCV and its Affiliates and Sublicensees shall immediately cease all sales of the terminated Licensed Products.

(c)      In the event that the Commercialization License is terminated, any granted Sublicenses that include commercialization rights will remain in full force and effect and Senesco will enter into appropriate agreements or amendments to the Sublicense to substitute itself for BCV as the licensor thereunder; provided that (i) the Sublicense complies with the terms of this Agreement, (ii) the Sublicensee is not then in breach of its Sublicense, (iii) the Sublicensee agrees to be bound to the Senesco Parties as licensors under the terms and conditions of the Sublicense without imposing any greater obligation, representation, warranty or liability on the Senesco Parties than imposed on the Senesco Parties under this Agreement, and (iv) all payments under the Sublicense in respect of the Biofuel IP and Licensed Products shall be made directly to Senesco. If any of the foregoing requirements are not satisfied with respect to a Sublicense, such Sublicense shall terminate upon termination of the Commercialization License.

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(d)      Each Party shall return and shall cause any Sublicensee or other Person to which it has provided Confidential Information of the other Party (or purge its systems and files of, and suitably account for) all tangible Confidential Information of the other Party (in the case of termination on a Licensed Product-by-Licensed Product basis, in connection with the terminated Licensed Product(s)), except that such Party shall be entitled to retain, through its legal counsel, one (1) copy of such Confidential Information to the extent required under any Applicable Law or to ensure compliance with the terms of this Agreement. Each Party shall certify in writing that it has fully complied with its obligations under this Section 9.6(d) within seven (7) days after its receipt of a request by the other Party for such a certification.

(e)      The license granted under Section 6.3 shall survive, but shall not include any BCV Improvement that is (i) first conceived, discovered, developed or authored eighteen (18) months or more after the effective date of termination and that is (ii) a BCV Improvement solely by virtue of being related to the Biofuel IP as opposed to an improvement to or derivative of the Biofuel IP. Further, BCV agrees to negotiate in good faith with Senesco with respect to BCV granting to Senesco a royalty-bearing license under any Technology Controlled by BCV that BCV actually uses and is necessary to develop, manufacture or commercialize the Licensed Products in the Field, the terms of such license to be commercially reasonable.

Section 9.7.     Remedies. Except as otherwise expressly set forth in this Agreement, the termination provisions of this ARTICLE IX are in addition to any other relief and remedies available to either Party at law or in equity.

Section 9.8.     Surviving Provisions. Except as otherwise expressly stated in this Agreement, the rights and obligations of the Parties set forth in Section 4.6 (Sales Reports and Royalty Payment) (with respect to the last calendar quarter of the Term), Section 4.7 (Tax Withholding), Section 4.8 (Sales Record Audit), Section 7.1(c) (Prosecution of Joint Patents), Sections 7.3(c) and (d) (with respect to Senesco’s right to enforce certain Patent Rights), Section 8.3 (No Warranties), Section 8.4 (Indemnification), Section 8.5 (Limitation of Liability) and Section 8.6 (Insurance) and ARTICLE V (Confidential Information), ARTICLE VI (Intellectual Property), ARTICLE IX (Term and Termination) and ARTICLE X (Miscellaneous) (and any definitions referred to therein), as well as any rights or obligations otherwise accrued hereunder (including any accrued payment obligations), shall survive the termination of this Agreement for any reason. Termination of this Agreement for any reason shall not release any Party from any liability or obligation that has accrued prior to such expiration or termination, nor affect the survival of any provision hereof to the extent it is expressly stated to survive termination. Termination of this Agreement for any reason shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies, or claims, whether for damages or otherwise, that a Party may have hereunder or that may arise out of or in connection with such termination.

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Section 9.9.     Bankruptcy Rights. All rights and licenses granted under or pursuant to this Agreement by a Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that a Party, as a licensee of intellectual property under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of a rejection of this Agreement by a Party in any bankruptcy proceeding by or against such Party under the U.S. Bankruptcy Code, (a) the other Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in such other Party’s possession, shall be promptly delivered to it upon written request therefor, and (b) such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall not interfere with the other Party’s rights to intellectual property and all embodiments of intellectual property, and shall assist and not interfere with the other Party in obtaining intellectual property and all embodiments of intellectual property from another entity. The term “embodiments” of intellectual property includes all tangible, intangible, electronic or other embodiments of rights and licenses hereunder, including all compounds and products embodying intellectual property, Licensed Products, regulatory filings and related rights, and Biofuel IP, Joint Inventions, Joint Patents and BCV Improvements. The foregoing provisions are without prejudice to any rights a Party, as licensee of intellectual property under this Agreement, may have arising under the Bankruptcy Code or other applicable law.

ARTICLE X

MISCELLANEOUS

Section 10.1.     Notification. All notices, requests and other communications hereunder shall be in writing, shall be addressed to the receiving Party’s address set forth below or to such other address as a Party may designate by notice hereunder, and shall be either (a) delivered by hand, (b) sent by private courier service providing evidence of receipt, or (c) sent by registered or certified mail, return receipt requested, postage prepaid. The addresses and other contact information for the Parties are as follows:

If to Senesco or Senesco Sub:	721 Route 202/206, Suite 130 Bridgewater, New Jersey 08807 Attn: Joel Brooks, CFO
With a copy to:	Dechert LLP Suite 500 902 Carnegie Center Princeton, New Jersey 08540-6531 Attn: James J. Marino

If to BCV: BioCorp Ventures LLC 336 Bon Air Center #418 Greenbrae, CA 94904 Attn: Tony Shapiro

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With a copy to: Faber Daeufer Itrato & Cabot PC 950 Winter Street Suite 4500 Waltham, MA 02451 Attn: Ken Itrato

All notices, requests and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving Party at the address of such Party set forth above, (ii) if sent by private courier, on the day such notice is delivered to the recipient, or (iii) if sent by registered or certified mail, on the fifth (5^th) business day following the day such mailing is made.

Section 10.2.     Governing Law; Jurisdiction. This Agreement shall be deemed to have been made in the State of Delaware, and its form, execution, validity, construction and effect shall be determined in accordance with, and any dispute arising from the performance or breach hereof shall be governed by and construed in accordance with, the laws of the State of Delaware, excluding its body of law controlling conflicts of law. Each of the Parties irrevocably submits to the exclusive jurisdiction of the federal and state courts situated in the State of Delaware for purposes of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby and agrees not to commence any action, suit or proceeding related hereto except in such courts. Neither Party shall challenge or contest the subject matter or personal jurisdiction of any such court or its venue or assert the defense of forum nonconveniens.

Section 10.3.     Entire Agreement. This Agreement, together with all of its Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior representations, understandings and agreements between the Parties with respect to the subject matter hereof. No modification to this Agreement shall be effective unless in writing with specific reference to this Agreement and signed by the Parties.

Section 10.4.     Waiver. The terms or conditions of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed as a continuing waiver of such condition or term or of another condition or term.

Section 10.5.     Headings. Section and subsection headings are inserted for convenience of reference only and do not form part of this Agreement.

Section 10.6.     Assignment. This Agreement shall not be assignable by either Party to any Affiliate or Third Party without the prior written consent of the other Party hereto, except to an entity that acquires all or substantially all of the capital stock, business or assets of the Party to which this Agreement pertains (whether by merger, reorganization, acquisition, sale or otherwise), provided that in each case the assigning Party provides written notice to the other Party of such assignment and the assignee agrees in writing to be bound by the terms and conditions of this Agreement. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any purported assignment in violation of this Section 10.6 shall be null and void, ab initio. In the event that either of the Senesco Parties is party to an Industry Transaction or any other consolidation or reorganization, BCV agrees to reasonably negotiate in good faith any amendments to this Agreement requested by a Senesco Party, so long as such amendments would not have a material adverse effect on BCV’s rights or obligations under this Agreement.

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Section 10.7.     Force Majeure. Except for obligations of payment arising hereunder, neither Party shall be liable to the other for failure or delay in the performance of any of its obligations under this Agreement for the time and to the extent such failure or delay is caused by earthquake, riot, civil commotion, terrorism, war, hostilities between nations, governmental law, order or regulation, embargo, action by the government or any agency thereof, act of God, storm, fire, accident, labor dispute or strike, sabotage, explosion or other similar or different contingencies, in each case, beyond the reasonable control of the respective Party. The Party affected by force majeure shall provide the other Party with full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities), and shall use its commercially reasonable efforts to overcome the difficulties created thereby and to resume performance of its obligations as soon as practicable. If the performance of any obligation under this Agreement is delayed owing to a force majeure for any continuous period of more than three (3) months, the Parties hereto shall consult with respect to an equitable solution including the possible termination of this Agreement.

Section 10.8.     Construction. The Parties hereto acknowledge and agree that: (a) each Party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement; and (c) the terms and provisions of this Agreement shall be construed fairly as to all Parties hereto and not in favor of or against any Party, regardless of which Party was generally responsible for the preparation of this Agreement. Neither Party shall challenge the validity or enforceability of the terms, conditions, obligations and covenants hereunder.

Section 10.9.     Severability. If any provision(s) of this Agreement are or become invalid, are ruled illegal by any court of competent jurisdiction or are deemed unenforceable under then current Applicable Law from time to time in effect during the Term hereof, it is the intention of the Parties that the remainder of this Agreement shall not be affected thereby, provided that a Party’s rights under this Agreement are not materially affected. The Parties hereto covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof that is invalid, illegal or unenforceable, it being the intent of the Parties that the basic purposes of this Agreement are to be effectuated.

Section 10.10.     Status. Nothing in this Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee, or joint venture relationship between the Parties.

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Section 10.11.     Further Assurances. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

Section 10.12.     Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized representative.

SENESCO TECHNOLOGIES, INC.		BIOCORP VENTURES, LLC
By:	/s/ Leslie J. Browne	By:	/s/ Chester Aldridge
Name:	Leslie J. Browne	Name:	Chester Aldridge
Title:	President & CEO	Title:	Managing Director
SENESCO, INC.
By:	/s/ Leslie J. Browne
Name:	Leslie J. Browne
Title:	President

SCHEDULE A

BIOFUEL IP

Country	Status	Application No.	Filing Date	Patent No.	Issue Date	Expiration Date	Title
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ii

SCHEDULE B

EXCLUDED PRODUCTS

Banana seedlings, transgenic banana plants

“Cotton”: Cells, plants, seeds, part of plants of any species of the genus Gossypium cultivated for cotton fiber and/or cotton seed oil production

“Brassica”: Cells, plants, seeds, part of plants of any species of the genus Brassica cultivated for oilseed production, including but not limited to Brassica napus, Brassica juncea, Brassica rapa, Brassica carinata

“Rice”: Oryza sativa sp, and hybrids thereof

Corn, soy and any hybrid varieties thereof

Alfalfa, Medicago species

Garden plants: Bedding plants are flowering plants used in outdoor garden, container and hanging basket settings. Some examples of bedding plants include, but are not limited to, Petunia, Begonia, Impatiens, Marigold, Geranium, Vinca and Pansy.

Potted plants: Potted plants are herbaceous or woody flowering plants used in indoor pot situations for aesthetic purposes. Some examples of potted plants include, but are not limited to, Poinsettia, Lilly, potted Rose, Azalea, African Violet, Chrysanthemum, Kalanchoe and Cyclamen

Turf grass, excluding grasses used for forage: fine turf, amenity turf grass, recreational turf

All trees cultivated, harvested or produced for any purpose (other than those grown for the purpose of edible fruit and nut production) including all derivative products from such trees regardless of end use.

Any and all products, goods or services to the extent incorporating, containing, utilized or enabled by or otherwise exploiting any of the foregoing.

iii

SCHEDULE C

DEVELOPMENT PLAN

BioCorp Ventures development plan consists of 4 primary steps:

1. Validation

2. Market Analysis

3. Use of Funds

4. Capital

Each of these four development plan steps are summarized below.

BCV’s initial Development plan goals are to establish whether or not a commercially viable product for biofuel can be extracted using the Senesco technology. BCV will focus its efforts on that discovery process.

STEP 1. VALIDATION

BCV will likely work with a reputable research center **** for the validation of Senesco’s technology, in particular its improvements to transgenic algae and jatropha compared to wild types and current best commercial strains. Validation may also include a discovery phase whereby additional algal variations are evaluated.

BCV may also elect to work with private individuals (such as John Thompson) for commercial validation processes.

In parallel with validation work, BCV will also engage in:

STEP 2. MARKET ANALYSIS

BCV will work with market experts to determine the best use of funds for market focus, business development and commercialization.

STEP 3. USE OF FUNDS

Upon completion of validation and market analysis, BCV will be in a position to properly evaluate and allocate an appropriate use of funds.

The use of funds will include (but not be limited to) operational needs such as:

1. G&A staffing plans

2. Business development efforts

3. Grant application work

STEP 4. CAPITAL

Capital sources will be determined by the amount of money required to properly execute on the use of funds.

iv

SCHEDULE D

THIRD PARTY AGREEMENTS

Patent License Agreement, between Senesco Technologies, Inc. and Monsanto Company, effective August 6, 2007.

Commercial License Agreement, between Senesco Technologies, Inc. and Arborgen, LLC, effective December 31, 2006.

Development and License Agreement, between Senesco Technologies, Inc. and The Scotts Company, effective March 8, 2004.

License Agreement, between Senesco Technologies, Inc. and Bayer CropScience AG, executed on July 17, 2007.

License Agreement, between Senesco Technologies, Inc. and Bayer CropScience AG, executed on August 30, 2007.

License Agreement, between Senesco Technologies, Inc. and Bayer CropScience GmbH, effective November 8, 2006.

Senesco Inc. License Agreement, between Senesco Technologies, Inc. and Rahan Meristem, effective May 17, 1999.

Development and License agreement, between Senesco Technologies, Inc. and Cal/West Seeds, dated as of September 14, 2002.

v

EX-31.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Leslie J. Browne, Ph.D., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Senesco Technologies, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2012	/s/ Leslie J. Browne
	Leslie J. Browne, Ph.D.
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Joel Brooks, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Senesco Technologies, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2012	/s/ Joel Brooks
	Joel Brooks
	Chief Financial Officer, Secretary and Treasurer
	(Principal Financial and Accounting Officer)

EX-32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Senesco Technologies, Inc. for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof, the undersigned, Leslie J. Browne, Ph.D., President and Chief Executive Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Senesco Technologies, Inc.

Dated: May 14, 2012	/s/ Leslie J. Browne *
	Leslie J. Browne, Ph.D.
	President and Chief Executive Officer
	(Principal Executive Officer)

* A signed original of this written statement required by Section 906 has been provided to us and will be retained by us and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Senesco Technologies, Inc. for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof, the undersigned, Joel Brooks, Chief Financial Officer, Secretary and Treasurer, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Senesco Technologies, Inc.

Dated: May 14, 2012	/s/ Joel Brooks *
	Joel Brooks
	Chief Financial Officer, Secretary and Treasurer
	(Principal Financial and Accounting Officer)

* A signed original of this written statement required by Section 906 has been provided to us and will be retained by us and furnished to the Securities and Exchange Commission or its staff upon request.

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Liquidity

9 Months Ended

Mar. 31, 2012

Liquidity

Note 2 – Liquidity:

As shown in the accompanying condensed consolidated financial statements, the Company has a history of losses with a deficit accumulated during the development stage from July 1, 1998 (inception) through March 31, 2012 of $65,831,588. Additionally, the Company has generated minimal revenues by licensing its technology for certain crops to companies willing to share in its development costs. In addition, the Company’s technology may not be ready for commercialization for several years. The Company expects to continue to incur losses for the next several years because it anticipates that its expenditures on research and development and administrative activities will significantly exceed its revenues during that period. The Company cannot predict when, if ever, it will become profitable.

As of March 31, 2012, the Company had cash and cash equivalents in the amount of $3,207,251, which consisted of checking accounts and money market funds. The Company estimates that its cash and cash equivalents as of March 31, 2012 will cover its expenses through November 2012.

In December 2010, the Company entered into an At Market Issuance Sales Agreement (“ATM”) whereby it may issue up to $5,500,000 of Common Stock under this facility.

The Company will need additional capital and plans to raise additional capital through the placement of debt instruments or equity or both. However, the Company may not be able to obtain adequate funds for its operations when needed or on acceptable terms. If the Company is unable to raise additional funds, it will need to do one or more of the following:

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

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

· seek strategic alliances or business combinations;

· attempt to sell the Company;

· cease operations; or

· declare bankruptcy.

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Basis of Presentation

9 Months Ended

Mar. 31, 2012

Basis of Presentation

Note 1 - Basis of Presentation:

The financial statements included herein have been prepared by Senesco Technologies, Inc. (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011, as amended.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting solely of those which are of a normal recurring nature, necessary to present fairly its financial position as of March 31, 2012, the results of its operations and cash flows for the three months and nine months ended March 31, 2012 and 2011.

Interim results are not necessarily indicative of results for the full fiscal year.

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CONDENSED CONSOLIDATED BALANCESHEETS (USD $)	Mar. 31, 2012	Jun. 30, 2011
CURRENT ASSETS:
Cash and cash equivalents	$ 3,207,251	$ 3,609,954
Prepaid research supplies and expenses	1,735,472	1,446,064
Total Current Assets	4,942,723	5,056,018
Equipment, furniture and fixtures, net	6,454	3,782
Intangibles, net	3,680,235	3,524,731
Deferred income tax assets, net
Security deposit	5,171	12,358
TOTAL ASSETS	8,634,583	8,596,889
CURRENT LIABILITIES:
Accounts payable	804,781	559,525
Accrued expenses	529,060	509,806
Line of credit	2,199,108	2,199,108
Total Current Liabilities	3,532,949	3,268,439
Warrant liabilities	402,900	711,259
Grant payable	99,728	99,728
TOTAL LIABILITIES	4,035,577	4,079,426
Preferred stock, $0.01 par value, authorized 5,000,000 shares
Common stock, $0.01 par value, authorized 350,000,000 shares, issued and outstanding 91,872,182 and 77,769,677, respectively	918,722	777,697
Capital in excess of par	69,511,823	64,488,152
Deficit accumulated during the development stage	(65,831,588)	(60,748,435)
Total Stockholders' Equity	4,599,006	4,517,463
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	8,634,583	8,596,889
Series A Preferred stock
Preferred stock, $0.01 par value, authorized 5,000,000 shares
Preferred stock	37	37
Series B Preferred stock
Preferred stock, $0.01 par value, authorized 5,000,000 shares
Preferred stock	$ 12	$ 12

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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $)	Mar. 31, 2012
Minimum
Issuance of common stock at prices ranging, per share	$ 0.26
Maximum
Issuance of common stock at prices ranging, per share	$ 0.31

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended		165 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Cash flows from operating activities:
Net loss	$ (3,627,213)	$ (4,557,147)	$ (55,497,834)
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash capital contribution			85,179
Noncash conversion of accrued expenses into equity			131,250
Noncash income related to change in fair value of warrant liability	(308,359)	(453,209)	(8,487,285)
Noncash charge for change in warrant terms		115,869	115,869
Issuance of common stock and warrants for interest			2,003,386
Issuance of common stock for services			53,800
Stock-based compensation expense	609,875	568,025	11,949,824
Depreciation and amortization	185,499	105,547	1,027,781
Write-off of intangibles			1,588,087
Deferred rent		(6,045)
Amortization of convertible note discount			10,000,000
Amortization of deferred financing costs			1,227,869
Loss on extinguishment of debt			361,877
(Increase) decrease in operating assets:
Prepaid expenses and other current assets	(289,408)	(15,077)	(1,735,472)
Security deposit	7,187		(5,171)
Increase (decrease) in operating liabilities:
Accounts payable	245,256	(47,139)	804,781
Accrued expenses	(100,744)	(78,720)	461,811
Net cash used in operating activities	(3,277,907)	(4,367,896)	(35,914,248)
Cash flows from investing activities:
Patent costs	(339,214)	(434,941)	(6,117,891)
Purchase of equipment, furniture and fixtures	(4,461)	(2,026)	(184,666)
Net cash used in investing activities	(343,675)	(436,967)	(6,302,557)
Cash flows from financing activities:
Proceeds from grant			99,728
Proceeds from draw-down on line of credit			2,199,108
Proceeds from issuance of preferred stock and warrants, net			10,754,841
Redemption of convertible notes and warrants			(2,160,986)
Deferred financing costs			(651,781)
Proceeds from issuance of common stock and warrants, net and exercise of warrants and options	3,218,879	1,639,460	25,318,146
Net cash provided by financing activities	3,218,879	1,639,460	45,424,056
Net (decrease) increase in cash and cash equivalents	(402,703)	(3,165,403)	3,207,251
Cash and cash equivalents at beginning of period	3,609,954	8,026,296
Cash and cash equivalents at end of period	3,207,251	4,860,893	3,207,251
Supplemental disclosure of non-cash transactions:
Conversion of preferred stock into common stock	1,555	131,312	208,886
Warrants issued for financing costs			690,984
Dividends accrued on preferred stock	119,998	252,500	242,250
Supplemental disclosure of cash flow information:
Cash paid for interest	96,567	79,373	333,701
Bridge notes
Cash flows from financing activities:
Proceeds from issuance of notes			525,000
Supplemental disclosure of non-cash transactions:
Conversion of notes payable into common stock			534,316
Convertible notes
Cash flows from financing activities:
Proceeds from issuance of notes			9,340,000
Supplemental disclosure of non-cash transactions:
Conversion of notes payable into common stock			10,000,000
Preferred Stock
Supplemental disclosure of non-cash transactions:
Allocation of Proceeds to warrants and beneficial conversion feature			7,449,780
Warrants
Supplemental disclosure of non-cash transactions:
Allocation of Proceeds to warrants and beneficial conversion feature		360,733	9,340,000
Interest expense
Supplemental disclosure of non-cash transactions:
Issuance of common stock			2,003,386
Preferred stock dividends
Supplemental disclosure of non-cash transactions:
Issuance of common stock	259,587	1,785,561	3,324,377
Accounts payable
Supplemental disclosure of non-cash transactions:
Issuance of common stock			$ 175,000

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CONDENSED CONSOLIDATED BALANCESHEETS (Parenthetical) (USD $)	Mar. 31, 2012	Jun. 30, 2011
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	5,000,000	5,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	350,000,000	350,000,000
Common stock, issued	91,872,182	77,769,677
Common stock, outstanding	91,872,182	77,769,677
Series A Preferred stock
Preferred stock, shares issued	10,297	10,297
Preferred stock, shares outstanding	3,645	3,690
Preferred stock, liquidation preference	$ 3,827,250	$ 3,792,252
Series B Preferred stock
Preferred stock, shares issued	1,200	1,200
Preferred stock, shares outstanding	1,200	1,200
Preferred stock, liquidation preference	$ 1,260,000	$ 1,230,000

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At Market Issuance Sales Agreement

9 Months Ended

Mar. 31, 2012

At Market Issuance Sales Agreement

Note 10- At Market Issuance Sales Agreement

On December 22, 2010, the Company entered into an At Market Issuance Sales Agreement (the “ATM”) under which the Company, from time to time, may issue and sell shares of its Common Stock, par value $0.01 per share, with an aggregate offering price of up to $5,500,000.

During the nine months ended March 31, 2012, the Company issued 1,817,557 shares of Common Stock under the ATM for gross proceeds in the amount of $505,250. From the inception of the ATM through March 31, 2012, the Company has issued 7,729,014 shares of Common Stock under the ATM for gross proceeds in the amount of $2,358,670.

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Document and Entity Information	9 Months Ended
	Mar. 31, 2012	Apr. 30, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Trading Symbol	SNT
Entity Registrant Name	SENESCO TECHNOLOGIES INC
Entity Central Index Key	0001035354
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		93,721,828

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Preferred Stock

9 Months Ended

Mar. 31, 2012

Preferred Stock

Note 11 –Preferred Stock

On January 6, 2012, in connection with the Company’s placement of common stock and warrants discussed in Note 12, the conversion price on the then outstanding 4,845 shares of Preferred Stock was adjusted from $0.27 to $0.26, resulting in an additional 690,171 shares of Common Stock that will be issued upon conversion of the then outstanding Preferred Stock. In connection with the adjustments to the conversion price, due to a beneficial conversion feature, an additional dividend in the amount of $298,355 was recorded as an increase to both additional paid-in capital and accumulated deficit. As a result of the resets to the conversion price, each share of Preferred Stock was convertible into 3,846 shares of Common Stock (a conversion price of $0.26).

On July 18, 2011, in connection with the Company’s ATM facility discussed in Note 10, the conversion price on the then outstanding 4,860 shares of Preferred Stock was adjusted from $0.30 to $0.27, resulting in an additional 1,800,000 shares of Common Stock that would be issued upon conversion of the then outstanding Preferred Stock. In connection with the adjustments to the conversion price, due to a beneficial conversion feature, an additional dividend in the amount of $778,000 was recorded as an increase to both additional paid-in capital and accumulated deficit. As a result of the resets to the conversion price, each share of Preferred Stock was convertible into 3,704 shares of Common Stock (a conversion price of $0.27).

During the nine months ended March 31, 2012, 45 shares of Preferred Stock were converted into 155,556 shares of Common Stock. During the nine months ended March 31, 2012, the Company issued an additional 1,121,653 shares of Common Stock for the payment of dividends in the amount of $259,587. Total dividends payable on the outstanding 4,845 shares of Preferred Stock at March 31, 2012 amounted to $242,250.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended		165 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Revenue			$ 200,000		$ 1,790,000
Operating expenses:
General and administrative	567,940	567,460	2,118,520	1,943,029	31,009,053
Research and development	540,789	800,341	1,926,492	3,135,200	20,595,850
Total operating expenses	1,108,729	1,367,801	4,045,012	5,078,229	51,604,903
Loss from operations	(1,108,729)	(1,367,801)	(3,845,012)	(5,078,229)	(49,814,903)
Other non-operating income (expense)
Grant income				244,479	244,479
Fair value - warrant liability	76,048	(16,177)	308,359	453,209	8,166,026
Sale of state income tax loss - net					586,442
Other noncash (expense) income, net				(115,869)	205,390
Loss on extinguishment of debt					(361,877)
Write-off of patents abandoned					(1,588,087)
Amortization of debt discount and financing costs					(11,227,870)
Interest expense - convertible notes					(2,027,930)
Interest (expense) income - net	(27,978)	(21,130)	(90,560)	(60,737)	320,496
Net loss	(1,060,659)	(1,405,108)	(3,627,213)	(4,557,147)	(55,497,834)
Preferred dividends	(419,480)	(716,780)	(1,455,940)	(2,398,794)	(10,333,754)
Loss applicable to common shares	$ (1,480,139)	$ (2,121,888)	$ (5,083,153)	$ (6,955,941)	$ (65,831,588)
Basic and diluted net loss per common share	$ (0.02)	$ (0.03)	$ (0.06)	$ (0.10)
Basic and diluted weighted-average number of common shares outstanding	88,942,763	74,904,192	83,000,064	66,731,159

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Share-Based Transactions

9 Months Ended

Mar. 31, 2012

Share-Based Transactions

Note 5 – Share-Based Transactions:

The terms and vesting schedules for share-based awards vary by type of grant and the employment status of the grantee. Generally, the awards vest based upon time-based conditions.

The fair value of each stock option and warrant granted or vesting has been determined using the Black-Scholes model. The material factors incorporated in the Black-Scholes model in estimating the value of the options and warrants include the following:

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2012			2011			2012			2011
Warrants granted		None			None			None			305,000
Options granted		204,170			208,620			5,064,670			4,324,512
Estimated life in years  (1)		3.0-5.5			5.0-5.5			3.0-10.0			5.0-10.0
Risk-free interest rate (2)		0.4%-0.9	%		2.4	%		0.4%-1.9	%		1.3% – 2.9	%
Volatility		88%-104	%		104	%		88%-105	%		104	%
Dividend paid		None			None			None			None

(1) Expected life for employee based stock options was estimated using the “simplified” method, as allowed under the provisions of the Securities and Exchange Commission – Accounting Bulletin no.110.

(2) Represents the interest rate on a U.S. Treasury security with a maturity date corresponding to that of the option or warrant term.

The economic values of the options will depend on the future price of the Company's Common Stock, which cannot be forecast with reasonable accuracy.

A summary of changes in the stock option plan for the nine months ended March 31, 2012 is as follows:

	Number of Options			Weighted-Average Exercise Price
Outstanding at July 1, 2011		11,348,314		$	0.78
Granted		5,064,670			0.23
Exercised		—			—
Expired		(975,000	)		2.32
Outstanding at March 31, 2012		15,437,984		$	0.50
Exercisable at March 31, 2012		9,542,480		$	0.64
Not Exercisable at March 31, 2012		5,895,504		$	0.27

The weighted average grant date fair value of options granted during the nine months ended March 31, 2012 and 2011 was $0.17 and $0.45, respectively.

As of March 31, 2012, the aggregate intrinsic value of stock options outstanding was $113,127, with a weighted-average remaining term of 7.9 years. The aggregate intrinsic value of stock options exercisable at that same date was $47,117, with a weighted-average remaining term of 7.2 years. As of March 31, 2012, the Company has 11,788,876 shares available for future stock option grants.

Stock-based compensation expense for the three months ended March 31, 2012 and March 31, 2011 amounted to $201,847and $163,291, respectively.

Stock-based compensation expense for the nine months ended March 31, 2012 and March 31, 2011 amounted to $609,875and $568,025, respectively.

As of March 31, 2012, total stock-based compensation expense not yet recognized related to stock option grants amounted to approximately $1,212,000, which will be recognized over the next 42 months.

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Loss Per Share

9 Months Ended

Mar. 31, 2012

Loss Per Share

Note 4 - Loss Per Share:

Net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

For all periods presented, basic and diluted loss per share are the same, as any additional Common Stock equivalents would be anti-dilutive. Potentially dilutive shares of Common Stock have been excluded from the calculation of the weighted average number of dilutive common shares.

As of March 31, 2012, there were 93,058,580 additional potentially dilutive shares of Common Stock. These additional shares include 18,634,615 shares issuable upon conversion of the Preferred Stock, and 74,423,965 shares issuable upon the exercise of outstanding options and warrants. As of March 31, 2011, there were 83,228,243 additional potentially dilutive shares of Common Stock. These additional shares included 16,833,333 shares issuable upon conversion of Preferred Stock and 66,394,910 shares issuable upon the exercise of outstanding options and warrants.

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Equity Placement

9 Months Ended

Mar. 31, 2012

Equity Placement

Note 12 – Equity Placement

On January 6, 2012 and March 1, 2012, the Company entered into securities purchase agreements to raise an aggregate of $2,862,012 in gross proceeds through the sale of an aggregate of 11,007,738 shares of its common stock. The investors, excluding officers and directors of Senesco or funds affiliated with such officers or directors participating in the offering, also received 50% warrant coverage at an exercise price of $0.286 per share. The common stock and 50% warrant coverage (the “Unit”) was priced at $0.26 per Unit.

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Fair Value Measurements

9 Months Ended

Mar. 31, 2012

Fair Value Measurements

Note 8 - Fair Value Measurements:

The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2012 and June 30, 2011:

			Fair Value Measurement at
	Carrying		March 31, 2012
	Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	3,207,251	$	3,207,251	$	-	$	-
Liabilities:
Warrant Liabilities	$	402,900	$	-	$	-	$	402,900

			Fair Value Measurement at
	Carrying		June 30, 2011
	Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	3,609,954	$	3,609,954	$	-	$	-
Liabilities:
Warrant Liabilities	$	711,259	$	-	$	-	$	711,259

The following table summarizes the changes in fair value of the Company’s Level 3 financial instruments:

	Nine months ended March 31,
	2012			2011
Beginning Balance	$	711,259		$	2,493,794
Reclassification to equity due to change in terms of common stock warrants		-			(1,173,296	)
Gain due to change in fair value of warrant liabilities, net		(308,359	)		(453,209	)
Ending Balance	$	402,900		$	867,289

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Loan Payable

9 Months Ended

Mar. 31, 2012

Loan Payable

Note 6 –Loan Payable:

On February 17, 2010, the Company entered into a credit agreement with JMP Securities LLC. The agreement provides the Company with, subject to certain restrictions, including the existence of suitable collateral, up to a $3.0 million line of credit upon which the Company may draw at any time (the “Line of Credit”). Any draws upon the Line of Credit accrue at a monthly interest rate of the broker rate in effect at the interest date (which was 3.75% at March 31, 2012), plus 2.0%. There are no other conditions or fees associated with the Line of Credit. The Line of Credit is not secured by any assets of the Company, but it is secured by certain assets of a member of the Company’s Board of Directors, Harlan W. Waksal, M.D., which security interest is currently held by JMP Securities. In April 2011, we were required to enter into a new demand note with the clearing agent for JMP Securities in connection with the Line of Credit.

Total interest expense recorded under the Line of Credit for the three months ended March 31, 2012 and 2011 amounted to $29,779 and $25,986, respectively.

Total interest expense recorded under the Line of Credit for the nine months ended March 31, 2012 and 2011 amounted to $96,567 and $79,373, respectively.

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Income Taxes

9 Months Ended

Mar. 31, 2012

Income Taxes

Note 7 – Income Taxes:

No provision for income taxes has been made for the three months and nine months ended March 31, 2012 and 2011 given the Company’s losses in 2012 and 2011 and available net operating loss carryforwards. A benefit has not been recorded as the realization of the net operating losses is not assured and the timing in which the Company can utilize its net operating loss carryforwards in any year or in total may be limited by provisions of the Internal Revenue Code regarding changes in ownership of corporations.

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Warrant Liabilities

9 Months Ended

Mar. 31, 2012

Warrant Liabilities

Note 9 – Warrant Liabilities:

The warrant liabilities represent the fair value of Common Stock purchase warrants, which have exercise price reset features and cash settlement features.

The fair value of the warrants that have exercise price reset features is estimated using an adjusted Black-Scholes model. The Company computes valuations, each quarter, using the Black-Scholes model for such warrants to account for the various possibilities that could occur due to changes in the inputs to the Black-Scholes model as a result of contractually-obligated changes. The Company effectively weights each calculation based on the likelihood of occurrence to determine the value of the derivative at the reporting date. The Company has an unobservable input for the estimation of the likelihood of a reset occurring, which was estimated to be 75% made up of various reset amounts with probabilities ranging between 10% and 25% per occurrence. These estimates of the likelihood of completing an equity raise that would meet the criteria to trigger the reset provisions are based on numerous factors, including the remaining term of the financial instruments and the Company’s overall financial condition.

The fair value of the warrants that have cash settlement features is estimated using a probability –weighted Black-Scholes model. The unobservable input used by the Company on certain warrants was the estimation of the likelihood of a fundamental transaction, as defined in the related agreements, which was estimated to be 15% at March 31, 2012.

Changes in the unobservable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable input used in the fair value measurement is the estimation of the likelihood of the occurrence of a change to the strike price of the warrants or the occurrence of a fundamental transaction. A significant increase (decrease) in the this likelihood would result in a higher (lower) fair value measurement.

During the nine months ended March 31, 2012 and 2011, the Company revalued all of the remaining warrant liabilities, using the adjusted Black-Scholes and Black-Scholes models. A gain on the change in fair value of the warrant liabilities in the amount of $308,359and $453,209 was recorded in the Condensed Consolidated Statement of Operations for the nine months ended March 31, 2012 and 2011, respectively.

At March 31, 2012 and 2011, there were an aggregate of 21,307,814 warrants included in the fair value of the warrant liabilities, which are valued at $402,900 and $867,289, respectively.

The assumptions used to value the warrants were as follows:

	March 31, 2012		June 30, 2011
Warrants issued on December 20, 2007
Estimated life in years		0.75		1.50
Risk-free interest rate (1)		0.19%		0.45%
Volatility		73%		79%
Dividend paid		None		None
Range of estimated strike prices		$0.34 - $0.40		$0.41 - $0.49
Range of estimated probabilities		10% - 25%		25% - 50%
Warrants issued on June 30, 2008
Estimated life in years		1.25		2.00
Risk-free interest rate (1)		0.19%		0.45%
Volatility		73%		79%
Dividend paid		None		None
Range of estimated strike prices		$0.34 - $0.40		$0.41 - $0.49
Range of estimated probabilities		10% - 25%		25% - 50%
Warrants issued on April 1, 2010
Estimated life in years		3.00		3.75
Risk-free interest rate (1)		0.51%		1.29%
Volatility		85%		107%
Dividend paid		None		None
Estimated probability of fundamental transaction		15%		15%

(1) Represents the interest rate on a U.S. Treasury security with a maturity date corresponding to that of the warrant term.

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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $)	Total	Preferred Stock	Common Stock	Capital in Excess of Par Value	Deficit Accumulated During the Development Stage
Beginning Balance at Jun. 30, 2011	$ 4,517,463	$ 49	$ 777,697	$ 64,488,152	$ (60,748,435)
Beginning Balance (in shares) at Jun. 30, 2011		4,890	77,769,677
Issuance of common stock at prices ranging from $0.26 per share to $0.31 per share (in shares)			12,825,296
Issuance of common stock at prices ranging from $0.26 per share to $0.31 per share	3,367,262		128,253	3,239,009
Commissions and other fees related to the issuance of common stock	(148,383)			(148,383)
Preferred stock converted into common stock (in shares)		(45)	155,556
Preferred stock converted into common stock			1,555	(1,555)
Issuance of common stock in lieu of cash payment for dividends (in shares)			1,121,653
Issuance of common stock in lieu of cash payment for dividends	122,252		11,217	248,370	(137,335)
Deemed dividend - Preferred Stock				1,076,355	(1,076,355)
Fair market value of options and warrants vested	609,875			609,875
Dividends accrued and unpaid at March 31, 2012	(242,250)				(242,250)
Net loss	(3,627,213)				(3,627,213)
Ending Balance at Mar. 31, 2012	$ 4,599,006	$ 49	$ 918,722	$ 69,511,823	$ (65,831,588)
Ending Balance (in shares) at Mar. 31, 2012		4,845	91,872,182

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Intangible Assets

9 Months Ended

Mar. 31, 2012

Intangible Assets

Note 3 – Intangible Assets:

The Company conducts research and development activities, the cost of which is expensed as incurred, in order to generate patents that can be licensed to third parties in exchange for license fees and royalties. Because the patents are the basis of the Company’s future revenue, the patent costs are capitalized. The capitalized patent costs represent the outside legal fees incurred by the Company to submit and undertake all necessary efforts to have such patent applications issued as patents.

The length of time that it takes for an initial patent application to be approved is generally between four to six years. However, due to the unique nature of each patent application, the actual length of time may vary. If a patent application is denied, the associated cost of that application would be written off. However, the Company has not had any patent applications denied as of March 31, 2012. Additionally, should a patent application become impaired during the application process, the Company would write down or write off the associated cost of that patent application.

Issued patents and agricultural patent applications pending are being amortized over a period of 17 years from inception. The Company assesses the impairment in value of intangible assets whenever events or circumstances indicate that their carrying value may not be recoverable. Factors the Company considers important which could trigger an impairment review include the following:

• significant negative industry trends;

• significant underutilization of the assets;

• significant changes in how the Company uses the assets or its plans for their use; and

• changes in technology and the appearance of competing technology.

If a triggering event occurs and the Company's review determines that the future undiscounted cash flows related to the groups, including these assets, will not be sufficient to recover their carrying value, the Company will reduce the carrying values of these assets down to its estimate of fair value and continue amortizing them over their remaining useful lives. To date, except for certain patents and patents pending that the Company abandoned during the year ended June 30, 2011, the Company has not recorded any impairment of intangible assets.

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Recent Accounting Pronouncements

9 Months Ended

Mar. 31, 2012

Recent Accounting Pronouncements

Note 13 – Recent Accounting Pronouncements

Fair Value Measurements and Disclosures. In May 2011, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance to achieve common fair value measurement and disclosure requirements in GAAP and international financial reporting standards (“IFRS”). The amendments explain how to measure fair value and will improve the comparability of fair value measurement presented and disclosed in financial statements prepared in accordance with GAAP and IFRS. This authoritative guidance is to be applied prospectively and is effective during interim and annual periods beginning after December 15, 2011. The adoption of this guidance during the nine months ended March 31, 2012, did not have an impact on the Company’s Financial Statements.

Balance Sheet Disclosures. In December 2011, the FASB issued authoritative guidance in regards to the presentation of netting assets and liabilities of financial and derivative instruments as a single amount in the statement of financial position to address the difference between GAAP and IFRS. This authoritative guidance is to be applied for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company does not expect the adoption of this guidance to have a material effect on its Financial Statements.